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&directionType=Initial&searchNameOrder=WIKIMEDIAFOUNDATION%20N030000053230&aggregateId=domnp-n03000005323-6dc7ff3a-b7ba-4c97-9b9e-4545cef1ca0a&searchTerm=wikimedia%20foundation&listNameOrder=WIKIMEDIAFOUNDATION%20N030000053230
[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 <adam.m.wi...@gmail.com> 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 <fdevou...@gmail.com>
> wrote:
>
>> Le 27/01/16 19:30, SarahSV a écrit :
>>
>> On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard <fdevou...@gmail.com>
>>> 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
>>> _______________________________________________
>>> Wikimedia-l mailing list, guidelines at:
>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>> New messages to: Wikimedia-l@lists.wikimedia.org
>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>>> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
>>>
>>>
>> 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
>>
>>
>>
>>
>>
>> _______________________________________________
>> Wikimedia-l mailing list, guidelines at:
>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>> New messages to: Wikimedia-l@lists.wikimedia.org
>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
>>
>
>
> On Thu, Jan 28, 2016 at 2:49 AM Florence Devouard <fdevou...@gmail.com>
> wrote:
>
>> Le 27/01/16 19:30, SarahSV a écrit :
>> > On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard <fdevou...@gmail.com
>> >
>> > 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
>> > _______________________________________________
>> > Wikimedia-l mailing list, guidelines at:
>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>> > New messages to: Wikimedia-l@lists.wikimedia.org
>> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
>> >
>>
>> 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
>>
>>
>>
>>
>> _______________________________________________
>> Wikimedia-l mailing list, guidelines at:
>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>> New messages to: Wikimedia-l@lists.wikimedia.org
>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
>
>
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