Talk:Wikimedia Foundation bylaws/January 2014 - Amendment for Trustees selected by Chapters and Thematic Organizations

Use of uppercase[edit]

All that newly-introduced uppercase is painful. --Nemo 22:40, 7 January 2014 (UTC)[reply]

I agree. All of the major style guides in English, including the Chicago MOS and Oxford, say to minimise the use of caps. I don't understand why Thematic Organization and User Group, for example, have to be made into titles. You'd cap them in German, yes; but not in English. I'm sure the translators would cope. Tony (talk) 00:12, 8 January 2014 (UTC)[reply]

Personally I find it helpful to see capitalized terminology like this. It makes clear that it is not referring to any groups of users, but to the previously defined User Groups. Effeietsanders (talk) 21:46, 9 January 2014 (UTC)[reply]

That's how I see it as well. But as a German I'm going to keep out of this conversation ;-) Alice Wiegand (talk) 11:47, 10 January 2014 (UTC)[reply]

In American legal writing, defined terms are usually capitalized throughout a document. The Manual of Style for Contract Drafting recommends capitalizing terms for the reason that Effeietsanders explained. Thanks! Stephen LaPorte (WMF) (talk) 22:46, 10 January 2014 (UTC)[reply]

And it must be each word of the term? Sounds silly. However, I'm glad the WMF recently learnt about this use case of capitals; when I pointed to some "rare occasions where capitals serve some useful purpose" I was ignored. :) --Nemo 10:08, 21 January 2014 (UTC)[reply]

Paid positions[edit]

Does paid positions include consulting? What about if the movement organisation is providing funds or inkind contributions to a non-movement organisation, and the prospective board member receives funds (paid position or consulting) from the non-movement organisation? John Vandenberg (talk) 23:21, 7 January 2014 (UTC)[reply]

In my view it does. Someone is directly paid for his services so you have a contractual relationship of dependency. And even when you are not subject to directives there are rights and obligations (and dependencies) which come with the consulting contract. I don't think that your second scenario is covered by the restriction in the bylaws, there is no direct relationship, no direct opportunity to influence decisions and no dependency. But both issues should be considered by legal. Alice Wiegand (talk) 12:31, 10 January 2014 (UTC)[reply]

board majority[edit]

The change in Article IV, Section 3(G) from "the community and the chapters" to "the Chapters and Thematic Organizations collectively and the community" seems awkwardly phrased. Suggest changing to either simply "the community, Chapters, and Thematic Organisations", or if you wish to maintain a distinction between the types then "the community and the combination of the chapters and the thematic organisations." Just a suggestion. Wittylama (talk) 01:18, 8 January 2014 (UTC)[reply]

Thanks, yes, the wording is not really pretty and I think your suggestion can help to rephrase the sentence. Alice Wiegand (talk) 12:19, 10 January 2014 (UTC)[reply]

I agree that the phrasing is not the most artful, but I think we should leave it for now. The full clause reads: "A majority of the Board Trustee positions, without counting the Community Founder Trustee position, shall be selected or appointed from the Chapters and Thematic Organizations collectively and the community." We use throughout the amendments the term "Chapters and Thematic Organizations collectively" as a short-cut phrase to refer to the selection process by both the Chapters and Thematic Organization of the two Trustee seats. We cannot change that formulation here without suggesting a change in meaning, which is not the intent. Consistency requires us to use the same clause. As one alternative way, we might find it better to say: "the community and Chapters and Thematic Organizations collectively." But the word "collectively" may be misinterpreted as modifying "community," which is not the intent. So I believe we should keep the phrase as is for now, though I admit it is not perfect from a stylistic point of view. Geoffbrigham (talk) 16:03, 11 January 2014 (UTC)[reply]

candidate whom the board may appoint[edit]

(non-native and IANAL disclaimer here) "... candidate whom the Board may appoint" should be phrased as to include only the possibility of not having a (C+ThOrg)SBS elected only if she/he is not eligible due to compliance "with applicable state and federal law" and no other case. -- CristianCantoro (talk) 10:28, 8 January 2014 (UTC)[reply]

