Decisions on decisions

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Decisions on decisions

Ross Gardler
I'm concerned that there is confusing messages about how decisions are made.

In one thread it has been stated that the community will decide (a
general comment).

In another thread it is stated that the board will decide (about CRB
checks specifically).

I think there needs to be some clarity on this issue. The community will
soon be asked to vote on an initial board. If this board is to have full
decision making power then that will affect the vote.

Ross

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Re: Decisions on decisions

Thomas Dalton
2008/9/10 Ross Gardler <[hidden email]>:

> I'm concerned that there is confusing messages about how decisions are made.
>
> In one thread it has been stated that the community will decide (a
> general comment).
>
> In another thread it is stated that the board will decide (about CRB
> checks specifically).
>
> I think there needs to be some clarity on this issue. The community will
> soon be asked to vote on an initial board. If this board is to have full
> decision making power then that will affect the vote.

Legally speaking, the board has complete decision making power and
there is no way for the community to restrict that (before becoming
members, at least). The board ought to follow the wishes of the
community, but at the end of the day they are legally obliged to act
in the way they personally think is in the best interests of the
charity, so they must have the power to override the community
otherwise they can't do their jobs.

Anyway, most of the decisions we're making now are about how to run
the election, so those decisions won't be relevant once the board is
elected.

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Re: Decisions on decisions

Ross Gardler


Thomas Dalton wrote:

> 2008/9/10 Ross Gardler <[hidden email]>:
>> I'm concerned that there is confusing messages about how decisions are made.
>>
>> In one thread it has been stated that the community will decide (a
>> general comment).
>>
>> In another thread it is stated that the board will decide (about CRB
>> checks specifically).
>>
>> I think there needs to be some clarity on this issue. The community will
>> soon be asked to vote on an initial board. If this board is to have full
>> decision making power then that will affect the vote.
>
> Legally speaking, the board has complete decision making power and
> there is no way for the community to restrict that (before becoming
> members, at least). The board ought to follow the wishes of the
> community, but at the end of the day they are legally obliged to act
> in the way they personally think is in the best interests of the
> charity, so they must have the power to override the community
> otherwise they can't do their jobs.

Yes, I realise that. I'm concerned about the mixed messages that's all.

What you appear to be saying is that the board undertakes to respect the
wishes of the community and will consult with the community in all
decisions. However, the board reserves the right to make decisions that
are not necessarily the same as the wishes of the community in
situations where the WM-UK will be better served.

Is that correct?

An example where such a situation may arise is in the area of CRB checks
where (ignoring legality for a moment) the board may decide CRB checks
are required even if a majority of the community feel they are not.

A second example may be in the acceptance of membership.

(please don't think I'm implying anything here, I'm merely trying to
ensur that clarity exists)

> Anyway, most of the decisions we're making now are about how to run
> the election, so those decisions won't be relevant once the board is
> elected.

The results of the election will appoint a body with the power to make
decisions on behalf of the community. This is a requirement of UK law
and therefore not negotiable.

As far as I can see, the community has no ability to remove that power
since there are no bye laws in place at the time of the election.

Again, let me stress, I'm not saying that anyone is going to abuse that
power, I'm merely saying they could. This concerns me as I know of a
number of communities who have imploded completely as there was no way
to remove a rogue element of the board.

It is much safer, IMHO, to put a mechanism in place *prior* to the
election for the removal of a rogue element of the board. One that has a
very public history is Mambo/Joomla.

Providing such safeguards could save a great deal of pain in the future
for a small amount of effort now (of course it is unlikely to be needed,
  it's a bit like deciding how much insurance to pay for).

I'd suggest that something simple will do for the interim board, say 75%
of voting members and/or a majority of board members. Or perhaps there
is a model you can adopt from one of the other successful chapters.

