Talk:Wikimedia Foundation Board noticeboard/October 2020 - Proposed Bylaws changes

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This page is for discussions related to the October 2020 Bylaws changes and Board candidate rubric.

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Composition[edit]

Whereas I am generally not happy with the proposals, I understand where they are coming from. However, I am absolutely can not live with the hypothetical situation when the board has 9 members of which 7 are appointed. This was not possible with the previous bylaws. It should be a clause that selected + founder must always be in a majority or make the half. If resignations / deaths/ removals make this not possible new elections must be scheduled, and the board should stay not operational until the new community trustees are selected.--Ymblanter (talk) 15:23, 7 October 2020 (UTC)

I was in the belief that the current Board has 3 members with an expired mandate, and was merely in interim management while expecting for new elections. Why is such a Board presenting changes to it's Bylaws? Even if this gets in place, I don't believe it will ever have any legitimacy (apart the legitimacy use and time tends to give).--- Darwin Ahoy! 15:49, 7 October 2020 (UTC)
I agree with you, Ymblanter, that we should take great care that the majority is always held by community+founder. I think that a simplistic clause may not be the best solution for that, as it is not actually possible for the board to "stay not operational". At all moments in time someone is the board with rights to make decisions - I don't think it is legally possible (much less, desirable) to end up in a state where no decisions can be taken at all.
In almost any structure, we can imagine a situation in which for whatever reasons enough community board members resign that the board would temporarily have a majority of non-community board seats. It's a hard problem to design against. I'm not saying that it is impossible, and I would welcome a further discussion about how we might word something to achieve this goal. (One simple idea which may not survive detailed scrutiny, since I just thought of it: a rule that no *new* board-selected seats can be added whenever doing so would alter the balance. That is, imagine a situation where resignations gets us to 4-3-1 (appointed/elected/founder) - then no additional appointed seats can be added until the elected seats are topped up.)--Jimbo Wales (talk) 03:55, 8 October 2020 (UTC)
Isn't it possible to add in the bylaws that community-sourced board members + founder should be in the majority, and that when it is not the case anymore because of a resignation/other cause, the board has to initiate within X days (with x = 7 for example) an election process for a new community-sourced board member? Regards, — Jules Talk 08:28, 8 October 2020 (UTC)
Yes, I think we all agree here on the general idea, and the details can be worked out. However, I think the situation when a board in which non-elected members temporarily hold majority takes an important decision (for example, hires a new CEO or changes the bylaws) is not really acceptable and must be avoided. We need some provisions to make sure it does not happen.--Ymblanter (talk) 09:10, 8 October 2020 (UTC)
One of the solutions, that is 100% effective, is to remove all appointed seats. Sincerely, Taketa (talk) 14:04, 8 October 2020 (UTC)

I suggest adding a point Diii along the lines of 'The Board shall not make new appointments of Board-selected trustees if, by their appointment, the number of Board-selected trustees would exceed the number of Community-sourced trustees'. Thanks. Mike Peel (talk) 19:25, 8 October 2020 (UTC)

This is in line with what Jimbo said above, and I think it is a valid way to address the issue, without creating risks. To express precisely Jimbo's idea, and match the current structure, we should write "be greater than" instead of "exceed" (i.e., in the 4-3-1 (appointed/elected/founder) you can't make new appointments until you have elections). - Laurentius (talk) 16:42, 10 October 2020 (UTC)
+1 on Mike and Laurentius, or on any solution that will ensure that the Board - at least nominally - will stay for the majority in the community's hands, while remaining open to further additions. Sannita - not just another it.wiki sysop 20:14, 10 October 2020 (UTC)
Jimmy's proposal, alone, is an insufficient safeguard. I disagree firmly with this range proposal unless a broader set of safeguards is added. I set out a proposal below Range safeguards, but I'm sure there are tweaked and/or additional ones that would be beneficial as well. Nosebagbear (talk) 19:10, 21 October 2020 (UTC)

I agree with Brion Vibber and Wikimedia NYC: https://lists.wikimedia.org/pipermail/wikimedia-l/2020-October/095790.html in particular, "Wikimedia Foundation must reject these proposed bylaws changes to preserve our open, democratic nature, and hold elections to fill all seats." I intend to make a new section below about this. 107.242.121.29 19:25, 23 October 2020 (UTC)

I also feel compelled to also express my concern with the relatively high ratio of appointed board members to community members. I would be more comfortable with a greater ratio of community members. The prospect that there could be a situation where there are more appointed members than community members on the board is alarming to me. Two possible fixes here (one already suggested) would be to have some sort of policy prohibiting the board from having more appointed members than community members. A roster of 'backup' community members could be compiled (such as runners up in the board elections) to fill any empty board seats so as to prevent the possibly of there ever being a board with a majority appointed board. The other possible fix might be to ensure a higher proportion of community board members over appointed members. Protecting our "open, democratic nature" is very very important. The presence of too many appointed board members undermines these core principles of our movement. I understand the rational of having appointed board members. Most notably to ensure that people with particular skills and knowledge are present to 'enhance' the board's decision making capabilities; but surely some of these sets can be found by our community members as well? Additionally we don't need to inflate the board to ensure that the board is provided with these important skills and insights. An advisory board could be formed to fulfill this roll or non-voting advisors could be invited to join board meetings to provide this input. All in all the composition of the board is an issue of concern and the current proposal does not seem to be a step forward on this.--Discott (talk) 09:36, 27 October 2020 (UTC)

Founder seat[edit]

A serious revisiting of the bylaws is a major, once-in-a-decade, kind of change. Section 3 of the bylaws, entitled "Selection and Appointment" has 5 subheadings - all of which receive some changes except one: "(E) Community Founder Trustee Position". I think it is appropriate for this section to receive changes too.

Now that the WMF is a mature organisation, I do not believe it is appropriate any longer for a single individual to have an infinitely-renewable and non-transferrable position on the board. Other options exist: an ongoing "emeritus" non-voting position would be one alternative, so would making the position part of the block of community-nominated seats, or dissolving this specific seat altogether at the end of the current appointment term. Thank you for your consideration.

Sincerely, Wittylama (talk) 15:29, 7 October 2020 (UTC)

The idea of transitioning to a non-voting seat is a proposal which I have put forward myself in the past, and would not oppose in the future. As this affects me personally, let me speak my own mind frankly. :-) At the present time, I'm not in favor of it, because I'm not fully convinced that we have systems in place to ensure the long-term continued ultimate control of the WMF by the community. I personally am extremely passionate on that point and use my vote accordingly. But you do make a valid point in terms of that being about the 'maturity' of the organization.
In the long run, as is well known, I think of my position in terms of desiring that my role be limited to "the right to be consulted, the right to encourage, the right to warn". That's consistent with a permanent non-voting observer seat on the board.--Jimbo Wales (talk) 09:45, 8 October 2020 (UTC)
@Jimbo Wales: Liam makes a lot of sense here to me. You've been on the Board for around 17 years (2003-now, according to History of the Wikimedia Foundation Board of Trustees). Isn't that already 'in the long run'? Are there specific systems that you still want to put in place, beyond these bylaw changes, and on what timescale do you think they will be implemented on? Thanks. Mike Peel (talk) 19:07, 8 October 2020 (UTC)
I think that changing to a non-voting seat would also set a good example in terms of governance across the movement, where we have issues revolving around board health and people staying on boards for 10 or more years. I fully agree that this non-voting seat should have certain rights that ensure Jimbo's future involvement. Philip Kopetzky (talk) 11:59, 9 October 2020 (UTC)
I sort of share Mike's point - if not now, then when? The strategy process recommended a few structures and processes that will have a big impact on the governance of the WMF as it relates to the community; are you waiting for those, or for something else? Chris Keating (The Land) (talk) 13:15, 13 October 2020 (UTC)
I must concur with my colleagues that the strategic process is a natural time to rethink the WMF BoT, and design it ensuring that the form follows function. aegis maelstrom δ 00:20, 27 October 2020 (UTC)
@Wittylama: Thanks for your comment. As Jimmy has said, this is something he would not oppose and will happen at an appropriate time, as befits a mature organisation like the Wikimedia Foundation. If the Board expansion is approved, even if Jimmy eventually transitioned to another role within the Wikimedia Foundation there would still be eight community sourced seats on the Board, preserving the majority of the community sourced seats on the Board. That would not change. We have not had a conversation yet whether he would transition into an observer role or run for selection to one of the community-sourced seats or something else, but we are open to discussing it --NTymkiv (WMF) (talk) 18:11, 15 October 2020 (UTC)

(Further comments)[edit]

Hello, @Jimbo Wales:, you have compared yourself sometimes to the Queen of England. Thinking about the analogy, I noted a difference of two concepts: auctoritas (status, eminence, having influence) and potestas (actual power). Given that the founder seat has voting rights on the board, the position does obviously includes potestas right now. After this long time, it might be considerable how to change the potestas of the position, and how to conserve the auctoritas within the formal structure. In the course of a thorough board reform one might come up with a number of creative alternatives.

By the way, the Queen is part of the Government, but she is not part of the cabinet. And, also by the way, even as a republican I do not think that it is exactly the Queen who is the most urgent problem of the present day British Government. Ziko (talk) 08:39, 9 October 2020 (UTC)

I agree with Wittylama and Mike Peel, specifically around the point of how long is long-term now? The right to be consulted etc may be something to remain part of the process, but whether that should manifest as a permanent position on the board should be interrogated closely. Smirkybec (talk) 10:42, 9 October 2020 (UTC)

I think that any formal power should be subject to regular review through democratic processes. I support Wittylama's proposal to convert the permanent founder's seat to a non-voting position. To clarify, I think that Jimbo should still be allowed to have a voting seat, subject to the same rules that apply to other people who may hold such a seat. -- Duesentrieb (talk) 11:54, 9 October 2020 (UTC)

I think that ensuring the long-term continued ultimate control of the WMF by the community is an important issue to discuss (and, in the shorter term, ensuring a community-selected majority is important), but I'm not persuaded this is an effective tool. One single vote in a board of sixteen people is negligible; while the moral authority does not require voting rights (but does require the right to be part of the discussions). - Laurentius (talk) 16:47, 10 October 2020 (UTC)

Now strikes me as a particularly poor time to dissolve the founder's seat. To the underlying point, I agree that the WMF (specifically the roles of stewarding the brand, and channeling resources and public interest into support for the movement and the projects) is not currently trending towards ultimate control by the community. If anything, community involvement in governance has decreased and the scale of WMF-internal governance has increased, since non-WMF budgets were frozen and the FDC suspended. Jimbo, curious to hear your thoughts on that. –SJ talk  23:36, 10 October 2020 (UTC)
There are significant changes to WMF/Community governance coming as part of the strategy recommendations. That should help! Chris Keating (The Land) (talk) 13:09, 13 October 2020 (UTC)

I agree with people above: transitioning from a founder seat with voting rights to a founder seat without voting rights might just be a minor step forward to take, but one that should be taken. This doesn't mean at all that I want Jimbo out, it's just... the right step for the creature to continue on its own way, without severing all ties. Sannita - not just another it.wiki sysop 19:35, 10 October 2020 (UTC)

Per section 2 (E) of the bylaws (both old and proposed), the board can elect Jimbo to the founder seat but doesn't have to. So transitioning doesn't necessarily require a bylaws change, AIUI. --Tgr (talk)

Number of Trustees[edit]

I copy my question from Talk:Wikimedia_Foundation_Board_noticeboard/Updates_from_April_28,_2020, which haven't been commented so far.

