[Wikimedia-l] Announcement about changes to the Board

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Re: [Wikimedia-l] Announcement about changes to the Board

Tanweer Morshed
Removing a board member is definitely a serious issue. The community
wants to know every aspects of the incident, why suddenly James have
been removed.


Regards
Tanweer

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Re: [Wikimedia-l] Announcement about changes to the Board

Tanweer Morshed
In reply to this post by Ilario Valdelli
Removing a board member is definitely a serious issue. The community
wants to know every aspect of the incident, why suddenly James has
been removed.


Regards,
Tanweer Morshed

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Re: [Wikimedia-l] Announcement about changes to the Board

Todd Allen
In reply to this post by Ilario Valdelli
If he were in favor, it would've been a simple resignation. I'm not sure
why it's surprising he would oppose it.
On Dec 28, 2015 6:39 PM, "Ilario Valdelli" <[hidden email]> wrote:

> On 29.12.2015 02:17, MZMcBride wrote:
>
>> ---
>> ; Approved: Patricio Lorente, Alice Wiegand, Frieda Brioschi, Jimmy Wales,
>> Stu West, Jan-Bart de Vreede, Guy Kawasaki, Denny Vrandečić,
>>
>> ; Oppose: Dariusz Jemielniak, James Heilman
>> ---
>>
>> This is a somewhat interesting breakdown. I'm also paying close attention
>> to what James posted on this mailing list. In my mind, he's the person
>> likely able to speak most freely about this removal and probably is more
>> familiar with it than most. For now, he seems to have chosen not to say
>> very much. Others involved in the removal likely can't (or maybe won't)
>> say much more, which of course just leaves everyone else to speculate.
>>
>> MZMcBride
>>
>>
> What is strange is that he votes and he votes in opposition.
>
> Did someone see an inconsistencyon that?
>
> Kind regards
>
> --
> Ilario Valdelli
> Wikimedia CH
> Verein zur Förderung Freien Wissens
> Association pour l’avancement des connaissances libre
> Associazione per il sostegno alla conoscenza libera
> Switzerland - 8008 Zürich
> Tel: +41764821371
> http://www.wikimedia.ch
>
>
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Re: [Wikimedia-l] Announcement about changes to the Board

MZMcBride-2
Todd Allen wrote:
>If he were in favor, it would've been a simple resignation.

Yes. We're left to presume that James forced a vote here by refusing to
step down voluntarily.

>I'm not sure why it's surprising he would oppose it.

Right, that part isn't surprising. But discounting the unsurprising vote,
it was a nearly unanimous decision (8 to 1). I have a good deal of respect
for many of the current Board of Trustees members and I have no doubt that
all of them understand and appreciate the gravity of removing a colleague.
This wasn't a close vote and to me that says quite a bit.

MZMcBride



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Re: [Wikimedia-l] Announcement about changes to the Board

Emmanuel Engelhart-5
In reply to this post by Patricio Lorente
Dear Patricio, Dear Board members

On 29.12.2015 00:29, Patricio Lorente wrote:
> Today the Wikimedia Foundation Board of Trustees voted to remove one of the
> Trustees, Dr. James Heilman, from the Board. His term ended effective
> immediately.

This is not how a democratic system works. James' legitimacy and power
came from the community, only the community should be in position to
take it back. If he broke a rule, made a fault, this should be examined
by a third part. Anyway, this should never be the duty of board members
to judge each others.

Emmanuel

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* more: http://www.kiwix.org/wiki/Communication

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Re: [Wikimedia-l] Announcement about changes to the Board

Chris Keating-2
In reply to this post by Todd Allen
On 29 Dec 2015 01:17, "Todd Allen" <[hidden email]> wrote:
>
> Even if there are legal reasons that disclosure is not possible, a simple
> statement to that effect ("For legal reasons, we cannot provide additional
> information") should be at the very least forthcoming.
>
> If the removal was "not for cause", which apparently is allowed, that
> should be explicitly stated as well.

I think it's probably likely there will be a limit on how much we can know.

If James was removed because of some serious disagreement with the rest of
the Board on an important issue, then the issue itself might mean WMF has
duties of confidentiality. This would be true for instance in almost any
issue connected with WMF staff, for instance.

If (much less likely ) it related to James's  personal conduct then WMF
continues to have a duty of care towards him  (and also must avoid defaming
him).

And finally, all involved will doubtless be trying to resolve whatever the
underlying problem,which is probably very difficult for all concerned - and
trying to avoid further provocation or anguish by saying things in public.