Ross


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Re: Decisions on decisions

geni
2008/9/10 Ross Gardler <[hidden email]>:

> As far as I can see, the community has no ability to remove that power
> since there are no bye laws in place at the time of the election.
>
> Again, let me stress, I'm not saying that anyone is going to abuse that
> power, I'm merely saying they could. This concerns me as I know of a
> number of communities who have imploded completely as there was no way
> to remove a rogue element of the board.
>
> It is much safer, IMHO, to put a mechanism in place *prior* to the
> election for the removal of a rogue element of the board. One that has a
> very public history is Mambo/Joomla.

There is no legal way to enforce this.


> Providing such safeguards could save a great deal of pain in the future
> for a small amount of effort now (of course it is unlikely to be needed,
>  it's a bit like deciding how much insurance to pay for).
>
> I'd suggest that something simple will do for the interim board, say 75%
> of voting members and/or a majority of board members. Or perhaps there
> is a model you can adopt from one of the other successful chapters.
>
> Ross

The fall back is that the foundation makes it clear it will not give
the current board the permission to use the trademarks then we start
again.

--
geni

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Re: Decisions on decisions

Ross Gardler


geni wrote:

> 2008/9/10 Ross Gardler <[hidden email]>:
>> As far as I can see, the community has no ability to remove that power
>> since there are no bye laws in place at the time of the election.
>>
>> Again, let me stress, I'm not saying that anyone is going to abuse that
>> power, I'm merely saying they could. This concerns me as I know of a
>> number of communities who have imploded completely as there was no way
>> to remove a rogue element of the board.
>>
>> It is much safer, IMHO, to put a mechanism in place *prior* to the
>> election for the removal of a rogue element of the board. One that has a
>> very public history is Mambo/Joomla.
>
> There is no legal way to enforce this.

True. This is another case (like histories of decisions) where having
documented evidence of the intent can smooth a bumpy road. However, it
won't necessarily solve the problem.

>> Providing such safeguards could save a great deal of pain in the future
>> for a small amount of effort now (of course it is unlikely to be needed,
>>  it's a bit like deciding how much insurance to pay for).
>>
>> I'd suggest that something simple will do for the interim board, say 75%
>> of voting members and/or a majority of board members. Or perhaps there
>> is a model you can adopt from one of the other successful chapters.
>>
>> Ross
>
> The fall back is that the foundation makes it clear it will not give
> the current board the permission to use the trademarks then we start
> again.

Do you mean the foundation has the right to withdraw its support if it
feels the board is dysfunctional? I guess this is the kind of thing
could already be in place.

If so I can see it working well. It is the stick with which the
community can beat the board and is, in reality, more effective than a
policy for removal.

Thanks

Ross



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Re: Decisions on decisions

joseph seddon
> Do you mean the foundation has the right to withdraw its support if it
> feels the board is dysfunctional?
 
I believe it has the right to withdraw the permission of the board to use the
wikimedia name.





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Re: Decisions on decisions

geni
In reply to this post by Ross Gardler
2008/9/10 Ross Gardler <[hidden email]>:
> Do you mean the foundation has the right to withdraw its support if it
> feels the board is dysfunctional? I guess this is the kind of thing
> could already be in place.

The foundation has the right to withdraw support because it is
Wednesday. They could certainly do so in the case of a dysfunctional
board.


--
geni

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Re: Decisions on decisions

Ross Gardler


geni wrote:
> 2008/9/10 Ross Gardler <[hidden email]>:
>> Do you mean the foundation has the right to withdraw its support if it
>> feels the board is dysfunctional? I guess this is the kind of thing
>> could already be in place.
>
> The foundation has the right to withdraw support because it is
> Wednesday. They could certainly do so in the case of a dysfunctional
> board.

:-)

Thanks, as I said, that's much better than my suggestion.

Ross

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Re: Decisions on decisions

Thomas Dalton
In reply to this post by geni
2008/9/10 geni <[hidden email]>:
> 2008/9/10 Ross Gardler <[hidden email]>:
>> Do you mean the foundation has the right to withdraw its support if it
>> feels the board is dysfunctional? I guess this is the kind of thing
>> could already be in place.
>
> The foundation has the right to withdraw support because it is
> Wednesday. They could certainly do so in the case of a dysfunctional
> board.

