2008/9/10 Andrew Turvey <raturvey(a)yahoo.co.uk>uk>:
Just catching up on my emails and wanted to mention a
few things:
1. Election committee/Returning Officer/teller
Andrew Whitworth - didn't realise you were from ChapCom. In that case, can I
propose Andrew is asked to be the Returning Officer/teller/election
committee, with responsibility for:
- sending out voting invitations (by email?)
- receiving back votes
- counting them
- publishing the results
Do we need more than one person to count 20 odd votes?
I think more than one person is a good idea, just to be on the safe
side. While I would trust Andrew to do it alone, having multiple
people protects the counters since no-one can accuse them of fixing
the vote (at least, not as easily).
2. First Board meeting
Might be taken as read, but can I suggest the person who tops the poll has
the responsibility of calling and chairing the first meeting.
I hadn't thought of that, that's a good idea (well, they would only
need to chair the first item of business in the first meeting -
appointing a chair).
3.50% Rule
Can someone clarify: does this mean everyone elected must get more "Yes"es
tha "No"s? If so, presumably abstentions wouldn't count either way? Or
does
it mean Yes must be more than No + Abstentions. If the former, I think the
rule should be kept as it prevents the election of a controversial
polarising figures who might have many supporters but also many critics. If
the latter, it could end up being quite an obstacle.
Is there such a thing as an abstention in approval voting? My
understanding was that you just ticked the box next to the people you
approve of and do nothing with everyone else. I think it might be best
to just ditch the 50% rule, do we really want to have to call another
election just because the community can't agree on anyone?
4. Initial/interim board
Of course, the Board announced on 27th September won't be directors of
anything because no company will exist at that stage; however, soon after
(hopefully round about 25 October) these same people will become directors
of the new company and will remain so until the AGM three months later - so,
yes, they will have real authority. I would say that all decisions of the
chapter at this time will have to be made - formally at least - by the
Board.
Indeed.
However, the community can still hold them to account
at follows:
- I would expect the Board to advertise the place, time and agenda of their
meetings and encourage non-Board members to contribute to decisions
(retaining, of course, the right to go "In Camera" if they need to discuss
private matters)
In order to keep the meetings efficient, I think only board members
should be able to speak, but I see no harm in everyone being able to
listen (I expect most meetings will take place on IRC, so people can
private message the chair if they have something particularly
important to say).
- In some matters (e.g. how much the membership fee
is) I would hope the
Board would encourage the community to reach a decision and then implement
it.
Yes, some decisions will require community consultations - membership
fees is a good example.
- I would expect the Board to publish minutes
(redacted if necessary) of
their decisions and the reasons behind them and to give regular progress
reports to the community
Absolutely - detailed minutes (including the reasons) should be
published (they may end up just being logs of the IRC chat for the
most part). I think progress reports should be given whenever a
deadline is reached on the timetable (saying whether it was achieved
or not, and if not, why not).
Admittedly the community couldn't force any of
these; however:
- Standard Board M&As would give the majority of Directors the power to
dismiss a director if need be (although this may be modified in the specific
Articles - which I haven't yet been through in detail)
The model docs have specific circumstances when a director can be
dismissed, you can't just dismiss them on a whim, but it is possible
in the most important cases.
- Directors can in some circumstances be voted out by
members at the AGM
(even those not standing for re-election)
I would advise against that - having only some directors resign at a
time means the board can have a smooth handover between members. If
the community can get rid of board members, that could end up causing
chaos - if it's just one director people don't like, it's not a
serious problem since they only have one vote, so it's likely to end
up with all or nearly all of the board standing down (5 board members,
2 resign by rotation, 2 or 3 get dismissed, leaving either 1 or none)
and a whole new board taking over that don't know the status of the
charity well enough to do the job.
- If directors refuse to call an AGM, a given % of
members can normally
force one to be held (the details are set out in the M&AoA)
An AGM has to be called between 10 and 15 months after the last one,
that's in the articles. What happens if they don't do that, I don't
really know, but adding more rules isn't going to help if the board
aren't following them.
- If all else fails, Wikimedia Foundation can revoke
the license which
essentially collapses the organisation (even if it doesn't legally)
Indeed.
By the way, I think it could be described as an
"interim" board because it
will only last three months and wont be doing much of substance.
Yes, as long as people realise it is a real board with all the powers
and responsibilities of a board, even if it is only temporary.