Bylaws

By-laws link: http://www.wikimediafoundation.org/bylaws.pdf 
I will be referring to articles, sections and subsections like so: 
(IV 2.3) = Article IV Section 2.3

Delirium wrote on Wikipedia-l:
>Actually I'm confused about how the selection takes place.  
>As far as I can tell, the board has *five* members; two 
>members of the Board will be elected "within 90 days" of 
>the adoption of the bylaws, and then re-elected periodically.  
>The other three are initially Jimmy Wales, Michael Davis, and 
>Tim Shell.  When do we get to elect these three slots?  

My understanding is that those positions will be held by Michael Davis, and 
Tim Shell for a period of one year from the adoption of the by-laws unless 
they resign (III 4.2) or are removed for cause (III 4.3). They, along with 
Jimbo make up the initial set of trustees (IV 2.2). Article IV Section 2 
needs to be rewritten, IMO, since it seems to be circular nonsense: How can 
the Trustees elect the initial Trustees? Which came first and how does that 
relate to general membership selection of trustees? 

>Are they permanent life members of the Board?   

They are not life members (III 1C) and there does not appear to be any 
provision for permanent board membership, per se. Although the only provision 
for membership-elected trustees (IV 2.1) states that only two trustees are 
selected by the membership. This leaves the selection of the other three in 
limbo AFAICT.  

>I'm fine with Jimbo being a permanent life member, but I'm not 
>sure I even know who Michael Davis and Tim Shell are, 

Jimmy Wales, Tim Shell and IIRC Michael Davis are all co-owners of Bomis. 
http://en.wikipedia.org/wiki/Bomis 

I imagine this trio were used for legalistic convenience to get the bylaws 
enacted and to make sure that people who know the legal and practical ins and 
outs of running an organization are on the board for the first year. 

This, IMO, was a very smart move from a long and short term organizational 
perspective, but it may be contentious on the political front. 

>let alone know them well enough to feel comfortable giving them 
>a seat on the board in perpetuity.

I see no provision in the by-laws that can be used to make Tim Shell and 
Michael Davis perpetual members of the board. 

I found this odd though: Since Michael Davis and Tim Shell do not appear to be 
active editors of any Wikimedia project and they are not life members, I 
cannot see how they qualify for board membership. Article IV Section one 
clearly states "All trustees must be active (contributing or volunteer) or 
life members of the Foundation." I guess the rules for initial board members 
are different for start-up purposes.... But I do see that Article IV Section 
2.2 goes on to list the initial board members. 

I can only surmise that their Wikimedia membership is based on the 
considerable amount of money that Bomis (a company they co-own with Jimbo) 
invested in Wikipedia during its first year and the significant amount of 
money and resources that Bomis continues to provide for Wikimedia. That would 
make them either sustaining (III 1D) or sustaining/corporate (III 1E) 
members. 

-- Daniel Mayer (aka mav)