Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[effe iets anders]

I would like to suggest to move away from the 'membership organization'
question, and possibly bring that to a dedicated thread. It's a huge topic.

Lodewijk

On Thu, Oct 8, 2020 at 1:37 PM Michael Peel  wrote:

> That the WMF *isn’t* a membership organisation already is rather weird. It
> may be specific to US organisations (in which case, references please), but
> it really isn’t normal on an international basis, nor within the Wikimedia
> movement (most/all affiliates have members).
>
> Having to provide legal names and addresses may be a problem for some, but
> definitely not all Wikimedians. Similar with membership fees, particularly
> if it is set to a nominal value, and if there are ways of waving the fees
> if needed.
>
> Governance issues definitely change - e.g., if you worry about an
> organisational take-over, then it’s no longer the board you have to worry
> about but the membership - but you have larger numbers of membership.
> However, it wouldn’t prevent things like movement-wide elections, they
> would just have to be ratified by a membership rather than the board.
>
> It’s something that is worth thinking more about.
>
> Thanks,
> Mike
>
> > On 8 Oct 2020, at 18:55, Risker  wrote:
> >
> > Functionaries (checkusers, oversighters, stewards, OTRS members, and
> people
> > with similar advanced permissions) have not been required to provide
> their
> > personal information - name, DOB, address - for years.  They simply sign
> > off a type of confidentiality agreement with their username.
> >
> > Risker/Anne
> >
> > On Thu, 8 Oct 2020 at 13:52, Todd Allen  wrote:
> >
> >> Well, you could always do a nominal membership contribution, like a
> penny,
> >> or sponsorships for those who wish to join but don't have the money.
> Since
> >> WMF makes its money primarily from donations, there's really no need
> for it
> >> to actually sustain itself from membership fees.
> >>
> >> So far as requiring non-pseudonymous membership, I don't think there's
> any
> >> requirement that such member lists be made public. So it would work a
> lot
> >> like functionaries giving their information for the private access
> policy;
> >> they are required to verify their identity, but that will be held
> privately
> >> and not available to the public. So for all intents and purposes,
> >> pseudonymous membership would still be possible.
> >>
> >> Todd
> >>
> >> On Thu, Oct 8, 2020 at 11:46 AM Risker  wrote:
> >>
> >>> Without needing to go into further detail, it is because to be a
> >> membership
> >>> organization, pseudonyms aren't acceptable; all members must provide
> >> their
> >>> full legal names and addresses.  I also cannot think of a membership
> >>> organization that does not charge a membership fee, although I suppose
> it
> >>> is possible; but anything requiring a financial contribution would
> limit
> >>> the membership to those who have the money to pay to join, which is
> >>> antithetical to the movement's philosophy.
> >>>
> >>> Risker/Anne
> >>>
> >>> On Thu, 8 Oct 2020 at 13:41, Todd Allen  wrote:
> >>>
>  Why would we "not want it to be a membership organization"? In fact,
> >> many
>  of us want exactly that, since the WMF seems to think it can lord it
> >> over
>  the communities instead of fulfilling its role of serving them.
> 
>  The new Board rules basically say that the Board itself gets to say
> how
> >>> the
>  community-based members are selected, instead of having actual bylaws
> >> as
> >>> to
>  how it happens. I'd like to see it done very simply: Those eight seats
>  (forming a majority) on the Board should be elected (not nominated,
>  elected) by the community, with the Board having no veto power over
> the
>  results of the election.
> 
>  Todd
> 
>  On Wed, Oct 7, 2020 at 12:45 PM Brad Patrick 
> >>> wrote:
> 
> > This is a very, very old and tired argument. If you do not understand
> > United States non-profit corporations, go educate yourself about
> >> those
> > first. If your perspective is non-US based, you may have a different
>  frame
> > of mind which is irreconcilable with the way WMF is. Take all the
> >> time
>  you
> > need to see the differences before attacking WMF for (a) what it is
> >> and
>  (b)
> > why it isn't what you want it to be.
> >
> > WMF exists legally, and has as its foundation organizational
> >> principle,
> > authority vested in a Board. WMF is not a membership organization.
> >> You
> > would not want it to be a membership organization (as a matter of
> >> law).
> >
> > Please temper your criticism accordingly.
> >
> > Brad Patrick
> > Former WMF General Counsel
> >
> > On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos
> >> Perneta"
> >>> <
> > wikimedia-l-boun...@lists.wikimedia.org on behalf of
> > paulospern...@gmail.com> wrote:
> >
> >I knew they are theoretically 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Michael Peel]

That the WMF *isn’t* a membership organisation already is rather weird. It may 
be specific to US organisations (in which case, references please), but it 
really isn’t normal on an international basis, nor within the Wikimedia 
movement (most/all affiliates have members).

Having to provide legal names and addresses may be a problem for some, but 
definitely not all Wikimedians. Similar with membership fees, particularly if 
it is set to a nominal value, and if there are ways of waving the fees if 
needed.

Governance issues definitely change - e.g., if you worry about an 
organisational take-over, then it’s no longer the board you have to worry about 
but the membership - but you have larger numbers of membership. However, it 
wouldn’t prevent things like movement-wide elections, they would just have to 
be ratified by a membership rather than the board.

It’s something that is worth thinking more about.

Thanks,
Mike

> On 8 Oct 2020, at 18:55, Risker  wrote:
> 
> Functionaries (checkusers, oversighters, stewards, OTRS members, and people
> with similar advanced permissions) have not been required to provide their
> personal information - name, DOB, address - for years.  They simply sign
> off a type of confidentiality agreement with their username.
> 
> Risker/Anne
> 
> On Thu, 8 Oct 2020 at 13:52, Todd Allen  wrote:
> 
>> Well, you could always do a nominal membership contribution, like a penny,
>> or sponsorships for those who wish to join but don't have the money. Since
>> WMF makes its money primarily from donations, there's really no need for it
>> to actually sustain itself from membership fees.
>> 
>> So far as requiring non-pseudonymous membership, I don't think there's any
>> requirement that such member lists be made public. So it would work a lot
>> like functionaries giving their information for the private access policy;
>> they are required to verify their identity, but that will be held privately
>> and not available to the public. So for all intents and purposes,
>> pseudonymous membership would still be possible.
>> 
>> Todd
>> 
>> On Thu, Oct 8, 2020 at 11:46 AM Risker  wrote:
>> 
>>> Without needing to go into further detail, it is because to be a
>> membership
>>> organization, pseudonyms aren't acceptable; all members must provide
>> their
>>> full legal names and addresses.  I also cannot think of a membership
>>> organization that does not charge a membership fee, although I suppose it
>>> is possible; but anything requiring a financial contribution would limit
>>> the membership to those who have the money to pay to join, which is
>>> antithetical to the movement's philosophy.
>>> 
>>> Risker/Anne
>>> 
>>> On Thu, 8 Oct 2020 at 13:41, Todd Allen  wrote:
>>> 
 Why would we "not want it to be a membership organization"? In fact,
>> many
 of us want exactly that, since the WMF seems to think it can lord it
>> over
 the communities instead of fulfilling its role of serving them.
 
 The new Board rules basically say that the Board itself gets to say how
>>> the
 community-based members are selected, instead of having actual bylaws
>> as
>>> to
 how it happens. I'd like to see it done very simply: Those eight seats
 (forming a majority) on the Board should be elected (not nominated,
 elected) by the community, with the Board having no veto power over the
 results of the election.
 
