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Board-announcement: Board Restructuring

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janbart at wikimedia

Apr 26, 2008, 12:19 PM

Post #1 of 189 (1026 views)
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Board-announcement: Board Restructuring

Dear all,

As most of you know, the Board of Trustees met at the Foundation's new
San Francisco headquarters a few weeks ago. At that meeting, we talked
about how best to represent the full array of community members, and how
best to provide professional oversight for the work of the staff. As a
result of those conversations, we're announcing today some changes to
the makeup of the Board, and to the Board member appointment process. We
think these are positive changes that will help the Board to safeguard
the Wikimedia Foundation's ability to fulfill the mission. We hope you
agree.

I've laid out the most significant changes below.

We are increasing the number of Board positions to 10 overall, comprised
of the following:

* Three seats elected by you, the community
* Two seats to be selected by the chapters
* One Board-appointed 'Community Founder' seat
* Four 'specific expertise' seats, also to be Board-appointed

The most significant change here is probably the addition of two
chapters-selected seats. This has been under consideration for a long
time, and we are glad to finally be implementing it. We want to
acknowledge that the chapters are an important player in the fulfillment
of the Wikimedia Foundation's mission, and that they therefore deserve a
voice in the governance of the Foundation. Please note that the two
chapters-selected seats are not intended to represent the interests of
the chapters vis-a-vis the Foundation. The chapters are being asked to
pick trustees who they feel will represent the interests of the
Wikimedia Foundation, and help it fulfill its mission as well as it
possibly can.

We are also specifically naming four seats as designated for “specific
expertise.” The goal here is to add skills and capacities to the current
board. For example, we might decide to actively recruit board members
with deep non-profit governance experience, or fundraising expertise.

We are also formalizing Jimmy's role as Community Founder, by
designating a seat for that purpose.

These changes are effective today, but we will not be filling all of
these roles immediately. It will take some time -likely several months
to a year- before all the changes are implemented. Here's how that will
work:

Nothing changes immediately. The current Board membership will stay in
place, and will fill out the new roles/positions as follows:

* Three community-elected seats:
- Florence Devouard (seat up for election July 2008; then, next up for
election July 2009)
- Kat Walsh (seat up for election July 2009)
- Frieda Brioschi (seat up for election July 2009)
* Chapter-selected seats:
- Domas Mituzas, Executive Secretary (to be held until chapters make
their own appointment)
- Michael Snow (to be held until chapters make their own appointment)
* Community Founder
- Jimmy Wales (term expires December 31, 2008)
* 'Specific expertise' seats
- Jan-Bart de Vreede , Vice Chair (term expires December 31, 2008)
- Stuart West, Treasurer (term expires December 31, 2008)
- Vacant (term expires December 31, 2008)
- Vacant (term expires December 31, 2008)

The 'specific expertise' seats, and community founder seat, will be
re-appointed starting in January 2009. The chapter-selected seats will
be filled as soon as the Chapters appoint representatives. Domas Mituzas
and Michael Snow, who were originally asked to sit on the Board until
June 2008, will be extended in their seats until the chapters make their
choices.

Both the community-elected and chapter-selected seats have a duration of
two years. These seats will expire in alternating years, which means
that community-elected seats will be up for renewal on the July 1st
2009, 2011, and 2013, and chapter-selected seats will be up for renewal
on July 1st 2010, 2012, 2014, etc.

In the short-term, the next significant date for the Board is the
election for the one seat, which expires in July of this year. This is
the seat currently held by Florence Devouard. The term of that seat will
last for one year, to July 2009. This is a shorter term than normal, but
the intent is to have the three community-elected seats all line up to
one consistent election date in July 2009. You will hear more later
today from the elections committee.

Once all of these positions are in place, we trust we will have built a
strong Board that is well-positioned to safeguard the Wikimedia
Foundation's mission, and our ability to fulfill it. We hope you agree.

We know this is all pretty complicated and hard to follow, so we asked
Jay Walsh, head of communications, to put together an FAQ and a “board
makeup” graphic, intended to help make it more understandable. He'll be
posting both on the Foundation wiki in about an hour.

http://wikimediafoundation.org/wiki/Board

Thanks,
Jan-Bart de Vreede
Vice-chair, Board of Trustees

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bryan.tongminh at gmail

Apr 26, 2008, 12:26 PM

Post #2 of 189 (992 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

On Sat, Apr 26, 2008 at 9:19 PM, Jan-Bart de Vreede
<janbart [at] wikimedia> wrote:
[...] Very important things
>
> http://wikimediafoundation.org/wiki/Board
>
Professionally looking new pictures! I'll be transwikiing them to Commons.

Looks very nice. However, Jay, when linking to external sites in
single bracket mode, you don't need a pipe: [http://www.fetching.net
www.fetching.net], not [http://www.fetching.net| www.fetching.net].
WikiText can be complicated at times ;)

Bryan

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bryan.tongminh at gmail

Apr 26, 2008, 12:42 PM

Post #3 of 189 (994 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

On Sat, Apr 26, 2008 at 9:19 PM, Jan-Bart de Vreede
<janbart [at] wikimedia> wrote:
>
> The most significant change here is probably the addition of two
> chapters-selected seats. This has been under consideration for a long
> time, and we are glad to finally be implementing it. We want to
> acknowledge that the chapters are an important player in the fulfillment
> of the Wikimedia Foundation's mission, and that they therefore deserve a
> voice in the governance of the Foundation. Please note that the two
> chapters-selected seats are not intended to represent the interests of
> the chapters vis-a-vis the Foundation. The chapters are being asked to
> pick trustees who they feel will represent the interests of the
> Wikimedia Foundation, and help it fulfill its mission as well as it
> possibly can.
>
Have the details of this already been worked out? Are those two seats
divided via an election where every chapter has an X number of votes,
or is it a more consensus orientated process where all chapters
discuss together which two candidates are the best suited?

