This page is for discussing the contents of Wiki Bureaucracy/Bylaws.

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2006-07-21 15:20:35   Who currently has full administrative powers on the davis wiki? —JamesSchwab

I do most of the administrative things right now. AmitVainsencher is a System Administrator which means he has full access to our server and equipment (e.g. he can take the site down for maintenance without having to ask if it's okay). I think it would make sense to have a group of 4 voting members and a general director who vote together (5) on critical administrative matters, and the general director is in charge of doing the sort of things I do (update the server's code, check in other people's changes, manage system admin). This group of five could then vote on all other relevant matters such as finances, veto actions of the general director (e.g. if he/she put ads on the site) and other unforeseen things like future administrative directions (such as incorporation as part of a larger entity and partnerships). —PhilipNeustrom


I think we ought to axe the dictator for life aspects and use the title "General director" instead. I'd certainly like to be removed from any position if I were misbehaving. —PhilipNeustrom


2006-07-21 15:55:39   I like to add some stuff to the amendments. Amendments can be brought up at any time and will be addressed in the quartely meeting. A simple majority will pass the amendment and will be effectively immediately or upon an agreed date. —SimonFung

That sounds good. Maybe say "scheduled meeting" rather than quarterly, though. —PhilipNeustrom


2006-07-21 16:04:00   I am a bit confuse on how many people will be on the board. Is it 9 people or 5 people? —SimonFung

Hopefully it's worded so it makes sense now


2006-07-21 16:12:37   Should there be an article or section on how the officers will be appointed or elected. I suggest the general director should appeal to the members for general adim and then have a election. Term for general admin should be a year(12 months or school year). —SimonFung

There ought to be a difference between elected officers and general officers. In our case, it makes sense to elect the board (which includes the general director) and leave everything else up to them. So we need to specify that the only elected officers are the board and the rest are selected by the board. General officers such as adminstrators and treasurer should be decided by the board. The question now is whether we want to elect the board including the general director at once or staggered. It probably makes sense in terms if keeping things simple to have them elected at the same time.

I suggest: "The General Director shall be selected in a single-winner Choice Voting race and the four remaining board members be selected in a 4-winner Choice Voting race. The election for both the general director and the remaining board members shall occur at the same time."

Should the election be conducted on the wiki itself or in person? Because of the geographical nature of Davis Wiki it may make sense to conduct the election in person? —PhilipNeustrom

I think its a good idea ot have the election in person so that members know who they are voting for. Also Choice Voting sounds like a good idea to elect the board. I also agree that the board should be elected while other postion can be selected by the board. What do others think? —SimonFung


2006-07-21 17:39:22   Perhaps I'm being paranoid, but I worry about an unethical outside group (like Something Awful, or a flood of Slashdotters if a story about a vote is posted) creating hundreds or thousands of accounts and doing serious damage while staying within the rules of the bylaws. I would think consensus should be limited to only those votes cast by members created before the debate began... but I don't like that either, as I feel people should be full and equal members at signup. Does anybody have an elegant solution for mass vandalism that is currently allowed within the scope of these bylaws that won't cut honest members out? —JabberWokky

This is why I suggested in-person voting as opposed to voting on the wiki itself. If you live in Davis or care enough about Davis to come here to vote then maybe you ought to have a say? There are organizations which do conduct elections online, however. Software in the Public Interest, the organization that runs Debian, conducts online elections. However, they have a "membership committee" that approves members. The wikimedia foundation, which runs wikipedia, conducts elections for their board on wikipedia itself. They allow only members w/accounts created before X to vote and trim out sockpuppets. We have a very clear advantage in that we can rely on physical identity, so maybe we ought to take advantage of it. —PhilipNeustrom

I think there should be a way to exclude trolls from voting, online or in person. Perhaps members should consist of people who've been members in good standing for 3 months and have made 50 or so edits on non-talk pages. Those criteria are not fool proof, but they'd discourage hotheaded newbies from trying to do damage. Also, what happens to the wiki's assets if the community decides to dissolve the wiki? Right now the server belongs to Philip, but once this bylaw is enacted, wouldn't it become community property? —CraigBrozinsky

Where assets go would depend on how Davis Wiki is operated. If Davis Wiki is a non-profit corporation then it must send all assets to a similar non-profit organization when dissolving. This gets a bit specific, but the non-profit umbrella corporation I am creating will own the server. However, we are discussing how Davis Wiki as an entity will operate its own funds, not how the umbrella organization shall operate, so in the case of the server it is a non-issue. In general, however, asset transfer will have to be decided when dissolving. —PhilipNeustrom


2006-07-21 17:43:53   I dont like the thought of turning the adminsitration of the wiki into an electoral process....as that will easily turn into a political process.....which in my opinion would be unhealthy for the mission of the wiki. —JamesSchwab

