Wikimedia Foundation Board noticeboard/April 2022 - Board seats in 2022 and 2023
The Wikimedia Foundation Board of Trustees guides and oversees the Wikimedia Foundation. Following a period of significant leadership change both in the Foundation and on the Board, we discussed how to provide needed continuity and stability. We agreed to the following resolutions pertaining to the expansion of the Board with this in mind.
Resolution: Hold elections in 2022 to fill the expiring affiliate-selected seats, re-evaluate the need for Board expansion in 2023
[edit]In 2020, we resolved to expand the number of Board seats in order to grow our diversity, expertise and capacity as a group. At the same time, we also recognized the need to provide stable, consistent guidance, especially when helping the Foundation navigate change.
With three new trustees selected by the community late last year, plus the addition of a new Board-selected Trustee, and the terms of two affiliate-selected seats expiring this year (leaving a total of five out of six community and affiliate seats in flux), we decided that it was important to give the Board time to onboard new trustees. For this reason, we will move forward with the 2022 election to fill the two expiring seats, and will re-examine the need for further Board expansion in 2023. This will give us time to consolidate as a group, as well as build a stronger partnership with our new CEO, before making a determination about what additional Board capacity is needed, if any.
Read the resolution text on Governance Wiki.
Resolution: Appoint Nataliia Tymkiv to a Board-selected seat, where she can serve the remainder of her term as Board Chair
[edit]According to our bylaws, the Wikimedia Foundation Board of Trustees has community-and-affiliate-selected Trustees, Board-selected Trustees, and the Community Founder. There have been several occasions in the past when the need for continuity in leadership resulted in a community-selected Trustee being appointed to a Board-selected seat.[1][2] The trustees have appointed Board Chair Nataliia Tymkiv to one of the Board-selected seats so that she can complete her 3-year term as Chair while also strengthening community presence on the Board. This will create an opening for an additional trustee with a community background to join in Nataliia’s vacated seat, and will bring the total number for 2022 to six community-and-affiliate-selected seats, five Board-selected seats (one of which will be Nataliia), and the Community Founder seat. A table is below of the Trustees and their current terms:
| Trustees | Type of Seat | Current term (in order of expiry) |
|---|---|---|
| Shani Evenstein Sigalov | Affiliate-selected* | August 15, 2019 - September 1, 2022 |
| Nataliia Tymkiv (Board Chair) | Affiliate-selected* | August 15, 2019 - September 1, 2022 |
| Raju Narisetti | Board-selected | September 1, 2020 - October 1, 2023 |
| Esra'a Al Shafei | Board-selected | September 1, 2020 - October 1, 2023 |
| Tanya Capuano | Board-selected | September 1, 2021 - September 1, 2024 |
| Dariusz Jemielniak | Community-and-affiliate-selected | October 13, 2021 - November 1, 2024 |
| Rosie Stephenson-Goodknight | Community-and-affiliate-selected | October 13, 2021 - November 1, 2024 |
| Lorenzo Losa | Community-and-affiliate-selected | October 13, 2021 - November 1, 2024 |
| Victoria Doronina | Community-and-affiliate-selected | October 13, 2021 - November 1, 2024 |
| Jimmy Wales | Community Founder seat | September 1, 2021 - November 1, 2024 |
| Luis Bitencourt-Emilio | Board-selected | January 1, 2022 - January 1, 2025 |
*The remaining affiliate-selected seats will transition to community-and-affiliate-selected seats based on the change to the bylaws in 2020.
Read the resolution text on Governance Wiki.
Implications of Resolutions
[edit]- The Board composition for the remainder of 2022 will be six community-and-affiliate-selected seats, five Board-selected seats, and the Community Founder.
- About Board composition:
- The appointment of Nataliia Tymkiv represents an increase of the Board-selected seats by one. This comes after an expansion by one community-and-affiliate-selected seat in 2021.
- The approval of Nataliia Tymkiv as a fifth Board-selected seat creates the opportunity for another community-selected trustee, bringing the total number of trustees with a community background to seven.
- There is no intention to add more Board-selected seats until at least 2023. Whenever Board-selected seats are added, it will be done in accordance with Section 3F of the bylaws, which states that Board-selected seats shall not outnumber community-and-affiliate-selected seats.
- Nataliia Tymkiv will be able to finish her term as Chair of the Board, ending in 2024. Her maximum term of nine consecutive years as a trustee, as laid out in Article IV, Section 2c of the bylaws, will end in 2025.
- About Nataliia Tymkiv:
- Nataliia has served on the Board of Trustees for 6 years in an affiliate-selected seat. She has been an active member of the movement since 2011, and was selected to the Board of Trustees after serving as Executive Director of Wikimedia Ukraine and as part of the Board of Wikimedia Ukraine.
- She has been vice chair of the Board since 2019, and stepped into the Board Chair position in 2021.
- Elections will take place in 2022 to replace the two expiring seats. We will reevaluate the need for further Board expansion in 2023.
- Effective leadership at the Board level requires a mix of historical knowledge, diverse experience, and new, innovative ideas. The Board wants to ensure a balance of all these factors.
- Onboarding trustees selected in 2021 and 2022 before considering further expansion will allow for us to make a determination based on need, and in response to other leadership structures currently being created by the Movement Strategy process.