>
> Both the community-elected and chapter-selected seats have a duration of
> two years. These seats will expire in alternating years, which means
> that community-elected seats will be up for renewal on the July 1st
> 2009, 2011, and 2013, and chapter-selected seats will be up for renewal
> on July 1st 2010, 2012, 2014, etc.
>
That sounds like a good idea as the past has shown that organizing
elections is a time costly effort.

Bryan

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dgerard at gmail

Apr 26, 2008, 12:57 PM

Post #4 of 189 (992 views)
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Re: Board-announcement: Board Restructuring [In reply to]

2008/4/26 Bryan Tong Minh <bryan.tongminh [at] gmail>:

> Have the details of this already been worked out? Are those two seats
> divided via an election where every chapter has an X number of votes,
> or is it a more consensus orientated process where all chapters
> discuss together which two candidates are the best suited?

It'll be a tricky one. e.g. WM-DE is an organisation with actual money
and an employee, whereas WM-UK has existence and nothing much else.
Let's assume "details to be worked out" :-)

- d.

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paul at skenmy

Apr 26, 2008, 1:22 PM

Post #5 of 189 (990 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

On Sat, Apr 26, 2008 at 8:19 PM, Jan-Bart de Vreede <janbart [at] wikimedia>
wrote:

> Dear all,
>
> As most of you know, the Board of Trustees met at the Foundation's new
> San Francisco headquarters a few weeks ago. At that meeting, we talked
> about how best to represent the full array of community members, and how
> best to provide professional oversight for the work of the staff. As a
> result of those conversations, we're announcing today some changes to
> the makeup of the Board, and to the Board member appointment process. We
> think these are positive changes that will help the Board to safeguard
> the Wikimedia Foundation's ability to fulfill the mission. We hope you
> agree.
>
> I've laid out the most significant changes below.
>
> We are increasing the number of Board positions to 10 overall, comprised
> of the following:
>
> * Three seats elected by you, the community
> * Two seats to be selected by the chapters
> * One Board-appointed 'Community Founder' seat
> * Four 'specific expertise' seats, also to be Board-appointed
>
> The most significant change here is probably the addition of two
> chapters-selected seats. This has been under consideration for a long
> time, and we are glad to finally be implementing it. We want to
> acknowledge that the chapters are an important player in the fulfillment
> of the Wikimedia Foundation's mission, and that they therefore deserve a
> voice in the governance of the Foundation. Please note that the two
> chapters-selected seats are not intended to represent the interests of
> the chapters vis-a-vis the Foundation. The chapters are being asked to
> pick trustees who they feel will represent the interests of the
> Wikimedia Foundation, and help it fulfill its mission as well as it
> possibly can.
>
> We are also specifically naming four seats as designated for "specific
> expertise." The goal here is to add skills and capacities to the current
> board. For example, we might decide to actively recruit board members
> with deep non-profit governance experience, or fundraising expertise.
>
> We are also formalizing Jimmy's role as Community Founder, by
> designating a seat for that purpose.
>
> These changes are effective today, but we will not be filling all of
> these roles immediately. It will take some time -likely several months
> to a year- before all the changes are implemented. Here's how that will
> work:
>
> Nothing changes immediately. The current Board membership will stay in
> place, and will fill out the new roles/positions as follows:
>
> * Three community-elected seats:
> - Florence Devouard (seat up for election July 2008; then, next up for
> election July 2009)
> - Kat Walsh (seat up for election July 2009)
> - Frieda Brioschi (seat up for election July 2009)
> * Chapter-selected seats:
> - Domas Mituzas, Executive Secretary (to be held until chapters make
> their own appointment)
> - Michael Snow (to be held until chapters make their own appointment)
> * Community Founder
> - Jimmy Wales (term expires December 31, 2008)
> * 'Specific expertise' seats
> - Jan-Bart de Vreede , Vice Chair (term expires December 31, 2008)
> - Stuart West, Treasurer (term expires December 31, 2008)
> - Vacant (term expires December 31, 2008)
> - Vacant (term expires December 31, 2008)
>
> The 'specific expertise' seats, and community founder seat, will be
> re-appointed starting in January 2009. The chapter-selected seats will
> be filled as soon as the Chapters appoint representatives. Domas Mituzas
> and Michael Snow, who were originally asked to sit on the Board until
> June 2008, will be extended in their seats until the chapters make their
> choices.
>
> Both the community-elected and chapter-selected seats have a duration of
> two years. These seats will expire in alternating years, which means
> that community-elected seats will be up for renewal on the July 1st
> 2009, 2011, and 2013, and chapter-selected seats will be up for renewal
> on July 1st 2010, 2012, 2014, etc.
>
> In the short-term, the next significant date for the Board is the
> election for the one seat, which expires in July of this year. This is
> the seat currently held by Florence Devouard. The term of that seat will
> last for one year, to July 2009. This is a shorter term than normal, but
> the intent is to have the three community-elected seats all line up to
> one consistent election date in July 2009. You will hear more later
> today from the elections committee.
>
> Once all of these positions are in place, we trust we will have built a
> strong Board that is well-positioned to safeguard the Wikimedia
> Foundation's mission, and our ability to fulfill it. We hope you agree.
>
> We know this is all pretty complicated and hard to follow, so we asked
> Jay Walsh, head of communications, to put together an FAQ and a "board
> makeup" graphic, intended to help make it more understandable. He'll be
> posting both on the Foundation wiki in about an hour.
>
> http://wikimediafoundation.org/wiki/Board
>
> Thanks,
> Jan-Bart de Vreede
> Vice-chair, Board of Trustees
>
> _______________________________________________
> foundation-l mailing list
> foundation-l [at] lists
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>

