Talk:EGM 2013/Resolutions

Background

These are a set of draft resolutions which have been drafted by our lawyers Stone King, which would if passed bring into effect parts of the Governance Review recommendations, specifically those which would affect the 2013 AGM elections, and also fulfill the longstanding commitment to review the voting system we use. Comments are very welcome, whether on the drafting of these motions, or on substantive alternatives that the EGM ought to consider. The comments already there in italics are Stone King's commentary. I have not reviewed these changes in detail myself yet, I wanted to get them up here as soon as possible for public discussion. The Board will decide what motions to put to the EGM in time for the formal deadline for the meeting. It would also be sensible to move an amendment to the Election Rules at the same time. The Land (talk) 20:09, 6 March 2013 (UTC)

Amendment: resign vs retire

16.4 If some Directors appointed at an Annual General Meeting are required to resign retire at the next Annual General Meeting under Article 16.3,

Deryck Chan (talk) 20:59, 6 March 2013 (UTC)

I think "Directors" should read "Elected Directors" in several places in 16.3 and 16.4, as well. --Tango (talk) 12:40, 7 March 2013 (UTC)

None of these suggestions have made it to the resolution. Boo. Deryck Chan (talk) 19:00, 20 March 2013 (UTC)

Who?

The Land (talk) 20:09, 6 March 2013 (UTC)

That would be Chair of the Board? Gordo (talk) 09:29, 7 March 2013 (UTC)

Yes, I thought you knew? I'm against putting titles of any sort in signatures, and I would hope that the handful of members who are interested in looking at pages on WMUK are familiar with who was most recently elected to the board, though if in any possible doubt they can click on the link. Posting this page need not have been done by the Chair, so emphasising that the Chair has posted this does not make any material difference to its status, in particular the board of trustees has not agreed it, yet. Thanks --Fæ (talk) 14:48, 7 March 2013 (UTC)

Proposed Articles 16.3 and 16.4

I think there is a drafting error in 16.3 which fails to distinguish between "maximum size of the Board" and "maximum number of Elected Trustees", assuming that 14.3 passes. The proposal at present would require that if fewer than 3 Elected Trustees are not due for re-election at an AGM, then 5 of the Elected Trustees will have to retire at the next AGM. This cannot "have the effect of balancing the numbers of Elected Directors stepping down each year, so that no more than half the maximum number of Elected Directors should retire each year" as Stone King suggests. The part which states:

• "half the maximum size of the Board (rounded down, if necessary)"

should read:

• "half the maximum number of Elected Trustees (rounded down, if necessary)"

if it is to attempt to rebalance the number of Trustees due for election each year to be closer to half.

The reason that the number of Trustees due for election in a given year will vary from approximately one-half is that Trustees step down before the end of their term. The problem of lack of continuity on the Board will not be solved by forcing Elected Trustees into shorter terms; on the contrary, if we wanted a scheme to improve continuity, then we should be considering a standard term of three years - not at all uncommon for directors.

On balance, I don't think that proposals 16.3 and 16.4 are at all helpful under present circumstances. If we ever found ourselves with a very settled board, or the likelihood that an upcoming AGM would have to elect too many new Trustees, then we could revisit the idea of changing the standard two-year term for some of the Trustees. In the meantime, I'll be opposing 16.3 and 16.4 as very unlikely to achieve their intended purpose. --RexxS (talk) 15:31, 7 March 2013 (UTC)

It's not about having to elect too many new trustees, it's about having to elect too few. The clause is there to ensure the 2 year terms stay staggered and we don't end up with no (or few) seats available up for election in some years. And, as I pointed out to Andrew on the mailing list, it's not new. It's in the current Articles and has been there since we introduced multi-year terms. --Tango (talk) 21:45, 7 March 2013 (UTC)

Having to elect more than half new trustees one year is what leads to having to elect less than half the next. They are inextricably linked so trying to unpick them is futile. The clause may be intended to keep the two-year terms staggered but fails epically as long as we have loss of Trustees during a year, and as a side-effect increases the churn by forcing some newly Elected Trustees into one-year terms. You seem to think that short terms benefit to the charity, but they don't, and the fewer Trustees that we have to replace each year, the happier we should be, so I don't share your evident worry about not having enough elections in a given year. I'm told by Greyham that the preferred term in the charities sector is actually three years, and I believe that increasing the stability of the Board is far more beneficial to WMUK than pandering to unnecessary paranoia about the need to replace the entire board - as if section 168 didn't already cover that in any case. --RexxS (talk) 22:45, 7 March 2013 (UTC)

The first resolution to move to two-year terms was formally proposed by me, so I would ask that you refrain from making assumptions about what I think - you clearly aren't very good at it. You also don't seem to understand what the rebalancing clause does... I thought it through very carefully when I wrote it and am I entirely confident that it does what it is intended to do. --Tango (talk) 14:09, 8 March 2013 (UTC)

