On 2015-12-29, Michael Peel <email(a)mikepeel.net> wrote:
From what I understand, the community elections
don't directly elect/appoint WMF board members, but essentially provide a
recommendation that the WMF board then approves. Have a look at the text of:
https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2…
<https://wikimediafoundation.org/wiki/Resolution:James_Heilman_appointment_2015>
and the phrasing at:
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process
<https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015#Process>
specifically, "The candidates with the highest percentage of support will be
recommended to the Board of Trustees for appointment."
The statute in 617.0803(3) stipulates that
(3) Directors shall be elected or appointed in the
manner and for the
terms provided in the articles of incorporation or the bylaws.
The bylaws use a wording like "The board will approve [the community-selected
candidates]"
which lists specified conditions when the community choice can be approved,
and the board cannot refuse approval unless some specific conditions are met.
Section 3 of the bylaws has subsections (C) "Community-selected Trustees."
(D) "Trustees selected by Chapters and Thematic Organizations",
(E) "Board-appointed Trustees. " and (F) for Jimmy Wales, who
is also Board-appointed.
It is obvious that (C) and (D) do not belong to the category (E).
Therefore directors of category (C) and (D) are not appointed
by the board.
So the "class" here would be the WMF board,
not the community.
Bylaws, article III:
The Foundation does not have members.
Statute 617.0601(1)(a) stipulates that
A corporation may have one or more classes of members
or may have no members.
but (1)(b) adds:
(b) The articles of incorporation or bylaws of any
corporation
not for profit that maintains chapters or affiliates may grant
representatives of such chapters or affiliates the right to vote
in conjunction with the board of directors of the corporation
notwithstanding applicable quorum or voting requirements of this
chapter if the corporation is registered with the department pursuant
to ss. 496.401-496.424, the Solicitation of Contributions Act.
This is what Section 3 of the WMF bylaws is doing - it grants
a right to vote to non-members of the Foundation (as there are none).
617.0808(1)(b) goes beyond classes of members, but includes
(...) chapter, or other organizational unit, or by
region or other
geographic grouping, the director may be removed only by the members
of that class, chapter, unit, or grouping.
so this read in conjunctin with 617.0601(1)(b) and bylaws section
three establishes a pretty clear picture to me.
Saper