Legal:Wikimedia Foundation Board Handbook/Agenda and Minutes Protocol

The following outlines the preferred protocol for the development of the agenda and minutes of the Wikimedia Foundation Board of Trustees. This is only suggestive and may vary depending on a number of variables.

Before the Board Meeting

At least 1 month before the Board meeting

• The Board Secretary (or her or his delegate) proposes a list of meeting topics and estimated time requirements to the Board Chair and Vice-Chair and puts that proposed list on the Board wiki page. This proposed list will be made up of subjects (i) tabled for future discussion at the last meeting; (ii) discussed by the Board since that meeting; or (iii) recommended by the Executive Director (after consultation with the Board Secretary and the Board Liaison).
• The Board Secretary will notify the other Board members about this proposed list so they may input their thoughts to the Board Chair or Vice-Chair.

At least 2-4 weeks before the Board meeting

• The Board Chair or Vice-Chair proposes a final list of subjects for the Board agenda and estimated time periods on the Board wiki page in consultation with the Board Secretary and the Executive Director
  • If the Board Chair or Vice-Chair is not able to do so, the Board Secretary will proceed to do so.

At least 10 days before the Board meeting

• In consultation with the Executive Director, the Board Secretary and Board Liaison finalize the Board agenda, including specific time slots, for final presentation to the Board Chair, the Board Vice-Chair, and the Board members on the Board wiki page.
  • This final version is preferably worked out in wiki language to allow for easy cut-and-paste functions.
  • Every agenda will have the following topics at the end:
    • Action List
    • Open Items
    • Executive Session
  • The Board Secretary will be responsible for posting the final version of the Board agenda on the Board wiki page.
• The Board Secretary (or the Executive Director) authorizes the Board Liaison to send out available meeting materials to Board members as soon as possible.
  • Note: Confidential privileged or executive session materials should not be sent to Board visitors.

At least 2 days before the Board meeting

• The Chair or her or his designee posts to wikimediaannounce-l (and therefore wikimedia-l) a community- and public-facing summary of the Board's draft agenda. The Secretary or her or his delegate will assist the Chair as needed.
• The Board Secretary will provide a copy of the final Board agenda to the Board Liaison. The Board Liaison will update that agenda with appropriate logistical information (e.g., restaurant locations, travel information). The Board Liaison may provide that updated version of the agenda to the Board through email and in hard copy.

The Board Meeting

• The Board Secretary takes minutes of the meeting.

After the Board Meeting

At most 3 weeks after the Board meeting

• The Board Secretary posts the draft minutes on the Board wiki page for Board approval.
  • This will include a draft Resolution on the Board wiki for a vote to approve these minutes.
  • Within 10 days, the Board shall amend or vote to approve the minutes.

At most 5 weeks after the Board meeting

• The Board Secretary posts the approved minutes to wikimediaannounce-l (and therefore wikimedia-l) and any presentations for community and public publication.
  • Note: Public minutes are posted on the Foundation wiki and listed in the index of meetings, and the resolution approving the minutes is posted on the Foundation wiki and listed in the index of resolutions.
• The Board Secretary certifies a hard-copy of the minutes and referenced documents presented to Board and will include those certified minutes and documents in the Board books.
  • Note: Private minutes – such as matters protected by the attorney-client privilege or employee-specific issues – will be kept in hard-copy version in the Board books (certified by the Board Secretary).