Updates from Wikimedia Foundation Board

Dear all,

I would like to share with you some updates on Wikimedia Foundation Board governance, concerning board composition, annual planning, and more.

The past few weeks and months have been difficult for many of us as COVID-19 changes our schedules and lives, but we are being really true to the vision of “the world in which every single human being can freely share in the sum of all knowledge”—on the whole the visits to Wikimedia projects have increased by more than 30% over the past month. It is impressive that the volunteer communities continue to produce the information that informs everyone through graphs and data seen by millions and careful synthesis of the medical and administrative facts. Wikimedia volunteers’ work is present in top stories on the novel coronavirus. We volunteers do this despite the need to tend to home chores, take care of kids and the elderly, probably feeling depressed or fearing for our jobs, economy, health and the lives of relatives and friends all over the world.

In these circumstances, it may seem odd to be hearing about board governance updates, but those are still important, for the long-term thriving of our movement. I joined the Board because I wanted to explore ways of improving understanding between the Foundation and the communities, and to help the trustees provide what was needed to our communities. No Board will ever do this perfectly, and I know, as do we all, that there have been occasions in the long years of the movement on which the Board had not supported the Foundation and communities in the ways we all hoped and needed. We as Board members want to play our part in building a Wikimedia that will sustain our mission far into the future. Please forgive the length of this message—it is a lot of things to share in one letter.

Designing a better Board for Wikimedia

One of the most significant initiatives the Board worked on collectively over the last year was to run an official Board governance review. In large part this review was a response to direct requests for clarification from the community over several years. I will explain a few of the recommendations that came from this review, and the changes we are making based on these recommendations.

In early 2019, the Foundation Board Chair and Executive Director commissioned Board Veritas (named Taylor Strategic Partnerships at the time) to review how the Board might more effectively support the goals of the Wikimedia Foundation and the Wikimedia movement. Board Veritas was chosen because of their expertise in the governance of U.S. nonprofits with global operations and internationally diverse boards, as well as their background in developing strategic comparisons with other not-for-profit boards.

The resulting recommendations centered on increasing the Board’s effectiveness in fulfilling its governance responsibilities, including improving the process for selecting Board members; developing greater clarity around Board roles, responsibilities and accountabilities; better leveraging the talents and skills of trustees in service to the Foundation’s mission and strategic goals; improving trust and interactions between the Board, the ED/CEO, and staff; and strengthening strategy and program oversight.

The Board began taking steps to respond to the recommendations right away, at a special meeting in July 2019. At that meeting, we lengthened the terms of Board officer and committee chair positions from one year to three years, and we tasked the Board Governance Committee with the preparation of proposals for how to implement additional changes.

We will have more to share in the near future when the Board will be engaging broadly on the outcomes, but the first big planned change is 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. The majority of the Board and I feel that this overall growth is necessary for us to increase our capacity to meet the governance needs of the Foundation—and better reflect the growing and diverse communities we serve with the increased number of voices from community sources.

Community-selected Board seats

The voting process to select nominees for three Community-selected Board seats was intended to open candidate submissions soon. In normal circumstances this selection process occurs every three years and would run this month. However, we feel that the widespread global impact from the ongoing COVID-19 pandemic and the resulting strain on resources make it unwise and unreasonable to continue the voting process on its planned timeline:

The selection process requires extensive effort from community members (to read proposals, ask questions, be engaged and informed, and of course vote); candidates (to write statements and engage with community questions); the Elections Committee (to run the process, including responding to questions and engaging across languages); Foundation staff (to support the Elections Committee in running the process and coordinating the work across all stakeholders); and the Board (to make high-level decisions and follow the process, also across languages). Given the public health crisis and the many extraordinary demands on every person’s time and attention, we believe we can not expect or require the level of sustained effort and engagement needed to hold a successful trustee selection.

We do not want to delay the trustee selection process any longer than we have to, and we will continue to evaluate whether it is appropriate to proceed based on the best information available to us. It takes time to plan and run the selection, so once the postponed process can resume we will still need to work out the best timing for it. It does not currently seem likely that the process will resume before August 2020, but we are committed to completing it before the end of June 2021.

In order to ensure sustained community representation on the Board, we are extending the terms of the three community-selected trustees currently occupying those seats (María, Dariusz, and James) for up to a year until we are all ready to run the postponed process. I would like to thank them for their service to our communities and dedication to our shared mission.

Note: The selection process is mandated by the Bylaws to happen every three years according to a schedule and process set by the Board of Trustees. The process last occurred in 2017, so if we determine that it is best to postpone the process past 2020, this will require a modification of the Bylaws. The necessary modification of the Bylaws will be part of forthcoming recommendations as we learn more about when we can all dedicate the necessary time to the selection process.

Wikimedia Foundation Annual Plan timeline

The Wikimedia Foundation Annual Plan would normally be completed in April and posted for your feedback in May. This year, the Board has provisionally approved an extended and revised timeline for annual planning in order for us to remain sensitive to global economic conditions and revenue projections.

We are also adjusting the timelines and expectations for our affiliates during this time. Our affiliates and user groups hold a lot of in-person events and are transitioning some of their work online and having to postpone or cancel some events entirely. We are all having to rethink the next year and recognize that the adjustment is going to take time. This pandemic is a changing situation and will affect parts of the globe differently over time. We need to remain flexible during this time of uncertainty.

There will be future updates on annual plan progress from the Foundation, but we wanted to let you know as soon as we could that the usual timelines are postponed.

Board meeting minutes & resolutions

Some of you have asked for minutes and resolutions from our recent meetings, as we are behind in publishing these notes. I apologize that we fell behind in this; once we were behind, it became harder to catch up, and we have only now been able to read and approve them all. The minutes were posted and you will find them on the Wikimedia Foundation Governance Wiki. I shall update on this thread when they are all up.

Voting online to approve the minutes is not always possible, so we are approving them during our meetings. The timeline of the expected publishing of the minutes was too ambitious, and this would need to change. Amanda Keton, our General Counsel and Secretary of the Board, will see to adopting the practices needed and having support in place to help us review more quickly.

To recap

• In early 2019, the Foundation Board Chair and Executive Director hired
  Board Veritas to conduct a Board Governance Review, and we are sharing the
  resulting recommendations.
• We are planning to expand 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. This change will require changing the Bylaws, especially regarding the selection pathway for the additional seats. We plan to present the Board’s vision and hold a community discussion as part of the process for the Bylaws change.

• We are postponing the trustee selection process by up to a year because of the ongoing COVID-19 pandemic by up to a year, the resulting strain on resources, and the added burden to our communities. And we shall be modifying the Bylaws to allow for this revised timeline in the selection process, if needed.
• We are approving an extended timeline for the Wikimedia Foundation Annual Plan.
• And we are posting the remaining backlog of trustee meeting minutes and resolutions. After they are all up, I shall update on this thread.

As these are a lot of topics to talk about, please post your
thoughts/comments on the talk page of my message on Meta. It would be easier to have a structured discussion there, rather than dozens of emails in this thread. Depending on interest and our shared situation we might hold a video “town hall” to discuss more details of some of these plans with you all.

Also we are currently working on an update to our 2016 statement on community culture in order to reinforce our commitment to safety on our projects. We look forward to sharing it with you in May.

Please take care of yourselves.

Best regards,
antanana / Nataliia Tymkiv

Originally published by Nataliia Tymkiv to wikimedia-l on 28 April