Updates from Wikimedia Foundation Board - Wikimedia-l

28 Apr 2020

Dear all,

I would like to share with you some updates on Wikimedia Foundation Board
governance, concerning board composition, annual planning, and more.

The past few weeks and months have been difficult for many of us as
COVID-19 changes our schedules and lives, but we are being really true to
the vision of “the world in which every single human being can freely share
in the sum of all knowledge”—on the whole the visits to Wikimedia projects
have increased by more than 30% over the past month. It is impressive that
the volunteer communities continue to produce the information that informs
everyone through  graphs and data seen by millions and careful synthesis of
the medical and administrative facts. Wikimedia volunteers’ work is present
in top stories on the novel coronavirus. We volunteers do this despite the
need to tend to home chores, take care of kids and the elderly, probably
feeling depressed or fearing for our jobs, economy, health and the lives of
relatives and friends all over the world.

In these circumstances, it may seem odd to be hearing about board
governance updates, but those are still important, for the long-term
thriving of our movement. I joined the Board because I wanted to explore
ways of improving understanding between the Foundation and the communities,
and to help the trustees provide what was needed to our communities. No
Board will ever do this perfectly, and I know, as do we all, that there
have been occasions in the long years of the movement on which the Board
had not supported the Foundation and communities in the ways we all hoped
and needed. We as Board members want to play our part in building a
Wikimedia that will sustain our mission far into the future. Please forgive
the length of this message—it is a lot of things to share in one letter.

== Designing a better Board for Wikimedia ==

One of the most significant initiatives the Board worked on collectively
over the last year was to run an official Board governance review. In large
part this review was a response to direct requests for clarification from
the community over several years. I will explain a few of the
recommendations that came from this review, and the changes we are making
based on these recommendations.

In early 2019, the Foundation Board Chair and Executive Director
commissioned Board Veritas (named Taylor Strategic Partnerships at the
time) to review how the Board might more effectively support the goals of
the Wikimedia Foundation and the Wikimedia movement. Board Veritas was
chosen because of their expertise in the governance of U.S. nonprofits with
global operations and internationally diverse boards, as well as their
background in developing strategic comparisons with other not-for-profit
boards.

The resulting recommendations [1] centered on increasing the Board’s
effectiveness in fulfilling its governance responsibilities, including
improving the process for selecting Board members; developing greater
clarity around Board roles, responsibilities and accountabilities; better
leveraging the talents and skills of trustees in service to the
Foundation’s mission and strategic goals; improving trust and interactions
between the Board, the ED/CEO, and staff; and strengthening strategy and
program oversight.

The Board began taking steps to respond to the recommendations right away,
at a special meeting in July 2019 [2]. At that meeting, we lengthened the
terms of Board officer and committee chair positions from one year to three
years, and we tasked the Board Governance Committee with the preparation of
proposals for how to implement additional changes.

We will have more to share in the near future when the Board will be
engaging broadly on the outcomes, but the first big planned change is
expanding the number of seats on the Board, from 10 to 16. This includes
increasing the current number of seats sourced from the wider Wikimedia
community (including affiliates) by three, for a total of eight
community-sourced seats. The majority of the Board and I feel that this
overall growth is necessary for us to increase our capacity to meet the
governance needs of the Foundation—and better reflect the growing and
diverse communities we serve with the increased number of voices from
community sources.

== Community-selected Board seats ==

The voting process to select nominees for three Community-selected Board
seats was intended to open candidate submissions soon. In normal
circumstances this selection process occurs every three years and would run
this month. However, we feel that the widespread global impact from the
ongoing COVID-19 pandemic and the resulting strain on resources make it
unwise and unreasonable to continue the voting process on its planned
timeline:

The selection process requires extensive effort from community members (to
read proposals, ask questions, be engaged and informed, and of course
vote); candidates (to write statements and engage with community
questions); the Elections Committee (to run the process, including
responding to questions and engaging across languages); Foundation staff
(to support the Elections Committee in running the process and coordinating
the work across all stakeholders); and the Board (to make high-level
decisions and follow the process, also across languages). Given the public
health crisis and the many extraordinary demands on every person’s time and
attention, we believe we can not expect or require the level of sustained
effort and engagement needed to hold a successful trustee selection.

