Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[David Emrany]

Hi Adam

I believe you better understand how the robbery happened by studying
the way the composition of the Board and WMF's senior functionaries
rotated between 2005 to 2010. You can access these online from the
government websites where WMF filed them

David

On 3/9/16, Adam Wight  wrote:
> I need some help researching the history of the Wikimedia Foundation's
> membership status.  It's very slow going, and we could use the help of
> people who understand nonprofit law, with experience practicing in Florida
> a definite plus.
>
> In the meantime, here's one more interesting lead: [1]  This is a list of
> filings made with the Florida Division of Corporations.  Bylaws are not
> filed with the State [2], so I'm still unclear about how the Wikimedia
> Foundation would have reported the change from a membership to a
> non-membership organization.  The last paragraph of this pamphlet addresses
> our question, unfortunately the pamphlet is written for Maine and not
> Florida: [3]  I'll quote it here for convenience, because it's relevant,
> and sort of reassuring to know that other people have had the same problems.
>
>> It is not uncommon for an organization to have been established with
> legal members years ago, without much thought given to the matter. Often,
> in the hustle and bustle of things, the membership aspect has withered away
> and the organization is no longer following its burdensome, albeit
> well-intentioned, articles and bylaws provisions on membership. A Board in
> this position can do one of three things: It can amend the articles and
> bylaws so as to become a non-membership organization (although usually this
> step requires the vote of the members, so can be easier said than done).
> It can change its practices so as to start complying with the membership
> provisions. A third and perilous option is to ignore the issue, and hope no
> one notices or cares.
>
> Thanks,
> Adam
> [[mw:User:Adamw]]
> Disclaimer: I am employed full-time by the Wikimedia Foundation, but this
> is a personal letter. Statements made from this email account are my own,
> and may not reflect the views of the Foundation.
>
> [1]
> http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName=Initial=WIKIMEDIAFOUNDATION%20N03053230=domnp-n0305323-6dc7ff3a-b7ba-4c97-9b9e-4545cef1ca0a=wikimedia%20foundation=WIKIMEDIAFOUNDATION%20N03053230
> [2] https://efile.sunbiz.org/Profit_Filing_Help.html
> [3]
> http://www.nonprofitmaine.org/wp-content/uploads/2013/07/PrimerMembershipNonprofitOrganizations.pdf
>
> On Thu, Jan 28, 2016 at 11:58 AM Adam Wight  wrote:
>
>> Hi Florence,
>>
>> Thanks for jumping into this conversation and sharing your illuminating
>> perspective as an "old timer" :-)  I wanted to take a moment to also thank
>> you for your initiatives at the time, it's thrilling to imagine what might
>> have happened if more people had taken an interest in your "less easy
>> way"[1] of developing membership into a concrete governance model like the
>> Apache Software Foundation[2].  Without the open, constructive letters you
>> were writing at the time to communicate between the Board and Wikimedians,
>> we couldn't be having this conversation now.
>>
>> I'd love to hear any more thoughts about how we might have, or still
>> could, work around the Florida recordkeeping requirements,[3] Alex Roshuk
>> for example suggested that our database may have been an adequate
>> membership roster, because "names and addresses" could possibly be
>> interpreted to allow for pseudonyms and email addresses or a WMF P.O. box,
>> as long as there was no intent to defraud.[4]  Brad Patrick's input on
>> this
>> would be invaluable as well, thank you for pinging him.  It seems like he
>> might have recognized that this was uncharted legal territory, and pushed
>> for a conservative revision of the bylaws to reduce risks and eliminate
>> the
>> open questions?
>>
>> Adam
>> [[mw:User:Adamw]]
>>
>> [1]
>> https://lists.wikimedia.org/pipermail/wikimedia-l/2006-June/067648.html
>> [2] http://www.apache.org/foundation/how-it-works.html
>> [3]
>> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_membership_controversy#Recordkeeping_requirements
>> [4]
>> https://en.wikipedia.org/wiki/User_talk:The_Thadman/Give_Back_Our_Membership#A_few_clarifications
>> "You seem to think that there is something irreconcilable with
>> pseudonymous
>> contributions and membership"
>>
>> On Thu, Jan 28, 2016 at 2:46 AM, Florence Devouard 
>> wrote:
>>
>>> Le 27/01/16 19:30, SarahSV a écrit :
>>>
>>> On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard 
 wrote:

 I read you Sarah. Good point. Hmmm.

