User talk:The Thadman/Give Back Our Membership

From Wikipedia, the free encyclopedia

Contents

[edit] Do you think it will really happen?

Since this is a subpage to your user page I am not going to make any changes without discussing them here first. I added some information on the Wikimedia Foundation page and a comment on the user page under "Fundraiser controversy" to point out some things about this abrupt change in the bylaws. I know that some WMF "Officials" feel that they gave adequate notice of Brad's unilateral revision of the bylaws that he did right after he came "on board" in June 2006 but this was also around the same time that Jimbo stated on the mailing list that he was hiring Brad so that Brad would "continue" to work with all the other pro bono lawyers of the foundation (like myself and Soufron for example). I may be wrong but I have no evidence that ever happened; what appears to have happened is that all legal work after that point was monopolized at HQ. What did happen for sure is that the bylaws were quickly rewritten without notice(I had originally written a provisional set of bylaws creating a membership organization that could be used to submit along with the IRS application for tax exempt status) and without any consultative committee or bylaw revision committee that is customary when such an event occurs so that a group of people can discuss the current bylaws before changing them or suggesting changes in order to analyze how the bylaws failed to function before making several proposals on new or amended bylaws. While it is true that the bylaws stated that they could be amended simply by the board of trustees I think there is an issue about members being given adequate notice of this change and that it not have been done just days before a fundraiser without any announcement or press release. As I also stated people contributed to WMF projects under a license that gave away most of their rights, they did that with the belief that they at least maintained membership rights in the organization that controlled those contributions and made them available to others to easily modify. Quaere: is the GFDL contingent upon the material representation of membership rights and can the unilateral denial of those rights lead to an invalidation of that license based upon misrepresentation?

Regarding your page I would also like to point out that the changes in the bylaws not only take away the right to vote but all rights (entitlements) and obligations (responsibilities) of "entrenched" representation. While the Board has passed some resolutions "promising" to include "community" members on future boards none of this is clearly defined (i.e. what is the so called community?). Also the idea that everyone who contributed was a member has been replaced that everyone is just a user, complete disenfranchisement. Members normally have a right to complain, to state grievances, etc. like in any "democratic" structure. Taking away the "rights" of members also takes away the board's direct "obligation" towards those members to be replaced with a vague idea that if someone is a "member" of the "community" somehow (without any formal procedure in place) their grievances will be responded to. My recent experience along these lines, as I told you on the telephone yesterday, was that the board and its members are generally unresponsive and getting in touch with a bunch of people who have delegated all their authority to a staff that routinely fails to return member phone calls is a royal waste of time unless you threaten to sue (strange that gets their attention when my idea when I first got involved was to create a membership structure that prevented anyone from filing suit in a court but the revision of the bylaws left that as an open option to anyone who has a grievance against the corporate structure).

I think the way to proceed is to start a new Association of Wikipedians and Wikimedians and it should be totally independent of the WMF servers, it should have its own structure, tax exempt status and should be a place where anyone who has contributed to WMF or any of its projects (not necessarily as a volunteer editor) should have a place to comment and critique what is going on in that organization without judgment or creating any kind of pressure on the individual participants to conform to the so-called ideals of WMF. Such a Union of Members could act as a real arena of reform that could exert positive influences on a culture that is become complicated, confusing and debilitating to true collaborative work.

I am also adding the following notice to my user page and I suggest that everyone do so as a sign of protest over what has happened:

Alex756 never thought when granting a GFDL license to the foundation that his membership rights would be unilaterally terminated and he hereby gives notice that he also revokes all GFDL and CC licenses due to said misrepresentation of the Board of Trustees (BoT) and herewith demands that all his contributions prior to this page be removed because they are infringements on his copyrights. Alex756 06:57, 2 February 2007 (UTC)

Incidentally, you can't do that. You agreed to license your work under the GFDL when you submitted it – Qxz 04:22, 3 February 2007 (UTC)
From Wikipedia:Copyrights: "You can later republish and relicense them in any way you like. However, you can never retract the GFDL license for the versions you placed here: that material will remain under GFDL forever." – Qxz 04:26, 3 February 2007 (UTC)
Ha, ha, that is very funny. So you are saying that the board can take away membership without giving proper notice, fail to have annual meetings and they can break their own rules but the rest of us peons have to do something because they said so? This is exactly the problem. I made all those contributions because I thought I was part of an association of people whose voices would be guaranteed by legal means, now those legal rights have been taken away from me, the social contract has been smashed, not by me, but by them. They revoke my membership, I revoke my license, it is that simple. Alex756 15:24, 3 February 2007 (UTC)
Alex756: You own the copyright to everything you have submitted, however have licensed it under the GFDL - allowing anyone to use the work you licensed under the GFDL providing they follow the GFDL - the Wikimedia Foundation never have and never will own the copyrights to your work. Lcarsdata 20:34, 6 February 2007 (UTC)

[edit] misunderstanding?

I believe there were never actually any members. I think I read about this on the foundation-l mailing list some time ago...This is what I remember reading: The different membership classes only indicate potential members, for instance "CONTRIBUTING ACTIVE MEMBERSHIP" would be only for contributors but no contributors were ever given this membership. The reason the membership section was removed is because is was not being used, it was just a relic. Its removal does not change anything. You never were a member in the first place. S Sepp 17:17, 2 February 2007 (UTC) edit: I remember where I heard this. It was on an episode of the wikipedia weekly podcast. S Sepp 17:24, 2 February 2007 (UTC) edit 2: It seems it is more complex than I thought. S Sepp 20:57, 2 February 2007 (UTC)

