Board of Trustees/Restructure Announcement

Originally distributed April 26, 2008 19:00 UTC

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 [//upload.wikimedia.org/wikipedia/foundation/b/b2/BOARD_RESTRUCTURE_FINAL_April_2008.pdf “board makeup” graphic], intended to help make it more understandable. He'll be posting both on the Foundation wiki in about an hour.

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