Risker is right. This mainly reflects long-standing reality in a more transparent way, and is an exercise in more effective delegation. A few years back the staff liaison to the Board (James) took many of the notes at meetings, which was helpful; since then the Secretary has done much of that directly. Rather than returning to that halfway situation, I am glad to see the Secretary role become a staff function.
The Treasurer role used to include work that would normally be handled by a CFO. Now that we have a talented CFO in Garfield, that has largely become a staff function. So it seems more transparent to separate the Treasurer role from the work of the Audit Committee - and delegate it explicitly to the CFO. Oversight of financial strategy and auditing remains a Board role, and the Audit Committee is run by Board members. The need for financial expertise on the Board remains strong -- in fact it grows as the foundation grows in size. But now this need is weighted more towards financial oversight than towards accounting. At any rate, I think it makes sense for bylaws changes of any size to be publicized in advance. I've proposed a specific policy change here: http://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_board_manual#Bylaws_updates Risker writes: > Now, if the Board had been deciding on its composition (which as best I can tell was never > publicly discussed the last time it was changed), I think that would certainly benefit from > community input. Yes. And every year it would be good to have community input on the Board - from how it is functioning to Board composition and recruitment of good candidates for selections + elections + appointments. Regards, SJ On Mon, Nov 5, 2012 at 7:30 PM, Risker <risker...@gmail.com> wrote: > Well, that's the point. Phoebe *was* responsible for this, just as Bishakha > has been so far this year. Who's been sending out the minutes and posting > resolutions? > > Further, it's to improve compliance with legislation. Thus, it's > housekeeping. > > Risker > > On 5 November 2012 19:04, Thomas Dalton <thomas.dal...@gmail.com> wrote: > > > I would be very surprised if the trustee Secretary actually took > minutes... > > That would usually be delegated... > > On Nov 6, 2012 12:02 AM, "Risker" <risker...@gmail.com> wrote: > > > > > It would strike me that one of the "urgencies" that might be involved > is > > > the fact that this resolution was passed so that the Board member who > had > > > previously been the secretary could participate as an individual board > > > member, and the appointed secretary could take the minutes. It's > > extremely > > > rare for a staffed charity/non-profit to have sitting trustees acting > as > > > secretary or treasurer, and none of the discussion here has indicated > any > > > concern about this decision; this was essentially housekeeping. > > Therefore, > > > the only thing I can take from this is that it is a process issue, and > > that > > > some members of the community wish to know in advance and in detail > what > > > the board will be discussing. I can understand that; at the same > time, I > > > think that attempting to micro-manage the board over housekeeping items > > is > > > not terribly helpful. Now, if the Board had been deciding on its > > > composition (which as best I can tell was never publicly discussed the > > last > > > time it was changed), I think that would certainly benefit from > community > > > input. > > > > > > Risker > > > > > > > > > On 5 November 2012 18:25, Lodewijk <lodew...@effeietsanders.org> > wrote: > > > > > > > (just for the record: in case someone does have a valid reason, I'm > > still > > > > very open to hearing good reasons why the board chose the procedure > > they > > > > chose (behind closed doors), and whether there was any urgency to the > > > > changes proposed. I somehow missed that in the replies but may have > > > missed > > > > it. Knowing about such reasons might be helpful in the light of > > proposing > > > > changes to procedures. > > > > > > > > Lodewijk) > > > > > > > > 2012/11/2 Lodewijk <lodew...@effeietsanders.org> > > > > > > > > > Hi Bishakha, > > > > > > > > > > 2012/11/2 Bishakha Datta <bishakhada...@gmail.com> > > > > > > > > > >> On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk < > > lodew...@effeietsanders.org > > > > >> >wrote: > > > > >> > > > > >> > Dear Bishakha, > > > > >> > > > > > >> > could you please elaborate why the board has chosen for a > > secretive > > > > >> > amendment procedure here, rather than sharing the proposed > > > amendments > > > > >> with > > > > >> > the community and asking their input on it? Especially where it > > > > concerns > > > > >> > such non-trivial changes. > > > > >> > > > > > >> Ok, now that the document showing old and new has finally been > > > > uploaded, I > > > > >> will try to answer your question. > > > > >> > > > > >> The legal team proposed that we amend the bylaws, primarily to > > ensure > > > > >> compliance with Florida non-profit laws. > > > > >> > > > > >> Since most of the changes are legal in nature, they were not > > referred > > > to > > > > >> the community for prior input. > > > > >> > > > > >> I understand how this action can be seen as secretive or opaque, > > even > > > > >> though it may not have been intended as such. > > > > >> > > > > >> Is it also possible to see this action as reasonable, given the > > nature > > > > of > > > > >> most of the changes? > > > > >> > > > > > > > > > > I don't see how this validates the fact that you did not consult > the > > > > > community on these changes. If the changes are fairly trivial and > > > > > legalistic, then the community will likely have little objection. > But > > > as > > > > > you noted, there was at least one significant change (I haven't > been > > > able > > > > > to check myself) and I'm having a hard time understanding why you > > (the > > > > > board) would /not/ want the input of the community on such > decisions. > > > > > > > > > > If people talk rubbish, it is easy to ignore. But maybe they have a > > > very > > > > > good point that you want to take into account. If they come up with > > an > > > > > argument that changes your mind - wouldn't that mean that the goal > > has > > > > been > > > > > accomplished? > > > > > > > > > > Especially with the second most important governing document of the > > > > > Wikimedia Foundation (after the Articles of Incorporation) I don't > > > > > understand why changing it is not considered to be relevant to the > > > > > community. Maybe this specific change was a good one (I'm not sure > > yet > > > I > > > > > agree, until I heard the explanation of the why) but maybe next > time > > > the > > > > > changes are more drastic and infringing. I find it silly that we do > > > > require > > > > > chapters to let their bylaws approved by the Affiliations Committee > > > > > (although enforcement of that could be improved), and make them > > public > > > > > before doing so - but that the Wikimedia Foundation wouldn't have > to > > > > follow > > > > > the same standards. > > > > > > > > > > But let me make this constructive: I will set up a page on meta > (I'll > > > > send > > > > > a separate email about that) where the community can discuss > measures > > > to > > > > > make the Wikimedia Foundation more democratic. > > > > > > > > > > Kind regards, > > > > > > > > > > Lodewijk > > > > > > > > > _______________________________________________ > > > > Wikimedia-l mailing list > > > > Wikimedia-l@lists.wikimedia.org > > > > Unsubscribe: > https://lists.wikimedia.org/mailman/listinfo/wikimedia-l > > > > > > > _______________________________________________ > > > Wikimedia-l mailing list > > > Wikimedia-l@lists.wikimedia.org > > > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l > > > > > _______________________________________________ > > Wikimedia-l mailing list > > Wikimedia-l@lists.wikimedia.org > > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l > > > _______________________________________________ > Wikimedia-l mailing list > Wikimedia-l@lists.wikimedia.org > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l > -- Samuel Klein @metasj w:user:sj +1 617 529 4266 _______________________________________________ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
