On 2015-12-29, Michael Peel email@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_20... 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