Interesting changes. Do these changes affect the amount of seats available
for election in the upcoming elections? I was under the impression there
were three, but the graphics appear to indicate only a single seat is up for
election this year.

~ Paul Williams
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Anthere9 at yahoo

Apr 26, 2008, 1:29 PM

Post #6 of 189 (990 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Bryan Tong Minh wrote:
> On Sat, Apr 26, 2008 at 9:19 PM, Jan-Bart de Vreede
> <janbart [at] wikimedia> wrote:
>> The most significant change here is probably the addition of two
>> chapters-selected seats. This has been under consideration for a long
>> time, and we are glad to finally be implementing it. We want to
>> acknowledge that the chapters are an important player in the fulfillment
>> of the Wikimedia Foundation's mission, and that they therefore deserve a
>> voice in the governance of the Foundation. Please note that the two
>> chapters-selected seats are not intended to represent the interests of
>> the chapters vis-a-vis the Foundation. The chapters are being asked to
>> pick trustees who they feel will represent the interests of the
>> Wikimedia Foundation, and help it fulfill its mission as well as it
>> possibly can.
>>
> Have the details of this already been worked out? Are those two seats
> divided via an election where every chapter has an X number of votes,
> or is it a more consensus orientated process where all chapters
> discuss together which two candidates are the best suited?

The chapters read this announcement for the first time right now. The
chapters will be the ones defining this process. It is entirely up to
them to decide how they will elect the two representatives. So, no
details have been worked out.

Ant

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wikipedia at verizon

Apr 26, 2008, 1:38 PM

Post #7 of 189 (992 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Paul Williams wrote:
> On Sat, Apr 26, 2008 at 8:19 PM, Jan-Bart de Vreede <janbart [at] wikimedia>
> wrote:
>
>> We know this is all pretty complicated and hard to follow, so we asked
>> Jay Walsh, head of communications, to put together an FAQ and a "board
>> makeup" graphic, intended to help make it more understandable. He'll be
>> posting both on the Foundation wiki in about an hour.
>>
> Interesting changes. Do these changes affect the amount of seats available
> for election in the upcoming elections? I was under the impression there
> were three, but the graphics appear to indicate only a single seat is up for
> election this year.
>
There are still three elected seats, but only one up for election this
year. We couldn't shorten Kat and Frieda's terms when they were already
elected to serve until July 2009, so to allow the chapters to make their
selections it needed to be the seats Domas and I currently occupy.

For answers to additional questions relating to this announcement,
please look at the FAQ:
http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcement_Q%26A
Please take a look, although we'll certainly respond to any issues that
aren't covered there.

--Michael Snow

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paul at skenmy

Apr 26, 2008, 1:41 PM

Post #8 of 189 (992 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

On Sat, Apr 26, 2008 at 9:38 PM, Michael Snow <wikipedia [at] verizon> wrote:

> Paul Williams wrote:
> > On Sat, Apr 26, 2008 at 8:19 PM, Jan-Bart de Vreede <
> janbart [at] wikimedia>
> > wrote:
> >
> >> We know this is all pretty complicated and hard to follow, so we asked
> >> Jay Walsh, head of communications, to put together an FAQ and a "board
> >> makeup" graphic, intended to help make it more understandable. He'll be
> >> posting both on the Foundation wiki in about an hour.
> >>
> > Interesting changes. Do these changes affect the amount of seats
> available
> > for election in the upcoming elections? I was under the impression there
> > were three, but the graphics appear to indicate only a single seat is up
> for
> > election this year.
> >
> There are still three elected seats, but only one up for election this
> year. We couldn't shorten Kat and Frieda's terms when they were already
> elected to serve until July 2009, so to allow the chapters to make their
> selections it needed to be the seats Domas and I currently occupy.
>
> For answers to additional questions relating to this announcement,
> please look at the FAQ:
>
> http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcement_Q%26A
> Please take a look, although we'll certainly respond to any issues that
> aren't covered there.
>
> --Michael Snow
>
>
> _______________________________________________
> foundation-l mailing list
> foundation-l [at] lists
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>

Certainly looks like the race is going to be a lot tighter than I
anticipated this year. Should be quite interesting to see how far I end up
getting, because, to be honest, I don't see a committed board member like
Florence being outvoted.

~ Paul Williams
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wikipedia at verizon

Apr 26, 2008, 1:50 PM

Post #9 of 189 (988 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Paul Williams wrote:
> Certainly looks like the race is going to be a lot tighter than I
> anticipated this year. Should be quite interesting to see how far I end up
> getting, because, to be honest, I don't see a committed board member like
> Florence being outvoted.
>
Well, she'll have to decide whether to run. The election committee will
have more details soon I hope about how the election part will work. By
the way, if you plan to be a candidate, you might want to update your
English Wikipedia user page so that people realize you're eligible.