Hi Nat and all, I've been thinking a bit about the enlargement of the board and I'm really interested in your thinking, the pros and the cons. When I was on the board (2012-1018) board improvement of course has been an issue as well and we already made changes over the years. As far as I remember we've never considered a larger board. When I see how hard it is and how long it takes to get appointed board members, how difficult it obviously is to get all needed approvals for minutes to publish them in time and what challenge it still is to explain what exactly the board needs, I'm just curious about the how. How to find and address and all those people, how to change processes to work with a larger group still (or even better). Even more I think that a larger board implicates a very different style of board and a different style of working. The more people you have on the board, the more it will work like a council, debating proposals of some rather than listening to all. This does not have to be the worst idea, I'm just curious and would like to understand your thinking about the necessities and implications better. Most books about board governance recommend a board with round about 10 people. What's the rationale to try something different? Alice Wiegand (talk) 16:56, 7 October 2020 (UTC)
Hello, I completely agree with Alice here. A larger board usually is not the solution for problems of this kind, but to organize the work in a different way. Ziko (talk) 08:18, 9 October 2020 (UTC)
Hi Alice and Ziko. We attempted to cover in our resolution the reasoning behind the expansion recommended by the governance review we undertook. It is clear that a bigger Board will necessitate an efficient way to function and a different style, likely more heavily based in committee work as most high-performing Boards. We have already began experimenting with changes — also given the need caused by what is going to be a year of only online meetings, which has its own set of challenges — such as: using Robert’s Rules of Order in our meetings; having facilitated and participative focused deliberations; having materials circulated well ahead of time so the meeting is less about reporting and more about focusing on critical issues and allowing adequate time for discussion; using consent agendas; and others. These changes aim to allow us that we ensure that we do hear from every trustee and consider their thoughts and proposals, using methods that are efficient and give every trustee equal opportunity to speak. Kind regards, Raystorm (talk) 11:39, 9 October 2020 (UTC)

"Community Nomination Process"[edit]

Hello. Thanks for sharing this. I agree that the time has come to merge the "community" and "affiliate" board seats. However I would welcome more details of what the proposed " community nomination process" will look like. So I have a few questions:

  • The word "election" does not appear. Will this be an election process, where community members vote on candidates, or not?
  • What steps will be taken to ensure a diverse and representative group of community-elected/selected/nominated Board members? (If it still is an election process then the structure of that election process will be important to achieving that goal)
  • The Bylaws say the Board will set out how this process works. Is further consultation planned on how that process will work? Is there any reason why that question is not included in this consultation?
  • Also there is no mention of the Elections Committee - is the intention to continue to have an Elections Committee? (Though the present one does seem to have been very quiet...)

Many thanks, Chris Keating (The Land) (talk) 17:30, 7 October 2020 (UTC)

Hi @The Land:, thanks for your message. In order:
  • Yes, there will be a process for community members to vote and nominate candidates. Technically speaking, all seats on the Board are currently appointed—it has been a perennial source of confusion for some community members to learn that the community process is not a direct election, but a selection that has to later be ratified by the Board. We believe this is much clearer language, and the name “Community nomination process” marks that it will be the community making the nominations (You may notice that the Bylaws currently do not use the word “election” either).
  • The rubric we are proposing is one such tool that could be used to ensure a diverse and representative group, but we are open to suggestions about how to accomplish this goal. We were conscious about this when we reviewed the bylaws in 2019 for the ASBS, and this type of consideration has informed the creation of the rubric.
  • The reasoning behind having the discussion on the expansion itself first was the concern that if we did not and had the pathways one at the same time people might assume that approving the 16 seats is a foregone conclusion, and thus they would be less likely to contribute their thoughts to the discussion. Or if the expansion is not approved, would—rightly—call out the waste of their time on something that ultimately would not happen. Once the expansion to 16 seats is approved, then we can discuss processes and pathways.
  • We intend to continue with an Elections Committee, though we may want to change their name, as it does not help with the confusion I mentioned above.

Thanks, --NTymkiv (WMF) (talk) 10:02, 9 October 2020 (UTC)

NTymkiv -- Perhaps a Selection Committee instead? –SJ talk  00:05, 11 October 2020 (UTC)
Thanks @NTymkiv (WMF):. I am glad to hear that the intention is to clarify around 'election' vs 'selection' rather than to fundamentally change the nature of the process. It is probably worth setting this out somehow in the text of the bylaws.
To ensure the Board has a diverse range of 'community' seats, I believe there are several options. The rubric is a good idea, but in the past we've had statements from the Board of what kind of candidates they think they need, and I have never known anyone use those while actually voting. So here are my suggestions
  1. Change the voting method from 'approval voting' to a ranked-voting system, for instance Single Transferable Vote (aka 'instant runoff') or the Schulze method. Approval voting will have a tendency to elect similar candidates, not different candidates. [Explanation: Say there are 1000 votes from group A and 900 votes from group B. If Group A all vote for candidates whose names start with A, and group B all vote for candidates whose names start with B, all 9 seats will be taken by candidates whose names start with A, as they will each have 1000 votes while the other group will have 900 votes each. Under a ranked-voting system it's likely you' end up with 5 from group A and 4 from group B. In practice the situation is more complicated, but still the issue exists. Indeed, it's probably worse with our kind of approval voting where an 'oppose' vote has more weight than a 'support' vote.
  2. Allocate quotas for people with different characteristics. It is possible for instance to run an election for 9 seats where at least 3 candidates elected have to be women, and/or at least 3 must be from the Global South. There are some technicalities to work out, but it's definitely possible.
  3. Hold several different election processes - e.g. divide the 9 places available into groups by language/geography, so e.g. 3 places are elected by large projects, 3 by medium-sized, 3 by small projects. Or alternatively, some seats are elected by Europe, some by Asia, some by South America, etc. However I would not recommend this method as it would get very complicated to set up, and also if you have a good electoral system and/or quotas, this step is not needed as the system already has that effect.
Thank you for reading! Chris Keating (The Land) (talk) 12:44, 9 October 2020 (UTC)


  • The vague "Community Nomination Process" makes me uncomfortable due to the fact that it allows the board to choose people who don't command the respect of the community but reflect whatever the board would like to hear --Guerillero Parlez Moi 20:51, 7 October 2020 (UTC)
There is no intention to remove election processes. I am unaware of any discussion by any board members which would suggest any desire on the part of anyone to remove election processes. I will personally only support a final revision which explicitly includes community voting and I believe it is abundantly clear to everyone on the board that this is mandatory. The whole purpose of a proposal like this is precisely to refine language and I fully support the point being made here. As always I speak only for myself, and I encourage any board members who disagree with me to say so explicitly.--Jimbo Wales (talk) 03:46, 8 October 2020 (UTC)
Hi. I also think bylaws should explicitly state that the 8 "community-sourced" board members are elected by the community. Regards, — Jules Talk 08:14, 8 October 2020 (UTC)
I agree. I think it is important for us to have a wide-ranging and open process to discuss governance change, including the possibility of indirect elections. (By which I mean: electing a broad body across all the communities, who then represent the community in a further vote to choose trustees - as just one example, not one that I'm either in favor of nor against, but as an example.) While not contemplated in the current proposal, I would personally support a system in which, whether in the bylaws or by established tradition, appointed trustees do not vote for or against the addition of further specific appointed trustees, so as to keep it firmly within the power of the community trustees to make such decisions. More than anything else, I personally support that we move carefully and slowly - these are very important issues.--Jimbo Wales (talk) 09:38, 8 October 2020 (UTC)
@Jimbo Wales: Could you talk about how the Board candidate rubric fits in with the idea of keeping election processes? Right now, it seems like the board is mandated to respect the results of the elections, at least in terms of considering the candidates in order, based on the election results. As far as I can see, the existence of the rubric makes it seems like the candidates will be evaluated in a different order than the one chosen by the voters, which makes it hard to understand the importance of elections.
I also believe it would be a good idea to conduct an election under the current Bylaws, so as to restore the legitimacy of the board before making major changes like this. TomDotGov (talk) (hold the election) 12:40, 8 October 2020 (UTC)
Hi, emphasizing here again that I'm only speaking for myself. The first thing to note is that the board is not now and has never been constrained to respect the results of the elections, as a matter of technicality. The reasons for this are wedded tightly to US nonprofit law, that is to say: we are not a membership organization and there are lots of good reasons that we shouldn't be. This is one of the reasons why I think it is so extremely important to be very careful in maintaining a steady or even increased majority of board members who are part of the community and movement. There is simply not any feasible method for the WMF to not be, ultimately, controlled by the board. There are no shareholders, etc. And the board can change the by-laws, and so on, with a majority vote and there's nothing that we can do to change that. (I am not a lawyer, but this is my understanding of the situation.)
For me, there are two important roles that the rubric can play. First, it can help the community have clarity around what the needed and desired skills are on the board so that in terms of the overall election process we have some kind of consensus around what skillsets are needed - and people are likely to vote accordingly. Second, and closely related to that, it can help candidates in the community feel empowered to step forward who might not otherwise do so. Let me explain that one a bit. I think there are many highly qualified people in the community who may feel that the election is a "popularity contest" destined to be won or lost on the basis of the ability to gain political support in the community. But if there is clarity that there is a defined skillset that someone meets, they may feel more confident to actually stand for election.
I also view the rubric, which can be updated over time with consensus and knowledge of the circumstances at that time, as a method for the community to instruct the WMF as to what kinds of candidates should be considered for the appointed seats. There are those who believe (and I am one of them) that the board would be much better functioning in terms of furthering the goals of the movement if more board members (both community-selected and board-appointed) were from the community. It would be very helpful, I believe, that when we are seeking a particular expertise in an appointed seat (say, finance or legal or human resources or developing world or public policy) if we had a much more clear process to specify, in collaboration with the community, based on an existing written rubric, to seek those skills within the community rather than simply retaining a board search firm to find someone good. Wouldn't it be great if we had more of the appointed seats also having deep community experience and trust?
I'm simply sharing my own thoughts here. As is normal for me, I try not to take extremely strident positions on things. I think that our best way forward is with good faith and good humor, and openly sharing what we think and the reasons for thinking them. There are a great many things about which I'm very happy to change my mind, if good arguments are put forward.--Jimbo Wales (talk) 13:21, 8 October 2020 (UTC)
I would share these slides by @Pundit: which look very much like the proposed process: File:CEE presentation 2019 - How to make sure the WMF Board has competent people in.pdf. The devil is in the details, and while this proposal does not remove election processes and trustees are community-sourced, it is not the election process we all expect. I would like to get a clear statement from Dariusz or from @Jimbo Wales: on whether this or similar option of an indirect election is on the table, as we need to understand this for an informed discussion. (In my view this change might be acceptable only if all seats, including co-opted ones, go through this process) — NickK (talk) 17:22, 8 October 2020 (UTC)
My understanding is that at this stage we are not discussing the specifics (including the direct vs indirect approach). Without speaking for the whole Board, I just believe that there is an assumption that we want to have a clear feedback on the expansion and the rubric - and then work on proposing other changes (or not, as these two currently proposed changes should stand on their own irrespective of the pathways). Pundit (talk) 12:41, 9 October 2020 (UTC)
@Pundit: Thank you but without a specific process this proposal looks very dangerous
  • With the current bylaws, the Board must organise a community voting for three trustees, and must delegate to Affiliates collectively the process to select two trustees. Any other option would not be legitimate: while the Board indeed is not obliged to explicitly validates candidates selected by this processes, it cannot appoint candidates not coming from community voting or not from the Affiliates-led process.
  • With the proposed bylaws, there are only two requirements: candidates must be nominated by the community, and they must by approved by people defined by the Board. The simplest way to do this is: community members nominate themselves (or get a minimum community support like a few dozen signatures or an affiliate or two), and the Board determines that only Board members are qualified to participate in the approval process for Community-sourced Trustees.
Can you please confirm whether my 'evil' reading is technically compatible with the bylaws? I am not saying this is the intention of the current Board. I am looking for the minimum level of democracy in the proposed process if we happen to get some evil and anti-community Board in the future.
Thanks — NickK (talk) 16:15, 9 October 2020 (UTC)
And not a part of my question, but a nightmare scenario:
  1. Board defines that any person having an account is a part of the Community.
  2. Board defines that self-nomination is enough to be community-nominated.
  3. Friends and associates of Board members create Wikimedia accounts, thus becoming part of the board-defined Community, and nominate themselves. In parallel, respected Wikimedians also nominate themselves.
  4. Board defines that only Board members vote on community-sourced seats.
  5. Board members approve all their friends and associates and not approve any of respected Wikimedians
As a result, we get an incredible amount of groupthink. Exactly the thing that unfortunately happened to the AffCom: a very similar process (community nomination and approval by a committee) resulted in groupthink. This is something we absolutely need to avoid — NickK (talk) 16:41, 9 October 2020 (UTC)
Just to address the point about bad will - if there is bad will (like in the nightmare scenario above), the Board does not really need to change anything, it could (technically and hypothetically, not really or ethically - and I would fiercely oppose it, just as all my peers I'm sure) basically discard all winning candidates for "security" reasons and only approve the ones it likes. So for the scenario of all Trustees going rogue the current system is not particularly more immune. Regarding groupthink - I definitely think it is a risk we should avoid, but keep in mind that the current voting system is very strongly skewed towards major languages and the North America/Western Europe. I was the first trustee in history elected by the community outside of these blocks, and it was still more of an exception. Historically, we've had much more diversity and independent thinking through sourcing external trustees. Pundit (talk) 12:20, 11 October 2020 (UTC)
@Pundit: Thank you for your answer but unfortunately it does not bring more clarity. Diversity is never a good replacement for democracy. Once again, we are replacing a clear democratic procedure (community voting; plus a selection process designed and approved by affiliates) with a very vague procedure (community sourcing process which is fully designed and approved by the Board).
Thus my question is: will the above-mentioned 'simple' option (community members nominate themselves (or get a minimum community support like a few dozen signatures or an affiliate or two), and the Board determines that only Board members are qualified to participate in the approval process for Community-sourced Trustees) be technically compatible with the new bylaws? Thanks — NickK (talk) 16:39, 11 October 2020 (UTC)
I understand your concerns. I think the unintended source of ambiguity is the fact that there is no specific proposal for new pathways to discuss yet, it is just a Board expansion and the new rubric (while the whole language of bylaws is updated and assumes there will be more specific procedure in the future). My understanding is that unless there is a new procedure, we have the existing one (elections). The Board is going to discuss different pathways over the next months. I personally think that your described bad will scenario does not differ much from a scenario in which under the current system all winners are disqualified from elections except those who are rigged to win - in both scenarios it is basically the Board's bad will, and even under the current bylaws there are no protections against it. Pundit (talk) 11:07, 12 October 2020 (UTC)
@Pundit: Sorry but unfortunately this still does not answer my question. I prefer to get a clear answer before going into details to avoid wrong conclusions based on wrong assumptions
Thus, once again, is the above-mentioned 'simple' option (community members nominate themselves (or get a minimum community support like a few dozen signatures or an affiliate or two), and the Board determines that only Board members are qualified to participate in the approval process for Community-sourced Trustees) be technically compatible with the new bylaws? Thanks — NickK (talk) 13:31, 12 October 2020 (UTC)
Yes, it's possible, and if I understand it right, it's as well possible with the current bylaws. Grüße vom Sänger ♫(Reden) 13:57, 12 October 2020 (UTC)
To expand a bit on this: Yes it is possible now, and that is something, that needs to be changed. It must be impossible for future boards to disregard the community vote as much as possible. This has to be written explicitely in the bylaws, and I expect from the multimillion-Dollar organisation WMF and its lawyers to write something along this reasoning. The current wording gives the impression, that even more rights are taken away from the legitimate souvereign, the community. It definitely has to be the other way around. The superiority of community decisions above the board has to made clear in this bylaws. Grüße vom Sänger ♫(Reden) 12:35, 21 October 2020 (UTC)

