Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
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...@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.dal...@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...@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 lodew...@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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On 11/6/12 3:26 AM, Risker wrote: On 5 November 2012 20:01, John Vandenberg jay...@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 treasurer. Appointment of Stu was completely dependent on the assignment. Florence 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 moniesand 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
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On 6 November 2012 03:07, Florence Devouard anthe...@yahoo.com wrote: On 11/6/12 3:26 AM, Risker wrote: On 5 November 2012 20:01, John Vandenberg jay...@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 treasurer. Appointment of Stu was completely dependent on the assignment. Florence I get that Stu's selection as a Board-appointed trustee was based on his qualifications. However, there is nothing in the bylaw now or at any time that specified the Treasurer must have certain qualifications, nor is there anything in the bylaw's description of Board-selected trustees that specifies that any of them must have specific qualifications. It was entirely appropriate that the Board sought out and appointed a trustee that had qualifications that the Board felt was necessary in order for it to meet its obligations; however, if by chance a community-selected or chapter-selected trustee had held the necessary qualifications and was willing to act as Treasurer, then it would not have been necessary to use a Board-selected appointment to ensure that the role was filled. I realise this seems like a pedantic argument; however, one of the purposes of Board-selected trustee seats is to fill whatever needs the otherwise-selected seats don't fill, not to fill the Treasurer seat specifically. There are roles that must be filled, and there are seats that must be filled. Those are both described in the bylaws. However, which seat is used to fill which role is not described in the bylaw. Risker ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Risker, 06/11/2012 03:26: On 5 November 2012 20:01, John Vandenberg jay...@gmail.com wrote: Bylaw changes are never housekeeping. [snp] 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? TL;DR: if we've already decided that what we're doing is The Best Decision Ever Possible, why ask to comment? Sure, but the point of transparency is that sometimes one fails to see things that others may usefully point out, therefore I find your reply completely useless for a constructive approach. John's point is a very simple one and no, there's no reason whatsoever to avoid advertising bylaws changes in advance, as Sj himself just said. Nemo P.s.: I've been part of the bylaws reform committee of my University, which is way bigger and more complex than the WMF's, and yes, we argued quite a lot even on commas and publicly asked feedback for everything (or at least officially tried to, and sometimes failed) because in bylaws every detail matters. ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Risker, 06/11/2012 09:40: On 6 November 2012 03:07, Florence Devouard anthe...@yahoo.com wrote: 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 treasurer. Appointment of Stu was completely dependent on the assignment. Florence I get that Stu's selection as a Board-appointed trustee was based on his qualifications. However, there is nothing in the bylaw now or at any time that specified the Treasurer must have certain qualifications, nor is there anything in the bylaw's description of Board-selected trustees that specifies that any of them must have specific qualifications. You're wrong. https://wikimediafoundation.org/w/index.php?title=Bylawsoldid=56028#Section_3._Selection. «The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A)» - «The Board must comprise members with a diverse set of talents, experience, and competencies that will best fulfill the mission and needs of the Foundation». How the process should work in more detail is discussed elsewhere[1] but yes, there are criteria in the bylaws according to which the board must appoint members (otherwise it would be completely discretionary), so the rationale Florence recalled above was necessary for the appointment to be consistent with the bylaws, and changes to the bylaws of course require the rationales to change accordingly. Changes may be bigger or smaller (Bishakha said they're small enough not to impact the current composition), but it's factually incorrect to deny them. Practically speaking, I'd expect the next appointment resolution to explain its consistency with the new bylaws rather than just confirm previous resolutions which were in a different context and are therefore ipso facto no longer relevant. Nemo [1] https://meta.wikimedia.org/wiki/Democratizing_the_Wikimedia_Foundation#Selecting_board_members ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
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...@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...@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.dal...@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...@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 lodew...@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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
