Wikimedia Conference 2017/Program/45

45: Co-option in volunteer Wikimedia boards

How to move forward

Itzik leading the session

What was this session about?

The session was about the possibility (legal structure) of adding additional board members to your volunteer-run board by appointing and not electing them. In the session, the speakers explored advantages and disadvantages of this option.

What are the next steps to be taken?

There are no specific next steps taken. However, there is a suggestion for a similar session next year to see if there any learnings/changes among organizations. Furthermore, there was a need expressed to have the co-option procedure documented on Meta.

Photos

see the Commons category

Slides

Audience: Board members, especially chairpersons.
Session Format: Panel: introduction by Itzik, panel discussion, and questions from the audience
Length: 60 min
Description

Appointed seats (also known as co-opted seats) can be a great way to diversify a board and bring new expertise to it. In this session, we will talk about the experiences Wikimedia organizations have with how to set up the process and to appoint external members.

We will discuss what is the right number of co-opted seats for your board and the challenges - internal and external - with them.

Desired Outcome: To see changes in bylaws (if needed) or chapters' assembly decisions to include external members. To discuss changes in approach and expectations.
Next Steps and Milestones

In 6 months from the conference – has any chapter started the process?

Next year – to host another panel to discuss the outcomes so far (and failed, if any)

Speakers: Itzik Edri (WMIL, main speaker), Michael Maggs (WMUK, panel) and Nataliia Tymkiv (WMF, panel)

Documentation

Itzik introduces the session. Co-option is a process of adding appointed members.

Itzik: WMIL 2013 decided to focus on education, so decided to restructure the board and appoint members from the academy. Additionally, proposing another appointed member from Arabic society. Community reactions were not necessarily positive. Two assembly meetings to agree this change.

Michael: WMUK has a strategic board, not intended to actively do Wikimedia type work. Additional expertise was needed to grow, and going outside of the community was necessary to get this. The board gets specialist assistance from two co-opted committees, the Governance Committee and the Audit & Risk Committee. These have members that are specialists in finance or governance. There is a Partnerships Advisory Board that reports to the ED who then reports to the board.
This allows flexibility, and also brings in valuable perspectives and experience. Broadens scope. Bringing in senior staff of museums or archives, or involved in education, are valuable here.

Nataliia: WMF board is a little bit different in that it has a Founder’s seat. This raises some questions over how this seat fits in, is it voting etc. There are mixed opinions over this.

2 seats selected by affiliates, but these do not include user groups.
3 seats selected by the community, which presents a risk in terms of experience.
4 appointed seats, but in practice these can also be community people.

Originally, the Board elected its treasurer and its secretary from among the board. To reduce the workload, these positions are now filled by the Chief Finance Officer (CFO) and the General Counsel.

Q&A.

Q: 3 co-opted members for WMIL, why not elected?

Itzik: They weren’t members of WMIL, and also it’s not easy to bring external people to the board. They don’t necessarily want to play politics, but they want to focus on contributing in their own area of expertise. We were really happy that they chose to help. The board appoints these people

Michael: To gain people with high levels of expertise, it’s better to co-opt. They may be unwilling to stand for election and/or not voted in because the community may not trust them yet.

Nataliia: WMF has one seat, and practically 9 appointed seats. Because WMF approves the recommendations made by the community and affiliates.

Q: Procedures for dismissal?

Michael: Yes, we have rules for dismissal for things like conflict of interest, and there is a legal agreement for new trustees to abide by the rules.

Q: It’s interesting that WMIL has a “diversity seat”. WMUK has specialists in certain areas. This seems to be a difference to WMF, who looks to fill gaps as opposed to dedicating specific seats to certain roles. Are these specialist seats in the statutes?

Itzik: The Arabic society member is still a proposal at the moment, not a formal structure. The Academic seats are “expert seats” not necessarily always education.

Q: Have you looked at expanding your membership base into the Arabic community to improve representation on the board?

Itzik: We’ve only just started, but that would be an aim.

Michal Lester (ED of Wikimedia Israel, from the audience): Currently not a large Arabic Wikipedia editor community in Israel.

Michael: Better to be flexible, things can move very rapidly and we may want to change quickly.

Nataliia: For WMF, certain regions are not represented, so we would always want to have more people from those regions. We look for diversity in the co-option process if it isn’t found in elections. Some people might not be able to commit enough time to the full board so the advisory board would be better for them maybe.

Q: The board members are legally registered, takes 2-3 months. Every 2 years this needs to be changed. It’s a long process to recruit new members either by election or co-option. Co-opted members, do they have to be full members or could it work better as external consultants?

Michael: It’s simpler for some people to be on Advisory boards without legal responsibilities. Some of these we would like to become full members.<br/>On timing, we have a different system where registering new trustees doesn’t stop our work, so there are no situations where the board has to stop, or all be together for something to proceed.

Nataliia: So again it’s different for WMF, and there are different points of entry for members. So turnover of the board always means that there is a stable majority in the board.

Q. Which other boards in the room have co-option?

A: None yet.

A: Election committee searches for people in WMSE. So specialists are elected, not co-opted.

A: People don’t want to run the risk of non-selection. We managed to convince members to vote for new board members that we have searched for and introduced, before a General Assembly.

Itzik: Does every organization need to look for co-opted members? At what stage? 4 years for WMIL, not yet for WMDE, WMUK after 4 years.

Michael: Staff are important. Access to these views doesn’t need to come from co-option. Expertise needs to be brought in at the right level. Non-staffed chapters need members to do the work too.

Q: Have you experienced things like co-opted members not getting integrated into Wikimedia, and with ideas that don’t fit? Also, how does the community react to these appointments?

Michael: New perspectives can be challenging, but ultimately useful. External perspectives are still volunteer perspectives. They’re not all editors, but that’s not to say they aren’t volunteers. Ultimately editors have come round to them.

Itzik: Expectations are important. So getting someone from something close to your organisation helps, and someone that understands Wikimedia already, and its mission.

Nataliia: We had a board member that didn’t “fit” so onboarding new members is important. Members should understand certain things already. This helps avoid disruption, and helps build trust.