Regards,

Chris




> On Dec 28, 2015 5:45 PM, "Steven Zhang" <[hidden email]> wrote:
>
> > Quite surprised by this action, it does indeed seem unprecedented and I
> > would hope the board would release a statement as to why this decision
was

> > made. Unless there are legal reasons that mean the board cannot disclose
> > why, I would think that an explanation should be provided.
> >
> > Steve Crossin
> >
> > Sent from my iPhone
> >
> > > On 29 Dec 2015, at 11:32 AM, Kevin Gorman <[hidden email]> wrote:
> > >
> > > I really, really hope that, as fast as one can be written, a
resolution
> > > explaining more fully the circumstances of James' departure from the
> > board
> > > is written and passed.  If there are legal reasons that mean that his
> > > departure cannot be more fully explained, that itself needs to be
noted -
> > > and I hope they're particularly strong reasons.  Without looking up
the
> > > vote count in the last election: James has the trust of a huge
segment of
> > > the community, and also has a much stronger sense of direction in how
WMF
> > > should be steered than many of our trustees have in the past.  His
sudden
> > > removal (the power mechanism I've cobbled together to have my laptop
> > > functional today is hilarious) without further explanation looks way
too
> > > much like one of only three directly elected trustees spoke up too
openly
> > > in a way that wasn't welcomed about the directions he thought
Wikimedia
> > > should go - even though he literally published a platform before he
was
> > > elected.  The sudden removal of a very well respected community
elected

> > > trustee has at least the appearance of a board that may not want to be
> > > responsive to those who literally create it's only valuable asset.
> > >
> > > Best,
> > > KG
> > >
> > >> On Mon, Dec 28, 2015 at 4:10 PM, Tito Dutta <[hidden email]>
> > wrote:
> > >>
> > >> Add me as well.
> > >> Eager to know what happened.
> > >> _______________________________________________
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Re: [Wikimedia-l] Announcement about changes to the Board

Isarra Yos
In reply to this post by MZMcBride-2
On 29/12/15 07:37, MZMcBride wrote:
> Right, that part isn't surprising. But discounting the unsurprising vote,
> it was a nearly unanimous decision (8 to 1). I have a good deal of respect
> for many of the current Board of Trustees members and I have no doubt that
> all of them understand and appreciate the gravity of removing a colleague.
> This wasn't a close vote and to me that says quite a bit.

It says a lot, but just what that is depends entirely on the context.
And for community members who voted for him, that context could mean we
should also no longer have confidence in him elsewhere in the projects,
or in the board, or have no bearing on either thing whatsoever. Not
knowing just means there's no indication what to trust.

-I

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Re: [Wikimedia-l] Announcement about changes to the Board

Thomas Goldammer-2
2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:


> It says a lot, but just what that is depends entirely on the context. And
> for community members who voted for him, that context could mean we should
> also no longer have confidence in him elsewhere in the projects, or in the
> board, or have no bearing on either thing whatsoever. Not knowing just
> means there's no indication what to trust.


I'd rather lose the trust and confidence in those 8 Board members than in
him without knowing what was the cause for his disbarment. ;)

Maybe the Board by-laws have to be changed, too. Throwing out a
community-elected member like this, without providing a reason, is no way
to deal with the community who elected this member. It should be mandatory
that the Board provides reasons together with the announcement to avoid
exactly this kind of discussions and speculations, not a day (or more)
later.

And as for no-cause disbarments for community-elected members in a
community-driven environment - uhm... I don't need to delve into that,
everyone can see the problem. The Board should just not be allowed to
disbar community-elected members without a cause, as that undermines the
authority of the community over those seats on the Board.

Th.
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Re: [Wikimedia-l] Announcement about changes to the Board

Gnangarra
there are bigger questions than why like;

   - how can this take place
   - how can the community ensure its representatives independence in the
   future,
   - what effect will this have on other elected representatives on the
   board

 The Florida statute(
https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
to earlier says that If a director is elected by a class, chapter, or other
organizational unit, or by region or other geographic grouping, the
director may be removed only by the members of that class, chapter, unit,
or grouping.  Do they even have ability to remove the person in the first
place given the action of the board why are they also determining the next
steps in the replacing our representative.

Gn.

On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]> wrote:

> 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
>
>
> > It says a lot, but just what that is depends entirely on the context. And
> > for community members who voted for him, that context could mean we
> should
> > also no longer have confidence in him elsewhere in the projects, or in
> the
> > board, or have no bearing on either thing whatsoever. Not knowing just
> > means there's no indication what to trust.
>
>
> I'd rather lose the trust and confidence in those 8 Board members than in
> him without knowing what was the cause for his disbarment. ;)
>
> Maybe the Board by-laws have to be changed, too. Throwing out a
> community-elected member like this, without providing a reason, is no way
> to deal with the community who elected this member. It should be mandatory
> that the Board provides reasons together with the announcement to avoid
> exactly this kind of discussions and speculations, not a day (or more)
> later.
>
> And as for no-cause disbarments for community-elected members in a
> community-driven environment - uhm... I don't need to delve into that,
> everyone can see the problem. The Board should just not be allowed to
> disbar community-elected members without a cause, as that undermines the
> authority of the community over those seats on the Board.
>
> Th.
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
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> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:[hidden email]?subject=unsubscribe>
>
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Re: [Wikimedia-l] Announcement about changes to the Board

Gerard Meijssen-3
Hoi,
<grin> it is a great shitstorm</grin> Do remember that a community chosen
representative voted the other community chosen representative out. It is
not a case of he must be good, the others are bad. It is more complicated.
Thanks,
      GerardM

On 29 December 2015 at 13:19, Gnangarra <[hidden email]> wrote:

> there are bigger questions than why like;
>
>    - how can this take place
>    - how can the community ensure its representatives independence in the
>    future,
>    - what effect will this have on other elected representatives on the
>    board
>
>  The Florida statute(
> https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
> to earlier says that If a director is elected by a class, chapter, or other
> organizational unit, or by region or other geographic grouping, the
> director may be removed only by the members of that class, chapter, unit,
> or grouping.  Do they even have ability to remove the person in the first
> place given the action of the board why are they also determining the next
> steps in the replacing our representative.
>
> Gn.
>
> On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]> wrote:
>
> > 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
> >
> >
> > > It says a lot, but just what that is depends entirely on the context.
> And
> > > for community members who voted for him, that context could mean we
> > should
> > > also no longer have confidence in him elsewhere in the projects, or in
> > the
> > > board, or have no bearing on either thing whatsoever. Not knowing just
> > > means there's no indication what to trust.
> >
> >
> > I'd rather lose the trust and confidence in those 8 Board members than in
> > him without knowing what was the cause for his disbarment. ;)
> >
> > Maybe the Board by-laws have to be changed, too. Throwing out a
> > community-elected member like this, without providing a reason, is no way
> > to deal with the community who elected this member. It should be
> mandatory
> > that the Board provides reasons together with the announcement to avoid
> > exactly this kind of discussions and speculations, not a day (or more)
> > later.
> >
> > And as for no-cause disbarments for community-elected members in a
> > community-driven environment - uhm... I don't need to delve into that,
> > everyone can see the problem. The Board should just not be allowed to
> > disbar community-elected members without a cause, as that undermines the
> > authority of the community over those seats on the Board.
> >
> > Th.
> > _______________________________________________
> > Wikimedia-l mailing list, guidelines at:
> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > New messages to: [hidden email]
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > <mailto:[hidden email]?subject=unsubscribe>
> >
> _______________________________________________
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> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
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>
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Re: [Wikimedia-l] Announcement about changes to the Board

Todd Allen
It's more complex if they've acted illegally, certainly. Under the law
they're citing, it looks like they have. Since community directors are
elected by a "class" (editors meeting the eligibility requirements), the
law states removal would be possible only by that class, one would presume
by referendum in this case.

I think we need to know if the Board considered this requirement.
On Dec 29, 2015 5:33 AM, "Gerard Meijssen" <[hidden email]>
wrote:

> Hoi,
> <grin> it is a great shitstorm</grin> Do remember that a community chosen
> representative voted the other community chosen representative out. It is
> not a case of he must be good, the others are bad. It is more complicated.
> Thanks,
>       GerardM
>
> On 29 December 2015 at 13:19, Gnangarra <[hidden email]> wrote:
>
> > there are bigger questions than why like;
> >
> >    - how can this take place
> >    - how can the community ensure its representatives independence in the
> >    future,
> >    - what effect will this have on other elected representatives on the
> >    board
> >
> >  The Florida statute(
> > https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
> > to earlier says that If a director is elected by a class, chapter, or
> other
> > organizational unit, or by region or other geographic grouping, the
> > director may be removed only by the members of that class, chapter, unit,
> > or grouping.  Do they even have ability to remove the person in the first
> > place given the action of the board why are they also determining the
> next
> > steps in the replacing our representative.
> >
> > Gn.
> >
> > On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]> wrote:
> >
> > > 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
> > >
> > >
> > > > It says a lot, but just what that is depends entirely on the context.
> > And
> > > > for community members who voted for him, that context could mean we
> > > should
> > > > also no longer have confidence in him elsewhere in the projects, or
> in
> > > the
> > > > board, or have no bearing on either thing whatsoever. Not knowing
> just
> > > > means there's no indication what to trust.
> > >
> > >
> > > I'd rather lose the trust and confidence in those 8 Board members than
> in
> > > him without knowing what was the cause for his disbarment. ;)
> > >
> > > Maybe the Board by-laws have to be changed, too. Throwing out a
> > > community-elected member like this, without providing a reason, is no
> way
> > > to deal with the community who elected this member. It should be
> > mandatory
> > > that the Board provides reasons together with the announcement to avoid
> > > exactly this kind of discussions and speculations, not a day (or more)
> > > later.
> > >
> > > And as for no-cause disbarments for community-elected members in a
> > > community-driven environment - uhm... I don't need to delve into that,
> > > everyone can see the problem. The Board should just not be allowed to
> > > disbar community-elected members without a cause, as that undermines
> the
> > > authority of the community over those seats on the Board.
> > >
> > > Th.
> > > _______________________________________________
> > > Wikimedia-l mailing list, guidelines at:
> > > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > > New messages to: [hidden email]
> > > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > > <mailto:[hidden email]?subject=unsubscribe>
> > >
> > _______________________________________________
> > Wikimedia-l mailing list, guidelines at:
> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > New messages to: [hidden email]
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> > <mailto:[hidden email]?subject=unsubscribe>
> >
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Re: [Wikimedia-l] Announcement about changes to the Board

Amir Sarabadani-2
In reply to this post by Gerard Meijssen-3
James is indeed one of the greatest assets of Wikimedia movement. This
movement needs a huge cause to lose someone like him from board, I hope
community including me, as a person who voted for him, know the reason ASAP.