 Todd
 
 On Wed, Oct 7, 2020 at 12:45 PM Brad Patrick 
>>> wrote:
 
> This is a very, very old and tired argument. If you do not understand
> United States non-profit corporations, go educate yourself about
>> those
> first. If your perspective is non-US based, you may have a different
 frame
> of mind which is irreconcilable with the way WMF is. Take all the
>> time
 you
> need to see the differences before attacking WMF for (a) what it is
>> and
 (b)
> why it isn't what you want it to be.
> 
> WMF exists legally, and has as its foundation organizational
>> principle,
> authority vested in a Board. WMF is not a membership organization.
>> You
> would not want it to be a membership organization (as a matter of
>> law).
> 
> Please temper your criticism accordingly.
> 
> Brad Patrick
> Former WMF General Counsel
> 
> On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos
>> Perneta"
>>> <
> wikimedia-l-boun...@lists.wikimedia.org on behalf of
> paulospern...@gmail.com> wrote:
> 
>I knew they are theoretically self-appointed, but was under the
> impression
>that at least until now an appearance of democracy and legitimacy
> towards
>the community has been respected, which no longer seems to be the
 case.
>I wonder what would be the legitimacy of a self-appointing body
>> in
 the
> eyes
>of the Wikimedia Movement, and all the communities which are part
>>> of
> it?
> 
>Regards,

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Risker]

Functionaries (checkusers, oversighters, stewards, OTRS members, and people
with similar advanced permissions) have not been required to provide their
personal information - name, DOB, address - for years.  They simply sign
off a type of confidentiality agreement with their username.

Risker/Anne

On Thu, 8 Oct 2020 at 13:52, Todd Allen  wrote:

> Well, you could always do a nominal membership contribution, like a penny,
> or sponsorships for those who wish to join but don't have the money. Since
> WMF makes its money primarily from donations, there's really no need for it
> to actually sustain itself from membership fees.
>
> So far as requiring non-pseudonymous membership, I don't think there's any
> requirement that such member lists be made public. So it would work a lot
> like functionaries giving their information for the private access policy;
> they are required to verify their identity, but that will be held privately
> and not available to the public. So for all intents and purposes,
> pseudonymous membership would still be possible.
>
> Todd
>
> On Thu, Oct 8, 2020 at 11:46 AM Risker  wrote:
>
> > Without needing to go into further detail, it is because to be a
> membership
> > organization, pseudonyms aren't acceptable; all members must provide
> their
> > full legal names and addresses.  I also cannot think of a membership
> > organization that does not charge a membership fee, although I suppose it
> > is possible; but anything requiring a financial contribution would limit
> > the membership to those who have the money to pay to join, which is
> > antithetical to the movement's philosophy.
> >
> > Risker/Anne
> >
> > On Thu, 8 Oct 2020 at 13:41, Todd Allen  wrote:
> >
> > > Why would we "not want it to be a membership organization"? In fact,
> many
> > > of us want exactly that, since the WMF seems to think it can lord it
> over
> > > the communities instead of fulfilling its role of serving them.
> > >
> > > The new Board rules basically say that the Board itself gets to say how
> > the
> > > community-based members are selected, instead of having actual bylaws
> as
> > to
> > > how it happens. I'd like to see it done very simply: Those eight seats
> > > (forming a majority) on the Board should be elected (not nominated,
> > > elected) by the community, with the Board having no veto power over the
> > > results of the election.
> > >
> > > Todd
> > >
> > > On Wed, Oct 7, 2020 at 12:45 PM Brad Patrick 
> > wrote:
> > >
> > > > This is a very, very old and tired argument. If you do not understand
> > > > United States non-profit corporations, go educate yourself about
> those
> > > > first. If your perspective is non-US based, you may have a different
> > > frame
> > > > of mind which is irreconcilable with the way WMF is. Take all the
> time
> > > you
> > > > need to see the differences before attacking WMF for (a) what it is
> and
> > > (b)
> > > > why it isn't what you want it to be.
> > > >
> > > > WMF exists legally, and has as its foundation organizational
> principle,
> > > > authority vested in a Board. WMF is not a membership organization.
> You
> > > > would not want it to be a membership organization (as a matter of
> law).
> > > >
> > > > Please temper your criticism accordingly.
> > > >
> > > > Brad Patrick
> > > > Former WMF General Counsel
> > > >
> > > > On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos
> Perneta"
> > <
> > > > wikimedia-l-boun...@lists.wikimedia.org on behalf of
> > > > paulospern...@gmail.com> wrote:
> > > >
> > > > I knew they are theoretically self-appointed, but was under the
> > > > impression
> > > > that at least until now an appearance of democracy and legitimacy
> > > > towards
> > > > the community has been respected, which no longer seems to be the
> > > case.
> > > > I wonder what would be the legitimacy of a self-appointing body
> in
> > > the
> > > > eyes
> > > > of the Wikimedia Movement, and all the communities which are part
> > of
> > > > it?
> > > >
> > > > Regards,
> > > > Paulo
> > > >
> > > > Adam Wight  escreveu no dia quarta,
> > > > 7/10/2020 à(s)
> > > > 17:20:
> > > >
> > > > > Greetings, this is a semiautomated response pointing out that
> the
> > > > > Wikimedia Foundation Board is not elected, it's
> self-appointing.
> > > The
> > > > > so-called "elections" are in fact nominations to be considered
> by
> > > the
> > > > > Board.  Therefore, the Bylaws have not been broken.
> > > > >
> > > > > This is an unfortunate arrangement, please see [1] for some
> > > > background
> > > > > about the conversion from a membership organization to a
> > > > non-membership
> > > > > organization which is no longer legally required to hold
> > elections.
> > > > >
> > > > > Regards,
> > > > >
> > > > > Adam W.
> > > > > [[mw:User:Adamw]]
> > > > >
> > > > > [1]
> > > > >
> > > >
> > >
> >
> 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Todd Allen]

Well, you could always do a nominal membership contribution, like a penny,
or sponsorships for those who wish to join but don't have the money. Since
WMF makes its money primarily from donations, there's really no need for it
to actually sustain itself from membership fees.

So far as requiring non-pseudonymous membership, I don't think there's any
requirement that such member lists be made public. So it would work a lot
like functionaries giving their information for the private access policy;
they are required to verify their identity, but that will be held privately
and not available to the public. So for all intents and purposes,
pseudonymous membership would still be possible.

Todd

On Thu, Oct 8, 2020 at 11:46 AM Risker  wrote:

> Without needing to go into further detail, it is because to be a membership
> organization, pseudonyms aren't acceptable; all members must provide their
> full legal names and addresses.  I also cannot think of a membership
> organization that does not charge a membership fee, although I suppose it
> is possible; but anything requiring a financial contribution would limit
> the membership to those who have the money to pay to join, which is
> antithetical to the movement's philosophy.
>
> Risker/Anne
>
> On Thu, 8 Oct 2020 at 13:41, Todd Allen  wrote:
>
> > Why would we "not want it to be a membership organization"? In fact, many
> > of us want exactly that, since the WMF seems to think it can lord it over
> > the communities instead of fulfilling its role of serving them.
> >
> > The new Board rules basically say that the Board itself gets to say how
> the
> > community-based members are selected, instead of having actual bylaws as
> to
> > how it happens. I'd like to see it done very simply: Those eight seats
> > (forming a majority) on the Board should be elected (not nominated,
> > elected) by the community, with the Board having no veto power over the
> > results of the election.
> >
> > Todd
> >
> > On Wed, Oct 7, 2020 at 12:45 PM Brad Patrick 
> wrote:
> >
> > > This is a very, very old and tired argument. If you do not understand
> > > United States non-profit corporations, go educate yourself about those
> > > first. If your perspective is non-US based, you may have a different
> > frame
> > > of mind which is irreconcilable with the way WMF is. Take all the time
> > you
> > > need to see the differences before attacking WMF for (a) what it is and
> > (b)
> > > why it isn't what you want it to be.
> > >
> > > WMF exists legally, and has as its foundation organizational principle,
> > > authority vested in a Board. WMF is not a membership organization. You
> > > would not want it to be a membership organization (as a matter of law).
> > >
> > > Please temper your criticism accordingly.
> > >
> > > Brad Patrick
> > > Former WMF General Counsel
> > >
> > > On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos Perneta"
> <
> > > wikimedia-l-boun...@lists.wikimedia.org on behalf of
> > > paulospern...@gmail.com> wrote:
> > >
> > > I knew they are theoretically self-appointed, but was under the
> > > impression
> > > that at least until now an appearance of democracy and legitimacy
> > > towards
> > > the community has been respected, which no longer seems to be the
> > case.
> > > I wonder what would be the legitimacy of a self-appointing body in
> > the
> > > eyes
> > > of the Wikimedia Movement, and all the communities which are part
> of
> > > it?
> > >
> > > Regards,
> > > Paulo
> > >
> > > Adam Wight  escreveu no dia quarta,
> > > 7/10/2020 à(s)
> > > 17:20:
> > >
> > > > Greetings, this is a semiautomated response pointing out that the
> > > > Wikimedia Foundation Board is not elected, it's self-appointing.
> > The
> > > > so-called "elections" are in fact nominations to be considered by
> > the
> > > > Board.  Therefore, the Bylaws have not been broken.
> > > >
> > > > This is an unfortunate arrangement, please see [1] for some
> > > background
> > > > about the conversion from a membership organization to a
> > > non-membership
> > > > organization which is no longer legally required to hold
> elections.
> > > >
> > > > Regards,
> > > >
> > > > Adam W.
> > > > [[mw:User:Adamw]]
> > > >
> > > > [1]
> > > >
> > >
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
> > > >
> > > > On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > > > > The terms of 3 BoT members expired last month, and the BoT
> itself
> > > decided
> > > > > to extend them? What is the legitimacy of that? And why is a
> BoT
> > > which is
> > > > > expected to be in a mere interim management waiting for
> > elections,
> > > > > presenting profound changes to its Bylaws [1]?
> > > > >
> > > > > [1] -
> > > > >
> > > >
> > >
> >
> 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Risker]

Without needing to go into further detail, it is because to be a membership
organization, pseudonyms aren't acceptable; all members must provide their
full legal names and addresses.  I also cannot think of a membership
organization that does not charge a membership fee, although I suppose it
is possible; but anything requiring a financial contribution would limit
the membership to those who have the money to pay to join, which is
antithetical to the movement's philosophy.

Risker/Anne

On Thu, 8 Oct 2020 at 13:41, Todd Allen  wrote:

> Why would we "not want it to be a membership organization"? In fact, many
> of us want exactly that, since the WMF seems to think it can lord it over
> the communities instead of fulfilling its role of serving them.
>
> The new Board rules basically say that the Board itself gets to say how the
> community-based members are selected, instead of having actual bylaws as to
> how it happens. I'd like to see it done very simply: Those eight seats
> (forming a majority) on the Board should be elected (not nominated,
> elected) by the community, with the Board having no veto power over the
> results of the election.
>
> Todd
>
> On Wed, Oct 7, 2020 at 12:45 PM Brad Patrick  wrote:
>
> > This is a very, very old and tired argument. If you do not understand
> > United States non-profit corporations, go educate yourself about those
> > first. If your perspective is non-US based, you may have a different
> frame
> > of mind which is irreconcilable with the way WMF is. Take all the time
> you
> > need to see the differences before attacking WMF for (a) what it is and
> (b)
> > why it isn't what you want it to be.
> >
> > WMF exists legally, and has as its foundation organizational principle,
> > authority vested in a Board. WMF is not a membership organization. You
> > would not want it to be a membership organization (as a matter of law).
> >
> > Please temper your criticism accordingly.
> >
> > Brad Patrick
> > Former WMF General Counsel
> >
> > On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos Perneta" <
> > wikimedia-l-boun...@lists.wikimedia.org on behalf of
> > paulospern...@gmail.com> wrote:
> >
> > I knew they are theoretically self-appointed, but was under the
> > impression
> > that at least until now an appearance of democracy and legitimacy
> > towards
> > the community has been respected, which no longer seems to be the
> case.
> > I wonder what would be the legitimacy of a self-appointing body in
> the
> > eyes
> > of the Wikimedia Movement, and all the communities which are part of
> > it?
> >
> > Regards,
> > Paulo
> >
> > Adam Wight  escreveu no dia quarta,
> > 7/10/2020 à(s)
> > 17:20:
> >
> > > Greetings, this is a semiautomated response pointing out that the
> > > Wikimedia Foundation Board is not elected, it's self-appointing.
> The
> > > so-called "elections" are in fact nominations to be considered by
> the
> > > Board.  Therefore, the Bylaws have not been broken.
> > >
> > > This is an unfortunate arrangement, please see [1] for some
> > background
> > > about the conversion from a membership organization to a
> > non-membership
> > > organization which is no longer legally required to hold elections.
> > >
> > > Regards,
> > >
> > > Adam W.
> > > [[mw:User:Adamw]]
> > >
> > > [1]
> > >
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
> > >
> > > On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > > > The terms of 3 BoT members expired last month, and the BoT itself
> > decided
> > > > to extend them? What is the legitimacy of that? And why is a BoT
> > which is
> > > > expected to be in a mere interim management waiting for
> elections,
> > > > presenting profound changes to its Bylaws [1]?
> > > >
> > > > [1] -
> > > >
> > >
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> > > >
> > > > Best,
> > > > Paulo
> > > >
> > > > Nataliia Tymkiv  escreveu no dia quarta,
> > > 7/10/2020
> > > > à(s) 16:49:
> > > >
> > > >> Hello,
> > > >>
> > > >> I can answer a few of the questions raised in this thread.
> > > >>
> > > >> When the Board postponed the community selection of trustees, we
> > also
> > > >> extended the terms of the trustees in the affected seats (María
> > > Sefidari,
> > > >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were
> > originally
> > > set
> > > >> to expire last month, but because of that term extension they
> are
> > still
> > > >> serving as trustees, and as such María remains the Board Chair
> and
> > > Dariusz
> > > >> and James continue on as Committee Chairs[2].
> > > >>
> > > >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the
> > Board
> > > for
> > > >> an 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Todd Allen]

Why would we "not want it to be a membership organization"? In fact, many
of us want exactly that, since the WMF seems to think it can lord it over
the communities instead of fulfilling its role of serving them.

The new Board rules basically say that the Board itself gets to say how the
community-based members are selected, instead of having actual bylaws as to
how it happens. I'd like to see it done very simply: Those eight seats
(forming a majority) on the Board should be elected (not nominated,
elected) by the community, with the Board having no veto power over the
results of the election.