Yes, this is all a misunderstanding. I suggest you contact a memeber of the Board if you want a full explanation – Qxz 18:34, 2 February 2007 (UTC)
There were never actually members? What about elected member representatives? They had elections and you had to have a certain number of edits to vote? How can there not be members? The old bylaws clearly stated: "All active members shall have the right to vote in this Foundation at any membership vote for Member Representative to the Board of Trustees." The fact that the board never seemed to follow its duty to create a membership fee or a membership application (you could suggest that becoming a user was a membership application and the board decided to waive the fee or set the fee to zero) does not negate membership rights. The right to vote for representation, the right to know what the board is doing, attend meetings, be active in the association. As far as "volunteer active members" the old bylaws said the following:
B. VOLUNTEER ACTIVE MEMBERSHIP:
This membership shall be open to all persons interested in supporting the activities of the foundation who have contributed under a user name to any Wikimedia project prior to the election ballot request deadline. The board may set minimum contribution requirements for the purpose of eliminating fraudulent votes. Volunteer Active Members shall have all the privileges of Contributing Active Members. Volunteer Active Members are automatically qualified to vote, do not need to register as a member prior to voting, and can opt out of membership at any time.
As it clearly states all volunteer active member does not have to pay dues, or do anything, they were automatically entitled to vote.
I am saying these things because I wrote these bylaws with Jimbo Wales, I don't think anyone on the board knows as much about them as I do. To my recollection I never stated that there were no volunteer active members. If you have any indication otherwise, please be specific about your sources. Alex756 18:51, 2 February 2007 (UTC)
You obviously know a lot more about this than I do. I will just refer to my source in case you are interested. It is in Wikipedia Weekly episode 6 at time 28:40 where they talk about members and the bylaws. A semiquote from there "to the best of my knowledge there is some dispute about whether no person or one person has completed the [membership] process". The podcast can be downloaded here. I will leave this discussion now. S Sepp 19:29, 2 February 2007 (UTC)
Yes, I listened to this podcast and there is some talk about the Contributing Active Membership category which required an application and the payment of a membership fee and it is suggested that only one person "joined" in that category. The other (and most common) type of membership was opened to all members and was what was used as the basis of voting rights during all the annual election meetings that we held annually as required by the Florida statutes and the bylaws; as the quote from the bylaws shows (it is highlighted) no membership application or other formality was necessary for that to be done. Alex756 20:23, 2 February 2007 (UTC)
You seem to be concerned that you've lost your right to vote in something. The only Foundation-related thing that there has ever been voting for is the elections for Board membership. Observe: http://meta.wikimedia.org/wiki/Elections_for_the_Board_of_Trustees_of_the_Wikimedia_Foundation — there are no plans to discontinue this. What exactly is the issue? – Qxz 03:53, 3 February 2007 (UTC)
In fact, the bylaws agree with this too. Observe: http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws#ARTICLE_IV_-_THE_BOARD_OF_TRUSTEES Section 3 part (C):

Persons elected by the community shall be appointed for a term of two years. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. The Board shall determine who shall be qualified to vote in the election.

All they mean by "determine who shall be qualified to vote in the election" is set a minimum edit count and/or time since creation that a user account must meet in order to vote. This has been the case with all previous elections, too; currently it is 400 edits. Again, what exactly is the issue? – Qxz 03:58, 3 February 2007 (UTC)

[edit] Consensus Exception?

The petition states, "Article III reads now: 'The Foundation does not have members. (Fla. Stat. Section 617.0601).'" The noted change cites this Florida statute and the petition seems to question whether legal notice was give and whether the Board of Trustees legally needed the consent of the active members to take such an action. Wikipedia:Consensus#Exceptions may apply to this petition. -- Jreferee 17:54, 3 February 2007 (UTC)

Old Bylaws, Article XIX Section 5: "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." Furthermore, is Wikipedia:Consensus extrapolated to the Foundation? Or does it deal specifically with Wikipedia and consensus issues here? אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 05:02, 4 February 2007 (UTC)

[edit] Membership

I remember much disscussion on foundation-l about whether the membership clause should be fixed or done away with completely. As far as I can remember one big objection to membership was that the law required a membership roster which recorded legal names and addresses of members and was to be available to any other member on request. Many people disliked the idea that of having a memebership that would fail to include anyone who does not feel like sharing their address with any other member. It is all very well to make a petition for restoring membership, but you have not addressed any of the objections that people brought up as to why membership was not really working at all. Some disussion was in this thread [1] but the issue was brought up several times as I recall with no one giving suggestions as to how to make membership workable. I would suggest you approach the Board asking them why the by-laws were changed in this way and then respond to their answer rather than to strongly put out the position of restoring "membership" which was never well-defined in the first place.--BirgitteSB 18:09, 3 February 2007 (UTC)

Florida statute 617.0601(1)(a) now cited in the bylaws states "A corporation may ... have no members." Florida statute 617.0601(4) states "A corporation shall keep a membership book containing ... the name and address of each member. The corporation shall also keep records in accordance with s. 617.1601." The bylaws may be amended by a majority of the entire Board of Trustees. The Give Back Our Membership petition states that "the bylaws were amended without a vote by the members" and "without our consent (and in most cases without our knowledge)." -- Jreferee 19:15, 3 February 2007 (UTC)
"The bylaws may be amended by a majority of the entire Board of Trustees" --> "provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting." This did not happen in accordance with Article XIX Section 3 "Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient." As such, the current revision should not have happened. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 23:25, 3 February 2007 (UTC)
Why do you not think that the notice is being required to all people who registered thier name and address in the member book and instead believe that section pertains to you?
This section of your petition is incorrect On MetaWiki's foundation-I list summary, only the following is found in reference to the bylaws (with broken links), emphasis added: I have given a link above from August and that was the second call for input into the by-laws rewrite. Please remove such claims that there was no prior reference to this rewrite.--BirgitteSB 14:02, 4 February 2007 (UTC)
Where is this link? I would like this petition and discussion to be factual, so if you could post it here I'll update the petition to reflect it. However, this still would not satisfy the notification of all members by snail mail or email as stated in the previous Bylaws. I really do wish that it was addressed somewhere. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 01:59, 5 February 2007 (UTC)
Here is the llnk from my intial comment--BirgitteSB 14:56, 5 February 2007 (UTC)
Thanks! For some reason I missed it in your initial comment because of my screen size (it landed on the edge of the screen and I kept looking past it). I'll incorporate this as soon as I have the time. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 21:37, 6 February 2007 (UTC)

[edit] Foundation-l Revised Bylaws post

Here is the Foundation-l Revised Bylaws post stating the reasons for the membership change:

2) Membership does not legally exist. Membership was previously described in the bylaws but not actually implemented. We've discussed this issue at some length and decided that the risk of membership do not outweigh the potential benefits. The risks include: (i) Disclosure of identity to others. We do not want to limit participation in WMF activities to those who are willing to disclose their identity to other members. (ii) Hostile takeover. Given the power of members to elect or recall the Board, the risk then arises of large numbers of people being affiliated with some entity (economic, political or religious) to attempt to restructure the organization to their liking. (iii) Unnecessary hierarchy. It is possible that legal membership would negatively impact the social dynamics of the project when members and non-members are treated differently. (iv) Administrative overhead. WMF is simply not presently in an organizational position to effectively manage thousands of membership registration. (v) Questionable benefits. We can have most of the benefits of a membership system without legally encoding it in our bylaws.[2]

-- Jreferee 20:03, 3 February 2007 (UTC)

Provided that I am not mistaken in my understanding of how the government views the procedure, these bylaws were registered when the Wikimedia Foundation was incorporated which makes them legally binding. They simply cannot be ignored or retroactively declared as unimplemented (as they -were- implemented as part of the incorporation process). As such this claim that membership "[did] not legally exist" would be factually incorrect and a major mistake has been made. This is one of my grievances. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 23:11, 3 February 2007 (UTC)

[edit] Clarification?

