Thanks for your explanation, Chris. This sounds like enlightened absolutism<https://en.wikipedia.org/wiki/Enlightened_absolutism>, and deeply undemocratic. There's no such thing as "the organization's interests", as the organizations are not sentient beings and don't have will. Organizations are made of people, and, in this case, even inside the US absurd pseudo-democratic jargon, the "organization's interests" are determined by the Board of Trustees, who is the maximum authority to determine which are the WMF's interests. Arguing that the BoT should vote X because they can't decide another thing is undermining the power of the BoT to determine what is better for the organization they represent. There's nothing preventing the BoT to vote for or against the MC, because there's nothing above the BoT itself to dictate them what they shouldn't be doing.
That said, I would understand that some members of the board vote against sharing power. In a world where power is limited, sharing it requires someone to leave a bit of their own power. And you need a deep commitment with your community in order to give them something that you feel belongs to you. There are tons of books and films about this, it is well known. However, there are members of the BoT that were elected with a purpose. It is not something that I'm trying to convince you: it is written in the elections. Every candidate presents what they would like the BoT to make, and what is their goal once they are elected. If this is completely trivial, we shouldn't have elections, we could choose whoever randomly, because there's some kind of "organization's interest" that should be fulfilled no matter who is a member of the BoT. Like some rules written in stone that no one can change. At least one of the members elected by the community stated that their goal was to create a Global Council. Now, the recommendation for the BoT is to do exactly the opposite. I think that explaining why their mind changed is relevant, as there may be some insight that the community is missing. Moreover, there are other two members of the BoT (Shani and Mike) who were elected by the affiliates. What is the sense of electing someone from the affiliates if they can't represent nor the affiliates nor their own views. Because there is something called "the organization's interest" that is above the organization itself, and no one knows what it is. There are only two possible outcomes: accept that "the organization's interests" are or presenting a resignation. No change for changing anything. You are claiming that change is impossible. If the BoT wants to dictate (a benevolent dictator) what is better for the community, even above the community's voice, it's up to them. However, I would suggest not to make more elections, as it doesn't matter who we elect: they will betray their electorate whatever they do, because they own points are futile against "the organization's interest". I'm ending. The contradiction is so evident. You claim that "Essentially the Board members have to look at the facts and the context and make a decision about what they think is the best". No. That's not true. The board members can't make decisions of any kind, because there's "the organization's interest" that is above their will. How can we justify the Board making deliberations if they can't decide anything different from those called "interests"? What is the point of having a Board? ChatGPT could govern everything just giving those "interests": there's no chance for taking any decision. Honestly, I voted for humans, not for robots. Best Galder ________________________________ From: Chris Keating <[email protected]> Sent: Wednesday, June 26, 2024 8:31 PM To: Wikimedia Mailing List <[email protected]> Subject: [Wikimedia-l] Re: Board requirements (not a lawyer but I have a decent grasp of how this works in common law countries) Board members are required to always vote in the best interests of the organisation they are on the board of. More specifically, for nonprofits, they are required to vote in the best interests of the mission of the organization. This is because a nonprofit has no interests except the pursuit of the goal that the nonprofit has. There is no real definition of what 'best interests' represents. Board members have very wide discretion and judgement about how to interpret that. The income, assets, staffing etc of the organization all exist towards the organization's goal - and while there is a presumption that having money, assets, staff etc is a good thing, boards are perfectly free to make choices that result in having less money/assets/staff (or indeed to e.g. merge or wind up the whole organisation) if they see reasons that will be better for the organization's mission. It's quite legitimate to have a Board member who views the interests of the WMF and 'the community' as inseparable. Just so long as the person concerned has arrived at that conclusion themselves and not due to undue influence from somewhere, or conflicting financial interests, or similar. However, if a Board member perceives that 'the community' and the WMFs mission are in conflict, they must prioritise fulfilling the WMF's mission. To apply this to the Movement Charter situation, there are 2 ways the Board could fail to comply with their duties. [Just to be clear, I think they are complying with their duties fine, even if I disagree with the decision they end up making, these are just illustrative examples] 1) Board members could look at the MCDC's draft charter and think they are obliged to say yes because the MCDC drafted it. This would be failing in the Board's duty to apply independent judgement in the best interests of the WMF's mission. 2) Board members could look at the draft charter and think that, because it costs money the WMF could spend elsewhere and potentially restricts the WMF's own scope, they are barred from saying yes to it. This would be failing to look at the whole context of the WMF's ability to fulfull its mission. Essentially the Board members have to look at the facts and the context and make a decision about what they think is the best path to achieving the WMF's mission. So long as they do that, they are behaving correctly and legally as Board members. Regards, Chris On Wed, Jun 26, 2024 at 2:33 PM Robert Levenstein <[email protected]<mailto:[email protected]>> wrote: James Heilman <[email protected]<mailto:[email protected]>> wrote: > All boards members of the WMF are required legally to represent the > interests of the WMF no matter how they arrived on the board. However, when > I was on the board I viewed the best interests of the foundation and > community as inseparable as neither can succeed without the other. Could we please have a lawyer explain how that works? If a Board member believes that the interests of their community electorate and the Wikimedia Foundation as it currently exists are at odds, are they allowed to vote in favor of the community? If not, why not? _______________________________________________ Wikimedia-l mailing list -- [email protected]<mailto:[email protected]>, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l Public archives at https://lists.wikimedia.org/hyperkitty/list/[email protected]/message/5SWMIMT3GQ4T6KW2P7UGS4Q4AI2D5GGK/ To unsubscribe send an email to [email protected]<mailto:[email protected]>
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