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

Tue Nov 6 10:18:24 UTC 2012

Hi SJ,

to boldly push my question again: do I understand from this correctly there
was at this instance (in your opinion) no urgency that would validate the
chosen procedure? I know you seem to be in favor of this change as much as
I am, but I'm simply trying to understand if there are situations where
this procedure would still find strong objections.

(I understand the drive of people to discuss the contents of the change. I
myself feel uncomfortable with it as well - but the board clearly decided,
and the changes are a fact now. I consider it extremely unlikely that a
majority of 10-0 will go back on their steps because some people in the
community don't like the particular change.)

Best regards,
Lodewijk

2012/11/6 Samuel Klein <meta.sj at gmail.com>

> 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
> > > > > >
> > > > > _______________________________________________
> > > > > Wikimedia-l mailing list
> > > > > Wikimedia-l at lists.wikimedia.org
> > > > > Unsubscribe:
> > https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
> > > > >
> > > > _______________________________________________
> > > > Wikimedia-l mailing list
> > > > Wikimedia-l at lists.wikimedia.org
> > > > Unsubscribe:
> https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
> > > >
> > > _______________________________________________
> > > Wikimedia-l mailing list
> > > Wikimedia-l at lists.wikimedia.org
> > > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
> > >
> > _______________________________________________
> > Wikimedia-l mailing list
> > Wikimedia-l at lists.wikimedia.org
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
> >
>
>
>
> --
> Samuel Klein          @metasj           w:user:sj          +1 617 529 4266
> _______________________________________________
> Wikimedia-l mailing list
> Wikimedia-l at lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
>