Right I can't be the only one failing to see the real issue here, so my question is this: I'm your regular Joe Q. Wikipedian who occasionally edits the encyclopedia and might vote for members of the arbcom if I feel particularly strongly about it. Why should I sign this petition? M A Mason 00:58, 4 February 2007 (UTC)

If your personal interaction with Wikipedia or any of the Wikimedia Foundation projects is casual and you don't have an interest in the greater goings on in the Wikimedia Foundation then I really can't think of a compelling reason to sign it. If you do have a vested interest in where the Wikimedia Foundation and its projects are and where they are going and find yourself regularly contributing to them, then you might be interested. It's a choice and decision that is up to you to make. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 03:00, 4 February 2007 (UTC)
Thank you for the concise response :) M A Mason 12:27, 4 February 2007 (UTC)
OK... I am a regular contributor, and I do care about where the Wikimedia Foundation's project are going. Now why should I sign? I still haven't heard a compelling argument that there is any problem – Qxz 15:59, 4 February 2007 (UTC)
If you believe that what you have read so far is not compelling to you, then simply don't sign. In the end it is your personal choice. :-) אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 16:46, 4 February 2007 (UTC)
I never had any intention of signing; I am simply very concerned that a number of contributors seem sufficiently annoyed with the Foundation to demand that all their edits be removed (even though they can do no such thing, a GFDL matter unrelated to the Foundation), and I am curious as to why. The argument seems to be either that a right that we never had has been taken away ("membership"), or a right that we actually still have has been taken away (ability to vote for Board members). Both of these arguments result from an apparent misunderstanding, and possibly stem from more personal issues involving Jimbo, or the way in which the projects are run in general, rather than anything relevant to the Board of the Foundation. See also my response in the next section – Qxz 18:22, 4 February 2007 (UTC)
Let me see if I can answer some concerns here, and I'll also look over your below response. Right now, the petition is about getting the membership outlined in the old bylaws reinstated, not removing GFDL edits. That is Alex's response to having his membership removed (which I believe was more to illustrate the contradictory nature of the situation, changing bylaws against the provisions in the bylaws vs. unlicensing content against the provisions in the content licenses). Now to take myself as an example, I do not know Jim (except by name and place here on Wikipedia, so I suppose you could say that I don't know him on a personal or even face-to-face level), and he probably does not know me. As such, I really can't have a personal issue against him by definition or otherwise. However, reading over the original Wikimedia Foundation bylaws I've seen membership, which is (among other things) a stake in what the Foundation is, where the Foundation is, and where the Foundation is going, removed in apparent contradiction to and against the means outlines in how the bylaws, themselves were written. Certain parts of the bylaws were not kept up upon and I believe (based upon what I have seen happen) that other parts were completely skirted. Since the bylaws are a legal document and necessary for incorporation under the law, I see this is a big inconsistency on part of the Wikimedia Foundation board that I want to see addressed. I personally have a very large vested interest in Wikipedia, and I try to play an active role in shaping the areas that I am involved in (which at this point in time are mostly the AMA and work on the Aramaic Wikipedia to keep them, both viable projects). Keeping the Wikimedia tools truly free, I believe, is an important issue. Not only free in terms of use, but free in terms of direction and scope; things that are defined and shaped by the Wikimedia community. Removing one's membership, which before the change was granted simply by being an active contributor (i.e. a body of persons who already shape the community), not only loosens that bond to the community, but puts the entire project's form behind a small group of people, who are not representative of the user body, and away from those who have literally given it life. The users, under these new rules, are helpless, and the vast majority of them are not even aware that they had a stake in the Foundation. All of these shortcomings, I believe, need to be mended and I also believe that this may be the first step. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 01:54, 5 February 2007 (UTC)
OK... but other than the wording of the bylaws (which let's face it, nobody really reads anyway), does any of this actually make any difference to the way things are run? The individual projects still have as much control over their own scope and direction as they always have done; the procedure for proposing new projects on Meta is still the same; everyone with more than 400 (or however many) edits is still entitled to participate in Board elections. What has actually changed? – Qxz 17:01, 5 February 2007 (UTC)
It should be pointed out that Qxz only became a user in January 2007, so Qxz was never a member. What has changed is that a lot of people who never knew they had the right to vote have now had it taken away from them. Sounds like what happened in the South after the end of the Civil War. Alex756 03:41, 9 February 2007 (UTC)

[edit] Re: I don't agree with you

This does sound like it's making a mountain out of a molehill. I'm withdrawing my signature from the petition.--///Jrothwell (talk)/// 18:02, 5 February 2007 (UTC)
Maybe you can explain what you mean rather than just recording an emotional response. Taking away the right to vote is not a small thing. Alex756 03:32, 9 February 2007 (UTC)
If we keep on arguing and nitpicking over little terminology changes like this, it'll be the end of Wikipedia and all other WMF projects. We should be concentrating on improving pages, reverting vandalism, and improving the projects, not on arguing over little word changes and punctuation marks. --///Jrothwell (talk)/// 12:24, 14 February 2007 (UTC)

[edit] Isn't this a 'good thing?

If anyone who had made any edits were allowed to vote, it would be rather easy for the foundation to be taken over hostially, would it not? I'm not involved in this, but frankly, members can still vote for some board members, etc.. that's what matters. --Zantastik talk 06:23, 5 February 2007 (UTC)

This is why there was originally a clause in the Bylaws to set a minimum set of requirements to define an "Active" editor, and if that was the case, what would the problem be? Would it be wrong or even a "bad" thing for the active editing community to decide which direction the Wikimedia Foundation was going? The body of active editors is where practically all of the content of these projects comes from. :-) אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 14:51, 5 February 2007 (UTC)
You mean this clause?
Persons elected by the community shall be appointed for a term of two years. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. The Board shall determine who shall be qualified to vote in the election.
That's still there. Article IV section 3 part (c) – Qxz 16:55, 5 February 2007 (UTC)

[edit] Any proposal?

Hi. I had quite a few questions since I first saw User:Alex756 mentioned about it. I now see some questions answered on this page. Thanks for the discussion and information.

I wonder if any of you have some idea how the membership should be defined. I see some points why the membership was eliminated, as explained in the Foundation-l post. Do you think simply reinstating the previous language is better? Or is there any way to address some of the concerns that led to the change while still maintaining the broad membership?

