User:Yair rand/WMF membership proposal

“	The main reason there is a Board is so that the state of Florida will know who to throw into jail if the Foundation violates the law. The Board was not formed because it was determined this would be the best governance structure for the Foundation. It was formed because, when we went about creating the Foundation as a non-profit, the state of Florida informed us that a Board would be legally required. Without this requirement, the Foundation would likely have adopted some other form of governance, one that is more in line with the nature of the Wikimedia projects and of the communities behind them.	”
— Tim Shell, one of the three original members the Board of Trustees

Background: The Wikimedia Foundation Board of Trustees is designed so that the Wikimedia movement largely controls the makeup of the Board, over the long-term, through elections and selection processes. However, legally, the elections are not binding, and trustees have the unrestricted legal authority to appoint their own members, regardless of the results of any elections. The Wikimedia Foundation is not a membership organization, and the Board is the ultimate, unchecked authority over the WMF and itself. There are several reasons for not having an open membership with legally binding elections, including the risks of creating a hierarchy between WMF members (who would be legally required to publicly disclose their identities) and non-members, and the risks of a possible hostile takeover. As such, while we legally have the Board choose all of its own members, we hold triennial legally-nonbinding elections to the Board, with the assumption that the Board will appropriately respect the outcome.

Problem: There are considerable risks with this setup. Seven of the sixteen trustees are appointed members brought in from outside the movement for their expertise, and there is a very real risk that the Board may at some point in the future arbitrarily disregard an election result, or unilaterally change the bylaws to remove elections, or take other action that would make the Board permanently self-perpetuating with no community control. While there must be some group that legally has the final say, the Board's conflicting need for specific expertise makes it a poor choice for the responsibility which requires trust above all else. The current setup does not adequately ensure continued community control.

Proposal: To solve this, I propose the creation of a closed legal WMF membership consisting of volunteering stewards, certain affiliate presidents/chairs, and perhaps eventually Global Council members, all of whom would have committed to implementing a set of community-governed policies regulating certain aspects of the Board and the WMF membership itself. This group should have sole legal authority over community-elected and affiliate-selected Board member appointments, veto power over changes to the bylaws (which would only be used to ensure the continued power structure), and the ability to appoint/remove its own members to reflect the changing membership of the source groups. This group would not make decisions on their own, but would be trusted to implement movement decisions, including by implementing Board election results. The primary rationale for the membership selection critera is to put together a group which can be trusted not to arbitrarily overturn an election result, thereby ensuring that the WMF leadership will not end up as a self-perpetuating group. It would be the group of people trusted to carry out a simple set of tasks, bridging the wiki reality with the legal reality.

The creation of this group would not require any change in the makeup or regular functioning of the Board itself, or of its selection processes (in practice), which are a separate issue. In order to limit possible conflicts, the bylaws could restrict the group's ability to make new Board appointments to times of vacancies among the relevant seats and regular scheduled elections. If possible, its veto power over changes in the bylaws would also be limited to bylaws dealing with membership and the Board itself. The responsibilities of the group must be sufficiently limited and the rules governing its actions must be sufficiently clear, that it would not need to make complex or controversial decisions.