Talk:Wikimedia Foundation board manual

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About resolutions[edit]

I think this gives examples of much interest :

Apparently, votes are usually displayed on minutes, while resolutions offer only final results. I suggest that some resolutions be adopted directly online, with the possibility to vote online (loggued-in). In this case, votes are registered in resolutions, rather than minutes (which only exist when there is an "official" board meeting). Could votes be left in the resolution page ? Should they be removed ? Could they be moved to the talk page afterwards ? Or could they be "stored" somewhere else ? Anthere 22:10, 15 December 2005 (UTC)[reply]

See here a procedure about resolutions :, followed by
See here another procedure : vote by email or irc. Only date of approval and votes types are mentionned.



to use to represent board members terms; Anthere

overhaul finished[edit]

Just finished a major overhaul of this, done over past 4-5 months, getting ready for work of Nominating Committee and elections. I've tried to integrate a lot of the things people suggested I read, and which I've learned from, as I got started on the Board. I also removed link to archive page at Wikimedia_board_manual/old discussion.Stu 06:55, 12 January 2009 (UTC)[reply]

In all seriousness, the Foundation may want to avoid the "ED" abbreviation because of its common association with en:Erectile dysfunction, bringing the phrase "evaluates the overall performance of the Executive Director" a completely different meaning... 23:03, 15 July 2009 (UTC)[reply]

Though I think User:Sue Gardner, being a female, is safe. 23:08, 15 July 2009 (UTC)[reply]
Innuendos can be found everywhere if you look for them, we shouldn't re-arrange our common practices just to avoid them (because either way, someone will find something we say remotely sexual). Cbrown1023 talk 01:11, 16 July 2009 (UTC)[reply]

Details to add[edit]

some thoughts. SJ · talk | translate 01:21, 8 July 2010 (UTC)[reply]

Meeting minutes process[edit]

  • Minutes should be taken for all meetings and published within a set amount of time (a few weeks?)
    • These should include all specific items committed to or requiring further action.
      If any topics are raised that can't be in public minutes, a parallel set of private minutes should be linked to (as with historical resolutions containing private information); all commitments, votes, and actions should be documented.
    • This applies to IRC meetings as well as physical ones.

Voting process[edit]

  • We should set simple guidelines for votes -
    • what the options are for voting (support/oppose/abstain/recuse), and what simply not voting means (say, when unavailable)
      under most circumstances, votes should be required of all Trustees.
    • what the options are for setting deadlines: a fixed deadline, an iteration to develop consensus, a rolling deadline that is pushed back when significant changes are suggested. [the first is important for constrained events that cannot move in time, the second for hard long-term discussions, the third for discussions that change significantly]
    • what constitutes a conflict of interest in a vote
  • Currently there is a proposal that votes on resolutions be irrevocable. If that holds, we need another way for Trustees to indicate points of specific opposition to a proposal, in a way that allows for these points to be addressed to build consensus, without also casting an irrevocable vote on that proposal.

Votes vs. resolutions, quorum and required majority[edit]

I don't understand why wmf:Vote:Board deliberations is considered a vote: maybe because it's not as official as the bylaws, it's a procedure that the board auto-imposed to itself? :-/ But it seems quite important, enough to be a resolution...
The whole wmf:Resolutions#Understanding resolutions is unclear to me.

  1. Bylaws, IV(4)(c): «The act [...] shall be the act of the Board of Trustees. Such actions shall take the form of resolutions [...]». Only resolutions seem to exist. The distinction resolution vs. votes is unofficial or it's against the bylaws. (Perhaps this is why the previous vote is not considered a resolutions? :-/)
  2. Bylaws, IV(4)(c) and (d): «The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees», «A Trustee of the Foundation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest»: the only abstention allowed by the bylaws is what the above-mentioned page calls a "recusal".
    • An abstention is a vote, but not a neutral vote: it's an assent, so counts as a YES. You could unofficially rename "abstention" to "recusal" and consider "abstention" as "abstention which counts as oppose", but I don't see how you can consider it neutral. Given that «A resolution passes with 6 YES votes» maybe an abstention currently is counted as an oppose (this makes sense; Italian Republic Senate works this way).
    • Recusal i.e. abstention is not a vote for/against, but does count as a vote if you define the required majority as the majority of the votes, because a trustee who refuses to vote is present.
    • What does it mean that "missing" counts as a vote? It's obviously not a vote for nor against (so doesn't take part in any majority) nor an abstention. It doesn't help to reach the quorum. It must be subtracted from the total number of trustees the majority of which must approve a resolution to make it pass.
    • Looks like not only "recusal" is jargon for "abstention", but also "abstention" is jargon for "missing": to make this work, you should maybe write that "abstention" means that the trustee didn't participate in the vote (he exited the room before; usually this is how you avoit to vote for/against or to abstain or even you avoid the whole discussion, at least in Italy: this is handled writing in the minutes when the person exited and re-entered the room).
  3. According to the bylaws, it doesn't count how many abstentions due to COI you have: the number of required assent votes is determined only by the number of present trustees (it's the majority of them). The problem now is what you consider an assent vote, given that if you allow different type of "abstentions which are not abstentions-as-defined-in-the-bylaws-i.e.-recusals "abstention" in the jargon may count as oppose, for or missing.
  4. I don't understand this repetition + typo at wmf:Bylaws#Section_4..09Meetings: «A quorum shall consist of a [sic] least the majority of Trustees. [...] A majority of the Board of Trustees shall constitute a quorum at any meeting of the Foundation».