We do not want to delay the trustee selection process any longer than we
have to, and we will continue to evaluate whether it is appropriate to
proceed based on the best information available to us. It takes time to
plan and run the selection, so once the postponed process can resume we
will still need to work out the best timing for it. It does not currently
seem likely that the process will resume before August 2020, but we are
committed to completing it before the end of June 2021.

In order to ensure sustained community representation on the Board, we are
extending the terms of the three community-selected trustees currently
occupying those seats (María, Dariusz, and James) for up to a year until we
are all ready to run the postponed process. I would like to thank them for
their service to our communities and dedication to our shared mission.

Note: The selection process is mandated by the Bylaws to happen every three
years according to a schedule and process set by the Board of Trustees. The
process last occurred in 2017, so if we determine that it is best to
postpone the process past 2020, this will require a modification of the
Bylaws. The necessary modification of the Bylaws will be part of
forthcoming recommendations as we learn more about when we can all dedicate
the necessary time to the selection process.

== Wikimedia Foundation Annual Plan timeline  ==

The Wikimedia Foundation Annual Plan would normally be completed in April
and posted for your feedback in May. This year, the Board has provisionally
approved an extended and revised timeline for annual planning in order for
us to remain sensitive to global economic conditions and revenue
projections.

We are also adjusting the timelines and expectations for our affiliates
during this time. Our affiliates and user groups hold a lot of in-person
events and are transitioning some of their work online and having to
postpone or cancel some events entirely. We are all having to rethink the
next year and recognize that the adjustment is going to take time. This
pandemic is a changing situation and will affect parts of the globe
differently over time. We need to remain flexible during this time of
uncertainty.

There will be future updates on annual plan progress from the Foundation,
but we wanted to let you know as soon as we could that the usual timelines
are postponed.

== Board meeting minutes & resolutions ==

Some of you have asked for minutes and resolutions from our recent
meetings, as we are behind in publishing these notes. I apologize that we
fell behind in this; once we were behind, it became harder to catch up, and
we have only now been able to read and approve them all. The minutes were
posted and you will find them on the Wikimedia Foundation Governance Wiki
[3]. I shall update on this thread when they are all up.

Voting online to approve the minutes is not always possible, so we are
approving them during our meetings. The timeline of the expected publishing
of the minutes was too ambitious, and this would need to change. Amanda
Keton, our General Counsel and Secretary of the Board, will see to adopting
the practices needed and having support in place to help us review more
quickly.

== To recap ==

* In early 2019, the Foundation Board Chair and Executive Director hired
Board Veritas to conduct a Board Governance Review, and we are sharing the
resulting recommendations [1].

* We are planning to expand the number of seats on the Board, from 10 to
16. This includes increasing the current number of seats sourced from the
wider Wikimedia community (including affiliates) by three, for a total of
eight community-sourced seats. This change will require changing the
Bylaws, especially regarding the selection pathway for the additional
seats. We plan to present the Board’s vision and hold a community
discussion as part of the process for the Bylaws change.

* We are postponing the trustee selection process by up to a year because
of the ongoing COVID-19 pandemic by up to a year, the resulting strain on
resources, and the added burden to our communities. And we shall be
modifying the Bylaws to allow for this revised timeline in the selection
process, if needed.

* We are approving an extended timeline for the Wikimedia Foundation Annual
Plan.

* And we are posting the remaining backlog of trustee meeting minutes and
resolutions. After they are all up, I shall update on this thread.

As these are a lot of topics to talk about, please post your
thoughts/comments on the talk page of my message on Meta:
https://meta.wikimedia.org/w/index.php?title=Wikimedia_Foundation_Board_not…
. It would be easier to have a structured discussion there, rather than
dozens of emails in this thread. Depending on interest and our shared
situation we might hold a video “town hall” to discuss more details of some
of these plans with you all.

Also we are currently working on an update to our 2016 statement on
community culture in order to reinforce our commitment to safety on our
projects. We look forward to sharing it with you in May.

Please take care of yourselves.

[1]
https://foundation.wikimedia.org/wiki/File:Board_Veritas_Governance_Recomme…

[2] https://foundation.wikimedia.org/wiki/Minutes/2019-7-10

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

Best regards,
antanana / Nataliia Tymkiv

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!