Best

On Tue, Dec 29, 2015 at 4:03 PM Gerard Meijssen <[hidden email]>
wrote:

> Hoi,
> <grin> it is a great shitstorm</grin> Do remember that a community chosen
> representative voted the other community chosen representative out. It is
> not a case of he must be good, the others are bad. It is more complicated.
> Thanks,
>       GerardM
>
> On 29 December 2015 at 13:19, Gnangarra <[hidden email]> wrote:
>
> > there are bigger questions than why like;
> >
> >    - how can this take place
> >    - how can the community ensure its representatives independence in the
> >    future,
> >    - what effect will this have on other elected representatives on the
> >    board
> >
> >  The Florida statute(
> > https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
> > to earlier says that If a director is elected by a class, chapter, or
> other
> > organizational unit, or by region or other geographic grouping, the
> > director may be removed only by the members of that class, chapter, unit,
> > or grouping.  Do they even have ability to remove the person in the first
> > place given the action of the board why are they also determining the
> next
> > steps in the replacing our representative.
> >
> > Gn.
> >
> > On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]> wrote:
> >
> > > 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
> > >
> > >
> > > > It says a lot, but just what that is depends entirely on the context.
> > And
> > > > for community members who voted for him, that context could mean we
> > > should
> > > > also no longer have confidence in him elsewhere in the projects, or
> in
> > > the
> > > > board, or have no bearing on either thing whatsoever. Not knowing
> just
> > > > means there's no indication what to trust.
> > >
> > >
> > > I'd rather lose the trust and confidence in those 8 Board members than
> in
> > > him without knowing what was the cause for his disbarment. ;)
> > >
> > > Maybe the Board by-laws have to be changed, too. Throwing out a
> > > community-elected member like this, without providing a reason, is no
> way
> > > to deal with the community who elected this member. It should be
> > mandatory
> > > that the Board provides reasons together with the announcement to avoid
> > > exactly this kind of discussions and speculations, not a day (or more)
> > > later.
> > >
> > > And as for no-cause disbarments for community-elected members in a
> > > community-driven environment - uhm... I don't need to delve into that,
> > > everyone can see the problem. The Board should just not be allowed to
> > > disbar community-elected members without a cause, as that undermines
> the
> > > authority of the community over those seats on the Board.
> > >
> > > Th.
> > > _______________________________________________
> > > Wikimedia-l mailing list, guidelines at:
> > > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > > New messages to: [hidden email]
> > > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > > <mailto:[hidden email]?subject=unsubscribe>
> > >
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> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
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> >
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Re: [Wikimedia-l] Announcement about changes to the Board

Mike Peel
In reply to this post by Todd Allen
From what I understand, the community elections don't directly elect/appoint WMF board members, but essentially provide a recommendation that the WMF board then approves. Have a look at the text of:
https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2015 <https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2015>
and the phrasing at:
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process <https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process>
specifically, "The candidates with the highest percentage of support will be recommended to the Board of Trustees for appointment."

So the "class" here would be the WMF board, not the community.

But, of course, IANAL.

BTW, it's more "community selected" than "community representative". There's an important distinction there.

Thanks,
Mike

> On 29 Dec 2015, at 13:19, Todd Allen <[hidden email]> wrote:
>
> It's more complex if they've acted illegally, certainly. Under the law
> they're citing, it looks like they have. Since community directors are
> elected by a "class" (editors meeting the eligibility requirements), the
> law states removal would be possible only by that class, one would presume
> by referendum in this case.
>
> I think we need to know if the Board considered this requirement.
> On Dec 29, 2015 5:33 AM, "Gerard Meijssen" <[hidden email]>
> wrote:
>
>> Hoi,
>> <grin> it is a great shitstorm</grin> Do remember that a community chosen
>> representative voted the other community chosen representative out. It is
>> not a case of he must be good, the others are bad. It is more complicated.
>> Thanks,
>>      GerardM
>>
>> On 29 December 2015 at 13:19, Gnangarra <[hidden email]> wrote:
>>
>>> there are bigger questions than why like;
>>>
>>>   - how can this take place
>>>   - how can the community ensure its representatives independence in the
>>>   future,
>>>   - what effect will this have on other elected representatives on the
>>>   board
>>>
>>> The Florida statute(
>>> https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
>>> to earlier says that If a director is elected by a class, chapter, or
>> other
>>> organizational unit, or by region or other geographic grouping, the
>>> director may be removed only by the members of that class, chapter, unit,
>>> or grouping.  Do they even have ability to remove the person in the first
>>> place given the action of the board why are they also determining the
>> next
>>> steps in the replacing our representative.
>>>
>>> Gn.
>>>
>>> On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]> wrote:
>>>
>>>> 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
>>>>
>>>>
>>>>> It says a lot, but just what that is depends entirely on the context.
>>> And
>>>>> for community members who voted for him, that context could mean we
>>>> should
>>>>> also no longer have confidence in him elsewhere in the projects, or
>> in
>>>> the
>>>>> board, or have no bearing on either thing whatsoever. Not knowing
>> just
>>>>> means there's no indication what to trust.
>>>>
>>>>
>>>> I'd rather lose the trust and confidence in those 8 Board members than
>> in
>>>> him without knowing what was the cause for his disbarment. ;)
>>>>
>>>> Maybe the Board by-laws have to be changed, too. Throwing out a
>>>> community-elected member like this, without providing a reason, is no
>> way
>>>> to deal with the community who elected this member. It should be
>>> mandatory
>>>> that the Board provides reasons together with the announcement to avoid
>>>> exactly this kind of discussions and speculations, not a day (or more)
>>>> later.
>>>>
>>>> And as for no-cause disbarments for community-elected members in a
>>>> community-driven environment - uhm... I don't need to delve into that,
>>>> everyone can see the problem. The Board should just not be allowed to
>>>> disbar community-elected members without a cause, as that undermines
>> the
>>>> authority of the community over those seats on the Board.
>>>>
>>>> Th.
>>>> _______________________________________________
>>>> Wikimedia-l mailing list, guidelines at:
>>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>>> New messages to: [hidden email]
>>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>>>> <mailto:[hidden email]?subject=unsubscribe>
>>>>
>>> _______________________________________________
>>> Wikimedia-l mailing list, guidelines at:
>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>> New messages to: [hidden email]
>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>>> <mailto:[hidden email]?subject=unsubscribe>
>>>
>> _______________________________________________
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Re: [Wikimedia-l] Announcement about changes to the Board

