The New Wikimedia Order

[Work in progress. I tend to write things by throwing together varying versions of sentence fragments until I have enough, then trying to stick them to each other to make sense. Don't judge :P It usually works out in the end with enough shifting around.]

[Hm, maybe the "conspiracy" style wasn't a good idea? Maybe switch.]

Known by cryptic names such as Initiatives 22-24 or Recommendation 4, and more recently under the codename Cluster A, the plans for reforming Wikimedia's governance structures are far-reaching and transformative. A binding constitution, a community-representative body overseeing its enforcement, and accountability systems for all sorts of things. Tying into this, a load of new organizations, committees and processes.

First and foremost in the new order is the planned Global Council. (Clearly, the legacy of the Cabal is its style in naming choices [stylistic choices in picking names]. Let's just roll with it, shall we?) The Council will be responsible for [] and enforcing the Movement Charter, a sort of constitution which will outline the values, principles, rights, rules, roles and responsibilities of Wikimedia entities. How do we make high-level decisions, what are our goals and how do we accomplish them, who's in charge of what, who is definitely not allowed to ever do that thing right there no really this includes you WMF. (*cough*) Anyway.

guarantee rights for communities,

The Global Council will ensure that Wikimedia boards follow good practices (including relating to election and selection processes). RA process: The Global Council consults with the Movement at-large about generally what to spend where, the Council will do its best to implement that guidance in

How do we get from here to there? A mostly-elected temporary committee, the Interim Global Council (or "IGC" for short), will take us through the transitionary period, overseeing the development of the Charter and leading the strategy implementation for the duration. The IGC will be "will work openly, transparently, and in close collaboration with the broader movement and communities" when [] these activities, and will put together the process for transferring [certain] powers from the Board to the appropriate bodies (including to the Global Council), including mechanisms to ensure that decisions by those bodies are binding.

mechanisms will ensure, in the words of the strategy recommendation, "that the authorities and responsibilities of the Global Council and of the other Movement-led bodies are respected and they lead within the Movement." The Council's "legitimate authority [will be considered to be] conferred by representing our Movement".

make movement-wide decisions, "represent communities in an equitable way"

tie into a new network of [] "hubs", which []. [maybe dump the hub stuff, not super-relevant.] (also helpfully referred to as "Cluster D" or "Initiative #25") intended to "enable a common space for coordinating activities and identifying and advocating for the needs of the communities and organizations they serve". Also, legal support, developing software to support communities, and supporting affiliates in various ways.

These plans were set up by a shadowy group of editors, staff, and affiliate [], that spent much of 2018-20 shouting about their work from the rooftops to anyone who'd listen and sometimes literally spamming about their activities [confirm?], yet still somehow can be reasonably described as "shadowy".

resource allocation, spending oversight, hubs, "movement will", high-level

[product, Technology Council, maybe]

[brief history of conflicts, potential consequences of conflict, jimmy quote]

The tremendous costs imposed by endless WMF overreach are [].

[ Superprotect, Fram (constitutional crisis), resignations, board intervention. aftermath, "what rights do we have?", where do we draw the line, previous discussions]

Who represents Wikimedia?

[some quotes. todo: actual content.] Strategy Recommendations: "By default – and due to the lack of a global structure – the Wikimedia Foundation Board of Trustees (the Board) currently has the task of making decisions for the whole Movement. However, there is a growing desire that a global, more representative structure is needed." "Any decision affecting our communities has to involve those communities to prevent imbalanced outcomes. The Global Council, besides providing representation of communities, also ensures shared responsibility and accountability."

"To make Movement-wide decisions, we require a global structure that responds to the needs of our Movement as a whole and represents communities in an equitable way. In order to fulfill this function, a Global Council will be created." -Rec

[diversity issues; Board is problem, GC is solution. representation issues, same. todo: maybe a reasonable-length paragraph on that.]

Recent discussions in the context of the Board's call for feedback have brought to light a long-running conflict within the Board on whether the Board is legally allowed to act in the movement's interests at all. During an office hours session, former Board chair Christophe Henner spoke about the Board's fiduciary responsibilities and disagreements about whether trustees are legally allowed to act in the interests of the Wikimedia movement as a whole, as opposed to just the narrower interests of the Wikimedia Foundation in particular.

