Resolution:Bylaws amendments and board structure

Bylaw Amendment I
The Board of Trustees amends Article II of the Foundation bylaws to read as follows:

"In coordination with a network of chapters and individual volunteers, the Foundation provides the essential infrastructure and an organizational framework for the support and development of multilingual wiki projects and other endeavors which serve this mission. The Foundation will make and keep useful information from its projects available on the Internet free of charge, in perpetuity."

(This amendment changes "collaboration" to "coordination" in order to give chapters greater legal protection from liability due to the actions of the Foundation or the actions of individual volunteers (and vice versa). It expressly names "individual volunteers" because they are a constituency just as chapters are and will be selecting some Board members.)

Bylaw Amendment II
The Board amends Article IV, Section 2, to read as follows:

" Section 2. Number, Tenure, and Qualification.

"The number of Trustees of the Foundation shall be at least nine (9). Trustees are selected according to the process specified in Section 3 below. Each Trustee shall hold office until the expiration of his or her term as specified in Section 3 below, or until their earlier resignation, removal from office, or death."

(This removes the word "election" from Section 2 for the sake of clarity.)

Bylaw Amendment III
The Board amends Article IV, Section 3, to read as follows:

"(A) Governance priorities. 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. The Board and its  Trustees are understood to act as fiduciaries with regard to the Foundation, and their duties include, but are not limited to, the  fiduciary duty of care and the fiduciary duty of loyalty."

"(B) Governance definitions. "Community," as used in the Bylaws, shall be defined by the Board, consistent with the mission statement. "Chapters," as used in these bylaws, shall be defined by the Board, consistent with the mission statement, and will function as independent associations that operate in coordination with the Foundation to implement the mission statement.  A chapter may be required to incorporate formally in order to engage in cooperative fundraising or other business or non-profit arrangements with the Foundation.

"(C) Community-selected Trustees. In July 2008, one community-selected Trustee will be approved through community voting for a one-year term ending in July 2009. Beginning at the end of this Trustee's term in July 2009, three Trustees will be selected from candidates approved through community voting. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures, which, beginning in 2009, shall take place in odd-numbered years. The Board shall determine who is qualified to vote for community-selected Trustees. The Board will approve candidates who receive the most votes, subject to Subsection (A), supra. and other provisions of these 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, subject to this section and to Section 6 below. Community-selected Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees, but may continue to serve chapters in informal or advisory capacities. Trustees selected by the community under this subsection shall serve two-year terms.

"(D) Chapter-selected Trustees. Beginning in July 2008, two Trustees will be selected by chapters in even-numbered years according to a procedure approved by a majority of the chapters and approved by the Board. Amendments to this procedure also must be approved by a majority of the chapters and approved by the Board. Chapter-selected Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees, but may continue to serve chapters in informal or advisory capacities. Chapter-selected members must meet the requirements of applicable state or federal law for Board membership. 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) request that the chapters select a new Trustee to fill the resulting vacancy, subject to this section and to Section 6 below. Trustees selected by the chapters under this subsection shall serve two-year terms.

"(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.

"(F) Community Founder Trustee Position. Beginning in January 2009, the Board may appoint Jimmy Wales as Community Founder Trustee for a one-year term. The Board may reappoint Wales to the Community Founder Trustee position from year to year to successive one-year terms. In the event that Wales is not appointed as Community Founder Trustee, the Community Founder Trustee position will remain vacant, and the Board shall not fill the vacancy.

"(G) Board Majority. A majority of the Board Trustee positions, other than the Community Founder Trustee position, shall be selected or appointed from the community and the chapters.

(This amendment implements the Board's expansion plan.)

Bylaw Amendment IV
The Board amends Article IV, Section 6, to read as follows:

"Section 6. Vacancies.

"Any vacancy occurring in the Board of Trustees, other than a vacancy in the Founding Trustee position but including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee appointed to fill a vacancy shall serve as Trustee for the unexpired portion of the term for that position."

(This amendment prevents the Board from filling the Founding Trustee position in the event of a vacancy, and it clarifies that appointment to fill a vacancy is only for the unexpired term of the vacant position.)

Passed in April 2008 with 6 supports and 1 opposition (Frieda)