Your confidence is clearly misplaced, so it looks like I'm going to have to spell it out to you. Let's say that at the 2013 AGM only 2 Trustees (call them A and B) are not retiring. This triggers 16.3 because half of 7 (maximum number of Elected Trustees) rounded down is 3. So when the 5 new Elected Trustees (let's call them C, D, E, F and G) are elected, 16.3 requires that a number of them will have their terms reduced to one year. That number is half of 11 (the maximum size of the Board) rounded down (i.e. 5) less the 2 who are not retiring in 2013. Now 5 - 2 = 3, so 3 of the newly Elected Trustees will serve for one year (let's pick C, D, and E). So at the 2014 AGM the Trustees due to retire are A, B (who finish their 2-year terms), C, D, and E (who finish their 1-year terms). Therefore at the 2014 AGM, only F and G are not retiring, so that triggers 16.3 ... and it triggers in every subsequent year. So please don't give me this crap about my lack of understanding; you should realise that personalising these debates as you have done will come back to bite you. You didn't think it out carefully enough, nor did you check the potential consequences of the system your are advocating. I'll be satisfied with a simple striking of your misrepresentation of my deductive abilities; your apology is not required. --RexxS (talk) 15:27, 8 March 2013 (UTC)

I think I know what I think better than you do... I was talking about the clause with the typo you pointed out corrected, since it's very obviously just a typo - the lawyers have missed several places where "Directors" and "Board" need to be changed to "Elected Directors". There is nothing fundamentally wrong with the rule, other than a typo. --Tango (talk) 15:33, 8 March 2013 (UTC)

Ah so it's the lawyers' fault now? The "typo" that I pointed out above? And that makes me the one who doesn't understand? You really need to quit the insults and back-pedalling. I dispute that there's "nothing fundamentally wrong with the rule". As I have already shown, the rule produces more elections than would occur without it, and that "churn" is the fundamental flaw that I object to. You were on the board two years ago, so tell me, how many members of the Board from March 2011 are still Trustees? One? Not only that but I can count at least seven more Trustees who have come and gone since that time. We are turning over virtually the complete membership of the Board in less than two years and there is no continuity. Everyone can see that. Yet you want a system that kicks in at the exact time where most trustees places are up for election, and results in even more turn-over the following year when we need stability instead. What's really needed at such a time is to not to reduce some of the terms to one year but to extend them to three years to improve stability. You hold the concept of "balance" to be valuable - "balancing out the number of elected places each year" - well, it's not only not valuable, it's destructive by destabilising the personnel on the Board. 'Balance' is an abstract principle that has no intrinsic worth and needs to be evaluated by its consequences. In this case the consequences are to further aggravate the difficulties that trigger its enactment. I explained what happens when your scheme went wrong through the "typo". Exactly the same thing happens without the "typo" if we lose just two Elected Directors during the course of a year - and a sample of the past few years shows that we do a lot more than that. The reality is that 16.3, if enacted, would trigger far too regularly and would simply ensure that very few Elected Trustees would serve two-year terms. If you want to make sure we get through the limited pool of volunteers willing to serve as quickly as possible, then just propose we go back to one-year terms. That would at least be upfront, rather than trying to achieve that goal through back-door means like 16.3. --RexxS (talk) 17:07, 8 March 2013 (UTC)

It was hard enough getting two-year terms past the members - you'll never get removing the balancing past them. --Tango (talk) 18:17, 9 March 2013 (UTC)

Hmmm.

I think it would make better sense if the new 16.3 said " ...then a number of Directors appointed at that Annual General Meeting equal to half the maximum number of Elected Directors (rounded down, if necessary) less the number of Elected Directors not retiring shall be required to retire at the next Annual General Meeting." That would mean that in your scenario, Doug, of the five new elected trustees in 2013 only one would have a one-year term, and A, B and E would be up for re-election in 2014. Then we would end up back in the right cycle and absent any further resignations everyone elected in 2014 and thereafter would expect a two-year term.

How does that sound? The Land (talk) 19:04, 9 March 2013 (UTC)

Apart from fixing the obvious error Doug already pointed out, what have you changed? --Tango (talk) 19:10, 9 March 2013 (UTC)

I'll confess I wasn't quite sure what the point under discussion was. If we're all agreed there's a drafting error and correcting it will mean the resolution has the desired effect, then great. The Land (talk) 20:11, 9 March 2013 (UTC)

(edit conflict) The problem remains, Chris, that this clause is triggered when the board has more places up for election than the 3 or 4 we would get if half the terms finished each year - in other words: when we have more trustees standing down than expected. The effect of the clause is to increase the number of trustees required to retire at the next AGM, thus increasing the turn-over of trustees at a time when we already have more trustees retiring than we would want. That decreases the stability of the Board, and I find that a very poor trade-off against the abstract "benefit" of balancing the numbers retiring each year. In fact, if we wanted to do that, then as I suggested above, we should be using the trigger to extend some terms to three years, not shortening them to one year. That is how you increase stability, although it would take an extra year before the pattern was restored to electing 4 places one year, 3 the next. Any of Tom's arguments would make sense if we were a Board that had remained unchanged for many years and needed fresh blood, or if there were huge numbers of members clamouring to be elected to the Board. My perception of the situation is the diametric opposite of that, and we need to take measures to improve stability. I'd be interested in hearing Greyham's perspective on these issues, but I suspect that anyone from the conventional charities sector would find our Articles bizarrely designed to ensure that we retain trustees for the shortest time possible. YMMV --RexxS (talk) 20:12, 9 March 2013 (UTC)

The clause does what it is intended to do, which is to ensure the board remains accountable to members via elections. If we don't have a significant number of seats coming up for election each year, then members don't have an easy way to influence policy. It does reduce stability, that is true, but that was a conscious choice - we chose to increase stability by moving to two year terms, but we limited that a little in order to retain a certain level of accountability. That may well be unusual for "conventional charities" but we aren't a conventional charity - we are a charity that exists to serve a movement and we need to be accountable to that movement in order to work effectively. --Tango (talk) 20:42, 9 March 2013 (UTC)

