User talk:Fæ/Draft supplementary rules for voting

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  • I have to say this is more elaborate than anything in this direction I have seen in commercial companies. I have always understood that lawyers advised against anything that reduced or complicated the power of a simple majority vote of the board - except where tied votes are possible, as with us now, or where there is a "golden share" or other situation with owners, which is not our case. I will take a lot of persuading to support "super-majority" voting.
  • "When the number of trustees eligible to vote is less than three, no vote will be considered valid." - so the day after the air crash.....?

Johnbod (talk) 18:42, 25 November 2012 (UTC)


Fae, could you withdraw this statement please. It gives the impression that there is some kind of systematic failure in the way we are conducting and recording Board decisions. That is not the case. I recognise and have responded to the concerns which are recorded here but otherwise I do not think this kind of statement is justified. Regards, The Land (talk) 22:05, 25 November 2012 (UTC)

As for the plane crash, when it happens I think it would probably be a good idea for the remaining two survivors to be forced to co-opt some living trustees before having lots of votes. By the way, if we crash on an island, I get first dibs on the lunch trolley and bottles of duty free.

Cheers -- (talk) 19:10, 25 November 2012 (UTC)

Do you want me to offer my resignation as Secretary here, on the basis that you have no faith in my ability to count the votes that the Board casts, or to appropriately record the votes that board members have cast? Mike Peel (talk) 23:01, 25 November 2012 (UTC)
I do not believe it was your action as the Secretary that failed to give me access to vote or failed to notify me of a vote. Certainly there was a claim of a vote that was not recorded, but I have not called for your resignation. Thanks -- (talk) 23:05, 25 November 2012 (UTC)

I have redacted my statements above. I apologise to Mike as our Secretary in giving the impression that his actions as Secretary have been anything other than exemplary and in full compliance with the Articles of Association and the Trustee Code of Conduct. Hopefully this document will address the issues that I am concerned about for future votes of the Board of Trustees that have nothing to do with Mike's valuable and excellent work as our Secretary. -- (talk) 23:51, 25 November 2012 (UTC)

Confusion[edit source]

There seems to be significant confusion in these draft rules... For instance, the concept of a quorum for a vote not happening in a meeting doesn't really make sense - since the vote isn't happening in real time, the entire board can participate. The phrase "the number of votes supporting a resolution must be equal to, or greater than, the quorum required" suggests a misunderstanding of what "quorum" means. A quorum is the number of people that have to be present at a meeting for the meeting to be valid. The number of votes supporting a resolution taken at a meeting much be a majority of the people present (which will therefore be at least half the quorum, but can be less than it). For a written resolution, there is no concept of present or absent, so the number of support votes must be a majority of the whole board.

It is also untrue that votes by email or on wiki need to be ratified in a meeting. Such votes are written resolutions under Article 20.12. It has been the customary practice of the board to note such resolutions at the next meeting as a simple way of ensuring there is a record of them, but they are not and do not need to be ratified at that meeting.

I'll check these section again when I have a moment. -- (talk) 15:26, 27 November 2012 (UTC)

The sentence "There are circumstances where a simple majority is unlikely to be an acceptable demonstration of consensus." is tautologous. A simple majority is never enough to demonstrate consensus - it demonstrates majority. The board does not act by consensus, it acts by majority, as per the Articles. When there is a decision that it would be undesirable to pass with only a marginal majority, the conventional way of handling it is for people that support the resolution but don't want to pass it without wider support to vote against when they realise, through discussion preceding the vote, that there will be significant opposition. Imposing ad hoc supermajority requirements doesn't make much sense to me. If the proposer doesn't want the decision made without wide support, then just wait until you've had the discussion and found out how much support there is before you propose it. It should be rare to have a vote without knowing the outcome in advance, since you will have discussed the topic fully before voting.