Tomos 11:22, 5 February 2007 (UTC)

I personally believe that in order for the Wikimedia Foundation projects to be truly free information commons that they must be governed by their content contributing communities. To me that only makes sense, as the projects are (literally) defined by the community. :-) Most of the other points that I have seen seem to hinge upon the fear that somehow the wheel of the organization is going to be taken away from the Board, which does have its merits and is a very valid fear, as well as a few issues of privacy. Let me see if we can dig up the discussion about the bylaws changing and post them here for further picking over. You wouldn't happen to have a link directly to the pertinent emails? All of the links on the summary pages are broken. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 14:58, 5 February 2007 (UTC)
All links to mail archives from before January have been broken ever since the mailing lists were moved last month. Annoying; I don't know if there's any way to fix it – Qxz 16:57, 5 February 2007 (UTC)
I am not sure which links you were referring to, but I manually fixed two that appeared on the content page of the Give Back Our Membership.
And thank you for your reply, Steve Caruso.
I think it is good if we can somehow avoid the risk of takeover while maintaining the open membership to everyone who is actively involved in the project to a more than certain degree. I also think that there is a risk of takeover of the Board of Trustees when there is no invervening power to it. I trust Jimbo and Florence. But in a long run, we don't know what's going to happen with such a body. In principle, a select few people are probably easier to influence by money, threat or other means than a swarm of Wikimedians..
In short, I don't see either the previous or the current arrangement clearly superior to the other. If you or any others have an argument for the previous or yet another arrangement, I am interested to hear that. Tomos 18:15, 5 February 2007 (UTC)

[edit] A completely absurd response to a normal occurrence.

Disclaimer: I'm not a lawyer, this should not be construed as legal advice, et al.

Bylaw changes aren't out of the ordinary, particularly for a newer organization. True, the WMF has removed the concept of membership. However, the bylaws clearly state that the only benefits to membership were the ability to vote in board elections, and even that was definable by the board, who could place contribution requirements upon the voting criteria. Alex756 and Steve Caruso are operating on flawed interpretations of corporate law. The argument that creating a user account was a membership application is completely false; membership was very strictly defined and is not implicit upon a user account being created. I believe that membership did exist in the form of volunteer membership. However, the rights given to members (voting) are still available to community members (see Article IV, Section 3), and membership does not, as some have concluded below, result in the ability to vote on anything except board elections. Not on regular matters, and not on bylaw changes.

Steve Caruso mentioned the clause "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." The removal of membership is not inconsistent with the bylaws- it's simply an amendment to the bylaws that does not contradict the bylaws itself; it simply removes a section. Jreferee's note about section 617.0601 isn't inconsistent with board actions either- the statute requires that voting members, and registered members be notified in advance of meetings. All board members presumably were- volunteer members do not have suffrage. And registered members, if any, would have been notified; however, I'm under the impression such membership was never issued. I can't say it enough- the only rights given by the bylaws to Wikimedia contributors was the right to vote in board elections, which is still implied in "The majority of the Board shall be elected or appointed from within the community."

Without all these incorrect legal arguments, the only arguments left seem to be "removing membership is unfree", or "the Board is going to go against the wishes of the Wikimedia community", and "the Wikimedia Foundation should not have control over communities". To the first, no, removing membership fixes a big issue. If Wikipedia continued to allow members, all members would have to register their name and address in a public membership book, a steep price to pay for a free project (I wouldn't do it). Not to mention potential issues with takeovers. For the board going against the community, this is possible, though unlikely. The Board sometimes has to make decisions that some areas of the community don't like (mostly relating to legal issues); this is necessary to keep the projects operating. And to the Wikimedia Foundation having control over the community, they don't. The right to fork is always present, and if the WMF did something so heinous as to aggravate a majority of its contributors, I think a successful fork might result. But I don't see any of the three happening, and I think worries over these are the product of over-worrying.

In short, all the arguments presented in favor of returning membership seem to be "we should have it" or "it's not legal for them to remove it". As I've said above, we really shouldn't, and it is quite legal. Ral315 (talk) 23:35, 7 February 2007 (UTC)

are you a Judge Ral315? I think that only a judge can really determine if what happened was "legal". Even I, who am a lawyer and who has studied the applicable statutes, know that lawyers only give "opinions". It is judges who decide what is legal and not. Are you a Judge? Please disclose? Alex756 02:42, 9 February 2007 (UTC)
Now you're going to extremes. I am not a judge, or indeed a lawyer, but I do have a strong background of legal knowledge and interpretation. I've outlined the reasons why I believe that your legal opinions are not correct, and all you've responded with is "if you're not a judge, my opinions can be perfectly valid, for all you know." And, quite obviously, having a status as a judge means nothing; it's clearly the legal opinion of the judge ruling on a case. But I doubt that your interpretations are valid. Even if we accept your argument that the status of member was actually filled (and I think there's considerable question about that; the volunteer member statute provided no means for becoming a member, other than stating requirements of being such a member), you're essentially saying that either bylaw changes have to be approved by a majority of members or that bylaws cannot be changed. I'd like a clarification of where it says this in Florida law or in the bylaws themselves; the former is absurd because no such rights are spelled out, and the latter is absurd because bylaws are regularly changed in most non-profit and for-profit corporations due to various legal reasons.
And, for the record, if my statements can be discounted because I'm not a judge, then your statements are no more valid than mine. Ral315 (talk) 03:09, 9 February 2007 (UTC)
IANAL too, but am well-steeped in nonprofit organization law (I worked at a such an organization, which was staffed mostly with attorneys, so I got a double dose, one from just being in such an organization, which had to go through this very same issue and change at one point, and a second dose by working with almost nothing but lawyers.) I have to concur with Ral315 on this. The language is clear. You haven't lost the right to vote on anything, and WMF has gotten rid of a major potential headache. — SMcCandlish [talk] [contrib] ツ 17:57, 9 February 2007 (UTC)

[edit] The problem I see with this

The current revision of the bylaws makes much of allowing the "community" to elect the Board, etc. However, "community" is never defined in the bylaws. I assume that by "community" they mean much the same thing as the definition of "volunteer member" in the old revision - but by not defining "community" they could change it to mean whatever they wanted. Assuming "community" means anyone who contributes to any Wikimedia project it seems that no rights have really been taken away. However, "community" should be clearly defined in the bylaws. ~ ONUnicorn(Talk|Contribs)problem solving 14:50, 8 February 2007 (UTC)

