News and notes
Board of Trustees propose bylaw amendments
The Board of Trustees is the "ultimate corporate authority" of the Wikimedia Foundation and the level at which the strategic decisions regarding the Wikimedia movement are made. This May saw through the 2015 Wikimedia Foundation elections, the biennial community process which elects the members of the Funds Dissemination Committee (including its ombudsman) as well as the three community appointees on the Board of Trustees itself. With this year's election cycle now firmly concluded the Board is now in an ideal position to tender changes to its structure ahead of the next one—something it has now done with the presentation of proposed changes to the Wikimedia Foundation's legally binding bylaws. A discussion about the need to do so was being conducted at the Board level as far back as November 2014; following a February trustees meeting a community consultation was organized, receiving over 200K bytes of community feedback (see also Signpost coverage at the time). The changes being proposed now, six months later, are the result of that feedback and of further institutional rumination by the members of the current Board.
The Wikimedia Foundation was legally incorporated just over 12 years ago, on 20 June 2003. The organization's bylaws were first issued that year, with heavy revisions coming in 2006. The current structure of the Board—ten members, three elected from the community, two elected from the chapters, four elected by the trustees themselves for expertise and one founder's seat—came about as a result of a restructuring in 2008. More minor changes have been made from time to time, with two having occurred since the Board began publicizing these changes in 2013: a vacancy amendment tendered in 2013 and a January 2014 amendment extending voting privileges for the three affiliate-selected seats from "chapters" to "chapters and thematic organizations" (which never really has taken off—Amical Wikimedia remains the only so-called "thorg"). The composition of the Board has nonetheless remained more or less the same in the seven intervening years: three members who were on the Board at the time—now-chair Jan-Bart de Vreede, former treasurer Stu West, and founder Jimbo Wales—are even still there now.
The proposed changes touch upon two themes of definitional importance in the movement today. The first is one of diversity: as the original proposal stated, "Our two different community [election] processes draw from similar pools of candidates, and our searches for appointees have identified few people outside of the US and Europe." Some members of the community have raised concern over this in the follow-up to this years' election, pointing out that despite the publication of a pair of letters calling for diversity in candidacy, the end result was the election of a Board that will become predominantly white and, with current trustees Phoebe Ayers and Maria Sefidari now outgoing, mostly male. The second has to do with chapter representation. Because chapter members get to vote as a part of their chapter (in the chapter elections) and then again as members of the community (in the public community elections), under the current schema they are essentially provided a double voting opportunity; nor is there strong evidence that this complexity-inducing bifurcation in voting rights results in the election of trustees distinguishably different from the ones that would otherwise be elected by the community anyway.
Speaking of the goals of its oncoming reorganization process, back in March the Board had to say:
- What we want to achieve
- A continuous process of looking for potential trustees
- Diversity (gender, geography, expertise, background, different Wikimedia experiences)
- Finding talent inside and outside our communities
- Providing governance experience and training to potential candidates in our movement
- Providing lower overhead ways to contribute to WMF governance and advise strategic decisions
- Limiting bureaucracy and/or staff involvement
- Flexible Board composition: e.g., allowing for an extra 1-2 Trustees in some years
- What it could look like
- More flexibility in the number of Board members
- Instead of having an absolute, non-variable number of Board members (currently 3 elected, 2 affiliate selected, 4 appointed, 1 founder), we could change to a more flexible model. For example, we could allow a minimum and a maximum of community-based and external seats, permitting us to add additional seats proportionately depending on the present needs of the Board.
- A standing pool of nominees
- To increase diversity of candidates we could start moving towards input from a nominating committee or more active self nominations to create a pool of qualified candidates. This pool could be the base for a selection by the Board or a mixture of selection by the Board and election by the community.
- Merge community and affiliation seats
- Chapters, thematic organizations and user groups are part of the community. While chapters and thematic organizations have an exclusive right to select 2 members of the Board, they can also participate in the community selection of another 3 members. To level this artificial separation it could be helpful to combine both processes.
The text and effect of the changes is presented in full detail on the proposal's meta-wiki page. So far the changes focus on changes related to the proposal's subtitle: "Term Limits". All board terms will now be for three years, though this will not be fully implemented until the 2017 community elections. A six year non-consecutive term limit has been set, with an exception carved out for the founder's seat occupied by Jimbo Wales; Stu West and Jan-Bart de Vreede, who both violate this limit, have both already indicated that their current term (ending in December 2015) will be their last. A technical exception will be made for current trustee Alice Wiegand, who is to satisfy the six-year limit by serving three consecutive two-year terms (her current second term also ends December 2015, and will be renewed). Additionally the terms of service will now be staggered, with elections cycling across all three of the years of a trustee's service: one community-elected seat and two appointed seats one year, two affiliate seats and one appointed seat the next year, and two community-elected seats and one one more board appointment in the last.
Some illuminating comments from the discussion associated with the announcement:
|To be clear, this is separate discussion from both the challenges of diversity and the number of seats for specific purposes. This is simply a proposed change on term limits because we want to implement those and it has been on the Agenda of the Governance Committee for quite a while. —Jan-Bart de Vreede
|I do not know where the rationale is written, but this has been discussed for a long time. The main reason for reform is that 2-year appointments are unusual in the nonprofit sector and it would be expected that if the WMF had a stable board, then the appointments should be longer. A major challenge to this idea could be to say that the WMF does not have a stable board. Already the organization has very unusual appointment process through election by organization members, and that is a strong indication that instability should be the norm.
Assuming that the elections are a path to good board appointments, then considering this is a volunteer board and historically has been filled by people without financial means that are commensurate with the responsibility of being on this board, then giving them more time could be a way to increase the chance that they will grow into the position to be effective. Consider any organization which you feel is comparable to Wikipedia, and consider how that organization's board is managed. It will be very different, and this board is very unusual.
This board is unusual because of the legacy of unusual circumstances under which it was convened. One of those unusual circumstances was the creation of a founder seat. Wikipedia could have been a one-person project, but then there were concessions granted to the community that there should be several board officers and a lot of instability, then more board officers and more instability, and now there is a trending demand to make this board and WMF governance more like a comparable organization. A problem with this scheme is that it is very difficult to compare the required strange parts of WMF's governance (founder's seat, community elections, chapter seat system) to that of any other organization. —Lane Rasberry
- Audit subcommittee looking for members: The Audit Committee of the Board of Trustees is looking for community members with financial and accountancy literacy willing to volunteer as members of the Board's audit subcommittee. Members serve on the committee for a one year period, from July 2015 through July 2016. According to the announcement on the wikimedia-l mailing list, "An audit of the past year's financials is carried out August-September, the WMF files its U.S. tax return in April, and publishes its annual plan in June. Time commitment is roughly 20 hours over the course of the year." Interested parties should e-mail Sj.