The discussions in the Board's call for feedback have surfaced a long-running conflict within the Board, namely, is the Board legally allowed to look after the interests of the Wikimedia movement at large?

a long-running conflict going on behind the scenes of the Wikimedia Foundation Board, about whether the Board can act in the interests of the Wikimedia movement, and whether the Board can represent the movement's interests.

[Fill in from Christophe/Doc James dialog]

minutes about how board doesn't consider elections as elections. [not sure that's a good summary, maybe dump.]

[recent contradictory statements Jimmy: none want to remove elections; NTymkiv statement: there are no elections, eleccom to be renamed? m:Special:Diff/20525187 Maybe not relevant. Raystorm] [minutes indicate regular discussions on implications of fiduciary responsibilities]

All this puts things an a different light: The board can't represent the communities, can't act entirely in the movement's interests. So the solution was found to create, in the words of the strategy recommendations, "a global structure that responds to the needs of our Movement as a whole and represents communities in an equitable way." The Board will have a considerably reduced responsibilities, as we transition to the new structure.

So, what has the Board being doing, in the lead-up to the transition?

Board consolidates power

Over the past [two?] years, the Board has made several changes to its own structure. The Board extended term limits, making several current members eligible to run again. They delayed the 2020 election and extended the terms of the present members of the board, ostensibly because of the pandemic (while initiating many large undertakings that somehow were not prevented by the pandemic). After considerable opposition, they changed the WMF bylaws to remove any direct mention of community voting. The bylaws' section enforcing the hold of the community seats was weakened, so that there is no longer a requirement that community/affiliate seats are a majority of non-Founder seats, potentially allowing violating the Board's prior commitments to a community majority.

During these changes, Jimmy Wales committed to only supporting a version which "explicitly includes community voting", and expressed his concerns about the "lack of community representation and control" on the Board; the Board promptly began considering his removal from the Board. The bylaws change, including removal of any mention of voting but not including the proposed removal of the "community-selected" wording, passed unanimously. Jimmy Wales did not vote against.

legal fiction, election history details, commitments

The Board does not intend

(timeline) that the Board will not hold elections until after the decision is made. The extended terms will continue until the selections for the three new Board-selected members have been made, and until the timeline [], "[]", implying that The new Executive Director replacing Katherine Maher will also, presumably, be selected by the current Board. The transition committee includes two trustees whose were elected for a three-year term nearly four years ago.

According to the current plan, the appointments of the three new Board-selected trustees are to be carried out by the current Board, and none of the new community-/affiliate-selected members will be able to have input.

[addition of 3 community seats may increase likelihood of reelection.] [gov rec (link board governance review) specifically recommended odd number of trustees, Board rejected, saying need for balancing appointed seats against elected seats [link quote], makes no sense without some kind of power thing going on]

[speculations of last election. for fun: "last community election" was automatically transcribed as "political mutilations" in 2.3]

[Board expressed aims with call for feedback; issues on the table, justification, problems with justifications; speculation on actual aims; complaints on the process, why now, where is this going.]

Where do we go from here?

The Board of Trustees approved the strategy recommendations last year, apparently giving the go-ahead to a plan that will result in them surrendering a large part of their power to movement-led bodies.

[board issues; GC specifically given responsibility for pushing good practices on Boards, including "term limits, election and selection processes, and approaches to other governance questions where applicable and relevant for a community"]

[tie things together] [role of Board's call for feedback in all this]

Discussions on creating the Interim Global Council are ongoing at m:Talk:Strategy/Wikimedia movement/2018-20/Transition/Discuss/Cluster A and m:Talk:Strategy/Wikimedia movement/2018-20/Transition/Interim Global Council.

[optimistic note on possibilities for the future, possibility of avoiding neverending conflicts with WMF. splice in current concerns are still there]

[end]

relevant quotes and things, to select from.

WMAT ED, "Claudia couldn’t understand why at this very moment the Board is running its expansion. Due to the Movement Strategy Process and the coming Global Council she expects a shift of competencies and responsibilities from the board to a Global Council soon. This would make a separate restructuring of the board now meaningless and redundant to a later one."

