Re: [Wikimedia-l] Call for feedback about Wikimedia Foundation Bylaws changes and Board candidate rubric

[Yair Rand]

I am alarmed.

While the page on Meta page on the bylaws changes highlights only
additions, a direct comparison with the current bylaws shows some
significant deletions. Some issues:
* The line "(G) Board Majority. 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." has been
simply deleted, with no replacement or equivalent. (This is unmentioned in
the summary.) This would allow the board to be entirely self-perpetuating.
This is made even more problematic with the change from
elections/nominations being "every three years" to "according to a schedule
determined by the Board of Trustees", and also the change from specifying a
precise number of community seats towards having just a maximum of "As many
as eight (8) Trustees...". The Board appears to be under no obligation to
continue having community-sourced seats at all, under the proposed bylaws.
* All mention of community voting has been eliminated, replaced with an
ambiguous "community nomination process". (Previously, the bylaws said
"Three Trustees will be selected from candidates approved through community
voting.")

There are currently zero members of the board that are fulfilling
community-elected terms. Their terms (which were, for two of them, required
to be their final terms before they changed the term limits) were all
supposed to have ended on September 1. I don't think there would ever be a
good time for the board to remove its own obligations to the community, but
doing it while the Board is very much lacking in legitimacy, is especially
problematic.

(Another minor point: The change from the description of the appointed
seats from "non-community-selected, non-chapter-selected" to
"non-community-sourced" seems to imply that the Board is prohibited from
filling these seats with any community members. Previously, there have been
community members in these seats.)

-- Yair Rand


‫בתאריך יום ד׳, 7 באוק׳ 2020 ב-11:12 מאת ‪Nataliia Tymkiv‬‏ <‪
ntym...@wikimedia.org‬‏>:‬

> Dear all,
>
> Today the Wikimedia Foundation Board of Trustees starts two calls for
> feedback: on changes to our Bylaws[1] mainly to increase the Board size
> from 10 to 16 members, and on a trustee candidate rubric[2] to introduce
> new, more effective ways to evaluate new board candidates. These proposals
> are part of the governance improvement process announced on 28 April[3].
>
> 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[1]. 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
> 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Adam Wight]

Part of the blame here is mine, for casually bringing up a controversial and 
slightly off-thread topic.  But I agree with Paulo that an unelected Board has 
little legitimacy, even if we would like them to have it.  The most recent 
crisis of confidence around rebranding makes a person ask: Why are the Board 
and Foundation so often misaligned with the community they serve, and how can 
we improve their accountability?

This could be a great opportunity to help fill in any of the lost history 
around the membership organization conversion: as I understand it (see the 
article I referenced earlier), Brad Patrick was general counsel of WMF for ten 
months, exactly during the organization's change in legal status, and can offer 
a unique perspective into the moment. 

I've read the public mailing list discussions and I think it's pretty clear 
that everyone was acting in good faith, trying to chart a safe course for how 
to best protect and nurture the young Foundation.  The scenario seems to be, 
that the membership requirements as written on paper had never been fulfilled, 
so there was some risk in continuing under that structure.  Rather than leave 
the Foundation vulnerable to lawsuits from sometimes volatile editors, who made 
up the majority of the member class, instead membership was eliminated and a 
more predictable set of bylaws were established which emphasized stability and 
would prevent a "hostile takeover". Please correct any bad assumptions here! 

The drawback (beyond the loss of democratic oversight) is that the Foundation 
remained in legal jeopardy, but now because it had potentially broken Florida 
nonprofit law by converting to a non-membership organization without formally 
notifying its members. The reason notifications weren't sent out ahead of time 
is that very few people were registered with physical mailing addresses. In 
hindsight, it's been pointed out, WMF did have email addresses for its members 
but no notification went out by that channel. Ironically, this means that 
members as of November 29, 2006 may have standing to sue for damages or 
control. There seems to be no time limit for making this challenge.

I hope this gives background to my comment, and that one day Wikimedians own 
the trademarks to the copyleft movement they have built.

-Adam W.
(Writing in my personal capacity, not representing my employer.) 

On October 7, 2020 9:00:21 PM GMT+02:00, Paulo Santos Perneta 
 wrote:
>Hello Brad,
>
>Asking what the legitimacy of such a thing is for the broad Movement
>seems
>to me a very reasonable question, especially when I'm not from the US,
>I'm
>not a native English speaker and I'm not US-stuff wise.
>You, however, have answered in a defensive and aggressive way, as if
>everybody in the globe had to born knowing US laws and bureaucracy,
>which
>seems quite unreasonable.
>Stay with your truths and your "Former WMF General Counsel" title, my
>argument here is finished.
>
>Best,
>Paulo
>
>
>Brad Patrick  escreveu no dia quarta, 7/10/2020
>à(s)
>19:45:
>
>> This is a very, very old and tired argument. If you do not understand
>> United States non-profit corporations, go educate yourself about
>those
>> first. If your perspective is non-US based, you may have a different
>frame
>> of mind which is irreconcilable with the way WMF is. Take all the
>time you
>> need to see the differences before attacking WMF for (a) what it is
>and (b)
>> why it isn't what you want it to be.
>>
>> WMF exists legally, and has as its foundation organizational
>principle,
>> authority vested in a Board. WMF is not a membership organization.
>You
>> would not want it to be a membership organization (as a matter of
>law).
>>
>> Please temper your criticism accordingly.
>>
>> Brad Patrick
>> Former WMF General Counsel
>>
>> On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos
>Perneta" <
>> wikimedia-l-boun...@lists.wikimedia.org on behalf of
>> paulospern...@gmail.com> wrote:
>>
>> I knew they are theoretically self-appointed, but was under the
>> impression
>> that at least until now an appearance of democracy and legitimacy
>> towards
>> the community has been respected, which no longer seems to be the
>case.
>> I wonder what would be the legitimacy of a self-appointing body
>in the
>> eyes
>> of the Wikimedia Movement, and all the communities which are part
>of
>> it?
>>
>> Regards,
>> Paulo
>>
>> Adam Wight  escreveu no dia quarta,
>> 7/10/2020 à(s)
>> 17:20:
>>
>> > Greetings, this is a semiautomated response pointing out that
>the
>> > Wikimedia Foundation Board is not elected, it's
>self-appointing. The
>> > so-called "elections" are in fact nominations to be considered
>by the
>> > Board.  Therefore, the Bylaws have not been broken.
>> >
>> > This is an unfortunate arrangement, please see [1] for some
>> background
>> > about the conversion from a membership organization to a
>> non-membership
>> > organization 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Paulo Santos Perneta]

