Board Meetings/March 27, 2020/Minutes

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Wikimedia Foundation Board Minutes

March 27, 2020

Location: Online

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

Board of Trustees absent: Raju Narisetti

Non-Board members present: Katherine Maher (Executive Director), Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Ryan Merkley (Chief of Staff), Chuck Roslof (Senior Legal Counsel)

Non-Board members present for a portion of the meeting: Nicole Ebber (Program Manager, Movement Strategy)


The meeting was called to order at 11:04 AM PDT. The Secretary confirmed the presence of a quorum. The Vice Chair welcomed everyone and reviewed the agenda.

Movement Strategy

Tanya left partway through this portion of the meeting.

Katherine and Ryan summarized the changes to the movement strategy recommendations that were made based on the January and February movement consultations, including feedback from the Board. They presented advice from staff regarding the legal and fiduciary obligations of the Board as it relates to certain aspects of the recommendations. Specifically, staff provided an analysis of balance between community oversight of movement resources (grants) and the fiduciary obligations of the Board for oversight of movement funds, as well as a discussion on delegating or distributing select governance functions to community bodies in a manner that would meet existing compliance obligations. The analysis found that it would likely be possible to meet the spirit of the recommendations while maintaining compliance, but the ultimate determination would depend on the specifics of implementation. Trustees acknowledged that the implementation details would be important for many of the recommendations, and they expressed their support of them.

After a motion by Nataliia, seconded by Lisa, the Board agreed to endorse the revised recommendations in principle and to delegate to staff the authority to finalize the proposal with the Movement Strategy writers group, with the expectation that they will bring the final version back to the Board.

Nicole Ebber left at the conclusion of this portion of the meeting.

Trust & Safety Mandate

Amanda shared an update on the Board’s Trust & Safety mandate, renewed and revised from its 2016 statement, including a timeline of next steps involving the Board’s comment and approval.

Community Trustee Selection

Dariusz, María, and James were not present for this portion of the meeting.

Lisa presented the case for postponing the planned community trustee selection process, due to the pressures of the global COVID-19 pandemic, and the negative impact it would have on community members’ ability to participate. She explained that the BGC would be circulating a formal proposal, for the selection process postponement and also for the governance changes it had been working on for the previous several months.

Executive Session

Foundation staff members were excused at this point in the meeting, and the Board held a confidential executive session. Katherine joined for a portion of the executive session. At the conclusion of the executive session, the meeting closed.