(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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
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 lodew...@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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
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...@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 lodew...@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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
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.dal...@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...@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 lodew...@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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Being responsible for something doesn't you're the one that actually does it. On Nov 6, 2012 12:30 AM, Risker risker...@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.dal...@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...@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 lodew...@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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
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. One seat (treasurer) needed to have relevant professional experience. Now it doesnt. At least one additional WMF staff officer (the new secretary) will, presumably, now be present at all board meetings. 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. John Vandenberg. sent from Galaxy Note On Nov 6, 2012 7:30 AM, Risker risker...@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.dal...@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...@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 lodew...@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 lodew...@effeietsanders.org Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On 5 November 2012 20:01, John Vandenberg jay...@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. 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 moniesand 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
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Just reiterating for the n-th time on this list that people would appreciate if you publicly shared draft bylaws amendments before approving them. The consistent lack of transparency in such fundamental decisions within the WMF is always astonishing. After the fact, I'd appreciate a readable resolution or diff as both https://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws and https://wikimediafoundation.org/w/index.php?title=Bylawsdiff=84853oldid=84852 are useless. Nemo ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
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. I hope that also other board members will share their view on this process, and why they didn't ask input of the community themselves. I would have expected such questions especially from those board members that were (s)elected by the community and/or the chapters. Do you consider such community discussions unwanted? Was there an exceptional legal threat that required these changes at short notice? Kind regards, Lodewijk 2012/11/2 Federico Leva (Nemo) nemow...@gmail.com Just reiterating for the n-th time on this list that people would appreciate if you publicly shared draft bylaws amendments before approving them. The consistent lack of transparency in such fundamental decisions within the WMF is always astonishing. After the fact, I'd appreciate a readable resolution or diff as both https://wikimediafoundation.**org/wiki/Resolution:Amended_**Bylawshttps://wikimediafoundation.org/wiki/Resolution:Amended_Bylawsand https://wikimediafoundation.**org/w/index.php?title=Bylaws** diff=84853oldid=84852https://wikimediafoundation.org/w/index.php?title=Bylawsdiff=84853oldid=84852 are useless. Nemo __**_ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.**org Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/**mailman/listinfo/wikimedia-lhttps://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Bishaka, Seeing as there was no public discussion of these amendments, to my knowledge, can you at least explain them now? The responsibilities of the Secretary and Treasurer are board responsibilities. While the day-to-day work of the role may be delegated to staff, it is still the job of the board to ensure that everything is done correctly. How does the board intend to do that in future? Have individual trustees been appointed as liaisons to these new officers? Or are there committees to oversee their work? On Nov 2, 2012 9:29 AM, Bishakha Datta bishakhada...@gmail.com wrote: Dear all, At its in-person meeting of 26 October, the Board of Trustees also approved the two following resolutions: http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws This resolution approved the revised and amended Foundation bylaws. The updated Bylaws are being adopted to ensure the Foundation's continued compliance with applicable laws and to further clarify certain procedural matters. Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee officer positions. In line with this amendment, non-trustees have been appointed to both these positions. The resolution approving these appointments is published at: http://wikimediafoundation.org/wiki/Resolution:Appointment_of_Foundation_Staff_Officers All resolutions from the in-person meeting of 26 October have now been published. Questions and comments, as always, are welcome. Best Bishakha ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On Fri, Nov 2, 2012 at 5:29 AM, Bishakha Datta bishakhada...