Chris Keating-2
>
> BTW, it's more "community selected" than "community representative".
There's an important distinction there.
>

Quite - all WMF trustees have identical responsibilities, regardless of
which method of selection resulted in them being on the board.

For instance Alice and Phoebe both served on the Board under via different
routes, they didn't end up representing different people as a result.

> Thanks,
> Mike
>
> > On 29 Dec 2015, at 13:19, Todd Allen <[hidden email]> wrote:
> >
> > It's more complex if they've acted illegally, certainly. Under the law
> > they're citing, it looks like they have. Since community directors are
> > elected by a "class" (editors meeting the eligibility requirements), the
> > law states removal would be possible only by that class, one would
presume
> > by referendum in this case.
> >
> > I think we need to know if the Board considered this requirement.
> > On Dec 29, 2015 5:33 AM, "Gerard Meijssen" <[hidden email]>
> > wrote:
> >
> >> Hoi,
> >> <grin> it is a great shitstorm</grin> Do remember that a community
chosen
> >> representative voted the other community chosen representative out. It
is
> >> not a case of he must be good, the others are bad. It is more
complicated.
> >> Thanks,
> >>      GerardM
> >>
> >> On 29 December 2015 at 13:19, Gnangarra <[hidden email]> wrote:
> >>
> >>> there are bigger questions than why like;
> >>>
> >>>   - how can this take place
> >>>   - how can the community ensure its representatives independence in
the

> >>>   future,
> >>>   - what effect will this have on other elected representatives on the
> >>>   board
> >>>
> >>> The Florida statute(
> >>> https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
> >>> to earlier says that If a director is elected by a class, chapter, or
> >> other
> >>> organizational unit, or by region or other geographic grouping, the
> >>> director may be removed only by the members of that class, chapter,
unit,
> >>> or grouping.  Do they even have ability to remove the person in the
first
> >>> place given the action of the board why are they also determining the
> >> next
> >>> steps in the replacing our representative.
> >>>
> >>> Gn.
> >>>
> >>> On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]>
wrote:
> >>>
> >>>> 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
> >>>>
> >>>>
> >>>>> It says a lot, but just what that is depends entirely on the
context.

> >>> And
> >>>>> for community members who voted for him, that context could mean we
> >>>> should
> >>>>> also no longer have confidence in him elsewhere in the projects, or
> >> in
> >>>> the
> >>>>> board, or have no bearing on either thing whatsoever. Not knowing
> >> just
> >>>>> means there's no indication what to trust.
> >>>>
> >>>>
> >>>> I'd rather lose the trust and confidence in those 8 Board members
than
> >> in
> >>>> him without knowing what was the cause for his disbarment. ;)
> >>>>
> >>>> Maybe the Board by-laws have to be changed, too. Throwing out a
> >>>> community-elected member like this, without providing a reason, is no
> >> way
> >>>> to deal with the community who elected this member. It should be
> >>> mandatory
> >>>> that the Board provides reasons together with the announcement to
avoid
> >>>> exactly this kind of discussions and speculations, not a day (or
more)
> >>>> later.
> >>>>
> >>>> And as for no-cause disbarments for community-elected members in a
> >>>> community-driven environment - uhm... I don't need to delve into
that,

> >>>> everyone can see the problem. The Board should just not be allowed to
> >>>> disbar community-elected members without a cause, as that undermines
> >> the
> >>>> authority of the community over those seats on the Board.
> >>>>
> >>>> Th.
> >>>> _______________________________________________
> >>>> Wikimedia-l mailing list, guidelines at:
> >>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> >>>> New messages to: [hidden email]
> >>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
,

> >>>> <mailto:[hidden email]?subject=unsubscribe>
> >>>>
> >>> _______________________________________________
> >>> Wikimedia-l mailing list, guidelines at:
> >>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> >>> New messages to: [hidden email]
> >>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> >>> <mailto:[hidden email]?subject=unsubscribe>
> >>>
> >> _______________________________________________
> >> Wikimedia-l mailing list, guidelines at:
> >> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> >> New messages to: [hidden email]
> >> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> >> <mailto:[hidden email]?subject=unsubscribe>
> > _______________________________________________
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https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > New messages to: [hidden email]
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
<mailto:[hidden email]?subject=unsubscribe>
>
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Re: [Wikimedia-l] Announcement about changes to the Board

George William Herbert
In reply to this post by Todd Allen
We need an attorney, but...

