Talk:Wikimedia Foundation bylaws/May 2013 - Article IV Section 6 (Vacancies)

Process comments

Seems reasonable; this was certainly implicit before, so I'm surprised it wasn't explicit too. Is there a link to the Florida Not For Profit Corporation Act for reference? Also, what's the deadline for community comment? Finally, thanks for asking for community consultation on bylaws changes -- something that has been requested for a long time (and that I'm sorry I didn't make happen during my term, but am glad to see happening now!) :) -- phoebe | talk 21:02, 22 April 2013 (UTC)

+1. Thanks for opening this for consultation. --Bence (talk) 21:15, 22 April 2013 (UTC)

Thanks in particular to Slaporte, acting secretary and wording perfectionist, who has been managing speedy updates on Meta and time in our schedules for consultation. –SJ talk 

Agreed; thank you hugely for the opportunity to comment (though I have no grounds to say other than that it seems fine to me! :-)). James F. (talk) 05:45, 23 April 2013 (UTC)

Definitely +1, glad to see it happening even in this probably very uncontroversial change. Effeietsanders (talk) 14:45, 23 April 2013 (UTC)

Context link

I hyperlinked the act on the content page, link here as well. Jamesofur (talk) 21:07, 22 April 2013 (UTC)

Thanks! Alice Wiegand (talk) 21:08, 22 April 2013 (UTC)

Deadline for comments?

Phoebe; will add the deadline when I'm friend again with my calendar (which mixes several timezones currently). Alice Wiegand (talk) 21:27, 22 April 2013 (UTC)

The deadline for comments is roughly April 30th. The Board is holding an online meeting to vote on the proposed change on May 1. –SJ talk  21:58, 22 April 2013 (UTC)

plural

Does this amendment also include a plural situation (multiple vacancies)? I'm a little unsure of the exact meaning of 'any Trustee position' grammar-wise. I assume it at least is intended to include the plural, as this is exactly the cause for this to come up in the first place (with Ting being the second member resigning). Effeietsanders (talk) 11:24, 23 April 2013 (UTC)

I think I have the same concern, even if it's probably only theoretical, wouldn't it be nice to have a limit. --PierreSelim (talk) 16:20, 23 April 2013 (UTC)

Hi all - thanks for your comments so far. I'm really glad we are setting up a protocol for community review here. Many thanks to our Board for pushing for it. To answer the above questions: the language as drafted legally does include multiple vacancies; however the number of trustees acting cannot go below three trustees under the Florida Non-Profit Corporation Act. Of course, our intent is to fill all vacancies as quickly as possible once qualified candidates are identified and on-boarded. Cheers, Geoffbrigham (talk) 23:41, 23 April 2013 (UTC)

Majority

I think this needs some elaboration on how majorities are affected. The bylaws say very, very little on the topic, resulting in great uncertainties: have you checked what the consequences will be, in particular on the most crucial votes and possible votes in the future, and what's the assessment in detail? It's not hard to imagine cases in which important decisions are taken with a majority of very few members; the passage on required majority seems to consider only the 9 vs. 10 members issue (with or without Founder), but not the case of vacancies.
In short, the problem goes beyond that single section and a sentence might not be enough. --Nemo 16:52, 23 April 2013 (UTC)

Under non-profit corporation law, "majorities" are actually defined "quorums" under our bylaws. Article IV, section 4 (Meetings) of our bylaws states: "[a] quorum shall consist of a majority of Trustees then in office." Thanks, Geoffbrigham (talk) 23:41, 23 April 2013 (UTC)

Yes, that's what I said: there's nothing about them being very few. --Nemo 06:57, 3 May 2013 (UTC)

Minimum number?

Am I right in thinking that this means that the WMF Board could operate so long as it has at least three trustees (as specified by 617.0803 of the Act)? Would it be worth specifying a higher number than that or, equally, a maximum number of positions that could be vacant with the board continuing to do business? Thanks. Mike Peel (talk) 15:41, 26 April 2013 (UTC)

I don't quite see why we would want the Foundation to just stop functioning. Did you have a particular reason? Assuming that there is a reason, I suspect that it would make more sense to have a "trigger immediate election/selection (as appropriate) to select new trustees within x days" clause than to just shut the Foundation down. – Philosopher ^{Let us reason together.} 05:44, 29 April 2013 (UTC)