I don't know that "Volunteer Active Member" was an improvment in that regard. How do you seperate those "interested in supporting the activities of the foundation" from those who are not? Considering there was no registration there was no way of really identifying who was a "Volunteer Active Member" before just as there is difficulty in indentifying who is a member of the community now. I don't think the by-laws rewrite caused any real change for this problem.--BirgitteSB 17:03, 8 February 2007 (UTC)
Before "Volunteer Active Member" was defined as, "all persons interested in supporting the activities of the foundation who have contributed under a user name to any Wikimedia project" (emphasis mine). Basically, anyone who contributed under a username was a "Volunteer Active Member". I think it'd be helpful and wise if the new bylaws incorporated a statement to the effect that the "community" consists of persons who contribute to Wikimedia projects. Other than that - there's nothing wrong with the rewrite. ~ ONUnicorn(Talk|Contribs)problem solving 17:36, 8 February 2007 (UTC)
I disagree; I read it as anyone who contributed unader a username and was interested in supporting the activities of the foundation was a Volunteer Active Member. I don't think people who contributed under a username and were interested in hampering the activities of the foundation were given Voluteer Active Membership. I think it easy to see that not everyone who has contributed under a username has done so in order to support the foundation.--BirgitteSB 17:48, 8 February 2007 (UTC)
True. Obviously vandals and such are not helpful. But the wording before spoke to intent, which puts the document in a difficult position of promoting mind-reading. I'm not suggesting that exact wording be used; mearly that the concept of "community" needs to be defined in some way. Perhaps people who have actively contributed and are not blocked or banned? The point is that the document needs to define that term. ~ ONUnicorn(Talk|Contribs)problem solving 17:54, 8 February 2007 (UTC)
I agree that it would be good to define community. I guess my point was that in regards to this petition, the issue has always been a problem and the older version of the bylaws was also ambiguous. I would love to see a good definition of community, but it is a problematic issue. Is the community only editors? Can you ever cease being part of the community due to inactivity? Are single purpose accounts part of the community or in other words must commmunity members support WMF goals (Free Content, NPOV)? etc.--BirgitteSB 18:09, 8 February 2007 (UTC)
If there was a problem with the bylaws why didn't the board create a Committee to analyse them. Jimbo and I drafted the bylaws early in 2004 because they were necessary to apply for the tax exempt status. Now I know in those days that people did not do a lot of things, but no one ever contacted me and stated in 2004-05 that we needed to analyze the bylaws and think about how to change them. There was no notice given to the members that something needed to be done. What happened is that someone, without any consultation with people who had been around for a long time just crossed out a lot of the things in the bylaws and then the board rubber stamped them. This is what they mean by community and this is what concerns me greatly. No effort to get new people involved and keep old people around as resources. When did all these volunteer editors ever get timely notice at their "addresses" (including email) of Board meetings, voting procedures or ballots or other important activities that were designed to elicit collaborative participation. Something is obviously wrong with the community, but getting rid of all status of members without any due process or natural justice is not the kind of answer that people in free societies expect. This is not a privately held family corporation. This is an association of hundreds of thousands, neigh millions of individuals from all over the world and only a thousand people vote? Something is really, really wrong with this community and those people who we voted for don't really care about that situation because that is what got them "elected" (Oh, how do you get elected if there are not members who can vote?). Alex756 04:00, 9 February 2007 (UTC)
Alex I am really not sure where you are coming from here, because I have read your arguments and I just do not see the enormity of the problem you that you do. You say "in those days ... people did not do a lot of things." Well I am no position to know anything particular, but I read alot and I think I understand a good deal of it and I find that a bit of an understatement. Even six months ago it was hard to see much happening besides pleas for help to get things happening. Now that things are finally being done I find it very hard to support any movement to condemn recent activity. Seriously let me say to everyone I am completely blown away with recent organizational progress and the wonderful efforts to keep people informed of them. I did not think such strides would be made so quickly before the last board election and I didn't think everyone would manage so cohesively afterwards. Could things have been done better? Always. However my expectations have already been surpassed. I find it somewhat humorous when new people complain of the current communications problems and I want explain to them how bad communication was a year ago. But Alex you have been here, I just don't understand how your main complaint is lack communication about these changes. They were open to public comment for months on Meta. Anthere practically begged for feedback on more than one occasion at foundation-l. I personally gave a partial evalution of them on foundation-l and promised to look them over entirely which I never did. And I am no-one to be doing such a thing except I read about what is going on and saw Anthere requests for comments. I cannot think of any prior Board Resolutions which were put forth more publically with more appeals for feeedback than this one. I understand you still feel what was done was not enough. However the fact that mass emails were not sent out does not mean that the Board is acting like a privately held family corporation. The answer, like always, is somewhere in the middle. People are doing the best they can based on their past experience. A mass emailing would have been unprecedented. It does not surprise me that they did not do something they had never done before.
You are right that voter turnout in the last board elections was pathetic. I believe that was because as you said above people did not do alot of things in those days. Why would voters spend time to read up on a bunch of people they don't know to elect them to a position where they do not do alot of things? Well this has changed. Things are being done and I have no doubt the next board election will have plently of activity from very interested voters demanding the canidates detail thier views on the acceptability (or not) of Fair Use and existence (or not) of the Moldavian language. I realize we are probably going to continue to disagree on this issue, but please understand there are people like me who aprove the update to the by-laws and are very worried that every action taken by the board seems to only generate a negative backlash much greater than the general discontent (which I agreed with) back when the Board was not taking very many actions at all.--BirgitteSB 05:46, 9 February 2007 (UTC)

[edit] A few clarifications

  1. The Wikimedia Foundation never had members. The bylaws merely defined the criteria under which a membership system could be established. The establishment of such a system was discussed (I believe around 2003-2004), and a technical implementation tied into user preferences proposed to a developer, to keep the legally required membership roster. But this system was never implemented. The legal record-keeping requirements of membership under the Florida Statutes were never met. If this petition is to be signed by "former members," it is a petition of ghosts. There never were any members.
  2. Holding elections and having legal members are separate things. The Wikimedia Foundation has held elections to its Board of Trustees, and will continue to do so. Our commitment is that a majority of the Board members will come from the community, though it is not currently stated that they will be elected. I have argued that it should be, and would appreciate your support in this matter.
  3. One of the key problems of membership is the creation of a hierarchy between members and non-members. The requirement of disclosure mandated by Florida law would effectively make all users who choose not to disclose their identity non-members. Imagine, then, that we tie the election process directly to membership. We would disenfranchise a huge segment of potential voters! Things would get even worse if other Foundation processes required membership.
  4. Think also of trolls who love to stalk Wikimedia users; there are, by now, plenty of examples of public campaigns against Wikipedia admins and private stalking. With an accessible record book, this would become so much easier. In a large online community where controversial decisions have to be made, the desire to remain pseudonymous is not unreasonable at all. Nor is the desire to participate in organizational affairs at the same time. This is irreconcilable with legal notions of organizational membership.
  5. One of the biggest risks a membership based organization would face is hostile takeover. In pure market terms, Wikipedia is worth billions. But it is also an object of interest to any ideological group. Only 987 votes were necessary to elect me to the Board of Trustees. Buying 10,000 votes, even concealing the process of doing so, is cheap compared to the value of controlling all Wikimedia assets.
  6. With the current system, the Board can intervene in such cases (in many different ways). It should do so only if absolutely necessary, but it is a strong safeguard to perpetuate the values of the Wikimedia Foundation. The other safeguard are you -- members not of some legal entity, but of a community who deeply cares about the very same value, and who will publicly call us out if we do wrong.