Hello Brad,

Asking what the legitimacy of such a thing is for the broad Movement seems
to me a very reasonable question, especially when I'm not from the US, I'm
not a native English speaker and I'm not US-stuff wise.
You, however, have answered in a defensive and aggressive way, as if
everybody in the globe had to born knowing US laws and bureaucracy, which
seems quite unreasonable.
Stay with your truths and your "Former WMF General Counsel" title, my
argument here is finished.

Best,
Paulo


Brad Patrick  escreveu no dia quarta, 7/10/2020 à(s)
19:45:

> This is a very, very old and tired argument. If you do not understand
> United States non-profit corporations, go educate yourself about those
> first. If your perspective is non-US based, you may have a different frame
> of mind which is irreconcilable with the way WMF is. Take all the time you
> need to see the differences before attacking WMF for (a) what it is and (b)
> why it isn't what you want it to be.
>
> WMF exists legally, and has as its foundation organizational principle,
> authority vested in a Board. WMF is not a membership organization. You
> would not want it to be a membership organization (as a matter of law).
>
> Please temper your criticism accordingly.
>
> Brad Patrick
> Former WMF General Counsel
>
> On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos Perneta" <
> wikimedia-l-boun...@lists.wikimedia.org on behalf of
> paulospern...@gmail.com> wrote:
>
> I knew they are theoretically self-appointed, but was under the
> impression
> that at least until now an appearance of democracy and legitimacy
> towards
> the community has been respected, which no longer seems to be the case.
> I wonder what would be the legitimacy of a self-appointing body in the
> eyes
> of the Wikimedia Movement, and all the communities which are part of
> it?
>
> Regards,
> Paulo
>
> Adam Wight  escreveu no dia quarta,
> 7/10/2020 à(s)
> 17:20:
>
> > Greetings, this is a semiautomated response pointing out that the
> > Wikimedia Foundation Board is not elected, it's self-appointing. The
> > so-called "elections" are in fact nominations to be considered by the
> > Board.  Therefore, the Bylaws have not been broken.
> >
> > This is an unfortunate arrangement, please see [1] for some
> background
> > about the conversion from a membership organization to a
> non-membership
> > organization which is no longer legally required to hold elections.
> >
> > Regards,
> >
> > Adam W.
> > [[mw:User:Adamw]]
> >
> > [1]
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
> >
> > On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > > The terms of 3 BoT members expired last month, and the BoT itself
> decided
> > > to extend them? What is the legitimacy of that? And why is a BoT
> which is
> > > expected to be in a mere interim management waiting for elections,
> > > presenting profound changes to its Bylaws [1]?
> > >
> > > [1] -
> > >
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> > >
> > > Best,
> > > Paulo
> > >
> > > Nataliia Tymkiv  escreveu no dia quarta,
> > 7/10/2020
> > > à(s) 16:49:
> > >
> > >> Hello,
> > >>
> > >> I can answer a few of the questions raised in this thread.
> > >>
> > >> When the Board postponed the community selection of trustees, we
> also
> > >> extended the terms of the trustees in the affected seats (María
> > Sefidari,
> > >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were
> originally
> > set
> > >> to expire last month, but because of that term extension they are
> still
> > >> serving as trustees, and as such María remains the Board Chair and
> > Dariusz
> > >> and James continue on as Committee Chairs[2].
> > >>
> > >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the
> Board
> > for
> > >> an additional three-year term[3][4].
> > >>
> > >> The current members of the Board of Trustees are listed on the
> Wikimedia
> > >> Foundation website[5].
> > >>
> > >> We do not currently have a shortage of trustees on the Board, and
> we
> > have
> > >> had a quorum for every decision we have made this year. We have
> > published
> > >> some outstanding Board records, many of which were just approved
> at our
> > >> recent meeting in September[6][7].
> > >>
> > >> I have just sent an email to this list, as well as posted an
> update to
> > >> Meta-Wiki, with a request for feedback on matters related to the
> > >> Foundation’s Bylaws and trustee selection[8]. That announcement
> contains
> > >> more information about the postponed community selection of
> trustees.
> > >>
> > >> Best regards,
> > >>
> > 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Brad Patrick]

This is a very, very old and tired argument. If you do not understand United 
States non-profit corporations, go educate yourself about those first. If your 
perspective is non-US based, you may have a different frame of mind which is 
irreconcilable with the way WMF is. Take all the time you need to see the 
differences before attacking WMF for (a) what it is and (b) why it isn't what 
you want it to be.

