Endowment:Meetings/July 20, 2023

Agenda

4:00 - 4:05 pm UTC: Welcome (Board Chair, Jimmy Wales)

Approval of Minutes (Stephen LaPorte)
Introduction of Dhaval Patel as Endowment Treasurer

4:05 - 4:20 pm UTC: Wikimedia Foundation Update (Maryana Iskander)

4:20 - 4:35 pm UTC: Fundraising Update (Amy Parker and Caitlin Virtue)

Fiscal year 2022-2023 end of year update (Materials: Fundraising Report & Contribution Summary)

4:35 - 6:45 pm UTC: Committee Updates and Actions

Community & Grantmaking Committee (Chair, Phoebe Ayers)
- Updates: Grants disbursements, Wikimania & Community outreach
- Wikimedia Foundation Staff: Jayde Antonio

Governance Committee (Chair, Peter Baldwin)
- Updates: Status of candidate recruitment
- Wikimedia Foundation Staff: Stephen LaPorte

Finance Committee (Chair, Annette Campbell-White)
- Update: Operational and investment
- Action 1: Discuss and vote on the auditor recommendation
- Action 2: Discuss and vote on the spending policy
- Action 3: Discuss and vote on the 2023-2024 budget
- Wikimedia Foundation Staff: Dhaval Patel

6:45 - 7:00 pm UTC: Wrap-up and Q&A (Lisa Seitz Gruwell)

Confirm Next Meetings (Jayde Antonio)

7:00 pm UTC: Adjourn

Minutes

Endowment Board Meeting Minutes

Thursday, July 20, 2023 – 4:00 PM UTC

A regular meeting of the Board of Directors of the Wikimedia Endowment, a California Nonprofit Public Benefit Corporation, was held at the Arcadia Fund offices in London, England and virtually (via web conference) on July 20, 2023, at 16:00 UTC.

The following members of the Board of Directors were present at the meeting: Phoebe Ayers, Peter Baldwin, Alex Farman-Farmaian, Lisa Lewin, Patricio Lorente, Jimmy Wales, and Doron Weber. Maryana Iskander was present for part of the meeting.

Also present at the meeting were: Lisa Gruwell,

Jayde Antonio, Stephen LaPorte, Amy Parker, Dhaval Patel, Caitlin Virtue, and Eliza White. Peter Baldwin, Lisa Gruwell, Jimmy Wales, and Eliza White were in-person at Arcadia Fund in London. All others attended virtually.

Jimmy Wales acted as Chair of the meeting. Stephen LaPorte acted as Secretary of the meeting. The meeting was called to order, and based on the number of directors in attendance at the meeting, the Secretary determined that a quorum was present and determined that the meeting could proceed.

Summary of Actions

1) Welcome (Jimmy Wales)

Greeting of in-person and virtual attendees

2) Approved minutes from July 21, 2022 (Stephen LaPorte)

Based on a motion by Jimmy Wales, seconded by Lisa Lewin, the Board members present unanimously approved the following resolution:

Resolved, that the Board of Directors approves the minutes from the January 19, 2023 meeting.

Attachment: Minutes of the January 19, 2023 meeting

Introduction of Dhaval as Treasurer

3) Wikimedia Foundation Update (Maryana Iskander)

Statement on Wikimedia's responses to changing environments, from technological to regulatory
- Intention for the Wikimedia Foundation and Endowment Boards to work closely to plan and assess operational needs altogether

4) Fundraising Update (Amy Parker and Caitlin Virtue)

Fiscal year 2022-2023 end of year update
- The Endowment's Fiscal year 2022-2023 fundraising goal of US$10 million was met. We saw a better than anticipated performance in realized bequests, which are unpredictable by nature.
  - Review of future Endowment fundraising strategies, including increased planned giving activities

5) Committee Updates and Actions

Community & Grantmaking Committee (Phoebe Ayers)
Confirmation of disbursement of Endowment grants
- Notification of a presentation on the Endowment with Q&A session to take place at Wikimania alongside other Community messaging
Governance Committee (Peter Baldwin)
- Status updates of candidate recruitment
Finance Committee (Dhaval Patel)
Operational and investment updates
- Review of timeline for spinoff from Tides Foundation and confirmation that progress is being made as outlined

(Materials: Spinoff slide)

Action 1: Discussion and vote on the auditor recommendation; audit will begin at the close of the current fiscal year
Action 2: Discussion and vote on the spending policy
- Based on a motion by Lisa Lewin, seconded by Alex Farman-Farmaian, the Board unanimously approved the following resolutions:

Resolved, the Wikimedia Endowment will hire KPMG as its independent auditor.

Resolved, that the Board of Directors adopts the Endowment's Spending Policy and approves the proposed annual spend rate of 2.5 percent to 4 percent;

Resolved, that if management anticipates a material change in the spend rate above 4 percent, the Board directs management to consult the Chair of the Finance Committee promptly.

Action 3: Discuss and vote on the 2023-2024 budget
- Based on a motion by Lisa Lewin, seconded by Alex Farman-Farmaian, the Board unanimously approved the following resolutions:

Resolved, that the Board of Directors approves the proposed annual budget for the 2023-2024 fiscal year, consisting of US$11.5 million of forecasted revenue, US$2,090,000 of operational expense and US$2,910,000 for grants;

Resolved, that during the fiscal year, if management anticipates the change in revenue and expense will differ materially from the plan, the Board directs management to consult the Chair of the Finance Committee promptly.

Wrap-up and Q&A (Lisa Seitz Gruwell)

There being no other business to consider, the meeting was adjourned at 10:53 am San Francisco local time.