Approval of Bylaws amendments and upcoming call for feedback about the selection of new trustees

The Board has discussed and approved some improvements to the Board’s governance structure and processes, in two recent meetings on December 9 and January 8. As the governing body for the Wikimedia Foundation, we want to improve our capacity, performance, and representation of the movement’s diversity. We have amended the Bylaws in support of that goal.

The new Bylaws incorporate these main changes:

  • Increase of the Board size to a maximum of 16 trustees (it was 10). The trustee role is volunteer, unpaid. The Board thinks that more trustees are needed to adequately cover the many areas of expertise required to steer the Wikimedia Foundation, a +450 staff organization supporting an international movement formed by hundreds of projects, communities, and affiliates. 
  • Combining community- and affiliate-selected trustees into one category. Rather than a specified number of community-selected and a specified number of affiliate-selected seats, the Board has determined that 8 seats on the 16-seat Board shall be “community-and-affiliate-selected” seats. These processes are not defined in the Bylaws, and we will discuss them separately. The Board appoints up to seven seats directly. The status of Jimmy Wales as Community Founder Trustee remains unchanged. We have not used the term “community-sourced” that we initially proposed and instead now call these “community-and-affiliate-selected” seats. 
  • Maintaining a balance between community/affiliate-selected seats and Board-selected seats. The Board has added a safeguard to ensure that a Board-appointed seat cannot be added if it would mean outnumbering the “community-and-affiliate-selected” seats. The Board is committed to ensuring strong community representation.

Other changes refer to the terms and renewals of trustees, the resignation of other staff and governance roles before joining the Board, and the creation of an optional second Vice-Chair role. We have clarified the Bylaws language in topics like the fiduciary duty of trustees, the CEO’s role in meetings, the Treasurer’s duties, and the wording around the legal requirement that the Board make final appointments to the Board, including where there is a community/affiliate process to nominate candidates.

The Bylaws page on Foundation Wiki has been updated to include these revisions (check the diff).

The Trustee Evaluation Form to aid in evaluating Board candidates, initially presented as “Candidate rubric”, has been approved by the Board.

We are organizing a multilingual call for feedback to discuss the processes to select trustees from the community. The Board will put forward a series of options for consideration and discussion, each one intended to meet the goal of strong community processes to select representatives, and a goal of improved skills, qualifications, and diversity in the candidates that are ultimately appointed. This call will start on February 1 and will run until March 14. The Foundation is preparing a team of facilitators to ensure broad awareness, participation, and representation across the movement.

The results of this call for feedback will inform the Board’s decision about these processes, expected to come in March-April. The Board will meet to review and approve a final selection pathway. After the pathway is approved, we plan to start the process to renew the three overdue community trustee seats and appoint the three new ones.

Originally published on Meta, January 21, 2021