Talk:Bylaws update

ARTICLE II - STATEMENT OF PURPOSE

Section 1. Purpose.

The general purpose and objectives of the Foundation shall be the following: Wikimedia Foundation is dedicated to the development and maintenance of online free, open content encyclopedias, collections of quotations, textbooks and other collections of documents, information, and other informational databases in all the languages of the world that will be distributed free of charge to the public under a free documentation license such as the Free Documentation License written by the Free Software Foundation Inc. at http://www.fsf.org or similar licensing scheme.

I think this paragraph insists too much on the "free of charge" consideration and not enough of the "free/liberty" consideration. The goal of the Foundation is not limited to distribute content free of charge, but also to ensure that the content stays free from a license perspective and that nothing impairs the respect of the licence. That means the WMF should thrive hosting the content, but should garantee it will make it possible to keep access to the full content as the spirit of the license ask. I would actually like to see here that the full content (the database content) of the project shall remain accessible to the public free of charge.

I also wonder if we should not somehow introduce here the goal stated on our website (content available to the largest number of people on earth). Anthere

I agree totally, look at the Richard Stallman's interpretation of free - free meaning freedom. I dont believe we should ever make our content available via subscription, but for those who wish to purchase content in various forms should be free to do so - Nathan Carter (Talk) 02:47, 17 August 2006 (UTC)

Section 2. Goals.

The goals of the foundation are to encourage the further growth and development of open content, social software WikiWiki-based projects (see http://www.wikipedia.org/wiki/Wiki) and to provide the full contents of those projects to the public free of charge.

this section does not bring anything new as compared to Section 1. I suggest it be removed. Anthere

Section 3. Projects.

In addition to managing the already developed multilingual general encyclopedia and almanac named Wikipedia, (http://www.wikipedia.org) there is a multi-language dictionary and thesaurus named Wiktionary, an encyclopedia of quotations named Wikiquote, a collection of e-book resources aimed specifically toward students (such as textbooks and annotated public domain books) named Wikibooks and a collection of source works called Wikisource; other projects are envisioned. The Foundation also manages the operations of the largely dormant Nupedia project (which is not a wiki but is open content). See http://www.wikimedia.org.

All current projects should be listed in that paragraph. Is Nupedia dormant or closed ? If closed, should it be mentionned at all here ? Anthere

Again I agree with Ant, we are updating the by-laws so why not mention projects created since the last revision - Nathan Carter (Talk) 02:49, 17 August 2006 (UTC)

Section 4. Community.

The Foundation acknowledges the valuable contributions of volunteers throughout the world for their dedication and tremendous work. The Foundation defines as one of its purposes the enhancement of the various Wikimedia communities throughout the world in their respective languages.

this paragraph largely seems political talk to me, to make the community swallows the pill of removing any part about membership. Recognition is nice, but so what ? If the WMF defines as one of its purpose to enhancement of the communities (a goal I have never heard of till today), I suggest this purpose should be moved in the paragraph about purpose. Anthere

There needs to be a statement about what the Community actually is, it is mentioned in the board election process but how does an non-Wikimedian know what the Wikimedia Community is? - Nathan Carter (Talk) 02:50, 17 August 2006 (UTC)

ARTICLE III Membership

The bylaws update proposes (or is it already in effect) to remove membership. Will there be any chapters if there are no members? Of there will be chapters, are they required to have members? Dedalus 19:31, 24 September 2006 (UTC)

Voting problem

How is removal of Membership justified ? This seems to be a very bad idea to me: the Foundation gives voting rights to the 'Community', which is not defined and is illimited, which is, to my mind, tantamount with loosing control. Having Membership you could be disciplined if you were naughty, your membership suspended or revoked. You cannot do this with the 'Community'. There again: What is a community if not a collection of people who are members of the community ?

If there are any legal implications to any possible rights of Members to the Foundation's finances then the exclusion of those should be separately stated, not confused with the existence of Membership. LouisBB 06:37, 11 November 2006 (UTC)

ARTICLE IV - THE BOARD OF TRUSTEES

Section 1. General Powers.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under the direction of the Board of Trustees.

Section 2. Number, Tenure, and Qualification.

The number of Trustees of the Foundation shall be at least five (5). Each Trustee shall hold office until the next annual meeting of Trustees and until their successor shall have been elected and qualified, or until their earlier resignation, removal from office, or death.

the number of Trustees should be clarified. I suggest rather writing something like between 5 and 9 for example Anthere

Section 3. Selection.

The Trustees shall serve until their successors are elected and qualified. Selection shall be in the following manner:

(1) Trustees Elected from the Community.

At least two (2) Trustees shall be selected from the Community by vote of the Community. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures; they shall appoint two Inspectors of the Election from the Community to oversee the election procedures who shall report and certify the results within thirty days of any vote.

this should mention elections will be public Anthere

(2) Other Trustees.

The remaining number of Trustees shall be elected by the Board. Names of individuals shall be nominated for selection by the Board. The Board shall endeavor to select Trustees who will best fulfill the mission and needs of the Foundation. Individuals who are not selected unanimously may be elected by a majority of the Board.

the text should read all remaining trustees" shall be elected by the Board. A provision should be added to mention this election is temporary rather than for life.