Empty phrases. Every charity thinks is different from the others, but the truth is that they have a lot in common and the need for stability exists in all of them, Three year terms are the norm. The clause has the effect of reducing the stability of the Board and nothing else. There is already the provisions of section 168 of the Companies Act if it's really necessary to hold Trustees accountable and we don't need to have most of them up for re-election every year to accomplish that - as if it would actually have that result. If you want to influence policy, then discuss it and encourage others to participate as well. The threat of not being re-elected means nothing to those who would welcome the chance to step away from the responsibility, thankless work, and death threats. It discourages any others from taking unpopular action even when they know it is in the best interests of the charity. The unpalatable truth is that these are destructive clauses that will have a very negative net value for the charity. --RexxS (talk) 02:46, 10 March 2013 (UTC)

I am well aware of the importance of stability - that is why, as I've already pointed out, I originally proposed to move to multi-year terms (and I did seriously consider 3 year terms, but didn't propose it in the end because I didn't think members would go for it). Stability has to be balanced with accountability, though. S168 is an important safety net, but it is quite difficult to use and only really works as a last resort when things have gone seriously wrong. There is more to accountability that being able to deal with rogue board members - you also need to be able to deal with the overall position of the board having shifted away from where members want it to be. --Tango (talk) 14:19, 10 March 2013 (UTC)

This may suffer with TLDR during the EGM, we certainly will not have time to reiterate over a lengthy debate for the benefit of members present. Whoever feels strongly on the pro or con side of any resolution or additional amendment thereof, may need to think of how to capture any issue in a 30 second elevator speech. Even if this reaches a consensus here, the same debate may flare up and it may be worth having a pithy summary at your elbow. Cheers --Fæ (talk) 07:34, 10 March 2013 (UTC)

That is why I've been saying we need to have proper discussions before we vote. Thirty seconds is not enough time to discuss such fundamental issues about how our charity is run. A well attended workshop to discuss all the issues in advance of any decisions about what to put on the formal agenda would resolve that problem nicely. --Tango (talk) 14:19, 10 March 2013 (UTC)

Status of replacement Directors

In discussion we have been using the phrase "Co-opted Director" for those appointed under both article 17.2 and 17.5. I'm going to suggest that the confusion and lack of clarity in other clauses caused by this should be eliminated by stating clearly that a Co-opted Director is only one appointed (with a two-year term) by means of 17.2, and recognising that those appointed through section 17.5 are Elected Directors (albeit replacements, whose term ceases at the next AGM) for all the purposes of these articles.

• Amend the final sentence of 17.5 to read "A replacement Elected Director so appointed must retire at the next annual general meeting."

The existence of such replacement Electors Directors is not recognised by 16.3, either. If 16.3 were to be consistent it would have to read:

• "... Directors not retiring at an Annual General Meeting, due to not being required to retire by Articles 16.1 and 17.5, and not choosing to retire voluntarily, ..."

This would mean that seven Trustees would be of type "Elected" and three (or rarely four) would be of type "Co-opted" for all purposes, and we would discontinue using the co-opted label for those appointed as replacements for Elected Directors. Thoughts? --RexxS (talk) 16:41, 8 March 2013 (UTC)

Makes sense to me. The Land (talk) 22:20, 9 March 2013 (UTC)

The precise terms of the election shall be determined by the Board

EGM 2013/Draft Resolutions#Change to voting system - replacing Approval Voting with STV currently says...

4) Article 17 shall be amended to read:
17.1 The Members of the Charity shall elect Elected Directors according to the Single Transferable Vote system, as propounded by the Society for Electoral Reform, but the precise terms of the election of which shall be determined by the Board and detailed in regulations issued by them for that purpose. The results of each such election shall be declared as soon as practically possible after the vote has closed and the successful Elected Directors duly be appointed with effect from the end of the AGM at which the results are declared.

So the board can change the version of STV to be used. In theory they could choose a system that benefits incumbents, or even a powerful subset of incumbents. I am not saying that they will, but avoiding this sort of things is surely the whole purpose of having a written constitution.

What was wrong with specifying "ERS97 variant of the single transferable vote system as implemented by the OpenSTV software"?

Yaris678 (talk) 14:50, 11 March 2013 (UTC)

Hi Yaris. Yes, that's a good point. Currently neither the system not the details of election rules are defined in the Articles - they are all in the Election Rules, and which requires a Special Resolution to be changed. James Farrar has kindly drafted revised Election Rules for STV and it might be just as good to simply adopt these revised Election Rules rather than amending the Articles in this way. (There is no particular need for the Articles to spell out the electoral system, when there are regulations that do this just fine).

The chance of the Board deliberately manipulating the Election Rules for nefarious purposes is, I hope, a remote one. But equally I am not sure how much value there is in the Board being able to make amendments to the Election Rules without asking the members.

Any other thoughts on this? The Land (talk) 16:59, 11 March 2013 (UTC)

There's a reason why the existing election rule were adopted as a special resolution, precisely so that while not part of the Articles would still requires 2/3 majority of the voting members to change. Make adopting of any relevant revised rules a special resolution at the EGM would be fine. -- KTC (talk) 18:10, 11 March 2013 (UTC)

Thank you for your replies. Based on what you say, I think EGM 2013/Draft Resolutions#Change to voting system - replacing Approval Voting with STV should either be dropped or renamed and replaced with something like this:

4) Article 17 shall be amended to read:
17.1 The Members of the Charity shall elect Elected Directors according to the Election Rules.