WMF exists legally, and has as its foundation organizational principle, 
authority vested in a Board. WMF is not a membership organization. You would 
not want it to be a membership organization (as a matter of law).

Please temper your criticism accordingly.

Brad Patrick
Former WMF General Counsel

On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos Perneta" 
 
wrote:

I knew they are theoretically self-appointed, but was under the impression
that at least until now an appearance of democracy and legitimacy towards
the community has been respected, which no longer seems to be the case.
I wonder what would be the legitimacy of a self-appointing body in the eyes
of the Wikimedia Movement, and all the communities which are part of it?

Regards,
Paulo

Adam Wight  escreveu no dia quarta, 7/10/2020 à(s)
17:20:

> Greetings, this is a semiautomated response pointing out that the
> Wikimedia Foundation Board is not elected, it's self-appointing. The
> so-called "elections" are in fact nominations to be considered by the
> Board.  Therefore, the Bylaws have not been broken.
>
> This is an unfortunate arrangement, please see [1] for some background
> about the conversion from a membership organization to a non-membership
> organization which is no longer legally required to hold elections.
>
> Regards,
>
> Adam W.
> [[mw:User:Adamw]]
>
> [1]
> 
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
>
> On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > The terms of 3 BoT members expired last month, and the BoT itself 
decided
> > to extend them? What is the legitimacy of that? And why is a BoT which 
is
> > expected to be in a mere interim management waiting for elections,
> > presenting profound changes to its Bylaws [1]?
> >
> > [1] -
> >
> 
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> >
> > Best,
> > Paulo
> >
> > Nataliia Tymkiv  escreveu no dia quarta,
> 7/10/2020
> > à(s) 16:49:
> >
> >> Hello,
> >>
> >> I can answer a few of the questions raised in this thread.
> >>
> >> When the Board postponed the community selection of trustees, we also
> >> extended the terms of the trustees in the affected seats (María
> Sefidari,
> >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally
> set
> >> to expire last month, but because of that term extension they are still
> >> serving as trustees, and as such María remains the Board Chair and
> Dariusz
> >> and James continue on as Committee Chairs[2].
> >>
> >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board
> for
> >> an additional three-year term[3][4].
> >>
> >> The current members of the Board of Trustees are listed on the 
Wikimedia
> >> Foundation website[5].
> >>
> >> We do not currently have a shortage of trustees on the Board, and we
> have
> >> had a quorum for every decision we have made this year. We have
> published
> >> some outstanding Board records, many of which were just approved at our
> >> recent meeting in September[6][7].
> >>
> >> I have just sent an email to this list, as well as posted an update to
> >> Meta-Wiki, with a request for feedback on matters related to the
> >> Foundation’s Bylaws and trustee selection[8]. That announcement 
contains
> >> more information about the postponed community selection of trustees.
> >>
> >> Best regards,
> >>
> >> antanana / Nataliia Tymkiv
> >>
> >> Vice Chair, Wikimedia Foundation Board of Trustees
> >>
> >> [1]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
> >>
> >>
> >> [2]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
> >>
> >>
> >> [3]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [4]
> >>
> >>
> 
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [5] 

Re: [Wikimedia-l] Resolution to pause Movement Brand Project through March 2021

[effe iets anders]

Hi Samir,

First of all, thank you for sharing the detailed analysis and for
publishing the raw data after a review. I appreciate the efforts made on
that front.

I wanted to quickly acknowledge (as you are undoubtly aware from open
question responses) that there were a number of reports of people being
confused about the question phrasing, and that they realized after
submitting that their answers would probably be interpreted wrong because
of the phrasings. It might be helpful if you can publish at least the raw
questionnaire structure along the presentation.

Unrelatedly, it's a bit painful to read things like "Refine: Demonstrate
how elevating one project can support the others and help reduce
confusion." and "Refine: Further develop and assess the foreseen legal
concerns so affiliates can have a greater understanding of Wikipedia
centered name." which suggests that you're convinced that this is mostly a
matter of better explaining how this is a good idea, than that you
appreciate the fundamental disagreement that seems to be here, that this is
a good idea. This may be a simple matter of unfortunate phrasing though, or
maybe I'm reading too much into the sentences with the previous
conversations and presentations in mind.

Best,

Lodewijk

On Tue, Oct 6, 2020 at 9:24 AM Samir Elsharbaty 
wrote:

