Wikimedia Foundation Board noticeboard/October 2020 - Proposed Bylaws changes/Three-way diff
Text highlighted in yellow was proposed for revision in October, and the changes were implemented without further edits. Text highlighted in pink was proposed for revision in October, but the changes were not implemented. Text highlighted in green was changed in December, though the changes were not present in the October proposal. Text highlighted in blue was proposed to be revised in October, and different changes were implemented in December. |
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Prior text of Article IV, Sections 2 & 3 of the Bylaws | Amendments text, as proposed in October 2020 | Text following amendments implemented in December 2020 |
Section 2. Number, Tenure, and Qualification. | Section 2. Number, Terms, and Term Limits. | Section 2. Number, Tenure, and Qualification. |
The authorized number of Trustees of the Foundation shall be at least nine (9). Trustees are selected according to the process specified in Article IV, Section 3 below. Each Trustee shall hold office until the expiration of his or her term as specified in Article IV, Section 3 below, or until his or her earlier resignation, removal from office, or death. |
(A) Number. The authorized number of Trustees of the Foundation shall be at least nine (9) and, at most, sixteen (16), as the Board may from time to time determine. Trustees are selected according to the process specified in Article IV, Section 3 below. (B) Term. Except as herein provided, the term of office for a Trustee shall be three years and the Trustee seats shall be distributed so that, as nearly as practicable, the terms of a roughly equal number of Trustees shall expire each year, allowing the Foundation to benefit from having continuity of experienced Trustees. Each Trustee will serve until the expiration of their term and until their successor has been appointed and qualified, or until their earlier resignation, removal from office, or death. (C) Term limit. Trustees, excluding the Community Founder Trustee Position, may serve a maximum of three consecutive full terms (that is, nine years). After having served any consecutive nine years, a Trustee shall not be eligible for appointment to the Board again until a period of at least 18 months has expired. | |
Section 3. Selection. | Section 3. Selection and Appointment. | |
(A) Governance priorities. The Board must be composed of Trustees with a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of the Foundation. The Board is committed to promoting diversity and inclusion both in terms of trustee composition and in other aspects of its work. 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, as described in Sections 617.0830 and 617.0832 of the Florida Not For Profit Corporation Act (the Act). | (A) Governance priorities.
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(A) Governance priorities.
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(B) Governance definitions. "Affiliates," as used in the Bylaws, shall be defined as Chapters, Thematic Organizations, and User Groups in good standing. "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. | (B) Governance definitions.
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(C) Community-selected Trustees. Three Trustees will be selected from candidates approved through community voting. This process will be held every three years according to a rotational schedule to fill open Community-selected Trustee seats. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. 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 Article IV, Section 3(A), and other provisions of these Bylaws. 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) appoint the candidate receiving the next most votes to fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below. Community-selected 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. Trustees selected in accordance with this Article 3(C) shall serve three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months. | (C) Community-sourced Trustees.
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(C) Community- and Affiliate-selected Trustees.
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(D) Trustees selected by Affiliates. Two Trustees will be selected from candidates approved through a process determined by Affiliates collectively. This process will be held every three years according to a rotational schedule to fill open Trustee seats selected by Affiliates. The process will be conducted according to a procedure approved by a majority of Affiliates collectively and approved by the Board. Amendments to the procedure established to select trustees by Affiliates also must be approved by a majority of the Affiliates collectively and approved by the Board. Trustees selected by Affiliates 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 Affiliates 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 Affiliates 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 three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months. | ||
(E) Board-appointed Trustees. 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 three years. The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Article IV, Section 3(A) and with applicable state and federal law. Board-appointed 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. The Board may reappoint a Trustee appointed under this Section 3(E) for successive three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for appointment under this provision for a period of 18 months. | (D) Board-selected Trustees.
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(F) Community Founder Trustee Position. The Board may appoint Jimmy Wales as Community Founder Trustee for a three-year term. The Board may reappoint Wales as Community Founder Trustee for successive three-year terms (without a term limit). In the event that Wales is not appointed as Community Founder Trustee, the position will remain vacant, and the Board shall not fill the vacancy. | (E) Community Founder Trustee Position.
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(G) Board Majority. A majority of the Board Trustee positions, without counting the Community Founder Trustee position, shall be selected or appointed from the Affiliates collectively and the community. | (F) Overall Board composition.