> But ianal...
>
> I am sure it was discussed back then, but I forgot the details.
>
> I contacted Brad on Facebook to suggest him to read the list. Perhaps
> he
> might be willing to 

Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Adam Wight]

I need some help researching the history of the Wikimedia Foundation's
membership status.  It's very slow going, and we could use the help of
people who understand nonprofit law, with experience practicing in Florida
a definite plus.

In the meantime, here's one more interesting lead: [1]  This is a list of
filings made with the Florida Division of Corporations.  Bylaws are not
filed with the State [2], so I'm still unclear about how the Wikimedia
Foundation would have reported the change from a membership to a
non-membership organization.  The last paragraph of this pamphlet addresses
our question, unfortunately the pamphlet is written for Maine and not
Florida: [3]  I'll quote it here for convenience, because it's relevant,
and sort of reassuring to know that other people have had the same problems.

> It is not uncommon for an organization to have been established with
legal members years ago, without much thought given to the matter. Often,
in the hustle and bustle of things, the membership aspect has withered away
and the organization is no longer following its burdensome, albeit
well-intentioned, articles and bylaws provisions on membership. A Board in
this position can do one of three things: It can amend the articles and
bylaws so as to become a non-membership organization (although usually this
step requires the vote of the members, so can be easier said than done).
It can change its practices so as to start complying with the membership
provisions. A third and perilous option is to ignore the issue, and hope no
one notices or cares.

Thanks,
Adam
[[mw:User:Adamw]]
Disclaimer: I am employed full-time by the Wikimedia Foundation, but this
is a personal letter. Statements made from this email account are my own,
and may not reflect the views of the Foundation.

[1]
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName=Initial=WIKIMEDIAFOUNDATION%20N03053230=domnp-n0305323-6dc7ff3a-b7ba-4c97-9b9e-4545cef1ca0a=wikimedia%20foundation=WIKIMEDIAFOUNDATION%20N03053230
[2] https://efile.sunbiz.org/Profit_Filing_Help.html
[3]
http://www.nonprofitmaine.org/wp-content/uploads/2013/07/PrimerMembershipNonprofitOrganizations.pdf

On Thu, Jan 28, 2016 at 11:58 AM Adam Wight  wrote:

> Hi Florence,
>
> Thanks for jumping into this conversation and sharing your illuminating
> perspective as an "old timer" :-)  I wanted to take a moment to also thank
> you for your initiatives at the time, it's thrilling to imagine what might
> have happened if more people had taken an interest in your "less easy
> way"[1] of developing membership into a concrete governance model like the
> Apache Software Foundation[2].  Without the open, constructive letters you
> were writing at the time to communicate between the Board and Wikimedians,
> we couldn't be having this conversation now.
>
> I'd love to hear any more thoughts about how we might have, or still
> could, work around the Florida recordkeeping requirements,[3] Alex Roshuk
> for example suggested that our database may have been an adequate
> membership roster, because "names and addresses" could possibly be
> interpreted to allow for pseudonyms and email addresses or a WMF P.O. box,
> as long as there was no intent to defraud.[4]  Brad Patrick's input on this
> would be invaluable as well, thank you for pinging him.  It seems like he
> might have recognized that this was uncharted legal territory, and pushed
> for a conservative revision of the bylaws to reduce risks and eliminate the
> open questions?
>
> Adam
> [[mw:User:Adamw]]
>
> [1]
> https://lists.wikimedia.org/pipermail/wikimedia-l/2006-June/067648.html
> [2] http://www.apache.org/foundation/how-it-works.html
> [3]
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_membership_controversy#Recordkeeping_requirements
> [4]
> https://en.wikipedia.org/wiki/User_talk:The_Thadman/Give_Back_Our_Membership#A_few_clarifications
> "You seem to think that there is something irreconcilable with pseudonymous
> contributions and membership"
>
> On Thu, Jan 28, 2016 at 2:46 AM, Florence Devouard 
> wrote:
>
>> Le 27/01/16 19:30, SarahSV a écrit :
>>
>> On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard 
>>> wrote:
>>>
>>> I read you Sarah. Good point. Hmmm.
>>>
 But ianal...

 I am sure it was discussed back then, but I forgot the details.

 I contacted Brad on Facebook to suggest him to read the list. Perhaps he
 might be willing to comment on this ?


