Wikimedia Foundation bylaws/December 2018 - Affiliate-selected trustees, term limits, and diversity

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This is a proposed amendment to the Wikimedia Foundation Bylaws, under discussion in December 2018. It has been approved for community discussion by the Wikimedia Foundation Board of Trustees.

The Wikimedia Foundation Board of Trustees is considering the below resolution to amend the Wikimedia Foundation Bylaws. The Board has posted the proposed changes here for discussion prior to its vote on them during its meeting scheduled for January 23, 2019. As is usual in such cases, two weeks are provided for community comment, from December 7 to December 21.

By making the below changes to the Bylaws, the Board intends to achieve three goals:


1. Include User Groups in the trustee selection process

Though User Groups have existed as a model of affiliation within the Wikimedia movement for a number of years, they have not been included together with Chapters and Thematic Organizations as participants in selecting Wikimedia Foundation trustees. There are now over 100 recognized User Groups, many of which represent emerging communities within the Wikimedia movement. The Board believes that the perspectives of User Groups combined with those of Chapters and Thematic Organizations will lead to the selection of the best trustee candidates.

The Board acknowledges that the ongoing Wikimedia movement strategy process may result in changes to many aspects of the Wikimedia movement, including the structure of movement affiliates. As a result, any changes we make now to the Foundation Bylaws regarding the role of affiliates in the trustee selection process may need to be modified again in the future, in turn requiring additional amendments to the Bylaws. However, the Board did not want to delay providing User Groups with a voice in the upcoming 2019 trustee selection process.


2. Raise term limits for trustees from two to three consecutive terms

Term limits for trustees were added to the Bylaws in 2015. At the time, there was a desire on the Board to bring in new voices and specific skill-sets needed for the growth and development of Wikimedia projects. The changes made at that time have resulted in some notable successes in that regard. The Board remains committed to seeking out new voices, and providing the community with ample opportunities to promote such voices as candidates for the Board.

As the Wikimedia movement and the Wikimedia Foundation think forward further to the future, the Board will need to oversee the Foundation in setting, following through on, and achieving longer-term goals. The Board believes it will be better able to fulfill its role if it allows for the potential of a longer time on the Board for individual trustees who bring essential expertise and insight to the Board. The possibility of serving one additional term on the Board also reduces the amount of time the Board and Foundation staff spend on trustee recruitment and onboarding. Raising the maximum number of consecutive terms a trustee may serve from two to three terms achieves these goals, and is also consistent with the practice of many other boards. Raising the maximum number of terms that can be served consecutively does not change the fact that the community, including affiliates, will continue to be able to determine every three years whether or not to re-elect currently serving trustees or whether to elect new candidates—just as is the case now.


3. Reaffirm the Board’s commitment to diversity

The Wikimedia movement is global, built on a vision of reaching every single human being and working toward a strategic goal of knowledge equity for all. The Board believes that it can best serve the Wikimedia Foundation and the movement by reflecting a wide range of human experiences. The Board wants to underscore and codify this belief in the Bylaws by adding express language affirming its commitment to diversity and inclusion of all voices, throughout our communities—new, older and emerging.

Draft resolution and updated Bylaws[edit]

Resolution[edit]

Whereas the Board of Trustees of the Wikimedia Foundation created User Groups as an affiliation model on March 31, 2012; and

Whereas since that time, Wikimedia User Groups have proliferated and constitute a diverse and essential element of the Wikimedia movement; and

Whereas the Board would value the input of User Groups, alongside Chapters and Thematic Organizations, in selecting trustees; and

Whereas the Board resolved on July 15, 2015 to amend Article IV, Section 3(C) (D) and (E) of the Foundation’s Bylaws to institute a term limit of two consecutive terms (a total of six consecutive years) for community-selected trustees, trustees selected by Chapters and Thematic Organizations, and Board-appointed trustees; and

Whereas the Board has determined that allowing for up to a maximum of three consecutive terms for trustees would be beneficial to the Foundation’s long-term goals and strategic planning and the effectiveness of the oversight function performed by the Board; and

Whereas the Board is committed to striving for diversity in recruiting and appointing trustees and in other aspects of its work;

Now, therefore, it is:

RESOLVED that the Bylaws are amended as set forth below.

Article IV, Section 3 of the Bylaws is amended to read as follows:

Text of amended Bylaws to go here.

References

Bylaws[edit]

Current text of Article IV, Section 3

Text highlighted in red is being revised.

Proposed Amendments

Text highlighted in yellow has been revised or added.

