Part of the blame here is mine, for casually bringing up a controversial and slightly off-thread topic. But I agree with Paulo that an unelected Board has little legitimacy, even if we would like them to have it. The most recent crisis of confidence around rebranding makes a person ask: Why are the Board and Foundation so often misaligned with the community they serve, and how can we improve their accountability?
This could be a great opportunity to help fill in any of the lost history around the membership organization conversion: as I understand it (see the article I referenced earlier), Brad Patrick was general counsel of WMF for ten months, exactly during the organization's change in legal status, and can offer a unique perspective into the moment. I've read the public mailing list discussions and I think it's pretty clear that everyone was acting in good faith, trying to chart a safe course for how to best protect and nurture the young Foundation. The scenario seems to be, that the membership requirements as written on paper had never been fulfilled, so there was some risk in continuing under that structure. Rather than leave the Foundation vulnerable to lawsuits from sometimes volatile editors, who made up the majority of the member class, instead membership was eliminated and a more predictable set of bylaws were established which emphasized stability and would prevent a "hostile takeover". Please correct any bad assumptions here! The drawback (beyond the loss of democratic oversight) is that the Foundation remained in legal jeopardy, but now because it had potentially broken Florida nonprofit law by converting to a non-membership organization without formally notifying its members. The reason notifications weren't sent out ahead of time is that very few people were registered with physical mailing addresses. In hindsight, it's been pointed out, WMF did have email addresses for its members but no notification went out by that channel. Ironically, this means that members as of November 29, 2006 may have standing to sue for damages or control. There seems to be no time limit for making this challenge. I hope this gives background to my comment, and that one day Wikimedians own the trademarks to the copyleft movement they have built. -Adam W. (Writing in my personal capacity, not representing my employer.) On October 7, 2020 9:00:21 PM GMT+02:00, Paulo Santos Perneta <paulospern...@gmail.com> wrote: >Hello Brad, > >Asking what the legitimacy of such a thing is for the broad Movement >seems >to me a very reasonable question, especially when I'm not from the US, >I'm >not a native English speaker and I'm not US-stuff wise. >You, however, have answered in a defensive and aggressive way, as if >everybody in the globe had to born knowing US laws and bureaucracy, >which >seems quite unreasonable. >Stay with your truths and your "Former WMF General Counsel" title, my >argument here is finished. > >Best, >Paulo > > >Brad Patrick <bradp....@gmail.com> escreveu no dia quarta, 7/10/2020 >à(s) >19:45: > >> This is a very, very old and tired argument. If you do not understand >> United States non-profit corporations, go educate yourself about >those >> first. If your perspective is non-US based, you may have a different >frame >> of mind which is irreconcilable with the way WMF is. Take all the >time you >> need to see the differences before attacking WMF for (a) what it is >and (b) >> why it isn't what you want it to be. >> >> WMF exists legally, and has as its foundation organizational >principle, >> authority vested in a Board. WMF is not a membership organization. >You >> would not want it to be a membership organization (as a matter of >law). >> >> Please temper your criticism accordingly. >> >> Brad Patrick >> Former WMF General Counsel >> >> On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos >Perneta" < >> wikimedia-l-boun...@lists.wikimedia.org on behalf of >> paulospern...@gmail.com> wrote: >> >> I knew they are theoretically self-appointed, but was under the >> impression >> that at least until now an appearance of democracy and legitimacy >> towards >> the community has been respected, which no longer seems to be the >case. >> I wonder what would be the legitimacy of a self-appointing body >in the >> eyes >> of the Wikimedia Movement, and all the communities which are part >of >> it? >> >> Regards, >> Paulo >> >> Adam Wight <adam.wi...@wikimedia.de> escreveu no dia quarta, >> 7/10/2020 à(s) >> 17:20: >> >> > Greetings, this is a semiautomated response pointing out that >the >> > Wikimedia Foundation Board is not elected, it's >self-appointing. The >> > so-called "elections" are in fact nominations to be considered >by the >> > Board. Therefore, the Bylaws have not been broken. >> > >> > This is an unfortunate arrangement, please see [1] for some >> background >> > about the conversion from a membership organization to a >> non-membership >> > organization which is no longer legally required to hold >elections. >> > >> > Regards, >> > >> > Adam W. >> > [[mw:User:Adamw]] >> > >> > [1] >> > >> >https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy >> > >> > On 10/7/20 5:55 PM, Paulo Santos Perneta wrote: >> > > The terms of 3 BoT members expired last month, and the BoT >itself >> decided >> > > to extend them? What is the legitimacy of that? And why is a >BoT >> which is >> > > expected to be in a mere interim management waiting for >elections, >> > > presenting profound changes to its Bylaws [1]? >> > > >> > > [1] - >> > > >> > >> >https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes >> > > >> > > Best, >> > > Paulo >> > > >> > > Nataliia Tymkiv <ntym...