[Wikipedia-l] Re: bylaws III
Ray Saintonge
saintonge at telus.net
Sun Jan 25 23:42:41 UTC 2004
Anthere wrote:
> Ray Saintonge a écrit:
>
>> Brion Vibber wrote:
>>
>>> On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
>>>
>>>> There is also nothing in the by-laws to define "Board of
>>>> Directors". The simple fact that the term was used suggests that
>>>> it is at least something different from the Board of Trustees.
>>>
>>> Florida statutes section 617.01401, paragraph 2: '"Board of
>>> directors" means the group of persons vested with the management of
>>> the affairs of the corporation irrespective of the name by which
>>> such group is designated, including, but not limited to, managers or
>>> trustees.'
>>
>> I'm not challenging Florida law on this. Rather the point is that if
>> only one Board exists in an organization, the same name should be
>> used consistently. Having two separate Boards with different duties
>> is a real possibility, and the use of both terms lends support to
>> that. I raised the issue last summer with the suggestion that a
>> Board of Trustees would be charged with maintaining the focus and
>> integrity of the project, and insuring that it adheres to a few key
>> principles. The Board of Trustees in the by-laws seems to do that.
>> A "Board of Directors" would have broader responsibilities relating
>> to the general management of the project. The Trustees would have
>> the power to overrule the Directors on matters that violated key
>> principles.
>
> You mention a sort of council then ?
Sort of, yes. The approach that was taken to the by-laws was bound to
create a furor. People who have bought into an intellectually free
environment are bound to react badly when a proposed governance is seen
as being imposed in a top down matter, and they see themselves as
powerless when it comes to real decision making. In most organizations
people can't run away fast enough when the time comes to discuss
by-laws, but they are quick to complain when the by-laws as adopted work
to their disadvantage. In other situations one person is under pressure
to produce something, and he writes up an incomplete or inadequate
document. This is then adopted by a small group of people who are
anxious to get the whole thing behind them.
A common result is then that an organization is shaped by its by-laws,
when the reverse should be happening. When a dispute arises in relation
to a by-law matter those with a passion for acting lawfully will tend to
read by-laws very literally without regard to the intent of the
drafters, assuming that that intent can be determined at all. If what
was actually written in the by-laws conflicts with the intent of the
drafters that's too bad. We do well to try avoiding that situation.
The by-laws document that has been presented to us is credible as a
first draft. To have any kind of progress at all it takes one person to
sit down and write such a draft. This gives a basic structure to the
overall document, and initiates most of the points that need to be
included. That becomes the basis for further discussion.
Many valid concerns have been raised about this first draft. That was
to be expected from this fractious community. Among the important
issues have been the general role of the membership in the broad
governance of Wikimedia Inc., and the autonomy of the separte projects
within the family.
The three areas that require addressing:
1. The core values and how to protect them, including a statement pf
principles.
2. The general administrative operations affecting all projects
3. The issues that that are best decided at the project level
The by-laws should define these respective roles as clearly as possible.
Ec
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