Talk:Democratizing the Wikimedia Foundation

Pagename change

The page should be renamed to something like Improving WMF governance. This is not about 'democratizing' per se, as noted on wikimedia-l. Most of the changes are to implement better governance practices generally. You could have a section on "democratizing" on such a page. –SJ talk  19:04, 2 November 2012 (UTC)

The current page title ("Democratizing the Wikimedia Foundation") seems like a nice complement to Liberating wikimediafoundation.org. (o:

Yeah, both pages should probably be moved. Maybe a pseudo-namespace ("Bored/"?)? Dunno. --MZMcBride (talk) 23:14, 2 November 2012 (UTC)

-1, per wikimedia-l thread (Lodewijk). --Nemo 00:03, 3 November 2012 (UTC)

Good point by Sj. Also: I that like the concept of the "Wikimedia movement" as primary actor, with "Wikimedia Foundation" as one of its agents. <3, Groupuscule (talk) 02:46, 3 November 2012 (UTC)

Agree with SJ - let's make the name less dramatic and more precise. Even so, there are good ideas in here, so for now, I will ignore the revolutionary title and add some comments. But do hope the name can be changed in the direction of precision. Bishdatta (talk) 05:23, 3 November 2012 (UTC)

Disagree with SJ :) I think 'governance' is too broad and vague for most people to grasp. While you may have a clear picture with it, I think many don't. Personally I feel that while 'democratizing' sounds a little dramatic, that is OK - it challenges people a little to think about it in another way. Effeietsanders (talk) 10:00, 3 November 2012 (UTC)

Link suggestions to existing models for clarity

It would be helpful to use existing models as points of reference: comparing current WMF practice to that of other entities in the movement or others that we know : this reduces the chance of misunderstanding. –SJ talk  19:04, 2 November 2012 (UTC)

Well, most of them seem self-evident: chapters are democratic by definition; they're associations and, if registered charities, they have additional controls in most democratic/civil countries. So, if one looks at the proposals:

1. "Bylaw amendment consulting phase": not needed, it requires members majority or supermajority;
2. "Involving community in Board appointment procedure": as above + board is elected + exceptions are in bylaws;
3. "Transparent agenda-setting": usually defined in bylaws (mandatory in Italy, for instance);
4. Communication and language: not a problem, chapter members have at least one common language (except WMCH?) and anyway everyone is closer (subsidiarity!).

And yes, it's quite true that quite often on WMF's end there are obvious difficulties at understanding how a (democratic) association works, e.g. when chapters are asked to sign agreements which are against their bylaws or obviously require an assembly resolution. --Nemo 00:20, 3 November 2012 (UTC) P.s.: I've added an example, anyway. Maybe boardwiki needs to be merged to Meta? ;-)

After a brief glance, the practices being complained about are industry-standard practices, and some of the questions (Q: Who sets the Board's agenda?) indicate that the users don't know anything about running a charitable organization (A: Determining the overall direction for a meeting is always the job of a board's president; the secretary is responsible for organizing and distributing it; and any member can propose changes to the agenda at the start of any meeting).

Given the apparent level of expertise, it seems unlikely to me that the people here will be able to make suggestions that are actually an improvement over standard practices. WhatamIdoing (talk) 21:00, 6 November 2012 (UTC)

Your answer, on the other hand, demonstrates naïvety. This page is about practical stuff, not theoretics. --Nemo 00:32, 7 November 2012 (UTC)

I am willing to agree that it would be sensible to get advice from people who know something about "practical stuff", like how a Board meeting agenda gets written, rather than people with theoretical or idealistic goals, like "greater transparency". I'm not seeing any evidence that such people are involved, however. WhatamIdoing (talk) 17:54, 7 November 2012 (UTC)

I don't think it useful to question the experience of the commenters on the page – a number of commenters have actively served or are currently serving on boards; on the other hand the WMF tries sometimes to be different than the typical organisation, so when it comes to board practices that are more open and democratic than the standard of other organisations, one should be open to ideas that do not come from the practice standard at other organisations. –Bence (talk) 18:39, 7 November 2012 (UTC)

I think it appropriate to find out what the level of domain knowledge is. Running a non-profit organization isn't just a matter of common sense. The industry-standard practices have been developed over decades by thousands of smart, experienced people (and their specialized attorneys). It is extremely unlikely that people with zero experience or knowledge of even the most basic issues of Board governance will be able to improve on standard practice. WhatamIdoing (talk) 17:56, 8 November 2012 (UTC)

