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

Florence Devouard anthere9 at yahoo.com
Tue Nov 6 08:07:32 UTC 2012

On 11/6/12 3:26 AM, Risker wrote:
> 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.

Errr. No. At least historically, this is incorrect.

Michael Davis was the first treasurer of the board (appointed by Jimbo 
at the beginning of the WMF). After some time, Michael announced his 
desire to quit the board and move on with his own life. Over the 
following months, we sort of waited for a board member with financial 
background to be elected on the board by the community so that we could 
replace Michael. Quite naturally, none of this happened.

This is the primary reason why we added appointed board members. It was 
done so that the board could finally fill in the gaps. We looked for 
additional board members to be appointed, WITH the wish to have a 

Appointment of Stu was completely dependent on the assignment.


>> 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
> tasks.
>> 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.
> Risker
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