 Flo

 ​Hi Flo, thanks for doing that.

>>>
>>> There's another reference to this in the 22 October 2004 board meeting,
>>> where you agreed certain changes to the bylaws, including "​A volunteer
>>> member is not required to complete or sign and send any form to the
>>> Foundation." [1]
>>>
>>> Sarah
>>>
>>> 1. https://wikimediafoundation.org/wiki/Meetings/October_22,_2004
>>> 

Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Adam Wight]

Hi Florence,

Thanks for jumping into this conversation and sharing your illuminating
perspective as an "old timer" :-)  I wanted to take a moment to also thank
you for your initiatives at the time, it's thrilling to imagine what might
have happened if more people had taken an interest in your "less easy
way"[1] of developing membership into a concrete governance model like the
Apache Software Foundation[2].  Without the open, constructive letters you
were writing at the time to communicate between the Board and Wikimedians,
we couldn't be having this conversation now.

I'd love to hear any more thoughts about how we might have, or still could,
work around the Florida recordkeeping requirements,[3] Alex Roshuk for
example suggested that our database may have been an adequate membership
roster, because "names and addresses" could possibly be interpreted to
allow for pseudonyms and email addresses or a WMF P.O. box, as long as
there was no intent to defraud.[4]  Brad Patrick's input on this would be
invaluable as well, thank you for pinging him.  It seems like he might have
recognized that this was uncharted legal territory, and pushed for a
conservative revision of the bylaws to reduce risks and eliminate the open
questions?

Adam
[[mw:User:Adamw]]

[1] https://lists.wikimedia.org/pipermail/wikimedia-l/2006-June/067648.html
[2] http://www.apache.org/foundation/how-it-works.html
[3]
https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_membership_controversy#Recordkeeping_requirements
[4]
https://en.wikipedia.org/wiki/User_talk:The_Thadman/Give_Back_Our_Membership#A_few_clarifications
"You seem to think that there is something irreconcilable with pseudonymous
contributions and membership"

On Thu, Jan 28, 2016 at 2:46 AM, Florence Devouard 
wrote:

> Le 27/01/16 19:30, SarahSV a écrit :
>
> On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard 
>> wrote:
>>
>> I read you Sarah. Good point. Hmmm.
>>
>>> But ianal...
>>>
>>> I am sure it was discussed back then, but I forgot the details.
>>>
>>> I contacted Brad on Facebook to suggest him to read the list. Perhaps he
>>> might be willing to comment on this ?
>>>
>>>
>>> Flo
>>>
>>> ​Hi Flo, thanks for doing that.
>>>
>>
>> There's another reference to this in the 22 October 2004 board meeting,
>> where you agreed certain changes to the bylaws, including "​A volunteer
>> member is not required to complete or sign and send any form to the
>> Foundation." [1]
>>
>> Sarah
>>
>> 1. https://wikimediafoundation.org/wiki/Meetings/October_22,_2004
>> ___
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>> 
>>
>>
> Not unsurprisingly. I wanted to make sure that all community members would
> have a say... not only those who happened to sign a document, disclosed
> their identities and perhaps paid a fee. This was my wish.
>
> Further investigating on that matter later on showed that things were not
> so simple.
>
> Of course, in a perfect world, we would have had full legal advice before
> agreeing on bylaws changes, PR advice on how to announce changes, assistant
> support to polish board meeting notes, and so on. We had none of that. I am
> amazed each time I see how much we changed :)
>
> Thinking of "signing a document", the nearest thing we have at the moment
> is the signature system for OTRS agent on Phabricator.
>
> https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_information/How_to_sign
>
>
>
> Thanks Sarah
>
> Florence
>
> PS: I am
>
>
>
>
>
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>


On Thu, Jan 28, 2016 at 2:49 AM Florence Devouard 
wrote:

> Le 27/01/16 19:30, SarahSV a écrit :
> > On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard 
> > wrote:
> >
> > I read you Sarah. Good point. Hmmm.
> >> But ianal...
> >>
> >> I am sure it was discussed back then, but I forgot the details.
> >>
> >> I contacted Brad on Facebook to suggest him to read the list. Perhaps he
> >> might be willing to comment on this ?
> >>
> >>
> >> Flo
> >>
> >> ​Hi Flo, thanks for doing that.
> >
> > There's another reference to this in the 22 October 2004 board meeting,
> > where you agreed certain changes to the bylaws, including "​A volunteer
> > member is not required to complete or sign and send any form to the
> > Foundation." [1]
> >
> > Sarah
> >
> > 1. 

Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Nathan]

On Wed, Jan 27, 2016 at 1:30 PM, SarahSV  wrote:

> On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard 
> wrote:
>
> I read you Sarah. Good point. Hmmm.
> > But ianal...
> >
> > I am sure it was discussed back then, but I forgot the details.
> >
> > I contacted Brad on Facebook to suggest him to read the list. Perhaps he
> > might be willing to comment on this ?
> >
> >
> > Flo
> >
> > ​Hi Flo, thanks for doing that.
>
> There's another reference to this in the 22 October 2004 board meeting,
> where you agreed certain changes to the bylaws, including "​A volunteer
> member is not required to complete or sign and send any form to the
> Foundation." [1]
>
> Sarah
>
> 1. https://wikimediafoundation.org/wiki/Meetings/October_22,_2004
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> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> 
>


Is the question of whether the bylaws ever automatically created an actual
class of members relevant? Is there something in either the bylaws or
Florida law that would prohibit the board from changing the structure of
the organization / eliminating members?

~Nathan
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Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Florence Devouard]

Le 27/01/16 12:59, SarahSV a écrit :

On Wed, Jan 27, 2016 at 1:58 AM, Florence Devouard 
wrote:


Hi Adam

The WMF has never been a membership based organization.


​Hi Anthere,


The bylaws as of September 2004 said: [1]

"​
This membership [
​v​
olunteer active membership] shall consist of all persons interested in
supporting the activities of the Foundation who have contributed under a
user name to any Wikimedia project prior to the election ballot request
deadline. The only other qualification for membership shall be the creation
of a user account on some Wikimedia project."
​

And:

"Each Volunteer Active Member and each Contributing Active Member shall
have the right to vote for the Volunteer User Representative to the Board
of Trustees."


Does that not suggest that the Foundation had a voting membership, and that
one form of membership was extended to anyone who had created a user
account? It did not set up dues, but is that necessary to establish
membership?



I read you Sarah. Good point. Hmmm.
But ianal...

I am sure it was discussed back then, but I forgot the details.

I contacted Brad on Facebook to suggest him to read the list. Perhaps he 
might be willing to comment on this ?



Flo





 The bylaws were changed in 2006 and now say: "The Foundation does not have

members."

Sarah


[1]
https://wikimediafoundation.org/w/index.php?title=Bylaws=620#ARTICLE_III:_MEMBERSHIP

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Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[SarahSV]

On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard 
wrote:

I read you Sarah. Good point. Hmmm.
> But ianal...
>
> I am sure it was discussed back then, but I forgot the details.
>
> I contacted Brad on Facebook to suggest him to read the list. Perhaps he
> might be willing to comment on this ?
>
>
> Flo
>
> ​Hi Flo, thanks for doing that.

There's another reference to this in the 22 October 2004 board meeting,
where you agreed certain changes to the bylaws, including "​A volunteer
member is not required to complete or sign and send any form to the
Foundation." [1]

Sarah

1. https://wikimediafoundation.org/wiki/Meetings/October_22,_2004
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Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[SarahSV]

On Wed, Jan 27, 2016 at 1:58 AM, Florence Devouard 
wrote:

> Hi Adam
>
> The WMF has never been a membership based organization.
>
>
> ​Hi Anthere,

The bylaws as of September 2004 said: [1]

"​
This membership [
​v​
olunteer active membership] shall consist of all persons interested in
supporting the activities of the Foundation who have contributed under a
user name to any Wikimedia project prior to the election ballot request
deadline. The only other qualification for membership shall be the creation
of a user account on some Wikimedia project."
​

And:

"Each Volunteer Active Member and each Contributing Active Member shall
have the right to vote for the Volunteer User Representative to the Board
of Trustees."


Does that not suggest that the Foundation had a voting membership, and that
one form of membership was extended to anyone who had created a user
account? It did not set up dues, but is that necessary to establish
membership?

The bylaws were changed in 2006 and now say: "The Foundation does not have
members."

