Greetings, this is a semiautomated response pointing out that the Wikimedia Foundation Board is not elected, it's self-appointing. The so-called "elections" are in fact nominations to be considered by the Board.  Therefore, the Bylaws have not been broken.

This is an unfortunate arrangement, please see [1] for some background about the conversion from a membership organization to a non-membership organization which is no longer legally required to hold elections.

Regards,

Adam W.
[[mw:User:Adamw]]

[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy

On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
The terms of 3 BoT members expired last month, and the BoT itself decided
to extend them? What is the legitimacy of that? And why is a BoT which is
expected to be in a mere interim management waiting for elections,
presenting profound changes to its Bylaws [1]?

[1] -
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes

Best,
Paulo

Nataliia Tymkiv <ntym...@wikimedia.org> escreveu no dia quarta, 7/10/2020
à(s) 16:49:

Hello,

I can answer a few of the questions raised in this thread.

When the Board postponed the community selection of trustees, we also
extended the terms of the trustees in the affected seats (María Sefidari,
Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
to expire last month, but because of that term extension they are still
serving as trustees, and as such María remains the Board Chair and Dariusz
and James continue on as Committee Chairs[2].

Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
an additional three-year term[3][4].

The current members of the Board of Trustees are listed on the Wikimedia
Foundation website[5].

We do not currently have a shortage of trustees on the Board, and we have
had a quorum for every decision we have made this year. We have published
some outstanding Board records, many of which were just approved at our
recent meeting in September[6][7].

I have just sent an email to this list, as well as posted an update to
Meta-Wiki, with a request for feedback on matters related to the
Foundation’s Bylaws and trustee selection[8]. That announcement contains
more information about the postponed community selection of trustees.

Best regards,

antanana / Nataliia Tymkiv

Vice Chair, Wikimedia Foundation Board of Trustees

[1]

https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process


[2]

https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019


[3]

https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020


[4]

https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020


[5] https://wikimediafoundation.org/role/board/


[6] https://foundation.wikimedia.org/wiki/Meetings


[7] https://foundation.wikimedia.org/wiki/Resolutions

[8]

https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
<
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric

*NOTICE: You may have received this message outside of your normal working
hours/days, as I usually can work more as a volunteer during weekend. You
should not feel obligated to answer it during your days off. Thank you in
advance!*



On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi <billtakato...@gmail.com>
wrote:

After I asked my questions on September 4, I was sent the message
below by some role account I've never heard of, asking about claims
that have used the names of five other people. I don't edit under my
real name, but I have never used the names in the linked forum
postings.

The linked posts also claim that the Foundation's nonprofit status is
at risk. I am not a lawyer, but I am skeptical of that claim even
though five Trustees whose three-year terms expired in August
apparently voted on a Resolution in a Board meeting on September 24.
According to Section 4 of the Bylaws, "A quorum shall consist of a
majority of Trustees then in office." Section 6 says, "the Board may
continue doing business as a Board during the vacancy of any Trustee
position." Therefore, since four of the five remaining Trustees all
voted in favor, the Resolution was properly carried, in my layperson's
view. I am less certain about the propriety of allowing a Trustee
whose three year term expired to continue to serve as Chair.

The lack of any update or even ETA for an update on


https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
is baffling. Elections have never been held in person, only online,
and so the excuse that they were postponed because of the pandemic
crisis seems extremely suspicious. Indefinitely delaying elections for
such a vacuous reason makes the Foundation look like the worst of the
bad actors in today's international political climate. Doesn't the
cancelled travel of the pandemic crisis give the Foundation more time
to hold elections, not less? Whether non-profit status is at risk or
not, I would hope that the Foundation, Board, and Elections Committee
would be more interested in upholding the principles of good
governance than failing to even announce a new schedule or even a date
by which a new schedule will be announced.

-Will

On Mon, Sep 14, 2020 at 10:31 PM Gender Desk <genderscr...@gmail.com>
wrote:
Mr. Takatoshi,

Wikipediocracy has suggested that you have also used the names "Rogol
Domedonfors, Renée Bagslint, Jennifer Pryor-Summers, Felicity Braingut,
Thomas Townsend and others."
http://wikipediocracy.com/forum/viewtopic.php?f=14&t=11567
Can you comment on that?

Regards,
Genderdesk

genderdesk.wordpress.com

On Mon, Sep 14, 2020 at 7:38 PM Samuel Klein <meta...@gmail.com> wrote:
Can anyone from the elections committee comment?  What is the current
plan?    //S
On Fri, Sep 4, 2020 at 8:05 PM Bill Takatoshi <billtakato...@gmail.com
wrote:

How long can the Foundation legally postpone Board of Trustees
elections?


https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
has a comment from April saying, "Once things get moving again,
appopriate [sic] date for the election will be decided and an
announcement will be made."



https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees#Current_members
suggests that five board members terms end on "Wikimania 2020" -- but
is that accurate?



https://foundation.wikimedia.org/wiki/Resolution:Term_Limit_Proposal_for_Bylaws
is clear that "All Board terms are three years" and "the term of each
such appointment shall not exceed three years."

Who are the current members of the Board of Trustees?

Can the board achieve a quorum in its present state?

Who is the Chair currently?

--
Samuel Klein          @metasj           w:user:sj          +1 617 529
4266

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