Legal talk:Wikimedia Foundation Board Handbook/Archive 1

Translation?

Hi!

Is this stable enough to be marked for translation? :)

Cheers, Jean-Fred (talk) 00:14, 27 December 2013 (UTC)

Hi Jean-Frederic. This version is the final one for now; however, we will be updating probably once every 3-6 months, as the Board's processes change or new topics need to be addressed. Cheers, Geoff Geoffbrigham (talk) 00:25, 27 December 2013 (UTC)

Jean-Fred, there's a lot of proofreading to do, maybe we can make a pass first. --Nemo 08:32, 27 December 2013 (UTC)

Geoff: Thanks for the answer. An update every 3-6 months update is manageable I think.

Nemo: Sure (I won’t have any time soon to follow up on this anyway :-)

Jean-Fred (talk) 09:03, 27 December 2013 (UTC)

Links to Meta

Links to Meta appear to follow semi-random methods: meta:/m: interwiki links, internal links, external links. If this document needs to be interoperable on multiple wikis, we can use the "m" prefix which is designed for that purpose; otherwise, let's please use internal links. --Nemo 17:10, 27 December 2013 (UTC)

Hello @Nemo bis: the document must be interoperable, so the "m" prefix is preferred. Thanks for checking! Stephen LaPorte (WMF) (talk) 17:16, 27 December 2013 (UTC)

Done I think. --Nemo 12:49, 28 December 2013 (UTC)

"non-member officers participate in Board meetings"

Needs a source. Also, "participate" is too generic a term. --Nemo 17:13, 27 December 2013 (UTC)

um... this is the source :) This is documenting the board's current practice. I think participate is a pretty common term for participating in meetings, meaning attending and contributing to discussions. Will reply to the rest of the comments in a while :) -- phoebe | talk 19:30, 29 December 2013 (UTC)

Votes deprecated?

Does the current text mean that "votes" will no longer be used? That was an old question of mine ("Only resolutions seem to exist"). --Nemo 17:35, 27 December 2013 (UTC)

The Board may continue using "votes", and those votes may be captured in Board minutes and subsequently approved by a written resolution. Geoffbrigham (talk) 20:29, 30 December 2013 (UTC)

Board books

Wikimedia_Foundation_Board_Handbook#Actions_at_Board_meetings, "meeting minutes should be approved, certified and included in the Board books": needs to cover when resolutions' and minutes' text (including votes) becomes final and can no longer be changed by board members or others. --Nemo 17:50, 27 December 2013 (UTC)

A formal vote is a type of resolution and becomes effective after completion of the voting process set out in the Handbook unless another effective date is given. We can consider including this point in the next version of the Handbook. Thanks. Geoffbrigham (talk) 20:39, 30 December 2013 (UTC)

Required majorities

I'm happy to see that now "abstention" can only mean "recusal" as necessary. I don't understand where the part about "missing" went though, because everyone present votes "yes" by default but I don't see a procedure to re-check the number of attendees. --Nemo 17:50, 27 December 2013 (UTC)

Can you give me a practical example so I can understand better what you are asking. Thanks. Geoffbrigham (talk) 20:39, 30 December 2013 (UTC)

Guiding principles

The paragraph about Wikimedia Foundation Guiding Principles is a mess: the items don't follow the same order; sometimes they're just the first sentence of a section; sometimes they are the first sentence with some subtle differences; sometimes they appear to be a cherry-picked summary of a section. This makes this part hard to maintain and even harder to translate. I suggest to either

remove this paragraph entirely, just link the actual page and bold the most important parts there directly if needed for readability, or
transclude the relevant excerpts via mw:LST so that we don't need to retranslate (and hence check consistency) everything.

--Nemo 12:48, 28 December 2013 (UTC)

The paragraph is only intended to provide a summary with links to the more detailed text. Geoffbrigham (talk) 20:43, 30 December 2013 (UTC)

"questions relating to your role as a member of the Board"

Weird passage: "feel free to ask: [...] The Chair, Vice-Chair, or Executive Director for questions relating to your role as a member of the Board". The role of the board is determined by (the law and) the board itself, moreover the ED has an obvious conflict of interest. Only chair and vice-chair are relevant and appropriate here. --Nemo 12:55, 28 December 2013 (UTC)

There is no conflict of interest. The Board and ED work together. The ED has a good practical and institutional knowledge of Board practice, procedure, and membership, and can provide assistance to members (especially new members). She is therefore a good source of information for Board members. Geoffbrigham (talk) 20:48, 30 December 2013 (UTC)

Treasurer versus CFO

I was a little surprised to see that the Treasurer is not a board member. I know that you have a CFO (Garfield Byrd) and so I presume that the CFO is in practice the treasurer, in which case you should probably just merge the titles to avoid potential confusion. Wikimedia is so large that its financial office is probably more like the average publicly-traded corporation, which has a CFO but no treasurer. In many nonprofits the Treasurer is a board member who runs point on supervising the finances from a board perspective, or in very small nonprofits (which are fairly common) they do the books on a volunteer basis. I see that Stu West is Chair of the audit committee so presumably he's the board's main finance person.

Practices will vary among nonprofits, but, because the Treasurer role here is quite administrative, it was decided to make the CFO the Treasurer. (In theory the CFO and Treasurer could be different people among WMF staff - if so desired by the Board.) As Chair of the Audit Committee, Stu is the Board's main finance person and works closely with the Treasurer. Others are on the Audit Committee as well. There are authority and approval limits on the Treasurer subject to review by the Chair of the Audit Committee. See, e.g., this resolution. Thanks for the comment! Geoffbrigham (talk) 20:57, 30 December 2013 (UTC)

Wikimedia has, in my view, a ridiculously healthy and conservative balance sheet so my main complaint here would be that there should be more investing; however, in the nonprofit that I'm on the board of we are small and have enough staff turnover that someone on the board must understand the accounting system well enough to supervise and onboard people. ImperfectlyInformed (talk) 08:14, 30 December 2013 (UTC)