Well, it's that time of year again. The Wikimedia Board is holding elections to fill the expiring terms of the seats currently held by Erik Möller, Kat Walsh, and Oscar van Dillen. (The other four seats are not up for election at this time, which is a pity.)
I'm not all that impressed with the current Board. Quite frankly, I don't trust most of them; the only ones who enjoy my complete confidence right now are Kat Walsh and Michael Davis. I'm not going to give detailed reasons why the other members of the Board do not have my complete confidence, but rest assured that I will not be voting for either Erik or Oscar in the upcoming election.
There are so many areas where I believe the Board has moved in the wrong direction over the past year, but there's one in particular that draws my attention more than any other, and it is the one that I believe will be largely determinative in who I vote for. On December 11, 2006, the Wikimedia Foundation restructured its bylaws to become a nonmember organization. I strongly disapprove of this action, although I perfectly understand why it was done.
In Florida, the members of a membership organization have certain rights against the board of that organization, including the right to demand accountings of funds, the right to eject the board or any member thereof, and certain other rights that amount to ultimate oversight of the organization. By restructuring the organization as a nonmember organization, all such oversight was removed. As a result of this restructuring, the only entity with the ability to exercise such oversight over the Foundation is now the Attorney General of the State of Florida.
I've still never gotten a good explanation for why the Foundation chose to rewrite its bylaws. The two leading reasons I can see were to (a) protect either the entire Board or certain members of it from having financial indiscretions discovered through a member exercising their right to review the financials or (b) protect certain members of the Board from being forcibly removed by a recall action under the relevant Florida statutes. In both of these cases, rewriting the bylaws to change to a nonmember organization does not serve the interests of the organization or of its (former) membership, but certainly does serve the interests of the members of the board. There's a legal term for when a trustee puts his or her own interests ahead of the interests of the owner of the property over which he or she has been placed in charge of, to the detriment of the latter. That term is "breach of fiduciary duty".
Sadly, at this point I do not have much trust that most of the members of the board are putting the organization's interests ahead of their own personal interests. (I've heard some quite shocking stories that I shall not share simply because I can't verify them yet.) And for that reason I think it is absolutely essential that the Board must return to a membership basis of organization, in order to ensure that the Board looks beyond their own petty personal interests. It is my impression that only the continual threat of recall by the members will force the Board to conduct themselves appropriately, and as a result I will not vote for any candidate who does not declare that he or she will support a return to a membership organizational structure.
I'm not all that impressed with the current Board. Quite frankly, I don't trust most of them; the only ones who enjoy my complete confidence right now are Kat Walsh and Michael Davis. I'm not going to give detailed reasons why the other members of the Board do not have my complete confidence, but rest assured that I will not be voting for either Erik or Oscar in the upcoming election.
There are so many areas where I believe the Board has moved in the wrong direction over the past year, but there's one in particular that draws my attention more than any other, and it is the one that I believe will be largely determinative in who I vote for. On December 11, 2006, the Wikimedia Foundation restructured its bylaws to become a nonmember organization. I strongly disapprove of this action, although I perfectly understand why it was done.
In Florida, the members of a membership organization have certain rights against the board of that organization, including the right to demand accountings of funds, the right to eject the board or any member thereof, and certain other rights that amount to ultimate oversight of the organization. By restructuring the organization as a nonmember organization, all such oversight was removed. As a result of this restructuring, the only entity with the ability to exercise such oversight over the Foundation is now the Attorney General of the State of Florida.
I've still never gotten a good explanation for why the Foundation chose to rewrite its bylaws. The two leading reasons I can see were to (a) protect either the entire Board or certain members of it from having financial indiscretions discovered through a member exercising their right to review the financials or (b) protect certain members of the Board from being forcibly removed by a recall action under the relevant Florida statutes. In both of these cases, rewriting the bylaws to change to a nonmember organization does not serve the interests of the organization or of its (former) membership, but certainly does serve the interests of the members of the board. There's a legal term for when a trustee puts his or her own interests ahead of the interests of the owner of the property over which he or she has been placed in charge of, to the detriment of the latter. That term is "breach of fiduciary duty".
Sadly, at this point I do not have much trust that most of the members of the board are putting the organization's interests ahead of their own personal interests. (I've heard some quite shocking stories that I shall not share simply because I can't verify them yet.) And for that reason I think it is absolutely essential that the Board must return to a membership basis of organization, in order to ensure that the Board looks beyond their own petty personal interests. It is my impression that only the continual threat of recall by the members will force the Board to conduct themselves appropriately, and as a result I will not vote for any candidate who does not declare that he or she will support a return to a membership organizational structure.
If it returned to a membership organization, who would be the members?
ReplyDeleteI'll explain on that question in a subsequent post, if you don't mind.
ReplyDeleteSince the membership thing never actually happened in the > 3 years between incorporation and changing the bylaws, the change can simply be seen as bringing the documentation in line with actual practice.
ReplyDeleteWhether that practice was appropriate or not is a separate question, of course.
Funny that this should come up -- I asked on IRC about why we couldn't be more like a foundation with members. I was told to try to come up with a sane proposal. Now I'm interested... time to do research.
ReplyDeleteIf you need 400 edits to be eligible to vote for Board candidates, then it looks like this is the Wikipedia method of maintaining a de facto membership list and collecting de facto dues. I wonder if there is any case law concerning organizations that claim to be non-membership in their bylaws, but in all other respects behave as a membership organizaton. Does that make them a de facto membership organizaton?
ReplyDeleteSomeone has to ask, do you plan on running again?
ReplyDelete