[Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers

Risker risker.wp at gmail.com
Tue Nov 6 08:40:26 UTC 2012

On 6 November 2012 03:07, Florence Devouard <anthere9 at yahoo.com> wrote:

> On 11/6/12 3:26 AM, Risker wrote:
>> On 5 November 2012 20:01, John Vandenberg <jayvdb at gmail.com> wrote:
>>  Bylaw changes are never housekeeping.
>>> This resolution does change the composition of the board.
>>> Two seats had a defined role, with clear responsibilities. Now they dont.
>>> Of course there is always shared responsibility, but having one person
>>> chiefly responsible ensures someone is focused on those responsibilities
>>> and does not allow themselves to be distracted.
>> I do not understand how you have come to the conclusion about seats having
>> defined roles. None of the seats have a defined role.  If there was, then
>> the selection would be for "Secretary" or "Vice Chair", not for "chapter
>> selected" or "community selected" or "board selected" trustees.
>> Appointment to the Board of Trustees is completely independent from the
>> assignments one might take on if appointed.
> Errr. No. At least historically, this is incorrect.
> Michael Davis was the first treasurer of the board (appointed by Jimbo at
> the beginning of the WMF). After some time, Michael announced his desire to
> quit the board and move on with his own life. Over the following months, we
> sort of waited for a board member with financial background to be elected
> on the board by the community so that we could replace Michael. Quite
> naturally, none of this happened.
> This is the primary reason why we added appointed board members. It was
> done so that the board could finally fill in the gaps. We looked for
> additional board members to be appointed, WITH the wish to have a treasurer.
> Appointment of Stu was completely dependent on the assignment.
> Florence
I get that Stu's selection as a Board-appointed trustee was based on his
qualifications.  However, there is nothing in the bylaw now or at any time
that specified the Treasurer must have certain qualifications, nor is there
anything in the bylaw's description of Board-selected trustees that
specifies that any of them must have specific qualifications.  It was
entirely appropriate that the Board sought out and appointed a trustee that
had qualifications that the Board felt was necessary in order for it to
meet its obligations; however, if by chance a community-selected or
chapter-selected trustee had held the necessary qualifications and was
willing to act as Treasurer, then it would not have been necessary to use a
Board-selected appointment to ensure that the role was filled.  I realise
this seems like a pedantic argument; however, one of the purposes of
Board-selected trustee seats is to fill whatever needs the
otherwise-selected seats don't fill, not to fill the Treasurer seat
specifically. There are roles that must be filled, and there are seats that
must be filled. Those are both described in the bylaws. However, which seat
is used to fill which role is not described in the bylaw.


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