That would depend on the nature of the contract we end up having with
them - at the very least, I would expect there to be a notice period.

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Re: Decisions on decisions

Thomas Dalton
In reply to this post by Ross Gardler
>>> It is much safer, IMHO, to put a mechanism in place *prior* to the
>>> election for the removal of a rogue element of the board. One that has a
>>> very public history is Mambo/Joomla.
>>
>> There is no legal way to enforce this.
>
> True. This is another case (like histories of decisions) where having
> documented evidence of the intent can smooth a bumpy road. However, it
> won't necessarily solve the problem.

Remember, we're not actually trusting the people we elect with
anything because there is nothing to trust them with. The organisation
doesn't exist yet. If it all goes wrong, we don't need them to stand
down because there is nothing actually to stand down from, we can just
start again. It's only once the chapter exists that there is an issue
and once the chapter exists there will be a means by which board
members can be removed (well, they can be not re-elected at the next
AGM, we could put some kind of vote of no-confidence clause in the
articles [or other bylaws] if we decided to, but there isn't one by
default). The only situation in which we would have a problem is if
the board gets as far as signing an agreement with WMF but doesn't get
as far as allowing members to join so they can attend an AGM (yes,
this is precisely what happened last time, so it's certainly not
impossible, but I think much has been learnt since then).

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Re: Decisions on decisions

Ross Gardler
In reply to this post by Thomas Dalton


Thomas Dalton wrote:

> 2008/9/10 geni <[hidden email]>:
>> 2008/9/10 Ross Gardler <[hidden email]>:
>>> Do you mean the foundation has the right to withdraw its support if it
>>> feels the board is dysfunctional? I guess this is the kind of thing
>>> could already be in place.
>> The foundation has the right to withdraw support because it is
>> Wednesday. They could certainly do so in the case of a dysfunctional
>> board.
>
> That would depend on the nature of the contract we end up having with
> them - at the very least, I would expect there to be a notice period.

Sure. The important thing is (for me) that it provides a stick for the
community in the unlikely event that there is a problem .

Having that stick will force the board to respect the wishes of the
community. In software communities (which is where I am most
comfortable) the stick is the ability to fork the code. That's not the
case here.

My concerns have been alleviated and I've signed up as a potential
guarantor member.

Ross

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Re: Decisions on decisions

Thomas Dalton
> Sure. The important thing is (for me) that it provides a stick for the
> community in the unlikely event that there is a problem .
>
> Having that stick will force the board to respect the wishes of the
> community. In software communities (which is where I am most
> comfortable) the stick is the ability to fork the code. That's not the
> case here.

Indeed - the foundation does have the power (eventually) to let a new
chapter take over even without the consent of the old one. That is,
effectively, a fork, it just requires more paperwork!

> My concerns have been alleviated and I've signed up as a potential
> guarantor member.

Excellent news!

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Re: Decisions on decisions

David Gerard-2
In reply to this post by joseph seddon
2008/9/10 joseph seddon <[hidden email]>:

>> Do you mean the foundation has the right to withdraw its support if it
>> feels the board is dysfunctional?

> I believe it has the right to withdraw the permission of the board to use
> the
> wikimedia name.


Yes, per the agreement. This is in case a chapter dies or goes rogue.


- d.

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Re: Decisions on decisions

Andrew Whitworth-2
In reply to this post by geni
On Wed, Sep 10, 2008 at 8:37 AM, geni <[hidden email]> wrote:
> 2008/9/10 Ross Gardler <[hidden email]>:
>> Do you mean the foundation has the right to withdraw its support if it
>> feels the board is dysfunctional? I guess this is the kind of thing
>> could already be in place.
>
> The foundation has the right to withdraw support because it is
> Wednesday. They could certainly do so in the case of a dysfunctional
> board.

