Wikimedia Foundation Board noticeboard/October 2020 - Proposed Bylaws changes

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The Wikimedia Foundation's Board of Trustees is publishing the proposed Bylaws changes specified below for a period of community review and discussion. Please share your comments on the Discussion page through October 26, 2020. For more details, check Call for feedback about Bylaws changes and Board candidate rubric.

Overview[edit]

Comparison of key changes
Current Revised
Number At least 9, at most 10:
  • 3 community-selected
  • 2 affiliate-selected
  • 4 Board-selected
  • 1 Founder
  • Community-selected and affiliate-selected trustees must be in the majority
At least 9, at most 16:
  • 8 community-sourced
  • 7 Board-selected
  • 1 Founder
  • Majority not required to be community-sourced
Community-sourced trustees
  • 3 trustees selected every 3 years through a “community voting” process determined by the Board.
  • 2 trustees selected every 3 years through a process designed by affiliates and approved by the Board
  • 8 trustees selected as needed to fill open seats through a “community nomination process” determined by the Board.
  • Remove differentiation for affiliate vs. community voting seats.
Terms, Term Limits, and Resignation from Other Positions Outlined and repeated separately for each of the trustee selection methods Outlined in just one place for all trustees (with no substantive changes)
Staff Officers Executive Director, Secretary, and Treasurer CEO, Secretary, and Treasurer, with more detailed descriptions of the officers’ current roles

Revisions[edit]

[Changes from the current Bylaws are highlighted in yellow]

Amendment to Article IV, Sections 2 & 3 of the Bylaws:

Current text of Article IV, Sections 2 & 3 of the Bylaws

Text highlighted in red is being revised.

Proposed Amendments

Text highlighted in yellow has been revised or added.

Section 2. Number, Tenure, and Qualification. Section 2. Number, Terms, and Term Limits.
The authorized number of Trustees of the Foundation shall be at least nine (9). Trustees are selected according to the process specified in Article IV, Section 3 below. Each Trustee shall hold office until the expiration of his or her term as specified in Article IV, Section 3 below, or until his or her earlier resignation, removal from office, or death.

(A) Number.

The authorized number of Trustees of the Foundation shall be at least nine (9) and, at most, sixteen (16), as the Board may from time to time determine. Trustees are selected according to the process specified in Article IV, Section 3 below.

(B) Term.

Except as herein provided, the term of office for a Trustee shall be three years and the Trustee seats shall be distributed so that, as nearly as practicable, the terms of a roughly equal number of Trustees shall expire each year, allowing the Foundation to benefit from having continuity of experienced Trustees. Each Trustee will serve until the expiration of their term and until their successor has been appointed and qualified, or until their earlier resignation, removal from office, or death.

(C) Term limit.

Trustees, excluding the Community Founder Trustee Position, may serve a maximum of three consecutive full terms (that is, nine years). After having served any consecutive nine years, a Trustee shall not be eligible for appointment to the Board again until a period of at least 18 months has expired.

Section 3. Selection. Section 3. Selection and Appointment.
(A) Governance priorities. The Board must be composed of Trustees with a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of the Foundation. The Board is committed to promoting diversity and inclusion both in terms of trustee composition and in other aspects of its work. The Board and its Trustees are understood to act as fiduciaries with regard to the Foundation, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty, as described in Sections 617.0830 and 617.0832 of the Florida Not For Profit Corporation Act (the Act). (A) Governance priorities.

(i) The Board shall be composed of Trustees with a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of the Foundation, as determined by the Board. The Board is committed to promoting diversity and inclusion both in terms of trustee composition and in other aspects of its work.

(ii) The Board and its Trustees must act as fiduciaries with regard to the Foundation, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty, as described in Sections 617.0830 and 617.0832 of the Florida Not For Profit Corporation Act (the Act). It is the responsibility of the Board to ensure that the selection of Trustees furthers these governance priorities and complies with the Board’s fiduciary duties.

(iii) All Trustees must resign from any other board, governance, or paid positions at the Foundation and Affiliates for the duration of their terms as Trustees, but may serve Affiliates in informal or advisory capacities.