Sarah


[1]
https://wikimediafoundation.org/w/index.php?title=Bylaws=620#ARTICLE_III:_MEMBERSHIP

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Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Kevin Gorman]

"As a current WMF staff member, and having received a formal scolding two weeks
ago for expressing my professional and personal opinions on this list--that
a hierarchical corporate structure is completely inappropriate and
ineffectual for running the Foundation--I don't feel safe editorializing
about what  membership could mean for the future of the Wikimedia
movement.  But I would be thrilled to see this discussion take place, and
to contribute however I am able."

I find this paragraph deeply disturbing.  Historically, members of the
Wikimedia movement, including those who work directly for WMF, have been
completely free to vehemently advocate their opinions about both how the
work of the Wikimedia movement should be done, and about whether or not a
particular line of behavior fell within our against our movement's values -
including on public lists.  Although it was on internal-l, I even remember
a thread where a seniorish person in HR announced that they had just gotten
a certification in something (I can't honestly recall what,) and it started
a thread where multiple staff members started posted peer reviewed papers
(and metareviews, etc,) published in highend journals that brought the
value of what the HR person had gotten in to severe question - it basically
made it look like at most it had absolutely no effect - and multiple staff
members asked about whether or not the certification had been paid for by
WMF, and if it had, asked the HR person to reimburse the cost of the cert
because since there was solid evidence it was useless, it was a waste of
donor money.

In all of the recent brouhaha, at least some WMF staffers have come forward
with their opinions, and many more have made their opinions obvious.
Historically, that's been a fine thing, and a lot of positive change has
come about as a result of it.  That's one of the things I loved about
coming in to WMF as an intern and later as a contractor - I was encouraged
to publicly question things if I thought they were flawed or I could
improve process - and I did. Even though it wasn't at all my department, I
remember within my first week as a communication intern noticing a severe
flaw in the calculation of the metrics Zack Exley, a C level in a different
department, was using.  When I asked my boss what to do, her answer was
pretty much "... if you're sure they're his metrics just email him.  If you
aren't sure whose they are, email internal asking.  If you noticed an issue
somewhere else, you should still absolutely get it fixed."  I dropped Zack
an email (who is now one of Bernie's senior advisors,) and he promptly
gratefully fixed the problem though, iirc, it made his stats sad.  While at
WMF, I expressed strong opinions on both internal and foundation-l, was
encouraged to do so regarding most things, and was joined in doing so by a
lot of actual staffers.

I brought up a number of other relatively serious questions about practices
and values while actively at WMF, including in public forums, and a lot of
staffers did, too.  I saw way more good things happen from staffers feeling
free to openly speak out than bad things.  It's disturbing to me that
there's been a cultural shift towards a hierarchical structure that
discourages open and blunt dialogue even on public lists - and it's a
cultural shift that hasn't been talked about much outside of WMF directly.
It's also iffy from a practical standpoint.  I hate to call out a specific
person, but *Tim Starling* has expressed extremely strong feelings about
recent events in public on this list.  You can't really fire Tim, or a
number of other staffers who have spoken out publicly, because they are
Wikimedia.  If the culture inside WMF stays this way and people like Tim,
WMF's longest standing employee get disciplined if they speak out
publicly... The Wikimedia movement and the Wikimedia Foundation are going
to rapidly diverge.

All of the content that WMF relies on to raise money is freely licensed,
built by volunteers, and although difficult technically, is forkable.  The
social capital that allows WMF to raise $70m+ a year belongs far more to
the movement than to the Foundation, and if they do start to diverge
further, that's going to put WMF in a tough situation.  I know one of the
risks in the strat document this year is decreased revenue from
fundraising... part of me is seriously starting to wonder if that's a risk
pretty much created by WMF's recent behavor.


Kevin Gorman

On Tue, Jan 26, 2016 at 11:14 PM, Pine W  wrote:

> It would be interesting to know if the people who participated in that
> decision actually had the legal authority to make it. They might have, but
> this would be worth further inquiry.
>
> Pine
>
> On Tue, Jan 26, 2016 at 11:03 PM, SarahSV  wrote:
>
> > On Tue, Jan 26, 2016 at 11:39 AM, Adam Wight 
> > wrote:
> >
> > > Dear friends,
> > >
> > > Recent events have made me curious to learn more 

Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Andre Engels]

From the discussion on the creation of Wikimedia I remember that there
definitely was an intention to have members involved in the election
of the board. Apart from the appointed board members, there would be
two community selected members - one chosen by the editing community,
the other by the financial contributing community. However, because
there was no membership yet at the time, the first two community board
members were 'for now' both elected by the editing community. Later,
when it was decided, or when it became clear, that there would not be
paying members, the seat (with the extension of the board, seats) that
had been intended to be filled by the paying members, was changed into
the current chapter-selected board seats.