> Hi everyone
>
> I wanted to follow up on Zack’s email with an update and links to the
> naming survey resources published today:
>
> The naming survey report is now available.[1] Thank you to everyone who
> provided feedback. To learn more about what naming elements should be
> removed, refined and recombined please view the full report.[2]
>
> We are looking forward to collaborating with you again next year.
>
> Samir and the Brand Project Team
>
>
> [1]
>
> https://meta.wikimedia.org/wiki/Communications/Wikimedia_brands/2030_movement_brand_project/Naming_survey_feedback_report
>
> [2]
>
> https://meta.wikimedia.org/wiki/File:Brand_Project_Naming_Survey_Feedback_Report.pdf
>
> Samir Elsharbaty (he/him)
>
> Brand Associate
>
> Wikimedia Foundation 
>
>
>
>
> On Fri, Oct 2, 2020 at 11:43 PM Olga Lidia Paredes Alcoreza <
> olga.l...@gmail.com> wrote:
>
> > Thank U!
> >
> > El mié., 30 de septiembre de 2020 15:55, Zack McCune <
> > zmcc...@wikimedia.org>
> > escribió:
> >
> > > Thank you María!
> > >
> > > Following this Board resolution, the Brand Project team will be
> updating
> > > the project hub. [1]  We will also release the Naming Survey results as
> > > both a report and as the anonymized data by October 6. The publication
> of
> > > those materials will be shared on the project hub and announced here.
> > >
> > >
> > > Cheers,
> > >
> > > - Zack, Essie, and Samir (the Brand Project team)
> > >
> > >
> > > [1]
> > >
> > >
> >
> https://meta.wikimedia.org/wiki/Communications/Wikimedia_brands/2030_movement_brand_project
> > >
> > > On Wed, Sep 30, 2020 at 12:51 PM Galder Gonzalez Larrañaga <
> > > galder...@hotmail.com> wrote:
> > >
> > > > Thanks for hearing the voices, María and members of the board.
> > > >
> > > > Defining common goals is the best practice for reaching to the best
> > > > solution.
> > > >
> > > > Sincerely,
> > > >
> > > > Galder
> > > > 
> > > > From: Wikimedia-l  on
> behalf
> > of
> > > > María Sefidari 
> > > > Sent: Wednesday, September 30, 2020 9:47 PM
> > > > To: wikimedia-l@lists.wikimedia.org  >
> > > > Subject: [Wikimedia-l] Resolution to pause Movement Brand Project
> > through
> > > > March 2021
> > > >
> > > > Hi everyone,
> > > >
> > > > The Wikimedia Foundation Board of Trustees, following the
> > recommendation
> > > of
> > > > staff, has resolved to pause the Movement Brand Project until the
> next
> > > > calendar year.[1] We recognize that much of the Wikimedia movement’s
> > > > activities, events, and key collaborations have been put on hold or
> > > > restructured due to the COVID-19 pandemic, and we have received
> formal
> > > > requests to pause Movement Brand Project activities to reflect this
> > > > need.[2]
> > > >
> > > > The Board remains persuaded that there is potential value in making
> > > change
> > > > to our branding system in service of our goals of engaging more
> people
> > in
> > > > our mission. However, we also know that change moves at the speed of
> > > trust.
> > > > We have asked staff to meaningfully engage with community concerns
> and
> > > > address the request for equitable decision-making within the process.
> > We
> > > > also ask members of the community to use this pause to consider how
> > > equity
> > > > may ask us to let go of some aspects of our past, in order to create
> > > space
> > > > for what could be. Making these decisions together, with so many
> > > passionate
> > > > perspectives, will be challenging, but building this capacity is
> > > essential
> > > > for how we grow together as a thriving global movement.
> > > >
> > > > In the meantime, we 

Re: [Wikimedia-l] Call for feedback about Wikimedia Foundation Bylaws changes and Board candidate rubric

[Samuel Klein]

The replacement of an explicit voting process with an unspecified process +
schedule seems unnecessarily vague. Especially since the current ElecComm
does not seem to have been party to the decisions around this year's delay.

Drawing from the current Bylaws language, it would be better to add
something like this to IV.3.c.1:
  "*The process will be conducted according to a procedure determined by
[the Elections Committee] and approved by the Board*"

And to make ElecComm a standing committee with the same level of support
that others have.
==
(i) As many as eight (8) Trustees will be sourced from candidates vetted
through a community nomination process. This process will be held according
to a schedule determined by the Board of Trustees to fill open
Community-sourced Trustee seats. Off-cycle vacancies may be filled normally
as described in Article IV, Section 6 below.(ii) The Board of Trusteesshall
convey its priorities and requirements for members, as set forth in Article
IV, Section 3(A) above, and shall determine the dates, rules and regulation
of the approval procedures.==
___
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, 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Paulo Santos Perneta]

I knew they are theoretically self-appointed, but was under the impression
that at least until now an appearance of democracy and legitimacy towards
the community has been respected, which no longer seems to be the case.
I wonder what would be the legitimacy of a self-appointing body in the eyes
of the Wikimedia Movement, and all the communities which are part of it?

Regards,
Paulo

Adam Wight  escreveu no dia quarta, 7/10/2020 à(s)
17:20:

> Greetings, this is a semiautomated response pointing out that the
> Wikimedia Foundation Board is not elected, it's self-appointing. The
> so-called "elections" are in fact nominations to be considered by the
> Board.  Therefore, the Bylaws have not been broken.
>
> This is an unfortunate arrangement, please see [1] for some background
> about the conversion from a membership organization to a non-membership
> organization which is no longer legally required to hold elections.
>
> Regards,
>
> Adam W.
> [[mw:User:Adamw]]
>
> [1]
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
>
> On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:
> > The terms of 3 BoT members expired last month, and the BoT itself decided
> > to extend them? What is the legitimacy of that? And why is a BoT which is
> > expected to be in a mere interim management waiting for elections,
> > presenting profound changes to its Bylaws [1]?
> >
> > [1] -
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes
> >
> > Best,
> > Paulo
> >
> > Nataliia Tymkiv  escreveu no dia quarta,
> 7/10/2020
> > à(s) 16:49:
> >
> >> Hello,
> >>
> >> I can answer a few of the questions raised in this thread.
> >>
> >> When the Board postponed the community selection of trustees, we also
> >> extended the terms of the trustees in the affected seats (María
> Sefidari,
> >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally
> set
> >> to expire last month, but because of that term extension they are still
> >> serving as trustees, and as such María remains the Board Chair and
> Dariusz
> >> and James continue on as Committee Chairs[2].
> >>
> >> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board
> for
> >> an additional three-year term[3][4].
> >>
> >> The current members of the Board of Trustees are listed on the Wikimedia
> >> Foundation website[5].
> >>
> >> We do not currently have a shortage of trustees on the Board, and we
> have
> >> had a quorum for every decision we have made this year. We have
> published
> >> some outstanding Board records, many of which were just approved at our
> >> recent meeting in September[6][7].
> >>
> >> I have just sent an email to this list, as well as posted an update to
> >> Meta-Wiki, with a request for feedback on matters related to the
> >> Foundation’s Bylaws and trustee selection[8]. That announcement contains
> >> more information about the postponed community selection of trustees.
> >>
> >> Best regards,
> >>
> >> antanana / Nataliia Tymkiv
> >>
> >> Vice Chair, Wikimedia Foundation Board of Trustees
> >>
> >> [1]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
> >>
> >>
> >> [2]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
> >>
> >>
> >> [3]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [4]
> >>
> >>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
> >>
> >>
> >> [5] https://wikimediafoundation.org/role/board/
> >>
> >>
> >> [6] https://foundation.wikimedia.org/wiki/Meetings
> >>
> >>
> >> [7] https://foundation.wikimedia.org/wiki/Resolutions
> >>
> >> [8]
> >>
> >>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >> <
> >>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >>
> >> *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 Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
> >> wrote:
> >>
> >>> After I asked my questions on September 4, I was sent the message
> >>> below by some role account I've never heard of, asking about claims
> >>> that have used the names of five other people. I don't edit under my
> >>> real name, but I have never used the names in the linked forum
> >>> postings.
> >>>
> >>> The linked posts also claim that the Foundation's 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Adam Wight]