--Michael Snow

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paul at skenmy

Apr 26, 2008, 1:52 PM

Post #10 of 189 (994 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

On Sat, Apr 26, 2008 at 9:50 PM, Michael Snow <wikipedia [at] verizon> wrote:

> Paul Williams wrote:
> > Certainly looks like the race is going to be a lot tighter than I
> > anticipated this year. Should be quite interesting to see how far I end
> up
> > getting, because, to be honest, I don't see a committed board member
> like
> > Florence being outvoted.
> >
> Well, she'll have to decide whether to run. The election committee will
> have more details soon I hope about how the election part will work. By
> the way, if you plan to be a candidate, you might want to update your
> English Wikipedia user page so that people realize you're eligible.
>
> --Michael Snow
>
>
> _______________________________________________
> foundation-l mailing list
> foundation-l [at] lists
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>

Can you tell that enWP isn't my primary project? :P

Thank you for the heads up.

~ Paul Williams
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ktc at ktchan

Apr 26, 2008, 5:28 PM

Post #11 of 189 (974 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

On Sat, 2008-04-26 at 21:19 +0200, Jan-Bart de Vreede wrote:

> - Jimmy Wales (term expires December 31, 2008)

Can someone with access correct
http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcement so that it doesn't say 2009 and thus contradicting both this email and the foundation's own Board page? ;)

KTC

--
Experience is a good school but the fees are high.
- Heinrich Heine

Attachments:

signature.asc (0.18 KB)

cbrown1023.ml at gmail

Apr 26, 2008, 5:32 PM

Post #12 of 189 (974 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Hmm, let's let a board member update that one... they might have
extended the appointed members' terms at another meeting. ;-)

On Sat, Apr 26, 2008 at 8:28 PM, Kwan Ting Chan <ktc [at] ktchan> wrote:
> On Sat, 2008-04-26 at 21:19 +0200, Jan-Bart de Vreede wrote:
>
> > - Jimmy Wales (term expires December 31, 2008)
>
> Can someone with access correct
> http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcement so that it doesn't say 2009 and thus contradicting both this email and the foundation's own Board page? ;)
>
> KTC
>
> --
> Experience is a good school but the fees are high.
> - Heinrich Heine
>
> _______________________________________________
> foundation-l mailing list
> foundation-l [at] lists
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>
>

--
Casey Brown
Cbrown1023

---
Note: This e-mail address is used for mailing lists. Personal emails sent to
this address will probably get lost.

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nawrich at gmail

Apr 26, 2008, 7:55 PM

Post #13 of 189 (974 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

I'll be curious to see how the various chapters determine amongst
themselves, without guidance for the board, how to select the two board
members allocated to them. Will they use the existing inter-chapter
structure, the Chapters Committee, to coordinate discussion? I'm also
curious as to the rationale for this change -- have the two chapter seats
been created because it was felt that the non-English project participants
have been under-represented in past elections? Do their members vote at
lower rate of participation than the English project members? I'm assuming
that all the folks who might participate in local chapters continue to have
a vote for the community seats, so will the net effect be that their
individual votes are the equivalent of some multiple of a vote from a
community member without a representative chapter?

Nathan

On 4/26/08, Casey Brown <cbrown1023.ml [at] gmail> wrote:
>
> Hmm, let's let a board member update that one... they might have
> extended the appointed members' terms at another meeting. ;-)
>
>
> On Sat, Apr 26, 2008 at 8:28 PM, Kwan Ting Chan <ktc [at] ktchan> wrote:
> > On Sat, 2008-04-26 at 21:19 +0200, Jan-Bart de Vreede wrote:
> >
> > > - Jimmy Wales (term expires December 31, 2008)
> >
> > Can someone with access correct
> >
> http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcementso that it doesn't say 2009 and thus contradicting both this email and the
> foundation's own Board page? ;)
> >
> > KTC
> >
> > --
> > Experience is a good school but the fees are high.
> > - Heinrich Heine
> >
>
> > _______________________________________________
> > foundation-l mailing list
> > foundation-l [at] lists
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
> >
> >
>
>
>
>
> --
> Casey Brown
> Cbrown1023
>
> ---
> Note: This e-mail address is used for mailing lists. Personal emails sent
> to
> this address will probably get lost.
>
>
> _______________________________________________
> foundation-l mailing list
> foundation-l [at] lists
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>
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swatjester at gmail

Apr 26, 2008, 9:29 PM

Post #14 of 189 (961 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Correct me if I'm wrong, but I think the rationale was explained: The
Board wants the Chapters to have more involvement in the governance of
the foundation, and since the chapters presumably would know good
candidates for the board (as they'd probably have already identified
some as candidates for their own boards) the move benefits both Board
and Chapters. Presumably, these would be something like "appointed
community seats" as opposed to "elected community seats".