Please assume good faith; the Board is not out to get you. This was a very deliberate decision, but it was also a recognition of the status quo. There is no membership to "give back"; membership never existed except as a possibility that could be implemented. This was essentially a "bug" in the bylaws that needed to be fixed, along with a few other things. It had long been on the Board's to-do-list, and the question "Should we implement a proper membership system, or remove the notion altogether?" has been discussed in the community and on the Board-level for a long time. In the end, weighing all the pros and cons, we hope and believe that we did the right thing.

It may also be interesting to note that, in the same Board meeting where membership was scrapped, we decided to expand the Board. We now have a Board of 7 people, 4 of which come from the community (5 if you include Jimmy); the other 2 are also extremely dedicated and hard-working, and I personally would count them as much as "community members" at this point as anyone else. We may very well expand again later this year, and will certainly have another election around June/July.--Eloquence* 20:28, 8 February 2007 (UTC)

This is my response to Eric Moller (who was one of those "Member Representatives" that voted against having "Members"): First of all you are wrong about point (1) Eric, it clearly states that there were members and that these members were given there rights without any "formalities", just like copyright is granted without formalities under the provisions of the Berne Convention. This is legal doubletalk that must have been something that some lawyer told to you because the "plain language" of the bylaws and the statute show that it means what it says. The statute does not say that putting members in the bylaws means that members are "optional". They are clearly in the bylaws. I drafted these bylaws with Jimbo (it was his idea to have members) and after he finished reviewing them Michael Davis and Tim Shell also approved them. It was on the basis of these bylaws that you had elections (I must admit that I did not know about these elections because no one informed me about them) but it was at these elections that the two members representatives were elected, and in 2005 there was another "members" election. It is absolutely outrageous that you think there there never were members or that somehow because the board or staff (this includes volunteer staff or 'officers') did not do what they were supposed to do that this somehow invalidates the rights of members. No where is the idea of "community" defined. I think that if one looks at who the commmunity members are that what you get is people whom have worked for (Kat) or own Wikia (Jimbo and Angela) or provide services to Wikimedia Foundation, Inc.. Granted you might be one of the few that does not fit in that category. This community is a euphemism that they use at eBay and other commercial organizations to make people think they belong while they are making money. I was a member of the "community" and while there was an election the CEO of Wikimedia was making statements about me to the press that were false and which contradicted my bio on Meta. I could be wrong but this seems blatant attempt to make me look like I don't know what I am talking about. WMF's CEO says one thing and some poor candidate says something else: if you are one of those 1000 voters who do you believe? At least the whole election thing is poorly organized and not designed to get people to participate, it is designed to get the people elected whom the present board wants to be on the board (I don't think this is a misstatement).
You say "assume good faith" but if you read that page about this idea it says that you do not have to assume good faith if there is evidence to the contrary. The lack of notice to the "community" even if they were not "members" shows that what is going on at WMF is now being held in secret and it requires that peopleh have enough time and resources to log in every few days to figure out what it going on. This is absurd, no electoral system based on volunteerism works that way. Have you ever heard of the Star Chamber? This is exactly why people like myself from Commonwealth countries (I am Canadian) feel that there must be some transparency, not private meetings that are held in remote locations where Board members and staff (and invited guests) are the only ones who know where the meetings are and what is going on.
That "hostile takeover" thing is absurd and I discussed it with Jimbo when we first wrote the bylaws. Clearly the two ideas are not the same. The original structure of the board included two people that Jimbo trusted, this was because we were worried that the people who would run for election might all be "sockpuppets" but not to keep all the power concentrated in the hands of an elite few (which is what has happened now). Clearly the Board (through the membership/committee structure that I put in place) could have created a Nominations Committee (this is common in most North American NPOS, I don't know about how you Germans do it). Such a Committee reivews applicants who either wish to run for the board or who are nominated and they state how these applicants are qualified to run for the board (btw the old bylaws did not require that the board only be members, it could be anyone even people who have never read (or as Angela calls them lurkers) a Wikimedia project). No you got rid of all this transparency. Btw I think that these new bylaws are invalid because you did not follow "due process" or as we say in Canada "natural justice" in the way you voted on these bylaws. For example even though I was present at the meeting where you voted I was not allowed to see the bylaws that you voted on. You think this is fair? This seems very secretive and something that is designed to keep the truth away from ordinary people like myself.
You seem to think that there is something irreconcilable with pseudonymous contributions and membership. I see no contradiction at all. I have made all my contributions to Wikipedia pseudonymously because the copyright law that applies to such contributions is different than if I had disclosed my identity. I can easily disclose my identity to the staff (as I did when I ran for the Board in September 2006) and still keep my identity shielded for the purpose of copyright law and my privacy rights. Your statement just shows your naive understanding of American law. One thing has nothing to do with the other. Also with the CRM system that has been put in place it would be very simple to figure out who people are privately without disclosing this publicly to allow them to vote. Isn't this what collaborative software and Web 3.0 is all about (or is it Web. 2.0?)?
I think it is absolutely outrageous that someone who was elected to be a "members" representative thinks that there never were members. This just shows me that something is really seriously wrong at the Wikimedia Foundation. It seems to me that what has happened is that someone has convinced those 1000 or so people who are "actively" involved that elite all think they know what they are talking about because they have repeated what someone else has said. Maybe I am wrong (and you know that I am willing to admit my error Eric) but I think that some higher authority than "Business Affairs" needs to figure out what is really going on at Wikipedia Central CORE....BTW, IAAL (NYS/USA, studied law in Canada, both Continental -- French/German and common -- Anglo/American law) Alex756 02:42, 9 February 2007 (UTC)
1) Please explain how Wikimedia was ever in compliance with Florida Statutes 617.0601 4) "A corporation shall keep a membership book containing, in alphabetical order, the name and address of each member. The corporation shall also keep records in accordance with s. 617.1601." If it was not in compliance, how can there have been legal members?
  • Pardon my interjection, but that is like saying "How was Joe Company ever in compliance with the statues laid out by the IRS? If it was not in compliance, how can there be legal taxes?" :-) אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 15:34, 9 February 2007 (UTC)
Unlike taxation, there was never any provision in the bylaws that the organization must have >0 members. It never received any membership application or recorded any membership information -- its number of members was and remains exactly 0. Actually that's not quite right -- since Jimmy was explicitly granted life membership in the Bylaws, he may or may not legally have been a member.--Eloquence* 21:17, 9 February 2007 (UTC)
By the bylaws, by definition, thousands of users were legal members. If the Wikimedia Foundation was negligent in keeping proper books (which is debateable, as the Wiki software keeps track of aliases and email addresses, but let's assume this doesn't cut it for this argument), how does that negate their membership? Florida State Law had no provisions for membership applications, nor did the bylaws for Volunteer Active Membership (but there was for other types). If you contribute under the original bylaws you -are- a member, unless the board made other provisions on minimum requirements (which it did not). אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 03:06, 10 February 2007 (UTC)
Not quite. The bylaws stated that membership "shall be open to all persons interested in supporting the activities of the foundation" (emphasis mine), not that all persons in group X are automatically defined as members. Nor would that be possible -- we cannot make a person a member, they have to enter an agreement to become one. The infrastructure for this was never built; as I explained above, the feature was discussed, but not implemented.--Eloquence* 09:20, 10 February 2007 (UTC)
2) A NomCom is a barrier to entry for participation in elections we currently do not have. With or without a NomCom, it is possible to infiltrate both membership and candidates given sufficient financial investment to do so. Even the current system is not fully resilient against secret alliances, but it is at least more so than one where the result of an election is essentially irreversible.
3) Any member can review the membership roster; becoming a member is trivial. A person like Daniel Brandt then only needs to compile a list of candidates for each pseudonymous identity, and check that list against the roster. If a candidate corresponds to an entry in the roster, a match is likely. Such candidate lists can be pretty large, based on clues a user gives away about their identity. So I fail to see how it is possible to have reliable pseudonymous identities and a membership roster at the same time.
4) The current elected members are myself, Kat Walsh, Oscar van Dillen, and Florence. (Kat and Oscar were not directly elected, but we appointed them after the election based on its result.) None of these has any affiliation with Wikia, Inc. Kat worked for them for some time in community support, but is currently busy studying law. The appointed members are Jimmy Wales, Michael Davis, and Jan-Bart de Vreede. Of these, only Jimmy and Michael are associated with Wikia.
5) I'm strongly in favor of democratic decision making processes. That doesn't mean that every workgroup has to be a general assembly or a council with hundreds of members. It does mean that when we have a small group consensus about a general direction, that direction should still meet the approval of the community at large, and in some cases, be implemented (or not) through democratic votes. None of this requires membership.--Eloquence* 06:35, 9 February 2007 (UTC)