Hello, thanks for the explanations. When I read the proposals, there were two things coming to my mind:

  • The WMF board is changing the meaning of the word "community". It is now used as for what we call tradtionally the movement: editing communities and affiliates. Or, "wider community". I can imagine that at least some people get confused when they read a term like "community sourced".
  • Having a "rubric" for new board members sounds interesting. But it also may sound like a limitation of eligibility (or, passive voting rights). The important questions are, to whom does the "rubric" apply (all new board members, or only appointed ones), and how it will afffect the freedom of the voters to vote on a candidate of their choice.

Kind regards, Ziko (talk) 08:30, 9 October 2020 (UTC)

Hello ! For the Nomination Process of the 8 Community seats, I suggest a mixed method.
Community elected persons should first call for application and fulfill the eligibility criteria. Every formal or informal community entity will then be able to appoint its own candidates by the mecanism of selection of their choice (formal or informal vote). So 4 seats would be granted to those community elected people. If they are more community elected people than seats available, the 4 seats will be given to 4 elected people by random draw.
The 2 next seats could be allocated to non english speaking members by a similar mechanism. Why non english speaking seats ? Often the first criteria to be part of an international Board is to speak english fluently. This introduces a massive bias. Access to english as foreign language is a heavy social filter. Why editing Wikipedia in 280 langages if only the English classroom will sit in the Board ?
The 2 last seats could be allocated by the 7 first people composing the community sourced group of the Board. They could discuss together to determine which profile the last 2 community sourced persons should have for this 3 years mandate. Why this second level election ? These 2 last seats coulds allow to compensate the disparity in the composition of the first build community sourced group and/or allow to respond to some particular needs (for example : if in the next 3 years we know that technical or conduct problems will be central, this would allow to make a special call for application to people who ensure technical duties or who regulate the community behaviors, patrollers, admins, etc... in the community).
So this is my proposition for community sourced seats : a two level process by election/random draw, 4 seats directly from the community groups, 2 seats for non english speaking persons, the 2 last seats determined by the 7 first members of the community sourced group of the Board. Hope it's understandable, being myself not a fluent english speaker. --Waltercolor (talk) 17:13, 12 October 2020 (UTC)
  • Major issues - While I have nothing against merging affiliate/community spots, I am distinctly against any non-community selection component at all. This rubric could be good measure to encourage community members to make judgements from, but it must not be applied as a filter, or a selection method, or whatever you wish to call it afterwards. If we want to split the spots into, say, requiring 2 minimum from the Global South, okay, but it has to be done to the start of the process (party lists, as it were). Some of the splits above would give disproportinate provision to certain areas (in relation to their number of editors), and I refute them firmly. I have proposed mitigation methods to the trustee number range below, but this amendment idea risks catastrophe. Nosebagbear (talk) 18:56, 19 October 2020 (UTC)
  • With the WMF's history of doing weird (at best) things, I don't think it's wise to support any change that is too vague like this. I want to know what the "Process" is before supporting it. And no, "We will get back to you later after this is done" doesn't work because WMF messed up too much things, or ignored what community said. (The Renaming Saga [tm]) — regards, Revi 20:01, 19 October 2020 (UTC)
  • I agree with Revi. The community needs to know what process will be proposed, not put off with nebulosity. --MF-W 21:52, 26 October 2020 (UTC)

CEO attending Executive Sessions[edit]

Hello. I note that the description of the Role Profile of the Chief Executive Officer includes attending all Board sessions, including Executive Sessions, as well as "receive all communications and information in the same manner as all members of the Board."

I am uncertain of the reasoning behind this, so I can't really say whether it helps achieve a goal or not. But everything I have ever read about nonprofit governance (and my experience includes plenty of dealing with external governance consultants as well as a transition of CEs) suggests that an 'executive session' of the Board should be exactly that: just the Board members. The whole point of an executive session is that the Chief Executive is not present. Obviously, it is vital for a Board to have a frank and open relationship with the Chief Exec, including regarding the Chief Executive's performance and succession planning. But for that to happen, it's important that most Board meetings have a scheduled executive session without staff present.

What happens if there is a performance problem with a future Chief Executive? This proposal makes it more difficult for the Board to act on that, as it removes the space in which the Board should have that conversation. It also makes it very obvious that if the Chief Executive is excluded from the Board meeting that this is not a routine check-in, it's because there is some 'big deal' to talk about. I could even see a Chief Executive arguing that steps to manage their performance (meeting without them, requesting legal advice that they don't see) could be a breach of the bylaws.

Thanks, Chris Keating (The Land) (talk) 17:44, 7 October 2020 (UTC)

the board could have the practice of "special executive session" for discussing the performance and salary of the CEO. this is commonplace in many non-profits even where the CEO presides over the board. even if an annual thing, it would provide a space for resolution of problems. Slowking4 (talk) 19:30, 7 October 2020 (UTC)
Hi, thanks for your messages. The reasoning behind this change is that there is a dedicated space for just the CEO and the Board. We have found this very helpful, to the point that it shouldn’t depend on institutional knowledge being transmitted from trustee to trustee. In practice, the CEO would join the first part of the executive session, trustees would be able to ask more specific questions, and then the CEO would leave so the Board can discuss anything related to their performance. Cheers, Raystorm (talk) 11:42, 9 October 2020 (UTC)
Thanks for the explanation. It makes me wonder why you think it is necessary to manifest the CEO's presence at executive meetings in the charter while you don't seem to see a need to manifest board-only meetings. Imagine a day where none of those who have been involved in these changes (mainly current board members, CEO) are no longer WMF functionaries and some CEO claims their right to not leave the room with regards to the charter. If at all this should be regulated in rules of operation or anything else of less weight than the charter. Alice Wiegand (talk) 20:09, 9 October 2020 (UTC)
This should certainly be covered in the Board handbook, but seems strange to mandate in the Bylaws, given the possibility for confusion and the difficulty of updating bylaws. –SJ talk  23:56, 10 October 2020 (UTC)
Maybe it would be more clear to have two kinds of "executive sessions"? I.e., a "semi executive session" with the CEO and a "full executive session" without the CEO, ensuring that in each board meeting you have both (to use as you please - it would be up to the board to decide what should be in each of these). - Laurentius (talk) 16:55, 10 October 2020 (UTC)
Hi Maria - yes, that makes a lot of sense, but it's not actually what this change to the bylaws actually says. If you need to change the bylaws on this point at all, then you need to make sure that the bylaws permit the Board to meet without the CEO present. Chris Keating (The Land) (talk) 08:46, 11 October 2020 (UTC)
I appreciate all the comments, thank you - we will take this back to the BGC. Kind regards, Raystorm (talk) 13:26, 11 October 2020 (UTC)

Co-option[edit]

Imho all board members except Jimbo should be elected, because co-option can create like-minded opinions and thereby reducing diversity of thought. --Ghilt (talk) 22:23, 7 October 2020 (UTC)