It looks like Bylaws IV sect 7 *could* override 617.0808 (1) via 617.0808 (2) which says that a IRS 501 (c) organization's bylaws can provide procedures (presumably different than 617.0808 (1) ), but says that you may include 617.0808 (1), and WMF does, explicitly.

So... On first impression, the Bylaws self-contradict by including 617.0808 (1) explicitly after having provided a non-617.0808 (1) compliant mechanism.

"Any Trustee may be removed, with or without cause, by a majority vote of the Trustees then in office...", without regard for 617.0808 (1) (a) 2. Which requires that directors elected by the members be removed by majority vote of the members.

So... On first impression, the Bylaws have a glitch and the Board action may therefore arguably be illegal and potentially void.  There may be applicable case law on standards for de-glitchifying contradictions like this, or it might be case specific and requiring litigation.

That is not to say there was no possible good reason or justification, the real crux of the matter.  On the matter of community concern over trust I am as ill-informed right now as everyone else not on the Board.

I am not an attorney.

I do think the Foundation legal staff need to review and some fix to this needs to be made to the Bylaws for the future, either overriding 617.0808 (1) (a) 2. explicitly or by making community vote explicitly the recall mechanism for trustees elected by the community.

George William Herbert
Sent from my iPhone

> On Dec 29, 2015, at 5:19 AM, Todd Allen <[hidden email]> wrote:
>
> It's more complex if they've acted illegally, certainly. Under the law
> they're citing, it looks like they have. Since community directors are
> elected by a "class" (editors meeting the eligibility requirements), the
> law states removal would be possible only by that class, one would presume
> by referendum in this case.
>
> I think we need to know if the Board considered this requirement.
> On Dec 29, 2015 5:33 AM, "Gerard Meijssen" <[hidden email]>
> wrote:
>
>> Hoi,
>> <grin> it is a great shitstorm</grin> Do remember that a community chosen
>> representative voted the other community chosen representative out. It is
>> not a case of he must be good, the others are bad. It is more complicated.
>> Thanks,
>>      GerardM
>>
>>> On 29 December 2015 at 13:19, Gnangarra <[hidden email]> wrote:
>>>
>>> there are bigger questions than why like;
>>>
>>>   - how can this take place
>>>   - how can the community ensure its representatives independence in the
>>>   future,
>>>   - what effect will this have on other elected representatives on the
>>>   board
>>>
>>> The Florida statute(
>>> https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
>>> to earlier says that If a director is elected by a class, chapter, or
>> other
>>> organizational unit, or by region or other geographic grouping, the
>>> director may be removed only by the members of that class, chapter, unit,
>>> or grouping.  Do they even have ability to remove the person in the first
>>> place given the action of the board why are they also determining the
>> next
>>> steps in the replacing our representative.
>>>
>>> Gn.
>>>
>>>> On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]> wrote:
>>>>
>>>> 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
>>>>
>>>>
>>>>> It says a lot, but just what that is depends entirely on the context.
>>> And
>>>>> for community members who voted for him, that context could mean we
>>>> should
>>>>> also no longer have confidence in him elsewhere in the projects, or
>> in
>>>> the
>>>>> board, or have no bearing on either thing whatsoever. Not knowing
>> just
>>>>> means there's no indication what to trust.
>>>>
>>>>
>>>> I'd rather lose the trust and confidence in those 8 Board members than
>> in
>>>> him without knowing what was the cause for his disbarment. ;)
>>>>
>>>> Maybe the Board by-laws have to be changed, too. Throwing out a
>>>> community-elected member like this, without providing a reason, is no
>> way
>>>> to deal with the community who elected this member. It should be
>>> mandatory
>>>> that the Board provides reasons together with the announcement to avoid
>>>> exactly this kind of discussions and speculations, not a day (or more)
>>>> later.
>>>>
>>>> And as for no-cause disbarments for community-elected members in a
>>>> community-driven environment - uhm... I don't need to delve into that,
>>>> everyone can see the problem. The Board should just not be allowed to
>>>> disbar community-elected members without a cause, as that undermines
>> the
>>>> authority of the community over those seats on the Board.
>>>>
>>>> Th.
>>>> _______________________________________________
>>>> Wikimedia-l mailing list, guidelines at:
>>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>>> New messages to: [hidden email]
>>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>>>> <mailto:[hidden email]?subject=unsubscribe>
>>> _______________________________________________
>>> Wikimedia-l mailing list, guidelines at:
>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>> New messages to: [hidden email]
>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>>> <mailto:[hidden email]?subject=unsubscribe>
>> _______________________________________________
>> Wikimedia-l mailing list, guidelines at:
>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>> New messages to: [hidden email]
>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>> <mailto:[hidden email]?subject=unsubscribe>
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Re: [Wikimedia-l] Announcement about changes to the Board

Marcin Cieslak-3
In reply to this post by Mike Peel
On 2015-12-29, Michael Peel <[hidden email]> wrote:
> From what I understand, the community elections don't directly elect/appoint WMF board members, but essentially provide a recommendation that the WMF board then approves. Have a look at the text of:
> https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2015 <https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2015>
> and the phrasing at:
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process <https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process>
> specifically, "The candidates with the highest percentage of support will be recommended to the Board of Trustees for appointment."