-Dan
On Apr 26, 2008, at 10:55 PM, Nathan wrote:

> I'll be curious to see how the various chapters determine amongst
> themselves, without guidance for the board, how to select the two
> board
> members allocated to them. Will they use the existing inter-chapter
> structure, the Chapters Committee, to coordinate discussion? I'm also
> curious as to the rationale for this change -- have the two chapter
> seats
> been created because it was felt that the non-English project
> participants
> have been under-represented in past elections? Do their members vote
> at
> lower rate of participation than the English project members? I'm
> assuming
> that all the folks who might participate in local chapters continue
> to have
> a vote for the community seats, so will the net effect be that their
> individual votes are the equivalent of some multiple of a vote from a
> community member without a representative chapter?
>
> Nathan
>
> On 4/26/08, Casey Brown <cbrown1023.ml [at] gmail> wrote:
>>
>> Hmm, let's let a board member update that one... they might have
>> extended the appointed members' terms at another meeting. ;-)
>>
>>
>> On Sat, Apr 26, 2008 at 8:28 PM, Kwan Ting Chan <ktc [at] ktchan>
>> wrote:
>>> On Sat, 2008-04-26 at 21:19 +0200, Jan-Bart de Vreede wrote:
>>>
>>>> - Jimmy Wales (term expires December 31, 2008)
>>>
>>> Can someone with access correct
>>>
>> http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcementso
>> that it doesn't say 2009 and thus contradicting both this email
>> and the
>> foundation's own Board page? ;)
>>>
>>> KTC
>>>
>>> --
>>> Experience is a good school but the fees are high.
>>> - Heinrich Heine
>>>
>>
>>> _______________________________________________
>>> foundation-l mailing list
>>> foundation-l [at] lists
>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>>>
>>>
>>
>>
>>
>>
>> --
>> Casey Brown
>> Cbrown1023
>>
>> ---
>> Note: This e-mail address is used for mailing lists. Personal
>> emails sent
>> to
>> this address will probably get lost.
>>
>>
>> _______________________________________________
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wikipedia at verizon

Apr 26, 2008, 9:51 PM

Post #15 of 189 (970 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

wikipedia at verizon

Apr 26, 2008, 10:07 PM

Post #16 of 189 (973 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Michael Snow wrote:
> For answers to additional questions relating to this announcement,
> please look at the FAQ:
> http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcement_Q%26A
>
One question has been raised privately that's not covered, and I think
is worth explaining: With 10 seats planned, did the board take into
consideration the possibility that this could result in a deadlock?

The answer is that we did touch on the issue in our discussions, but
concluded it was a relatively minor concern at this point. For one
thing, a 5-5 vote would fail to pass whatever is being voted on,
appropriately so. Working toward agreement is usually better, to me a
measure with that kind of opposition is a sign that problems need to be
worked out before moving forward with it. For another thing, as the
membership of the board changes, inevitably the numbers will change
between odd and even at various points. Right now we have eight members,
in fact, but we certainly didn't want to wait longer to add a treasurer
just because that's an even number.

--Michael Snow

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wikipedia at verizon

Apr 26, 2008, 10:12 PM

Post #17 of 189 (975 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Kwan Ting Chan wrote:
> On Sat, 2008-04-26 at 21:19 +0200, Jan-Bart de Vreede wrote:
>
>> - Jimmy Wales (term expires December 31, 2008)
>>
> Can someone with access correct
> http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcement so that it doesn't say 2009 and thus contradicting both this email and the foundation's own Board page?
Sorry about that, I just fixed it. Jimmy's term expires at the end of
this year; the same is true for Jan-Bart and Stu; it also would apply to
anyone else appointed in the near future specifically for their expertise.

--Michael Snow

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brianna.laugher at gmail

Apr 26, 2008, 11:35 PM

Post #18 of 189 (972 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Hi,

I had the impression that Florence's "elected" position had been
converted into an "appointed" one. But now I see it is listed as a
community one.

Will the Board look to the community first to fill the appointed
'expertise' seats? (I understand in many, probably most cases, that
expertise + willingness may not exist.)

Under this new structure, will it be possible that community-elected
positions may be converted to board-appointed? (Expert in the
community?)

Are the 'specific expertise' seats going to be for specifically named
areas of expertise?

Community Founder seat seems to be locking Jimmy into the Board for,
well, indefinitely. Presumably he is happy with that, but it will mean
the rules need to be changed when he can't do it any more, right?
(Yer, maybe decades from now :))
I mean, there are no other people in the community, and there never
will be, who fufil the role of "community founder". What is the point
of "formalizing Jimmy's role as Community Founder" - why not just make
his seat one of the Board appointed ones?

It will be interesting to see how the chapter seats play out.

regards,
Brianna

--
They've just been waiting in a mountain for the right moment:
http://modernthings.org/

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gerard.meijssen at gmail

Apr 27, 2008, 12:07 AM

Post #19 of 189 (973 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Hoi,
The seat occupied by Anthere was changed in order to be up for re-election a
year later. It has always been a community seat. The motivation was that
being the chair and the amount of instability at the time, it gives the
board of trustees a little more needed stability.