Greetings, this is a semiautomated response pointing out that the 
Wikimedia Foundation Board is not elected, it's self-appointing. The 
so-called "elections" are in fact nominations to be considered by the 
Board.  Therefore, the Bylaws have not been broken.


This is an unfortunate arrangement, please see [1] for some background 
about the conversion from a membership organization to a non-membership 
organization which is no longer legally required to hold elections.


Regards,

Adam W.
[[mw:User:Adamw]]

[1] 
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy


On 10/7/20 5:55 PM, Paulo Santos Perneta wrote:

The terms of 3 BoT members expired last month, and the BoT itself decided
to extend them? What is the legitimacy of that? And why is a BoT which is
expected to be in a mere interim management waiting for elections,
presenting profound changes to its Bylaws [1]?

[1] -
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes

Best,
Paulo

Nataliia Tymkiv  escreveu no dia quarta, 7/10/2020
à(s) 16:49:


Hello,

I can answer a few of the questions raised in this thread.

When the Board postponed the community selection of trustees, we also
extended the terms of the trustees in the affected seats (María Sefidari,
Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
to expire last month, but because of that term extension they are still
serving as trustees, and as such María remains the Board Chair and Dariusz
and James continue on as Committee Chairs[2].

Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
an additional three-year term[3][4].

The current members of the Board of Trustees are listed on the Wikimedia
Foundation website[5].

We do not currently have a shortage of trustees on the Board, and we have
had a quorum for every decision we have made this year. We have published
some outstanding Board records, many of which were just approved at our
recent meeting in September[6][7].

I have just sent an email to this list, as well as posted an update to
Meta-Wiki, with a request for feedback on matters related to the
Foundation’s Bylaws and trustee selection[8]. That announcement contains
more information about the postponed community selection of trustees.

Best regards,

antanana / Nataliia Tymkiv

Vice Chair, Wikimedia Foundation Board of Trustees

[1]

https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process


[2]

https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019


[3]

https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020


[4]

https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020


[5] https://wikimediafoundation.org/role/board/


[6] https://foundation.wikimedia.org/wiki/Meetings


[7] https://foundation.wikimedia.org/wiki/Resolutions

[8]

https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
<
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric

*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 Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
wrote:


After I asked my questions on September 4, I was sent the message
below by some role account I've never heard of, asking about claims
that have used the names of five other people. I don't edit under my
real name, but I have never used the names in the linked forum
postings.

The linked posts also claim that the Foundation's nonprofit status is
at risk. I am not a lawyer, but I am skeptical of that claim even
though five Trustees whose three-year terms expired in August
apparently voted on a Resolution in a Board meeting on September 24.
According to Section 4 of the Bylaws, "A quorum shall consist of a
majority of Trustees then in office." Section 6 says, "the Board may
continue doing business as a Board during the vacancy of any Trustee
position." Therefore, since four of the five remaining Trustees all
voted in favor, the Resolution was properly carried, in my layperson's
view. I am less certain about the propriety of allowing a Trustee
whose three year term expired to continue to serve as Chair.

The lack of any update or even ETA for an update on



https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F

is baffling. Elections have never been held in person, only online,
and so the excuse that they were postponed 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Paulo Santos Perneta]

The terms of 3 BoT members expired last month, and the BoT itself decided
to extend them? What is the legitimacy of that? And why is a BoT which is
expected to be in a mere interim management waiting for elections,
presenting profound changes to its Bylaws [1]?

