User:Nosebagbear/Bylaw proposals

Disclosure: writer Nosebagbear has actively engaged on the discussion page of the proposed bylaw changes

On the 7th October, the Board of the Wikimedia Foundation published a number of proposed bylaw changes for community discussion. The theoretical deadline for discussion was the 26th October, prior to this edition being published, however as of time of writing, the consultation period had not formally been concluded. Any editors wishing to participate are advised to do so rapidly in lieu of a new updated timeline being provided (as requested by a number of participants). The Board Governance Committee (BGC) were scheduled to meet on the 27th October.

Some proposals have been formally clarified in the discussion page, others have clarifications offered by Board trustees, but not speaking on behalf of the whole Board. Where relevant, the latter category shall be noted.

Overview table
''Summary of Bylaw proposals provided by WMF, with minor additional clarifications on trustee numbers added

A full revision comparison of the specific bylaw texts can be see at the bylaw proposals page, as created by editor Laurentius.

Board structure
The most immediate change would be a 60% increase in the (target) Board size, at 16. This would reduce to 15 in the event of the Founder's seat ceasing to be filled. This slightly increases the appointed proportion (43.75% compared to the current 40%). The Board Expansion resolution and indicate this was heavily due to a workload overwhelming a limited number of trustees, including a need to sit on multiple committees. There was also a desire to be able to add "additional experience, skills and diversity on the Board".

One of the two most-discussed proposals, the bylaw changes would remove the requirement for a majority of the Board (excluding the Founder seat) to be community/affiliate-selected. While the breakdown given in the overview would remain the norm/target, this is designed to provide more flexibility in the event of loss of Community representatives (due to resignations etc). However, upon issues being raised that the bylaws could permit a format of 1 Community trustee, 1 Founder trustee, and 7 appointed trustees, Amanda Keton (WMF General Counsel) agreed that was "a bug" and would raise the issue with the BGC.

The current "community-selected" and "affiliate-selected" seats will be merged into a single category. Jimmy Wales' Founder trustee seat will be retained at this point. In discussion about a potential change to a non-voting seat, Jimmy Wales stated that In the long run, as is well known, I think of my position in terms of desiring that my role be limited to "the right to be consulted, the right to encourage, the right to warn". That's consistent with a permanent non-voting observer seat.

Trustee selection
Currently the most discussed proposal, the bylaws would be amended from "Community-selected" - the Board approving candidates selected by votes of the Community (subject to them meeting legal requirements) to "Community-sourced". The WMF had indicated that they specifically wanted the bylaws confirmed before expanding the discussion into defining exactly what "Community-sourced" would mean. Concerns have been raised in relation to the potential for the Board to make choices other than the top-x number of candidates by votes. Individual trustees have stated that community voting will definitely remain part of the process.

The Board has also proposed a Board candidate rubric for evaluating potential trustees. It is unclear whether this would be candidates for all positions or purely appointed members; and were it applied to elected positions, would it be a guideline for voters or a filter applied by the Board. The rubric includes 4 experience sections: Wikimedia experience, board experience, executive experience, subject matter experience and 4 diversity sections: background, geography, language, political system experience.

Staff officers
Primarily administrative changes, the appreciable changes are that position of "Executive Director" becomes "Chief Executive Officer" and a formalisation of the functional current process, where the CEO would attend all Board meetings except where there would be a conflict of interest (e.g. performance or pay). Board member Raystorm has noted that concerns on phrasing risking confusion about circumstances under which the Board would ever be able to meet without the CEO present were valid, and would be taken to the BGC.