Consensus is an aim, not a question of legalities. When the board has discussion, it should be with this aim in mind, not considering that everything is hunky dory when 4 out of 7 trustees quickly vote something into place and yet the other 3 trustees (or just 1) are vehemently objecting and feel there has not been sufficient discussion. Capturing the aim in this document is perfectly reasonable. The alternative is that trustees resign in order to simply be heard, not a preferable solution. There is nothing here that states that supermajorities are either "imposed" or "ad hoc". Thanks -- (talk) 15:26, 27 November 2012 (UTC)
Does it say anywhere that the board aims to operate by consensus? The word doesn't appear anywhere in the code of conduct. If you want to ensure that trustees get heard, then you need a supermajority for cloture, not for the resolution itself. I would advise against that, though, since it tends to lead to inaction, which is often worse than incorrect action. --Tango (talk) 15:35, 27 November 2012 (UTC)

There also appears to be some confusion around committees. I suspect the requirement to have two trustees in a vote comes from Article 21.1. That article is talking about committees of Directors - all the members have to be directors. It is for things like Governance Committees or Finance Committees or Investment Committees where there are board-level decisions to be made, but it doesn't make sense for the entire board to deal with them. Delegating operational responsibility to a committee, which is what you are actually talking about, is no different to delegating it to staff. Article 21 doesn't apply.

I'll look again at Article 21. I note that the WMF are taking this as good practice for their committees, so even if not explicitly covered by the articles, this does not mean we must define the legal minimum. -- (talk) 15:26, 27 November 2012 (UTC)
The WMF has two non-voting trustees as liaisons to its committees to ensure good quality communication between the board and the committee. That's not really the same thing. --Tango (talk) 15:35, 27 November 2012 (UTC)

I don't think these supplementary rules add anything - they seem to stem from a misunderstanding of the Articles. The articles, when properly understood, already describe in detail how the proceedings of the board will take place. --Tango (talk) 14:33, 27 November 2012 (UTC)