[1] -
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Proposed_Bylaws_changes

Best,
Paulo

Nataliia Tymkiv  escreveu no dia quarta, 7/10/2020
à(s) 16:49:

> Hello,
>
> I can answer a few of the questions raised in this thread.
>
> When the Board postponed the community selection of trustees, we also
> extended the terms of the trustees in the affected seats (María Sefidari,
> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
> to expire last month, but because of that term extension they are still
> serving as trustees, and as such María remains the Board Chair and Dariusz
> and James continue on as Committee Chairs[2].
>
> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
> an additional three-year term[3][4].
>
> The current members of the Board of Trustees are listed on the Wikimedia
> Foundation website[5].
>
> We do not currently have a shortage of trustees on the Board, and we have
> had a quorum for every decision we have made this year. We have published
> some outstanding Board records, many of which were just approved at our
> recent meeting in September[6][7].
>
> I have just sent an email to this list, as well as posted an update to
> Meta-Wiki, with a request for feedback on matters related to the
> Foundation’s Bylaws and trustee selection[8]. That announcement contains
> more information about the postponed community selection of trustees.
>
> Best regards,
>
> antanana / Nataliia Tymkiv
>
> Vice Chair, Wikimedia Foundation Board of Trustees
>
> [1]
>
> https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
>
>
> [2]
>
> https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
>
>
> [3]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [4]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [5] https://wikimediafoundation.org/role/board/
>
>
> [6] https://foundation.wikimedia.org/wiki/Meetings
>
>
> [7] https://foundation.wikimedia.org/wiki/Resolutions
>
> [8]
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> <
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >
>
>
> *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 Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
> wrote:
>
> > After I asked my questions on September 4, I was sent the message
> > below by some role account I've never heard of, asking about claims
> > that have used the names of five other people. I don't edit under my
> > real name, but I have never used the names in the linked forum
> > postings.
> >
> > The linked posts also claim that the Foundation's nonprofit status is
> > at risk. I am not a lawyer, but I am skeptical of that claim even
> > though five Trustees whose three-year terms expired in August
> > apparently voted on a Resolution in a Board meeting on September 24.
> > According to Section 4 of the Bylaws, "A quorum shall consist of a
> > majority of Trustees then in office." Section 6 says, "the Board may
> > continue doing business as a Board during the vacancy of any Trustee
> > position." Therefore, since four of the five remaining Trustees all
> > voted in favor, the Resolution was properly carried, in my layperson's
> > view. I am less certain about the propriety of allowing a Trustee
> > whose three year term expired to continue to serve as Chair.
> >
> > The lack of any update or even ETA for an update on
> >
> >
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
> > is baffling. Elections have never been held in person, only online,
> > and so the excuse that they were postponed because of the pandemic
> > crisis seems extremely suspicious. Indefinitely delaying elections for
> > such a vacuous reason makes the Foundation look like the worst of the
> > bad actors in today's international political climate. Doesn't the
> > cancelled travel of the pandemic crisis give the Foundation more time
> > to hold elections, not less? Whether non-profit status is at risk or
> > not, I would hope that the Foundation, 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Nathan]

(sent in reply to the original e-mail but it was caught since it was on the
announce-l)

Hi Nataliia,

I imagine the board went through an evaluation process - perhaps with the
assistance of non-profit governance experts - to help guide the board as to
the appropriate size given the board's function, research about the
effectiveness of corporate boards at different sizes, etc. Can you share
some of the details of that process and how the board arrived at 16 seats
specifically? Do you have any data that estimates the time commitment for
existing board members, between general board participation and committee
roles?

Thanks for any insight,
Nathan


On Wed, Oct 7, 2020 at 11:49 AM Nataliia Tymkiv 
wrote:

> Hello,
>
> I can answer a few of the questions raised in this thread.
>
> When the Board postponed the community selection of trustees, we also
> extended the terms of the trustees in the affected seats (María Sefidari,
> Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
> to expire last month, but because of that term extension they are still
> serving as trustees, and as such María remains the Board Chair and Dariusz
> and James continue on as Committee Chairs[2].
>
> Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
> an additional three-year term[3][4].
>
> The current members of the Board of Trustees are listed on the Wikimedia
> Foundation website[5].
>
> We do not currently have a shortage of trustees on the Board, and we have
> had a quorum for every decision we have made this year. We have published
> some outstanding Board records, many of which were just approved at our
> recent meeting in September[6][7].
>
> I have just sent an email to this list, as well as posted an update to
> Meta-Wiki, with a request for feedback on matters related to the
> Foundation’s Bylaws and trustee selection[8]. That announcement contains
> more information about the postponed community selection of trustees.
>
> Best regards,
>
> antanana / Nataliia Tymkiv
>
> Vice Chair, Wikimedia Foundation Board of Trustees
>
> [1]
>
> https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process
>
>
> [2]
>
> https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019
>
>
> [3]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [4]
>
> https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020
>
>
> [5] https://wikimediafoundation.org/role/board/
>
>
> [6] https://foundation.wikimedia.org/wiki/Meetings
>
>
> [7] https://foundation.wikimedia.org/wiki/Resolutions
>
> [8]
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> <
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric
> >
>
>
> *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 Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
> wrote:
>
> > After I asked my questions on September 4, I was sent the message
> > below by some role account I've never heard of, asking about claims
> > that have used the names of five other people. I don't edit under my
> > real name, but I have never used the names in the linked forum
> > postings.
> >
> > The linked posts also claim that the Foundation's nonprofit status is
> > at risk. I am not a lawyer, but I am skeptical of that claim even
> > though five Trustees whose three-year terms expired in August
> > apparently voted on a Resolution in a Board meeting on September 24.
> > According to Section 4 of the Bylaws, "A quorum shall consist of a
> > majority of Trustees then in office." Section 6 says, "the Board may
> > continue doing business as a Board during the vacancy of any Trustee
> > position." Therefore, since four of the five remaining Trustees all
> > voted in favor, the Resolution was properly carried, in my layperson's
> > view. I am less certain about the propriety of allowing a Trustee
> > whose three year term expired to continue to serve as Chair.
> >
> > The lack of any update or even ETA for an update on
> >
> >
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
> > is baffling. Elections have never been held in person, only online,
> > and so the excuse that they were postponed because of the pandemic
> > crisis seems extremely suspicious. Indefinitely delaying elections for
> > such a vacuous reason makes the Foundation look like the worst of the
> > 

Re: [Wikimedia-l] Board of Trustees elections, membership, quorum, and

[Nataliia Tymkiv]

Hello,

I can answer a few of the questions raised in this thread.