1.2 Dariusz: "First of all, I disagree with the idea that the community-elected Board members, this is my own feeling, my own view, not the board shared sentiment, because we didn't discuss it in detail, but I don't think we should stick to the idea of representation." [Further elaboration on ideal trustees.] 2.2 Dariusz: "I treat actually understanding the movement, I treat it as a skill. It's super-specific. People who have deep understanding of how Wikimedia movement works. This is not easy to grasp. It's valuable and it should count towards that sort of a skill set."

Christophe comment at 29:00-ish at 2.2

2.1 (20-something-ish) has the convo between Christophe and James about WMF role. Also near the end.

(Christophe Henner was Board chair 2016-18, and vice chair 2018-19.)

dialog Fuzheado: "Is the fiduciary responsibility of board members to the Foundation and its work as a corporate authority or is it to the movement and the strategic long term goals of the movement, or is it both?" James: "Our fiduciary responsibility is to the Wikimedia Foundation legally. But the way I view the situation is, we are a movement. The Wikimedia Foundation is like the body. Well, the communities are like the head. You chop one from the other and it doesn't work very well. You cannot separate what is good for our movement as a whole from what is good for the Wikimedia Foundation, in my opinion. So I do not see there as being any conflict between doing what is best for our movement as a whole and doing what is best for the Wikimedia Foundation." Christophe: "I disagree. I somewhat disagree in the sense that by design, because of your fiduciary duty to the organization, you will have to make decisions that are not okay for the rest of the movement. [...] You have to think about who do you serve? Then it's the Foundation, and then the Foundation goals. And so that's why for me, the thing I think is better, is to acknowledge that, accept that and then ask then if not the Foundation's board, if the Foundation board is not the one that has a fiduciary duty to the global movement and global strategy and so on, then who has?" [Fuzheado, James, more conversation.] James: "I know we've disagreed on this for a long time." Christophe: "I know, I know that! [Laughter.] I remember, you know, even. But those are still good memories. No, but my point is, if, I agree, I wish it was the case. But if the Foundation as an organization stated that the priority of the future of the movement is Asia or Africa, why is not the Foundation incorporated in Asia, in Africa? Because we legally can't. And that would be the I mean, that would be one thing that would be the most negative thing to do to bolster our footprint in a region is to exist there. But for legal reason, the Foundation will never be able to do that. And that's where I'm saying that, at the end of the day, even if we, and I respect her deeply, that the Foundation would be able to support those two goals, which is having a fiduciary duty to the organization, but to the global movement too. But at the end of the day, that is just not true. Even if I wish it to be true, it's not." (cleanup quote) [more conversation...] Fuzheado: "It's good to have confirmation that it is, in fact, a real tension. Not that it's a massive problem, but it's a disconnect in many ways in terms of thinking. The other thing is that this explains a lot of the problems we have, even something like branding. Right, that the movement thinks of -" Christophe: "Exactly!" Fuzheado: " - branding as like, wait a minute, you're about to, you're thinking of renaming the movement as Wikipedia movement. But that has massive implications for our community and our movement. But as a Board member of the Foundation, you're like, well, that's not our charge. Our charge is to look out for the Foundation and its work and the Foundation and its work would be helped by "Wikipedia Foundation". So that explains a lot of the tension we have in our community. And it's good to keep that in mind as we talk about this."

[Later on, near the end of the meeting.] "[The Haifa letter was] the first time the Foundation and the board made a decision that was to protect the Foundation and not to serve the movement. That's what and that's where the shift actually began. And it's not so much a shift, but perhaps the first time there was a decision acknowledging that there is a very, very, very, very strong fiduciary duty to the Foundation and not the movement. And since then, so it's been almost 10 years, or it's been 10 years, we have not had that discussion of how do we reconcile the fact that we have a Foundation that has a fiduciary duty to the Foundation, and the need for the global movement to have a body that has a fiduciary responsibility to the movement. And since then, we have had that struggle, and a lot of underlying struggles we've had, to me and in my opinion, has come from there. Even the disagreement we've had in the Board, as James said, is we have had this discussion or disagreement and these are very good to have. But we should I mean, we should just face them and address them and have the hard discussion on how we manage them and not just trying to find middle ways of managing, in my opinion."