Thank you for part of that. One of the reasons to have board members who are not elected by the community is precisely to help make sure the board doesn't face that sort of group-think. People from outside the movement who have deep experience and knowledge that is relevant come to us with different perspectives that we might miss if we are all from the same place. SO it isn't clear to me that moving to all-elected would be a good measure to prevent "group think" and blind spots.--Jimbo Wales (talk) 03:57, 8 October 2020 (UTC)
Dear Jimbo, thank you for the rapid response! I'd like to suggest that au contraire people in the communities have a by far broader spectrum of backgrounds, nationalities and professions compared to people coming from internet companies (currently 2 out of 4 appointed) or consulting companies (currently 2 out of 4 appointed). The few things people of the communities have in common is the love for the idea behind this great project and their will to contribute - a part of this will is dependent on being able to influence the governance, which is clearly reduced by co-option. Also, I have a feeling that the current co-opted board members have a much lower understanding of the communities. And as a board member, imho you should know your organisation. --Ghilt (talk) 18:37, 8 October 2020 (UTC)
+1, I am specifically opposed to appointed members. Currently 40% of the trustees is appointed by the trustees, soon to be 43,75%. The appointed members, in my subjective opinion, have less connection with the community. During the few online "crisis", the online-community elected board members + Jimmy Wales are the ones responding. I understand that the trustees need knowledge beyond their own knowledge, and thoughts beyond their own thoughts. However I would prefer that the trustees appoint advisors, who attend meetings, but do not vote. Democracy doesn't work, but is the best working solution in the long run. Sincerely, Taketa (talk) 14:00, 8 October 2020 (UTC)
+1, I have no problems with advisors in order to get different opinions or experience and knowledge, but but all board members should be elected. --Der-Wir-Ing ("DWI") talk 18:56, 8 October 2020 (UTC)
+1. As "election" cannot be used due to legal constraints, I will say "suggested/nominated/somethinglikethated by the community".
I don't like members of the board selected by members of the board. I do support advisors as we are a movement composed by non-omniscient volunteers, but advising is one thing and being on a ruling position is another. B25es (talk) 06:17, 9 October 2020 (UTC)
@B25es could you please explain, why an election cannot be used? It works with stewards or (via securepoll) with en.arbcom elections. --Ghilt (talk) 19:56, 12 October 2020 (UTC)
It seems that Floridan law does not agree with direct election for foundations such us WMF. If it were the case, we (the Community) could nominate candidates that would be confirmed or designated or whatever is the proper legal verb under the Floridan law. Of course, if a proper election could be carried out I would very much prefer it. 170.253.48.205 14:37, 13 October 2020 (UTC)
+1. Fully agree with this vision. One person, maybe. To me, it is too much yet. But 7 of 16...?? It's incredible!!Jialxv (talk) 07:05, 9 October 2020 (UTC)
Hello, in general I am totally happy with appointed (or: co-opted) board members. What needs discussion is the number or proportion. Ziko (talk) 08:42, 9 October 2020 (UTC)
I agree. I do not mind some appointed members, but a significant majority (so at least 60 or 70%) should be elected by the community. Also the criteria for appointing members clearly need to be revised so that people are chosen who are actually willing to communicate with the community. As Taketa says, currently the appointed members are always completely silent and intransparent during all the crises that happen. --MF-W 09:42, 9 October 2020 (UTC)
If there really is a need for appointed members (not just advisors), WMF could present a selection of potential candidates to be appointed, out of which the candidates could then be elected by the communities. @Ziko, the literature (Komus & Wauch 2008 and Tyler 2011) states that the degree of being able to influence governance creates a feeling of being appreciated, governance acceptance and a sense of ownership and responsibility. --Ghilt (talk) 19:56, 12 October 2020 (UTC)
The WMF does have an Advisory Board (about concept). –MJLTalk 23:24, 12 October 2020 (UTC)
Yep, --Ghilt (talk) 21:32, 14 October 2020 (UTC)
-1, appointed members do have an importance in varying the composition of the Board and bringing in a new POV which is not exclusively community-born. I think this position to have them removed will cut us further out from the wide community of readers and non-wiki people, which is a huge mistake. Sannita - not just another it.wiki sysop 19:55, 10 October 2020 (UTC)
Conversely - having too many appointees detaches the ear from the ground. There's nothing worse than a body created to support starts to think it is above and beyond its purpose. And that is brought by external influx. Lukasz Lukomski (talk) 22:24, 12 October 2020 (UTC)
@Lukasz Lukomski: I agree, but nobody ever thought of proposing the complete removal of community-elected members, which would be IMHO as bad an idea as removing all appointees, while I heard too many times a cry for removal of appointees because of unsubstantiated claims of them being "dangerous" for us. I am not in favour of having a Board with a majority of appointed members either, I still think we need to keep a majority of community-elected members in the composition of the Board, but not at the cost of severing all ties with the external world, nor at the cost of seeing any suggestion from "behind the wall" as some heathen wizardry that will break up our perfect world. --Sannita - not just another it.wiki sysop 13:13, 18 October 2020 (UTC)
  • I have to discourage this - governing large non-profits requires a tough skill-set, and we aren't going to get all of them in the community membership. If the proposal further dropped the % of appointees I'd support that, but to do without them is risking major governance issues. Nosebagbear (talk) 18:49, 19 October 2020 (UTC)

Having odd numbers of trustees[edit]

I think I've suggested this before, but I can't remember where/when. It would probably be better to have odd numbers of trustees, as it makes the decision-making process easier (you avoid voting ties). I suspect you mostly operate by consensus anyway, but in the event of tough decisions that need to be made, it would probably be better to avoid ties. So I'd suggest a maximum of 15 trustees: 8 community, 7 selected (or 6 selected + 1 founder seat). There isn't much practical difference between 15 and 16 people otherwise. Thanks. Mike Peel (talk) 19:10, 8 October 2020 (UTC)

Personally I'm not very worried about this, because it is quite rare to be split in half, and it can happen even with an odd number of trustees, in case of abstentions and people not attending. - Laurentius (talk) 16:58, 10 October 2020 (UTC)
We weighed several factors when we decided to go with a size of 16 back in February, including the possibility of tied votes. By going with 16, we are able to expand the Board without significantly altering the ratio of community-sourced trustees to Board-selected trustees. But, as Laurentius mentions - we have had an even number of trustees for quite some time without it being a problem. Raystorm (talk) 21:38, 10 October 2020 (UTC)
What is the rationale behind not altering the ratio of community-sourced trustees to Board-selected trustees? The reason for making sure trustees representing the community's values and needs are a majority (if you include Jimbo) is clear, but is there a need for making the expert seats almost-half? Those don't represent anyone or anything beyond special expertise. If anything, this would be a good chance to ensure that community-selected seats are a stable majority, while still having a sufficient number of appointed slots to cover all areas of expertise that cannot be sourced from the community. --Tgr (talk) 05:18, 26 October 2020 (UTC)

"Foundation, Chapters, Thematic Organizations, and User Groups"[edit]

I suggest simplifying "Foundation, Chapters, Thematic Organizations, and User Groups" in Aiii to something like 'Wikimedia affiliate organisations', possibly with the caveat of something like 'as recognised by the Foundation'. That way, you avoid having to modify the bylaws if new types of affiliates come along (e.g., a Wikimedia Council), or if current types of affiliates change. Thanks. Mike Peel (talk) 19:18, 8 October 2020 (UTC)

I agree - these templates have lost most of their meaning in the last few years and simplifying this language would also enable us to expand this list easily if we ever invite partner organisations to be more involved in governance, for example. Philip Kopetzky (talk) 11:52, 9 October 2020 (UTC)

Thanks for the suggestion! It is worth considering, to simplify the Bylaws language and allow for flexibility in the future.AKeton (WMF) (talk) 21:57, 10 October 2020 (UTC)

Correction: Community members in Board-selected seats[edit]

I am adding this note to flag a correction to the text of the proposed Bylaws changes. In the section on Board-selected Trustees, the proposed text on the page originally read “(i) As many as seven (7) Trustees may be selected and appointed by the Board to non-community-sourced positions.” However, the text actually approved for publication by the Board read: “(i) As many as seven (7) Trustees may be sourced, selected and appointed directly by the Board.” Trustees recognized that the other version of the text could incorrectly imply that candidates with previous experience in the Wikimedia communities would not be eligible for the Board-selected seats, so the text was changed to clarify that point. The error in the original version of the page was due to a copying mistake on my part. I apologize for any confusion that it has caused. –Charles M. Roslof (WMF) (talk) 23:54, 8 October 2020 (UTC)

Thank you for the super quick correction and explanation! Pundit (talk) 12:46, 9 October 2020 (UTC)

(d) Executive Director./(D) Chief Executive Officer.[edit]

I'm not sure why the requirement for the Executive Director/Chief Executive Officer to not be a trustee member was removed. The same goes for the Treasurer and Secretary positions. I feel like if the intention of these changes are intended to add the three staff position as board members, then it would be simpler and to just make them ex-officio non-voting members in their own class. If that is not the intention, then please keep the current language.

Side note: "In the absence of the Secretary, the presiding officer of the meeting or the CEO will appoint a secretary of the meeting." should probably be changed to "In the absence of the Secretary, the presiding officer of the meeting, on advice of the CEO, will appoint a temporary secretary of the meeting." just to clarify things more.

You might also consider adding a board member selected by Foundation staff in order to represent their interests. It is something we at least have done in the Connecticut State Board of Regents for Higher Education.

Kindest Regards, –MJLTalk 05:05, 9 October 2020 (UTC)

Hi, thanks for your message. The proposed changes to the Bylaws would not make the staff officers trustees. The revised Bylaws would still provide that “All Trustees must resign from any other board, governance, or paid positions at the Foundation”. Specifying in the Bylaws that the officer positions are non-trustee positions is not necessary in order for staff to be able to be officers, and it needlessly prevents the Board from appointing a trustee to an officer position.
Thank you for the suggestion to improve the clarity of the language.
Staff considerations are important factors in decisions made by the Foundation’s governing board, and it may be worth considering a pathway for selecting trustees that involves broad staff participation. However, it is important to clarify that trustees selected in such a way would not “represent the interests” of the staff. All trustees, no matter how they are selected, are obligated by the duty of loyalty to act first and foremost in the interests of the Wikimedia Foundation. Once trustees are appointed to the Board, they all have the same legal and fiduciary obligations. They are not there to represent any interest other than the interests of the Foundation. AKeton (WMF) (talk) 22:41, 10 October 2020 (UTC)
Sorry, didn't see that!
I suppose a better term for it would've been "represent the perspective" of staff. Oh well, can't change that now.
I guess the only thing left I can be hung up on is the size increase coupled with the candidate rubric. Is this motivated by a lack of board diversity or efficiency? If it's the former, then I can see a lot of problems with the rubric given it doesn't account for a good amount of important lived experiences and backgrounds: Religious minorities, folks with experience facing harassment, living in an urban or rural area, or even generalised political experience (currently a sitting United States Senator would fail the criterion as it stands).
If efficiency is the main motivation for the size increase, then I would expect the rubric to be improved in other areas: a numbered rating system from 1 to 5 versus the binary Yes/No choice currently given, knowledge of parliamentary procedure (maybe break-up "Subject matter expertise"?), a proficiency-based criteria as opposed to experienced-centered criteria, and the like. While it might be nice to have candidates who are experts in their fields, you don't want to pass up candidates who have the ability to tackle intersectional problems that the WMF may face. You also don't want to treat a dual language speaker with the same amount of weight you would treat a polyglot, right?
Sorry for the half-baked musings. I'd normally trim this down, but I have to go to work! –MJLTalk 17:11, 12 October 2020 (UTC)

FWIW, the prelude of Article V Section 1 still states that these are non-trustee positions ("The Board of Trustees shall also appoint the following non-Trustee officer positions: a Chief Executive Officer, Secretary, Treasurer, and such other officers as the Board from time to time may appoint.") --Tgr (talk) 06:31, 26 October 2020 (UTC)

Why "weaken" term limits[edit]

Thanks for this community consultation :) I understand the reasoning behind moving to three full three year terms as a term limit but why would you handicap it by having just 18 months before someone is eligible to serve another 9 years. Maybe it is good practice to simply say that there is no way to serve on the board again, or (less optimal in my view) make it something meaningful like 5 years. The reason for term limits is diminished by having a short cooling down period in my view. Jan-Bart (talk) 19:39, 9 October 2020 (UTC)

(That clause is already in the current bylaws, it has not changed. –SJ talk  23:39, 10 October 2020 (UTC))
As written by Sj, no change is currently proposed here (although the text is different because it has been moved in a different point - which makes the text more readable). Anyway, considering that recently the maximum number of terms has been increased from two to three (from 6 to 9 years), it could make sense to also proportionally extend the cooling-off period. With two-years terms, 18 months is almost one term; while with three-years term it's just half term. My first though would be that the cooling-off period should be more or less comparable to a full term. - Laurentius (talk) 10:02, 11 October 2020 (UTC)
Previously, the maximum duration of the period a Trustee could continuously spend on the board, was 4 = 2x2 years. Now it is 9=3x3 years. I can see a potential benefit for somebody spending over 4 years on the board, especially after an ineligibility period. 4 years is a period during which not all ideas can be realized, and the first year the person is usually still learning. Now, I do not see any benefit of anybody serving more than 9 years in a position of power, this is just not healthy, no for the person, and not for the job the person is doing. I would be in favor of saying that after 9 years nobody is eligible to ever serve on the board. If you need specific expertise of a person, ask them for an advise.--Ymblanter (talk) 11:47, 11 October 2020 (UTC)
My apologies, thanks for pointing out that this was nog a significant change with regards to earlier changes but rather a moving of text. Although 9 years is a long time for being on the board (I think I am one of the few people that has served for nine years, and I do think that this might have been too long) I am not sure that it is a huge problem. However, having to wait just 18 months (basically sit out one election cycle ?) before being able to server another 9 years seems to weaken the whole term limits, so maybe change this back to a full three year term? Or say that a returning member can only serve one more three year term. Because the current situation does not seem like good policy. Jan-Bart (talk)
I don't think there is a need to have a "no further terms allowed" restriction, but at least a full term would be a good restriction. This is partially because I could well see such an experienced "alum" naturally coming to the minds for filling interim appointments, despite issues with ultra-long term activity. Nosebagbear (talk) 08:56, 19 October 2020 (UTC)

FWIW, until 2015 trustees served a potentially unlimited number of 2-year terms, then it was changed to at most two 3-year terms, then in 2019 further changed to at most three 3-year terms (and the current proposal doesn't affect that).