@gmail.comwrote: Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee officer positions. This doesn't seem too unreasonable in itself, but it is somewhat surprising that you didn't readjust the board's composition accordingly. The justification for having unelected seats is to ensure that the board has people with specific skills or backgrounds, and my impression was that getting someone with accounting experience to serve as treasurer was part of that. ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On Fri, Nov 2, 2012 at 9:31 PM, Benjamin Lees emufarm...@gmail.com wrote: On Fri, Nov 2, 2012 at 5:29 AM, Bishakha Datta bishakhada...@gmail.com wrote: Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee officer positions. This doesn't seem too unreasonable in itself, but it is somewhat surprising that you didn't readjust the board's composition accordingly. The justification for having unelected seats is to ensure that the board has people with specific skills or backgrounds, and my impression was that getting someone with accounting experience to serve as treasurer was part of that. And that accounting experience is still very much needed on the Board - to head the Audit Committee and to oversee the treasurer. Best Bishakha ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@effeietsanders.orgwrote: 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? Just asking! Feel free to disagree, Bishakha ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Hi Bishakha, In my opinion, given the generally curious nature of our movement, it might be a good idea to make more preparatory material for the board meetings available publicly in advance. Not necessarily as a way to allow comments or input, but as a matter of transparency. Especially for proposals that are not likely to be changed during the meeting (e.g. the technical bylaw amendments) and that will become public as a result of the board vote, it might be possible to publish them in advance without any adverse consequences, and resulting in greater transparency. (In this regard, the fact that Sue's recommendations were on Meta already was a great step; without knowing the exact deliberations that happened at the meeting, probably the bylaw amendments and the committee charters could have been made public in advance.) Best regards, Bence On Fri, Nov 2, 2012 at 5:21 PM, Bishakha Datta bishakhada...@gmail.comwrote: On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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? Just asking! Feel free to disagree, Bishakha ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On Fri, Nov 2, 2012 at 10:03 PM, Bence Damokos bdamo...@gmail.com wrote: Hi Bishakha, In my opinion, given the generally curious nature of our movement, it might be a good idea to make more preparatory material for the board meetings available publicly in advance. Not necessarily as a way to allow comments or input, but as a matter of transparency. Especially for proposals that are not likely to be changed during the meeting (e.g. the technical bylaw amendments) and that will become public as a result of the board vote, it might be possible to publish them in advance without any adverse consequences, and resulting in greater transparency. (In this regard, the fact that Sue's recommendations were on Meta already was a great step; without knowing the exact deliberations that happened at the meeting, probably the bylaw amendments and the committee charters could have been made public in advance.) Fair point. And kudos to Sue for creating her recommendations on Meta. But I do (now speaking personally) actually agree with your larger point, and this is something we will discuss on the Board and, hopefully, take on board more fully. Bishakha ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On Nov 2, 2012 3:07 PM, Bishakha Datta bishakhada...@gmail.com wrote: On Fri, Nov 2, 2012 at 5:26 PM, Thomas Dalton thomas.dal...@gmail.com wrote: The responsibilities of the Secretary and Treasurer are board responsibilities. While the day-to-day work of the role may be delegated to staff, it is still the job of the board to ensure that everything is done correctly. How does the board intend to do that in future? Have individual trustees been appointed as liaisons to these new officers? Or are there committees to oversee their work? Yes, both will be overseen by Board members. The Treasurer will be overseen by the Audit Committee head, while the Secretary will be overseen by the Board Governance Committee head. Thank you! ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Hi Bishakha, 2012/11/2 Bishakha Datta bishakhada...@gmail.com On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
It's a good idea to make prep materials available a week in advance, to the community as to the board. Exceptions can be made for any materials that are sensitive in nature. I can think of only one or two examples from the past few meetings. Much of the material is published afterwards anyway. On the same subject, most draft resolutions can be worked out on meta as well. This might encourage more community-proposed resolutions for the Board to consider, which would also be healthy. SJ On Fri, Nov 2, 2012 at 12:33 PM, Bence Damokos bdamo...