Dear Indic Wikimedians,
The Wikimedia Foundation Board of Trustees has discussed and approved some
improvements to the Board’s governance structure and processes, in two
recent meetings on December 9 and January 8. As the governing body for
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.
The new Bylaws incorporate these main changes:
- *Increase of the Board size to a maximum of 16 trustees (it was 10).*
The trustee role is volunteer, unpaid. The Board thinks that more trustees
are needed to adequately cover the many areas of expertise required to
steer the Wikimedia Foundation, a +450 staff organization supporting an
international movement formed by hundreds of projects and communities.
- *Combining community- and affiliate-selected trustees into one
category.* Rather than a specified number of community-selected and a
specified number of affiliate-selected seats, the Board has determined that
8 seats on the 16-seat Board shall be “community-and-affiliate-selected”
seats. These processes are not defined in the Bylaws, and we will discuss
them separately. The Board appoints up to seven seats directly. The status
of Jimmy Wales as Community Founder Trustee remains unchanged. We have not
used the term “community-sourced” that we initially proposed and instead
now call these “communty-and-affiliate-selected” seats.
- *Maintaining a balance between community/affiliate-selected seats and
Board-selected seats.* The Board has added a safeguard to ensure that a
Board-appointed seat cannot be added if it would mean outnumbering the
community-and-affiliate-selected” seats. The Board is committed to ensuring
strong community representation.
Other changes refer to the terms and renewals of trustees, the resignation
of other staff and governance roles before joining the Board, and the
creation of an optional second Vice-Chair role. We have clarified the
Bylaws language in topics like the fiduciary duty of trustees, the CEO’s
role in meetings, the Treasurer’s duties, and the wording around the legal
requirement that the Board make final appointments to the Board - including
where there is a community/affiliate process to nominate candidates.
The Bylaws page on Foundation Wiki
<https://foundation.wikimedia.org/wiki/Bylaws> has been updated to
include these revisions (check the diff).
The Trustee Evaluation Form
to aid in evaluating Board candidates, initially presented as “Candidate
rubric”, has been approved by the Board.
We are organizing a multilingual call for feedback
to discuss the processes to select trustees from the community. The Board
will put forward a series of options for consideration and discussion, each
one intended to meet the goal of strong community processes to select
representatives, and a goal of improved skills, qualifications, and
diversity in the candidates that are ultimately appointed. This call will
start on February 1 and will run until March 14. The Foundation is
preparing a team of facilitators to ensure broad awareness, participation,
and representation across the movement.
The results of this call for feedback will inform the Board's decision
about these processes expected to come in March-April. The Board will meet
to review and approve a final selection pathway. After the pathway is
approved, we plan to start the process to renew the three overdue community
trustee seats and appoint the three new ones.
Please let me know if you have any questions. I will be facilitating the
conversations related to this in the South Asian region during the call
Board Governance Facilitator