[Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers

Tue Nov 6 01:01:32 UTC 2012

Bylaw changes are never housekeeping.

This resolution does change the composition of the board.

Two seats had a defined role, with clear responsibilities. Now they dont.
Of course there is always shared responsibility, but having one person
chiefly responsible ensures someone is focused on those responsibilities
and does not allow themselves to be distracted.

One seat (treasurer) needed to have relevant professional experience. Now
it doesnt.

At least one additional WMF staff officer (the new secretary) will,
presumably, now be present at all board meetings.

I dont mind the change, but discussion would have resulted in better
options being considered and hopefully enacted. We were given a good score
for our 'terms and conditions' rewrite. We could have achieved the same
with this bylaws update.

John Vandenberg.
sent from Galaxy Note
On Nov 6, 2012 7:30 AM, "Risker" <risker.wp at gmail.com> wrote:

> Well, that's the point. Phoebe *was* responsible for this, just as Bishakha
> has been so far this year.  Who's been sending out the minutes and posting
> resolutions?
>
> Further, it's to improve compliance with legislation. Thus, it's
> housekeeping.
>
> Risker
>
> On 5 November 2012 19:04, Thomas Dalton <thomas.dalton at gmail.com> wrote:
>
> > I would be very surprised if the trustee Secretary actually took
> minutes...
> > That would usually be delegated...
> > On Nov 6, 2012 12:02 AM, "Risker" <risker.wp at gmail.com> wrote:
> >
> > > It would strike me that one of the "urgencies" that might be involved
> is
> > > the fact that this resolution was passed so that the Board member who
> had
> > > previously been the secretary could participate as an individual board
> > > member, and the appointed secretary could take the minutes. It's
> > extremely
> > > rare for a staffed charity/non-profit to have sitting trustees acting
> as
> > > secretary or treasurer, and none of the discussion here has indicated
> any
> > > concern about this decision; this was essentially housekeeping.
> >  Therefore,
> > > the only thing I can take from this is that it is a process issue, and
> > that
> > > some members of the community wish to know in advance and in detail
> what
> > > the board will be discussing.  I can understand that; at the same
> time, I
> > > think that attempting to micro-manage the board over housekeeping items
> > is
> > > not terribly helpful. Now, if the Board had been deciding on its
> > > composition (which as best I can tell was never publicly discussed the
> > last
> > > time it was changed), I think that would certainly benefit from
> community
> > > input.
> > >
> > > Risker
> > >
> > >
> > > On 5 November 2012 18:25, Lodewijk <lodewijk at effeietsanders.org>
> wrote:
> > >
> > > > (just for the record: in case someone does have a valid reason, I'm
> > still
> > > > very open to hearing good reasons why the board chose the procedure
> > they
> > > > chose (behind closed doors), and whether there was any urgency to the
> > > > changes proposed. I somehow missed that in the replies but may have
> > > missed
> > > > it. Knowing about such reasons might be helpful in the light of
> > proposing
> > > > changes to procedures.
> > > >
> > > > Lodewijk)
> > > >
> > > > 2012/11/2 Lodewijk <lodewijk at effeietsanders.org>
> > > >
> > > > > Hi Bishakha,
> > > > >
> > > > > 2012/11/2 Bishakha Datta <bishakhadatta at gmail.com>
> > > > >
> > > > >> On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk <
> > lodewijk at effeietsanders.org
> > > > >> >wrote:
> > > > >>
> > > > >> > Dear Bishakha,
> > > > >> >
> > > > >> > could you please elaborate why the board has chosen for a
> > secretive
> > > > >> > amendment procedure here, rather than sharing the proposed
> > > amendments
> > > > >> with
> > > > >> > the community and asking their input on it? Especially where it
> > > > concerns
> > > > >> > such non-trivial changes.
> > > > >> >
> > > > >> Ok, now that the document showing old and new has finally been
> > > > uploaded, I
> > > > >> will try to answer your question.
> > > > >>
> > > > >> The legal team proposed that we amend the bylaws, primarily to
> > ensure
> > > > >> compliance with Florida non-profit laws.
> > > > >>
> > > > >> Since most of the changes are legal in nature, they were not
> > referred
> > > to
> > > > >> the community for prior input.
> > > > >>
> > > > >> I understand how this action can be seen as secretive or opaque,
> > even
> > > > >> though it may not have been intended as such.
> > > > >>
> > > > >> Is it also possible to see this action as reasonable, given the
> > nature
> > > > of
> > > > >> most of the changes?
> > > > >>
> > > > >
> > > > > I don't see how this validates the fact that you did not consult
> the
> > > > > community on these changes. If the changes are fairly trivial and
> > > > > legalistic, then the community will likely have little objection.
> But
> > > as
> > > > > you noted, there was at least one significant change (I haven't
> been
> > > able
> > > > > to check myself) and I'm having a hard time understanding why you
> > (the
> > > > > board) would /not/ want the input of the community on such
> decisions.
> > > > >
> > > > > If people talk rubbish, it is easy to ignore. But maybe they have a
> > > very
> > > > > good point that you want to take into account. If they come up with
> > an
> > > > > argument that changes your mind - wouldn't that mean that the goal
> > has
> > > > been
> > > > > accomplished?
> > > > >
> > > > > Especially with the second most important governing document of the
> > > > > Wikimedia Foundation (after the Articles of Incorporation) I don't
> > > > > understand why changing it is not considered to be relevant to the
> > > > > community. Maybe this specific change was a good one (I'm not sure
> > yet
> > > I
> > > > > agree, until I heard the explanation of the why) but maybe next
> time
> > > the
> > > > > changes are more drastic and infringing. I find it silly that we do
> > > > require
> > > > > chapters to let their bylaws approved by the Affiliations Committee
> > > > > (although enforcement of that could be improved), and make them
> > public
> > > > > before doing so - but that the Wikimedia Foundation wouldn't have
> to
> > > > follow
> > > > > the same standards.
> > > > >
> > > > > But let me make this constructive: I will set up a page on meta
> (I'll
> > > > send
> > > > > a separate email about that) where the community can discuss
> measures
> > > to
> > > > > make the Wikimedia Foundation more democratic.
> > > > >
> > > > > Kind regards,
> > > > >
> > > > > Lodewijk
> > > > >
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