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(a)gmail.com> wrote:
> Yair, thanks for looking it over carefully.
>
> On Thu, Jan 21, 2021 at 6:35 PM Yair Rand <yyairrand(a)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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