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Board meetings Minutes from 2021-06 Questions?

June 1–2, 2021

Location: Online

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

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Maggie Dennis (Vice President, Community Resilience and Sustainability), Margo Lee (Deputy Chief of Staff), Chuck Roslof (Lead Counsel), Matt Thompson (Facilitator), Lisa Gruwell (Chief Advancement Officer), Robyn Arville (Chief Talent and Culture Officer), Grant Ingersoll (Chief Technology Officer), Toby Negrin (Chief Product Officer), Heather Walls (Chief Creative Officer)

Invited Guests (Partial attendance): Quim Gil (Manager, Community Engagement), Simona Ramkisson (Senior Manager, Community Development)

Day One – June 1, 2021

The meeting was called to order at 11:03 AM PDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Welcome, Greetings, and Administrative Actions

After a motion called by María Sefidari and seconded by Lisa Lewin, the Board unanimously approved the consent agenda.

Discuss and approve the Call for Candidates

Quim Gil, Senior Manager of Community Relations, provided a brief overview of the Call for Candidates materials and overall process and the successful development of support for Single Transferable Vote. The Board thanked everyone, including the Product, Trust and Safety, and Engineering teams, for their hard work on making Single Transferable Vote happen. The Call for Candidates materials will be published in multiple languages and on multiple channels on June 9, 2021. The essential requirements for candidates have not changed but the Elections Committee and staff have made the communications around the election more simple, accessible and clear for non-native English speakers.

The overall timeline is:

  • June 9 - 29: Call for candidates
  • June 30 - July 2: Announcement of confirmed candidates
  • July 7 - August 3: Candidates campaign and answer questions
  • August 4 - 17: Voting
  • August 18 - 24: Vote counting and processing
  • August 25: Announcement of vote results
  • August 25 - 31: Foundation vetting of selected candidates
  • September: Board appoints selected candidates

Committee Evolution Plan

Lisa Lewin provided a brief overview of the Committee Evolution Plan, which was endorsed by the Board Governance Committee. The plan will be implemented by the end of the 2021-2022 fiscal year.

The restructure plan introduced has four key elements:

  • Introducing an executive committee
  • Organizing the Foundation's various committees into Business Committees and Strategy and Policy Committees
  • Designing clearer processes for the selection of Vice Chairs, committee chairs, and committee members
  • Implementation of changes through the development of new policies and charters for the committees

Shani Evenstein Sigalov made a motion and was seconded by María Sefidari to approve the Committee Evolution Plan.

Committee Updates

María reviewed each committee update slide and asked for clarifying questions. Shani provided a brief update on the Brand Committee, which will be wrapping up in August. There will be a revised resolution for the Board at the September meeting.

Executive Session

The meeting adjourned at 11:45 PDT and the Board went into Executive Session.

Day Two – June 2, 2021

The meeting was called to order at 11:03 PDT. María welcomed everyone and began the meeting.

Operational Updates

Jaime Villagomez introduced Tanya Capuano, who explained that the Annual Plan helps to clarify and set the Foundation's priorities and shifts the dollars accordingly. Additionally, the Board will be asked to vote on a resolution that provides a delegation of final approval to the Audit Committee that allows the staff to reflect any refinements from the Board discussion.

Jaime, Amanda Keton, Robyn Arville, and Lisa Gruwell gave a high level overview of the main points in the Annual Plan. The Annual Plan budget is US$147 million with new investments in a Thriving Movement and Thriving Foundation. Staff sees the benefit of better-resourcing each team to be better positioned to take on new experiments and challenges, including building tools for the movement and community to succeed. This budget also focuses on creating a diverse workforce and an inclusive workplace. The Wikimedia Endowment and Enterprise will both come to fruition this year, which are new revenue streams for the Foundation. In response to trustees' questions, Lisa Gruwell confirmed that the grantmaking budget for the Community Resources team is growing from US$8.8 million to US$12.8 million. She explained that the new grantmaking strategy eliminates the previous limitations on annual organizational growth and governance requirements that proved difficult to meet in emerging markets and instead focuses on impact. The new strategy moves to a regional approach where every region has a budget, a regional program officer and a regional grantmaking committee that will make grantmaking decisions. While all regions will have budget growth, most of the growth is directed at Asia, Africa, Latin America and the Middle East where we have been underinvesting compared to the rest of the world. Trustees recommended that when the budget is becoming available online to the movement, staff should proactively and clearly address these changes.

A motion was made by Raju Narisetti and seconded by Shani Evenstein Sigalov to approve the Wikimedia Foundation 2021-2022 Annual Plan.

Board Education: Harassment

Simona Ramkisson, Senior Manager, Community Development, joined the Board and provided a brief, interactive presentation on the different types of harassment that users experience on-wiki. Staff will be growing and transforming the "Identifying and Addressing Harassment Online" course into a translatable, self-guided training module accessible to more users.

The meeting adjourned at 12:23 PDT and the Board went into Executive Session.

Corporate Actions