For comparison, 17.1 of the Articles currently reads "The charity may by ordinary resolution appoint a person who is willing to act to be a Director"

I was considering sticking something in about how the election rules can only be changed by special resolution, but I see that is already covered by special resolution 2 at Meetings/2009 AGM/Notice.

Yaris678 (talk) 19:01, 11 March 2013 (UTC)

Thanks to everyone for their input. I have revised the draft resolution so that instead we are amending the Election Rules - I amended James F's draft very slightly. The Land (talk) 11:37, 15 March 2013 (UTC)

What if lots of Elected Directors resign?

Something that's been mentioned to me is "What do we do if lots of Elected Directors resign in the middle of their term?" - there could in theory be a scenario where 3 co-opted and 2 elected trustees end up co-opting up to 6 more trustees to fill casual vacancies, which would be substantially less than ideal, particularly if it happened a long time from the next planned AGM.

It might be possible to introduce a provision where if 4 or more elected trustees resign mid-term, an EGM is automatically called for fresh elections.

However, I am not sure whether this would be necessary. In such circumstances, the Board could call an EGM, or indeed 5% of the membership could do so (while this isn't spelled out in our Articles, it is there in s303 of the Companies Act 2006) so I'm not sure there would be any point in making that process automatic. What do people think? The Land (talk) 17:17, 11 March 2013 (UTC)

Any organization that attempts to define processes for every hypothetical scenario is not only doomed to fail, but will rapidly find that the process are not implementable when things start going wrong, as they were just too darn hypothetical. The EGM process is an easy back-stop for many disastrous scenarios and I suggest this is all that is necessary and sufficient for this hypothetical problem.

There is a risk that we have such a complex set of articles and supporting pack of policies and processes (where we can tell the difference) that we will only attract trustees with a passion for constitutional law, or trustees that are happy to entirely rely on the advice of our self-declared constitutional wikilawyers rather that rely on their own judgement; not a desirable future for the board of trustees even with the help of a future GovCom. Thanks --Fæ (talk) 18:17, 11 March 2013 (UTC)

I agree, it's far too complicated to come up with a set of rules that will work in every situation without leaving any discretion. We don't want the Articles for force an EGM on us a month before the AGM, for instance, so you would need a rule to avoid that. Three people resigning the day after the AGM is a much bigger problem than 4 people resigning spread out over the year, so you would want to rule to cover that. Etc., etc., etc.. It's much more practical to give the board some discretion over when it is necessary to call an EGM and rely on the members' statutory powers to act as a safety net if the board goes rogue. --Tango (talk) 13:37, 15 March 2013 (UTC)

Thanks both. Basically I agree that specifying anything is unnecessary, but thought it was worthwhile asking the question! The Land (talk) 16:58, 16 March 2013 (UTC)

Number of directors?

These resolutions would mean that we'd normally have a board of 10 members. Is that the right number? The review recommended 9 (6 elected, 3 co-opted) - would that be a better number to go for? We've always gone for odd numbers in the past (5, then 7) on the basis that it avoids the risk of a draw in a board vote, although in practice we do aim for consensus so this might not be essential. Thanks. Mike Peel (talk) 11:14, 15 March 2013 (UTC)

In Compass's "Characteristics of givernance" (page 9 of the review for those following closely ;-) ) it says "8 to 12 Board members". Their recommendation in our case was 9 (6 elected and 3 co-opted). The case for 10 rather than 9 is that it doesn't involve reducing the number of elected directors from the current number. I can see the argument for having an odd number of directors to avoid ties, but we have had 6 directors more or less continually since September, and I can't recall there being a tied vote. Ultimately we have to pick a number! The Land (talk) 11:25, 15 March 2013 (UTC)

Based on our history of Board membership over several years, there is a significantly greater than 50% probability that a Board of 10 trustees created shortly after the AGM will not stay static at that number for the whole year. In the light of this reality, the hypothetical problem itself would at worse only be a transient issue. I would like to point out that were the board to reach a draw in numbers during any vote, then the resolution is not in limbo as a 'draw' but fails under the conventional (n+1)/2 rule, unless an alternative process is agreed in advance for that vote. Thanks --Fæ (talk) 15:25, 15 March 2013 (UTC)

Change of name

We decided at the 2012 AGM to change the charity's name to Wikimedia UK. However, I think we missed that this also involves changing the Articles, and the resolution didn't include a mention of those changes. Do we need to pass a resolution like the following to close this off?