Selection - Election

This section seems to be a bit confused to me. We agree that two Trustees are elected (or selected by a public election)

We know that the Founder Member(s) appointed three more Trustees originally, choosing according to their best belief. Now we have one Founder Member remaining, our Chairman Emeritus, two appointed Trustees and two elected Trustees.

The bylaws could state that the Founder will keep his right to APPOINT two of the Trustees (and there is no reason why this should not be spelled out) or state that the (currently) two remaining seats would also have to be filled by elections.

The choice, that was made here in (2) that the Trustees should be given the right to appoint other Trustees without a public election (except on a temporary basis) seems to me to be "self propagating", and not too democratic. However, this should depend on the Founder's views, as we would be usurping the power of the Founder if we would want to decide if the managers of Wikimedia should be chosen democratically or not and the organisation itself should be democratic or not! LouisBB 15:11, 11 November 2006 (UTC)

Section 4. Meetings.

Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a least the majority of Trustees. The Chair may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the Foundation.

I suggest removing Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume.. There is little definition of what "reasonable" is, and the concept could lead to easily to a "coup". Anthere

(a) Special Meetings.

Special meetings of the Board of Trustees may be called by the chair of the board, by the vice-chair or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting.

(b) Notice.

Notice of any special meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Trustee at his business address, unless in case of emergency, the chair of the Board of Trustees or the vice-chair of the Foundation shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Trustee states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

(c) Manner of Acting.

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. Such actions shall take the form of resolutions and shall be included in the corporate records of the Foundation.

(d) Presumption of Assent.

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.

(e) Constructive Presence at a Meeting.

A member of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.

(f) Action Without a Meeting.

Any action required by law to be taken at any meeting of the Trustees of the Foundation or any action which may be taken at a meeting of the Trustees or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Trustees or all of the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee, and such consent shall have the same effect as a unanimous vote.

Section 5. Resignations.

Any Trustee of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the chairman of the board, to the vice-chair, or to the secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.

Section 6. Vacancies.

Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall hold office only until the next annual meeting of Trustees and until his successor shall be elected and qualified or until his earlier resignation, removal from office, or death.

Section 7. Replacement of Board Members.

Should a Trustee resign, become incapacitated or otherwise be unable to serve the remaining Trustees shall appoint an interim representative until such time as a new election can be held to fill such office at the next annual election. If not, the remaining Trustees may elect a replacement. In such case should there be a tie vote the Chair shall cast the deciding ballot.

Section 8. Delegation and Expenses.

(a) Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chair or to any committee of the Board.

(b) Committees may include as committee members persons from the community and other professionals who are not Board members, provided the membership of the committee is approved by the Board.

(c) Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation for their duties as Trustees.

Section 9. Voting Means.

Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.

Section 10. Reserved Powers.

The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the Foundation not inconsistent with these bylaws.

one section should be added, to include the provision that members elected by the board or elected by the community shall be so for a limited time (2 years). When the time for appointed members is over, a new election process should occur. If the member-to-remove is asking for a re-election, he should be excluded from the election process. Anthere

ARTICLE V - OFFICERS AND DUTIES

Section 1. Number.

The Board of Trustees shall elect from among its members a Chair, Vice Chair, Executive Secretary and Treasurer.

(a) CHAIR.

The Chair shall, when present, preside at all meetings of the Board of Trustees. He shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The Chair may sign, with the secretary or any other proper officer of the Foundation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to him by the Board of Trustees.

I would like a lawyer to review this description of the role of the chair, with in light the fact we have an executive director. Even if at some point we do not have a CEO any more, I would like that the job description of the chair and the job description of the CEO are clearly differenciated. I am not sure they currently are. Anthere

(b) VICE CHAIR.

The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform his duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair.

(c) EXECUTIVE SECRETARY.

The Executive Secretary shall keep accurate records of all Foundation meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and the seal of the Foundation; receive monies for the Foundation, issue checks on those monies, and keep and render as required true accounting thereof; perform all duties of the office of the Executive Secretary and such other duties as may be assigned by the Chair or the Board of Trustees. The Executive Secretary shall make a fidelity bond with such surety and in such penalty as the Board of Trustees shall require, if any.

Attention! Do we mean issuing cheques here OR making financial checks ? LouisBB 03:41, 15 November 2006 (UTC)

(d) TREASURER.

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws; review the financial operations of the organization and advise with the Executive Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees.

Section 2. Term.

These officers shall be elected for one year terms of office by majority vote of the Board and may be re-elected at the expiration of their term.

this is a good point. However, we have already reached the end of last year term and no elections have occured. Which means the chair is chair by default, or rather by self-appointment. Either this whole paragraph needs to be removed or it should be respected and elections be done. What can be done if the bylaws are not respected on this matter ? Anthere

Section 3. Removal.

Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever, in its judgment, the best interests of the Foundation would be served thereby.

Section 4. Vacancies.

A vacancy, however occurring, in any office may be filled by the Board of Trustees for the unexpired portion of the term.

Section 5. Resignations.

Any officer of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the chairman of the board, to the vice-chair, or to the secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.

Other points

Should not it be made reference of the existence of committees somewhere ?Anthere 01:07, 16 August 2006 (UTC)

Issue Numbering

Please note my comments on the discussion page of the parent article LouisBB 22:16, 10 November 2006 (UTC)