Just exactly what industry-standard practices are you talking about here? My (probably limited) experience of non-profits and governance tells me that there is no such thing as "industry-standard practices" on an international level, but I may be mistaken. I'll be glad to learn what your industry of reference exactly is. notafish }<';> 23:11, 8 November 2012 (UTC)

The industry in question is the non-profit "industry", and it definitely has some standard practices. These include, for example, having the executive director in charge of the staff, and the Board in charge of the ED, and the regular volunteers in charge of none of the paid staff. WhatamIdoing (talk) 19:46, 9 November 2012 (UTC)

Hi, thanks. This does not really answer my question, but I guess it'll do. So, my experience is that the "non-profit" industry has extremely different standards in different countries. Cultural, but also legal and practical. So while I understand some of your objections, If find the blanket statement of "people who are participating in this conversation know nothing about non-profits" a bit far fetched. As a matter of fact, many of the people who have been participating in this conversation have experience both in non-profits in their respective country and in organisational matters at Wikimedia in general. This said, if there is a rulebook somewhere, that you are referring to for "standards", I'd be happy to have a link or pointer to it, so we can all learn. Best. notafish }<';> 14:02, 12 November 2012 (UTC)

If you want a list of books, the ones with the best reputations are listed at http://www.boardsource.org in their online store. WhatamIdoing (talk) 22:13, 13 November 2012 (UTC)

Books, which, of course, you have all read. None of those seem to tackle an international organisation remotely ressembling our size and scope. notafish }<';> 07:48, 14 November 2012 (UTC)

As a point of reference: we talked about Boardsource in particular during the recent WMF board retreat, and noted that despite our early enthusiasm for learning from them (as an organization), there was only so much overlap between our needs and their experience. In particular: some of the important governance methods we prefer, including intensive community involvement in strategy / planning / policy-making / review, are quite outside the direct experience of most non-profits. I do think we should start working closely with groups of similar volunteer-density, size, and scope; but we can count those organizations and may need to talk to them directly. –SJ talk  05:59, 20 November 2012 (UTC)

Board Governance Committee

While I appreciate that a Board Governance Committee has been formed, I would like to emphasize that in this case I'd like to have the discussions here in public as much as possible. The members of this committee are very welcome to join in that discussion, and of course as well to have a discussion on themselves. However, any outcome of this discussion (if it is a specific proposal) should be imho a proposal to the board to make a decision on (of course it is up to the board how they take that decision). Any preparatory discussions can happen as much as possible here in public. I also hope we're careful with responses like 'this should be discussed by the Board Governance Committee' because it at least sounds like you would want to stop the discussion here, and make us feel good about it while in practice nothing will happen. I'm totally happy with the Committee having that discussion, but I hope that will not stop us having the discussion here. Effeietsanders (talk) 10:06, 3 November 2012 (UTC)

Committees amplify the problem, don't solve it. Snowolf ^{How can I help?} 21:09, 7 November 2012 (UTC)

I'm not sure what you are referring to, Effeietsanders. Could you please explain what you mean with "in this case"? I don't think and can't imagine that anyone wants to stop the discussion here, rather there should be more voices, more ideas, and even more complaints if necessary to understand each other. Only this kind of discussion and exchange let us improve the way we work and the way we communicate. There should be much more of them. The Board Governance Committee will mostly work on internal processes which hopefully improves the Board's efficiency. That could be done on the board's wiki, but it could also be done here on meta with your input. And the latter is the way we choose. I really hope that we can continue discussions on several of the BGC's task. (Agenda will be published soon, I have trouble with internet access.) Alice Wiegand (talk) 11:48, 9 November 2012 (UTC)

Hi Alice,

I didn't mean to sound accusatory (reading back, it might have come across as such), so let me make that clear first. With 'this case' I was referring to the discussions attached to this talkpage. At some points it was suggested to bring the point to the BGC, which might be understood as 'lets not discuss that here but rather there'. I just wanted to emphasize that I hope (and count on it) that those committee members will rather join the existing discussion than stay on the outside and merely use it as some input. Effeietsanders (talk) 22:35, 9 November 2012 (UTC)