[edit] Who is not assuming good faith?

Members are required to disclose their full legal name and address in the membership book, which is then accessible to any member. They're not tied to a member's username, but one's legal name and address isn't my idea of pseudonymous. Ral315 (talk) 03:04, 9 February 2007 (UTC)
This posts shows exactly the kind of irrational paranoia that I am talking about.
Under the common law it is possible to use any name you want to use as long as it is not to defraud anyone; this is the idea behind pseudonyms and other "nicknames"; it is perfectly legal (except if you are under the mind control power of some of the people who work at Homeland Security and think we are all terrorists). Also I don't know what you mean by address, I thought an email "address" is an "address". Anyway, if someone uses a Mailbox ETC address and a pseudonym in this member book they are not violating any law; and anyway how would anyone check that? The email address is accessible to all the other members so they can contact each other (and isn't it also verified?). Anyway active membership policies would encourage people to vote. Currently there were only about 1000 people voting. This is outrageous! What we have is already a system that is very poorly run (a good good system would get more people to vote).
In reality here we have email links and this would be the most common way that people would contact each other; why would they need or want the address? Anyway they would have to present themselves personally at the office in Florida to get it. Who would do that? I doubt if anyone would want these addresses, and in fact there would be nothing wrong with them using the WMF address as their own, as to fraud or doing some kind of takeover well, this can even happen when people disclose their identity, as happens in many countries where people sell their votes. All we can say about this is that it would take a lot of money and under the old bylaws the members did not control the Board anyway, they were there to be a voice of the people not people who rubber stamp every idea they hear and do not critically question what is presented to them as truth. Your comment shows me that you have a lot of irrational fears about letting people participate. IF there is anywhere that "assume good faith" should apply it is to the idea of identity and membership; it seems outrageous to me that you think that most of the contributors to Wikipedia are not to be trusted. Perhaps this is one reason that so many people are fed up with what is going on at WMF and think that it is unfair that a small group of people have monopolized the power structure. Have you ever thought of quiting Wikipedia and allowing someone else to take your position? I have. Many times. Think about it. Alex756 03:29, 9 February 2007 (UTC)
First of all, were you confusing me with Eloquence? I never said anything about good faith (that was Eloquence), and I have no positions within Wikipedia that aren't voluntary and largely irrelevant. To your point, I have considered leaving Wikipedia many times (I don't, because I enjoy my work, I think my being here helps the project more than it hurts it, and I think the Foundation is going in the right direction). Your point on the board elections is a good one, but you offer no solution to get more users to vote. It takes time to meet candidates whom many non-voters only vaguely know (to be honest, of the 15 or so who ran last time, I probably only knew 5 or 6 well; the others I mostly knew by name, but not by work, and a few outsiders I did not know.
The doctrine that a pseudonym can be used in cases where fraud is not intended does generally apply; however, for official purposes (as membership in an organization might imply), the person's real name is often preferred or required. I cannot speak to Florida law on this issue without further research. However, the statute does refer to the "address of each member"; there is a difference between a physical address and an e-mail address. You're right on the ability to create a P.O. Box or Mailboxes Etc. box, but that's largely beside the point- such an option should not be a requirement to remain anonymous. Ral315 (talk) 06:11, 9 February 2007 (UTC)