Todd

On Wed, Oct 7, 2020 at 12:45 PM Brad Patrick  wrote:

> This is a very, very old and tired argument. If you do not understand
> United States non-profit corporations, go educate yourself about those
> first. If your perspective is non-US based, you may have a different frame
> of mind which is irreconcilable with the way WMF is. Take all the time you
> need to see the differences before attacking WMF for (a) what it is and (b)
> why it isn't what you want it to be.
>
> WMF exists legally, and has as its foundation organizational principle,
> authority vested in a Board. WMF is not a membership organization. You
> would not want it to be a membership organization (as a matter of law).
>
> Please temper your criticism accordingly.
>
> Brad Patrick
> Former WMF General Counsel
>
> On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos Perneta" <
> wikimedia-l-boun...@lists.wikimedia.org on behalf of
> paulospern...@gmail.com> wrote:
>
> I knew they are theoretically self-appointed, but was under the
> impression
> that at least until now an appearance of democracy and legitimacy
> towards
> the community has been respected, which no longer seems to be the case.
> I wonder what would be the legitimacy of a self-appointing body in the
> eyes
> of the Wikimedia Movement, and all the communities which are part of
> it?
>
> Regards,
> Paulo
>
> Adam Wight  escreveu no dia quarta,
> 7/10/2020 à(s)
> 17:20:
>
> > Greetings, this is a semiautomated response pointing out that the
> > Wikimedia Foundation Board is not elected, it's self-appointing. The
> > so-called "elections" are in fact nominations to be considered by the
> > Board.  Therefore, the Bylaws have not been broken.
> >
> > This is an unfortunate arrangement, please see [1] for some
> background
> > about the conversion from a membership organization to a
> non-membership
> > organization which is no longer legally required to hold elections.
> >
> > Regards,
> >
> > Adam W.
> > [[mw:User:Adamw]]
> >
> > [1]
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
> >
> > On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > > The terms of 3 BoT members expired last month, and the BoT itself
> decided
> > > to extend them? What is the legitimacy of that? And why is a BoT
> which is
> > > expected to be in a mere interim management waiting for elections,
> > > presenting profound changes to its Bylaws [1]?
> > >
> > > [1] -
> > >
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> > >
> > > Best,
> > > Paulo
> > >
> > > Nataliia Tymkiv  escreveu no dia quarta,
> > 7/10/2020
> > > à(s) 16:49:
> > >
> > >> Hello,
> > >>
> > >> I can answer a few of the questions raised in this thread.
> > >>
> > >> When the Board postponed the community selection of trustees, we
> also
> > >> extended the terms of the trustees in the affected seats (María
> > Sefidari,
> > >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were
> originally
> > set
> > >> to expire last month, but because of that term extension they are
> still
> > >> serving as trustees, and as such María remains the Board Chair and
> > Dariusz
> > >> and James continue on as Committee Chairs[2].
> > >>
> > >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the
> Board
> > for
> > >> an additional three-year term[3][4].
> > >>
> > >> The current members of the Board of Trustees are listed on the
> Wikimedia
> > >> Foundation website[5].
> > >>
> > >> We do not currently have a shortage of trustees on the Board, and
> we
> > have
> > >> had a quorum for every decision we have made this year. We have
> > published
> > >> some outstanding Board records, many of which were just approved
> at our
> > >> recent meeting in September[6][7].
> > >>
> > >> I have just sent an email to this list, as well as posted an
> update to
> > >> Meta-Wiki, with a request for feedback on matters related to the
> > >> Foundation’s Bylaws and trustee selection[8]. That announcement
> contains
> > >> more information about the 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Adam Wight]

Part of the blame here is mine, for casually bringing up a controversial and 
slightly off-thread topic.  But I agree with Paulo that an unelected Board has 
little legitimacy, even if we would like them to have it.  The most recent 
crisis of confidence around rebranding makes a person ask: Why are the Board 
and Foundation so often misaligned with the community they serve, and how can 
we improve their accountability?

This could be a great opportunity to help fill in any of the lost history 
around the membership organization conversion: as I understand it (see the 
article I referenced earlier), Brad Patrick was general counsel of WMF for ten 
months, exactly during the organization's change in legal status, and can offer 
a unique perspective into the moment. 

I've read the public mailing list discussions and I think it's pretty clear 
that everyone was acting in good faith, trying to chart a safe course for how 
to best protect and nurture the young Foundation.  The scenario seems to be, 
that the membership requirements as written on paper had never been fulfilled, 
so there was some risk in continuing under that structure.  Rather than leave 
the Foundation vulnerable to lawsuits from sometimes volatile editors, who made 
up the majority of the member class, instead membership was eliminated and a 
more predictable set of bylaws were established which emphasized stability and 
would prevent a "hostile takeover". Please correct any bad assumptions here! 

The drawback (beyond the loss of democratic oversight) is that the Foundation 
remained in legal jeopardy, but now because it had potentially broken Florida 
nonprofit law by converting to a non-membership organization without formally 
notifying its members. The reason notifications weren't sent out ahead of time 
is that very few people were registered with physical mailing addresses. In 
hindsight, it's been pointed out, WMF did have email addresses for its members 
but no notification went out by that channel. Ironically, this means that 
members as of November 29, 2006 may have standing to sue for damages or 
control. There seems to be no time limit for making this challenge.

I hope this gives background to my comment, and that one day Wikimedians own 
the trademarks to the copyleft movement they have built.

-Adam W.
(Writing in my personal capacity, not representing my employer.) 

On October 7, 2020 9:00:21 PM GMT+02:00, Paulo Santos Perneta 
 wrote:
>Hello Brad,
>
>Asking what the legitimacy of such a thing is for the broad Movement
>seems
>to me a very reasonable question, especially when I'm not from the US,
>I'm
>not a native English speaker and I'm not US-stuff wise.
>You, however, have answered in a defensive and aggressive way, as if
>everybody in the globe had to born knowing US laws and bureaucracy,
>which
>seems quite unreasonable.
>Stay with your truths and your "Former WMF General Counsel" title, my
>argument here is finished.
>
>Best,
>Paulo
>
>
>Brad Patrick  escreveu no dia quarta, 7/10/2020
>à(s)
>19:45:
>
>> This is a very, very old and tired argument. If you do not understand
>> United States non-profit corporations, go educate yourself about
>those
>> first. If your perspective is non-US based, you may have a different
>frame
>> of mind which is irreconcilable with the way WMF is. Take all the
>time you
>> need to see the differences before attacking WMF for (a) what it is
>and (b)
>> why it isn't what you want it to be.
>>
>> WMF exists legally, and has as its foundation organizational
>principle,
>> authority vested in a Board. WMF is not a membership organization.
>You
>> would not want it to be a membership organization (as a matter of
>law).
>>
>> Please temper your criticism accordingly.
>>
>> Brad Patrick
>> Former WMF General Counsel
>>
>> On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos
>Perneta" <
>> wikimedia-l-boun...@lists.wikimedia.org on behalf of
>> paulospern...@gmail.com> wrote:
>>
>> I knew they are theoretically self-appointed, but was under the
>> impression
>> that at least until now an appearance of democracy and legitimacy
>> towards
>> the community has been respected, which no longer seems to be the
>case.
>> I wonder what would be the legitimacy of a self-appointing body
>in the
>> eyes
>> of the Wikimedia Movement, and all the communities which are part
>of
>> it?
>>
>> Regards,
>> Paulo
>>
>> Adam Wight  escreveu no dia quarta,
>> 7/10/2020 à(s)
>> 17:20:
>>
>> > Greetings, this is a semiautomated response pointing out that
>the
>> > Wikimedia Foundation Board is not elected, it's
>self-appointing. The
>> > so-called "elections" are in fact nominations to be considered
>by the
>> > Board.  Therefore, the Bylaws have not been broken.
>> >
>> > This is an unfortunate arrangement, please see [1] for some
>> background
>> > about the conversion from a membership organization to a
>> non-membership
>> > organization 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Paulo Santos Perneta]

Hello Brad,

Asking what the legitimacy of such a thing is for the broad Movement seems
to me a very reasonable question, especially when I'm not from the US, I'm
not a native English speaker and I'm not US-stuff wise.
You, however, have answered in a defensive and aggressive way, as if
everybody in the globe had to born knowing US laws and bureaucracy, which
seems quite unreasonable.
Stay with your truths and your "Former WMF General Counsel" title, my
argument here is finished.

