Archive:Board of Trustees/Restructure Announcement Q&A

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Questions and Answers:

Board Restructure, April 2008

Why are you making these changes?

The most important responsibility of the board is to safeguard the mission of the organization, and its ability to fulfill the mission. In order to do that, we need representation from the community of active volunteer contributors, and we also need a variety of skill sets in order to provide professional oversight to the work of the staff.

During the April 2008 board meeting in San Francisco, the board examined what measures would best enable it to better represent the full array of volunteers, including the international chapters, and to increase its ability to provide professional oversight. The board restructuring is intended to develop the board in line with both of those objectives. It's a work-in-progress: we expect the makeup of the board will probably continue to evolve, as it has in the past, to best meet the needs of the organization and help it fulfill its mission.

What exactly does the restructure entail?

The number of positions on the Board will increase to 10 overall, including three seats to be elected by the Wikimedia community, two seats to be selected by the chapters, one board-appointed 'Community founder seat' to be held by Jimmy Wales, and four "specific experts" seats to be appointed by members of the Board.

How does that map against the current Board?

Jimmy Wales is in the community founder seat. Florence Devouard, Kat Walsh and Frieda Brioschi are in the community-elected seats. Although they have not been appointed by the chapters, Michael Snow and Domas Mituzas are currently sitting in the chapters-selected seats. Jan-Bart de Vreede and Stu West are in two of the "specific experts" seats, and there are two "specific experts" seats that are currently vacant.

Why are you adding two chapters positions?

The Board recognizes that the chapters are important, and should have an official voice in the governance of the Wikimedia Foundation. We want to acknowledge that the chapters are an important player in the fulfillment of the overall mission, and hence they deserve a voice in the governance of the Foundation.

It's important to that the two chapters-selected seats are not intended to represent chapters' self-interest. The chapters are being asked to select two trustees who they feel will best represent the interests of the Wikimedia Foundation, and help it fulfill its mission as well as it possibly can.

Can a chapters Board member also be on the WMF Board of Trustees?

No. Board members must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as members of the Board of Trustees, but they may continue to serve chapters in informal or advisory capacities. (A governance position would also include, for example, serving on an audit committee.) This is applicable to all board seats, not just those appointed by the chapters.

Can you adequately reflect all of the chapters with two positions?

It will be up to the chapters to select these two positions. Again though, the purpose of these seats is to represent the best interests of the Wikimedia Foundation, not the interests of the chapters.

That isn't fair. The United States, for example, has been discouraged from forming a chapter, and now it will be disadvantaged by that.

We acknowledge that giving the chapters an official voice in the governance of the Foundation makes it more important than before, that chapters -as much as possible- reflect the full range of Wikimedia supporters. Therefore, we now want to encourage the creation of sub-national chapters in the United States.

How will the community/chapter/appointed board seats be filled?

The three community seats will be elected by members of the Wikimedia community. The process will be more-or-less the same as in the past; the elections committee will continue to modify and fine-tune the process in whatever ways seem best. The two chapter seats will be selected by the chapters, using a process which they will determine, and which will be approved by the board.

The four appointed board members will be chosen by the WMF board members, using a process laid out below. The Founder's seat will be appointed by the Board. It is reserved for Jimmy Wales, but in the event that Jimmy no longer wants to serve, or the Board declines for any reason to appoint him, that seat will disappear. Regardless of his position as a board member, Jimmy will also continue to hold the honorary title of Chair Emeritus. That title has no official weight and carries no special responsibilities or formal authority.

How will the Board appoint the "specific experts" seats?

Beginning in January 2009, four Trustees will be appointed by the Board from a list of candidates selected by a nominating committee. The nominating committee shall be appointed by the full board and shall include as members (i) at least two Trustees selected during the prior July's community or chapter selection process, and (ii) the Executive Director. It may consist of any number of members, including former Trustees and "specific experts". It will select candidates by October 15 at the latest.

How many seats will come up for election this July?

One. Florence Devouard's term is expiring, and that seat will be up for election. The term of the successful candidate for that seat will last for one year, expiring July 2009.

When do the other board members' terms expire?

Kat Walsh and Frieda Brioschi's terms both expire in July 2009. This means that in July 2009, there will be three seats up for election – Kat, Frieda's and the seat of the successful candidate from the 2008 election. The seats currently occupied by Michael Snow and Domas Mituzas will expire as soon as the chapters are ready to make appointments to the two chapters-appointed board seats, which will then expire in July 2010. Jimmy's seat, Jan-Bart de Vreede's and Stuart West's, all expire on December 31, 2008.

Can the Board appoint the "specific experts" before January 2009?

Yes, the two vacant seats can be filled as soon as the board is ready. Regardless of when they are filled, all four "specific experts" seats will expire in December 31, 2008.

Can the chapters select the chapter-selected seats whenever they want?

Yes. The chapters will need to define a process for selecting those seats. That process will need to be approved by a majority of the chapters, and by the board. Once that's been done, they are free to make the selections whenever they want.

For the time being, until the process is approved, Michael Snow and Domas Mituzas will serve in the chapter-selected seats. They were originally to have sat on the Board until June 2008, but they are now being extended until the chapters make their choices.

How will the board officers be chosen?

As has always been the case, the board will vote to choose its officers – chair, vice-chair, secretary and treasurer positions.

How is the 'founder' description different from before? Is it different from 'Chairman Emeritus?’

The Founder's seat will be held by Jimmy Wales, and will be appointed annually. If the Board does not appoint Jimmy to the Founder's seat for any reason, then the number of seats on the Board will be reduced by one – that seat will not be filled. Jimmy Wales continues to hold the honorary title 'Chairman Emeritus' regardless of his position on the Board.

When will the results of this restructure be seen?

The restructure is effective immediately, however the full complement of 10 Board members would not be in place for at least several months.

Do these changes mean there will be an effect on how community elections take place?

These changes do not extend into matters related to community elections. The election process will continue to evolve and be fine-tuned, as it always has, but nothing in this announcement today implies any change to the election process.

Who can vote in the 'community elections?’

More information about the community election can be found here.

What is the ED's role in bringing about these Board structure changes?

The Executive Director works with the Board to assist in developing strategy and providing administrative and operational guidance. Sue is happy to support board development: she will serve on the nominating committee for "specific experts", and will ask other staff members to support that process as required. Ultimately though, it is the Board's responsibility to make decisions about how to best develop and structure itself.

What does this mean for the 'wikicouncil?’

The “wikicouncil” and “volunteer council” were part of the board discussions about its restructure. At this stage, we have decided to not take action on the proposal to develop a Volunteer Council. That doesn't mean we are opposed to such a council: we are open to the idea that the Wikimedia project communities may choose to organize this or another type of council for their own benefit, and we encourage people to continue their discussions.

Do these changes result in any new powers for the Board over the Foundation and its projects?

No. The changes only relate to the structure of the Board itself.