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

Risker risker.wp at gmail.com
Tue Nov 6 02:26:50 UTC 2012

On 5 November 2012 20:01, John Vandenberg <jayvdb at gmail.com> wrote:

> 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.

I do not understand how you have come to the conclusion about seats having
defined roles. None of the seats have a defined role.  If there was, then
the selection would be for "Secretary" or "Vice Chair", not for "chapter
selected" or "community selected" or "board selected" trustees.
Appointment to the Board of Trustees is completely independent from the
assignments one might take on if appointed.

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

This seems to be a common misperception.  That was not in the previous
version of the bylaws, nor can I find it in any other previous version.
For the record, it's also not in the requirements for the Chair of the
Audit Committee, according to the Audit Committee's charter.

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

Having never been to a Board meeting, I won't venture to guess how many
staff are present and for what period during a meeting. However, Thomas has
suggested (and I suspect he is at least partly correct) that minutes have
been being taken by a designated WMF staff member, presumably over the
course of years.

Indeed, the major change in the bylaws is that both the Secretary and the
Treasurer may now officially delegate certain responsibilities.  This is
good: someone other than a trustee can now post things on Foundationwiki,
and can officially be taking the minutes while all of the trustees
participate fully.  More importantly, someone other than the treasurer can
officially give receipts, deposit monies....and be held personally
accountable for the finances. (Kind of surprising that even in 2012 we were
holding a single volunteer trustee officially responsible for the financial
stability of the WMF. That was an overdue change.) In other words, the two
changes are 1) inclusion of the phrase "a non-trustee officer position" in
each description, and 2) authorization to delegate certain aspects of their

> 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.
The two changes are 1) inclusion of the phrase "a non-trustee officer
position" in each description, and 2) authorization to delegate certain
aspects of their tasks. It reflects longstanding reality. Nobody on this
list has suggested any different options, let alone "better options".
Different does not equal better, and different does not equal "meets the
requirements of the State of Florida" either. Every year thousands of
organizations have to update their bylaws to remain compliant with
[changed] legislation, although the changes are largely housekeeping.  Do
you suggest that we require that Bishakha actually take the minutes
herself, personally? That Stu West be personally responsible for signing
hundreds of thousands of tax receipts? That's what the old bylaws actually
said, and I don't think anyone believes that's what was actually happening.

Had this been posted in advance with, say, a three-week-long opportunity
for community comment, I think it is reasonable to suggest that interested
members of the community have spent three weeks dissecting this change in
minute detail, insisting that it was too big a change/not a big enough
change/we should also make them change this other section/trustees
shouldn't be elected unless they're going to do these jobs/legal counsel
misunderstands the law/why does Florida have such dumb laws/why doesn't WMF
re-incorporate in California?/why not dissolve the WMF and replace it with
the Chapters Association/why isn't the FDC included in the
bylaws?/.....well, you get my drift. Somewhere in 500,000 bytes, do you
really think there was any likelihood that there would have been anything
posted that would have improved this housekeeping change? It is not
comparable with the "terms and conditions" rewrite, because that was an
entire document being reconsidered.

Yes, I do think the Board can be more transparent.  I also think that there
is very significant value for the Board to publicly invite community
discussion of proposed changes that will affect any aspect of the
community, as they did for the FDC, for the Legal Fees Assistance Plan, for
the Annual Plan, etc. I think if they're looking to do a serious re-write
of the bylaws ( specifically, of sections that aren't prescribed by law),
it would be a very good idea to involve the community in the discussion. I
don't think it's necessary for straightforward housekeeping items.


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