When the Board postponed the community selection of trustees, we also
extended the terms of the trustees in the affected seats (María Sefidari,
Dariusz Jemielniak, and James Heilman)[1]. Their terms were originally set
to expire last month, but because of that term extension they are still
serving as trustees, and as such María remains the Board Chair and Dariusz
and James continue on as Committee Chairs[2].

Raju Narisetti and Esra'a Al Shafei have been reappointed to the Board for
an additional three-year term[3][4].

The current members of the Board of Trustees are listed on the Wikimedia
Foundation website[5].

We do not currently have a shortage of trustees on the Board, and we have
had a quorum for every decision we have made this year. We have published
some outstanding Board records, many of which were just approved at our
recent meeting in September[6][7].

I have just sent an email to this list, as well as posted an update to
Meta-Wiki, with a request for feedback on matters related to the
Foundation’s Bylaws and trustee selection[8]. That announcement contains
more information about the postponed community selection of trustees.

Best regards,

antanana / Nataliia Tymkiv

Vice Chair, Wikimedia Foundation Board of Trustees

[1]
https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_Selection_of_Trustees_and_Extension_of_Community_Selected_Trustee_Terms_until_next_selection_process


[2]
https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committee_Membership,_2019


[3]
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s_Appointment_to_the_Board_of_Trustees,_2020


[4]
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei%27s_Appointment_to_the_Board_of_Trustees,_2020


[5] https://wikimediafoundation.org/role/board/


[6] https://foundation.wikimedia.org/wiki/Meetings


[7] https://foundation.wikimedia.org/wiki/Resolutions

[8]
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/October_2020_-_Call_for_feedback_about_Bylaws_changes_and_Board_candidate_rubric



*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 Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi 
wrote:

> After I asked my questions on September 4, I was sent the message
> below by some role account I've never heard of, asking about claims
> that have used the names of five other people. I don't edit under my
> real name, but I have never used the names in the linked forum
> postings.
>
> The linked posts also claim that the Foundation's nonprofit status is
> at risk. I am not a lawyer, but I am skeptical of that claim even
> though five Trustees whose three-year terms expired in August
> apparently voted on a Resolution in a Board meeting on September 24.
> According to Section 4 of the Bylaws, "A quorum shall consist of a
> majority of Trustees then in office." Section 6 says, "the Board may
> continue doing business as a Board during the vacancy of any Trustee
> position." Therefore, since four of the five remaining Trustees all
> voted in favor, the Resolution was properly carried, in my layperson's
> view. I am less certain about the propriety of allowing a Trustee
> whose three year term expired to continue to serve as Chair.
>
> The lack of any update or even ETA for an update on
>
> https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Postpone%3F
> is baffling. Elections have never been held in person, only online,
> and so the excuse that they were postponed because of the pandemic
> crisis seems extremely suspicious. Indefinitely delaying elections for
> such a vacuous reason makes the Foundation look like the worst of the
> bad actors in today's international political climate. Doesn't the
> cancelled travel of the pandemic crisis give the Foundation more time
> to hold elections, not less? Whether non-profit status is at risk or
> not, I would hope that the Foundation, Board, and Elections Committee
> would be more interested in upholding the principles of good
> governance than failing to even announce a new schedule or even a date
> by which a new schedule will be announced.
>
> -Will
>
> On Mon, Sep 14, 2020 at 10:31 PM Gender Desk 
> wrote:
> >
> > Mr. Takatoshi,
> >
> > Wikipediocracy has suggested that you have also used the names "Rogol
> Domedonfors, Renée Bagslint, Jennifer Pryor-Summers, Felicity Braingut,
> Thomas Townsend and others."
> http://wikipediocracy.com/forum/viewtopic.php?f=14=11567
> >
> > Can you comment on that?
> >
> > Regards,
> > Genderdesk
> >
> > genderdesk.wordpress.com
>
>
> 

Re: [Wikimedia-l] Call for feedback about Wikimedia Foundation Bylaws changes and Board candidate rubric

[Nathan]

Hi Nataliia,

I imagine the board went through an evaluation process - perhaps with the
assistance of non-profit governance experts - to help guide the board as to
the appropriate size given the board's function, research about the
effectiveness of corporate boards at different sizes, etc. Can you share
some of the details of that process and how the board arrived at 16 seats
specifically? Do you have any data that estimates the time commitment for
existing board members, between general board participation and committee
roles?

Thanks for any insight,
Nathan

On Wed, Oct 7, 2020 at 11:11 AM Nataliia Tymkiv 
wrote:

> Dear all,
>
> Today the Wikimedia Foundation Board of Trustees starts two calls for
> feedback: on changes to our Bylaws[1] mainly to increase the Board size
> from 10 to 16 members, and on a trustee candidate rubric[2] to introduce
> new, more effective ways to evaluate new board candidates. These proposals
> are part of the governance improvement process announced on 28 April[3].
>
> 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[1]. 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[2]. 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[4] ==
>
> 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 

[Wikimedia-l] Call for feedback about Wikimedia Foundation Bylaws changes and Board candidate rubric

[Nataliia Tymkiv]

Dear all,

Today the Wikimedia Foundation Board of Trustees starts two calls for
feedback: on changes to our Bylaws[1] mainly to increase the Board size
from 10 to 16 members, and on a trustee candidate rubric[2] to introduce
new, more effective ways to evaluate new board candidates. These proposals
are part of the governance improvement process announced on 28 April[3].