(B) Governance definitions. "Affiliates," as used in the Bylaws, shall be defined as Chapters, Thematic Organizations, and User Groups in good standing. "Community," as used in the Bylaws, shall be defined by the Board, consistent with the mission statement. "Chapters", “Thematic Organizations”, “User Groups”, and “Partners”, as used in these Bylaws, shall be defined by the Board, consistent with the mission statement, and will function as independent groups or legal entities that operate in coordination with the Foundation to implement the mission statement. Chapters, Thematic Organizations, User Groups, and Partners must have a formal agreement with the Foundation. In no instance will a Chapter, Thematic Organization, User Group, or Partner be an agent of the Foundation. (B) Governance definitions.

(i) "Community," as used in the Bylaws, shall be defined by the Board, consistent with the Foundation’s Statement of Purpose as defined in Article II above.

(ii) "Affiliates", as used in these Bylaws, shall be defined by the Board, consistent with the Foundation’s Statement of Purpose as defined in Article II above, and will function as independent groups or legal entities that operate in coordination with the Foundation to implement the mission statement. Affiliates must have a written agreement with the Foundation. In no instance will an Affiliate be an agent or member of the Wikimedia Foundation.

(C) Community-selected Trustees. Three Trustees will be selected from candidates approved through community voting. This process will be held every three years according to a rotational schedule to fill open Community-selected Trustee seats. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. The Board shall determine who is qualified to vote for community-selected Trustees. The Board will approve candidates who receive the most votes, subject to Article IV, Section 3(A), and other provisions of these Bylaws. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) appoint the candidate receiving the next most votes to fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below. Community-selected Trustees must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. Trustees selected in accordance with this Article 3(C) shall serve three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months. (C) Community-sourced Trustees.

(i) As many as eight (8) Trustees will be sourced from candidates vetted through a community nomination process. This process will be held according to a schedule determined by the Board of Trustees to fill open Community-sourced Trustee seats. Off-cycle vacancies may be filled normally as described in Article IV, Section 6 below.

(ii) The Board of Trustees shall convey its priorities and requirements for members, as set forth in Article IV, Section 3(A) above, and shall determine the dates, rules and regulation of the approval procedures. The Board shall determine who is qualified to participate in the approval process for Community-sourced Trustees.

(iii) The Board will appoint candidates who are nominated through this process, subject to Article IV, Section 3(A), and other provisions of these Bylaws. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (a) not appoint the candidate, (b) declare a vacancy on the Board, and (c) fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below.

(D) Trustees selected by Affiliates. Two Trustees will be selected from candidates approved through a process determined by Affiliates collectively. This process will be held every three years according to a rotational schedule to fill open Trustee seats selected by Affiliates. The process will be conducted according to a procedure approved by a majority of Affiliates collectively and approved by the Board. Amendments to the procedure established to select trustees by Affiliates also must be approved by a majority of the Affiliates collectively and approved by the Board. Trustees selected by Affiliates must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. Trustees selected by Affiliates must meet the requirements of applicable state or federal law for Trusteeship. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) request that the Affiliates collectively select a new candidate whom the Board may appoint to fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below, and with applicable state and federal law. Trustees selected in accordance with this Section 3(D) shall serve three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months.
(E) Board-appointed Trustees. As many as four Trustees may be appointed by the Board to non-community-selected, non-chapter-selected positions, and the term of each such appointment shall not exceed three years. The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Article IV, Section 3(A) and with applicable state and federal law. Board-appointed Trustees must resign from any board, governance, or paid positions at the Foundation, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. The Board may reappoint a Trustee appointed under this Section 3(E) for successive three-year terms and cannot serve for more than three consecutive three-year terms. After serving any nine consecutive years, a Trustee is not eligible for appointment under this provision for a period of 18 months. (D) Board-selected Trustees.

(i) As many as seven (7) Trustees may be sourced, selected and appointed directly by the Board.

(ii) The appointment of Board-selected Trustees shall be conducted consistent with the provisions of Article IV, Section 3(A) and with applicable state and federal law.

(F) Community Founder Trustee Position. The Board may appoint Jimmy Wales as Community Founder Trustee for a three-year term. The Board may reappoint Wales as Community Founder Trustee for successive three-year terms (without a term limit). In the event that Wales is not appointed as Community Founder Trustee, the position will remain vacant, and the Board shall not fill the vacancy. (E) Community Founder Trustee Position.

