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

[Federico Leva (Nemo)]

Risker, 06/11/2012 09:40:
> On 6 November 2012 03:07, Florence Devouard <anthere9 at yahoo.com> wrote:
>
>> 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.

You're wrong. 
<https://wikimediafoundation.org/w/index.php?title=Bylaws&oldid=56028#Section_3._Selection.>
«The appointment of Board-appointed Trustees shall be conducted 
consistent with the provisions of Subsection (A)» -> «The Board must 
comprise members with a diverse set of talents, experience, and 
competencies that will best fulfill the mission and needs of the 
Foundation».
How the process should work in more detail is discussed elsewhere[1] but 
yes, there are criteria in the bylaws according to which the board must 
appoint members (otherwise it would be completely discretionary), so the 
rationale Florence recalled above was necessary for the appointment to 
be consistent with the bylaws, and changes to the bylaws of course 
require the rationales to change accordingly. Changes may be bigger or 
smaller (Bishakha said they're small enough not to impact the current 
composition), but it's factually incorrect to deny them.
Practically speaking, I'd expect the next appointment resolution to 
explain its consistency with the new bylaws rather than just confirm 
previous resolutions which were in a different context and are therefore 
ipso facto no longer relevant.

Nemo

[1] 
<https://meta.wikimedia.org/wiki/Democratizing_the_Wikimedia_Foundation#Selecting_board_members>