Best,
Paulo


Brad Patrick  escreveu no dia quarta, 7/10/2020 à(s)
19:45:

> This is a very, very old and tired argument. If you do not understand
> United States non-profit corporations, go educate yourself about those
> first. If your perspective is non-US based, you may have a different frame
> of mind which is irreconcilable with the way WMF is. Take all the time you
> need to see the differences before attacking WMF for (a) what it is and (b)
> why it isn't what you want it to be.
>
> WMF exists legally, and has as its foundation organizational principle,
> authority vested in a Board. WMF is not a membership organization. You
> would not want it to be a membership organization (as a matter of law).
>
> Please temper your criticism accordingly.
>
> Brad Patrick
> Former WMF General Counsel
>
> On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos Perneta" <
> wikimedia-l-boun...@lists.wikimedia.org on behalf of
> paulospern...@gmail.com> wrote:
>
> I knew they are theoretically self-appointed, but was under the
> impression
> that at least until now an appearance of democracy and legitimacy
> towards
> the community has been respected, which no longer seems to be the case.
> I wonder what would be the legitimacy of a self-appointing body in the
> eyes
> of the Wikimedia Movement, and all the communities which are part of
> it?
>
> Regards,
> Paulo
>
> Adam Wight  escreveu no dia quarta,
> 7/10/2020 à(s)
> 17:20:
>
> > Greetings, this is a semiautomated response pointing out that the
> > Wikimedia Foundation Board is not elected, it's self-appointing. The
> > so-called "elections" are in fact nominations to be considered by the
> > Board.  Therefore, the Bylaws have not been broken.
> >
> > This is an unfortunate arrangement, please see [1] for some
> background
> > about the conversion from a membership organization to a
> non-membership
> > organization which is no longer legally required to hold elections.
> >
> > Regards,
> >
> > Adam W.
> > [[mw:User:Adamw]]
> >
> > [1]
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
> >
> > On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > > The terms of 3 BoT members expired last month, and the BoT itself
> decided
> > > to extend them? What is the legitimacy of that? And why is a BoT
> which is
> > > expected to be in a mere interim management waiting for elections,
> > > presenting profound changes to its Bylaws [1]?
> > >
> > > [1] -
> > >
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> > >
> > > Best,
> > > Paulo
> > >
> > > Nataliia Tymkiv  escreveu no dia quarta,
> > 7/10/2020
> > > à(s) 16:49:
> > >
> > >> Hello,
> > >>
> > >> I can answer a few of the questions raised in this thread.
> > >>
> > >> When the Board postponed the community selection of trustees, we
> also
> > >> extended the terms of the trustees in the affected seats (María
> > Sefidari,
> > >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were
> originally
> > set
> > >> to expire last month, but because of that term extension they are
> still
> > >> serving as trustees, and as such María remains the Board Chair and
> > Dariusz
> > >> and James continue on as Committee Chairs[2].
> > >>
> > >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the
> Board
> > for
> > >> an additional three-year term[3][4].
> > >>
> > >> The current members of the Board of Trustees are listed on the
> Wikimedia
> > >> Foundation website[5].
> > >>
> > >> We do not currently have a shortage of trustees on the Board, and
> we
> > have
> > >> had a quorum for every decision we have made this year. We have
> > published
> > >> some outstanding Board records, many of which were just approved
> at our
> > >> recent meeting in September[6][7].
> > >>
> > >> I have just sent an email to this list, as well as posted an
> update to
> > >> Meta-Wiki, with a request for feedback on matters related to the
> > >> Foundation’s Bylaws and trustee selection[8]. That announcement
> contains
> > >> more information about the postponed community selection of
> trustees.
> > >>
> > >> Best regards,
> > >>
> > 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Brad Patrick]

This is a very, very old and tired argument. If you do not understand United 
States non-profit corporations, go educate yourself about those first. If your 
perspective is non-US based, you may have a different frame of mind which is 
irreconcilable with the way WMF is. Take all the time you need to see the 
differences before attacking WMF for (a) what it is and (b) why it isn't what 
you want it to be.

WMF exists legally, and has as its foundation organizational principle, 
authority vested in a Board. WMF is not a membership organization. You would 
not want it to be a membership organization (as a matter of law).

Please temper your criticism accordingly.

Brad Patrick
Former WMF General Counsel

On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos Perneta" 
 
wrote:

I knew they are theoretically self-appointed, but was under the impression
that at least until now an appearance of democracy and legitimacy towards
the community has been respected, which no longer seems to be the case.
I wonder what would be the legitimacy of a self-appointing body in the eyes
of the Wikimedia Movement, and all the communities which are part of it?

Regards,
Paulo

Adam Wight  escreveu no dia quarta, 7/10/2020 à(s)
17:20:

> Greetings, this is a semiautomated response pointing out that the
> Wikimedia Foundation Board is not elected, it's self-appointing. The
> so-called "elections" are in fact nominations to be considered by the
> Board.  Therefore, the Bylaws have not been broken.
>
> This is an unfortunate arrangement, please see [1] for some background
> about the conversion from a membership organization to a non-membership
> organization which is no longer legally required to hold elections.
>
> Regards,
>
> Adam W.
> [[mw:User:Adamw]]
>
> [1]
> 
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
>
> On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > The terms of 3 BoT members expired last month, and the BoT itself 
decided
> > to extend them? What is the legitimacy of that? And why is a BoT which 
is
> > expected to be in a mere interim management waiting for elections,
> > presenting profound changes to its Bylaws [1]?
> >
> > [1] -
> >
> 
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> >
> > Best,
> > Paulo
> >
> > Nataliia Tymkiv  escreveu no dia quarta,
> 7/10/2020
> > à(s) 16:49:
> >
> >> Hello,
> >>
> >> I can answer a few of the questions raised in this thread.
> >>
> >> When the Board postponed the community selection of trustees, we also
> >> extended the terms of the trustees in the affected seats (María
> Sefidari,
> >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally
> set
> >> to expire last month, but because of that term extension they are still
> >> serving as trustees, and as such María remains the Board Chair and
> Dariusz
> >> and James continue on as Committee Chairs[2].
> >>
> >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board
> for
> >> an additional three-year term[3][4].
> >>
> >> The current members of the Board of Trustees are listed on the 
Wikimedia
> >> Foundation website[5].
> >>
> >> We do not currently have a shortage of trustees on the Board, and we
> have
> >> had a quorum for every decision we have made this year. We have
> published
> >> some outstanding Board records, many of which were just approved at our
> >> recent meeting in September[6][7].
> >>
> >> I have just sent an email to this list, as well as posted an update to
> >> Meta-Wiki, with a request for feedback on matters related to the
> >> Foundation’s Bylaws and trustee selection[8]. That announcement 
contains
> >> more information about the postponed community selection of trustees.
> >>
> >> Best regards,
> >>
> >> antanana / Nataliia Tymkiv
> >>
> >> Vice Chair, Wikimedia Foundation Board of Trustees
> >>
> >> [1]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
> >>
> >>
> >> [2]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
> >>
> >>
> >> [3]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [4]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [5] 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Paulo Santos Perneta]

I knew they are theoretically self-appointed, but was under the impression
that at least until now an appearance of democracy and legitimacy towards
the community has been respected, which no longer seems to be the case.
I wonder what would be the legitimacy of a self-appointing body in the eyes
of the Wikimedia Movement, and all the communities which are part of it?

