Resolution:Commissioning a Proposal for Board Expansion

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Resolution: Commissioning a Proposal for Board Expansion

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This resolution was approved on July 10, 2019.

Whereas, the Board of Trustees wishes to have the Board Governance Committee create an ad hoc Committee or task force to investigate ways of increasing the size and capabilities of the Board to incorporate critical leadership skills and capabilities necessary for its work;

Whereas, the Board affirms its belief in the following principles and observations:

(A) Geographic, linguistic, and other forms of diversity are essential within the Board of Trustees;

(B) Talent from both outside and inside our existing community is necessary and welcome;

(C) Service on the Board of Trustees requires specific expertise, experiences, and specialities to most effectively meet the evolving needs of the Wikimedia Foundation and the community and projects it serves;

(D) The currently serving Board, with -- as necessary and appropriate -- input from key staff, outside experts, the community and other stakeholders, should be well-positioned to determine gaps and needs of skills and experience on the Board;

(E) Service on the Board of Trustees has on occasion demanded considerable time, and an expansion in the number of members will result in more equitable and manageable divisions of labor;

(F) The current structure of the Board of Trustees needs improvement and flexibility in order to meet the future needs of the Wikimedia Foundation and the Wikimedia movement and to adapt to a changing environment;

Now, therefore, be it:

Resolved, the Board hereby authorizes and directs the Board Governance Committee to create an advisory committee for the purpose of investigating and preparing a recommendation on expanding membership of the Board of Trustees (the "Board Membership Advisory Group"), and the Board requests that the Board Governance Committee determine the membership and structure to enable the Board Membership Advisory Group to achieve this purpose.

The Membership Advisory Group shall:

(1) Consult with the Wikimedia community, past and current members of the Board of Trustees, the Executive Director and Secretary, other staff as appropriate, and other experts, as appropriate for its purpose;

(2) Prepare recommended principles to guide evaluation of the possible changes to the membership structure and procedures of the Board of Trustees;

(3) Prepare proposals for changes to membership structure and procedures, which may include alternative options with Advisory Group evaluation and recommendations,

(4) Propose an increase to the size of the Board of Trustees; and

(5) Report on its findings to the Board Governance Committee and the Board of Trustees.

The duties of the Board Membership Advisory Group will conclude upon the delivery of a final report on its recommendations and findings, no later than January 31, 2020, unless otherwise directed by the Board.

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

References

• Discussion of Board composition in 2015