Resolution:Bylaws amendment November 2009

Be it resolved, that the Wikimedia Foundation Board of Trustees amends Section 3, Subsection (E) of its Bylaws, which now reads,

''"(E) Board-appointed Trustees. Beginning in January 2009, four Trustees will be appointed by the Board from a list of candidates selected by the Nominating Committee. The Nominating Committee shall be appointed by the full board and shall include as members (i) at least two Trustees selected during the prior July's community or chapter selection process, and (ii) the Executive Director. The Nominating Committee may consist of any number of members, including former Trustees and external experts. The Nominating Committee shall select candidates by October 15. Both the nomination and the appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A), above, and with applicable state or federal law. Board-appointed Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees. Trustees selected by the Board under this subsection shall serve one-year terms. The Board may reappoint a Board-appointed Trustee from year to year, for successive one-year terms."''

shall be amended to read as follows:

''"(E) Board-appointed Trustees. Beginning in January 2009, as many as four Trustees may be appointed by the Board to non-community-selected, non-chapter-selected positions, and the term of each such appointment shall not exceed one year. The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A), above, and with applicable state and federal law. Board-appointed Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees. The term of each Board-appointed Trustee who is appointed under this subsection (E) ends on December 31 of the year in which the Trustee begins to serve in his or her position. Any Trustee selected by the Board under this subsection shall serve all or part of a one-year term, depending on the date when the Trustee begins his or her term. The Board may reappoint a Trustee appointed under this subsection from year to year, for successive one-year terms.”''

Approved: 8-0. In favor: Michael, Stu, Jan-Bart, Kat, Ting Arne, Matt, Samuel. Abstained: Jimmy