Talk:Affiliations Committee/Archives/2006

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Hi there, I was just wondering what the organisers of this committee think about its membership, ie. how many people are envisaged to participate in the long run? Depending on this, I'd very much like to be involved in some way with this committee. I am doing my PhD research on the UK chapter, and inherent to this research (this year at least) is to see what we can learn from the experiences of the existing chapter members. I know this doesn't necessarily overlap with what the committee is set up for, but it will involve collaboration and communicaton between the various stakeholders of this process, which I think this committee probably is set up for. But really, I mean this more as a question: ie. what is the committee set up for and who will its participants be? And by no means am I trying to barge in here - I'll happily work through discussion with the members here and others, without needing to be on the committee - I'm just outlining my interest in this regard. Thanks. Cormaggio ^@ 01:11, 8 February 2006 (UTC)

Hi Cormac. Well, we're defining our rules of procedure here, so feel free to chip in. We have not yet defined the number of members, and probably won't, apart from a minimum number of 5. As for the scope of our work, we're still have to work on it. So any help is of course welcome. notafish }<';> 10:59, 9 February 2006 (UTC)

Board rep

Brad has just said by email that "There _must_ be a board member on every committee." Please take this into account when forming this committee. Angela 05:03, 12 February 2006 (UTC)

Not that I am against the idea but isn't that the job of the reports? Wouldn't the reports provide the same information that the member would provide - Nathan Carter (Talk) 08:44, 12 February 2006 (UTC)

Has Brad explained why he thinks that?--Eloquence 09:03, 12 February 2006 (UTC)

Exactly, an explanation could help us understand his idea - Nathan Carter (Talk) 20:27, 12 February 2006 (UTC)

I assume it's a legal requirement in Florida. Angela 00:28, 13 February 2006 (UTC)

Excuse my ignorance but who is Brad? - Nathan Carter (Talk) 08:35, 13 February 2006 (UTC)

Brad is the lawyer of the Foundation.

The committee has been formed and board approved. So "when forming this committee" seems a curious turn of phrase. However, Jimmy has expressed his interest in being part of the Chapters committee. As soon as we understand the rationale behind having a board member on the committees, and more exactly their role in the committee (must they be voting members?, advisors?, with a veto?, a normal vote per committee procedures?...) we'll make sure one board member is involved. notafish }<';> 08:38, 13 February 2006 (UTC)

Committees under Florida Law

User:Notafish has asked that I out myself and provide a bit of statutory interpretation here.

Florida Statutes, Section 617.0825. Committees.

(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution or in the articles of incorporation or the bylaws of the corporation, shall have and may exercise all the authority of the board of directors, except that no such committee shall have the authority to:

(a) Approve or recommend to members actions or proposals required by this act to be approved by members.

(b) Fill vacancies on the board of directors or any committee thereof.

(c) Adopt, amend, or repeal the bylaws.

(2) Unless the articles of incorporation or the bylaws provide otherwise, ss. 617.0820, 617.0822, 617.0823, and 617.0824, which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (3) Each committee must have two or more members who serve at the pleasure of the board of directors. The board, by resolution adopted in accordance with subsection (1), may designate one or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee. (4) Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with his or her responsibility to act in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

More later; must get a document filed a.s.a.p....--BradPatrick 00:20, 14 February 2006 (UTC)

I don't see anything there which implies that there must be a director on each committee. I do, however, see an implication that committee members must be chosen from the members of the corporation. The Wikimedia Foundation has no members, under the definition given in sections 617.01401 and 617.0601. So in the current organisational structure, we can't have any committees in the sense of section 617.0825. It's been my position for some time that the Wikimedia Foundation should have members in this respect, and that these members should have the right to vote on Board membership [1] and transfer of assets [2], granted to them by the articles of incorporation. -- Tim Starling 06:41, 14 February 2006 (UTC)

This statute defines the legal standing and liability of only committees authorized to act on behalf of the board—a strictly advisory committee, to the best of my understanding, would not fall under its scope, and could be a legal alternative if the definition of "members" is indeed so strict. Like Tim, I see no requirement that committee membership include a director—only that there be at least two corporate members, to be appointed and removed at the whim of the board, and that a director may be appointed as an automatic stand-in. The issue of what constitutes a "member" should certainly be addressed. Austin 07:09, 14 February 2006 (UTC)

As the comments above reflect, there is a disconnect between the present state of the Bylaws (which includes the concept of Members), the operating reality (there are no members), and the legal requirements of committees with delegated authority, given the present number and composition of the Board. I am not addressing the "advisory committee" concept because, as the discussion about committees to date has amply demonstrated, the whole point was to devolve power and decisionmaking, not to get a bunch of people together to "provide input" aka "advise" the board. I have advised that until one or more of the present conditions are remedied through revision of the Bylaws, the committees which are established by the Board to do the work of the Board must have a Board member on them. I acknowledge this is a conservative position. I acknowledge not everyone agrees with this interpretation. However, because the other ambiguities concerning the Bylaws do not appear to be headed towards a solution any faster than anything else, it is my opinion the Board will be acting in manner inconsistent with the best interests of the Foundation if it turns over unfettered power to any particular committee to which (a) it has not given a stamp of approval as to membership and (b) for which it has not seen fit to include a single Board member. If and only if the Board has approved the membership and the Board has a direct conduit of communication in the form of a Board member on the committee should a committee be empowered to move forward.