@wikimedia.org> escreveu no dia >quarta, >> > 7/10/2020 >> > > à(s) 16:49: >> > > >> > >> Hello, >> > >> >> > >> I can answer a few of the questions raised in this thread. >> > >> >> > >> When the Board postponed the community selection of >trustees, we >> also >> > >> extended the terms of the trustees in the affected seats >(María >> > Sefidari, >> > >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were >> originally >> > set >> > >> to expire last month, but because of that term extension >they are >> still >> > >> serving as trustees, and as such María remains the Board >Chair and >> > Dariusz >> > >> and James continue on as Committee Chairs[2]. >> > >> >> > >> Raju Narisetti and Esra'a Al Shafei have been reappointed to >the >> Board >> > for >> > >> an additional three-year term[3][4]. >> > >> >> > >> The current members of the Board of Trustees are listed on >the >> Wikimedia >> > >> Foundation website[5]. >> > >> >> > >> We do not currently have a shortage of trustees on the >Board, and >> we >> > have >> > >> had a quorum for every decision we have made this year. We >have >> > published >> > >> some outstanding Board records, many of which were just >approved >> at our >> > >> recent meeting in September[6][7]. >> > >> >> > >> I have just sent an email to this list, as well as posted an >> update to >> > >> Meta-Wiki, with a request for feedback on matters related to >the >> > >> Foundation’s Bylaws and trustee selection[8]. That >announcement >> contains >> > >> more information about the postponed community selection of >> trustees. >> > >> >> > >> Best regards, >> > >> >> > >> antanana / Nataliia Tymkiv >> > >> >> > >> Vice Chair, Wikimedia Foundation Board of Trustees >> > >> >> > >> [1] >> > >> >> > >> >> > >> >https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process >> > >> >> > >> >> > >> [2] >> > >> >> > >> >> > >> >https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019 >> > >> >> > >> >> > >> [3] >> > >> >> > >> >> > >> >https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020 >> > >> >> > >> >> > >> [4] >> > >> >> > >> >> > >> >https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020 >> > >> >> > >> >> > >> [5] https://wikimediafoundation.org/role/board/ >> > >> >> > >> >> > >> [6] https://foundation.wikimedia.org/wiki/Meetings >> > >> >> > >> >> > >> [7] https://foundation.wikimedia.org/wiki/Resolutions >> > >> >> > >> [8] >> > >> >> > >> >> > >> >https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric >> > >> < >> > >> >> > >> >https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric >> > >> >> > >> *NOTICE: You may have received this message outside of your >normal >> > working >> > >> hours/days, as I usually can work more as a volunteer during >> weekend. >> > You >> > >> should not feel obligated to answer it during your days off. >> Thank you >> > in >> > >> advance!* >> > >> >> > >> >> > >> >> > >> On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi < >> billtakato...@gmail.com> >> > >> wrote: >> > >> >> > >>> After I asked my questions on September 4, I was sent the >message >> > >>> below by some role account I've never heard of, asking >about >> claims >> > >>> that have used the names of five other people. I don't edit >> under my >> > >>> real name, but I have never used the names in the linked >forum >> > >>> postings. >> > >>> >> > >>> The linked posts also claim that the Foundation's nonprofit >> status is >> > >>> at risk. I am not a lawyer, but I am skeptical of that >claim even >> > >>> though five Trustees whose three-year terms expired in >August >> > >>> apparently voted on a Resolution in a Board meeting on >September >> 24. >> > >>> According to Section 4 of the Bylaws, "A quorum shall >consist of >> a >> > >>> majority of Trustees then in office." Section 6 says, "the >Board >> may >> > >>> continue doing business as a Board during the vacancy of >any >> Trustee >> > >>> position." Therefore, since four of the five remaining >Trustees >> all >> > >>> voted in favor, the Resolution was properly carried, in my >> layperson's >> > >>> view. I am less certain about the propriety of allowing a >Trustee >> > >>> whose three year term expired to continue to serve as >Chair. >> > >>> >> > >>> The lack of any update or even ETA for an update on >> > >>> >> > >>> >> > >> >> > >> >https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F >> > >>> is baffling. Elections have never been held in person, only >> online, >> > >>> and so the excuse that they were postponed because of the >> pandemic >> > >>> crisis seems extremely suspicious. Indefinitely delaying >> elections for >> > >>> such a vacuous reason makes the Foundation look like the >worst >> of the >> > >>> bad actors in today's international political climate. >Doesn't >> the >> > >>> cancelled travel of the pandemic crisis give the Foundation >more >> time >> > >>> to hold elections, not less? Whether non-profit status is >at >> risk or >> > >>> not, I would hope that the Foundation, Board, and Elections >> Committee >> > >>> would be more interested in upholding the principles of >good >> > >>> governance than failing to even announce a new schedule or >even >> a date >> > >>> by which a new schedule will be announced. >> > >>> >> > >>> -Will >> > >>> >> > >>> On Mon, Sep 14, 2020 at 10:31 PM Gender Desk < >> genderscr...