Resolution: Resolution: Board Expansion 2020

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Resolutions Resolution: Board Expansion 2020 Feedback?
This resolution was approved on February 13, 2020.

Whereas, the Wikimedia Foundation Board of Trustees, having undergone a comprehensive governance review process in 2019, has determined that it needs to address the following issues:

1. Inadequate capacity on the present ten-member board to most effectively carry out its responsibilities in light of considerable Foundation growth; the increasing diversity and complexity of the products, services and communities the Foundation serves; and significant external technological, legal, and political challenges.
2. The need for additional experience, skills and diversity on the Board, including but not limited to geographic and language diversity.
3. Inadequate continuity of leadership on the Board;

Whereas, the Board of Trustees wishes to maintain an apportionment of seats where there are a greater number of trustees sourced from the wider Wikimedia community than seats selected directly by the Board of Trustees; and

Whereas, the Board of Trustees defines the "wider Wikimedia community" as used here to encompass at a minimum all Wikimedia affiliates and community members eligible to participate in trustee selection under the current version of the Bylaws (Article IV, Section 3);

Now, therefore, it is:

Resolved, that the size of the Wikimedia Foundation Board of Trustees shall be increased by up to six (6) seats to reach a total of up to sixteen (16), as soon as practicable;

Resolved, that the final composition of the 16-member Board of Trustees shall consist of a Founder seat, eight (8) seats sourced from the wider Wikimedia community, and seven (7) Board-selected seats;

Resolved, that the Board Governance Committee (BGC) of the Wikimedia Foundation Board is charged with developing a recommendation for expanding the Board to sixteen (16) seats consistent with this resolution, including a description of any required changes to the Bylaws. Such recommendation shall take into consideration the need to preserve continuity of leadership on the Board; shall retain staggered terms to the maximum extent practicable; and shall ensure that the process both for expanding the Board and for selecting trustees is designed to identify and attract individuals with the needed commitment, experience, expertise, and diversity; and

Resolved, that the BGC shall deliver its recommendation to the entire Board for review and discussion no later than April 10, and thereafter for community input and then final determination by the Board.

María Sefidari (Chair), Nataliia Tymkiv (Vice Chair), Esra'a Al Shafei, Shani Evenstein Sigalov, Tanya Capuano, Dariusz Jemielniak, Lisa Lewin, Raju Narisetti, Jimmy Wales
James Heilman