Regards,
Paulo

Adam Wight  escreveu no dia quarta, 7/10/2020 à(s)
17:20:

> Greetings, this is a semiautomated response pointing out that the
> Wikimedia Foundation Board is not elected, it's self-appointing. The
> so-called "elections" are in fact nominations to be considered by the
> Board.  Therefore, the Bylaws have not been broken.
>
> This is an unfortunate arrangement, please see [1] for some background
> about the conversion from a membership organization to a non-membership
> organization which is no longer legally required to hold elections.
>
> Regards,
>
> Adam W.
> [[mw:User:Adamw]]
>
> [1]
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
>
> On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > The terms of 3 BoT members expired last month, and the BoT itself decided
> > to extend them? What is the legitimacy of that? And why is a BoT which is
> > expected to be in a mere interim management waiting for elections,
> > presenting profound changes to its Bylaws [1]?
> >
> > [1] -
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> >
> > Best,
> > Paulo
> >
> > Nataliia Tymkiv  escreveu no dia quarta,
> 7/10/2020
> > à(s) 16:49:
> >
> >> Hello,
> >>
> >> I can answer a few of the questions raised in this thread.
> >>
> >> When the Board postponed the community selection of trustees, we also
> >> extended the terms of the trustees in the affected seats (María
> Sefidari,
> >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally
> set
> >> to expire last month, but because of that term extension they are still
> >> serving as trustees, and as such María remains the Board Chair and
> Dariusz
> >> and James continue on as Committee Chairs[2].
> >>
> >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board
> for
> >> an additional three-year term[3][4].
> >>
> >> The current members of the Board of Trustees are listed on the Wikimedia
> >> Foundation website[5].
> >>
> >> We do not currently have a shortage of trustees on the Board, and we
> have
> >> had a quorum for every decision we have made this year. We have
> published
> >> some outstanding Board records, many of which were just approved at our
> >> recent meeting in September[6][7].
> >>
> >> I have just sent an email to this list, as well as posted an update to
> >> Meta-Wiki, with a request for feedback on matters related to the
> >> Foundation’s Bylaws and trustee selection[8]. That announcement contains
> >> more information about the postponed community selection of trustees.
> >>
> >> Best regards,
> >>
> >> antanana / Nataliia Tymkiv
> >>
> >> Vice Chair, Wikimedia Foundation Board of Trustees
> >>
> >> [1]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
> >>
> >>
> >> [2]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
> >>
> >>
> >> [3]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [4]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [5] https://wikimediafoundation.org/role/board/
> >>
> >>
> >> [6] https://foundation.wikimedia.org/wiki/Meetings
> >>
> >>
> >> [7] https://foundation.wikimedia.org/wiki/Resolutions
> >>
> >> [8]
> >>
> >>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >> <
> >>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >>
> >> *NOTICE: You may have received this message outside of your normal
> working
> >> hours/days, as I usually can work more as a volunteer during weekend.
> You
> >> should not feel obligated to answer it during your days off. Thank you
> in
> >> advance!*
> >>
> >>
> >>
> >> On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
> >> wrote:
> >>
> >>> After I asked my questions on September 4, I was sent the message
> >>> below by some role account I've never heard of, asking about claims
> >>> that have used the names of five other people. I don't edit under my
> >>> real name, but I have never used the names in the linked forum
> >>> postings.
> >>>
> >>> The linked posts also claim that the Foundation's 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Adam Wight]

Greetings, this is a semiautomated response pointing out that the 
Wikimedia Foundation Board is not elected, it's self-appointing. The 
so-called "elections" are in fact nominations to be considered by the 
Board.  Therefore, the Bylaws have not been broken.


This is an unfortunate arrangement, please see [1] for some background 
about the conversion from a membership organization to a non-membership 
organization which is no longer legally required to hold elections.


Regards,

Adam W.
[[mw:User:Adamw]]

[1] 
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy


On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:

The terms of 3 BoT members expired last month, and the BoT itself decided
to extend them? What is the legitimacy of that? And why is a BoT which is
expected to be in a mere interim management waiting for elections,
presenting profound changes to its Bylaws [1]?

[1] -
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes

Best,
Paulo

Nataliia Tymkiv  escreveu no dia quarta, 7/10/2020
à(s) 16:49:


Hello,

I can answer a few of the questions raised in this thread.

When the Board postponed the community selection of trustees, we also
extended the terms of the trustees in the affected seats (María Sefidari,
Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
to expire last month, but because of that term extension they are still
serving as trustees, and as such María remains the Board Chair and Dariusz
and James continue on as Committee Chairs[2].

Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
an additional three-year term[3][4].

The current members of the Board of Trustees are listed on the Wikimedia
Foundation website[5].

We do not currently have a shortage of trustees on the Board, and we have
had a quorum for every decision we have made this year. We have published
some outstanding Board records, many of which were just approved at our
recent meeting in September[6][7].

I have just sent an email to this list, as well as posted an update to
Meta-Wiki, with a request for feedback on matters related to the
Foundation’s Bylaws and trustee selection[8]. That announcement contains
more information about the postponed community selection of trustees.

Best regards,

antanana / Nataliia Tymkiv

Vice Chair, Wikimedia Foundation Board of Trustees

[1]

https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process


[2]

https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019


[3]

https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020


[4]

https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020


[5] https://wikimediafoundation.org/role/board/


[6] https://foundation.wikimedia.org/wiki/Meetings


[7] https://foundation.wikimedia.org/wiki/Resolutions

[8]

https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
<
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric

*NOTICE: You may have received this message outside of your normal working
hours/days, as I usually can work more as a volunteer during weekend. You
should not feel obligated to answer it during your days off. Thank you in
advance!*



On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
wrote:


After I asked my questions on September 4, I was sent the message
below by some role account I've never heard of, asking about claims
that have used the names of five other people. I don't edit under my
real name, but I have never used the names in the linked forum
postings.

The linked posts also claim that the Foundation's nonprofit status is
at risk. I am not a lawyer, but I am skeptical of that claim even
though five Trustees whose three-year terms expired in August
apparently voted on a Resolution in a Board meeting on September 24.
According to Section 4 of the Bylaws, "A quorum shall consist of a
majority of Trustees then in office." Section 6 says, "the Board may
continue doing business as a Board during the vacancy of any Trustee
position." Therefore, since four of the five remaining Trustees all
voted in favor, the Resolution was properly carried, in my layperson's
view. I am less certain about the propriety of allowing a Trustee
whose three year term expired to continue to serve as Chair.

The lack of any update or even ETA for an update on



https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F

is baffling. Elections have never been held in person, only online,
and so the excuse that they were postponed 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Paulo Santos Perneta]

The terms of 3 BoT members expired last month, and the BoT itself decided
to extend them? What is the legitimacy of that? And why is a BoT which is
expected to be in a mere interim management waiting for elections,
presenting profound changes to its Bylaws [1]?

