Wikimedia Foundation bylaws/January 2014 - Amendment for Trustees selected by Chapters and Thematic Organizations

Introduction

In light of the Board’s resolution on Recognizing Models of Affiliation (March 2012), the Board Governance Committee is proposing adoption of this amendment to the Wikimedia Foundation Bylaws to acknowledge Thematic Organizations, Users Groups, and Movement Partners as part of our recognized movement organizations. The amendment will also open up Chapter-selected seats in Article IV, Section 3(D), to Thematic Organizations with the same rights and obligations as Chapters in the 2014 selection process. The intent is that a Thematic Organization participant will be treated like a Chapter participant in the selection process: the Chapters and Thematic Organizations collectively – as one group – will participate in the selection process. Board members will be required to resign from governance positions held not only on Chapters but also on Thematic Organizations and User Groups.

The Committee’s intention is to ensure that the newly established movement organizations are considered in the Bylaws and receive rights and obligations according to their role in the movement. However, given the current timeline for selecting candidates in 2014 and the need to review the issue with User Groups and the community, the amendments presently do not include User Groups in the selection process. The Board hopes that this amendment may start a conversation about how User Groups may participate in this process. (We feel further discussion is also necessary on the role, if any, of Movement Organizations.) Any final decisions can be accommodated with additional modification to the Bylaws before the next selection of Trustee seats in 2016.

Resolution

Resolved that the Board of Trustees of the Wikimedia Foundation hereby adopts the amended and revised Bylaws as highlighted and attached to this resolution. The Bylaws are amended to recognize Chapters, Thematic Organizations, User Groups, and Movement Partners as independent movement organizations consistent with the Board’s past resolutions and to invite Thematic Organizations to participate with Chapters in the process of selecting Board members.

Comparison

Article II. Statement of Purpose

The mission of the Wikimedia Foundation is to empower and engage people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally. 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.

The mission of the Wikimedia Foundation is to empower and engage people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally. In coordination with a network of individual volunteers and our independent movement organizations, including recognized Chapters, Thematic Organizations, User Groups, and Partners, 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.

Article IV, Section 3(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 legal entities that operate in coordination with the Foundation to implement the mission statement. A chapter is required to enter into a formal agreement with the Foundation and may be required to incorporate formally in order to engage in cooperative fund-raising or other business or non-profit arrangements with the Foundation, but in no instance will a chapter be an agent of the Foundation.

Governance definitions. "Community," as used in the Bylaws, shall be defined by the Board, consistent with the mission statement. "Chapters", “Thematic Organizations”, “User Groups”, and “Partners”, as used in these Bylaws, shall be defined by the Board, consistent with the mission statement, and will function as independent groups or legal entities that operate in coordination with the Foundation to implement the mission statement. Chapters, Thematic Organizations, User Groups, and Partners must have a formal agreement with the Foundation. In no instance will a Chapter, Thematic Organization, User Group, or Partner be an agent of the Foundation.

Article IV, Section 3(D)

Chapter-selected Trustees. Two Trustees will be selected in even-numbered years from candidates approved through a chapter-determined process. The process will be conducted according to a procedure approved by a majority of the chapters and approved by the Board. Amendments to the procedure established to elect Chapter-selected Trustees also must be approved by a majority of the chapters and approved by the Board. Chapter-selected Trustees must resign from any chapter-board, chapter-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 Trustees must meet the requirements of applicable state or federal law for Trusteeship. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(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 3 and to Article IV, Section 6 below. Trustees selected in accordance with this Section 3(D) shall serve two-year terms.

Trustees selected by Chapters and Thematic Organizations. Two Trustees will be selected in even-numbered years from candidates approved through a process determined by Chapters and Thematic Organizations collectively. The process will be conducted according to a procedure approved by a majority of Chapters and Thematic Organizations collectively and approved by the Board. Amendments to the procedure established to select trustees by Chapters and Thematic Organizations also must be approved by a majority of the Chapters and Thematic Organizations collectively and approved by the Board. Trustees selected by Chapters and Thematic Organizations must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. Trustees selected by Chapters and Thematic Organizations must meet the requirements of applicable state or federal law for Trusteeship. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(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 and Thematic Organizations collectively select a new candidate whom the Board may appoint to fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below, and with applicable state and federal law. Trustees selected in accordance with this Section 3(D) shall serve two-year terms.

Article IV, Sections 3(C), 3(D), 3(E)

...Trustees must resign from any chapter-board, chapter-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 must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities...

Article IV, Section 3(G)

Board Majority. A majority of the Board Trustee positions, without counting the Community Founder Trustee position, shall be selected or appointed from the community and the chapters.

Board Majority. A majority of the Board Trustee positions, without counting the Community Founder Trustee position, shall be selected or appointed from the Chapters and Thematic Organizations collectively and the community.