Jimmy IS in a class of its own. I am convinced that when his seat were a
"community seat" he would easily keep his position. On the other hand his
influence and support makes a world of a difference to Wikipedia and the
Wikimedia Foundation. If he occupies the "community founder" seat and does
this as well as he has done so far, I would not begrudge him not to have to
stand for elections. When you compare his seat with the "specific expertise"
seats, it is hard to express what exact expertise makes Jimmy qualify, I
think that his constant involvement from the start and his intimate
awareness of much what goes on gives him this "specific expertise". In the
end by giving him the "community founder" seat, you express his unique
position that qualifies him as an expert and recognises his position in the
community.
Thanks,
GerardM

On Sun, Apr 27, 2008 at 8:35 AM, Brianna Laugher <brianna.laugher [at] gmail>
wrote:

> Hi,
>
> I had the impression that Florence's "elected" position had been
> converted into an "appointed" one. But now I see it is listed as a
> community one.
>
> Will the Board look to the community first to fill the appointed
> 'expertise' seats? (I understand in many, probably most cases, that
> expertise + willingness may not exist.)
>
> Under this new structure, will it be possible that community-elected
> positions may be converted to board-appointed? (Expert in the
> community?)
>
> Are the 'specific expertise' seats going to be for specifically named
> areas of expertise?
>
> Community Founder seat seems to be locking Jimmy into the Board for,
> well, indefinitely. Presumably he is happy with that, but it will mean
> the rules need to be changed when he can't do it any more, right?
> (Yer, maybe decades from now :))
> I mean, there are no other people in the community, and there never
> will be, who fufil the role of "community founder". What is the point
> of "formalizing Jimmy's role as Community Founder" - why not just make
> his seat one of the Board appointed ones?
>
> It will be interesting to see how the chapter seats play out.
>
> regards,
> Brianna
>
>
> --
> They've just been waiting in a mountain for the right moment:
> http://modernthings.org/
>
> _______________________________________________
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> foundation-l [at] lists
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
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wikipedia at verizon

Apr 27, 2008, 12:25 AM

Post #20 of 189 (974 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Brianna Laugher wrote:
> Will the Board look to the community first to fill the appointed
> 'expertise' seats? (I understand in many, probably most cases, that
> expertise + willingness may not exist.)
>
We consciously avoided calling them "external experts" for that reason.
The priority for those positions is the expertise, though. A marginally
qualified candidate from the community would not take precedence over a
fully qualified "outsider". But in case of similarly qualified
candidates, someone from the community would have the advantage by being
familiar with the culture already.
> Under this new structure, will it be possible that community-elected
> positions may be converted to board-appointed? (Expert in the
> community?)
>
Depends what you mean. In the bylaws amendments that will implement this
plan, we are specifically providing that a majority of the positions
(not counting Jimmy) are to be selected by the community/chapters. The
structure as outlined is 5 and 4 (3+2=5 community seats, 4 expertise
seats, and Jimmy), so no, the position itself could not be changed in
this fashion.

If you're referring only to the person, someone who was once elected
could later be given an appointed position. That depends on whether the
person has expertise of the kind the board is looking to appoint. Nobody
can occupy two seats at once, though.
> Are the 'specific expertise' seats going to be for specifically named
> areas of expertise?
>
We'll be reviewing exactly what expertise the foundation most needs on
the board. It's possible that this may change over time, so we may not
want to attach an area of expertise permanently to a specific seat. It
also remains to be seen what expertise comes out of the selections by
the community and the chapters.
> Community Founder seat seems to be locking Jimmy into the Board for,
> well, indefinitely. Presumably he is happy with that, but it will mean
> the rules need to be changed when he can't do it any more, right?
> (Yer, maybe decades from now :))
> I mean, there are no other people in the community, and there never
> will be, who fufil the role of "community founder". What is the point
> of "formalizing Jimmy's role as Community Founder" - why not just make
> his seat one of the Board appointed ones?
>
This is touched on in the FAQ, but maybe the reasons for it aren't fully
explained. The distinction is partly because of the balance outlined
above, by which a majority of the board would come from the community in
one way or another. It would be ridiculous and insulting to say that
Jimmy is not from the community, but it's also desirable not to have the
community majority depend on him always being around, so he's set aside
as a special case. Jimmy can of course resign anytime he wants to, and
the board can choose not to renew his term if it wants to, but in either
scenario the seat disappears.

--Michael Snow

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notafishz at gmail

Apr 27, 2008, 12:55 AM

Post #21 of 189 (972 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

On Sun, Apr 27, 2008 at 4:55 AM, Nathan <nawrich [at] gmail> wrote:
> I'll be curious to see how the various chapters determine amongst
> themselves, without guidance for the board, how to select the two board
> members allocated to them. Will they use the existing inter-chapter
> structure, the Chapters Committee, to coordinate discussion?

Just to clarify one point, the chapters committee is not an
inter-chapter structure, but a committee appointed by the Board of
Trustees of the Wikimedia Foundation, which lends a hand to the Board
and chapters coordinator (myself) on the Foundation side, as well as
helps new and existing chapters when it comes to chapters matters.

Its main task in the past months has been the guidance of new would-be
chapters in their first steps towards officialisation as Wikimedia
chapters.

Cheers,

Delphine

--
~notafish
http://blog.notanendive.org

NB. This gmail address is used for mailing lists. Personal emails sent
to this address will probably get lost.

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Anthere9 at yahoo

Apr 27, 2008, 3:07 AM

Post #22 of 189 (972 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Brianna Laugher wrote:
> Hi,
>
> I had the impression that Florence's "elected" position had been
> converted into an "appointed" one. But now I see it is listed as a
> community one.

