Wikimedia Foundation Board noticeboard/October 2020 - Call for feedback about Bylaws changes and Board candidate rubric

Dear all,

Today the Wikimedia Foundation Board of Trustees starts two calls for feedback: on changes to our Bylaws mainly to increase the Board size from 10 to 16 members, and on a trustee candidate rubric to introduce new, more effective ways to evaluate new board candidates. These proposals are part of the governance improvement process announced on 28 April.

The Foundation’s work is wide-ranging, focused on areas including product development, technical infrastructure maintenance, community support, grantmaking, public policy advocacy, and fundraising. In addition, the Foundation is charged with administering the operations of an international nonprofit organization responsible for a more than 500-person paid workforce and an annual budget of over US$100 million. Its ambitious mission is to support the sharing of knowledge amongst every single human being in partnership with Wikimedia communities across the globe.

To provide sufficient strategic guidance and oversight over such a broad scope of work and constituents, Board members should reflect a similarly broad scope of expertise, experience, and backgrounds. Expanding the number of board seats from 10 to 16 will move us closer to this goal, supported by a Board candidate rubric that will help us all evaluate potential trustees and ensure that they can provide what the Board, Foundation, and movement need. The Foundation will work with the broader movement to formalize this rubric. Currently, trustees have to serve on more than one Board committee (as voting members, alternates or liaisons). This overlap is a significant burden, as it limits the amount of work that can be done—and the volunteer trustees are overworked.

Bylaws revisions

We have published the planned revisions to the bylaws on Meta-Wiki and we welcome your comments through 26 October. The Board has carefully considered the published revisions and we believe that they are a positive step toward accomplishing our governance reform goals. We are publishing these so that they are transparent to the communities before the Board’s final vote to adopt the revisions, and we will be responding to questions about the revisions on the talk page. We shall consider any suggested edits that would further the Board’s governance needs and goals.

The revised Bylaws would maintain the current general structure of trustee seats, with half (8 of 16) sourced from candidates identified through community selection processes, one reserved for Jimmy as Founder, and the rest (7 of 16) selected by the Board directly. The revisions would eliminate the distinction between trustees selected by affiliates and trustees selected by community voting. This offers more flexibility for adjusting community selection processes if necessary, while also not requiring any particular process changes. We hope to discuss possible changes with our communities in early 2021.

Board candidate evaluation form

In addition to expanding in size, the Board is considering ways to improve our overall process for selecting trustees. The Board Governance Committee (BGC) has drafted a Board candidate rubric as a tool to show and help evaluate the relevant effective candidates for the Board. The rubric is still a draft, and we want to hear what all of you think is missing, overrepresented, underrepresented, confusing, or could otherwise be improved. The goal of the rubric is not only to aid us in evaluating potential trustees but also to clearly and openly communicate how we are evaluating candidates. We welcome your input through 26 October.

Impact on postponed trustee selection process

Following development of the rubric, we will work to further improve the selection of Board candidates by adapting the community-sourced trustee selection processes to fill 8 seats instead of 5. Any changes to current selection processes will be preceded by the necessary discussions with affected communities. We plan to start this discussion in early 2021. Once the new process is developed, it will be used to select all community-sourced trustees going forward.

I recognize that delays and slow progress can be frustrating and even confusing. I don’t think anyone—community, Board, or staff—is completely satisfied with the situation we currently find ourselves in. Like everyone else, we are doing our best to respond to the challenges of 2020. There are many pressing demands competing for everyone’s time and attention. We are faced with the difficult tasks of balancing goals and priorities and judiciously allocating the resources we have available to work on them. We remain committed to holding the community trustee selection process in the Foundation’s 2020-21 fiscal year (July through June). That process is much more labour-intensive than many may realize, taking months of planning, preparation, and execution. For the community trustee selection process to be successful, it requires not only resources to plan but also the ability for as wide a range of diverse candidates and community voters as possible to participate. We postponed the process in part because we were not sure that it would have that necessary participation if it had happened at the originally scheduled time. We appreciate everyone’s patience and understanding as we do our best to move this work forward in a way that is mindful of both the desire to move quickly and our responsibility to achieve the best possible outcomes.

Thanks in advance to everyone who takes the time to participate constructively in these conversations.

Best regards,

antanana / Nataliia Tymkiv

Vice Chair, Wikimedia Foundation Board of Trustees