[Foundation-l] Wikimedia Foundation Form 990 Now Posted

[Thomas Dalton]

On 17 July 2010 00:28, Federico Leva (Nemo) <nemowiki at gmail.com> wrote:
> I'm a bit late here, but I have three (little) questions:
> 1) Page 7, part VI, section A, line 7a: "Does the organization have
> members, stockholders, or other persons who may elect one or more
> members of the governing body?" Why is the answer "no"? Because of the
> definition of "elect" (perhaps they're not considered elected because a
> board resolution is needed)?

Legally speaking, all board members are appointed by the board. The
community and chapters merely make recommendations, which have always
been followed and always will be unless something particular
extraordinary happens, such as the community or chapters recommending
someone that isn't eligible to sit on the board due to bankruptcy or
convictions for fraud, etc., but legally the board can choose not to
follow the recommendations for pretty much any reason they like. The
Bylaws say: "The Board must comprise members [...] that will best
fulfill the mission and needs of the Foundation." and the Board are
allowed to not approve a recommendation of the community or chapters
if they think it would violate that bylaw, which is an extremely broad
power. (Of course, the board knows they need to support of the
community if they are going fulfil the mission of the Foundation,
which is why they will show great restraint in regards to that power.)