[Foundation-l] Board meeting 21st of June 2008

Mon Jun 23 23:20:00 UTC 2008

effe iets anders wrote:
> Hi Florence,
> 
> thanks for sharing. I really appreciate it. One thing I would like to
> suggest, but maybe better for the July meeting, I leave that up to the
> Board of course, is the Bylaws. The bylaws that were "approved" by
> email (which does not seem to be legal in the sense as meant by the
> current bylaws [1], [2], since bylaw changes can only be made in a
> meeting, and with 10 days written notice in advance) still have not
> received a unanimous vote by the board which might maybe (but I am not
> even sure by this) overrule this statement[3], [4]. Maybe it would be
> a good moment to reconsider these changes, perhaps with the input from
> the community with it, and revote it, maybe including some of the
> changes that were proposed. That way the change could be made legal,
> and could be published on the website as well.
> 
> For the rest, it sounded to me like the discussion on the privacy
> policy is still ongoing, and there was a lot of criticism. Maybe it
> would be useful to consider some of these changes, and postpone a
> decision until July or by email.
> 
> Best regards,
> 
> Lodewijk
> 
> [1]: http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws#Section_1..09Amendment.
> [2]: "(5) Modifications to the bylaws or articles of incorporation can
> not be made with consent resolutions." (art. IV, 4, (g))
> [3]: "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." (art IV, intro)
> [4]: http://wikimediafoundation.org/w/index.php?title=Resolution:Bylaws_amendments_and_board_structure&oldid=26814
> , "Passed in April 2008 with 6 supports (Frieda missing)"
> 

Hello

Thanks for reminding us that we forgot to update the resolution 
published on the Wikimedia Foundation website.
The decision is legal (as was pointed out by Mike over a month ago) 
since the general frame of the decision was taken during the physical 
board meeting in San Francisco, for which the due notice of 10 days was 
respected. The agenda reflected clearly that it was planned to discuss 
the reorganization of the board.
After the meeting, the text reflecting the decision taken in SF was 
written and board members reconfirmed their approval. There were over 10 
days between the board meeting and the re-approval, with time to comment 
in between.

You are correct however that change of bylaws seem to require votes from 
all members (though, it is actually not 100% clear...). But Frieda 
actually voted, after the publication of the resolution. I updated the 
resolution on wmf site accordingly. Frieda opposed the resolution.

Regarding the possibility of reopening the discussion, fixing 
unclarities that you reported earlier, and re-voting... errr, let me be 
super honest with you on this one.

First, beside Frieda, all board members seem to be happy with this 
decision. So, I doubt they would be happy to re-open this discussion, 
whilst there are hot other topics to discuss during this rather short 
Alexandria meeting. If we were to do so, the entire day would be used 
for that topic, which would be hardly useful in the great picture.

My general draft for July meeting include

* official acceptance of new board member
* elections of new chair
* official creation of the board nominating committee
* feedback on (and perhaps approval of) the new pledge of commitment
* financial report (audit) from Stu
* ED report
* comment on draft proposition to be provided from the chapters 
(elections to board)
* possibility of future sub-national entities as a different tier 
organizations to be discussed
* approval of june board meeting minutes
* approval of privacy policy
* report/feedback from advisory board meeting the day before

We'll have roughly 7 hours to deal with ALL these points (and perhaps 
more if Sue is in a super energetic state). With Jimbo missing half of 
the meeting due to a talk at BA.

Second, board reorganization has been a hot potatoe. Still is a hot 
potatoe actually. I may be in charge of the agenda of that meeting, I 
will probably no more be board member that day (I dunno if it will be at 
the beginning, in the middle or at the end. Probably pretty early on 
during the day). I am not very excited at the idea of telling the board 
"eh, here is a hot potatoe for the day, now, if you excuse me, I'll let 
you deal with it without me". Chance is that they will simply remove the 
item from the agenda ;)
Seriously, I agree some of your points were correct and that the new 
bylaws require fixing and clarifications. I'll let the new chair handle 
that though ;-)

Best

Ant

> 2008/6/17 Florence Devouard <Anthere9 at yahoo.com>:
>> Hello friends,
>>
>> A board meeting will be held this saturday (21st) on irc.
>>
>> The agenda may be found here:
>> http://meta.wikimedia.org/wiki/Wikimedia_meetings#IRC_june
>>
>> Details are
>>
>> 1. approval of Resolution:Minutes approval April 2008
>> 2. review of the D&O (not received at last board meeting)
>> 3. approval of the Role of the treasurer (already drafted)
>> 4. approval of the Role of the chair (drafted)
>> 5. approval of the Role of the secretary (drafted)
>> 6. approval of new privacy policy
>> 7. approval of budget (to be approved in june, whether at meeting or email)
>> 8.
>> http://board.wikimedia.org/wiki/Image:FY_2008_09_Business_Plan_RELEASED_TO_BOARD.pdf
>> 9.
>> http://board.wikimedia.org/wiki/Image:FY_2008_09_Business_Plan_FAQ_RELEASED_TO_BOARD.pdf
>> 10. approval of Resolution: Pluralism, Internationalism, and Diversity
>> Policy
>> 11. approval of Resolution: Duty Entertainment Guidelines Policy
>> 12. approval of Resolution: Purchasing and Disbursement Process Policy
>> 13. first feedback from new treasurer
>> 14. official (re)-creation of the ED evaluation committee and timeline
>>
>>
>> 1. After approval, minutes will be published on wmf site
>> 6. As a reminder, you are invited to comment on draft of privacy policy
>> here: http://meta.wikimedia.org/wiki/Draft_Privacy_Policy_June_2008
>> 10. is a very good proposition made from the staff to the board, and is
>> related to hiring policies (not community issues as you might imagine
>> from the title :-))
>> 11. is meant to come along with already approved travel policy.
>> 14. might be delayed to july meeting if the board decides so.
>>
>> If you have any URGENT issue you wish to be added on the agenda, here is
>> the right time to ask. Since this is an irc meeting, I prefer to avoid
>> any difficult discussion best held face to face. Thanks
>>
>>
>> Florence
>>
>>
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