Brion Vibber wrote: 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. Speaking only for myself, I find that I already receive enough messages without subscribing to yet another list. Ec

Anthere wrote: 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

Alex T. wrote: The passage in question was in the definition of Honorary Member: "approval by the general membership at the General Meeting of the Foundation". This seems to imply that one would be held, but the idea of a general meeting of members is mostly left undefined, and appears nowhere else in the by-laws Yes, they could do that. Agreed, because several of the problems could be improved by rewording without changing the apparent intent. One clear typo is that "Article XIX" should really read "Article IX". Ec