I suspect based on previous discussions both around the WMF and in other jurisdictions (please correct me if wrong) that it is legally required that the board of trustees has the last say about the appointment of its board members as part of their duties (i.e. if they are truly of the opinion that the selected person is simply incapable - I imagine they should refuse that nomination). If you'd want to go beyond that, I would suggest to set up a formal membership construction (something suggested in the past) and arrange this properly that way (with either community members or affiliated organizations being formally voting members). At the same time, I do expect the board not to use this option lightly. Effeietsanders (talk) 21:44, 9 January 2014 (UTC)[reply]

Effeietsanders is correct. The Board is required to exercise its duty of care in the appointment of all Trustees, including those selected by Chapters and Thematic Organizations collectively. This may be the case even if the Board member meets all technical legal requirements, like age mandates. For more on duty of care and Board selection, please go here and here. Geoffbrigham (talk) 16:19, 11 January 2014 (UTC)[reply]

Partners[edit]

Is there an official page somewhere where the notion of "partners" is defined along with the list of current partners and the process by which they are approved (or removed). The only place I could find a reference to "partners" in the current bylaws is in ARTICLE VIII - INDEMNIFICATION.
Current proposition indicates "Chapters", “Thematic Organizations”, “User Groups”, and “Partners”, as used in these Bylaws, shall be defined by the Board, consistent with the mission statement, and will function as independent groups or legal entities that operate in coordination with the Foundation to implement the mission statement. . Would not it be best to first define the terms used in the proposed bylaws then to work on the bylaws change rather than to define the terms afterwards ? As far as I know, Chapters, Thematic groups and user groups are defined to a certain extent. But partners ??? Anthere (talk)

Hello @Anthere: Partners are part of the Board's resolution on Recognizing Models of Affiliations (March 2012). There is additional information about the proposal for partners in the 2012 movement roles discussion, but the process for approving new partners is still under development. Best, Stephen LaPorte (WMF) (talk) 22:30, 10 January 2014 (UTC)[reply]

Nod. Still need work but that answers my question. Thanks Stephen Anthere (talk)

mutually exclusive positions[edit]

The proposed Art.IV-3-D says: "(...)Trustees selected by Chapters and Thematic Organizations must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees(...)". Is there a specific reason why this shouldn't apply to all board members equally, independent how they have been selected? If there is no such reason, I would suggest to make it a more general rule for all board members rather than statements for each group of board members that may or may not be the same. Effeietsanders (talk) 21:48, 8 January 2014 (UTC)[reply]

I agree with you. Our bylaws overall could be drafted better. There are a number of legacy issues that really don't affect the substance but would be better crafted or structured. This is one of them. We hope to update our bylaws in the next year or so to address these stylistic issues, and we would take your recommendation into account. The purpose of these amendments is to accommodate the Thematic Organizations as simply as possible without changing our structure to avoid any misunderstandings about our intent here with Board members, staff, or community. Geoffbrigham (talk) 16:11, 11 January 2014 (UTC)[reply]

Formal agreement on what?[edit]

This amendment is a logical and neccessary step to reflect the new models of organisation in the Wikimedia world and I'd be happy to see the resolution passed by the Board of Trustees.

There's one change that caught my eye, though. In the new version of Article IV, Section 3(B) it says "Chapters, Thematic Organizations, User Groups, and Partners must have a formal agreement with the Foundation." The old version added a purpose of that formal agreement: "in order to engage in cooperative fund-raising or other business or non-profit arrangements". What is the reason this specification was dropped? Am I assuming correctly the new version is broadening the scope and flexibility of such an agreement? --Mglaser (talk) 23:40, 16 January 2014 (UTC)[reply]

As described at Chapter Agreements there has been several changes since this bylaws clause has been approved. It' reflects the current status and it' makes the bylaws more flexible on that issue. Alice Wiegand (talk) 18:37, 19 January 2014 (UTC)[reply]

Yes, this makes the potential scope of such agreements more open. The type of agreement will vary by entity. For user groups and partners they can be quite simple. And the WMF no longer feels that incorporation is necessary to engage in most business or non-profit arrangements. –SJ talk 17:17, 22 January 2014 (UTC)[reply]

Thank you[edit]

Thank you for showing your interest and for your helpful comments. The voting period for the Board of Trustees starts now and I will share the result with you, when it's there. Alice Wiegand (talk) 18:37, 19 January 2014 (UTC)[reply]

Thanks for openly discuss on this bylaws proposal; I read this proposal and talk page silently and have no specific question or remark other than a thank you for this pre-formal-voting discussion. ~ Seb35 [^_^] 19:40, 2 March 2014 (UTC)[reply]