I agree that 9 years seems like a long time for an organization priding itself on inclusivity and diversity, and 9 years potentially followed by another 9 years after an 1.5 year pause even more so. While the current bylaws change didn't change that, it would be a good opportunity to reduce it and make the board more inclusive. --Tgr (talk) 06:01, 26 October 2020 (UTC)

Differences with the current text[edit]

In order to make the proposed changes easier to understand, I added the comparison with the old text, using the last bylaws changes as a model. (So far I've done this only for the first half, I may add the rest later.) - Laurentius (talk) 16:31, 10 October 2020 (UTC)

Thank you! Raystorm (talk) 22:16, 10 October 2020 (UTC)
Fantastic Laurentius, thanks. –SJ talk  00:05, 11 October 2020 (UTC)
I have completed also the second part. While doing that I noticed that in V.1.F there was an added sentence that was not highlighted in yellow («The Treasurer shall be available at reasonable times for consultation with the Board Chair and the Chair of the Audit Committee»; nothing particularly important anyway) - it is now corrected. - Laurentius (talk) 09:37, 11 October 2020 (UTC)

Can we please make this awesome visualization of changes a standard going forward? It is so much easier to digest the proposed changes when displayed this way. Thank you Laurentius -- Fuzheado (talk) 17:39, 15 October 2020 (UTC)

Flexibility vs guarantees[edit]

My general impression on this proposed revision is that, in addition to a number of technical fine-tunings, almost all the changes would make the bylaws less prescriptive:

  • the number of board members is not fixed but it is in a range;
  • the requirement of having more community than appointed members is removed;
  • there is less information on the selection schedule;
  • the two community selection process are unified;
  • there are no more references to a "voting" for the community board members, moving to an "approval process".

The only exception I see is the new requirement to have the CEO attending executive sessions.

While I understand that for a board in charge it is generally better to have more flexibility, a key function for the bylaws is to provide guarantees, not only for today, but the future, including the hypothetical futures in which somethings does not go well. While often suboptimal, more strict provisions serve a purpose. - Laurentius (talk) 10:12, 11 October 2020 (UTC)

It's standard practice in many organisations to set board size to be a range rather than a fixed amount. Quality candidates can come and go, and the board shouldn't always feel obligated to replace them. –MJLTalk 17:12, 12 October 2020 (UTC)

Oppose removal of Article IV, Section 3, Subsection G[edit]

The bylaws should continue to require a community-sourced majority. The removal of Article IV, Section 3, Subsection G is a blatant power-grab, especially when the number of seats is determined by the board and they've been postponing our elections. Wugapodes (talk) 03:36, 16 October 2020 (UTC)

  • Agree with this: this change will not help heal the real and perceived rifts that have been developing between editors and WMF. Buidhe (talk) 12:57, 16 October 2020 (UTC)
  • I, too, am opposed to the proposed changes. Chris Troutman (talk) 17:05, 18 October 2020 (UTC)
  • Agree. -- Llywrch (talk) 22:33, 19 October 2020 (UTC)
  • Strong agree. Megs (talk) 19:03, 20 October 2020 (UTC)
  • I agree. --Rschen7754 03:07, 22 October 2020 (UTC)
  • This is important. –SJ talk  05:49, 25 October 2020 (UTC)
  • Indeed. --Tgr (talk) 05:28, 26 October 2020 (UTC)
  • Agreed. --MF-W 21:51, 26 October 2020 (UTC)
  • Agreed. --Discott (talk) 14:52, 28 October 2020 (UTC)

Worth noting that the board resolution that's being implemented by the current proposal explicitly said Board of Trustees wishes to maintain an apportionment of seats where there are a greater number of trustees sourced from the wider Wikimedia community than seats selected directly by the Board of Trustees so I would assume sloppiness, not intent. --Tgr (talk) 06:09, 26 October 2020 (UTC)

Candidates who received the most votes…[edit]

Dear board members,

Under the current bylaws, the board approves the candidates who receive the most votes in the community elections taking place every three years. The new version of the bylaws says instead “The Board shall determine who is qualified to participate in the approval process for Community-sourced Trustees.”

Now, let’s assume these rules applied to an election in the fictitious country Freedonia (bear with me; couldn’t come up with a better example). After the election, the candidates who received the highest level of support in the popular vote would not necessarily form the government of Freedonia. Instead there’s a group X that decides who’s going to form the government, no matter how many votes each candidate received from Freedonians.

I’ve got three questions: (1) Am I getting this right? And, if so, (2) If the group X can choose between all candidates that have been running, no matter how much support the individual candidates received from the community, which role do the elections play (if any)? Also, (3) What’s X?

Best, --Frank Schulenburg (talk) 19:36, 16 October 2020 (UTC)

That's precisely how AffCom has been working, and it's pretty much a disaster.--- Darwin Ahoy! 12:32, 17 October 2020 (UTC)
This seems like a major change. Levivich (talk) 05:53, 18 October 2020 (UTC)

Range safeguards[edit]

As it's one of the two most controversial provisions, the issue with a range being permitted forms a number of discussions above. While there certainly are good reasons to allow a range (not least because its absence causes a massive problem any time a community trustee resigns as it *immediately* moves them out of compliance with the bylaws), the problems are obvious.

I suggest a few minimum safeguards, some of which have been proposed, some of which have not:

All these to apply if the Community+Founder "bloc" ceases to be an absolute majority. That is, it wouldn't apply if 1 appointed and 1 elected seat both resigned.

  1. No appointed seats may be filled/added
  2. No changes to bylaws may be voted on
  3. No decision to select a new CEO may be made
  4. Selection of additional Community trustees to return the Board to a Community majority must begin within X calendar days, to conclude within Y calendar days
  5. No non-BAU decisions that affect the long-term nature of one or more Wikimedia Projects, or the Board/WMF/Affiliates/Community relations, are to be made unless doing so is required by law or the Bylaws. Detailed reasoning for why the decision could not be delayed must be provided to the Community.

Nosebagbear (talk)

General Discussion[edit]

  • I would prefer this solution instead of removal of Article IV, Section 3, Subsection G. I'll reflect on the specifics and leave further feedback later. Wugapodes (talk) 18:09, 19 October 2020 (UTC)

X & Y[edit]

Without knowing the full details of the new process, I'm a little reticent to just drop in my own thoughts for these figures. We also need to factor in a few more days in case this happens at, say, mid-December or at the beginning of Covid-19. My personal thought is that the stricter the limitations while the Board is not properly filled, the more flexible we can be in the timings, because there will be impetus to move quicker than that minimum if at all possible. Nosebagbear (talk)

Discussion[edit]

  • 30/180 I imagine this being used infrequently, but when it does get used it must be done quickly. Not only is a fast turn-around time important for editor confidence, it also allows the board to get back to work quickly. If preparing elections takes more than 30 days, then our process needs to be streamlined. The long tail is in recognition that things go wrong; ideally it should be done in half the time, but perhaps a disaster prevents board meetings, or a problem with the software meant voting roll-out was slow or had to be redone. If the Board cannot action the election results within 6 months, then there is a serious problem with the Foundation. Wugapodes (talk) 21:16, 20 October 2020 (UTC)
    • This seems a reasonable set of timings Nosebagbear (talk) 19:08, 21 October 2020 (UTC)

Removal of Trustees[edit]

I really wanted to include a restriction on removing trustees when in this position - one of the few things that has caused split Board votes in the past (they usually agree) has been the removal of trustees. And I'm sure we can see the issues were a narrow vote to remove a Community trustee to occur when more members might have kept them in.

However, obviously, were some egregious case to arise, not being able to remove them (especially if said person was actively throwing up roadblocks for resolving the issue) would be a massive negative. Nosebagbear (talk)

I'm interested if anyone has some compromise to provide on this? Ability to vote on their suspension, with a reconstituted board needed to make any permanent decision? Or an increased voting majority?

Discussion[edit]

  • Two-thirds per Robert's Rules of Order as a basic procedural safeguard. Only requiring a majority for removal means that a sufficiently malevolent majority can remove all opposition at will (and then name their replacements). Anything less than two-thirds majority is fundamentally unfair and unsafe. Wugapodes (talk) 21:26, 20 October 2020 (UTC)
    • I'd actually be in favour of a 2/3 vote to impeach under any circumstances, not just in the case of reduced community representation, but certainly I could back this as an addition Nosebagbear (talk) 19:06, 21 October 2020 (UTC)

On diversity, groupthink and democracy[edit]

In the section #"Community Nomination Process" I and some other users discussed what the future process might look like.

I found out that the following process would be compatible with the proposed Bylaws:

  1. Community members nominate themselves (or get a minimum community support like a few dozen signatures or an affiliate or two).
  2. Board selects candidates for community seats, i.e. only Board members are qualified to participate in the approval process for Community-sourced Trustees.

I was told that this can happen only in case there will be bad will. The process I described above is exactly the process of AffCom selection, and we cannot really say AffCom is a bad-will committee.

The selection described above resulted in a great diversity of profiles. Indeed, AffCom managed to get members who represent quite well the demography of our readership: male and female, younger and older, Global North and Global South, social and professional groups etc. AffCom gets enough qualified candidates to select a good demographic mix of our movement and fill the demographic diversity gaps.

However, there is an issue called groupthink. If a committee selects members, committee members are likely to choose members like them, as this gives an illusion of cohesion. As a result, AffCom selection did not really result in a great diversity of Wikimedia profiles. A typical AffCom member has a relatively low to moderate editcount and no advanced rights, has a couple of years of experience as an affiliate leader, likes joining many user groups (the average would probably be between three and four) and attending international events. Of course some members are exceptions, but this is absolutely not representative of Wikimedia profiles of our active members. Qualified people were chosen, however, these qualified people happen to have very similar views.

Personally I (and I hope I am not alone) consider the Board elections (both community and affiliate ones, as I vote in both) as a moment of democracy.

Of course I want to vote for a qualified candidate, as I want to have a strong community representation on the Board.
However, I do not care that much about how much diversity this person will add. Board has appointed seats exactly for this: if some specific profile is missing, Board should co-opt a person with a relevant experience.
What I do care is whether the candidates I am voting for have reasonable views on the future of WMF and Wikimedia movement. Small WMF or big WMF? Superprotect or community vote? Supporting volunteers and their needs or creating a search engine? Strong affiliates or weak affiliates?

I really want to make sure the people I am voting for have views I am comfortable with. I really want to make sure that community (both editing and affiliate communities) representatives on the Board guide our movement to the right direction. This democratic choice is my personal priority.

I don't think that in 2017 Wikimedia community said that they absolutely need a Polish professor, a Spanish teacher and a Canadian medical doctor, all from the same age group. However, we can absolutely say that in 2017 our community has chosen a former steward who believes in collaboration and communication and can say 'no', a content editor and community organiser who is committed to making underrepresented voices heard, and an active cross-wiki editor who values transparency and democracy.

Maybe I am the only one to think so, but we need a democratic control of the community representation on the Board. It worked so far. It can be improved, it should not be scrapped. History shows that once a democratic provision is removed, it is very had to get it back, thus we should not remove it.

There is an easy way to make sure this diversity is kept and the Bylaws change can move on: rewrite the entire paragraph 3.C.(ii). It is not the Board of Trustees who shall convey priorities, determine rules and approval procedures and determine who should select. The Community and Affiliates collectively should do it. Or the Board, the Community and the Affiliates collectively reaching a consensus.