This is very possible, but it is also important to let members decide the direction of the site. Practically all organizations have elections, from housing co-ops to large corporations. It inevitably gets political but this is the cost of input. The alternative would be to allow the board to select the next board or allow an outside arbitrator to decide who runs the organization. Elections create nasty political stupidness, but they also create legitimacy in an organization. —PhilipNeustrom


2006-07-21 18:02:21   Would there still be an official "owner" of the site? —JamesSchwab

The bylaws as currently written state that "the full administrative authority of the Davis Wiki shall be vested in Board of Directors," which means the board operates Davis Wiki insofar as it has control over certain things. The members select the board, so the members would be the "owners" in an indirect sense. —PhilipNeustrom


2006-07-21 18:19:05   So maybe turning the wiki into a co-op should be discussed —JamesSchwab

Part of what makes a co-op different from a regular organization is that often the employees are the members and they decide the direction of the corporation. In our case, we don't really have any employees yet so this is hard to contemplate. In an administrative sense, however, the bylaws as currently written allow the membership to decide the direction of the organization via selection of the board, which is exactly how co-ops operate. Co-Ops also usually have buy-in amounts where a member makes an investment (which is refunded if the member leaves the organization). That may or may not make sense in our case because we want to provide a free resource to everyone in Davis. We could, however, allow voting to take place only by "voting members" which are individuals who have provided a buy-in amount. Just some possible ideas. —PhilipNeustrom

I think this is the best idea to solve the concerns listed above. I looked through the sample bylaws and they have language that is similar: "F. HONORARY MEMBERSHIP: An Honorary membership may be bestowed upon any person or organization who has made a significant contribution to the Foundation upon a recommendation by the Board of Directors and approval by the general membership at the General Meeting of the Foundation." I think that if you want to vote, you should pony up some cash as a donation. Further, if you require donations to vote, you'll better manage the number and quality of your voters. Not to mention, you may be better off in your donation drives... -TL


2006-07-21 18:33:21   Maybe we can have the elections at the annual fundraiser. I know several local organizations that operate this way. The fundraiser and election do not have to be on a specific day, but just a specific month. —JamesSchwab


Membership

2006-07-28 03:00

We should definitely consult with an experienced nonprofit management professional before proceeding too far down the membership path. It's my (limited) understanding that using a true membership structure can make life very difficult for charities/nonprofits. True membership structures are much better suited to cooperatives, wherein the members have a shared economic interest as well as a shared interest in the substance of the organization's mission. That's not to say it can't work here, and maybe in the case of Davis Wiki it really would be best, but when I formed a 501(c)(3) around the turn of the century, I was strongly (and eloquently, and persuasively) advised against using a bona-fide membership structure. Admittedly, the organization I formed had a very different mission and structure. Many nonprofit organizations call donors "members", but they take measures to stop short of actually giving that legal weight or organizational authority. I would not recommend this approach, as I think it's misleading, but keep in mind that just because you see nonprofits calling people "members" it doesn't necessarily mean they're using a true membership structure.

Also, I think it'd be unnecessarily handicapping the potential of Davis Wiki if it limited eligibility for the Board to just those who edit the wiki, or those who live in Davis, or similar restrictions. There are a ton of truly qualified, capable, and like-minded folks beyond the close confines of Davis who could really contribute quite a bit to the Davis Wiki beyond fixing formatting errors on wiki articles. Communities stagnate when they become too insular, and thrive when they benefit from regular infusions of fresh ideas from external sources. I think the best approach would be to have Davis Wiki as one project of a larger nonprofit organization whose mission is to build, promote, and sustain community wikis all over the world. In such an arrangement, Davis Wiki might be represented by two folks on the parent organization's board, while Rochester Wiki would be represented by two folks, and the remaining 5 board members would have no particular wiki affiliation. (Just a 3AM-tired-Graham example, but it gets my idea across.) A group of us (prompted and led by Philip) have discussed this issue in another forum, but I thought it deserved mention here.

Graham


Comments extracted from Bylaws

Membership Eligibility

This language lets people that live outside of Davis have voting rights, making it possible for a large group from outside Davis (eg something awful goons) takeover the organization. Thoughts?ArlenAbraham


I agree that in general people should only keep (one?) account on Davis Wiki, but perhaps we ought to instead say that a person may only be a member once, or something to that effect. The primary administrative role of being a member seems to be that you decide the board of directors. Maybe "Membership of Davis Wiki shall be open to all persons who have established an account at http://DavisWiki.org. Accounts on Davis Wiki constitute a usage of Davis Wiki. Membership is granted to any single person who holds an account on Davis Wiki." Is that good enough to work?PhilipNeustrom

Bans

Do we even need this?

