Talk:Wikimedia Foundation Board noticeboard/Updates from April 28, 2020

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Why 16 total trustees?[edit]

Based on Veritas' recommendations, the number of trustees should be increased but they recommended that it be increased to an odd number, probably to avoid ties during votes. seav (talk) 13:48, 28 April 2020 (UTC)Reply[reply]

Seav. Thank you for the question. The 16 people set-up allows for a majority of community-sourced seats to remain in place, which was also an important consideration. While it is true that Veritas recommended an odd number of seats to prevent potential ties in votes, the Wikimedia Foundation Board has had an even number for a while now and it is not an issue we have encountered so far --NTymkiv (WMF) (talk) 20:42, 4 May 2020 (UTC)Reply[reply]

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) 19:26, 19 May 2020 (UTC)Reply[reply]

Elected/appointed seat balance[edit]

I am concerned by the increase of 3 appointed board seats, to a total of 7 appointed seats (43.75%, from 40%), especially since every one of the community-elected members have advocated increasing the proportion of community-elected members on the board. It looks like the Board is becoming less democratic. --Yair rand (talk) 17:21, 28 April 2020 (UTC)Reply[reply]

Did this surprise you? The WMF were never ever a democratic oranization. Everything that now happens makes this only more and clearer visible. The terrible thing is, that the WMF has time for cuch changes, but not to organize an election. Rebranding and overall new structure, this here super protect and all the other things - for this is time. On the other hand, the Wiki projects were not that instable since a dozen years as they actually are. And a 16 prson board - how good governance should work here? This is just a stop on to a more opaque structure than today. And today this all is just a (recruted of nearly always the same 2 or 3 dozen of people) circle of some insider and selected and well networked people. -- Marcus Cyron (talk) 18:27, 28 April 2020 (UTC)Reply[reply]
Hello, I read the following: "expanding the number of seats on the Board, from 10 to 16. This includes increasing the current number of seats sourced from the wider Wikimedia community (including affiliates) by three, for a total of eight community-sourced seats".
So here the term "community-sourced" is used for editing communities and affiliates together. From this I still do not see (a) how the 8 will be divided over chapters, other organisations, and communities, and (b) whether the founder-seat is included in the other 8 (possibly yes); and (c) why the board does not follow the recent advice of an odd number (which I myself don't find that important). Ziko (talk) 20:47, 28 April 2020 (UTC)Reply[reply]
As long as an even number of members and the possibility of a stalemate situation - who makes the descission? Chair? Emeritus Chair? -- Marcus Cyron (talk) 16:01, 29 April 2020 (UTC)Reply[reply]
Actually, it is always possible, because people can abstain or not be present in a meeting. If any decision is formulated as a yes/no vote, it's simple: if there are more yes than no, it's approved; in any other case, it is not. - Laurentius (talk) 09:37, 2 May 2020 (UTC)Reply[reply]
Quite often, not everybody votes. Someone is sick, or has no time etc. And, if you have 17 members, and they are divided 9 vs. 8 about an issue, there should be more discussions in order to create a larger majority. Ziko (talk) 16:46, 30 April 2020 (UTC)Reply[reply]
If you count the founder seat as appointed (as it is), you still have half appointed, half elected. - Laurentius (talk) 09:37, 2 May 2020 (UTC)Reply[reply]
I don't think "community-sourced" necessarily means elected. We could actually have appointed community seats (as in, appointed members that are "sourced" within the active community. notafish }<';> 15:06, 4 May 2020 (UTC)Reply[reply]

To clarify: the Founder’s seat is not included in the community-sourced ones. So now it is 5 (3 selected by the communities, 2 selected by the affiliates) and 4 (appointed by the Board directly), 1 (Founder’s seat). The envisioned composition of the 16-person Board would be 8 (community-sourced), 7 (appointed by the Board directly) and 1 (Founder’s seat). That composition would keep the community-sourced seats at 50% of the Board. The Board Governance Committee is currently working on a proposal how exactly these seats will be filled. These would require some revisions to the Bylaws, and the proposal would be posted for a discussion by the communities.

Anyway the process of filling these seats will need to happen over the course of at least two years, and at some point the Board can have more seats filled through community selection and less appointed seats, or vice versa. Which happened before. Also, as Ziko pointed out - not everybody is present during every meeting.