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[1]. 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[2]. 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[4] ==

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 

Re: [Wikimedia-l] Resolution to pause Movement Brand Project through March 2021

[Samir Elsharbaty]

Thanks, Paulo! You can find the geographical distribution for both
affiliate and individual respondents on page 9 and 10 of the full report on
Commons:
https://commons.wikimedia.org/w/index.php?title=File%3ABrand_Project_Naming_Survey_Feedback_Report.pdf=9

Best,
Samir

Samir Elsharbaty (he/him)

Brand Associate

Wikimedia Foundation 




On Tue, Oct 6, 2020 at 7:22 PM Paulo Santos Perneta 
wrote:

> Hello,
>
> I've read it, and the recommendations sounded all with good sense, and on
> point.
> I believe there is an excellent base there for future work on the subject.
> You've done a good job, despite the difficult conditions.
>
> Just a minor curiosity: The percentages of Africa and Asia participations
> on the survey are absent from there, can they be seen somewhere, or shared?
>
> Thanks,
> Paulo
>
>
>
> Samir Elsharbaty  escreveu no dia terça,
> 6/10/2020 à(s) 17:25:
>
> > Hi everyone
> >
> > I wanted to follow up on Zack’s email with an update and links to the
> > naming survey resources published today:
> >
> > The naming survey report is now available.[1] Thank you to everyone who
> > provided feedback. To learn more about what naming elements should be
> > removed, refined and recombined please view the full report.[2]
> >
> > We are looking forward to collaborating with you again next year.
> >
> > Samir and the Brand Project Team
> >
> >
> > [1]
> >
> >
> https://meta.wikimedia.org/wiki/Communications/Wikimedia_brands/2030_movement_brand_project/Naming_survey_feedback_report
> >
> > [2]
> >
> >
> https://meta.wikimedia.org/wiki/File:Brand_Project_Naming_Survey_Feedback_Report.pdf
> >
> > Samir Elsharbaty (he/him)
> >
> > Brand Associate
> >
> > Wikimedia Foundation 
> >
> >
> >
> >
> > On Fri, Oct 2, 2020 at 11:43 PM Olga Lidia Paredes Alcoreza <
> > olga.l...@gmail.com> wrote:
> >
> > > Thank U!
> > >
> > > El mié., 30 de septiembre de 2020 15:55, Zack McCune <
> > > zmcc...@wikimedia.org>
> > > escribió:
> > >
> > > > Thank you María!
> > > >
> > > > Following this Board resolution, the Brand Project team will be
> > updating
> > > > the project hub. [1]  We will also release the Naming Survey results
> as
> > > > both a report and as the anonymized data by October 6. The
> publication
> > of
> > > > those materials will be shared on the project hub and announced here.
> > > >
> > > >
> > > > Cheers,
> > > >
> > > > - Zack, Essie, and Samir (the Brand Project team)
> > > >
> > > >
> > > > [1]
> > > >
> > > >
> > >
> >
> https://meta.wikimedia.org/wiki/Communications/Wikimedia_brands/2030_movement_brand_project
> > > >
> > > > On Wed, Sep 30, 2020 at 12:51 PM Galder Gonzalez Larrañaga <
> > > > galder...@hotmail.com> wrote:
> > > >
> > > > > Thanks for hearing the voices, María and members of the board.
> > > > >
> > > > > Defining common goals is the best practice for reaching to the best
> > > > > solution.
> > > > >
> > > > > Sincerely,
> > > > >
> > > > > Galder
> > > > > 
> > > > > From: Wikimedia-l  on
> > behalf
> > > of
> > > > > María Sefidari 
> > > > > Sent: Wednesday, September 30, 2020 9:47 PM
> > > > > To: wikimedia-l@lists.wikimedia.org <
> wikimedia-l@lists.wikimedia.org
> > >
> > > > > Subject: [Wikimedia-l] Resolution to pause Movement Brand Project
> > > through
> > > > > March 2021
> > > > >
> > > > > Hi everyone,
> > > > >
> > > > > The Wikimedia Foundation Board of Trustees, following the
> > > recommendation
> > > > of
> > > > > staff, has resolved to pause the Movement Brand Project until the
> > next
> > > > > calendar year.[1] We recognize that much of the Wikimedia
> movement’s
> > > > > activities, events, and key collaborations have been put on hold or
> > > > > restructured due to the COVID-19 pandemic, and we have received
> > formal
> > > > > requests to pause Movement Brand Project activities to reflect this
> > > > > need.[2]
> > > > >
> > > > > The Board remains persuaded that there is potential value in making
> > > > change
> > > > > to our branding system in service of our goals of engaging more
> > people
> > > in
> > > > > our mission. However, we also know that change moves at the speed
> of
> > > > trust.
> > > > > We have asked staff to meaningfully engage with community concerns
> > and
> > > > > address the request for equitable decision-making within the
> process.
> > > We
> > > > > also ask members of the community to use this pause to consider how
> > > > equity
> > > > > may ask us to let go of some aspects of our past, in order to
> create
> > > > space
> > > > > for what could be. Making these decisions together, with so many
> > > > passionate
> > > > > perspectives, will be challenging, but building this capacity is
> > > > essential
> > > > > for how we grow together as a thriving global movement.
> > > > >
> > > > > In the meantime, we will establish a small ad-hoc Board committee
> to
> > > > liaise
> > > > > with staff, and develop a