@gmail.com> >> > >>> wrote: >> > >>>> Mr. Takatoshi, >> > >>>> >> > >>>> Wikipediocracy has suggested that you have also used the >names >> "Rogol >> > >>> Domedonfors, Renée Bagslint, Jennifer Pryor-Summers, >Felicity >> Braingut, >> > >>> Thomas Townsend and others." >> > >>> http://wikipediocracy.com/forum/viewtopic.php?f=14&t=11567 >> > >>>> Can you comment on that? >> > >>>> >> > >>>> Regards, >> > >>>> Genderdesk >> > >>>> >> > >>>> genderdesk.wordpress.com >> > >>> >> > >>> On Mon, Sep 14, 2020 at 7:38 PM Samuel Klein ><meta...@gmail.com> >> > wrote: >> > >>>> Can anyone from the elections committee comment? What is >the >> current >> > >>>> plan? //S >> > >>>> On Fri, Sep 4, 2020 at 8:05 PM Bill Takatoshi < >> > billtakato...@gmail.com >> > >>>> wrote: >> > >>>> >> > >>>>> How long can the Foundation legally postpone Board of >Trustees >> > >>> elections? >> > >>>>> >> > >>>>> >> > >> >> > >> >https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F >> > >>>>> has a comment from April saying, "Once things get moving >again, >> > >>>>> appopriate [sic] date for the election will be decided >and an >> > >>>>> announcement will be made." >> > >>>>> >> > >>>>> >> > >>>>> >> > >> >> > >> >https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees#Current_members >> > >>>>> suggests that five board members terms end on "Wikimania >2020" >> -- but >> > >>>>> is that accurate? >> > >>>>> >> > >>>>> >> > >>>>> >> > >> >> > >> >https://foundation.wikimedia.org/wiki/Resolution:Term_Limit_Proposal_for_Bylaws >> > >>>>> is clear that "All Board terms are three years" and "the >term >> of each >> > >>>>> such appointment shall not exceed three years." >> > >>>>> >> > >>>>> Who are the current members of the Board of Trustees? >> > >>>>> >> > >>>>> Can the board achieve a quorum in its present state? >> > >>>>> >> > >>>>> Who is the Chair currently? >> > >>>>> >> > >>>> -- >> > >>>> Samuel Klein @metasj w:user:sj >+1 >> 617 529 >> > >>> 4266 >> > >>> >> > >>> _______________________________________________ >> > >>> Wikimedia-l mailing list, guidelines at: >> > >>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines >and >> > >>> https://meta.wikimedia.org/wiki/Wikimedia-l >> > >>> New messages to: Wikimedia-l@lists.wikimedia.org >> > >>> Unsubscribe: >> https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >> > >>> <mailto:wikimedia-l-requ...@lists.wikimedia.org >> ?subject=unsubscribe> >> > >>> >> > >> _______________________________________________ >> > >> Wikimedia-l mailing list, guidelines at: >> > >> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and >> > >> https://meta.wikimedia.org/wiki/Wikimedia-l >> > >> New messages to: Wikimedia-l@lists.wikimedia.org >> > >> Unsubscribe: >> https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >> > >> <mailto:wikimedia-l-requ...@lists.wikimedia.org >> ?subject=unsubscribe> >> > >> >> > > _______________________________________________ >> > > Wikimedia-l mailing list, guidelines at: >> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and >> > https://meta.wikimedia.org/wiki/Wikimedia-l >> > > New messages to: Wikimedia-l@lists.wikimedia.org >> > > Unsubscribe: >> https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >> > ><mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> >> > >> > _______________________________________________ >> > Wikimedia-l mailing list, guidelines at: >> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and >> > https://meta.wikimedia.org/wiki/Wikimedia-l >> > New messages to: Wikimedia-l@lists.wikimedia.org >> > Unsubscribe: >> https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >> > ><mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> >> > >> _______________________________________________ >> Wikimedia-l mailing list, guidelines at: >> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and >> https://meta.wikimedia.org/wiki/Wikimedia-l >> New messages to: Wikimedia-l@lists.wikimedia.org >> Unsubscribe: >https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> >> _______________________________________________ >> Wikimedia-l mailing list, guidelines at: >> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and >> https://meta.wikimedia.org/wiki/Wikimedia-l >> New messages to: Wikimedia-l@lists.wikimedia.org >> Unsubscribe: >https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> >> >_______________________________________________ >Wikimedia-l mailing list, guidelines at: >https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and >https://meta.wikimedia.org/wiki/Wikimedia-l >New messages to: Wikimedia-l@lists.wikimedia.org >Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, ><mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