The statute in 617.0803(3) stipulates that
> (3) Directors shall be elected or appointed in the manner and for the
> terms provided in the articles of incorporation or the bylaws.

The bylaws use a wording like "The board will approve [the community-selected candidates]"
which lists specified conditions when the community choice can be approved,
and the board cannot refuse approval unless some specific conditions are met.

Section 3 of the bylaws has subsections (C) "Community-selected Trustees."
(D) "Trustees selected by Chapters and Thematic Organizations",
(E) "Board-appointed Trustees. " and (F) for Jimmy Wales, who
is also Board-appointed.

It is obvious that (C) and (D) do not belong to the category (E).
Therefore directors of category (C) and (D) are not appointed
by the board.

> So the "class" here would be the WMF board, not the community.

Bylaws, article III:

> The Foundation does not have members.

Statute 617.0601(1)(a) stipulates that

> A corporation may have one or more classes of members or may have no members.

but (1)(b) adds:

> (b) The articles of incorporation or bylaws of any corporation
> not for profit that maintains chapters or affiliates may grant
> representatives of such chapters or affiliates the right to vote
> in conjunction with the board of directors of the corporation
> notwithstanding applicable quorum or voting requirements of this
> chapter if the corporation is registered with the department pursuant
> to ss. 496.401-496.424, the Solicitation of Contributions Act.

This is what Section 3 of the WMF bylaws is doing - it grants
a right to vote to non-members of the Foundation (as there are none).

617.0808(1)(b) goes beyond classes of members, but includes
> (...) chapter, or other organizational unit, or by region or other
> geographic grouping, the director may be removed only by the members
> of that class, chapter, unit, or grouping.

so this read in conjunctin with 617.0601(1)(b) and bylaws section
three establishes a pretty clear picture to me.

Saper


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Re: [Wikimedia-l] Announcement about changes to the Board

George William Herbert
In reply to this post by Mike Peel
Bylaws IV Sect 3. (C) says that they're elected by the community then approved by the board subject to other requirements.

Starting (first sentence) with "Three Trustees will be selected from candidates approved through community voting." would seem to make them subject to 617.0808 (1) (a) 2. (Removal by members vote) even if there's an additional step in approval joining the board.

I am not an attorney.

George William Herbert
Sent from my iPhone

> On Dec 29, 2015, at 5:27 AM, Michael Peel <[hidden email]> wrote:
>
> From what I understand, the community elections don't directly elect/appoint WMF board members, but essentially provide a recommendation that the WMF board then approves. Have a look at the text of:
> https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2015 <https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2015>
> and the phrasing at:
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process <https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process>
> specifically, "The candidates with the highest percentage of support will be recommended to the Board of Trustees for appointment."
>
> So the "class" here would be the WMF board, not the community.
>
> But, of course, IANAL.
>
> BTW, it's more "community selected" than "community representative". There's an important distinction there.
>
> Thanks,
> Mike
>
>> On 29 Dec 2015, at 13:19, Todd Allen <[hidden email]> wrote:
>>
>> It's more complex if they've acted illegally, certainly. Under the law
>> they're citing, it looks like they have. Since community directors are
>> elected by a "class" (editors meeting the eligibility requirements), the
>> law states removal would be possible only by that class, one would presume
>> by referendum in this case.
>>
>> I think we need to know if the Board considered this requirement.
>> On Dec 29, 2015 5:33 AM, "Gerard Meijssen" <[hidden email]>
>> wrote:
>>
>>> Hoi,
>>> <grin> it is a great shitstorm</grin> Do remember that a community chosen
>>> representative voted the other community chosen representative out. It is
>>> not a case of he must be good, the others are bad. It is more complicated.
>>> Thanks,
>>>     GerardM
>>>
>>>> On 29 December 2015 at 13:19, Gnangarra <[hidden email]> wrote:
>>>>
>>>> there are bigger questions than why like;
>>>>
>>>>  - how can this take place
>>>>  - how can the community ensure its representatives independence in the
>>>>  future,
>>>>  - what effect will this have on other elected representatives on the
>>>>  board
>>>>
>>>> The Florida statute(
>>>> https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred
>>>> to earlier says that If a director is elected by a class, chapter, or
>>> other
>>>> organizational unit, or by region or other geographic grouping, the
>>>> director may be removed only by the members of that class, chapter, unit,
>>>> or grouping.  Do they even have ability to remove the person in the first
>>>> place given the action of the board why are they also determining the
>>> next
>>>> steps in the replacing our representative.
>>>>
>>>> Gn.
>>>>
>>>>> On 29 December 2015 at 19:53, Thomas Goldammer <[hidden email]> wrote:
>>>>>
>>>>> 2015-12-29 10:15 GMT+01:00 Isarra Yos <[hidden email]>:
>>>>>
>>>>>
>>>>>> It says a lot, but just what that is depends entirely on the context.
>>>> And
>>>>>> for community members who voted for him, that context could mean we
>>>>> should
>>>>>> also no longer have confidence in him elsewhere in the projects, or
>>> in
>>>>> the
>>>>>> board, or have no bearing on either thing whatsoever. Not knowing
>>> just
>>>>>> means there's no indication what to trust.
>>>>>
>>>>>
>>>>> I'd rather lose the trust and confidence in those 8 Board members than
>>> in
>>>>> him without knowing what was the cause for his disbarment. ;)
>>>>>
>>>>> Maybe the Board by-laws have to be changed, too. Throwing out a
>>>>> community-elected member like this, without providing a reason, is no
>>> way
>>>>> to deal with the community who elected this member. It should be
>>>> mandatory
>>>>> that the Board provides reasons together with the announcement to avoid
>>>>> exactly this kind of discussions and speculations, not a day (or more)
>>>>> later.
>>>>>
>>>>> And as for no-cause disbarments for community-elected members in a
>>>>> community-driven environment - uhm... I don't need to delve into that,
>>>>> everyone can see the problem. The Board should just not be allowed to
>>>>> disbar community-elected members without a cause, as that undermines
>>> the
>>>>> authority of the community over those seats on the Board.
>>>>>
>>>>> Th.
>>>>> _______________________________________________
>>>>> Wikimedia-l mailing list, guidelines at:
>>>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>>>> New messages to: [hidden email]
>>>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>>>>> <mailto:[hidden email]?subject=unsubscribe>
>>>> _______________________________________________
>>>> Wikimedia-l mailing list, guidelines at:
>>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>>> New messages to: [hidden email]
>>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>>>> <mailto:[hidden email]?subject=unsubscribe>
>>> _______________________________________________
>>> Wikimedia-l mailing list, guidelines at:
>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>>> New messages to: [hidden email]
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Re: [Wikimedia-l] Announcement about changes to the Board

