Hi everyone,
The Board has discussed and approved some governance improvements in two recent meetings, on December 9 and January 8. As the governing body for the Wikimedia Foundation, we want to improve our capacity, performance, and representation of the movement’s diversity. We have amended the Bylaws in support of that goal. Please check the details in the announcement published on Meta and on the Diff blog:
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/Janua...
https://diff.wikimedia.org/2021/01/21/approval-of-bylaws-amendments-and-upco...
Kind regards,
María
It looks like the Board ignored the feedback, and also just decided not to tell anyone about that until a month and a half after the decision was finalized. The bylaws changes were implemented on December 9, according to the resolution text.
Those "loopholes" people mentioned are still there (the change from precise numbers to "As many as" eight community/affiliate seats, and the bylaws no longer mentioning community voting), with the addition of at least one new one. The change from "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." to "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 differences include: (a) Previously, having an equal number of community/affiliate and appointed seats was not okay, community/affiliate seats had to outnumber appointed seats. Now, the bylaws are fine with adding an appointed member even if it brings their number up to that of the community/affiliate seats, so long as it doesn't go past that number. (Note that "Board-selected" is a separate category from the Founder seat.) (b) The Board is permitted to let community/affiliate terms expire (or remove members outright), not appoint new ones (remember, "as many as" is now the text), and then since the appointed seats already outnumber the community/affiliate seats, the Board is permitted to add new appointed members anyway ("if it would _cause_ [...] to outnumber", presumably doesn't apply if they were already outnumbered). At that point, of course, the remaining Board could just change the bylaws to change the numbers and make itself entirely self-perpetuating, but it wouldn't even have to.
It does not matter in the slightest how effective the Board is, if it is not a Wikimedia Board.
I don't know what will happen now, but I think it is quite clear that, if we make it out of this, we can no longer leave the Board in such a precarious situation as we had with four of ten members appointed, or with the legal model being that of self-perpetuation. The Board must be accountable to the movement, and the Board must not https://meta.wikimedia.org/wiki/User:Yair_rand/WMF_membership_proposal have the legal ability to take that away.
-- Yair Rand
בתאריך יום ה׳, 21 בינו׳ 2021 ב-12:15 מאת María Sefidari < maria@wikimedia.org>:
Hi everyone,
The Board has discussed and approved some governance improvements in two recent meetings, on December 9 and January 8. As the governing body for the Wikimedia Foundation, we want to improve our capacity, performance, and representation of the movement’s diversity. We have amended the Bylaws in support of that goal. Please check the details in the announcement published on Meta and on the Diff blog:
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/Janua...
https://diff.wikimedia.org/2021/01/21/approval-of-bylaws-amendments-and-upco...
Kind regards,
María
--
María Sefidari Huici
Chair of the Board
Wikimedia Foundation https://wikimediafoundation.org/
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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
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 _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
@Nataliia: The change to what is now Article IV Section 3(F) is not merely making things more specific, it is a numerically different outcome. Had that change not been implemented, the current Board (with five community-/affiliate-selected and four Board-selected members) would not be allowed to appoint a fifth Board-selected member before a sixth community-/affiliate-selected member was added. Now, the Board is permitted to immediately add another appointed member, resulting in five of each, ending the community majority. While doing so would violate previous critical Board commitments, these commitments are no longer enforced by the bylaws. The new restriction appears to only apply when the (pre-appointment) number of community-/affiliate-selected members and Board-selected members are exactly equal.
@SJ: I tried to put together a three-way diff between the old text, the October proposal, and the final text at https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/Octob... . (Turned out to be not quite as readable as I hoped, unfortunately. Also, no summary. Still, might be helpful to some.)
-- Yair Rand
בתאריך שבת, 23 בינו׳ 2021 ב-4:40 מאת Nataliia Tymkiv < ntymkiv@wikimedia.org>:
Hello!
The concerns expressed by Yair and SJ can be divided in two main categories:
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 _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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On Thu, 21 Jan 2021 at 17:15, María Sefidari maria@wikimedia.org wrote:
Hi everyone,
The Board has discussed and approved some governance improvements in two recent meetings, on December 9 and January 8. As the governing body for the Wikimedia Foundation, we want to improve our capacity, performance, and representation of the movement’s diversity. We have amended the Bylaws in support of that goal. Please check the details in the announcement published on Meta and on the Diff blog:
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/Janua...
https://diff.wikimedia.org/2021/01/21/approval-of-bylaws-amendments-and-upco...
Kind regards,
María
+450 staff organization. Is perhaps this the point where we consider if the organisation has outgrown its volenteer base to the extent that its a problem. The english wikipedia only has 497 active admins.
wikimedia-l@lists.wikimedia.org