Whereas the name of the Charity was changed from Wiki UK Ltd to Wikimedia UK at the 2012 AGM;

Whereas this requires an update of the Articles;

This meeting resolves that the Articles will be modified as follows:

1. To change "ARTICLES OF ASSOCIATION OF WIKI UK LIMITED" in the Introduction to read "ARTICLES OF ASSOCIATION OF WIKIMEDIA UK"
2. To change M1 to read "The company's name is Wikimedia UK (and in this document it is called the Charity)"
3. To change Article 11.2 to read "Wikimedia UK" where "Wiki UK Limited" is currently mentioned
4. To change Article 29 to read "These Articles are to be interpreted without reference to the model articles under the Companies Act, which do not apply to Wikimedia UK"

Thoughts? Thanks. Mike Peel (talk) 20:24, 15 March 2013 (UTC)

Perhaps a quick query with Companies House will give us an answer? Depending on interpretation, "by Special Resolution, to change its legal name from ..." could be enough to imply the change applying to all relevant area as well such as the AoA. -- KTC (talk) 20:53, 15 March 2013 (UTC)

Maybe. I'd hope to avoid ambiguity here as much as possible. Thanks. Mike Peel (talk) 21:07, 15 March 2013 (UTC)

Alternatives to Resolution regarding the composition of the board

First of all, the resolution is unclear to me what exactly it aims to achieve (what problem does it try to resolve). I assume that following recommendations isn't an aim on itself. The resolution should (in my humble opinion) include such.

Secondly, I would like to know what other alternatives the board has researched to achieve the same aims, with less implications for the democratic foundations of the organization. For example, if the aim would be to guarantee a full set of certain skills, this could also be achieved by having separate elections for specific positions (similar to Wikimedia Deutschland and Wikimedia Australia) such as the treasurer. Another option would be to implement 'advising board members' which do have the right to read all communication and attend all meetings (including in camera sessions), but do not have the right to vote. I realize this might not be a common solution for a UK charity, but I do not think Wikimedia UK should always strive to be a common UK charity, as long as the checks and balances are taken care of. Lodewijk 17:18, 3 April 2013 (UTC) (speaking purely as a member of Wikimedia UK, not as a member of the Affiliations Committee which will have to sign off on any changes like this)

Thanks for raising these questions. I believe the main reason the resolution has been written this way is to respond promptly and directly to the governance review recommendations which were both costly in time and use of donated funds. This is not a good aim, but it is a reason. You will note that per Minutes 26Mar13 I was the only trustee that abstained, my reasons given as "Fae explained his abstention: he did not feel that he had been given enough time to read the resolutions and make an informed decision." I am aware of ethical issues that some of our members have with this proposal, and I have yet to consider myself in a strong enough position to argue cogently for these specific changes, however I support the joint decision of the board to propose this, particularly as this is not a "done deal" but a resolution to be voted on by the members and though sensible, may not be considered preferable by the members.

Assessing the benefits of different board structures without losing or damaging our "democratic foundations" is something that I do not believe can be considered completed, as we have not gone through a process of proposing different solutions. However we are faced with practical deadlines, though I abstained, I did not vote against this resolution as it has much to recommend it. I do believe that the "new" Board of Trustees to be established after our AGM, needs to do more work on this and to be open to refining and adapting further depending not just on perceived charity best practice, but as you point out, reflecting more of our strong values and representing our members and the highly diverse wider community with a stake-holding in our open knowledge programmes. Should I remain on the board, I will do my best to ensure this is not forgotten.

By the way, I may be mistaken, but I do not believe the UK Board of Trustees has discussed a "sign-off" by the Affiliations Committee, thanks for pointing that out as something we need to arrange. --Fæ (talk) 19:06, 3 April 2013 (UTC)

I'm not sure where you got the idea that AffComm has to sign off on this. The Chapter Agreement requires Wikimedia UK to advise the Foundation of any such changes, that is all. --Tango (talk) 20:16, 3 April 2013 (UTC)

I would personally be happy to be advised by AffComm as to what they believe their power and authority in the governance structures of the UK charity are, rather than attempting to work it out for myself. Perhaps Lodewijk can arrange for that advice as the board and staff available are quite stretched? I think that WMF legal are very familiar with the recommendations, but I agree that it would not hurt to advise them in writing about these resolutions and the outcome of the members vote, just to cover all the bases and avoid the chance of later criticism or allegation that there was any possible failure of communication or good faith attempts to inform interested parties. Thanks --Fæ (talk) 20:26, 3 April 2013 (UTC)

I am unsure as to the need for AffCom to sign off on changes to our governing documents... this will need checking. If it is necessary, then Jon (or the Chair, as appropriate) will contact AffCom through official channels if necessary (in line with the Governance Review recommendations), rather than it being done ad-hoc through the water cooler. Richard Symonds (WMUK) (talk) 20:44, 3 April 2013 (UTC)

I apologize for the confusion caused by my un-careful wordings. Signing off is probably not a correct phrasing, but as Tango indicated correctly, the WMF (AffCom) needs to be informed of changes in bylaws and equivalent documents, and such information could potentially lead (in an extreme case) to a reconsideration of the chapter status. No active agreement or resolution is required. I just wanted to clarify that my hesitation regarding this resolution is from a different point of view (that of a member of this association). I don't and didn't doubt that this was already part of your process if/once approved by the members. I will obviously excuse myself from such process/discussions.