-- 
André Engels, andreeng...@gmail.com

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Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Florence Devouard]

Hi Adam

The WMF has never been a membership based organization.

Actually, what happened (roughly) is this.

1) WMF is created in 2003. Legal obligation is to have at least 3 board 
members. Jimmy create it and ask two people working with him at that 
time to join the board. Those were Michael Davis and Tim Shell.
Fairly standard situation, that I have seen over and over, upon creation 
of similar organizations. So at this point, all 3 board members are 
appointed.


Jimmy indicates that he thinks community members should have space on 
the board and that he will make sure something is done before one year 
to get two additional people on board. Jimmy transfers any already 
existing asset to WMF (that was basically a couple of servers, a couple 
of domain names...).


Keep in mind that at this point... the Foundation is basically nothing 
except an administrative entity. And an entity to which people can send 
money to get new servers instead of sending money to Jimmy. But there is 
nothing else. And certainly no complicated procedures, no mission 
statement, no office, no staff. Just a paper, a couple servers and 
quickly a bank account I suppose :)


Bylaws ? IF there were bylaws, these were quick copy and paste of 
generic bylaws for the purpose of having bylaws. I am not even sure 
there were some back then when it was *created*... I suppose there was 
something...


Honestly... that was NO ONE concern back in 2003. Our concern is that 
Wikipedia was Lohipedia. To be very specific... there were times where 
from France I could only access Wikipedia in the morning. As soon as 
America woke up, there was so much lag that Wikipedia was simply not 
accessible. Our concern was tech. And tech meant "who owns the servers" 
and "how do we buy servers" etc.



2) In the following year, Jimbo set up first real bylaws with Alex. 
Those were not specifically discussed with community from memory. I 
think what happened is that Alex told Jimbo we needed bylaws. Jimbo said 
yes. Alex drafted something. And done.
Did they get through lengthy discussions and many lenses for proofing ? 
Not. Again... it was sincerely not the biggest concern then.
And yes... these bylaws were VERY complicated with regards to 
membership. There were Contributing Members, Volunteer Active, Honorary etc.
Why such a complexity ? Absolutely not in the perspective of board 
elections. It was made this way because at that time, it was perceived 
the way we would fund Wikipedia would be by membership fees.


We were looking for a model to fund us. First "inputs" were from Jimbo, 
his company and a few wealthy community members. But this was not 
sustainable. Original discussions included putting ads on the website 
(which led to the Spanish fork), selling tee-shirts, or getting fees 
from members...



3) A year after the creation, as promised, Jimbo made it so that a first 
vote be held to elect the first two trustees from the community (Angela 
and I). Tim and Richard stayed there, so practically we have 3 
self-appointed and 2 elected. That was in 2004.



4) At the first board meeting in summer 2004, Angela, Jimbo and I 
discussed finances.
To put things in perspective, the WMF was still pretty much a piece of 
paper, with a few servers, a bank account and a bunch of domain names. 
And bylaws of some sorts...
Wikimedia DE was already created and Wikimedia FR was just starting, so 
we had a couple of chapters already.
So logical thing to do at a board meeting... discussing those membership 
fees described in the bylaws and tossing figures.

https://meta.wikimedia.org/wiki/Membership_fees
This page is interesting on this matter.

At this point, who cares about "electing board members" and how members 
would elect or appoint board members ? We just had an election. All 
good. What matters really is "how do we collect this cash we need to 
operate Wikipedia".



5) Over the following few months, we discuss this membership concept and 
basically conclude that it is simply not implementable. The discussion 
is not only "amongst board members", but largely on the mailing lists 
and meta. The membership structure is too complicated. How do we ensure 
privacy (most participants are anonymous) with membership and fees 
(which is impossible if members are anonymous). How do we manage fees in 
a world where 60 dollars is nothing for one but a hell of a cost for 
another ? Do we give more decision weight to those giving more ? How do 
we manage many members given that we have... no staff ?


Do we seek professional opinion on this ? Yes and no. We have no cash to 
pay expert feedback.


So is that "membership" thing implemented ? No. Never.