Might be a good idea. If we define a member as someone with an account then we ought to define what it is to be a non-member.

Officers


So the treasurer is a non-voting member? Or do we want to have five admins? We may need to have an odd number of admins as not to have tie votes in things like bans, but also, if people abstain, we may have ties, so is in the responsibility of the director to cast a tie-breaking vote?ArlenAbraham

What I imagine is that the word "officer" applies to anyone who is involved in the administrative actions of Davis Wiki. The board would then consist of those who vote on the general direction. Board members are officers. I have reworked the section. I disagree with the sentence you added, "No officer shall receive monetary compensation from the Davis Wiki." It is conceivable that we may need to compensate officers. Much easier to imagine is a situation where we need to pay someone back for something or give someone compensation in exchange for some services. We can specify for each position that it is an unpaid position, or say that all officer positions are unpaid, but this is different than saying no officer shall be compensated? —PhilipNeustrom


2006-07-21 19:21:24   Should we mention Creative Commons in the purpose section? —JasonAller

This is a good point. Throw something in there about how our collective content will be be free for reuse by anyone else, as it's an important philosophical point. —PhilipNeustrom


2006-07-21 19:27:36   Perhaps a distinction should be made between the content side of things and the administration side of things. Perhaps just a sentence in the purpose part of things. I know Philip gets plenty of annoying emails from people who don't understand how the wiki works and want him to delete or change things. I wouldn't want the board to bear the brunt of controversial content and irate townspeople. In most other orgs. if you have a problem, you take it to the board, here, most peoples problems are with the content rather than the administrative side of things.

Also, speaking of board, i'm still not sure of the make up (the wording is a bit confusing). Here's my impression:

  • Director

  • Four or five admins

  • Treasurer

We the need to establish how voting works within the board, and of course, how the board is elected. I agree that having lay users vote online is a Bad Idea. Perhaps the first board can be elected in person and then the current board members can pick the new board. There should be some checks and balances in this system, where by the board members can oust a problematic director or board member. We also need to decide what explicit powers the director has.

ArlenAbraham

My intention with the wording was that the board would consist of the General Director and four other members. The other positions you listed are officers, such as Director or Treasurer, but non-voting officers. If you understand this then please alter the wording to reflect this understanding, as I think I've done the best I can.PhilipNeustrom

A lot of my confusion as to who was on the board stemmed from the wording in version 37ish. It's better now, but I still think we need to make the distinctions between Director, General Director, General Administrator, and Officer clear. We should probably stay away from the administrator title because of its internety connotations.ArlenAbraham


2006-07-21 19:28:56   Do we need to establish age requirements for members or make an exception for younger people with their parent's permissions? —JasonAller


2006-07-21 19:38:43   I'm down for a constitutional convention —JamesSchwab


2006-07-21 19:42:39   I think you should also look at (assuming the board doesn't choose successors) eligibility for running for office. I personally think it would be benficial to have some offices elected (maybe some board seats or Treasurer) and some passed down and chosen by the current office (specifically the Director and maybe a few board seats). This might keep a good balance (i like parentheses). —AllisonEriksen

So how about this: members of the board must be at least eighteen years of age and have edited the wiki at least 500 times (non-vandalism). Voting members are anyone who has donated at least, say, $10? Elections by STV seems like overkill here, but I can't see Phil wanting to handle it some other way. In an organization of this size and type, the officers are just going to be the people who contribute the most and care enough to do it anyway. —BrentLaabs

This comment also pertains to CB's above comment. I don't think that attempts to quantify eligibility are going to be sucessful. Every simple solution has simple loopholes. Complicated solutions have complicated loopholes. I think it would be easier to just have consensus nominations.ArlenAbraham


2006-07-21 19:52:37   Why an age limit, though? —JosephBleckman

legal reasons.ArlenAbraham

  • Surely there's some way around that? I'd hate it if we had valuable contributors who couldn't vote merely due to age. —JosephBleckman

Isn't voting in a governmental election different than voting in an organization? Is the rationale that minors cannot enter contracts? Is that relevant? Anyone know specifics? —PhilipNeustrom

  • My question: if a minor owns stock in a corporation, are they entitled to vote as a shareholder? If so, I think any minor who pays $10 and shows up to vote should be able to cast a ballot. —Paul Harms

2006-07-21 22:37:20   We tend only to notice sockpuppets when they cause havoc, so voting in person is a really smart way to prevent anonymous hikinks. In person voting also tweaks with the anonymous nature of the wiki— lots of active users (e.g., AlphaDog & Jabberwokky) use aliases to protect their identity. In person voting requires that each user make their identities known, so would we have to keep a list of real identities somewhere, and if so, who would have access to it? —CraigBrozinsky