Community seats currently democratically reflect views of the community. While the goal of more diversity on the Board is noble, diversity is not an appropriate replacement for democracy — NickK (talk) 14:09, 20 October 2020 (UTC)

This is a well-worded, reasonable argument for why the shift from direct election is a poor idea. No, a terrible idea. Nosebagbear (talk) 15:51, 20 October 2020 (UTC)
+1 Wugapodes (talk) 21:27, 20 October 2020 (UTC)
Well said. --Tgr (talk) 05:33, 26 October 2020 (UTC)
Agreed. --MF-W 21:54, 26 October 2020 (UTC)

Statement of Opposition from Wikimedia NYC[edit]

The Board of Wikimedia New York City is concerned by and opposes the constitutional changes proposed to the Bylaws of the Wikimedia Foundation, that in several ways mark a sudden reversal of direction from the community-focused, decentralized model promised by the 2030 Movement Strategy process. Most troubling is the proposal to shift from community-selected to community-sourced board seats, which effectively removes all rights of the community to elect its representatives to the Wikimedia Foundation Board. Removing all mechanisms of election from the Bylaws removes any checks and balances by the community, and forces a reliance on the continued generosity of the Wikimedia Foundation and its Board.

The Board of Wikimedia NYC is also troubled by and opposes the proposal that the CEO of the Wikimedia Foundation attends all board meetings, except where there is a conflict of interest. Wikimedia New York City recognizes that effective communication channels are of vital importance to the successful operations of the Wikimedia Foundation and its Board. However, the presence of the CEO risks inhibiting the once protected conversations required to execute oversight of the Foundation, as the Board is charged to do. At best, it is a shift from standard governance practices, and at worst it could be interpreted as one of many shifts towards centralizing power over the distributed, multilingual, international projects that, together, make up the Wikimedia movement.

- Megs (talk) 14:30, 20 October 2020 (UTC), on behalf of the Wikimedia NYC Board of Directors

Thanks! I fully subscribe to that! Grüße vom Sänger ♫(Reden) 15:02, 20 October 2020 (UTC)
+1 -- Marcus Cyron (talk) 19:51, 20 October 2020 (UTC)
+1 Wugapodes (talk) 21:29, 20 October 2020 (UTC)
+1. Taken at face value, the new bylaw would transfer responsibility over trustee selection from community and affiliate elections to a vetting process with the incumbent board of trustees in full control. Regarding the CEO, "The Chief Executive Officer (CEO) is the chief executive officer of the Foundation." sounds rather superfluous, while the new requirement for CEO to attend all board meetings seems to place an extra burden onto the CEO that as Megs has pointed out actually discourages frank discussions. Deryck C. 02:39, 21 October 2020 (UTC)
+1 I believe it to be essential that board seats that have been community-selected remain community-selected. I fully support the Statement of Opposition from Wikimedia NYC. --Wil540 art (talk) 23:58, 21 October 2020 (UTC)
+1/2 I fully back the first half, regarding community election, not community sourcing. I think some better language is probably needed to expand upon a COI removing the CEO from the room (especially if there's a topic being discussed which might include specifically overruling the CEO), without needing to can the whole thing Nosebagbear (talk) 08:40, 22 October 2020 (UTC)
+1 This has been a trend for many years now. I am greatly saddened to see the WMF continue to distance itself from the community. Benjamin (talk) 09:22, 23 October 2020 (UTC)
+1 elections are essential. 𝒬𝔔 20:51, 25 October 2020 (UTC)
+1. --MF-W 21:53, 26 October 2020 (UTC)
+1 There is great value in keeping community-selected board seats active and represented. DutchTreat (talk) 11:22, 29 October 2020 (UTC)

Reply to statement[edit]

Hi Megs, happy to clarify some points. About "the proposal to shift from community-selected to community-sourced board seats, which effectively removes all rights of the community to elect its representatives", as mentioned in the initial announcement, the proposed revisions to the Bylaws would not require any particular changes to the community trustee selection process. The Board remains committed to implementing the Movement Strategy recommendations, as we have throughout the process, and the Board remains committed to having a trustee selection process that gives meaningful voice to the Wikimedia communities, as we did when we updated the affiliate-selected Board seat process last year. There have been proposals above on how to improve the current process in that spirit, and we're open to discussing it.
The statement expresses concern for the "rights of the community to elect its representatives to the Wikimedia Foundation Board", which reflects the sentiment of several comments on this page. We understand this concern, and we are actively seeking ways to continue community influence in the Trustee selection process. We hope to explore more as the Movement Strategy recommendations are implemented, as mentioned above. I don't think it is necessary to repeat here what has been said in other threads about direct and indirect elections, but let me link to one of Nat's responses that I believe addresses this concern.
One of the major goals in expanding the Board is to increase the number of trustees who come from the Wikimedia communities. Having a majority of people from the community on the Board is preserved, that doesn't change. We want to ensure that the community members on the Board reflect the great variety that exists among the communities, and we want to increase the capacity of the Board overall to understand all aspects of the Wikimedia movement. Adding three new seats, with the corresponding development of a new trustee selection pathway, and the trustee evaluation rubric are also part of achieving these goals. Having more trustees with more community experience will help enable the Board to engage in the implementation of the movement strategy recommendations, including working with the communities to figure out how the Board and the new Global Council can have a productive and equitable working relationship.
As to the participation of the CEO in Board meetings, the proposed changes in the Bylaws only try to capture the current practice, which is quite standard among non-profit organizations. The Executive Director / CEO is an officer of the Board and she attends all Board meetings, including the executive sessions where the Board meets without Foundation staff or any guests unless they are specifically invited. She is not present when we discuss her performance. In the discussion of this change above, the point was raised that the proposed revision might lead to confusion about the circumstances under which the Board would ever be able to meet without the CEO present. It's good feedback, and the Board will consider this point. I'll add that it is precisely because we see the value in obtaining this kind of feedback that we are doing three weeks of community consultation, so that more people have a chance to review and engage.
I'm responding here in order to provide the above clarification, but these topics are also being discussed in other sections of this page. In order for this to be a productive conversation, we encourage people to raise any points they want to make in the existing topic discussions when possible. This also helps us track and respond to all of the ongoing threads of the conversation - you can see we are doing our best to be actively engaged and try to share our thinking and clarify concerns. Thanks, Raystorm (talk) 09:28, 21 October 2020 (UTC)
@Raystorm: - I think the single biggest issue here is "we are actively seeking ways to continue community influence in the Trustee selection process." [my stress]. Influence is not acceptable, the only acceptable safeguard is actually choosing the community Trustees, even if the legal nominations are handled by the Board as the current status quo. So long as that remains the viewpoint, this is completely unacceptable. Nosebagbear (talk) 10:19, 21 October 2020 (UTC)
That "even if" you use is what describes the current situation in which the community selects candidates and the Board votes them in into the Board. I use "influence" - and I'm sure there may be a better word - to describe the relationship (the community making nominations to the Board), which remains unchanged. Raystorm (talk) 11:37, 21 October 2020 (UTC)
@Raystorm: I would say that an appreciably better term is needed than "influence". I remain a bit confused about why a phrasing saying "the Community will vote on candidates, with the Board committing to approving the top-ranked candidates so long as they meet x, y, z legal requirements?" Nosebagbear (talk) 21:52, 28 October 2020 (UTC)
Yes, the current process is a wee bit strange. The community does some voting, but it's only considered as a kind of recommendation. If there is some change needed, it's towards more real voting by the community, thus restrict the board on it's methods of choosing community members. The current change goes in the other direction, it ditches all pretenses of a voting by the community and gives the board free hand to name anybody it wants, even against explicit community consensus. That's definitely a complete wrong diyrection, if you want to mend the frictions between the community and the WMF, that occured because of WMF-inititated actions against the community, like renaming etc., you have to scale back on anything that can be perceived as more rights for central entities, taken from the decentral community. The WMF is only the Service Organisation for the community, not the other way around. It only exists to serve the community and the projects of the community. Grüße vom Sänger ♫(Reden) 11:04, 21 October 2020 (UTC)
As you say, in the current situation the community nominates and the Board ratifies. The community making nominations is not going to change, and althought the three new seats from the community we intend to add may have a new pathway different from the existing two pathways (and that would be a future conversation if these bylaws changes are approved), this proposal explicitely includes that it has to be a community nominations process. Raystorm (talk) 11:37, 21 October 2020 (UTC)
@Raystorm: Why this ordering though? Why must these changes be approved before we can have a discussion on the future nominations procedure? Why can't we discuss it first, then later write what has been agreed into the Bylaws? I'm sure you can see why the board proposing to give itself a sweeping ill-defined power inevitably led to community mistrust. BethNaught (talk) 12:06, 21 October 2020 (UTC)
Quoting from another thread: "The reasoning behind having the discussion on the expansion itself first was the concern that if we did not and had the pathways one at the same time people might assume that approving the 16 seats is a foregone conclusion, and thus they would be less likely to contribute their thoughts to the discussion. Or if the expansion is not approved, would —rightly— call out the waste of their time on something that ultimately would not happen. Once the expansion to 16 seats is approved, then we can discuss processes and pathways." Raystorm (talk) 12:16, 21 October 2020 (UTC)
@Raystorm: Except it's not just a discussion on the expansion first. If you wanted to discuss the other bylaws first, even including the community/affiliate merging, and provide notice you were looking at amending the selection method that would be fine. But the proposal set would change it, but also leave it undefined. "Community nominations" could be defined very broadly, and the WMF would be the ones doing the defining. That could be anyone with 20 nominators counts. Or anyone with a majority counts. Or it could be, which is what it must be, "eight candidates receiving the most community support, as decided by an election" count. Either remove the change in selection from this bylaw sweep, and have a longer dedicated discussion on that, with a method to be decided before any change is agreed; or expand this discussion (and timeline) to determine the exact method and include it in this one. In the bluntest terms, the Community simply doesn't trust changes with the specifics to be determined further down the road when we're told they'll turn out fine, because at that point we can't force a reversion to the status quo ante. Nosebagbear (talk) 12:37, 21 October 2020 (UTC)
More members gives the possibility of a real majority of community elected members. The current bylaws again don't give the community a majority, it's still just 50% community seats. Why not change it to 14, and expand the non-community seats only by 2? Why so much external personell? And, of course, it has to be community elected, not community sourced. You can talk about the the concrete voting process afterwards, but it has to be a vote, not some fluffy "sourced". Grüße vom Sänger ♫(Reden) 12:40, 21 October 2020 (UTC)
@Raystorm: thank you for trying to reassure us that "the proposed revisions to the Bylaws would not require any particular changes to the community trustee selection process. The Board remains committed to implementing the Movement Strategy recommendations, as we have throughout the process, and the Board remains committed to having a trustee selection process that gives meaningful voice to the Wikimedia communities, as we did when we updated the affiliate-selected Board seat process last year. There have been proposals above on how to improve the current process in that spirit, and we're open to discussing it."--Still, I think we need clear language that will serve us beyond this moment. Right now we have a well-meaning, open board, but we don't know what kind of board we will have years from now, and the word "sourced" is vague enough in its meaning ("to obtain or procure") to be open to interpretation. What's wrong with using an unequivocal word, such as "elected," which would guarantee giving "meaningful voice to the Wikimedia communities"? --Doctorxgc (talk) 15:19, 21 October 2020 (UTC)
TLDR: changing the bylaws from who receive the most votes to as determined by the Board is a significant change to the community trustee selection process that should wait until after trustee elections.
TL: Please correct me if I'm mistaken about any of this. In Article IV, Section 3(C), the Bylaws currently say The Board will approve candidates who receive the most votes and the proposal is to change that to The Board will appoint candidates who are nominated through this process (among other changes) [1]. In both versions, the language is followed by subject to Article IV, Section 3(A), and included in the proposed changes is the addition of ... as determined by the Board to the end of 3(A). Contrary to what is written above, these changes seem to me to be particular changes to the community trustee selection process, from a process that requires the Board to approve candidates who receive the most votes, to one that requires the Board to appoint candidates that the Board determines to have "a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of the Foundation", from among a slate of candidates vetted by the community. This grants the Board final approval authority over the selection of new trustees. I'm a bit surprised to see the trustees delay elections, over-stay their term, and then propose Bylaws changes that would substantially increase the size of the Board and give the sitting trustees final approval over the appointment of new trustees. I can't be the only one who believes that trustees who are sitting past the expiration of their terms should not be voting on anything except on when to hold elections. There shouldn't be any changes to the bylaws before trustee elections are held, and if there are any changes, certainly they should not be to the elections procedures themselves, and if there are to be changes to the election procedures before the elections, certainly the change shouldn't be to take final approval away from the community and give it to the sitting trustees. Levivich (talk) 19:05, 24 October 2020 (UTC)

@Raystorm: The intended clarifications confirm our initial understanding of the proposed changes to the bylaws and reinforce our opposition. No, as you say, “the proposed revisions to the Bylaws would not require any particular changes to the community trustee selection process,” but they do not preclude them.