Sorry for the confusion. Please also review my recent edits at wmf:Board of Trustees, wmf:Board member, wmf:Vote:Board deliberations, wmf:Resolutions. --Nemo 22:44, 4 September 2010 (UTC)[reply]

Hello Nemo, thanks for your comments. The typo is just that. We are starting to differentiate recusal from abstention, but they are not treated differently by the current bylaws for majority purposes. All Board actions follow the same quorum/majority logic; those that are procedural/internal or for routine events such as Advisory Board changes may be classed as votes. All resolutions and significant votes are published. The 'deliberations' vote was presented as a rule of thumb for the board to agree on in order to better manage its work, but it is certainly on the line between an internal procedural decision and a typical resolution. I am considering your comments on votes required, and will review your edits shortly. SJ · talk | translate 12:14, 7 September 2010 (UTC)[reply]
Update: we no longer distinguish between recusals and abstentions. Votes are either Yes or No; the only valid reason for not voting one way or another is a conflict of interest (hence :a recusal) or not being present for the vote. I believe both should have the same effect: they reduce the total number of trustees considered 'present' for that vote. This is the default situation under Florida law, as I understand it:
  • A quorum of N/2 non-recusing Trustees is required to hold a vote, where N is the number of Trustees at the time of the vote. If there are 7 Trustees and 4 have a conflict of interest, no vote can pass.
  • A majority of the quorum of non-recusing Trustees must vote 'Yes' to pass a resolution. If there are 7 Trustees and 3 have a conflict of interest, the 4 voting Trustees can pass a resolution with 3 'Yes' votes.
That said, see below. SJ talk  21:10, 16 May 2013 (UTC)[reply]

Two sections of the bylaws could be clearer on these points:

4c) reads in part:

"The act of the majority of the Trustees present at a meeting at which a quorum is present"

This might be clearer if it read

"The act of the majority of non-abstaining Trustees present at a meeting at which a quorum is present"

6) reads

"a majority of the remaining Trustees though less than a quorum of the Board of Trustees"

If a quorum is a majority of [remaining] Trustees in office, then this clause is never true. And the whole sentence is confusing. If it means that a majority of all current Trustees is required (not a majority-of-a-quorum), this should parallel the language for Bylaw modifications ("a majority of the entire Board of Trustees"). Else it should simply say "a majority of a quorum of the remaining Trustees".

Regards, SJ talk  21:10, 16 May 2013 (UTC)[reply]

Hello SJ and Nemo, many thanks for reviewing this procedure in detail -- I agree, there is room to make it clearer. Just to make sure we are all on the same page, the Bylaws have been revised and reorganized since the questions from 2010. These are useful clarifications in general, but I just want to avoid confusion about the specifics.
SJ describes the current process correctly: a quorum is a majority of Trustees in office, and an action of the Board requires an affirmative vote from a majority of the Trustees where there is a quorum. Conflicts of interest are treated as an exception: a quorum is calculated (under Florida § 617.0832) based on the directors without a conflict.
It may be useful to clarify the conflicts of interests rules in the bylaws, but it is important to remember that the Bylaws will always need to be read in conjunction with the rest of the law. I would be cautious about using a term like "abstaining" in the Bylaws, as this term may have multiple meanings that can cause uncertainty down the road.
I agree that the "though less than a quorum" phrase in Article V can be clearer. I think it was intended to be parallel to Florida § 617.0809, which allows the Board to appoint new directors when there is a vacancy. For example, that section would allow the Board to act by a majority even if the Bylaws set a higher quorum.
Thanks again. This is helpful as we review the Bylaws. Stephen LaPorte (WMF) (talk) 00:32, 23 May 2013 (UTC)[reply]

Board meeting agenda[edit]

Some clue from Michael and Ting: mailarchive:foundation-l/2010-September/061216.html. --Nemo 08:39, 4 October 2010 (UTC)[reply]

More insights on the board functionings[edit]