@gmail.com wrote: Hi Bishakha, In my opinion, given the generally curious nature of our movement, it might be a good idea to make more preparatory material for the board meetings available publicly in advance. Not necessarily as a way to allow comments or input, but as a matter of transparency. Especially for proposals that are not likely to be changed during the meeting (e.g. the technical bylaw amendments) and that will become public as a result of the board vote, it might be possible to publish them in advance without any adverse consequences, and resulting in greater transparency. (In this regard, the fact that Sue's recommendations were on Meta already was a great step; without knowing the exact deliberations that happened at the meeting, probably the bylaw amendments and the committee charters could have been made public in advance.) Best regards, Bence On Fri, Nov 2, 2012 at 5:21 PM, Bishakha Datta bishakhada...@gmail.com wrote: On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodew...@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? Just asking! Feel free to disagree, Bishakha ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@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@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On 2 November 2012 16:06, Bishakha Datta bishakhada...@gmail.com wrote: Ok, I've added a reference link into the resolution at: http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws Please go through this to compare old and revised versions of the bylaws; since there are many small changes, I have uploaded the entire document. The document showing the revisions can also be directly accessed from this link: http://commons.wikimedia.org/wiki/File:Wikimedia_Foundation_Bylaws_posted_mark-up.pdf Thank you for doing this, but (correct me if I'm wrong) it looks like this document had already been created by Kelly, presumably for easy review internally of the changes to the Bylaws. Please don't forget that there's a huge online community that all have different interests and pay particular attention to certain things - some clearly with the WMF as evident from this mailing list thread. Thus, in the future (this is for both Board members and WMF staff) it would be much better, when announcing *any* potentially controversial changes like this to *proactively* provide such documents, than potentially give the impression that you are intentionally trying to hide something by waiting for a community member to request it. -- Thehelpfulone http://meta.wikimedia.org/wiki/User:Thehelpfulone ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On Fri, Nov 2, 2012 at 10:35 AM, Lodewijk lodew...@effeietsanders.org wrote: 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. Hi Lodewijk (and all), Here's my thoughts on this... and a little history. As I recall, the last time the Board revised the bylaws in 2010 the board also didn't notify the community, except via resolution after the fact, and I remember that you and I had a long conversation about it where you basically made this same argument, and I agreed with you. I brought your points up to the board at the time, and I believe (though my memory is flawed) I proposed something like a two-week notification period to notify the community for bylaws changes. I think at the time there was general agreement that the principle seemed good, though there were questions about how to integrate feedback and some discussion that the bylaws themselves don't require such notification. There may be other points that I'm forgetting. Nothing really happened though (nothing formal was drafted) and the issue didn't arise again during my term since we didn't need to make further bylaws revisions. So I totally understand your frustration, Lodewijk, because it must seem like you've been having this exact same conversation with the board for years. And this particular bylaws change is even more complicated -- it is difficult to know how best to refer legal changes to the community for review, when they need to be made for compliance reasons. Regardless, in the spirit of being constructive, I propose (as a community member) two changes to the Board and community at large: * a formal Board resolution that states the procedure for bylaws changes (mirroring the other procedural resolutions, such as voting transparency and deliberation rules). * a better (more public) standing rules/procedures type of document that lays out the procedure for how the board works -- i.e. what the best practice is for notification of meetings, etc. etc. Currently some of this information is in the board manual, some is in the bylaws, some is in resolutions and some is in informal private documents like the notes the secretary uses. It would be nice to bring that all together into one place on meta, and such a document would help future boards -- compared to many nonprofits, we have a lot of turnover on our board, and it takes a while for each member as well as each secretary to come up to speed. I'm imagining a document that is more like an English Wikipedia guideline, rather than policy -- best practices that the board follows unless there are good reasons not to. I guess now that I've made these suggestions I've also volunteered myself to work on them, huh :P cheers, Phoebe ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Hi Phoebe, thank you for your thoughts. I must admit that I don't remember these discussions and yes, I understand the frustration even more with this background. Like Bishakha and Sam I will support to publish as much information as possible before our meetings. I agree that this issue would have been a good start to do this, and we missed to realize this. Most of the changes are somewhat cosmetical (continuous designations, adjustments on former decisions). The change for secretary and treasurer are critical to get the best of the Trustees where it is needed and not to waste lots of energy and concentration on things that are originally grounded and better placed in the hands of staff. (Personally, I'm just happy to have Bishakha involved as much in our discussions as any other Trustee without the responsibility to take notes at the same time.) Since I've joined the board I've wondered how things are done. And after having asked lots of questions, peeved my colleagues and found several places with descriptions for the public but without concrete directions for the board, I've decided to build a set of rules of procedures for the board. Since this has to do with processes and standards to ensure and hopefully improve the board's work the creation of it will be led by the Board Governance Committee. The committee has agreed to start with it in 2013. There will be a Meta page with the BGC's agenda in the next days and I'm glad to get more input from the community. Regards, Alice. On Fri, Nov 2, 2012 at 7:16 PM, phoebe ayers phoebe.w...