To go back to my original point (from a personal perspective again), I do hope that someone will be able to provide a good explanation of what problems this resolution aims to solve (maybe not in detail, but at least broadly). I myself didn't study the recommendations in detail yet, and I don't think you should expect that from all voting members either. I do appreciate that the effort and funds were spent, but I hope you'll forgive me to not accept this simply as an argument from authority. Lodewijk 21:29, 3 April 2013 (UTC)

Richard, could you please highlight where in the governance review recommendations it might be read as stopping a trustee of the UK chapter from using the Water cooler or other channel, whether "official" or not, to raise a simple question of AffComm? I do not recall a recommendation that I read that way. As a trustee, I would be happy to talk further on this interpretation, once I have the text you are referencing in front of me. Thanks --Fæ (talk) 22:28, 3 April 2013 (UTC)

I think you've misread what I've written, Fae: let me clarify. There is no problem with a trustee, as a volunteer, communicating with whomsoever they like. But I don't think that you should be asking Lodewijk to go to AffCom to ask for advice on WMUK's behalf. The review stated that "Key managerial and operational communication with the Wikimedia Foundation should usually be handled by the Chief Executive... Governance level communication should be handled by the Chair or an individual delegated by him or her and copied to the Chief Executive.". I see AffCom as a (rather independent, admittedly) committee of the WMF, and so asking for advice should be done through proper channels in line with that recommendation. If I'm mistaken in my interpretation, though, let's not hijack Lodewijk's question thread: interpretation is best a discussion to be had on the board list with the full board (including Greyham and Saad, who don't read this page), and led by the chair, rather than with me, here and now! Richard Symonds (WMUK) (talk) 23:58, 3 April 2013 (UTC)

I suggest we may be able to draw a distinction between the Board (as an entity) communicating with WMF on key managerial, operational or governance issues, and a volunteer (who may happen to be e.g. a Trustee or staff) openly exchanging thoughts with another volunteer (who may happen to be e.g. a member of AffComm or WMF, etc.). In the former case, I'm inclined to support keeping the communications to a well-defined channel - such as via the Chair or CEO as the Governance Review recommends. In the latter case, clearly their backgrounds can inform their opinions, but we should be able to view the exchange on the casual level in which it is conducted. I'd rather err on the side of opening up debate, rather than stifling it, but I am conscious we are in danger of hijacking Lodewijk's thread (which I have found very interesting). Enough from me. --RexxS (talk) 00:29, 4 April 2013 (UTC)

+1 (writing here as a trustee, not a random volunteer) --Fæ (talk) 00:41, 4 April 2013 (UTC)

To answer Lodewijk's original point - I wrote the following email on the wikimediauk-l list a few weeks ago, which sets out my own rationale for supporting these changes;

"The ultimate goal, to which this proposal is an end, is broadening the skills and experience available on the Board. In the light of the experience of the last year, I personally think that's an important goal and it is important that we do that. Indeed, if we'd had a couple more voices on the Board in the last year with more prior experience of charity governance then I think we might well have approached some issues differently and saved ourselves, the membership, and the community a lot of trouble.

It's quite possible to argue that it ought to be possible to elect people with an appropriately broad range of skills and experience from on and off Wikipedia, and that is a viewpoint I respect. Our members are very intelligent people and certainly have our mission, values and ethos at heart. My own view, however, is that it would be very helpful to be able to co-opt to fill not just casual vacancies but gaps in experience. Not just in terms of making life easier for the Board - or the Chair or the Chief Executive - but in improving the performance of the Board, and thus helping the whole organisation.

It's also worth pointing out that this recommendation from the Governance Review is adopted by the membership (and, of course, it's the members' decision) the whole Board will remain accountable to the membership - including of course the provisions of s168 of the Companies' Act which mean the membership can if they so wish remove directors. So if the membership really did want to "sack the lot of them" it remains possible. Speaking personally, I'd like to think I would step down voluntarily long before there was any feeling of "you have sat here too long for any good you have been doing"."

Regards, Chris The Land (talk) 16:25, 4 April 2013 (UTC)

Thanks Chris for that. (I must admit I don't read all emails on wikimediauk-l, so repeating such information is helpful). I hope this goal will find its way into the considerations of the resolution.

The question that didn't get answered yet though, is to which extent alternatives have been considered. When it comes to filling gaps in experience, the opportunity of appointing advisers comes especially to mind. Or a situation where the board is allowed to nominate someone to the Annual General Meeting - outside the regular election process (so that the General Meeting still has the last word on it). Or even a combination of the both. Maybe other options are out there too? Did you research alternatives, and if they require a change of the constitution, would it make sense to offer that as an alternative to the Assembly? Lodewijk 19:41, 4 April 2013 (UTC)

A number of different suggestions have been floated at different stages, including using our not-very-well-defined Associates system to bring in additional expertise. The governance review considered all aspects of our governance, but we asked them to give us recommendations, not a set of options. There are of course an indefinite number of ways of organising the chapter and I wouldn't claim we have explored every possible scenario.

I was hoping that the discussion on this page might result in some alternatives being put forward - and actually we did change tack on how to handle the change to the election rules as a result. But no-one has suggested alternatives for the size of the Board and for co-opted Board members, and as a result we have a vote on these motions and not on other possible scenarios. The Land (talk) 10:31, 10 April 2013 (UTC)

• It's a shame the resolution to have less than half the board up for election at any one time has been bundled with some comparatively routine housekeeping. Realistically, a s168 resolution would only pass in extraordinary circumstances, so this resolution significantly impedes members' democratic right to remove trustees they are displeased with, but who have not misconducted themselves to the level a s168 resolution might succeed. Essentially, it makes it impossible to significantly alter the board at any one AGM, and allows an unsatisfactory trustee to continue in office for three years before they can be replaced through normal processes. I oppose this resolution, and I feel that it would significantly devalue membership to the extent that I do not think I could see the merits in paying to remain a member. Harry Mitchell | Penny for your thoughts? 18:30, 9 April 2013 (UTC)