This manual is very useful but too official and serious, IMHO. I think that it's very difficult for board candidates and voters to understand what the board actually does, how it comes to some decisions (or to no decision) and most of all how individual board members can (and do) work within the board.
The only possible solution I can think of is that former and current community board members (including chapters-elected board members) meet with board candidates or possible board candidates to informally talk about board background and behind the scenes. Something like that has already been planned, if I remember correctly, perhaps for some Wikimania, and the board has already decided to internally evaluate board members and so on, but I think that we need more. Nemo 12:13, 5 June 2011 (UTC)[reply]

Hi Nemo, I agree with you, the Board is pretty opaque. It was one of my goals for my term to try and help with this problem by communicating what I can; I had thought about writing blog posts? Of course now it is nearly half-way through my term and I haven't done much. I think that Ting had the idea a couple of years ago to have a session at Wikimania about being on the board; if people think that is useful we could certainly try to do this again. I am happy to have suggestions for opening up the board (though in all honesty, like most closed groups, it's not very exciting on the inside). -- phoebe | talk 06:04, 10 June 2011 (UTC)[reply]
also this is my signpost story about the elections & the Board, which tries to explain it: w:Wikipedia:Wikipedia_Signpost/2011-06-06/Board_elections -- phoebe | talk 06:06, 10 June 2011 (UTC)[reply]

Publishing rejected resolutions?[edit]

As I understand it, unless expressly decided otherwise, both passed and rejected resolutions should be published. However I don't believe this is specified anywhere in the manual, and this has not been tested as far back as I can see; every resolution that made it to a full Board vote has passed.

  1. We should clarify this point of procedure.
  2. This says something about how conservatively resolutions are developed, and how consensus before a vote rather than voting itself is used to work out a path forward. The disadvantage to this is the closed nature of our consensus-building process. If we don't share the central mechanism we use to reach our decisions, it is harder for that process to learn from or inform others. SJ talk  20:35, 2 November 2012 (UTC)[reply]
This has been a problem since 2006. "Pending" resolutions which didn't make it to a board vote should be considered failed (after some defined time) and be published. This would be less of a problem if they were drafted publicly from the beginning. --Nemo 11:29, 6 November 2012 (UTC)[reply]
Thanks for that link. We should do this (the publishing of unsuccessful resolutions, in addition to public drafting). SJ talk  12:30, 8 November 2012 (UTC)[reply]

Bylaws updates[edit]

We should add a process for revising the bylaws:

  • A significant bylaws change should involve a month's public notice for discussion, possibly while drafting the proposed changes. This can overlap with the mandatory notice to Trustees of a change being put on the agenda for the next Board meeting.
  • The bylaws themselves should be changed on this point: The section on "Amendment" requires that 10 days notice be given when proposing such a change. It should specify that this notice be "public notice to the community" (which includes staff and trustees). No-one should be surprised when a bylaws update is in the works, on principle. SJ talk  07:47, 6 November 2012 (UTC)[reply]

Election mechanisms[edit]

We should detail the election procedures for all four types of Trustee seats. None of them is very clear, though the community elections are best covered - and also linked to on their own page. The chapters process is a bit opaque, and the appointee and Founder processes are elided. (To be fair, for years both were simply blanket reappointments without discussion, while the Board was expanding.) SJ talk  00:45, 25 June 2013 (UTC)[reply]

I'm going to correct you here, Sj. You should be saying "appointment mechanisms", not "election mechanisms" because only the community-selected seats involve an election. There is no election for the Founder seat; it is either in existence or not in existence. Appointees are, well, appointed. The chapter-selected candidate processes aren't just opaque, what information is available is often contradicted by reality. None of the processes directly address the fact that the Board can refuse to seat anyone selected through any of the processes. For both the community-selected and chapter-selected seats, their selected candidates are recommended to the Board, and the Board would reasonably need very good reason to reject the recommended candidates, but it still can say no. Risker (talk) 02:41, 25 June 2013 (UTC)[reply]
Risker, you contradict yourself. :) The community seats are not "elections", but we call them elections nonetheless, so "election procedures" above naturally just means "selection procedures", which currently all are appointment procedures, and all this could be better described etc. – which is the point Sj was making. --Nemo 21:31, 30 June 2013 (UTC)[reply]
Well, no, I did not contradict myself. The community seats do indeed involve an election, although the results of the election are advisory and not obligatory. To be honest, I think the Board's Governance Committee has a lot of work to do, and might very well want to look at appointing a subcommittee to straighten all of these things out and establish some oversight. As to Sj's choice of words, I have assumed good faith that he knows the difference between selection and election, so I'm assuming his header was a deliberate choice. Risker (talk) 22:32, 30 June 2013 (UTC)[reply]

Chapter to affiliates?[edit]

Should the section about local chapters be expanded to talk about all affiliate models? --Varnent (talk)(COI) 04:12, 30 September 2013 (UTC)[reply]