Yes, it is mostly a simplification to "describe" things. In a similar
way, Domas and Michael are now "chapter seat". Transitional glitches :-)

> Will the Board look to the community first to fill the appointed
> 'expertise' seats? (I understand in many, probably most cases, that
> expertise + willingness may not exist.)
>
> Under this new structure, will it be possible that community-elected
> positions may be converted to board-appointed? (Expert in the
> community?)
>
> Are the 'specific expertise' seats going to be for specifically named
> areas of expertise?

All good questions.
Here is the background:
* Some board members agree that we need "external experts" to cast a
different light on things, provide a different approach (eg, Jan-Bart)
* Most (all ?) board members agree that we need certain skills on the
board, to fullfill our fiduciary role (eg, fundraising, finances, legal
etc..). And notice that these skills are not necessarily brought by
community elections, hence the need *for the board* to have the ability
to appoint additional people when necessary (eg, Stu)
* At the same time, some members feel that the organization must stay
under control of the editing community
* And some members fear that the organization could be "taken over" by
powerful forces if there are no safegards regarding community involvement

In the current system, community+chapter seats represent half of the
board, and may prevent any take over by external forces. Which leave a
rather large independance to the board to appoint *external* experts as
needed. The experts may be from the community or may be external. There
is no obligation to first look outside, nor in the community. The
primary lead will be the skill needed.

Every year, after the elections (community or chapter), a nominating
committee will meet and decide which skillsets are missing on the
*current* board (the one with brand new members). After missing skills
are identified, this committee will look for candidates to provide these
specific skills. I do not think a "seat" will be associated to a
specific expertise since the expertise missing may change every year and
since a board member can bring different skills in the plate (eg, Stuart
is both bringing business and finances skills).

May someone from the community be appointed for "community" expertise ?
Probably not. We traditionally have never lacked community expertise,
and the new system with 5 elected will probably just go on bringing
community expertise. As a consequence, it is much more likely that these
four seats will bring other types of expertise entirely.

Incidently, note that chapters may very well elect as representatives
someone who is not a chapter member, or even who may not be a real
community member. That's up to them.

I guess the transparent question is "would Florence be appointed as
community expert". I am fully sure the answer is no.

> Community Founder seat seems to be locking Jimmy into the Board for,
> well, indefinitely. Presumably he is happy with that, but it will mean
> the rules need to be changed when he can't do it any more, right?
> (Yer, maybe decades from now :))
> I mean, there are no other people in the community, and there never
> will be, who fufil the role of "community founder". What is the point
> of "formalizing Jimmy's role as Community Founder" - why not just make
> his seat one of the Board appointed ones?

I tend to agree with you that the Community Founder seat locks Jimbo in
that seat for probably forever, which, imho, is not good. But this was
the best consensus we could agree on.

The main problem is that for the past, at least, year, we have struggled
as to whether Jimbo had a "community" seat or an "appointed" seat.
As for me, I find really hard to call "community" seat the seat of
someone who has never been elected, who never will, and who has a
special position in the community. Jimbo, however, felt really really
wrong to be considered "external" (which is totally fair as well). The
problem is that our bylaws explicitely said "majority of board members
from the community". Was Jimbo to be counted as such or not ?

In the new scheme, Jimbo could not be put in the "chapter seats" (he may
have not be elected), he could not be put in the "community seats", but
he could not be put in "special expertise" seat either (he is not
particularly bringing any of the expertises we have listed as necessary).

So, we got this solution out of the hat ;-)
Whenever he does not want to be on anymore, he can just resign and this
seat will automatically cease to exist (so, there is no need to change
any rule).

> It will be interesting to see how the chapter seats play out.

ya

ant

> regards,
> Brianna
>
>

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Anthere9 at yahoo

Apr 27, 2008, 3:26 AM

Post #23 of 189 (972 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Nathan wrote:
> I'll be curious to see how the various chapters determine amongst
> themselves, without guidance for the board, how to select the two board
> members allocated to them. Will they use the existing inter-chapter
> structure, the Chapters Committee, to coordinate discussion? I'm also
> curious as to the rationale for this change -- have the two chapter seats
> been created because it was felt that the non-English project participants
> have been under-represented in past elections? Do their members vote at
> lower rate of participation than the English project members? I'm assuming
> that all the folks who might participate in local chapters continue to have
> a vote for the community seats, so will the net effect be that their
> individual votes are the equivalent of some multiple of a vote from a
> community member without a representative chapter?
>
> Nathan

have the two chapter seats been created because it was felt that the
non-English project participants have been under-represented in past
elections?

> Absolutely and most explicitely not.
First, let me remind you that there is a UK chapter and an Australian
chapter, who will weight in the elections. We also recommand that a new
US chapter be created in the future, even if that implies special
policies to define their relationships with WMF.
Second, chapters may perfectly decide to appoint english-native as their
representant.
Third, with only one seat open for elections this year and usually a 2/3
majority of english-native voters, I'd say this year elections will
probably be painful for everyone.

The chapter seats comes from several considerations.
Essentially, the mission of the WMF is to work in coordination with a
network of chapters. The mission is shared between all of our
organizations, and the WMF controls certain assets needed by the
chapters (trademarks), which made the partnership a certain one-sided
collaboration. Providing seats to chapters is both a way to foster a
real coordination between all of our organizations, and a way to
recognize the chapter role in the great scheme of things.