[1] -
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes

Best,
Paulo

Nataliia Tymkiv  escreveu no dia quarta, 7/10/2020
à(s) 16:49:

> Hello,
>
> I can answer a few of the questions raised in this thread.
>
> When the Board postponed the community selection of trustees, we also
> extended the terms of the trustees in the affected seats (María Sefidari,
> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
> to expire last month, but because of that term extension they are still
> serving as trustees, and as such María remains the Board Chair and Dariusz
> and James continue on as Committee Chairs[2].
>
> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
> an additional three-year term[3][4].
>
> The current members of the Board of Trustees are listed on the Wikimedia
> Foundation website[5].
>
> We do not currently have a shortage of trustees on the Board, and we have
> had a quorum for every decision we have made this year. We have published
> some outstanding Board records, many of which were just approved at our
> recent meeting in September[6][7].
>
> I have just sent an email to this list, as well as posted an update to
> Meta-Wiki, with a request for feedback on matters related to the
> Foundation’s Bylaws and trustee selection[8]. That announcement contains
> more information about the postponed community selection of trustees.
>
> Best regards,
>
> antanana / Nataliia Tymkiv
>
> Vice Chair, Wikimedia Foundation Board of Trustees
>
> [1]
>
> https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
>
>
> [2]
>
> https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
>
>
> [3]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [4]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [5] https://wikimediafoundation.org/role/board/
>
>
> [6] https://foundation.wikimedia.org/wiki/Meetings
>
>
> [7] https://foundation.wikimedia.org/wiki/Resolutions
>
> [8]
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> <
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >
>
>
> *NOTICE: You may have received this message outside of your normal working
> hours/days, as I usually can work more as a volunteer during weekend. You
> should not feel obligated to answer it during your days off. Thank you in
> advance!*
>
>
>
> On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
> wrote:
>
> > After I asked my questions on September 4, I was sent the message
> > below by some role account I've never heard of, asking about claims
> > that have used the names of five other people. I don't edit under my
> > real name, but I have never used the names in the linked forum
> > postings.
> >
> > The linked posts also claim that the Foundation's nonprofit status is
> > at risk. I am not a lawyer, but I am skeptical of that claim even
> > though five Trustees whose three-year terms expired in August
> > apparently voted on a Resolution in a Board meeting on September 24.
> > According to Section 4 of the Bylaws, "A quorum shall consist of a
> > majority of Trustees then in office." Section 6 says, "the Board may
> > continue doing business as a Board during the vacancy of any Trustee
> > position." Therefore, since four of the five remaining Trustees all
> > voted in favor, the Resolution was properly carried, in my layperson's
> > view. I am less certain about the propriety of allowing a Trustee
> > whose three year term expired to continue to serve as Chair.
> >
> > The lack of any update or even ETA for an update on
> >
> >
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
> > is baffling. Elections have never been held in person, only online,
> > and so the excuse that they were postponed because of the pandemic
> > crisis seems extremely suspicious. Indefinitely delaying elections for
> > such a vacuous reason makes the Foundation look like the worst of the
> > bad actors in today's international political climate. Doesn't the
> > cancelled travel of the pandemic crisis give the Foundation more time
> > to hold elections, not less? Whether non-profit status is at risk or
> > not, I would hope that the Foundation, 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Nathan]

(sent in reply to the original e-mail but it was caught since it was on the
announce-l)

Hi Nataliia,

I imagine the board went through an evaluation process - perhaps with the
assistance of non-profit governance experts - to help guide the board as to
the appropriate size given the board's function, research about the
effectiveness of corporate boards at different sizes, etc. Can you share
some of the details of that process and how the board arrived at 16 seats
specifically? Do you have any data that estimates the time commitment for
existing board members, between general board participation and committee
roles?

Thanks for any insight,
Nathan


On Wed, Oct 7, 2020 at 11:49 AM Nataliia Tymkiv 
wrote:

> Hello,
>
> I can answer a few of the questions raised in this thread.
>
> When the Board postponed the community selection of trustees, we also
> extended the terms of the trustees in the affected seats (María Sefidari,
> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
> to expire last month, but because of that term extension they are still
> serving as trustees, and as such María remains the Board Chair and Dariusz
> and James continue on as Committee Chairs[2].
>
> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
> an additional three-year term[3][4].
>
> The current members of the Board of Trustees are listed on the Wikimedia
> Foundation website[5].
>
> We do not currently have a shortage of trustees on the Board, and we have
> had a quorum for every decision we have made this year. We have published
> some outstanding Board records, many of which were just approved at our
> recent meeting in September[6][7].
>
> I have just sent an email to this list, as well as posted an update to
> Meta-Wiki, with a request for feedback on matters related to the
> Foundation’s Bylaws and trustee selection[8]. That announcement contains
> more information about the postponed community selection of trustees.
>
> Best regards,
>
> antanana / Nataliia Tymkiv
>
> Vice Chair, Wikimedia Foundation Board of Trustees
>
> [1]
>
> https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
>
>
> [2]
>
> https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
>
>
> [3]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [4]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [5] https://wikimediafoundation.org/role/board/
>
>
> [6] https://foundation.wikimedia.org/wiki/Meetings
>
>
> [7] https://foundation.wikimedia.org/wiki/Resolutions
>
> [8]
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> <
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >
>
>
> *NOTICE: You may have received this message outside of your normal working
> hours/days, as I usually can work more as a volunteer during weekend. You
> should not feel obligated to answer it during your days off. Thank you in
> advance!*
>
>
>
> On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
> wrote:
>
> > After I asked my questions on September 4, I was sent the message
> > below by some role account I've never heard of, asking about claims
> > that have used the names of five other people. I don't edit under my
> > real name, but I have never used the names in the linked forum
> > postings.
> >
> > The linked posts also claim that the Foundation's nonprofit status is
> > at risk. I am not a lawyer, but I am skeptical of that claim even
> > though five Trustees whose three-year terms expired in August
> > apparently voted on a Resolution in a Board meeting on September 24.
> > According to Section 4 of the Bylaws, "A quorum shall consist of a
> > majority of Trustees then in office." Section 6 says, "the Board may
> > continue doing business as a Board during the vacancy of any Trustee
> > position." Therefore, since four of the five remaining Trustees all
> > voted in favor, the Resolution was properly carried, in my layperson's
> > view. I am less certain about the propriety of allowing a Trustee
> > whose three year term expired to continue to serve as Chair.
> >
> > The lack of any update or even ETA for an update on
> >
> >
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
> > is baffling. Elections have never been held in person, only online,
> > and so the excuse that they were postponed because of the pandemic
> > crisis seems extremely suspicious. Indefinitely delaying elections for
> > such a vacuous reason makes the Foundation look like the worst of the
> > 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Nataliia Tymkiv]

Hello,

I can answer a few of the questions raised in this thread.

When the Board postponed the community selection of trustees, we also
extended the terms of the trustees in the affected seats (María Sefidari,
Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
to expire last month, but because of that term extension they are still
serving as trustees, and as such María remains the Board Chair and Dariusz
and James continue on as Committee Chairs[2].

Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
an additional three-year term[3][4].

The current members of the Board of Trustees are listed on the Wikimedia
Foundation website[5].

We do not currently have a shortage of trustees on the Board, and we have
had a quorum for every decision we have made this year. We have published
some outstanding Board records, many of which were just approved at our
recent meeting in September[6][7].

I have just sent an email to this list, as well as posted an update to
Meta-Wiki, with a request for feedback on matters related to the
Foundation’s Bylaws and trustee selection[8]. That announcement contains
more information about the postponed community selection of trustees.

