Mailing List Archive

It looks like the Board ignored the feedback, and also just decided not to
tell anyone about that until a month and a half after the decision was
finalized. The bylaws changes were implemented on December 9, according to
the resolution text.

Those "loopholes" people mentioned are still there (the change from precise
numbers to "As many as" eight community/affiliate seats, and the bylaws no
longer mentioning community voting), with the addition of at least one new
one. The change from "A majority of the Board Trustee positions, without
counting the Community Founder Trustee position, shall be selected or
appointed from the Affiliates collectively and the community." to "The
Board shall not appoint a new Board-selected trustee if it would cause the
Board-selected Trustees to outnumber the Community- and Affiliate-selected
Trustees." The differences include:
(a) Previously, having an equal number of community/affiliate and appointed
seats was not okay, community/affiliate seats had to outnumber appointed
seats. Now, the bylaws are fine with adding an appointed member even if it
brings their number up to that of the community/affiliate seats, so long as
it doesn't go past that number. (Note that "Board-selected" is a separate
category from the Founder seat.)
(b) The Board is permitted to let community/affiliate terms expire (or
remove members outright), not appoint new ones (remember, "as many as" is
now the text), and then since the appointed seats already outnumber the
community/affiliate seats, the Board is permitted to add new appointed
members anyway ("if it would _cause_ [...] to outnumber", presumably
doesn't apply if they were already outnumbered). At that point, of course,
the remaining Board could just change the bylaws to change the numbers and
make itself entirely self-perpetuating, but it wouldn't even have to.

It does not matter in the slightest how effective the Board is, if it is
not a Wikimedia Board.

I don't know what will happen now, but I think it is quite clear that, if
we make it out of this, we can no longer leave the Board in such a
precarious situation as we had with four of ten members appointed, or with
the legal model being that of self-perpetuation. The Board must be
accountable to the movement, and the Board must not
<https://meta.wikimedia.org/wiki/User:Yair_rand/WMF_membership_proposal>
have the legal ability to take that away.

-- Yair Rand

??????? ??? ??, 21 ????? 2021 ?-12:15 ??? ?María Sefidari?? <?
maria@wikimedia.org??>:?

> Hi everyone,
>
> The Board has discussed and approved some governance improvements 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. Please check the details in the announcement
> published on Meta and on the Diff blog:
>
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/January_2021_-_Approval_of_Bylaws_amendments_and_upcoming_call_for_feedback_about_the_selection_of_new_trustees
>
>
> https://diff.wikimedia.org/2021/01/21/approval-of-bylaws-amendments-and-upcoming-call-for-feedback-about-the-selection-of-new-trustees/
>
> Kind regards,
>
> María
>
> --
>
> María Sefidari Huici
>
> Chair of the Board
>
> Wikimedia Foundation <https://wikimediafoundation.org/>
>
>
>
>
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and
> https://meta.wikimedia.org/wiki/Wikimedia-l
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
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>

Yair, thanks for looking it over carefully.

On Thu, Jan 21, 2021 at 6:35 PM Yair Rand <yyairrand@gmail.com> wrote:

> Those "loopholes" people mentioned are still there, with the addition of
> at least one new one.
>

Hm. Maria, an easier-to-read diff like the one Laurentius made for the
proposal, would be most welcome.

For each of these loopholes, could you be explicit about the intent, and
whether or not the new apparent loophole is desired, or a bug to be fixed?

* "As many as" eight community/affiliate seats -- under what conditions
would there be fewer? Are there conditions where a term might expire or be
vacated without replacement?
* No mention of voting -- just the promise of "a series of options [for]
strong community processes to select representatives". How are these being
developed / is there a long-list of potential options under consideration?
* The change from "majority community-selected" to "at least half
community-selected" - intentional, and if so to what end?
* The loophole where "shall not appoint" still allows the Board to become
minority community-selected - intentional, and if so to what end?

Warmly, SJ

Hi SJ and Yair Rand,

Thanks for your feedback. I have written down your feedback and will bring
this up. You're right, we do want to have Bylaws that are as clear as
possible, but language is a difficult thing. At some point, we may have to
assume good faith.

Best,

--
*Jackie Koerner*

*she/her*
Board Governance Facilitator (English/meta)

On Thu, 21 Jan 2021 at 17:15, María Sefidari <maria@wikimedia.org> wrote:

> Hi everyone,
>
> The Board has discussed and approved some governance improvements 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. Please check the details in the announcement
> published on Meta and on the Diff blog:
>
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/January_2021_-_Approval_of_Bylaws_amendments_and_upcoming_call_for_feedback_about_the_selection_of_new_trustees
>
>
> https://diff.wikimedia.org/2021/01/21/approval-of-bylaws-amendments-and-upcoming-call-for-feedback-about-the-selection-of-new-trustees/
>
> Kind regards,
>
> María
>
>


+450 staff organization. Is perhaps this the point where we consider if the
organisation has outgrown its volenteer base to the extent that its a
problem. The english wikipedia only has 497 active admins.

