Hello!

The concerns expressed by Yair and SJ can be divided in two main categories:

1. The process to select and appoint Community- and Affiliate-selected trustees are not defined in the Bylaws. This is correct. This was a topic discussed and not resolved during our last community review. We said that the Board would not make any decision before organizing another community discussion. This is the call for feedback mentioned in the same announcement, planned to run between February 1 and March 14. After this call for feedback, the Board plans to approve the process and start the renewal of the three overdue seats and the selection of the three new seats.

2. The newly approved Bylaws allow for a circumstance where Board-selected trustees can get a majority and take control over the Foundation. Here we disagree. The intention of the Board is clear: the community- and affiliate- trustees have one seat more than the directly appointed trustees, and in addition we have Jimmy Wales’ Founder seat. The changes in the language just want to accommodate for real-life circumstances causing seats to become vacant until they are filled again. We don’t want loopholes either. If someone demonstrates a loophole, Bylaws in hand, we shall review it.

About SJ’s questions.

> * "As many as" eight community/affiliate seats -- under what conditions would there be fewer?  Are there conditions where a term might expire or be vacated without replacement?

 

For example, today we are only five community- affiliate- selected trustees, and there will be a period of time until the three new seats are filled. The Bylaws contemplate situations like resignations and removals. Life happens, and when a seat becomes vacant during a term, it takes time to appoint a new trustee.

 

> * No mention of voting -- just the promise of "a series of options [for] strong community processes to select representatives". How are these being developed / is there a long-list of potential options under consideration?  

 

As said, we shall decide on community processes only after the upcoming call for feedback. 

 

> * The change from "majority community-selected" to "at least half community-selected"  - intentional, and if so to what end?

 

This is for clarity of language and math. Before it said “A majority of the Board Trustee positions, without counting the Community Founder Trustee position  shall be selected or appointed from the Affiliates collectively and the community.” Now the same point reads: “The Board shall not appoint a new Board-selected trustee if it would cause the Board-selected Trustees to outnumber the Community- and Affiliate-selected Trustees.” The current text is more specific and directly applicable to the real-life circumstances mentioned above.

As said, life happens and sometimes seats may be vacant for a while. The previous text was not clear about what to do in a scenario where temporarily community- and affiliate- selected trustees are not in majority over the Board-selected trustees. If that would happen, we would become automatically out-of-compliance with our Bylaws. The current language is clear and would allow us to handle a delicate situation without worrying about compliance.

I hope that helps!

Best regards,
antanana / Nataliia Tymkiv

Vice Chair, Wikimedia Foundation Board of Trustees

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 Fri, Jan 22, 2021 at 3:55 AM Samuel Klein <meta.sj@gmail.com> wrote:

Yair, thanks for looking it over carefully.  

On Thu, Jan 21, 2021 at 6:35 PM Yair Rand <yyairrand@gmail.com> wrote:

Those "loopholes" people mentioned are still there, with the addition of at least one new one.

Hm.  Maria, an easier-to-read diff like the one Laurentius made for the proposal, would be most welcome. 

For each of these loopholes, could you be explicit about the intent, and whether or not the new apparent loophole is desired, or a bug to be fixed?

* "As many as" eight community/affiliate seats -- under what conditions would there be fewer?  Are there conditions where a term might expire or be vacated without replacement?

* No mention of voting -- just the promise of "a series of options [for] strong community processes to select representatives". How are these being developed / is there a long-list of potential options under consideration?  
* The change from "majority community-selected" to "at least half community-selected"  - intentional, and if so to what end?
* The loophole where "shall not appoint" still allows the Board to become minority community-selected  - intentional, and if so to what end?   

Warmly,  SJ

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