@gmail.com wrote: On Fri, Nov 2, 2012 at 10:35 AM, Lodewijk lodew...@effeietsanders.org wrote: 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. Hi Lodewijk (and all), Here's my thoughts on this... and a little history. As I recall, the last time the Board revised the bylaws in 2010 the board also didn't notify the community, except via resolution after the fact, and I remember that you and I had a long conversation about it where you basically made this same argument, and I agreed with you. I brought your points up to the board at the time, and I believe (though my memory is flawed) I proposed something like a two-week notification period to notify the community for bylaws changes. I think at the time there was general agreement that the principle seemed good, though there were questions about how to integrate feedback and some discussion that the bylaws themselves don't require such notification. There may be other points that I'm forgetting. Nothing really happened though (nothing formal was drafted) and the issue didn't arise again during my term since we didn't need to make further bylaws revisions. So I totally understand your frustration, Lodewijk, because it must seem like you've been having this exact same conversation with the board for years. And this particular bylaws change is even more complicated -- it is difficult to know how best to refer legal changes to the community for review, when they need to be made for compliance reasons. Regardless, in the spirit of being constructive, I propose (as a community member) two changes to the Board and community at large: * a formal Board resolution that states the procedure for bylaws changes (mirroring the other procedural resolutions, such as voting transparency and deliberation rules). * a better (more public) standing rules/procedures type of document that lays out the procedure for how the board works -- i.e. what the best practice is for notification of meetings, etc. etc. Currently some of this information is in the board manual, some is in the bylaws, some is in resolutions and some is in informal private documents like the notes the secretary uses. It would be nice to bring that all together into one place on meta, and such a document would help future boards -- compared to many nonprofits, we have a lot of turnover on our board, and it takes a while for each member as well as each secretary to come up to speed. I'm imagining a document that is more like an English Wikipedia guideline, rather than policy -- best practices that the board follows unless there are good reasons not to. I guess now that I've made these suggestions I've also volunteered myself to work on them, huh :P cheers, Phoebe ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
Bishakha Datta, 02/11/2012 17:08: On Fri, Nov 2, 2012 at 9:31 PM, Benjamin Lees wrote: This doesn't seem too unreasonable in itself, but it is somewhat surprising that you didn't readjust the board's composition accordingly. The justification for having unelected seats is to ensure that the board has people with specific skills or backgrounds, and my impression was that getting someone with accounting experience to serve as treasurer was part of that. And that accounting experience is still very much needed on the Board - to head the Audit Committee and to oversee the treasurer. This seems quite a weak answer to Benjamin's point: if the experience of an expert board member is relevant/needed only for one committee which can consist also of non-board members (who in principle can also head it), then the board may well decide to restrict his/her partecipation to that committee, to take advantage of that experience where it's most effective and free a board position to allow further diversification and expansion of board member experiences. Nemo ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Re: [Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers
On Fri, Nov 2, 2012 at 6:46 PM, MZMcBride z...@mzmcbride.com wrote: My apologies. I read your previous suggestion during the travel guide discussion and the only real route for communicating with a Board member to solicit a proposal seemed to me to be private user-to-user e-mail. Are there other (a)venues available? Should people be using wiki user talk pages for this? At times one does need a clear way to send private messages, perhaps to a new ombudsman position on the Board, now that the secretary is not a Trustee. (Or is this is a reason to expand the scope of the ombudsmen committee?) Drafting resolutions on Meta-Wiki sounds good. Does the Board do that? (-: Increasingly, yes; as does the ED. We could (should?) do more. See: http://meta.wikimedia.org/w/index.php?title=WWMzMcDoldid=4413588#Draft_more_Board_resolutions_on_Meta Sam. ___ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
