Resolution:Commissioning an ad hoc Committee to Review Community/Foundation Relationship

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Resolutions Resolution: Commissioning an ad hoc Committee to Review Community/Foundation Relationship Errors?
This resolution was approved on July 10, 2019.


Whereas, the Executive Director has authority to carry out the business affairs of the Wikimedia Foundation and to implement the resolutions of the Board of Trustees;

Whereas, the Board of Trustees wishes to further clarify the authorities and responsibilities that belong to the Executive Director;

Whereas, the Board wishes to receive a proposal developed in partnership by the Chair of the Board and the Executive Director, in consultation with others as may be appropriate, and reviewed by the Board Governance Committee;

Whereas, the Board wishes to have clarity and consensus regarding its role with and relationship to the Wikimedia community generally and in specific when the Foundation and Wikimedia community may be in significant conflict; and

Whereas, the Board wishes to promote alignment between the Foundation and the Wikimedia community around our movement’s shared vision; and

Whereas, the Board believes that it should work in partnership with Foundation management to meet shared goals and priorities;

Now, therefore, be it resolved that the Board hereby authorizes and directs the Board Governance Committee to establish an ad hoc Committee to provide recommendations for Board consideration on the role of the Board with regard to the relationship between the Foundation and the Wikimedia community ("Community/Foundation Relationship Proposal") and to propose a document providing the appropriate delegation of authority between the Board and Executive Director (a "Delegation of Authority Proposal").

The Board requests that the Community/Foundation Relationship Proposal provide a recommendation on how to:

(1) Clarify the role of the Board with regard to the Wikimedia community, and any specific Wikimedia projects or other subsets of the Wikimedia community;
(2) Determine whether and what role the Board shall play with regard to the community and community self-governance; and
(3) Build a partnership between the Board and the Executive Director to identify and address significant instances of disagreement between the community and Foundation, should any such instance arise.

The Board requests that the Delegation of Authority Proposal be consistent with the existing delegations provided in the Bylaws and other resolutions, so as to empower the Executive Director to effectively implement the Wikimedia Foundation's operational plans. The Board requests that the ad hoc Committee or task force review the Delegation of Authority Proposal with the Executive Director, and incorporate the Executive Director's feedback before presentation to the Board.

The Board requests that the ad hoc Committee or task force provide an initial project plan by October 1, 2019 that includes a timeline for completing a Community/Foundation Relationship Proposal and Delegation of Authority Proposal. The duties of the ad hoc Committee will conclude upon the delivery of the final report on its recommendations and findings to the Board of Trustees, no later than June 30, 2020, unless otherwise determined by the Board of Trustees.

Approve
Maria Sefidari (Chair), Christophe Henner (Vice Chair), Dariusz Jemielniak, James Heilman, Nataliia Tymkiv, Raju Narisetti, Esra'a Al Shafei, Jimmy Wales, Tanya Capuano, and Lisa Lewin