JabberWokky is not really anon, that's just what he goes by. I think his RealName is Evan. Anyway, as far as other people who wish to remain anonymous, you don't need to give your name when you show up and vote at a wiki election. It's not like we're taking pictures of you as you stuff your ballot into the boxen. I doubt people are going to want to come in from out of town to vote in person. Perhaps for truly anonymous voting you can mail a postcard? As long as it has a Davis postmark, your anonymous username, and a few drops of your blood, i think it's a valid ballot. The real question is, how do we have anonymous board members ; ). — ArlenAbraham

Evan Edwards to be precise... I'm listed as "Evan 'JabberWokky' Edwards" all over the net and physical mailing lists, fandom lists, etc. That's also how I'm listed on People. You can also do a Google and see how utterly entwined the two are. I am in no way trying to be anonymous, although AlphaDog might (and possibly for good reason; I've just accepted that he doesn't want his real name known). Personally, I like the idea of requiring somebody to physically show up to vote, even if it's difficult for me for the next three years. The only "gotcha" I can see is people travelling or away for a specific reason (cross country or overseas research or education, a la Sarah), and while it's annoying not to be able to vote, I figure it will work out better this way for the Wiki in general. I will point out that this first vote has an attribute of Davis Apartheid... by occurring during the summer, many students are not resident. — JabberWokky


2006-07-22 00:09:57   Possibly do it in person with an option of sending absentee by snail mail to a PO box with a copy of a CA drivers license or other form of ID to ensure no duplicates? I really dont see the need to make voting very easy on people (such as voting online). In fact, I'd argue that you should make it as difficult as possible to ensure quality votes. —ThomasLloyd


To me, this should all be really simple.

  • Wiki users show up somewhere and vote for members of the Board of Directors. If they can't make it, tough. I really like Schwab's idea of voting at a fundraiser.
  • The Board of Directors meets and chooses a General Director and a Treasurer. The General Director and the Treasurer will most likely be chosen from the amongst the Board Members, but they could also be chosen from outside the Board.
  • The General Director and the Treasurer hire others as needed. This could include Board Members being hired in other positions.
  • The Board of Directors can, with a majority vote, overrule any action taken by any officer. The Board also has the authority to remove any officer.

Simple, simple, simple. If time goes by and Wiki users desire a more complicated system, fine, change it at that point. As far as voter eligibility, I have no problem giving a vote to whoever gives a minimum donation. If we're setting up this bureaucracy to get a bank account, we might as well bring in some extra cash. I'm talking about a nominal amount; Brent's suggestion of $10 sounds perfect (assuming he means $10/year, not $10 for some sort of lifetime membership). -Paul Harms

There doesn't seem to be an agreement as to who gets to vote. I kept to "members present," which is probably good, at least for now.PhilipNeustrom


Also, two details have been overlooked: The Board of Directors needs a Secretary to take minutes and keep records (and, of course, post everything on the Wiki), and the Board of Directors needs a Chairperson. In the early stages, the General Director could serve as Chair of the Board and be responsible for finding a Secretary, who may or may not be a Board Member or another Officer. —Paul Harms

  • Another option is that the Chairperson and the Secretary are chosen directly and independently of the General Director by the BOD. -ph

2006-07-22 16:53:01   Yeah. I was only against them holding office because of the crappy legal status afforded to minors in this country. Enfranchise the disenfranchised! Voting for all at Davis Wiki! —BrentLaabs


2006-07-22 18:07:39   Is the plan to incorporate as a nonprofit, tax exempt organization? I'm not sure exactly what we're trying to do with this bureaucracy. —PaulHarms

  • Being a non-profit is the plan, and we need bylaws for that as well, but the more immediate issue is just opening a bank account. They want bylaws for that even if you're not an incorporated non-profit entity.

Ok, if we need Bylaws by Monday, here's what's left to clarify:

  • Selection of the Board of Directors
  • Frequency of Board Meetings
  • Quorum at Board Meetings
  • Selection of Officers
  • Duties of General Administrators

PaulHarms

Hopefully this is now covered. I've renamed "General Administrator" to be "Director" because this is more in line with what we're likely to see (Director of Fundraising, Director of Systems Administration). Using the word "administrator" makes people think of "wiki admin" or something.PhilipNeustrom

  • Question: if the four members of the BOD vote to hire a General Director from amongst themselves, do we consider the General Director's elected seat vacant and run a countback? Also, does the General Director chair meetings of the board, or does the board vote for that separately? — PaulHarms

2006-07-30 13:33:27   Those interested in questions (Paul, James, etc) or just generally interested in being on the board and helping move us forward, please come to Mishka's Cafe at 8pm tonight. If you just want to discusss things I'll still be there and we can discuss these details together. —PhilipNeustrom