--
geni

Hello!

The concerns expressed by Yair and SJ can be divided in two main categories:


1.

The process to select and appoint Community- and Affiliate-selected
trustees are not defined in the Bylaws. This is correct. This was a topic
discussed and not resolved during our last community review. We said that
the Board would not make any decision before organizing another community
discussion. This is the call for feedback mentioned in the same
announcement, planned to run between February 1 and March 14. After this
call for feedback, the Board plans to approve the process and start the
renewal of the three overdue seats and the selection of the three new seats.
2.

The newly approved Bylaws allow for a circumstance where Board-selected
trustees can get a majority and take control over the Foundation. Here we
disagree. The intention of the Board is clear: the community- and
affiliate- trustees have one seat more than the directly appointed
trustees, and in addition we have Jimmy Wales’ Founder seat. The changes in
the language just want to accommodate for real-life circumstances causing
seats to become vacant until they are filled again. We don’t want loopholes
either. If someone demonstrates a loophole, Bylaws in hand, we shall review
it.


About SJ’s questions.

> * "As many as" eight community/affiliate seats -- under what conditions
would there be fewer? Are there conditions where a term might expire or be
vacated without replacement?



For example, today we are only five community- affiliate- selected
trustees, and there will be a period of time until the three new seats are
filled. The Bylaws contemplate situations like resignations and removals.
Life happens, and when a seat becomes vacant during a term, it takes time
to appoint a new trustee.



> * No mention of voting -- just the promise of "a series of options [for]
strong community processes to select representatives". How are these being
developed / is there a long-list of potential options under consideration?



As said, we shall decide on community processes only after the upcoming
call for feedback.



> * The change from "majority community-selected" to "at least half
community-selected" - intentional, and if so to what end?



This is for clarity of language and math. Before it said “A majority of the
Board Trustee positions, without counting the Community Founder Trustee
position shall be selected or appointed from the Affiliates collectively
and the community.” Now the same point reads: “The Board shall not appoint
a new Board-selected trustee if it would cause the Board-selected Trustees
to outnumber the Community- and Affiliate-selected Trustees.” The current
text is more specific and directly applicable to the real-life
circumstances mentioned above.

As said, life happens and sometimes seats may be vacant for a while. The
previous text was not clear about what to do in a scenario where
temporarily community- and affiliate- selected trustees are not in majority
over the Board-selected trustees. If that would happen, we would become
automatically out-of-compliance with our Bylaws. The current language is
clear and would allow us to handle a delicate situation without worrying
about compliance.

I hope that helps!

Best regards,
antanana / Nataliia Tymkiv
Vice Chair, Wikimedia Foundation Board of Trustees

*NOTICE: You may have received this message outside of your normal working
hours/days, as I usually can work more as a volunteer during weekend. You
should not feel obligated to answer it during your days off. Thank you in
advance!*



On Fri, Jan 22, 2021 at 3:55 AM Samuel Klein <meta.sj@gmail.com> wrote:

> Yair, thanks for looking it over carefully.
>
> On Thu, Jan 21, 2021 at 6:35 PM Yair Rand <yyairrand@gmail.com> wrote:
>
>> Those "loopholes" people mentioned are still there, with the addition of
>> at least one new one.
>>
>
> Hm. Maria, an easier-to-read diff like the one Laurentius made for the
> proposal, would be most welcome.
>
> For each of these loopholes, could you be explicit about the intent, and
> whether or not the new apparent loophole is desired, or a bug to be fixed?
>
> * "As many as" eight community/affiliate seats -- under what conditions
> would there be fewer? Are there conditions where a term might expire or be
> vacated without replacement?
> * No mention of voting -- just the promise of "a series of options [for]
> strong community processes to select representatives". How are these being
> developed / is there a long-list of potential options under consideration?
> * The change from "majority community-selected" to "at least half
> community-selected" - intentional, and if so to what end?
> * The loophole where "shall not appoint" still allows the Board to become
> minority community-selected - intentional, and if so to what end?
>
> Warmly, SJ
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and
> https://meta.wikimedia.org/wiki/Wikimedia-l
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>

@Nataliia: The change to what is now Article IV Section 3(F) is not merely
making things more specific, it is a numerically different outcome. Had
that change not been implemented, the current Board (with five
community-/affiliate-selected and four Board-selected members) would not be
allowed to appoint a fifth Board-selected member before a sixth
community-/affiliate-selected member was added. Now, the Board is permitted
to immediately add another appointed member, resulting in five of each,
ending the community majority. While doing so would violate previous
critical Board commitments, these commitments are no longer enforced by the
bylaws. The new restriction appears to only apply when the
(pre-appointment) number of community-/affiliate-selected members and
Board-selected members are exactly equal.

@SJ: I tried to put together a three-way diff between the old text, the
October proposal, and the final text at
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes/Three-way_diff
. (Turned out to be not quite as readable as I hoped, unfortunately. Also,
no summary. Still, might be helpful to some.)