The Board may appoint Jimmy Wales as Community Founder Trustee for a three-year term. The Board may reappoint Wales as Community Founder Trustee for successive three-year terms (without a term limit). In the event that Wales is not appointed as Community Founder Trustee, the position will remain vacant, and the Board shall not fill the vacancy.

(G) Board Majority. 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.

Amendment to Article V, Section 1 of the Bylaws:

Current text of Article V, Section 1 of the Bylaws

Text highlighted in red is being revised.

Proposed Amendments

Text highlighted in yellow has been revised or added.

The Board of Trustees shall elect from among the Trustees the following officers: a Chair, Vice Chair, and any Board committee chairs. The Board of Trustees shall also appoint the following non-Trustee officer positions: an Executive Director, Secretary, Treasurer, and such other officers as the Board from time to time may appoint. The Board of Trustees shall elect from among the Trustees the following officers: a Chair, Vice Chair, and Board committee chairs. 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.
(A) Chair.

The Chair shall, when present, preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The Chair may sign, with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees.

(A) Chair.

The Chair shall, when present, preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The Chair may sign, with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees.

(B) Vice Chair.

The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair.

(B) Vice Chair.

The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair.

(C) Board Committee Chairs.

Board committee chairs shall perform the duties and have the powers set forth in the charters of the committees of which they are the chair and as determined by the Board from time to time.

(C) Board Committee Chairs.

Board committee chairs shall perform the duties and have the powers set forth in the charters of the committees of which they are the chair and as determined by the Board from time to time.

(d) Executive Director.

The Executive Director, a non-trustee officer position, is the chief executive officer of the Foundation. The Executive Director has charge of the business and affairs of the Foundation, subject to the direction and control of the Board of Trustees, and shall see that the resolutions and directives of the Board of Trustees are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Trustees. The Executive Director may execute on behalf of the Foundation any contracts or other instruments that the Board of Trustees has authorized to be executed through a delegation of authority, which the Executive Director may further delegate in writing.

(D) Chief Executive Officer.

The Chief Executive Officer (CEO) is the chief executive officer of the Foundation. Except where there is a conflict of interest (such as when the Board is discussing the CEO’s performance), they shall attend all Board meetings, including at least part of all executive sessions, and receive all communications and information in the same manner as all members of the Board. They shall have charge of the business and affairs of the Foundation, subject to the direction and control of the Board of Trustees, and shall see that the resolutions and directives of the Board of Trustees are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Trustees. The CEO may execute on behalf of the Foundation any contracts or other instruments that the Board of Trustees has authorized to be executed through a delegation of authority, which the CEO may further delegate in writing.

(e) Secretary.

The Secretary, a non-trustee officer position, shall keep accurate records of all Foundation meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and perform all duties of the office of the Secretary and such other duties as may be assigned by the Chair or the Board of Trustees. The Secretary may delegate certain duties as necessary.

(E) Secretary.

The Secretary shall act as secretary of each meeting of the Board of Trustees. In the absence of the Secretary, the presiding officer of the meeting or the CEO will appoint a secretary of the meeting. In addition, the Secretary shall coordinate with other staff to give notices of all meetings of the Board of Directors, keep minutes of such meetings, maintain corporate records, and in general, perform all duties incident to the office of Secretary and such other duties as the Board may from time to time assign to the Secretary. The Secretary may delegate certain duties as necessary.

(f) Treasurer.

The Treasurer, a non-trustee officer position, shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; review the financial operations of the organization and advise with the Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees. The Treasurer may delegate in writing certain day-to-day duties, as the Treasurer and Board of Trustees deem appropriate.

(F) Treasurer.

The Treasurer shall present to the Board of Trustees an annual budget, as well as such other operating budgets and income estimates as may be requested. The Treasurer shall also present a complete financial report of the Foundation at least annually. The Treasurer shall be available at reasonable times for consultation with the Board Chair and the Chair of the Audit Committee. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; review the financial operations of the organization and advise with the Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees. The Treasurer may delegate in writing certain day-to-day duties, as the Treasurer and Board of Trustees deem appropriate.