Best regards,

antanana / Nataliia Tymkiv

Vice Chair, Wikimedia Foundation Board of Trustees

[1]
https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process


[2]
https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019


[3]
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020


[4]
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020


[5] https://wikimediafoundation.org/role/board/


[6] https://foundation.wikimedia.org/wiki/Meetings


[7] https://foundation.wikimedia.org/wiki/Resolutions

[8]
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric



*NOTICE: You may have received this message outside of your normal working
hours/days, as I usually can work more as a volunteer during weekend. You
should not feel obligated to answer it during your days off. Thank you in
advance!*



On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
wrote:

> After I asked my questions on September 4, I was sent the message
> below by some role account I've never heard of, asking about claims
> that have used the names of five other people. I don't edit under my
> real name, but I have never used the names in the linked forum
> postings.
>
> The linked posts also claim that the Foundation's nonprofit status is
> at risk. I am not a lawyer, but I am skeptical of that claim even
> though five Trustees whose three-year terms expired in August
> apparently voted on a Resolution in a Board meeting on September 24.
> According to Section 4 of the Bylaws, "A quorum shall consist of a
> majority of Trustees then in office." Section 6 says, "the Board may
> continue doing business as a Board during the vacancy of any Trustee
> position." Therefore, since four of the five remaining Trustees all
> voted in favor, the Resolution was properly carried, in my layperson's
> view. I am less certain about the propriety of allowing a Trustee
> whose three year term expired to continue to serve as Chair.
>
> The lack of any update or even ETA for an update on
>
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
> is baffling. Elections have never been held in person, only online,
> and so the excuse that they were postponed because of the pandemic
> crisis seems extremely suspicious. Indefinitely delaying elections for
> such a vacuous reason makes the Foundation look like the worst of the
> bad actors in today's international political climate. Doesn't the
> cancelled travel of the pandemic crisis give the Foundation more time
> to hold elections, not less? Whether non-profit status is at risk or
> not, I would hope that the Foundation, Board, and Elections Committee
> would be more interested in upholding the principles of good
> governance than failing to even announce a new schedule or even a date
> by which a new schedule will be announced.
>
> -Will
>
> On Mon, Sep 14, 2020 at 10:31 PM Gender Desk 
> wrote:
> >
> > Mr. Takatoshi,
> >
> > Wikipediocracy has suggested that you have also used the names "Rogol
> Domedonfors, Renée Bagslint, Jennifer Pryor-Summers, Felicity Braingut,
> Thomas Townsend and others."
> http://wikipediocracy.com/forum/viewtopic.php?f=14=11567
> >
> > Can you comment on that?
> >
> > Regards,
> > Genderdesk
> >
> > genderdesk.wordpress.com
>
>
> 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Bill Takatoshi]

After I asked my questions on September 4, I was sent the message
below by some role account I've never heard of, asking about claims
that have used the names of five other people. I don't edit under my
real name, but I have never used the names in the linked forum
postings.

The linked posts also claim that the Foundation's nonprofit status is
at risk. I am not a lawyer, but I am skeptical of that claim even
though five Trustees whose three-year terms expired in August
apparently voted on a Resolution in a Board meeting on September 24.
According to Section 4 of the Bylaws, "A quorum shall consist of a
majority of Trustees then in office." Section 6 says, "the Board may
continue doing business as a Board during the vacancy of any Trustee
position." Therefore, since four of the five remaining Trustees all
voted in favor, the Resolution was properly carried, in my layperson's
view. I am less certain about the propriety of allowing a Trustee
whose three year term expired to continue to serve as Chair.

The lack of any update or even ETA for an update on
https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
is baffling. Elections have never been held in person, only online,
and so the excuse that they were postponed because of the pandemic
crisis seems extremely suspicious. Indefinitely delaying elections for
such a vacuous reason makes the Foundation look like the worst of the
bad actors in today's international political climate. Doesn't the
cancelled travel of the pandemic crisis give the Foundation more time
to hold elections, not less? Whether non-profit status is at risk or
not, I would hope that the Foundation, Board, and Elections Committee
would be more interested in upholding the principles of good
governance than failing to even announce a new schedule or even a date
by which a new schedule will be announced.

-Will

On Mon, Sep 14, 2020 at 10:31 PM Gender Desk  wrote:
>
> Mr. Takatoshi,
>
> Wikipediocracy has suggested that you have also used the names "Rogol 
> Domedonfors, Renée Bagslint, Jennifer Pryor-Summers, Felicity Braingut, 
> Thomas Townsend and others." 
> http://wikipediocracy.com/forum/viewtopic.php?f=14=11567
>
> Can you comment on that?
>
> Regards,
> Genderdesk
>
> genderdesk.wordpress.com


On Mon, Sep 14, 2020 at 7:38 PM Samuel Klein  wrote:
>
> Can anyone from the elections committee comment?  What is the current
> plan?//S

>
> On Fri, Sep 4, 2020 at 8:05 PM Bill Takatoshi 
> wrote:
>
> > How long can the Foundation legally postpone Board of Trustees elections?
> >
> >
> > https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F

> > has a comment from April saying, "Once things get moving again,
> > appopriate [sic] date for the election will be decided and an
> > announcement will be made."
> >
> >
> > https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees#Current_members
> > suggests that five board members terms end on "Wikimania 2020" -- but
> > is that accurate?
> >
> >
> > https://foundation.wikimedia.org/wiki/Resolution:Term_Limit_Proposal_for_Bylaws
> > is clear that "All Board terms are three years" and "the term of each
> > such appointment shall not exceed three years."
> >
> > Who are the current members of the Board of Trustees?
> >
> > Can the board achieve a quorum in its present state?
> >
> > Who is the Chair currently?
> >
>
> --
> Samuel Klein  @metasj   w:user:sj  +1 617 529 4266

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Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Samuel Klein]

Can anyone from the elections committee comment?  What is the current
plan?//S

On Fri, Sep 4, 2020 at 8:05 PM Bill Takatoshi 
wrote:

> How long can the Foundation legally postpone Board of Trustees elections?
>
>
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone
> ?
> has a comment from April saying, "Once things get moving again,
> appopriate [sic] date for the election will be decided and an
> announcement will be made."
>
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees#Current_members
> suggests that five board members terms end on "Wikimania 2020" -- but
> is that accurate?
>
>
> https://foundation.wikimedia.org/wiki/Resolution:Term_Limit_Proposal_for_Bylaws
> is clear that "All Board terms are three years" and "the term of each
> such appointment shall not exceed three years."
>
> Who are the current members of the Board of Trustees?
>
> Can the board achieve a quorum in its present state?
>
> Who is the Chair currently?
>
> ___
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and
> https://meta.wikimedia.org/wiki/Wikimedia-l
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> 
>


-- 
Samuel Klein  @metasj   w:user:sj  +1 617 529 4266
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[Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Bill Takatoshi]

How long can the Foundation legally postpone Board of Trustees elections?

https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone?
has a comment from April saying, "Once things get moving again,
appopriate [sic] date for the election will be decided and an
announcement will be made."

https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees#Current_members
suggests that five board members terms end on "Wikimania 2020" -- but
is that accurate?

https://foundation.wikimedia.org/wiki/Resolution:Term_Limit_Proposal_for_Bylaws
is clear that "All Board terms are three years" and "the term of each
such appointment shall not exceed three years."

Who are the current members of the Board of Trustees?

Can the board achieve a quorum in its present state?

Who is the Chair currently?

___
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