[Wikipedia-l] Re: bylaws III

[Ray Saintonge]

Anthere wrote:

> Ray Saintonge a écrit:
>
>> Brion Vibber wrote:
>>
>>> On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
>>>
>>>>  There is also nothing in the by-laws to define "Board of 
>>>> Directors".  The simple fact that the term was used suggests that 
>>>> it is at least something different from the Board of Trustees.
>>>
>>> Florida statutes section 617.01401, paragraph 2: '"Board of 
>>> directors" means the group of persons vested with the management of 
>>> the affairs of the corporation irrespective of the name by which 
>>> such group is designated, including, but not limited to, managers or 
>>> trustees.' 
>>
>> I'm not challenging Florida law on this.  Rather the point is that if 
>> only one Board exists in an organization, the same name should be 
>> used consistently.  Having two separate Boards with different duties 
>> is a real possibility, and the use of both terms lends support to 
>> that.  I raised the issue last summer with the suggestion that a 
>> Board of Trustees would be charged with maintaining  the focus and 
>> integrity of the project, and insuring that it adheres to a few key 
>> principles.  The Board of Trustees in the by-laws seems to do that.  
>> A "Board of Directors" would have broader responsibilities relating 
>> to the general management of the project.  The Trustees would have 
>> the power to overrule the Directors on matters that violated key 
>> principles.
>
> You mention a sort of council then ?

Sort of, yes.  The approach that was taken to the by-laws was bound to 
create a furor.  People who have bought into an intellectually free 
environment are bound to react badly when a proposed governance is seen 
as being imposed in a top down matter, and they see themselves as 
powerless when it comes to real decision making.  In most organizations 
people can't run away fast enough when the time comes to discuss 
by-laws, but they are quick to complain when the by-laws as adopted work 
to their disadvantage.  In other situations one person is under pressure 
to produce something, and he writes up an incomplete or inadequate 
document.  This is then adopted by a small group of people who are 
anxious to get the whole thing behind them.

A common result is then that an organization is shaped by its by-laws, 
when the reverse should be happening.  When a dispute arises in relation 
to a by-law matter those with a passion for acting lawfully will tend to 
read by-laws very literally without regard to the intent of the 
drafters, assuming that that intent can be determined at all.  If what 
was actually written in the by-laws conflicts with the intent of the 
drafters that's too bad.  We do well to try avoiding that situation.

The by-laws document that has been presented to us is credible as a 
first draft.  To have any kind of progress at all it takes one person to 
sit down and write such a draft.  This gives a basic structure to the 
overall document, and initiates most of the points that need to be 
included.  That becomes the basis for further discussion.

Many valid concerns have been raised about this first draft.  That was 
to be expected from this fractious community.  Among the important 
issues have been the general role of the membership in the broad 
governance of Wikimedia Inc., and the autonomy of the separte projects 
within the family.

The three areas that require addressing:
    1. The core values and how to protect them, including a statement pf 
principles.
    2. The general administrative operations affecting all projects
    3. The issues that that are best decided at the project level

The by-laws should define these respective roles as clearly as possible.

Ec