We need an attorney, but... It looks like Bylaws IV sect 7 *could* override 617.0808 (1) via 617.0808 (2) which says that a IRS 501 (c) organization's bylaws can provide procedures (presumably different than 617.0808 (1) ), but says that you may include 617.0808 (1), and WMF does, explicitly.
So... On first impression, the Bylaws self-contradict by including 617.0808 (1) explicitly after having provided a non-617.0808 (1) compliant mechanism. "Any Trustee may be removed, with or without cause, by a majority vote of the Trustees then in office...", without regard for 617.0808 (1) (a) 2. Which requires that directors elected by the members be removed by majority vote of the members. So... On first impression, the Bylaws have a glitch and the Board action may therefore arguably be illegal and potentially void. There may be applicable case law on standards for de-glitchifying contradictions like this, or it might be case specific and requiring litigation. That is not to say there was no possible good reason or justification, the real crux of the matter. On the matter of community concern over trust I am as ill-informed right now as everyone else not on the Board. I am not an attorney. I do think the Foundation legal staff need to review and some fix to this needs to be made to the Bylaws for the future, either overriding 617.0808 (1) (a) 2. explicitly or by making community vote explicitly the recall mechanism for trustees elected by the community. George William Herbert Sent from my iPhone > On Dec 29, 2015, at 5:19 AM, Todd Allen <toddmal...@gmail.com> wrote: > > It's more complex if they've acted illegally, certainly. Under the law > they're citing, it looks like they have. Since community directors are > elected by a "class" (editors meeting the eligibility requirements), the > law states removal would be possible only by that class, one would presume > by referendum in this case. > > I think we need to know if the Board considered this requirement. > On Dec 29, 2015 5:33 AM, "Gerard Meijssen" <gerard.meijs...@gmail.com> > wrote: > >> Hoi, >> <grin> it is a great shitstorm</grin> Do remember that a community chosen >> representative voted the other community chosen representative out. It is >> not a case of he must be good, the others are bad. It is more complicated. >> Thanks, >> GerardM >> >>> On 29 December 2015 at 13:19, Gnangarra <gnanga...@gmail.com> wrote: >>> >>> there are bigger questions than why like; >>> >>> - how can this take place >>> - how can the community ensure its representatives independence in the >>> future, >>> - what effect will this have on other elected representatives on the >>> board >>> >>> The Florida statute( >>> https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred >>> to earlier says that If a director is elected by a class, 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. Do they even have ability to remove the person in the first >>> place given the action of the board why are they also determining the >> next >>> steps in the replacing our representative. >>> >>> Gn. >>> >>>> On 29 December 2015 at 19:53, Thomas Goldammer <tho...@gmail.com> wrote: >>>> >>>> 2015-12-29 10:15 GMT+01:00 Isarra Yos <zhoris...@gmail.com>: >>>> >>>> >>>>> It says a lot, but just what that is depends entirely on the context. >>> And >>>>> for community members who voted for him, that context could mean we >>>> should >>>>> also no longer have confidence in him elsewhere in the projects, or >> in >>>> the >>>>> board, or have no bearing on either thing whatsoever. Not knowing >> just >>>>> means there's no indication what to trust. >>>> >>>> >>>> I'd rather lose the trust and confidence in those 8 Board members than >> in >>>> him without knowing what was the cause for his disbarment. ;) >>>> >>>> Maybe the Board by-laws have to be changed, too. Throwing out a >>>> community-elected member like this, without providing a reason, is no >> way >>>> to deal with the community who elected this member. It should be >>> mandatory >>>> that the Board provides reasons together with the announcement to avoid >>>> exactly this kind of discussions and speculations, not a day (or more) >>>> later. >>>> >>>> And as for no-cause disbarments for community-elected members in a >>>> community-driven environment - uhm... I don't need to delve into that, >>>> everyone can see the problem. The Board should just not be allowed to >>>> disbar community-elected members without a cause, as that undermines >> the >>>> authority of the community over those seats on the Board. >>>> >>>> Th. >>>> _______________________________________________ >>>> Wikimedia-l mailing list, guidelines at: >>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines >>>> New messages to: Wikimedia-l@lists.wikimedia.org >>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >>>> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> >>> _______________________________________________ >>> Wikimedia-l mailing list, guidelines at: >>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines >>> New messages to: Wikimedia-l@lists.wikimedia.org >>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >>> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> >> _______________________________________________ >> Wikimedia-l mailing list, guidelines at: >> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines >> New messages to: Wikimedia-l@lists.wikimedia.org >> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, >> <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> > _______________________________________________ > Wikimedia-l mailing list, guidelines at: > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > New messages to: Wikimedia-l@lists.wikimedia.org > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, > <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