While I believe that Nat’s comments are well-intentioned and that she and others may believe them, they do not adequately address the full impact of the proposed changes. These changes remove the legal obligation to allow the community to elect its representatives to the Board. “Community influence” is simply not enough. If, as she states, the Board wishes to provide clarification about the existing selection process (for instance, around ratification), then it can include that language directly in the bylaws. Instead, these changes create further ambiguity with a move from “community-selected” to “community-sourced.” Considering the gravity of the proposed changes, this may be a case where it is appropriate for the community-selected trustees to consult a lawyer, one who is not employed or otherwise compensated by the Wikimedia Foundation.

You write that “having a majority of people from the community on the Board is preserved, that doesn’t change.” This is simply not true. While the summary of the proposed changes do not reflect it, Article IV, Section 3, Subsection G was removed. An equal number of seats, let alone a majority, are not legally required by the updated Bylaws.

The proposed changes to the Bylaws open the space for a variety of possible governance structures, now and in the future. While I see stated commitments in the comments on meta, they are not reflected in the proposed bylaws, and you and the other trustees will not always be in a position to uphold them. These changes do, however, remove the rights of the communities that make up the Wikimedia movement to shape its own future. Megs (talk) 04:51, 27 October 2020 (UTC)

Less formal statement of opposition[edit]

This was a personal reflection I made during the NYC discussion, and some others in the chapter suggested I put it here as a supplement:

A few years ago we were discussing the goal of having community-elected seats be a majority of the board. Now we seem to be faced with a move to reduce them to zero, replaced by community members selected by the board.

As part of enWP arb com for 5 of the last 6 years, I have regular interaction with the foundation. The staff members they assign from trust & safety and legal to be liaisons with us have generally been very helpful, and the people on arb com can easily work with them. They are, apparently, not staff able to actually make decisions, and almost every proposal from us, even those supported by the liaisons, have been refused or, more usually, quietly abandoned, usually without telling us.

I did not join WP to be part of a workforce where other individuals were bosses. I expected, and found, a community very open to activities suggested and controlled and carried out by the general membership. I expected and recognized the inefficiencies and errors that would inevitably result, and was aware that WP would be a frustrating place for those who could not tolerate some degree of chaos. The individual projects have retained most of this spirit: enWP has, and I believe most other projects (though I am not active in them), and the chapters.

I came here, both to write an encyclopedia, but also to demonstrate how a loosely-organized membership-controlled model could potentially succeed for other purposes in the world as well. Against the predictions of all analysts, we have indeed produced an extremely useful multi-language multi-cultural encyclopedia, that has been widely adopted by the world. We have produced other products of similar value with similar models. We have, alas, also let develop an overriding structure that hinders us more than it serves us. The central organization as a whole has gone quite the wrong direction, and is controlling our activities instead of being controlled by the needs of our activities. I was about to write that I have no practical suggestion for how to reverse this, but I realized that I do. It does not consist merely of a return to requiring a majority of Board members be elected by the community, but:

I would suggest the replacement of the existing board by one composed entirely of elected members from the various functioning constituents, and a structure where the membership directly or indirectly determines the priorities and functions of the considerably smaller necessary central staff. I do not know what the other chapters will be proposing. As a practical matter, I would join with them in whatever proposal comes closest. DGG (talk) 03:54, 21 October 2020 (UTC)

+1 ~ I would suggest that the board be composed of the presidents of the Wikimedia Chapters along with some number of at-large members elected by the Wikimedia community. This not only guarantees geographic diversity, but grants indirect control of the WMF to its volunteers. With 39 Chapters (+ at-large), it would be a large board. If that's a problem, we could implement a solution like the w:UN Security Council where each geographic region has a certain number of seats, and chapters would elect one of themselves to represent the region on the board. So as an example, WM NYC, WM DC, WM Canada, and WM Mexico would select one of their presidents to fill the North American seat on the board. Wugapodes (talk) 18:37, 21 October 2020 (UTC)
This method would give far too much power to the affiliates. The full Community must always have members than the summed affiliates (I actually am against any direct affiliate representation. If chapters want to endorse specific candidates and encourage their members that should be the route taken). If someone disagrees with their affiliate they would lose half their potential electoral representation under this system Nosebagbear (talk) 19:05, 21 October 2020 (UTC)
I envisioned at-large members being the majority, though I left it vague. I could imagine a similar system, but with WMF projects instead of affiliates. So there would be a board seat elected by the Wikipedians, a board seat elected by the Wikivoyagers, etc. It could also be by language instead of project. The main concern driving my suggestion is that filling a board by a single vote of the global community may be difficult or lead to a total lack of representation for smaller constituencies. The specifics are up for discussion, but I would want some form of w:power sharing between our constituent communities rather than let the whole movement be steered by a couple large Wikipedias. I like your idea of affiliates endorsing candidates that are then voted on by the community; what if each affiliate nominated a candidate, and the global community voted to select 9 to 15 of them? This ensures a geographically broad range of candidates, while still giving the community ultimate authority over composition of the board. Wugapodes (talk) 22:13, 21 October 2020 (UTC)
I'd be a bit reticent of project splits, though there might be possibilities there. How about making half the seats geographically split, running vertically across projects. en-wiki probably wouldn't have a category, but some thought into how pt-wiki and fr-wiki would work would be needed. The other half of positions would be at-large. I'm still not sure about any split, though. Nosebagbear (talk) 22:29, 21 October 2020 (UTC)
I note that our current at-large method does produce diversity, more diversity than the board selected seats. It is very difficult to figure our a fair method of ensuring diversity, and i'm not going to attempt it here. DGG (talk) 22:48, 21 October 2020 (UTC)
Oh wow, DGG, I'm sorry I don't have a "thanks" button here, that would be lovely, I could even take the chapters maintaining a heavy influence (not all of us have time, inclination to out ourselves IRL, geographic proximity, or money to participate in chapters) if that's an example of how they think. Make it so! Yngvadottir (talk) 03:07, 22 October 2020 (UTC)

Problems with the deadline and timeline[edit]

The document says: "Please share your comments on the Discussion page through October 26, 2020". This leaves 19 days for feedback on a proposal that is a dramatic change from what we have now. Can I ask:

  1. Why was this period of time chosen, and does the board think this is adequate time to give meaningful feedback? Given that many affiliates and regional groups have only monthly meetings, this tight deadline synchronizes quite poorly with our community's opportunities for discussion and deliberation. Is the board open to extending this deadline given the feedback period is less than three weeks?
  2. After this deadline, what comes next? Is this the first step of many drafts and where the community will have multiple consultations and opportunities to give more detailed feedback? This might help us better understand the ambiguity around "community-sourced" if coming down very soon are particulars about what this means, and how nominations and elections may happen. For now, we have some talk page assurances that this was the intent of the board, but without it being stated in the bylaws, there's no guarantees it will happen. But if the intent is to put it down in written form, to be incorporated into the bylaws, in the next few drafts, that would help explain where we are in the process.
  3. To address the greater issue: we seem to have fallen into this pattern of the Foundation giving less than 4 weeks for many consultations and feedback from the community and all the same complaints about the short timetable. Might it be time to come up with a best practice to give at least 6 weeks for feedback unless special circumstances justify something less?

Thanks - Fuzheado (talk) 13:59, 23 October 2020 (UTC)

  • Even six weeks is dubious. The Board took a long time to come to this stage, and that is a more sprightly organisation to gather together than the Communities. Coupled with that, I'm not sure how much capacity has been given to encourage non en-wiki participation in the consultation. There had better be additional drafting steps, as well, about the selection method, since there haven't been details provided and there is unanimity that the details need to be provided and bedded into the bylaws rather than just accepted as a "specifics to be handled later, all will be well". Nosebagbear (talk) 14:16, 23 October 2020 (UTC)
    • A fair point nosebagbear. The community needs at least as much time as the Board + staff reviewers do, for similar reasons. Which means, either let everyone know at the same time what is planned, once a draft is available for first consideration (you could share iterative outlines rather than draft text, to avoid wasted cycles), or have a set feedback period that is assumed to apply to everyone who isn't [by contract -- like a firm on retainer] available for burst attention on short notice.
    • That said, I don't think this applies to a minimal one-line revision that addresses the extraordinary one-time need to have the next election past the end of this calendar year. That could be reasonably done on shorter notice. –SJ talk  17:25, 23 October 2020 (UTC)
      • So I can see why the Board would want to at least get a version they were content with before spreading it out. Otherwise both sides could diverge even further away and getting it back would be like resolving senate/congress bill amendments. However, I would generally think any controversial proposal (of which I'd say we have at least 2) would take a couple of months (unless it's agreed to not change it); any normal change 6 weeks; and yes there will always be the occasional basic emergency one or minor one (say if they want to rename the CEO's position), that can be much quicker. Nosebagbear (talk) 17:30, 23 October 2020 (UTC)
  • I was bold and changed it to at least November, imho it could even be open up to January next year. Grüße vom Sänger ♫(Reden) 17:35, 23 October 2020 (UTC)
And I mentioned this on the talk page of the original message by NTymkiv. Grüße vom Sänger ♫(Reden) 09:08, 24 October 2020 (UTC)
I have reverted your edit to avoid public confusion. Qgil-WMF (talk) 10:37, 24 October 2020 (UTC)
To avoid public confusion is a nice word for to not have to hear from the community any longer. This short deadline is just ridiculous, it has no real-world value other then a slap on the face of the highest entity here, the community. The community should not disturb the central authority with its input, the unwashed masses are expected to stay silent. Grüße vom Sänger ♫(Reden) 10:44, 24 October 2020 (UTC)
No, to avoid public confusion literally means that people seeing "November 26" in a call for feedback page are likely to believe that this is the deadline, when so far the deadline announced by the Board is October 26. I just reverted to reflect the current situation. Qgil-WMF (talk) 10:58, 24 October 2020 (UTC)
And if this extreme short deadline for this massive change will not be altered, it would show, that the board doesn't care about the community. As I can't believe that#s the case, I expect the board to extend the deadline to some reasonable date. Grüße vom Sänger ♫(Reden) 11:58, 24 October 2020 (UTC)
Qgil is right to change it back, if only because people would then think the timeline was more acceptable and would stop pushing to have it moved (which it absolutely does need to) Nosebagbear (talk) 14:37, 24 October 2020 (UTC)

Problems with notification + bundling complex w/ urgent changes[edit]

Dawning on me slowly (it's a busy time!):

  • Some change may be needed by the end of this year, to allow for the extenuating circumstance of this year's postponed election.
  • This set of changes, with all its nuance and aspects left undefined, cannot smoothly be communicated to affected parties (everyone involved in the current selection processes), finalized, and implemented this year.

A. Proposed split into two steps[edit]

I suggest making an initial update that exclusively addresses the election delay. A minor and mostly procedural change needs far less discussion than the full changes proposed here.

Then set a timeline for the next election under current process, and set a separate timeline for finalizing and implementing the rest of the changes.