Nathan Awrich
In reply to this post by Marcin Cieslak-3
I don't think all the legal speculation here is very helpful. I'm sure the
Board or someone else will sagely advise us that the board is
self-governing and self-perpetuating and no other legal authority is
necessary.

In any case, its irritating to see people providing cover for the Board's
lack of transparency or failure to be forthcoming in a timely manner. Why
not let them make their own excuses? If indeed there is some
confidentiality issue, let them argue that the Wikimedia community should
be satisfied with never knowing the salient details.
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Re: [Wikimedia-l] Announcement about changes to the Board

Marcin Cieslak-3
In reply to this post by George William Herbert
On 2015-12-29, George Herbert <[hidden email]> wrote:
> I do think the Foundation legal staff need to review and some fix to
> this needs to be made to the Bylaws for the future, either overriding
> 617.0808 (1) (a) 2. explicitly or by making community vote explicitly
> the recall mechanism for trustees elected by the community.

I think that bylaws are pretty coherent with the statute; what
might need an adjustment is the following wording from the resolution
appointing new members:

> Resolved, that the Board of Trustees ("Board") approves and authorize the election of (...)
to fill the Community-selected seats on the Board for the coming term.

> Resolved, that (...) is/are appointed to the Board, for a term of two
> years beginning on X, and continuing until Y until approval and
> authorization of the selection process in Z to fill these positions,
> whichever comes first.

Section 1 is clearly appropriate for the elected board members.
Section 2 is only appropriate for the appointed board members.
Even the bylaws do not use the term "appointment" when referring
to the board member selected according to the article IV,
section 3, subsections (C) and (D). The appointment comes
into play when there is a vacancy ("appoint the candidate receiving the
next most votes").

Saper



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Re: [Wikimedia-l] Announcement about changes to the Board

MZMcBride-2
In reply to this post by Nathan Awrich
Nathan wrote:
>In any case, its irritating to see people providing cover for the Board's
>lack of transparency or failure to be forthcoming in a timely manner.

The removal resolution was approved on December 28, 2015, according to
wikimediafoundation.org. Unlike most Board resolutions, it was publicly
posted the same day. The posted Board resolution was accompanied by two
separate e-mails to this public mailing list (one from James, one from
Patricio) on the same day. What kind of transparency and timeliness are
you looking for, exactly? What level of explanation would be satisfactory?

>Why not let them make their own excuses?

Excuses for what, exactly? The Chair of the Board announced the decision
and other remaining Board members have chosen not to publicly discuss the
issue here. This is hardly unusual. Regarding the removal itself, at least
in the United States, it's fairly common for members of a body to be able
to remove/expel one of their own. The Wikimedia Foundation Board of
Trustees bylaws explicitly allow for removal of a member, with or without
cause. Unlike in older Board resolutions, there's a clear public
accounting of how each of the Board members voted (as opposed to simple
numeric totals). James posted that he will work with Patricio to provide
a fuller explanation of the removal. It seems most prudent to wait for
that. While this will sound trite, perhaps we could extend a little good
faith to the members of the Board, most of whom are long-time trusted and
respected Wikimedians and all of whom take their role seriously.

MZMcBride



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