On unanimous votes

This short source might interest people who want to know what goes into creating a unanimous vote on a divisive topic. (Of course, most topics before a board aren't divisive.) WhatamIdoing (talk) 20:03, 10 November 2012 (UTC)

Thanks. That's indeed the basics. ;-) One thing missing there is that, quite often, despite theoretical parity, there's usually some sort of asymmetry between members (which is not about majority or minority), so that some manage to impose their view on the others, and the losers of course don't want to characterise themselves as such so don't vote against. (The asymmetry might be an asymmetry of information, control of the organization's money, power within the organization, etc.) --Nemo 11:07, 12 November 2012 (UTC)

I don't know if "not wanting to characterize themselves as losers" is a major motivation. An experienced Board member isn't likely to be thinking it terms of "winning" and "losing". It's not a contest or a political arena.

Let me give you an example: I was on a board for a small organization when they needed to make a hiring decision. The Board as a whole voted to offer the job to Candidate #1. I disagreed because the candidate had said she wanted to work for someone else. We made the offer, and she did (eventually) decline it. But I never thought that I "lost" anything except the time wasted in making the offer. A functional board is not a win-lose environment. WhatamIdoing (talk) 22:24, 13 November 2012 (UTC)

As usual you're replying out of context; my main point was asymmetry. As for "losers", it's of course an oversimplified term but I stand my point. Probably if you had board experience in a bigger organization you would have seen it as well? --Nemo 08:52, 14 November 2012 (UTC)

Information asymmetry was addressed in the link. Specifically, reducing that asymmetry before a contentious decision is one of the things that a good ED does in advance of a board meeting.

I've had limited experience with larger organization's boards, but that experience suggests that the dynamic you propose isn't present. You don't normally go into a board to accomplish specific goals. It's not an adversarial political system. You don't have a constituency, you don't make campaign promises, and you aren't supposed to be trying to push through your agenda. You're a trustee, not a politician. You are supposed to do, to the best of your ability, whatever is best for the organization (NB: not for the organization's stakeholders, e.g., you and me).

For responses closer to home, you could ask the WMF board members if they ever felt like they "lost" a "fight" on the WMF board. WhatamIdoing (talk) 17:47, 14 November 2012 (UTC)

Instead of informational asymmetry, or other kind, I'd use another simpler term here - influence. Being on the board with the founder, with some incumbent being present for 5-6 years, presents a scenario when a side already exists when a new trustee is confirmed. They can choose to join the club, or not. This side might also include the same view as the executive, there might be undue influence and peer pressure that follows a trustee. Asymmetry that Nemo alludes to, might have more to do with characterization of a trustee itself, some are just better at making their points, some prefer to avoid confrontation while others can dominate. The board is always trying to get better representation, while they focus more on things like gender, race, and country of origin for a new board member, better representation of the issue takes a back seat. A new trustee might be of a minority race or gender, but have no influence and knowledge of the subject matter. They also have to spend a lot of time in person with each other, there's a whole list of things they can value more than their vote on a single issue, or the group cohesion. The document you list is acutally quite correct on a lot of issues, peer pressure is a big part of the equation, and some might just choose to abstain than vote 'no'. That is the dynamics in our board, considering that it comes up more and more, I think we're heading into a new phase. Theo10011 (talk) 18:59, 14 November 2012 (UTC)

WhatamIdoing, thanks for the suggestion but I already have responses very close to home, don't worry. --Nemo 00:47, 15 November 2012 (UTC)

Most abstentions are due to perceived conflicts of interest, not due to disagreement with the decision. People who truly disagree with an important decision normally express that by tendering their resignations, not by refusing to vote against it.

If the resolution is going to pass anyway, it makes no practical difference whether anyone opposes it, either in discussion or during voting. It's not like a parliament. A vote doesn't show a "mandate from the people" or "levels of support" or anything else. A decision passed by 51% of the board is equal to a decision passed by 100% of the board. To use my example above, when that board decided to hire someone, it didn't matter how I (the lone dissenter) voted: "for", "against", and "abstain" all had the same practical effect. The employment offer didn't become more tenuous or revokable or optional or reversible just because it wasn't 100% of members in favor. A decision is a decision, and the number of people for and against are really unimportant details—unless, of course, you're planning to hassle people who vote against something, in which case you're strongly reinforcing their reasons for maintaining public unanimity. WhatamIdoing (talk) 20:08, 15 November 2012 (UTC)

Actually no. The last case I recall, this was brought up, the trustees chose to not disclose their reasons - it wasn't a conflict of interest by their own admission. You are offering excuses for a simple fact that not all people have a strong spine, some just choose not to create waves.