Why? Hasn't the board already passed a resolution extending the terms of those whose terms would have expired? Is there not enough money to hold elections this year? 107.242.121.29 19:28, 23 October 2020 (UTC)
The terms were extended, until an election can be held (next Spring at the latest). However the bylaws specify that elections should be held three years after the previous ones, which means this year. The easiest interpretation of that is calendar year (elections always vary slightly in timing).
We normally leave a solid month for ElecComm to post the timeline + policies, another one for candidates to nominate themselves, and another for public Q&A and the vote itself. We couldn't resolve that by the end of this year (though we could start that process, which might suffice for intepreting the current Bylaws).
New bylaws could reasonably be approved before the next election concludes, but not before we need to start planning and executing it. –SJ talk  20:36, 23 October 2020 (UTC)

B. Related clarifying questions[edit]

This bylaws change, taken as a whole, will completely change:

 Board composition
 Timelines and timing for the upcoming board election
 Board selection mechanisms, including community voting
 Responsibility for board selection processes across the movement

0. There doesn't seem to be support for removing voting as a primary mechanism, and there doesn't seem to be buy-in from those currently responsible for community-driven board selection for shifting the locus of responsibility. Please address this directly! We are all working together to help the Foundation be as effective as possible.

1. Is this intended to be an update that changes all of these things at once? Implemented as a single Bylaws change before the end of December?

  • If not: Please clarify and update the call for feedback, with a tiny timeline indicating the intended process.
  • If so: Whew -- sounds like a potential source of dispute and fragmentation worth avoiding.
Please host a public conversation to talk through this + its implications.
Please help clarify each of the implications / provide a framework for that clarity. There are a lot of good points raised above with no comment by [proponents]

2. When you have a more polished version + explanation that is ready for full-community feedback, how is this going to happen? This deserves:

  • Someone (a community trustee?) dedicated to promptly addressing questions about the process -- as above, but also addressing how underspecified language might be sharpened, and elaborating on implications that are a source of concern.
  • A translated sitewide banner on all projects for logged-in users (the potential voters affected).
  • An explicit consult with the affiliates whose stewardship of half of the community elections is affectged
  • Translation of the changes into the same languages as election notices - more than the 5 languages the call for feedback is in so far

Warmly, –SJ talk  17:52, 23 October 2020 (UTC)

Agreement with Brion Vibber and Wikimedia NYC[edit]

I agree with Brion Vibber and Wikimedia NYC: https://lists.wikimedia.org/pipermail/wikimedia-l/2020-October/095790.html in particular, "Wikimedia Foundation must reject these proposed bylaws changes to preserve our open, democratic nature, and hold elections to fill all seats." 107.242.121.29 19:27, 23 October 2020 (UTC)


Problems with the current selection processes?[edit]

I have heard people mention problems with the current selection processes as a motivation for changing them and adding the flexibility to try new things. But I haven't seen any specific complaints with current processes, nor have I seen specific suggestions of new selection processes. –SJ talk  20:31, 25 October 2020 (UTC)

  1. What problems does the Board + others see w/ the current selection processes?
  2. What alternate processes are imagined for the postponed election, and for future selections?
  3. For the postponed election, who will decide the final process? What is the role of a community Election Committee (as currently imagined, or reimagined)?

(aside, as noted elsewhere: since June, the WMDE supervisory board has a 'Wikipedian minority', and some chapters like WMUK have a non-Wikipedian board chair. is this a problem?)

Yes, this is entirely inappropriate, and has been for a long time. The majority of Board seats need to be elected by the Wikimedia communities. Not "chapters" or the like, not "affiliates" or the like, at-large community elections. The minority of the remaining seats may be done by chapter vote or appointment, but it must be the case that those never outnumber elected seats. Seraphimblade (talk) 21:56, 25 October 2020 (UTC)

A strict majority of community-selected trustees[edit]

Historically, the community-selected trustees made up exactly half of the board. I don't think there was ever a good reason for this - it is not as if there would be a need to balance between two groups. The community-selected trustees represent the community's values and views, and are accountable to the community; the board-selected trustees are typically not selected to represent values, and are not accountable to the movement. Having less community-selected trustees would be bad as it would make the board as a whole unaccountable to the community, and detached from community values; having less board-selected trustees does not raise similar problems. Sure, not having sufficient expertise on the board would be a problem; but the exact ratio of those trustees isn't significant.

I think this expansion would be a great chance to change the board from borderline accountable (where exactly half of the trustees are accountable via some reelection process) to properly accountable, with a firm majority of board members being selected by the community. That is, either have an odd number of seats or have nine community-selected and six board-selected trustees (plus the founder seat). This would ensure that the community has a "majority stake" in the WMF. For an organization whose mission is to empower and engage its community, that seems only proper. --Tgr (talk) 06:22, 26 October 2020 (UTC)

Form guided by the function[edit]

I believe many important issues have been raised already (too short consultation period, lack of clarity about the changes and the process, unexplained urgency), so let me focus on a few things:

  1. It is unclear how this change is aligned with the strategic process in general, and the roles&responsibilities, global council and the role of the Wikimedia Foundation itself in particular. I would encourage everyone to design the Board of Trustees to its function, and the function of the WMF in the future landscape of the Movement.
  2. The wording as presented is overly vague, especially the term community-sourced members, where both community and sourced are not defined. From what I heard, this is not the final draft, so I strongly encourage you to define these specifics. Good governance requires to have them in the main text of the bylaws.
    While doing it, I encourage reverting back to the voting. One of the key strategic principles is equity which involves representation. Be mindful that if one is not choosing their representation, they should be considered as not represented. Specifics of this selection process may be further discussed.
  3. The rationale provided does not explain well the change from the voting to sourcing, OTOH we read about the need to expand the Board of Trustees. I would like you to revisit this assumption. We read that the Board of Trustees needs a broader capacity - however in fact expansion is only one of many possibilities. Others include: 1. reactivating/creating/empowering other bodies, e.g. Funds Dissemination Committee to help the BoT with specific tasks 2. hire staff reporting directly to the BoT and supporting them with their insight 3. changes in the recruitment and onboarding/training. In fact, the FDC itself recommended such an aid to the BoT, along with the external governance review. Quoting:
    FDC acknowledges the limitations of the volunteer-composed body which is the WMF Board and proposes to take under consideration institutional solutions supporting the work of its members. Ensured strong orientation, wider usage of empowered trusted bodies and individuals to seek advice, restart of the Advisory Board, Financial Committee of C-level and Board representatives, broadening the Audit Committee beyond the Board and an internal auditor within the WMF reporting directly to the Board could be such steps. Furthermore, the FDC recommends the creation of an ombudsperson position that can act as a bridge between the Board and any person or entity who is not already a member or officer of the Board.
    The FDC also recommends that this external review be conducted, that the results be received, and main points acted upon in a timely manner, before the permanent WMF Executive Director is appointed. The FDC would like to encourage the Board not to waste this good crisis.
    This recommendation from May 2016 AFAIK sadly remains not implemented.
    In my opinion, the Wikimedia Foundation was a too large organization to be effectively supervised only by the non-professional BoT already five years ago. I am not sure that adding further volunteers will enhance the capability of the BoT sufficiently, and in the same time it will make it even more difficult to coordinate. I strongly recommend adding a proper professional support reporting directly to the BoT to enhance its capabilities, and I welcome a further discussion on this topic.
  4. Regarding the proposed rubrics, I believe there is some further field of improvement in terms of the areas of competence screened in the process. If the BoT is looking for additional capabilities, it needs to be reflected in these rubrics more directly and in a greater detail.

Summing up, I darethink we would all benefit from more discussion about the needs and the role of the BoT and the WMF itself, reaching also to issues like the role and the need of the founding member called up above.

Best Regards, aegis maelstrom δ 26 October 2020

Feedback from Strategic Wikimedia Affiliates Network (SWAN) meeting[edit]

Hi all,

This summary of the recent Strategic Wikimedia Affiliates Network (SWAN) meeting (2020-10-25) may be of interest to the community, as it provided an opportunity to discuss issues around the proposed bylaws with WMF legal counsel and board members.

Concerns raised[edit]

  • The process and timeline for the proposed bylaws change is unclear. Will the affiliates have the chance to comment on or see further drafts?
  • The 19 day period for feedback (October 7 to 26) is very short and not adequate for the level of community engagement required to address such substantive changes, especially with community groups that meet only on a monthly basis.
  • The removal of the words "majority" and "voting" from the bylaws is a major cause for concern.
    • Current bylaws:  "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." (Article IV, 3(G) [link])
    Concern: The proposed board expansion scenarios don't adequately specify a minimum number of seats, making it possible to have a problematic situation of only 1 community-sourced seat, 1 founder's seat, and the rest (7) all appointed.
    • Current bylaws: "Three Trustees will be selected from candidates approved through community voting." (Article IV, 3(C) [link])
    Concern: The supplanting of "voting" with "The Board will appoint candidates who are nominated through ... a community nomination process" is startling with the elimination of a form of direct election and a new undefined indirect method being put forth.
  • The comments from the board chair and vice chair saying the board wanted to address expansion first, and provide selection process details later have been confusing. The proposed bylaw changes address both issues (see open concerns below).
  • There were no expressions of support by community participants for the proposed bylaws as written, though there was sympathy for improved diversity and geographic representation by a more participatory process.
  • A question was raised as to why the BoT wants to bring about these changes now, rather than integrating the proposed bylaw changes into its appropriate place in the Movement Strategy discussions. The recommendations pertaining to Ensure Equity in Decision-making and Coordinate Across Stakeholders would be critical in any changes to the bylaws.

Outcomes[edit]

  • Keton acknowledged and expressed thanks that the community "found a bug" after it was pointed out that a possible scenario under the proposed bylaws could be a problematic configuration of: 1 community-sourced seat, 1 founder's seat, and 7 appointed seats.
  • Keton indicated that this was not the intent of the bylaws and will bring this shortcoming and feedback to the Board Governance Committee (BGC) and another draft will be released for community review. That is, the board will take "another bite at the apple." She will also inquire as to whether more time might be allocated for community feedback to the proposed changes.
  • Keton said the intent of the board is to implement a community-sourced selection process before the end of the fiscal year (June 2021). She noted that there is a meeting of the BGC on October 27, 2020 to discuss the proposed bylaws.
  • It was requested that Keton or the board inform the community via the Meta page or Meta talk page about the aforementioned requests and outcomes surfaced at the SWAN meeting.

Open concerns[edit]

  • The board vice chair commented on Meta talk that details were not being provided about how a community nomination process (proposed bylaws Article IV, Section 3(C)i, ii and iii) would be implemented for community-sourced trustees. The rationale was that the board was seeking expansion first, with details coming afterward.
  • The board chair's comments on Meta talk regarding the board composition and selection process are inconsistent with the newly-proposed bylaws. In particular:
    • "...the proposed revisions to the Bylaws would not require any particular changes to the community trustee selection process."
    • "Having a majority of people from the community on the Board is preserved, that doesn't change."
    • m:Talk:Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes#Reply_to_statement
    • However, the new bylaws as written would not guarantee any community trustee selection process (such as the traditional elections process), or any required majority for the community-selected seats.

These notes are the result of a collaboration among attendees and conveners of the SWAN meeting. Thank you. -- Fuzheado (talk) 03:00, 27 October 2020 (UTC)

Update from the Board Governance Committee[edit]

Pundit has posted an update following the conclusion of this discussion period. That update includes an explanation of some edits to the text of the proposed Bylaws revisions. –Charles M. Roslof (WMF) (talk) 18:43, 29 October 2020 (UTC)

What that update doesn't contain: The word "vote." CoffeeCrumbs (talk) 01:48, 30 October 2020 (UTC)
That is absolutely the single biggest flaw. In most ways, the update is a positive, but they are very obviously trying to avoid the Community requirement (not a wish, or a desire for influence, or involvement - a requirement) that a Community vote for Community representatives be the choosing method, without Board input. Nor can that be decided afterwards. An attempt to do so will righly be interpreted by a deliberate attempt to reduce Community control and ignore what has been a, I believe, unanimous viewpoint amongst respondents. Nosebagbear (talk) 12:23, 30 October 2020 (UTC)
Perhaps the Bylaws should be amended to add a provision requiring any change to Article IV, Section 3 [2] to be ratified by the community. Levivich (talk) 04:17, 31 October 2020 (UTC)
What's rather alarming in this regard is this statement by User:Doc James, that seems to read like "New community board members are possible without a vote beforehand", something that is completely illegitimate. No board member is a community board member without a proper vote before. Grüße vom Sänger ♫(Reden) 07:57, 31 October 2020 (UTC)