I feel compelled to point out that the present state of affairs is highly disfunctional and contrary to the typical organization of a Board. Typically, Board Committees (other than advisory committees) are made up of Board members; here we have five Board members. The fault is not in the governance model but the size of the current Board. Second, I respectfully disagree that membership would be the correct manner of organizing WMF in any circumstance. Paying dues or creating a distinction between "card carrying" members of WMF projects and any other user would be a disaster and a horrible model which runs counter to the egalitarian principles of the Foundation. Finally, this controversy boils down to the usual tension and criticism of choices about speed, efficiency, and qualitative input in decision-making at all levels. People want to get things done. People want their voice to be heard. But, I repeat, WMF is not a democracy, nor is it a strictly egaligtarian association the way chapters are, and is not accountable in the strictly legal sense to anyone but the Board.--BradPatrick 22:38, 14 February 2006 (UTC)

Your opinion is appreciated, but if you have no legal justification for your views then you should make that clear from the outset. I'm all for having a Board member on each committee, I just don't want the decision made based on some pseudo-legalistic hand waving from a new employee. You're probably not aware of the history of this debate: card-carrying membership was the model specified in the original bylaws, which were passed by the 3 members of the initial board. All three of whom are still sitting on the board, despite assurances from Mav that their positions would be up for election after a short period. Perhaps creating a distinction between card-carrying members and other members of the community isn't ideal, but the Florida Statutes only gives us two choices: an unaccountable Board that makes its own rules, or an organisation with a membership book. Some of us in the community have been dissatisfied with the former model since its inception, and we have every right to call for an alternative.

Note that by law, the articles of incorporation and the bylaws may place whatever restrictions they like on granting membership (with a number of irrelevant exceptions). I'm not advocating a requirement that members pay dues, merely that they give their names and addresses as required by law, and that they make a statement of corporate non-affiliation, to allay fears of a corporate takeover of the Board. -- Tim Starling 23:33, 14 February 2006 (UTC)

I think it very strange indeed for our own counsel to back down from providing actual legal justification for his opinion, falling back to "I said so"—which, while surely an argument with a great deal of demonstrable precedence in common law, doesn't quite satisfy me. Even stranger, I find, is that you would go on to lecture us about the philosophy of the Foundation. As you point out, the WMF is not organized as a typical charity or corporation would be; I expect that any answer to the question of "membership" will be similarly atypical, while satisfying the conditions set forth by law. Austin 00:29, 15 February 2006 (UTC)

Canada?

Can pre-chapters like Canada have a rep in the committee? I personally don't really want to be, but I'm sure there's someone in our chapter that does. -- user:zanimum

The committee is not representative, although naturally its membership incorporates people with strong involvement in current chapter coordination efforts. As you'll find in our rules of procedure, currently pending Board approval, anyone from the community can bring an issue before the committee with the support of a member or adviser. Austin 04:42, 3 March 2006 (UTC)

UK Local Chapter

Whilst I've used wiki for a little while I hadn't really taken much interest in the infrastructure of the arrangement. Having just discovered that I can submit/edit articles I've just done so (see Warfield), and now that I know I am enabled I expect to provide further updates in the future.

As we don't currently appear to have a local chapter for the UK I'm wondering what's involved in getting one set up? I'd be keen to get involved in something like this, if it's relevant you can find out more about me on my own web site - see KazMax.

We do have a Chapter for the UK - Wikimedia UK. Well, it's currently in the embryonic stages, but it exists.

James F. (talk) 11:33, 1 July 2006 (UTC)

See below. notafish }<';> 09:15, 24 August 2006 (UTC)

Dutch chapter

I was wondering what is the status of the Dutch chapter. There is no Dutch chapter mentioned on the Local chapters page, and to my knowlegde that is correct. However, in his candidacy statement Oscar states that he is chair of the Dutch chapter. I asked him on his userpage (on nl.wikipedia) how this can be, but since he's on holidays I don't expect an answer soon. Meanwhile the Dutch translation of his candidacy statement says that Oscar is the chair of the Dutch chapter-to-be, which is (according to the translation) the Vereniging Wikimedia Nederland (as opposed to the Stichting Wikimedia Nederland, that also exists). Is the Vereniging W.N. going to be the official Dutch chapter (or maybe it already is?)? When will that be (or since when?)? Why the Vereniging W.N. ("Verein") and not the Stichting W.N. ("Foundation")? I hope you can answer these questions soon. I wouldn't like people to base their opinion of a candidate on wrong assumptions. Fruggo 11:32, 23 August 2006 (UTC)

Wikimedia Nederland exists as an organisation. The only thing it lacks in regards to Wikimedia is formal recognition from the Foundation "as a chapter". The same situation applies to Wikimedia UK. For WIkimedia Netherlands however, the board has made a formal demand to the chapters committee and recognition is in the works. In the meantime, Wikimedia Nederland and Wikimedia UK can work as chapters, they just don't have the very official title of chapters. notafish }<';> 09:14, 24 August 2006 (UTC)

When you say that Wikimedia Nederlands works as chapter, do you mean the Vereniging Wikimedia Nederland or the Stichting Wikimedia Nederland? Fruggo 18:13, 24 August 2006 (UTC)

As stated here, the Vereniging. notafish }<';> 19:00, 13 September 2006 (UTC)