6) It is only when Brad Patrick joins in probono that the conversation 
about bylaws and membership came turn into something more practical. 
Brad proposes to rewrite bylaws and we accept this help wholeheartedly.


By then... we are in 2005-2006 and beginning to figure out that we could 
manage without putting 

Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[WereSpielChequers]

Whether or not the decision against having a membership system was legal, 
reversing that decision would be a timely and practical way for the WMF to 
start to reengage with the community.

Past concerns that a membership system would require staff are now moot - we 
have staff.

Past concerns as to where one sets the membership fee are now moot - we can 
afford to waive the fee for those who contribute time. I'm not really keen on 
the idea of selling any memberships, but it would be good if we could award 
membership to some of the professors, museum curators, librarians, archivists 
and others who help our mission without necessarily editing much themselves.

Past concerns about privacy are easier to resolve as we now have a structure of 
chapters and they include ones in countries with very strict privacy laws. So 
we can have a federal membership system with chapters holding the membership 
details in specific countries, and anyone suing the WMF to get the membership 
details of someone who'd blocked them for spamming would then find that all the 
WMF knew was someone's username - membership details would be held by an 
independent legal entity in a country with strict privacy laws.

A Membership based system would give more protection for community elected 
trustees.

A membership based organisation would formally be a global not for profit at 
the intersection of education, culture, free knowledge and open licensing; not 
a Silicon Valley tech entity.

A membership based organisation would have better defences against being 
"commercialised".

Regards

Jonathan/WereSpielChequers


>> Dear friends,
>> 
>> Recent events have made me curious to learn more about the Wikimedia
>> Foundation's origins and history as a membership organization.  The
>> revelations about the Wikimedia Foundation Board elections being a
>> recommendation for appointment rather than a direct vote seem to have been
>> a surprise to many of us, and almost ten years after membership was
>> eliminated, we see strongly suggestive "directly elected" language still
>> being fixed on the Foundation's own Board elections page.[1]
>> 
>> It turns out that this history is colorful, the Foundation was a membership
>> organization from 2003-2006 and Board seats were indeed, originally,
>> intended to be directly elected by member-Wikimedians.  It seems that the
>> membership issue was never quite resolved.  I've put some of my notes on
>> metawiki, please forward to any wiki historians who might be interested in
>> throwing their weight on a shovel.
>> 
>> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
>> 
>> As a current WMF staff member, and having received a formal scolding two
>> weeks ago for expressing my professional and personal opinions on this
>> list--that a hierarchical corporate structure is completely inappropriate
>> and ineffectual for running the Foundation--I don't feel safe
>> editorializing about what membership could mean for the future of the
>> Wikimedia movement.  But I would be thrilled to see this discussion take
>> place, and to contribute however I am able.
>> 
>> A note to fellow staff: Anything you can say about this history is most
>> likely protected speech under the Sarbanes-Oxley Act, since we're asking
>> whether state and federal laws were violated.
>> 
>> In solidarity,
>> Adam Wight
>> [[mw:User:Adamw]]
>> 
>> [1]
>> 

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Re: [Wikimedia-l] Was the Wikimedia Foundation's removal of membership in 2006 legal?

[Pine W]

It would be interesting to know if the people who participated in that
decision actually had the legal authority to make it. They might have, but
this would be worth further inquiry.

Pine

On Tue, Jan 26, 2016 at 11:03 PM, SarahSV  wrote:

> On Tue, Jan 26, 2016 at 11:39 AM, Adam Wight 
> wrote:
>
> > Dear friends,
> >
> > Recent events have made me curious to learn more about the Wikimedia
> > Foundation's origins and history as a membership organization.  The
> > revelations about the Wikimedia Foundation Board elections being a
> > recommendation for appointment rather than a direct vote seem to have
> been
> > a surprise to many of us, and almost ten years after membership was
> > eliminated, we see strongly suggestive "directly elected" language still
> > being fixed on the Foundation's own Board elections page.[1]
> >
> > ​Adam, thank you for starting this discussion. Eric Moeller announced to
> the list in December 2006 that the bylaws had been changed and that we were
> no longer members, or as he said "​
> ​[​
> m
> ​]​
> embership was previously described in the bylaws but not actually
> implemented."
> ​ [1]
>
> Sarah
>
> 1.
> https://lists.wikimedia.org/pipermail/wikimedia-l/2006-December/072001.html
> ___
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