A vote and the level of support *is* important. It makes a difference if a decision is made by a narrow margin or because 3 individuals voting just thought their opposition wouldn't matter and decided to remain quiet. A 51% approval is not the same as 100%, it might not change the end decision, but it displays the issue does not have unanimous consent. Above all it acknowledges at the very least, that there are two sides to an issue. You've been going by your experience from a traditional US non-profit board. I'm not going by anything besides the way things should be, traditions about unanimity don't matter in this case. There is ample room within the legal framework to experiment with whatever works for governance matters. As far as, Hassling them goes. I don't think I singled out a trustee in the majority of my comments. If that was remotely the intention, I could write pages about a single trustees performance without their voting history. Some of them comment, engage, there are already opinions about most of them- their voting record changes little. What about accountability? Shouldn't their voting record be taken into consideration during elections? unless you'd prefer re-confirming the incumbents in perpetuity so they continue to gain experience. So far, you've been arguing for the most draconian interpretation of what board oversight should look like, it resembles ruling more than overseeing. You have argued for unanimous votes, you've argued the futility of voting against the majority, and you've argued against term limits to retain experience. So, your definition of a good trustee would be someone elected without a term, who always votes with the majority within the group even if he were to disagree (since its futile to stand against), and in secrecy so they can't be hassled (also, be held accountable?). Theo10011 (talk) 02:50, 16 November 2012 (UTC)

The "level of support" behind a passed resolution makes no practical difference, as I said above. Notice the important word there.

I don't need a non-unanimous vote to tell me whether there are two sides to an issue. Personally, I would evaluate Board candidates in terms far broader than their actual votes, including issues that have nothing to do with them, i.e., the available alternatives. But perhaps the voting record is all that matters to you. WhatamIdoing (talk) 03:41, 18 November 2012 (UTC)

It is not all that matters to me, I never said it was the only relevant thing. Past performance is however, an important aspect of any incumbent candidate's platform. It matters a great deal the past positions a candidate has had, of course it matters. I don't believe you can or should vote on an incumbent without knowing their track record - past performance, opinions, engagement level, are all factors that are relevant, more so for an incumbent seeking re-election than a new candidate. Theo10011 (talk) 14:07, 19 November 2012 (UTC)

A related aside: as discussed at the October Board meeting, we will no longer have 'abstain' votes, but will continue to have 'recuse' votes for recusal (e.g., due to conflicts of interest). This matches the way abstentions have always been counted (the same as a 'no' vote). –SJ talk  06:03, 20 November 2012 (UTC)

Why are abstentions being counted as 'no'? They should count the same as 'absent'. Three in favor, three abstained, and two opposed is a passed resolution (3 aye, 2 nay). It's not a failed resolution (3 aye, 5 nay). WhatamIdoing (talk) 11:28, 22 November 2012 (UTC)

Abstentions are not recusals. Recusals count as not being in the room; changing the effective quorum. Abstentions have always counted as a no; a resolution requires a majority of trustees present to vote in favor of it to pass. I don't think there has ever been a resolution where the outcome hinged on this, but this change in practice will avoid the confusion you describe. –SJ talk  03:50, 6 December 2012 (UTC)

Here's the relevant text from an old copy of Roberts (the most common ruleset), which says that abstentions (which it calls "blank" votes) are ignored, with no effect on the outcome: "...a majority vote, that is a majority of the votes cast, ignoring blanks [abstentions], is sufficient for the adoption of any motion that is in order…[A member] may prefer to abstain from voting, though he knows the effect is the same as if he voted on the prevailing side...A blank piece of paper is not counted as a ballot and would not cause the rejection of the ballot with which it was folded. All blanks are ignored as simply waste paper, and are not reported, the members who do not wish to vote [i.e., abstaining] adopting this method of concealing the fact."

http://parlipro.org/faqanswers.htm#abstentions says that the current versions do the same:

"How do you count abstentions? As ayes? As no's?

In the usual case, abstentions are not counted. They are not "votes" technically".