Side benefit is that chapters also may understand better than community
some of the organization needs and as such bring interesting missing and
different expertise. I'd say it will enrich things in bringing a
different viewpoint that editing community. Our community is not only
about editing the projects, it is also about promoting them to the
public, answering the press, dealing with the various legal complaints,
discussing with government to push for better laws, seeking funds,
organizing Wikimania or Academies, producing DVDs, implementing tech
features, etc...
Many of these things are largely handled by chapters or chapters-to-be.
So, it seems fair to recognise them as stakeholders as well.

I think that for a certain time, it will make very little difference to
what would have happened. If you look at past elections, many elected
were actually chapter board members (Florence, Frieda, Oscar)

> I'm assuming that all the folks who might participate in local
chapters continue to have a vote for the community seats, so will the
net effect be that their individual votes are the equivalent of some
multiple of a vote from a community member without a representative chapter?

Some chapter members are not community members, so will not have a vote
to the general elections. As for chapter selection, we still do not know
how it will be organized (will all members vote ? will only board vote ?
Or chair ? Or what ? they may also decide that those voting at these
elections will not vote at the other elections ? We just do not know yet)

Ant

> On 4/26/08, Casey Brown <cbrown1023.ml [at] gmail> wrote:
>> Hmm, let's let a board member update that one... they might have
>> extended the appointed members' terms at another meeting. ;-)
>>
>>
>> On Sat, Apr 26, 2008 at 8:28 PM, Kwan Ting Chan <ktc [at] ktchan> wrote:
>>> On Sat, 2008-04-26 at 21:19 +0200, Jan-Bart de Vreede wrote:
>>>
>>> > - Jimmy Wales (term expires December 31, 2008)
>>>
>>> Can someone with access correct
>>>
>> http://wikimediafoundation.org/wiki/Board_of_Trustees/Restructure_Announcementso that it doesn't say 2009 and thus contradicting both this email and the
>> foundation's own Board page? ;)
>>> KTC
>>>
>>> --
>>> Experience is a good school but the fees are high.
>>> - Heinrich Heine
>>>
>>> _______________________________________________
>>> foundation-l mailing list
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>>>
>>>
>>
>>
>>
>> --
>> Casey Brown
>> Cbrown1023
>>
>> ---
>> Note: This e-mail address is used for mailing lists. Personal emails sent
>> to
>> this address will probably get lost.
>>
>>
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brianna.laugher at gmail

Apr 27, 2008, 7:20 AM

Post #24 of 189 (960 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

2008/4/27 Florence Devouard <Anthere9 [at] yahoo>:
> Incidently, note that chapters may very well elect as representatives
> someone who is not a chapter member, or even who may not be a real
> community member. That's up to them.

Right, so "the chapters" should decide first
* what constitutes "the chapters" (members of internal? chapter
boards? chapter members?)
* what the method that the chapters will use to choose candidates will
be (with no constraints at all??)
and then
* carry out the choosing of candidates according to the method they chose

And there's no kind of timeline or deadline for all this?
And they could simply choose, say, to pick the top 2 failed candidates
from the most recent community election?

Given that the seats are called chapters but "the two
chapters-selected seats are not intended to represent chapters'
self-interest"... It looks a little bit to me like the Board is
pushing off the task of appointing Board members from the community,
to "the chapters".
Which may be an entirely good idea... but like Effietsanders, I (as a
community member) am also rather surprised to only hear of it when
it's all decided and done.

If the chapters are choosing community seats, I guess it may be
appropriate for the community to have some input into that method.
(You know -- if the chapters decide that would be good.)

> I guess the transparent question is "would Florence be appointed as
> community expert". I am fully sure the answer is no.

Well, that's something of a shame, because in my experience you've
been an active, hard-working and responsive board member.

which reminds me of your earlier comment:

> * And some members fear that the organization could be "taken over" by
> powerful forces if there are no safegards regarding community involvement

(Ironic...
We are happy to let the content in the world's top reference source be
decided by anyone who puts their hand up, but not the governance nub
of same.
When do we under- and when do we over-estimate our own power?)

With the recent professionalisation of WMF - massively expanded staff,
and the end of the "working Board", is this fear still well-founded?
(if it ever was)

Actually... does this mean that community elected positions are no
longer subject to ultimate Board approval? I thought that was the
safeguard.

Finally,
does this Board update affect the Advisory Board?

cheers,
Brianna

--
They've just been waiting in a mountain for the right moment:
http://modernthings.org/

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cimonavaro at gmail

Apr 27, 2008, 8:12 AM

Post #25 of 189 (961 views)
Permalink

Re: Board-announcement: Board Restructuring [In reply to]

Dan Rosenthal wrote:
> Correct me if I'm wrong, but I think the rationale was explained: The
> Board wants the Chapters to have more involvement in the governance of
> the foundation, and since the chapters presumably would know good
> candidates for the board (as they'd probably have already identified
> some as candidates for their own boards) the move benefits both Board
> and Chapters. Presumably, these would be something like "appointed
> community seats" as opposed to "elected community seats".
>
>

I think that is all clear. What is not clear, however, is what
precisely is the quality the chapters activists have that
for example, OTRS volunteers, developers, the admin /
bureaucrat / steward class, the arbitrator committees
of the various projects, or any number of other special
group within Wikimedians does not have.

As I queried earlier, is it the intention that in the future
there will also be earmarked seats for developers, OTRS
members etc.

I do not question the good sense of the people in the
chapters, but I question the implication that for instance
our developers don't have an equal amount of good sense.

Jussi-Ville Heiskanen, AKA. Cimon Avaro

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