[Foundation-l] Wikimedia Foundation Form 990 Now Posted

[Samuel Klein]

Hello,

Under rare circumstances, the Board could choose not to appoint
someone who won a community election to a seat; however in that case
the candidate receiving the next most votes must be appointed instead.
 That may constitute an election process, despite the caveat.[1]

SJ

[1] From IV.3.C of the Bylaws:
"In the event that a candidate is selected who does not meet the
requirements of Subsection (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"

Even physical governments often have part of the government that must
officially recognize the results of an election, and that can declare
a candidate unfit to hold office, or an election process invalid;
though they usually have much narrower guidelines than meeting the
requirements of IV.3.A.


On Sat, Jul 17, 2010 at 9:20 AM, Thomas Dalton <thomas.dalton at gmail.com> wrote:
> 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.)
>
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-- 
Samuel Klein          identi.ca:sj           w:user:sj