It looks like the Board ignored the feedback, and also just decided not to
tell anyone about that until a month and a half after the decision was
finalized. The bylaws changes were implemented on December 9, according to
the resolution text.
Those "loopholes" people mentioned are still there (the change from precise
numbers to "As many as" eight community/affiliate seats, and the bylaws no
longer mentioning community voting), with the addition of at least one new
one. The change from "A majority of the Board Trustee positions, without
counting the Community Founder Trustee position, shall be selected or
appointed from the Affiliates collectively and the community." to "The
Board shall not appoint a new Board-selected trustee if it would cause the
Board-selected Trustees to outnumber the Community- and Affiliate-selected
Trustees." The differences include:
(a) Previously, having an equal number of community/affiliate and appointed
seats was not okay, community/affiliate seats had to outnumber appointed
seats. Now, the bylaws are fine with adding an appointed member even if it
brings their number up to that of the community/affiliate seats, so long as
it doesn't go past that number. (Note that "Board-selected" is a separate
category from the Founder seat.)
(b) The Board is permitted to let community/affiliate terms expire (or
remove members outright), not appoint new ones (remember, "as many as" is
now the text), and then since the appointed seats already outnumber the
community/affiliate seats, the Board is permitted to add new appointed
members anyway ("if it would _cause_ [...] to outnumber", presumably
doesn't apply if they were already outnumbered). At that point, of course,
the remaining Board could just change the bylaws to change the numbers and
make itself entirely self-perpetuating, but it wouldn't even have to.
It does not matter in the slightest how effective the Board is, if it is
not a Wikimedia Board.
I don't know what will happen now, but I think it is quite clear that, if
we make it out of this, we can no longer leave the Board in such a
precarious situation as we had with four of ten members appointed, or with
the legal model being that of self-perpetuation. The Board must be
accountable to the movement, and the Board must not
<https://meta.wikimedia.org/wiki/User:Yair_rand/WMF_membership_proposal>
have the legal ability to take that away.
-- Yair Rand
בתאריך יום ה׳, 21 בינו׳ 2021 ב-12:15 מאת María Sefidari <
ma...@wikimedia.org>:
> Hi everyone,
>
> The Board has discussed and approved some governance improvements in two
> recent meetings, on December 9 and January 8. As the governing body for the
> Wikimedia Foundation, we want to improve our capacity, performance, and
> representation of the movement’s diversity. We have amended the Bylaws in
> support of that goal. Please check the details in the announcement
> published on Meta and on the Diff blog:
>
>
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/January_2021_-_Approval_of_Bylaws_amendments_and_upcoming_call_for_feedback_about_the_selection_of_new_trustees
>
>
> https://diff.wikimedia.org/2021/01/21/approval-of-bylaws-amendments-and-upcoming-call-for-feedback-about-the-selection-of-new-trustees/
>
> Kind regards,
>
> María
>
> --
>
> María Sefidari Huici
>
> Chair of the Board
>
> Wikimedia Foundation <https://wikimediafoundation.org/>
>
>
>
>
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