[edit] A comment

I can understand Eloquence's point about Florida law, but on reading through all this, I am beginning to feel concerned about the fact that ultimate control of all the thousands of hours of work I have put into Wikimedia projects is in the hands of a few people who can totally ignore the community's will. Furthermore, we have no method of recourse - we have no official membership, stake, or electoral rights in the Foundation, and we are dependant on the Board basically saying "Trust us". I find that worrying - is there anywhere that lays out the Board's obligations to the rest of us? Are there any safeguards to stop Wikimedia becoming Animal Farm? Dev920 (Have a nice day!) 10:48, 10 February 2007 (UTC)

As I wrote above, I would be of supportive of strengthening the support for elections in the bylaws, i.e., guaranteeing that a majority of Board members will be elected, not appointed. Yes, such an election result can still theoretically be ignored, since it is not tied to legal membership -- but unless there was a clear and obvious reason to do so (such as a systematic takeover campaign), the community would quite rightfully go up in arms against such a move.
What can the community do? With the exception of fair use materials, all user contributed content is under free content licenses, a provision which we recently announced to strengthen further. You can also download complete dumps of this data to set up your own copy of Wikipedia. In other words, if Wikipedia was governed in a way which the community disagrees with, the community could leave and resume work elsewhere.
But most importantly, for the organization to become more participatory and democratic, people need to get involved. With the exception of Alex, I do not recognize any one person on this list as having contributed to organizational work, such as committees, discussions on foundation-l, or the various Meta-processes collected on Meta. Legal membership does not make an organization participatory; you can have members, and yet have the Board and Officers make all the real world decisions. Many times when I've made calls for openness and transparency, interest from the community was virtually non-existent. So this entire exercise smacks of pathos rather than genuine interest in improving organizational operations.--Eloquence* 11:42, 10 February 2007 (UTC)
As I sit on the Communications Committee and act as a Wikimedia press contact, I assume you are not referring to me. The fact is that mailing lists are horribly annoying to use (we're a wiki, why not use it?) and trying to find discussions going on at Meta is damn near impossible. If you want more participation, make it easier to participate. Dev920 (Have a nice day!) 17:28, 10 February 2007 (UTC)
I was referring to the petition (and "I do not recognize" does not mean there are none, of course). Yes, let's make it easier. However, I do not agree that wiki-based discussions are an improvement over mailing lists. Both suck in different ways.--Eloquence* 19:54, 10 February 2007 (UTC)

This is at its heart a matter of access. The current system is about as transparent as mud dyed black, so there is no wonder why there are fewer people "willing" to get involved because most people are ignorant of how to get involved. :-) It was only recently that I knew that the email lists and committees existed and I have been here for a few years. I admit, my main focus is here on Wikipedia projects working with the AMA on the English and attempting to make over the Aramaic Wikipedia, but I am getting more involved with Meta processes as I can and as I learn how things work (which, again, is no cakewalk). I've taken it upon myself to try and push for a new Wiktionary. I'm also currently trying my best to keep up with the foundation-I discussion (but I must also agree that the email lists are a pain and very hard to read), and once I get a feel of what is going on (which may take a while) I'm planning to jump in headlong.

If I had known how Meta worked off the bat, and had the board and other processes explained to me, I would have been involved from the start. אמר Steve Caruso (desk/AMA) • Give Back Our Membership! 20:26, 11 February 2007 (UTC)

[edit] Comment

Florida code 617.0601(1)(a) requires that notice requirements, quorum, and voting requirements be set forth in the articles of incorporation or bylaws. Were notice requirements, quorum, and voting requirements complied with here? Best, --Shirahadasha 20:40, 9 March 2007 (UTC)

Article XIX Section 3 of the Old Bylaws provides for notice by, of all things for an interet-focused organization, old-fashioned first class mail only:

Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.

If the Board's claim that membership consent existed is construed as an admission that it was required, the Board appears to have admitted that they were required to provide notice by first class mail to every member with an address before such consent could be obtained. --Shirahadasha 20:45, 9 March 2007 (UTC)

Florida has the standard consent approach in which notice can be waived if there are enough consents. However, it expressly requires conent to be in writing.

>2006->Ch0617->Section%200701#0617.0701 0617.0701(4)(a) Unless otherwise provided in the articles of incorporation, action required or permitted by this act to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the corporation by delivery to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded. Written consent shall not be effective to take the corporate action referred to in the consent unless the consent is signed by members having the requisite number of votes necessary to authorize the action within 60 days of the date of the earliest dated consent and is delivered in the manner required by this section.

Given all that, doubtless the Board would argue that since they have plenary power to change the Bylaws, and the only provisions for membership, member notice, and member election of Board members is by bylaw, no member consent was required, and hence the reference to member consent, accurate or not, was simply surplusage and no notice or in-writing requirements are applicable. Best, --Shirahadasha 21:03, 9 March 2007 (UTC)

[edit] Alternatives

It seems to me that the Board has a legitimate problem under the old Bylaws. The old Bylaws provide, among other issues, an obligation to send first-class mail notices to a large number of people whose identity (and uniqueness) let alone address can't be easily verified prior to Board elections. Here are some alternatives which could permit retaining membership in an administrable way:

1. Require dues ( a nominal amount of say $5/election) sufficient to cover the costs of administering corporate formalities and maintain a membership list. Suggest enabling people to identify their userid and pay dues during the fund-raisers to streamline things on donors' parts. (Under this approach a "member" would be someone who both has a userid and contributes at least a nominal amount to a fundraiser during the relevant period) 2. Require that members provide certain real information (name, address) and/or pay by credit card if they wish to receive notices and vote. Members should be able to maintain anonymity (corporate information list should be separated from user id info except) in cases of e.g. serious misconduct. Member information could be obtained at signup but hidden from other users, or users could be asked if they would like to become members (and to make a donation) at sign-up 3. Provide less costly methods of notice than by first class mail, e.g. by email and/or by publication within Wikipedia (e.g. posting notices to members in an appropriate place on the Wikipedia site with links in places, like the Signpost and Village Pump, frequented by active members.)

It seems to me that in addition to alleviating the admistrivia of sending notices etc., requiring that individuals have a (modestly) greater stake in the Foundation and become (moderately) better known to it before having the rights of membership would also alleviate problems of potential vote manipulation by fake userids and other potential problems of the existing system. It seems to me existing difficulties could be alleviated by steps short of abolishing membership as an element of corporate structure. Best, --Shirahadasha 01:14, 11 March 2007 (UTC)

[edit] Clarification

You write in part:

  • [3]Anthere gave a report on a board meeting in the WMF office in Florida, reporting, among other things, that the new bylaws have been approved by all members(??)

The word "members" here refers to board members. It's fairly clear from the context. Donald Hosek 00:41, 28 June 2007 (UTC)