-- Yair Rand

??????? ???, 23 ????? 2021 ?-4:40 ??? ?Nataliia Tymkiv?? <?
ntymkiv@wikimedia.org??>:?

> Hello!
>
> The concerns expressed by Yair and SJ can be divided in two main
> categories:
>
>
> 1.
>
> The process to select and appoint Community- and Affiliate-selected
> trustees are not defined in the Bylaws. This is correct. This was a topic
> discussed and not resolved during our last community review. We said that
> the Board would not make any decision before organizing another community
> discussion. This is the call for feedback mentioned in the same
> announcement, planned to run between February 1 and March 14. After this
> call for feedback, the Board plans to approve the process and start the
> renewal of the three overdue seats and the selection of the three new seats.
> 2.
>
> The newly approved Bylaws allow for a circumstance where
> Board-selected trustees can get a majority and take control over the
> Foundation. Here we disagree. The intention of the Board is clear: the
> community- and affiliate- trustees have one seat more than the directly
> appointed trustees, and in addition we have Jimmy Wales’ Founder seat. The
> changes in the language just want to accommodate for real-life
> circumstances causing seats to become vacant until they are filled again.
> We don’t want loopholes either. If someone demonstrates a loophole, Bylaws
> in hand, we shall review it.
>
>
> About SJ’s questions.
>
> > * "As many as" eight community/affiliate seats -- under what conditions
> would there be fewer? Are there conditions where a term might expire or be
> vacated without replacement?
>
>
>
> For example, today we are only five community- affiliate- selected
> trustees, and there will be a period of time until the three new seats are
> filled. The Bylaws contemplate situations like resignations and removals.
> Life happens, and when a seat becomes vacant during a term, it takes time
> to appoint a new trustee.
>
>
>
> > * No mention of voting -- just the promise of "a series of options [for]
> strong community processes to select representatives". How are these being
> developed / is there a long-list of potential options under consideration?
>
>
>
> As said, we shall decide on community processes only after the upcoming
> call for feedback.
>
>
>
> > * The change from "majority community-selected" to "at least half
> community-selected" - intentional, and if so to what end?
>
>
>
> This is for clarity of language and math. Before it said “A majority of
> the Board Trustee positions, without counting the Community Founder Trustee
> position shall be selected or appointed from the Affiliates collectively
> and the community.” Now the same point reads: “The Board shall not appoint
> a new Board-selected trustee if it would cause the Board-selected Trustees
> to outnumber the Community- and Affiliate-selected Trustees.” The current
> text is more specific and directly applicable to the real-life
> circumstances mentioned above.
>
> As said, life happens and sometimes seats may be vacant for a while. The
> previous text was not clear about what to do in a scenario where
> temporarily community- and affiliate- selected trustees are not in majority
> over the Board-selected trustees. If that would happen, we would become
> automatically out-of-compliance with our Bylaws. The current language is
> clear and would allow us to handle a delicate situation without worrying
> about compliance.
>
> I hope that helps!
>
> Best regards,
> antanana / Nataliia Tymkiv
> Vice Chair, Wikimedia Foundation Board of Trustees
>
> *NOTICE: You may have received this message outside of your normal working
> hours/days, as I usually can work more as a volunteer during weekend. You
> should not feel obligated to answer it during your days off. Thank you in
> advance!*
>
>
>
> On Fri, Jan 22, 2021 at 3:55 AM Samuel Klein <meta.sj@gmail.com> wrote:
>
>> Yair, thanks for looking it over carefully.
>>
>> On Thu, Jan 21, 2021 at 6:35 PM Yair Rand <yyairrand@gmail.com> wrote:
>>
>>> Those "loopholes" people mentioned are still there, with the addition of
>>> at least one new one.
>>>
>>
>> Hm. Maria, an easier-to-read diff like the one Laurentius made for the
>> proposal, would be most welcome.
>>
>> For each of these loopholes, could you be explicit about the intent, and
>> whether or not the new apparent loophole is desired, or a bug to be fixed?
>>
>> * "As many as" eight community/affiliate seats -- under what conditions
>> would there be fewer? Are there conditions where a term might expire or be
>> vacated without replacement?
>> * No mention of voting -- just the promise of "a series of options [for]
>> strong community processes to select representatives". How are these being
>> developed / is there a long-list of potential options under consideration?
>> * The change from "majority community-selected" to "at least half
>> community-selected" - intentional, and if so to what end?
>> * The loophole where "shall not appoint" still allows the Board to become
>> minority community-selected - intentional, and if so to what end?
>>
>> Warmly, SJ
>> _______________________________________________
>> Wikimedia-l mailing list, guidelines at:
>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and
>> https://meta.wikimedia.org/wiki/Wikimedia-l
>> New messages to: Wikimedia-l@lists.wikimedia.org
>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>>
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and
> https://meta.wikimedia.org/wiki/Wikimedia-l
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>