The WMF wouldn't stop functioning if the WMF board stopped operating - it has staff to keep things going. ;-) What could be hypothetically envisaged is if the board has a lot of resignations suddenly, and the board's powers (including the power to appoint new board members) ends up in the hands of only a few people (since the board appoint new members to the board, rather than any sort of membership). What I'm asking here is whether a higher minimum number of board members should be specified, below which the only thing the board could do is to appoint new members before carrying on operating (although I don't think there's a big risk of the WMF only having three trustees any time soon!). So I think we're agreeing here, just disagreeing on what it means for the WMF board to stop operating. ;-) Thanks. Mike Peel (talk) 10:31, 30 April 2013 (UTC)

Defined terms and careful reading - who needs them?  ;-) Looks like we had a similar idea. I'm not sure that the number of members would be as important as who selected them, though - I would feel differently about just the "expert" members selecting the new board, than I would with just the community-elected members doing the same thing, for instance. On the other hand, I don't see mass resignations happening anytime soon, so it's probably not something that needs to actually be addressed. – Philosopher ^{Let us reason together.} 00:32, 2 May 2013 (UTC)

Personally, as said at #Majority, I suspect that to address this problem it would be easier to define the required majority for some things in absolute terms. It's quite surely a bad idea to give carte blanche on both the refillment of vacancies and what the board can do while there are vacancies, as the proposed text does.

It seems (as I got no response) that no assessment was made of what consequences this could have. Imagine the following scenario: 1) the board has no majority on controversial important topic X (like electing a chair, selecting the ED, changing the bylaws, approving the strategic plan); 2) X becomes also the thing the board cares most when appointing new members; 3) appointments are postponed because a) any vacancy is fine according to this new section 6, b) there's an objective uncertainty, c) those whose terms are longer have an obvious interest in having less people on board; 4) if everything goes bad, we're left with only three board members in 2014 and 2 people are enough to make any decision. --Nemo 07:10, 3 May 2013 (UTC)

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Many thanks for providing feedback and consideration. You raise valid points about good governance, but I believe that this is addressed in other provisions in the Bylaws and structure. Bylaws, Article IV, Section 3 gives the community and Chapters regular opportunity to select Trustees. Section 3(G) requires a majority of trustees positions to be selected by the Chapter or community. Additionally, the Board Governance Committee's responsibility is to ensure that there is a diversity of skills on the Board.

Making more technical requirements in the bylaws may actually make it more difficult to achieve good governance. It may encourage a "rush" to fill the Board with interim Trustees to meet the minimum requirements in the bylaws, which may result in compromised quality. If the Board cannot take action because it cannot meet a minimum number, it would not allow the Board to provide needed oversight and guidance to WMF. This could leave the staff in authority without Board oversight, which is bad governance.

Thanks, Stephen LaPorte (WMF) (talk) 15:09, 4 May 2013 (UTC)

On "this is addressed in other provisions in the Bylaws and structure", no, it obviously is not.

Your last scenario does not correspond to the proposals made above i.e. quorums. Quorums, supermajorities and majorities of seats rather than serving members are common and, while I understand the rush to change the bylaws right now, I don't understand how you can just say that everything is perfect and nothing needs to be thought about. Answers to my questions three years ago would also be appreciated: Talk:Wikimedia_Foundation_board_manual#Votes_vs._resolutions.2C_quorum_and_required_majority. --Nemo 06:58, 8 May 2013 (UTC)

I answered another of your old questions. –SJ talk  21:24, 16 May 2013 (UTC)

Could you propose some specific alternatives? I believe that yes, 3 Trustees is the minimum that we could get down to at present. Let's contrast that with 9 Trustees:

# of Trustees	Quorum	Majority of Quorum
3	2	2
9	5	3
10	6	4

So there is a real difference between 9 and 10. Are you suggesting that we should require something like "a majority of the entire Board AND at least 4 assenting votes" to revise the Bylaws? –SJ talk  21:24, 16 May 2013 (UTC)

Resolution

The resolution for this amendment is published here, after a special meeting of the Board on May 4, 2013. Many thanks, Stephen LaPorte (WMF) (talk) 12:22, 17 May 2013 (UTC)

Thanks for posting the link to the resolution. I'm surprised to see that only five board members voted on this resolution / were present at this meeting, which is only just quorum (as per the table above). Were there no apologies for absences at the meeting, or indications from the other board members about how they wanted to vote on this resolution? Thanks. Mike Peel (talk) 08:32, 19 May 2013 (UTC)