As an example, our practice of having 4 trustees out of the current six being required to support a resolution is not covered by the articles. -- (talk) 15:26, 27 November 2012 (UTC)
Yes, it is. Article 20.4: "Questions arising at a meeting shall be decided by a majority of votes." (and similar wording in Article 20.12 for written resolutions) Combine that with the definition of majority: "More than half (50%) of some group" and the fact that there are currently six board members, and you get a requirement for four support votes (four being the smallest integer that is more than half of six). --Tango (talk) 15:35, 27 November 2012 (UTC)
I may read it again, however you might be missing the issue that the calculation is done based on those in the meeting, which itself should be quorate. Consequently if 4 out of 6 trustees turn up for a board meeting, the meeting is quorate, however a vote with a majority of 3 may be counted as sufficient (at 75% of the meeting attendees) rather than our expectation/working practice of 4, should one strictly apply the Articles on their own. -- (talk) 15:43, 27 November 2012 (UTC)
Is that actually your practice? The motion to accept the FDC's recommendation was passed with only 3 supporting votes (which was a majority of the five trustees in the room - Mike being recused). The practice, from what I can see, is to follow the Articles. --Tango (talk) 16:20, 27 November 2012 (UTC)
Yes, a positive counted recusal is hardly the same thing as an absence. Thanks -- (talk) 16:56, 27 November 2012 (UTC)
You can't count recusals as support votes... --Tango (talk) 17:10, 27 November 2012 (UTC)
That is correct, though it seems to have nothing to do with my point... -- (talk) 18:23, 27 November 2012 (UTC)
In that case, I don't understand you. What does "positive counted recusal" mean? --Tango (talk) 18:52, 27 November 2012 (UTC)
Probably, we are indeed likely to be talking at cross purposes, the Articles are not exactly plain English. For positive, read clearly made rather than tacit, for counted read as understood by the others in the meeting and certainly the Secretary responsible for recording the vote, for recusal, read that the trustee is not voting but making clear they are not just absent. A consequence of such a positively made recusal is that the quorum needed for the vote to be valid may well be different to the quorum required for a meeting to be valid. -- (talk) 20:18, 27 November 2012 (UTC)
I think you are still confused about what "quorum" means. The quorum is the number of people the need to be present for the meeting to be valid. It's not the number of people that need to support a resolution for it to pass - people opposing a resolution still count towards the quorum. The quorum for a board meeting, set by Article 20.6, is the greater of two and a majority of directors. Since there are currently six directors, that is the greater of two and four, which is four. There were more than four directors there, whether Mike was counted or not (six with him, or five without), so quorum wasn't an issue. (I think I may have brought it up at the time, but I was getting a little confused myself! I'm still not entirely clear how Article 20.7 should be interpreted, but in that case it made no difference. That clause comes from the CC's model, so we should probably try and find out what they intend it to mean in case it ever does become relevant.) --Tango (talk) 21:19, 27 November 2012 (UTC)
I'm confused about many things, though not my sexual orientation, or the word quorum. I am using quorum in the common usage and OED sense for the meeting, and for convenience extending that to the number of people than need to take part in a vote on a resolution, in order for it to be considered a valid vote. In addition a vote may occur outside of a recognized meeting, such as our passive on-wiki vote process. I'll consider using a different word, or a phrase if necessary, to describe the number that are needed for a vote to be valid rather than confusing others reading this document by using the word quorum to describe two different things at the same time. Thanks -- (talk) 21:35, 27 November 2012 (UTC)
But what does quorum have to do with it? Whether you include the recused person or not, in the case we're talking about, the quorum is going to be met. What we're talking about is how many people need to support a motion for it to pass. That is not what quorum is about. --Tango (talk) 21:43, 27 November 2012 (UTC)
I did say "for convenience", you are welcome to suggest another word for what I intend. In the meantime, the document is only half written so I'll delay answering another 20 questions until I have got more of it actually written down. Thanks -- (talk) 22:52, 27 November 2012 (UTC)
It's not convenient, it's just wrong... there is a big difference between a vote being valid and a vote passing. I would advise against spending any more time on this document. You are trying to solve a problem that doesn't exist and, whether you believe me or not, are doing so in an incredibly confused manner. --Tango (talk) 01:34, 28 November 2012 (UTC)
The rules for voting is not something for board members to decide. It is something laid out in the Articles of association and for it to hold any weight it should require a change by the membership, one I would oppose. Quite frankly these rules would do more to hinder a board to act efficiently than improve the quality of decision making, and efficiency is something the board lacks at the moment. Seddon (talk) 07:24, 28 November 2012 (UTC)
Thanks for the advice. As to whether I am solving a problem that does not exist, you might note that I am following an action agreed at the last board meeting and I think you were present when that decision was made. -- (talk) 09:56, 28 November 2012 (UTC)
I think the board wanted to see a more detailed proposal so they could understand what it was you were saying. I don't remember there being any real agreement that supplementary rules were needed (or agreement that they weren't). --Tango (talk) 13:36, 28 November 2012 (UTC)
Considering that there is confusion today with a current in-camera vote being closed before the date suggested by the Chair and it was apparently closed by none of the trustees, I am more convinced than ever, that detailed supplementary rules are needed to avoid confusion, and future challenges to the status of decisions. Thanks -- (talk) 14:18, 28 November 2012 (UTC)
All that is needed is for people to read the articles more carefully... written resolutions are passed once a majority of board members have supported them (there is no concept of opposing a written resolution - if you don't support it, you are assumed to be opposing it), with a time limit of 28 days from the initial proposal. The chair doesn't propose a closing date - the motion is closed either when it gets the signatures of more than half the board or the 28 days expires. --Tango (talk) 14:45, 28 November 2012 (UTC)
The board of trustees do not currently follow that process as stated, these supplementary rules attempt to explain how we intend to manage votes of the trustees and what we require of Committees. Anyway, your questions are most welcome, but they have taken all the time I was expecting to complete this document this week, so I'll put a pause on answering any more for the moment. Thanks -- (talk) 16:12, 28 November 2012 (UTC)

Abandoning the attempt to create this document[edit source]

After answering so very many, many questions from Tango, along with several objections from the current Treasurer, Chair and Secretary, I am exhausted and have decided to cease wasting my time trying to write a document explaining how voting of the board of trustees is supposed to work, in accordance with the Articles, when there is every expectation that it would be simply voted down at any board meeting. This document remains needed, if we are to avoid yet further disputes and future challenges after irregular vote procedures, inappropriate votes, or trustees not being given the opportunity to vote, recording the decision making process of the trustees. I am sure that, eventually, another unpaid volunteer will try to address this governance issue. I hope that this does not become another task for paid staff or expensive consultants. I have moved on to more productive use of my volunteer time. Thanks -- (talk) 18:06, 25 January 2013 (UTC)