Where do you get the 3 years from? --Tango (talk) 20:52, 9 April 2013 (UTC)

Having all the trustees up for election at every AGM is less stable for the charity in my view, though I'm not sure your objection is about that. Are you objecting because of the number of co-opted trustees may reduce the democratic mandate of the board or for another reason? --Fæ (talk) 22:45, 9 April 2013 (UTC)

Perhaps I've misread, but it looks to me like this resolution would mean it takes three election cycles to get an entirely new board if the membership is dissatisfied with the incumbent board. I understand the need for stability, but I think the present system (four of seven up for re-election every year, which leaves three in office even if the other four aren't returned) delivers that without disenfranchising the membership. I have no problem with co-opted trustees, I think it's a very good idea. Harry Mitchell | Penny for your thoughts? 23:17, 9 April 2013 (UTC)

All this mention (here and elsewhere) of stability carry with it an implicit assumption that I disagree with. First, just because trustees are up for election doesn't mean they won't necessarily be returned by members. If they are returned, how does the fact that they are up for election affect stability? Secondly, normally stability is all well and good, but if the charity is such a state where the members choose to vote for a completely new board, then I would argue the circumstances are such that stability of the existing trustees are bad for the charity. KTC (talk) 08:54, 10 April 2013 (UTC)

Does this mean that you will also be voting against the resolution?

In terms of "stability", my major concern the last time we had all trustees up for re-election was whether the Treasurer and Secretary would be able to continue supporting the board after the AGM. However you cut it, the potential for losing continuity in these roles and being unable to plan succession is a risk to stability. Moving to 2 year terms has enabled a reasonable level of succession planning and means the board can be assured that we are not effectively at risk of having a memory-wipe at change-over. You will note that the charity has a weak record on keeping trustees who do step down at an AGM in the loop for handover or advice for those taking over their board role or area of specialism. Thanks --Fæ (talk) 09:10, 10 April 2013 (UTC)

I haven't decided which way to vote or if I'm voting. :) KTC (talk) 09:45, 10 April 2013 (UTC)

Harry - it's worth noting that the resolution doesn't change anything in that regard from the current system (i.e. the one passed at the 2012 AGM). Trustees would serve 2-year terms by default, with the potential for 1-year terms for some if 5 or more Trustees needed to be elected in one year. We have consciously not touched this in these motions. Oddly, though, this non-change has resulted in more discussion than any of the substantive changes that would actually be made. The Land (talk) 10:31, 10 April 2013 (UTC)

How the vote works

There seems to be an assumption above that members will be either voting for or against the resolution. I am unclear how this works, I would have expected several votes as there are several resolutions being put forward rather than just one (it looks like 3 resolutions being proposed to my eyes). Could someone confirm the process? Thanks --Fæ (talk) 09:35, 10 April 2013 (UTC)

There are three resolutions being proposed, which will be voted upon individually - look for the line starting "This motion is a Special Resolution..." which precedes each resolution. Thanks. Mike Peel (talk) 10:11, 10 April 2013 (UTC)

Thanks, this was my expectation, I just had not noticed it being spelt out. Folks may wish to revisit their comments above to clarify if their concerns or questions only relate to a subset of the resolutions, rather than all of them. --Fæ (talk) 10:55, 10 April 2013 (UTC)

Having said that, the way that the resolutions have been written mean that they are reliant on each other. The scenarios here (numbering the resolutions as 1 = Number of Directors, 2 = Composition of the Board, 3 = election rules) are:

• 1, 2 and 3 pass. We then have 7 elected and 3 co-opted board members (with the option for a fourth co-opted trustee), and voting by STV. Everything is OK.
• 1 and 2 pass, 3 doesn't. We have 7 elected and 3 co-opted board members (with the option for a fourth co-opted trustee), and voting by approval voting. Everything is OK.
• 1 and 3 pass, 2 doesn't. We have 11 elected and 0 co-opted board members, and voting by STV. Everything's OK, but not quite as intended.
• 2 and 3 pass, 1 doesn't. The number of directors is specified by 14.4. We have 7 elected and 3 co-opted board members (with the option for a fourth co-opted trustee), and voting by approval voting. Everything is OK.
• 1 passes, 2 and 3 don't. The articles overrule the election rules. So we have 11 elected and 0 co-opted board members, and voting by approval voting. Everything's OK but not quite as intended.
• 2 passes, 1 and 3 don't. The articles overrule the election rules, and the number of directors is specified by 14.4. So we have 11 elected and 0 co-opted board members, and voting by approval voting. Everything's OK.
• 3 passes, 1 and 2 don't. We have an unlimited number of elected trustees, and voting by approval voting. Everyone that gets over 50% of the membership voting for them at the next AGM is appointed to the board. This scenario could be rather interesting...
  • This one is exceptionally <insert word> as an outcome. I really would like to have access to the full legal advice and minutes of the associated meeting(s) as I would have expected this to be raised during the fairly extensive review. Unfortunately I will probably only get around to browsing it well after the EGM. Thanks --Fæ (talk) 19:38, 10 April 2013 (UTC)
    • Actually, I think I got this scenario wrong, as voting would take place using STV not approval voting, which I think means everyone that receives a vote would be elected to the board... Thanks. Mike Peel (talk) 17:43, 11 April 2013 (UTC)
• 1, 2 and 3 don't pass. We continue as at present, with 7 elected trustees, and voting by approval voting. Everything is OK.