In Board decision-making, an evenly split vote would result in no action. When the Board votes on whether to take an action, it is not between Action A and Action B (as between two candidates in an election) but between Action A or nothing. As explained in the Bylaws, any action the Board takes requires a majority vote. --NTymkiv (WMF) (talk) 20:46, 4 May 2020 (UTC)Reply[reply]

Relationship to strategy process governance recommendations?[edit]

Hi Nataliia, thank you for the update. It is a lot of information to take in and consider. My big concern is that I see that the intentions you have listed with regards to the increase of the number of board members and other smaller things don't seem to align with the recommendations of the Governance workgroup. Can you inform us how the board feels about these recommendations and how they relate to the changes that you are proposing for the Wikimedia Board of Trustees? Thank you! Jan-Bart (talk) 18:54, 30 April 2020 (UTC)Reply[reply]

I was here to ask a similar question, though not the same one! How does the Board see this report fitting with the Movement Strategy recommendations? I don't actually see any conflicts between the two, and in fact the strategy recommendations probably help resolve Veritas's comments about Board-Movement relationships, but it would be good to understand how the Board feels they all fit together. Chris Keating (The Land) (talk) 11:04, 1 May 2020 (UTC)Reply[reply]
To be clear, I am not sure if increasing the number of board members is a bad idea, but if it is intended to increase global community representation within the decision making process that would seem to indicate that the Board is taking a different approach to the governance issues we as a movement have then the recommendations that the strategy movement task force worked on... Jan-Bart (talk) 11:33, 1 May 2020 (UTC)Reply[reply]
@Jan-Bart and The Land: Thank you for the questions. The proposal to create ”a global Governance Body to assist the WMF Board in matters of strategic importance” was discussed by the Board and in general is supported. I do not see that the Governance report contradicts the Movement Strategy recommendations, as they both indicate the importance of Board-Movement relationships. The Wikimedia Foundation Board working to be the best version of itself it can be does not imply this new body would not exist --NTymkiv (WMF) (talk) 20:49, 4 May 2020 (UTC)Reply[reply]
Thank you :) Jan-Bart (talk) 12:24, 5 May 2020 (UTC)Reply[reply]
Thanks from me as well! That is how I read it initially, glad that is the plan. 20:52, 5 May 2020 (UTC)

Term of the current board members[edit]

Will the term of the current non-community-selected board members affected? In particular:

  • the ASBS term will still end in 2022?
  • the terms of Esra'a and Raju will still end in summer 2020? - Laurentius (talk) 09:43, 2 May 2020 (UTC)Reply[reply]
Hello, Laurentius! The terms of other trustees are not affected by this change, and they are due to end when planned: 2022 for the two affiliate-selected ones and September 1, 2020 (at the latest) for Esra’a and Raju, unless they decide to stay for another term and they are approved by the Board --NTymkiv (WMF) (talk) 20:51, 4 May 2020 (UTC)Reply[reply]

Suggested Priority Next Steps[edit]

Thank you for sharing the summary of the governance review. I think these documents give some food for thought also to other Wikimedia organizations.

In the report there are many recommendations, with five "Suggested Priority Next Steps". Among those five, two of them are addressed by this update. There are actions in progress or planned also for the other three? Namely:

  • Commission a stakeholder analysis and/or utilize a task force to gain a full understanding of instances where goals and priorities of the Movement/community and the Foundation may vary or be at odds, so that these can be properly addressed by the board and CEO in partnership, utilizing community input.
  • Hire a full-time Board Liaison or similar position at the Foundation (reporting to CEO)
  • Create a board education and accountability plan, including the use of third-party trainers, to bridge knowledge gaps and ensure accountability and compliance (Governance Committee) - Laurentius (talk) 11:23, 2 May 2020 (UTC)Reply[reply]
Laurentius Yes, I agree, these documents do give some food for thought for the wider audience as well. Board Liaison Position was indeed approved early on, as it was a fairly easy first step. Ryan Merkley is also a board liaison from the moment he joined the Wikimedia Foundation. For now this is not a full-time position, as we wanted to see what we want/need from the job. The other two are also planned to happen: Commissioning the Board Education and Accountability Plan (Minutes from December 5, 2019) and Commissioning an ad hoc Committee to Review Community/Foundation Relationship, but the timeline is going to be revised --NTymkiv (WMF) (talk) 20:52, 4 May 2020 (UTC)Reply[reply]
I wonder if any of the outcomes of the movement strategy process also cover the 'community/foundation' relationship a bit. Do you still need an ad hoc committee to review that if there is also work going on about a movement charter and a global council? Chris Keating (The Land) (talk) 20:54, 5 May 2020 (UTC)Reply[reply]
This is the first indication of what Ryan Merkley plans/is expected to do in his new position I've seen anywhere. And I've looked, & been puzzled. Usually when someone at his level of management is hired, the individual makes some kind of statement about their intended goals & big plans -- even if it is all hot air -- but in this case, looking on meta the usual official channels, & even his Twitter feed, I have seen no hint about what he wants to do here.
I am not being waspish here: the Foundation often trumpeted in the past about a high-level hire, only to have the new employee drop out of sight then surface a few months when the Foundation announces this employee is leaving for unexplained reasons. Merkley's ongoing silence unavoidably suggests he is following the same path. -- Llywrch (talk) 23:06, 10 May 2020 (UTC)Reply[reply]