The relationship between Wikimedia UK and the WMF is one that people
need to be aware of, but isn't one that people need to be afraid of.
We (Chapcom) has a long history of allowing groups to organize in the
way that makes the most sense for them, and running their charities in
the way that they choose. I'm not saying it's impossible for us to
rescind your chapters status, I'm just saying that it's not the kind
of thing we do because it's a wednesday. Dont worry about us, if you
set yourselves up in a good way for you, we'll probably be fine with
it (minus the details, of course).

--Andrew Whitworth

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Re: Decisions on decisions

Thomas Dalton
> The relationship between Wikimedia UK and the WMF is one that people
> need to be aware of, but isn't one that people need to be afraid of.
> We (Chapcom) has a long history of allowing groups to organize in the
> way that makes the most sense for them, and running their charities in
> the way that they choose. I'm not saying it's impossible for us to
> rescind your chapters status, I'm just saying that it's not the kind
> of thing we do because it's a wednesday. Dont worry about us, if you
> set yourselves up in a good way for you, we'll probably be fine with
> it (minus the details, of course).

We're not worried about you, we're reliant on you to use those powers
to make sure we don't have another failed attempt dragging on for
years.

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Re: Decisions on decisions

David Gerard-2
2008/9/10 Thomas Dalton <[hidden email]>:

> We're not worried about you, we're reliant on you to use those powers
> to make sure we don't have another failed attempt dragging on for
> years.


And I stress again, WMUK v1's Epic Fail was not scoring charitable
status. Board elections, CRB check requirements etc are utterly
trivial compared to this one.


- d.

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Re: Decisions on decisions

Thomas Dalton
> And I stress again, WMUK v1's Epic Fail was not scoring charitable
> status. Board elections, CRB check requirements etc are utterly
> trivial compared to this one.

I'd say a key point of its failure was that it didn't get membership
sorted out so there was no accountability. Had there been a membership
body able to replace the board then the board would either have had to
get on and sort out the problems (I very much doubt they were
insurmountable - there are 1000s of charities in the UK and they all
managed just fine) or they would have been replaced by a board that
would. If the new chapter can sort out membership, then the community
can take charge and see to it that things work out.

PS Why couldn't v1 get charitable status? All it requires is one
letter to HMRC... I thought the problems were with bank accounts.

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Re: Decisions on decisions

David Gerard-2
2008/9/10 Thomas Dalton <[hidden email]>:

> PS Why couldn't v1 get charitable status? All it requires is one
> letter to HMRC... I thought the problems were with bank accounts.


I don't understand the details and don't pretend to really. Alison?


- d.

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Re: Decisions on decisions

James Hardy-2
In reply to this post by geni



2008/9/10 Ross Gardler <[hidden email]>:
> It is much safer, IMHO, to put a mechanism in place *prior* to the
> election for the removal of a rogue element of the board. One that has a
> very public history is Mambo/Joomla.
 
2008/9/10 geni <[hidden email]> 
There is no legal way to enforce this.

IANAL but can a board-member of a company not be forced to resign due to vote of no-confidence or similar at an EGM? And can it not be written into the governing docs of the company that an EGM is to be held at the request of n% of the board or m% of members?


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Re: Decisions on decisions

Ross Gardler


James Hardy wrote:

>
>
>
>     2008/9/10 Ross Gardler <[hidden email]
>     <mailto:[hidden email]>>:
>      > It is much safer, IMHO, to put a mechanism in place *prior* to the
>      > election for the removal of a rogue element of the board. One
>     that has a
>      > very public history is Mambo/Joomla.
>
>  
> 2008/9/10 geni <[hidden email] <mailto:[hidden email]>>
>
>     There is no legal way to enforce this.
>
>
> IANAL but can a board-member of a company not be forced to resign due to
> vote of no-confidence or similar at an EGM? And can it not be written
> into the governing docs of the company that an EGM is to be held at the
> request of n% of the board or m% of members?

Yes, but the initial board will be voted into place before the company
is formed. So company law does not apply to that initial board.

Ross

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