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

Tue Nov 6 08:04:09 UTC 2012

Risker is right.  This mainly reflects long-standing reality in a more
transparent way, and is an exercise in more effective delegation.  A few
years back the staff liaison to the Board (James) took many of the notes at
meetings, which was helpful; since then the Secretary has done much of that
directly.  Rather than returning to that halfway situation, I am glad to
see the Secretary role become a staff function.

The Treasurer role used to include work that would normally be handled by a
CFO.  Now that we have a talented CFO in Garfield, that has largely become
a staff function.  So it seems more transparent to separate the Treasurer
role from the work of the Audit Committee - and delegate it explicitly to
the CFO.  Oversight of financial strategy and auditing remains a Board
role, and the Audit Committee is run by Board members.  The need for
financial expertise on the Board remains strong -- in fact it grows as the
foundation grows in size.  But now this need is weighted more towards
financial oversight than towards accounting.

At any rate, I think it makes sense for bylaws changes of any size to be
publicized in advance. I've proposed a specific policy change here:
http://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_board_manual#Bylaws_updates

Risker writes:
> 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.

Yes.  And every year it would be good to have community input on the Board
- from how it is functioning to Board composition and recruitment of good
candidates for selections + elections + appointments.

Regards,
SJ

On Mon, Nov 5, 2012 at 7:30 PM, 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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-- 
Samuel Klein          @metasj           w:user:sj          +1 617 529 4266