So that's the normal case. However, it appears that the WMF might have a non-standard bylaw at foundation:Bylaws#(c) Manner of Acting. that, while still not changing how abstentions are counted, requires a majority of those present, not the normal majority of those present and voting, to pass anything. This unfortunately means that any recusals count as nay votes as well. You should hire a parliamentary consultant for advice on getting this (and any other problems) fixed. WhatamIdoing (talk) 18:18, 6 December 2012 (UTC)

It is not non-standard, it is Florida law that we need to follow. And believe me, it's quite different from european standards in several cases. The review of the bylaws and as a result the changes were made with the amazing support of our legal department and I don't see any need to hire another one to review the bylaws again now. Alice Wiegand (talk) 16:39, 7 December 2012 (UTC)

Right now, the WMF Board needs six members present to have a quorum. If six are in attendance, then under your rules, you must have four votes in favor to pass a resolution. This means that if three of the people present recuse themselves, then the resolution cannot be passed, even if all three of the voting members are in favor of it and even if it is obviously in the best interests of the foundation to pass the resolution.

This is obviously undesirable, but think of the more extreme case: many corporations have only a couple of members on the board. If you have only two members present at a Board meeting (which is certainly legal here in California; even a non-profit corporation technically needs only one person on the Board) and one person recuses himself, then nothing can be done. I don't know anything about Florida law, but it seems unlikely to me that they would want to require rules that permit this sort of a stalemate situation. WhatamIdoing (talk) 18:39, 7 December 2012 (UTC)

The relevant law is

617.0206 Bylaws.—The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

I would be interested if there is another law that specifically limits the power of the board to adapt the by-law as suggested by WhatamIdoing, and I'm sure Geoff Brigham will be aware of any such law. Lawyers, God bless them, regardless of how much they are paid, generally (and for good reason a lot of the time) cut and paste the same phraseology that they and others have used for years, sometimes centuries, with decreasing regard for the actual meaning or utility of what they "write". Certainly "present and voting" is not a solely European phraseology. Rich Farmbrough 15:38 16 December 2012 (GMT).

I'm not sure that Alice's comment was intended to be specific to that question. After all, the website I cited is run by an Oklahoma chapter of a US non-profit, and Roberts' Rules were written by a 19th century American, so it could hardly have been meant to imply that the most widely used American standards were irrelevant to how things are done in the USA. WhatamIdoing (talk) 17:21, 16 December 2012 (UTC)

Hello WhatamIdoing, thank you for the detailed reading of the bylaws! The language referenced in the bylaws Section 4(c) is written in accordance with the law of Florida. Under Florida section 617.0824, "an affirmative vote of a majority of directors present" is required. This means that under Florida law, an abstention or recusal counts as a negative vote when determining the majority required for the passage of an action. This is confirmed in commentary on section 607.0824 in the annotated Florida Business Corporation Act.

Technically, the situation that you describe could arise. However, in the event that there is a conflict of interest with a board member or multiple board members, the provisions and processes of section 617.0832 will govern the voting and majority requirements. This section of Florida law specifically addresses this circumstance, and so it does not need to be referenced in the by-laws. Regardless, there may be a remote possibility that a majority could never be obtained in the event of a large number of conflicted directors. In which case, a resolution could not be passed, and probably should not be passed. Stephen LaPorte (WMF) (talk) 15:43, 17 December 2012 (UTC)

I suppose that if necessary, to meet the letter of the bylaws, you could hold a meeting at which some or all of the conflicted Board members "just happen" not to attend. That would give you a majority of votes present unless about three-quarters (or more) of the Board were in conflict. State laws should be written so that this kind of gaming the system isn't necessary, but we're stuck with what we've got, and the kludge would work for all of the circumstances that the WMF, with its relatively large Board, is likely to encounter. WhatamIdoing (talk) 17:40, 17 December 2012 (UTC)

Thank you for the useful response Stephen. In the case of conflict of interest it is common practice, at least in the boards I have served on,for the conflicted party to actually leave the room (which can be rather humorous) for the duration of the discussion. I wonder if this would, as seems quite reasonable, count as "not being present". Of course it would not apply, quite correctly to abstentions, and might mean that quoracy failed so that nothing could be passed anyway, but that again is a separate topic, which could be dealt with by amending the quoracy by-law temporarily if a substantive, rather than ephemeral, problem was caused. (One might from example imagine a non-profit very properly wishing to sever connections with a for-profit, to which a significant number of the board had been appointed, and being prevented by the very rules designed to avoid such conflicts.) Rich Farmbrough 17:11 18 December 2012 (GMT).

