On Thu, Dec 31, 2015 at 10:07 AM, Anthony Cole <ahcole...@gmail.com> wrote:
> Matt, here
> <https://en.wikipedia.org/w/index.php?title=User_talk:Jimbo_Wales&diff=697407200&oldid=697407110>,
> Jimmy says this was a removal for cause.
> Anthony Cole <http://en.wikipedia.org/wiki/User_talk:Anthonyhcole>
> On Thu, Dec 31, 2015 at 2:45 PM, Matthew Flaschen <
> matthew.flasc...@gatech.edu> wrote:
>> On 12/29/2015 07:19 AM, Gnangarra 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.
>> IANAL, but I believe that clause does not apply.  There are no "members of
>> that class, chapter, unit, or grouping." because there are no members at
>> all (https://wikimediafoundation.org/wiki/Bylaws#ARTICLE_III_-_MEMBERSHIP).
>> It is also under "2. A majority of all votes of the members, if the
>> director was elected or appointed by the members." which also does not
>> apply for the same reason.
>> To be clear, I believe the board's action was legal, but I believe that
>> ethically they should state whether it was for cause, and if at all
>> possible why he was removed.

do the clauses from 617.0808 apply at all - as the bylaws explicitly
specify removal? "Trustees .. are understood to act as fiduciaries
with regard to the Foundation". "The Board will approve candidates who
receive the most votes". " Trustee may be removed, with or without
cause, by a majority vote of the Trustees".  the election page states
it like this: "Members of the Wikimedia community have the opportunity
to elect three candidates to a two-year term which will expire in
2017." the community is a class in the sense of 617.0808, and would
apply if the bylaws do not specify removal, isn't it?

jimmy wales btw wrote on his talk page "... this was a removal for
cause" and "I do not support any changes to the bylaws around the
composition of the board at this time. There is a very unhealthy and
plainly false view among some in the community that elected board
members are more supportive of the community than appointed. It
actually doesn't turn out that way in practice, and with good reason.
All board members have a fiduciary duty to the organization, which
means that caring about the community - the lifeblood of the
organization - comes naturally to everyone." :

the whole story reminds me on what josh wrote in the ny times months ago:
The election — a record 5,000 voters turned out, nearly three times
the number from the previous election — was a rebuke to the status
quo; all three incumbents up for re-election were defeated, replaced
by critics of the superprotect measures. Two other members will leave
the 10-member board at the end of this year.


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