New subject: Proposed changes to the Wikimedia Foundation Bylaws

7 Dec 2018

Dear all,

The Wikimedia Foundation Board of Trustees is considering amending the
Wikimedia Foundation Bylaws. Nataliia Tymkiv, Chair of the Board Governance
Committee, is leading this process. She has posted the proposed changes on
Meta for discussion
<https://meta.wikimedia.org/wiki/Wikimedia_Foundation_bylaws/December_2018_-_Affiliate-selected_trustees,_term_limits,_and_diversity>
prior to our vote on them during the Board meeting scheduled for January
23, 2019. We invite you to comment on the proposal's talk page. As usual in
these cases, two weeks are provided for community comment, from December 7
to December 21.

By making the proposed changes to the Bylaws, the Board intends to achieve
three goals:

*1. Include User Groups in the trustee selection process*

Though User Groups have existed as a model of affiliation within the
Wikimedia movement for a number of years, they have not been included
together with Chapters and Thematic Organizations as participants in
selecting Wikimedia Foundation trustees. There are now over 100 recognized
User Groups, many of which represent emerging communities within the
Wikimedia movement. The Board believes that the perspectives of User Groups
combined with those of Chapters and Thematic Organizations will lead to the
selection of the best trustee candidates.

The Board acknowledges that the ongoing Wikimedia movement strategy process
may result in changes to many aspects of the Wikimedia movement, including
the structure of movement affiliates. As a result, any changes we make now
to the Foundation Bylaws regarding the role of affiliates in the trustee
selection process may need to be modified again in the future, in turn
requiring additional amendments to the Bylaws. However, the Board did not
want to delay providing User Groups with a voice in the upcoming 2019
trustee selection process.

*2. Raise term limits for trustees from two to three consecutive terms*

Term limits for trustees were added to the Bylaws in 2015. At the time,
there was a desire on the Board to bring in new voices and specific
skill-sets needed for the growth and development of Wikimedia projects. The
changes made at that time have resulted in some notable successes in that
regard. The Board remains committed to seeking out new voices, and
providing the community with ample opportunities to promote such voices as
candidates for the Board.

As the Wikimedia movement and the Wikimedia Foundation think forward
further to the future, the Board will need to oversee the Foundation in
setting, following through on, and achieving longer-term goals. The Board
believes it will be better able to fulfill its role if it allows for the
potential of a longer time on the Board for individual trustees who bring
essential expertise and insight to the Board. The possibility of serving
one additional term on the Board also reduces the amount of time the Board
and Foundation staff spend on trustee recruitment and onboarding. Raising
the maximum number of consecutive terms a trustee may serve from two to
three terms achieves these goals, and is also consistent with the practice
of many other boards. Raising the maximum number of terms that can be
served consecutively does not change the fact that the community, including
affiliates, will continue to be able to determine every three years whether
or not to re-elect currently serving trustees or whether to elect new
candidates - just as is the case now.

*3. Reaffirm the Board’s commitment to diversity*

The Wikimedia movement is global, built on a vision of reaching every
single human being and working toward a strategic goal of knowledge equity
for all. The Board believes that it can best serve the Wikimedia Foundation
and the movement by reflecting a wide range of human experiences. We want
to underscore and codify this belief in the Bylaws by adding express
language affirming our commitment to diversity and inclusion of all voices,
throughout our communities - new, older and emerging.

Kind regards,

María Sefidari
Chair, Wikimedia Foundation Board