Speaking of which, I had also some questions on a board regulations at Talk:Wikimedia Foundation board manual#Votes vs. resolutions, quorum and required majority. --Nemo 19:25, 21 December 2012 (UTC)

The Board represents the Readers not the Writers

One basic fact which seems to have been overlooked is that the Board is composed of Trustees. They are there to represent the interests of the Charity, not the interests of the members. For the WMF this effectively means they are there to represent the interests of the beneficiaries of the WMF - the readers and the future readers of our projects.

Having some members elected by the writers and editors of the WMF projects is one way to do this - these are people who have spent time contributing in time to the project, presumably because they support it's objectives, but having appointed members is useful also as they give a different perspective, especially if they are not editors. Filceolaire (talk) 10:36, 30 December 2012 (UTC)

I'm not sure anyone on the Board would agree with this assessment. The Board is charged with overseeing the execution of the Wikimedia Foundation's mission, largely by being the controlling body of the organization's finances, trademarks, etc. and by ensuring that the site can stay operational (through various staff, many of whom are based in San Francisco where the Wikimedia Foundation is headquartered). It's ultimately a matter for editors (volunteers) to make the projects what they are. The Wikimedia Foundation didn't build the Wikimedia wikis. They are simply, with the Wikimedia Board of Trustees, the stewards of the projects. Wikimedia is a community-run project and the Board understands that.

The Board's focus cannot be only for readers if the project is to survive, as you seem to somewhat suggest, and luckily the Board understands this. The Board has directed the Wikimedia Foundation to focus on editor retention and engagement, particularly by building better tools for the projects. Whether the Wikimedia Foundation and its current cast of characters can deliver on these goals and expectations remains to be seen. I'm hopeful.

There are a number of long-time wiki editors on the Board. And, yes, there are a few members who have made only a few contributions (mostly to the Board wiki, if anywhere). It's actually not a terrible mix at the moment, in my opinion. You need some outsiders and some insiders.

What are you seeing that you would like to see change? --MZMcBride (talk) 21:02, 30 December 2012 (UTC)

I think that Filceolaire has the right idea, although perhaps this brief message didn't explain it fully. The Board does not exist to make editors, content contributors, or other volunteers happy. It exists to fulfill its charitable purpose, which is educational. It happens that this particular organization is (currently) going about educational stuff in ways that involve editors and similar volunteers, but there is no requirement that they continue doing that. In fact, if they decide that keeping the community happy is interfering with their educational purpose (say, if the community decided that Commons should be a webhost for amateur porn), then they're actually required to fire us all and do something else.

If we want an organization dedicated primarily to making editors happy, then that is perfectly possible and legal; we will just need to quit being a 501(c)(3) educational charity and start being a 501(c)(7) recreational club. WhatamIdoing (talk) 23:39, 30 December 2012 (UTC)

We must support both readers and writers. The empowerment of anyone being able to edit is important to the mission, not just to the resulting projects created. Millions of people are editors, if only of one or two topics. So a space that is comfortable for writers to edit, and a space where contributions are welcomed and not rejected, is one of the key benefits of the projects. A readable collection of all the world's knowledge is another one - and certainly the most widely used, so we have to balance those two benefits and audiences. And realizing the second benefit is also handled (currently, as WAID says) through regular editors. And coming up with bright ideas for the future of the enterprise overall comes largely from that community as well. So all of our goals depend in part on the health of the editing community. –SJ talk  16:40, 18 July 2013 (UTC)

---

It occurred to me on a re-read of your post that you may not understand the Board's current composition structure. Not to be a condescending asshole, but just so everyone is on the same page, the Board's current structure, as documented at wmf:Board is:

• three seats elected directly by the Wikimedia community;
• two seats selected by the Wikimedia chapters;
• one Board-appointed "community founder" seat (reserved for Jimmy Wales); and
• four Board-appointed "specific expertise" seats.

That makes for a total of ten seats. There's a bit of funkiness now where the Secretary is actually a delegate of the Wikimedia Foundation, but that's largely irrelevant and tangential to the main topic here.

So I guess I return to the same question from my previous reply: what are you hoping to see changed (if anything)? --MZMcBride (talk) 21:09, 30 December 2012 (UTC)