Amended Bylaws Article IV, Section 3 (2019)

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Resolutions Resolution: Amended Bylaws Article IV, Section 3 (2019) Errors?
This resolution was approved on January 30, 2019.


Whereas the Board of Trustees of the Wikimedia Foundation created User Groups as an affiliation model on March 31, 2012; and

Whereas since that time, Wikimedia User Groups have proliferated and constitute a diverse and essential element of the Wikimedia movement; and

Whereas the Board would value the input of User Groups, alongside Chapters and Thematic Organizations, in selecting trustees; and

Whereas the Board resolved on July 15, 2015 to amend Article IV, Section 3(C) (D) and (E) of the Foundation’s Bylaws to institute a term limit of two consecutive terms (a total of six consecutive years) for community-selected trustees, trustees selected by Chapters and Thematic Organizations, and Board-appointed trustees; and

Whereas the Board has determined that allowing for up to a maximum of three consecutive terms for trustees would be beneficial to the Foundation’s long-term goals and strategic planning and the effectiveness of the oversight function performed by the Board; and

Whereas the Board is committed to striving for diversity in recruiting and appointing trustees and in other aspects of its work;

Now, therefore, it is:

RESOLVED that the Bylaws are amended as set forth below.

Article IV, Section 3 of the Bylaws is amended to read as follows:

(A) Governance priorities. The Board must be composed of Trustees with a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of the Foundation. The Board is committed to promoting diversity and inclusion both in terms of trustee composition and in other aspects of its work. The Board and its Trustees are understood to act as fiduciaries with regard to the Foundation, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty, as described in Sections 617.0830 and 617.0832 of the Florida Not For Profit Corporation Act (the Act).
(B) Governance definitions. "Affiliates," as used in the Bylaws, shall be defined as Chapters, Thematic Organizations, and User Groups in good standing. "Community," as used in the Bylaws, shall be defined by the Board, consistent with the mission statement. "Chapters", “Thematic Organizations”, “User Groups”, and “Partners”, as used in these Bylaws, shall be defined by the Board, consistent with the mission statement, and will function as independent groups or legal entities that operate in coordination with the Foundation to implement the mission statement. Chapters, Thematic Organizations, User Groups, and Partners must have a formal agreement with the Foundation. In no instance will a Chapter, Thematic Organization, User Group, or Partner be an agent of the Foundation.
(C) Community-selected Trustees. Three Trustees will be selected from candidates approved through community voting. This process will be held every three years according to a rotational schedule to fill open Community-selected Trustee seats. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. The Board shall determine who is qualified to vote for community-selected Trustees. The Board will approve candidates who receive the most votes, subject to Article IV, Section 3(A), and other provisions of these Bylaws. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) appoint the candidate receiving the next most votes to fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below. Community-selected Trustees must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. Trustees selected in accordance with this Article 3(C) shall serve three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months.
(D) Trustees selected by Affiliates. Two Trustees will be selected from candidates approved through a process determined by Affiliates collectively. This process will be held every three years according to a rotational schedule to fill open Trustee seats selected by Affiliates. The process will be conducted according to a procedure approved by a majority of Affiliates collectively and approved by the Board. Amendments to the procedure established to select trustees by Affiliates also must be approved by a majority of the Affiliates collectively and approved by the Board. Trustees selected by Affiliates must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. Trustees selected by Affiliates must meet the requirements of applicable state or federal law for Trusteeship. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) request that the Affiliates collectively select a new candidate whom the Board may appoint to fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below, and with applicable state and federal law. Trustees selected in accordance with this Section 3(D) shall serve three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months.
(E) Board-appointed Trustees. As many as four Trustees may be appointed by the Board to non-community-selected, non-chapter-selected positions, and the term of each such appointment shall not exceed three years. The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Article IV, Section 3(A) and with applicable state and federal law. Board-appointed Trustees must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. The Board may reappoint a Trustee appointed under this Section 3(E) for successive three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for appointment under this provision for a period of 18 months.
(F) Community Founder Trustee Position. The Board may appoint Jimmy Wales as Community Founder Trustee for a three-year term. The Board may reappoint Wales as Community Founder Trustee for successive three-year terms (without a term limit). In the event that Wales is not appointed as Community Founder Trustee, the position will remain vacant, and the Board shall not fill the vacancy.
(G) Board Majority. A majority of the Board Trustee positions, without counting the Community Founder Trustee position, shall be selected or appointed from the Affiliates collectively and the community.

In all other respects, the Bylaws shall remain as they were prior to this Amendment.

Approve
Maria Sefidari (Chair), Christophe Henner (Vice Chair), Dariusz Jemielniak, James Heilman, Nataliia Tymkiv, Raju Narisetti, Esra'a Al Shafei, Jimmy Wales, Tanya Capuano, and Lisa Lewin

References