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Amendment to Article V, Section 1 of the Bylaws:
Text highlighted in yellow was proposed for revision in October, and the changes were implemented without further edits. Text highlighted in pink was proposed for revision in October, but the changes were not implemented. Text highlighted in green was changed in December, though the changes were not present in the October proposal. Text highlighted in blue was proposed to be revised in October, and different changes were implemented in December. |
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Prior text of Article V, Section 1 of the Bylaws | Amendments text, as proposed in October 2020 | Text following amendments implemented in December 2020 |
The Board of Trustees shall elect from among the Trustees the following officers: a Chair, Vice Chair, and any Board committee chairs. The Board of Trustees shall also appoint the following non-Trustee officer positions: an Executive Director, Secretary, Treasurer, and such other officers as the Board from time to time may appoint. | The Board of Trustees shall elect from among the Trustees the following officers: a Chair, Vice Chair, and Board committee chairs. The Board of Trustees shall also appoint the following non-Trustee officer positions: a Chief Executive Officer, Secretary, Treasurer, and such other officers as the Board from time to time may appoint. | The Board of Trustees shall elect from among the Trustees the following officers: a Chair, at least one and no more than two Vice Chairs, and Board committee chairs. The Board of Trustees shall also appoint the following non-Trustee officer positions: a Chief Executive Officer, Secretary, Treasurer, and such other officers as the Board from time to time may appoint. |
(A) Chair.
The Chair shall, when present, preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The Chair may sign, with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees. | ||
(B) Vice Chair.
The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair. |
(B) Vice Chairs.
The Vice Chairs shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. If there are two Vice Chairs, the Chair shall specify which Vice Chair takes priority when the Chair is absent. Other duties of the Vice Chairs may be designated by the Board of Trustees or the Chair. | |
(C) Board Committee Chairs.
Board committee chairs shall perform the duties and have the powers set forth in the charters of the committees of which they are the chair and as determined by the Board from time to time. | ||
(d) Executive Director.
The Executive Director, a non-trustee officer position, is the chief executive officer of the Foundation. The Executive Director has charge of the business and affairs of the Foundation, subject to the direction and control of the Board of Trustees, and shall see that the resolutions and directives of the Board of Trustees are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Trustees. The Executive Director may execute on behalf of the Foundation any contracts or other instruments that the Board of Trustees has authorized to be executed through a delegation of authority, which the Executive Director may further delegate in writing. |
(D) Chief Executive Officer.
The Chief Executive Officer (CEO) is the chief executive officer of the Foundation. Except where there is a conflict of interest (such as when the Board is discussing the CEO’s performance), they shall attend all Board meetings, including at least part of all executive sessions, and receive all communications and information in the same manner as all members of the Board. They shall have charge of the business and affairs of the Foundation, subject to the direction and control of the Board of Trustees, and shall see that the resolutions and directives of the Board of Trustees are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Trustees. The CEO may execute on behalf of the Foundation any contracts or other instruments that the Board of Trustees has authorized to be executed through a delegation of authority, which the CEO may further delegate in writing. | |
(e) Secretary.
The Secretary, a non-trustee officer position, shall keep accurate records of all Foundation meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and perform all duties of the office of the Secretary and such other duties as may be assigned by the Chair or the Board of Trustees. The Secretary may delegate certain duties as necessary. |
(E) Secretary.
The Secretary shall act as secretary of each meeting of the Board of Trustees. In the absence of the Secretary, the presiding officer of the meeting or the CEO will appoint a secretary of the meeting. In addition, the Secretary shall coordinate with other staff to give notices of all meetings of the Board of Directors, keep minutes of such meetings, maintain corporate records, and in general, perform all duties incident to the office of Secretary and such other duties as the Board may from time to time assign to the Secretary. The Secretary may delegate certain duties as necessary. | |
(f) Treasurer.
The Treasurer, a non-trustee officer position, shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; review the financial operations of the organization and advise with the Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees. The Treasurer may delegate in writing certain day-to-day duties, as the Treasurer and Board of Trustees deem appropriate. |
(F) Treasurer.
The Treasurer shall present to the Board of Trustees an annual budget, as well as such other operating budgets and income estimates as may be requested. The Treasurer shall also present a complete financial report of the Foundation at least annually. The Treasurer shall be available at reasonable times for consultation with the Board Chair and the Chair of the Audit Committee. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; review the financial operations of the organization and advise with the Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees. The Treasurer may delegate in writing certain day-to-day duties, as the Treasurer and Board of Trustees deem appropriate. |