Legal:Bylaws: Difference between revisions
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Board-adopted amendment to Article IV, Section 2, incorporated |
Board-adopted amendments to Article IV, Section 3, incorporated |
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===Section 3. Selection.===
(A) Governance priorities. The Board
(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 fund-raising 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.
===Section 4. Meetings.===
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