In hindsight, we should have better separated the governance review recommendations from the change to STV voting, and had only two resolutions. Thanks. Mike Peel (talk) 18:45, 10 April 2013 (UTC)

Are people starting to see the merits of my "taking our time and getting it right rather than rushing into things" approach? I think 3 passing and 1 and 2 not is a very realistic possibility, and would be a big problem the way things are written. Changing to STV seems to be pretty uncontroversial and will almost certainly pass. The other two changes certainly aren't and have a good chance of failing.

I disagree with your third scenario, by the way, I think the maximum of 7 in the election rules trumps the maximum of 11 in the articles - given two maxima, the lesser of the two will bite, it's only when there is an actual contradiction that the articles always trump the rules, eg. if the articles said a minimum of 8 and the rules a maximum of 7, the articles would win). It is only if the election rules change that we could end up with more than 7 elected board members (I think if motion 2 passes but not motion 3, the old election rules would be interpreted to refer to elected directors since that is the only way they make sense in the context of the new articles).

The current set of motions do not allow the meeting to change to STV while keeping everything else the same (you can have no change, change to STV and 11 board members, change to STV and unlimited board members, or change to STV and have 7 election and 3 co-opted board members, but not change to STV and have 7 elected board members and 0 co-opted). Since that is a scenario the meeting may well want to adopt (it is my prefered scenario), it not being an option is a big problem.

Can we cancel the EGM and, as I suggested from the start, use the time for a proper discussion so we can actually get things right? --Tango (talk) 11:27, 11 April 2013 (UTC)

When the Review of Governance was published, I don't remember a huge outcry from the membership demanding that the Board reject it. The Board accepted the review and committed itself to implementing its recommendations, one of which (4.2.1 recommendation 9) states:

• "The company members of the organisation should be asked to agree to changes to the Articles so that three trustees can be directly appointed by the board (i.e. co-opted). This would help to ensure that, following elections, the board has the skills and experience required to deliver its future plans. In the first instance these three members of the board should be sought by public advertisement, if necessary with support from external recruitment consultants. Provision may need to be made to ensure that all their terms of office do not end at the same time."

The first two resolutions are the result of the Board carrying out its commitment. The review has been available since early February and these motions have been advertised since early March. It is now mid-April and you have waited until now to express your dissatisfaction with the Review recommendations and the Board's commitment to implement them? I don't believe that it benefits anyone to prevaricate for months on end. You've seen the lack of debate on the review over the last two months, and yet you suggest we need to wait more and have another fallow period of non-discussion. If you want to reject the Governance Review (or part of it), start a debate; bring a motion to the AGM and see how it fares. If you want a system of 7 Elected, 0 Co-opted and STV, bring a motion to achieve that to the AGM and put it to the test. There's still plenty of time for AGM resolutions and a surrounding debate. --RexxS (talk) 16:59, 11 April 2013 (UTC)

Could you point me to the minutes where the board "accepted the review and committed itself to implementing its recommendations"? I have spoken out plenty of times that this is being rushed and that we should slow down and have some proper discussions about what we want to do. I didn't notice the problems with the drafting until Mike pointed them out, but I did point out the risks inherent in rushing major decisions like this. You are right that there hasn't been much spontaneous discussion, but that isn't surprising. This is a very complicated topic and it isn't easy to just dive in and start discussing it at random. The board should be leading a proper consultation process. --Tango (talk) 17:54, 11 April 2013 (UTC)

No, I couldn't. But I can point you to Questions and Answers related to the governance review (7 February 2013 ) which contains this:

• "Q: What are the immediate outcomes of the review? Are any actions being undertaken immediately by Wikimedia UK or the Wikimedia Foundation?"
• "WMF and Wikimedia UK jointly undertook this review and the creation of the report with the shared understanding that the recommendations would be reviewed and adopted immediately where appropriate. The Wikimedia UK board will be reviewing the report, and the timeline for implementation of the changes proposed, at their Board meeting on Saturday 9 February. Some of the proposals will need to be discussed by the whole Wikimedia UK membership before they can take effect."

and to meta:Talk:Wikimedia UK/Governance Review discussion #Immediate implementation where that was discussed. There are already multiple notices, blog posts and emails about the Governance Review and at least one centralised discussion area. I'd be happy to hear suggestions for how the Board could do more to lead a "proper consultation process", but preferably not ones that involve hanging around for several months doing nothing. --RexxS (talk) 22:15, 12 April 2013 (UTC)

If we end up with 3 passing but not 1 or 2 then there is still time at the AGM to pass a resolution to set the maximum size of the Board, prior to the election. Not a great bit of drafting here, given the dozens of people who've reviewed these changes, but nor is there a crisis. I am not sure that holding things up another couple of months by cancelling the EGM would help. The Land (talk) 17:28, 11 April 2013 (UTC)

As I see it, the only combination that "causes a problem" is motion 3 passing and motions 1 and 2 both failing. Given that the motions will be voted on in numerical order the logical course of action if motions 1 and 2 both fail is obvious. -- LondonStatto (talk) 07:51, 12 April 2013 (UTC)

My understanding was that we were using ballot papers, so the results of 1 and 2 might not be known until after 3 has been voted on? Or are we using separate ballot papers for each resolution, or some other means of identifying who's a member? (just showing hands won't work since doubtless there will be non-members also in the room...) Thanks. Mike Peel (talk) 09:49, 12 April 2013 (UTC)