(A) Governance priorities. The Board must be composed of Trustees with a diverse set of talents, experience, and competencies that will best fulfill the mission and needs of the Foundation. 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. 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).
(B) Governance definitions. "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. "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.
(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 two consecutive three-year terms. After serving any six consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months. (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.
(D) Trustees selected by Chapters and Thematic Organizations. Two Trustees will be selected from candidates approved through a process determined by Chapters and Thematic Organizations collectively. This process will be held every three years according to a rotational schedule to fill open Trustee seats selected by Chapters and Thematic Organizations. The process will be conducted according to a procedure approved by a majority of Chapters and Thematic Organizations collectively and approved by the Board. Amendments to the procedure established to select trustees by Chapters and Thematic Organizations also must be approved by a majority of the Chapters and Thematic Organizations collectively and approved by the Board. Trustees selected by Chapters and Thematic Organizations 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 Chapters and Thematic Organizations 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 Chapters and Thematic Organizations 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 two consecutive three-year terms. After serving any six consecutive years, a Trustee is not eligible for selection under this provision for a period of 18 months. (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 two consecutive three-year terms. After serving any six consecutive years, a Trustee is not eligible for appointment 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.

FAQ[edit]

Q. What process will Chapters, Thematic Organizations, and User Groups use to select trustees?

A. As Chapters and Thematic Organizations have done in the past, the affiliates will work together to design a system that the majority of them approve. The Foundation Bylaws state that the process for selecting trustees will be determined by the affiliates themselves, with approval from the Board. The Board encourages the affiliates to strive for simplicity in the system, to reduce the burden for individual affiliates to participate. Foundation staff are available to advise and support this process if requested.


Q. How will the selection process account for the dramatic increase in participating affiliates?

A. Including additional perspectives from across the Wikimedia movement requires involving more people and organizations. Incorporating User Groups into the selection process more than triples the number of affiliates who are selecting trustees: there are currently over 100 User Groups but fewer than 40 total Chapters and Thematic Organizations. In designing the selection process, the affiliates will need to consider how this change may affect the dynamics involved in finding, vetting, and selecting Board candidates, compared to previous selection rounds. Again, Foundation staff are available to advise and support the design of the selection process.


Q. Which groups are eligible to participate?

A. The process should include all recognized affiliates in good standing. Chapters, Thematic Organizations, and User Groups must have a current affiliation agreement, and be up-to-date on their reporting by the voting deadline.


Q. Why make these changes now?

A. The timing of these changes is driven by the upcoming 2019 affiliate-selected trustee selection process. There have been two rounds of affiliate selection of Board seats (2014 and 2016) since User Groups were created as an affiliation model. In that time, User Groups have become an integral part of the Wikimedia movement. The Board did not want there to be another round of the selection process without the inclusion of User Groups. The other two changes are less time-sensitive, but are included at this time for the sake of efficiency of discussion.


Q. Why not make other, potentially more significant changes to the trustee selection processes?

A. The Board is mindful of (and participating in) the discussions that are happening as part of the movement strategy process. The intention here is to make the minimal changes to the Bylaws needed to include User Groups in the next trustee selection process. The Board is open to considering additional changes to how trustees are selected, but those changes should wait until they can be responsive to the recommendations that come out of the movement strategy process. Making these proposed changes now does not preclude additional changes in the future.


Q. Imposing term limits of two consecutive terms (6 years) was intended to avoid the entrenchment of individual trustees for, many years, and to open the process and Board up to new voices. By now allowing up to 9 years of service, aren’t you risking entrenchment?

A. Three year terms and either no term limit or a limit of three or more terms are both common practices among nonprofit organizations in the United States.[1] Moreover, a three-term limit still protects against entrenchment. Additionally, the Board (and community, with regards to trustees selected by the community) retains the ability to not renew terms after the first or second term, if appropriate, to ensure openness and avoid entrenchment.

The goal of this change is to provide an opportunity to serve a third term to help with continuity and preserve institutional memory. Since the Board instituted term limits, it has had significant turnover, posing significant challenges in recruiting and retention of institutional memory. In this context, there is value in allowing members to serve a third term since they have spent time learning about the significant and complex work in the Wikimedia movement. The Board's three-year terms partially address the need for continuity, but limiting members to two terms is too restrictive in our context. Allowing for the possibility of a third term gives the Board another tool for addressing the cost of trustee turnover, particularly when multiple trustees might leave the Board at the same time due to having reached their term limits.