Minutes:2007-10-07 public message

Minutes/October 6-7, 2007

Hello everyone,

Time to give you news of the activities of the Foundation. The board and the staff of WMF were all in Florida in the past few days. I was in the office on thursday and friday, largely to meet and talk with Oleta, the bookkeeper, and to prepare the board meeting, which occured during the week end. Monday was a day dedicated board+staff. Tuesday and wenesday were staff days.

Server facility visit and relocation good-bye party

First, for those who missed the story, the office will very soon move to San Francisco. In the next few weeks, Sue will look for an office over there, interview candidates for various positions and moving will start soon after. At latest, the office in St Petersbourg will be closed end of january. As you may guess, unfortunately, some staff members will not follow us there (do not ask me to cite names, I am not sure everyone 100% made up their mind, nor that they wish the information to be announced now). So, this meeting was also the last time we were meeting with some staff members who will soon part from WMF. Over the past few months, bonds were obviously created, so, there was of course a bit of nostalgia.

On monday evening, the board plus staff interested went to visit the

colo (the servers will stay in Tampa, they will not move to SF). We took many pictures, including the very neat area of servers bought since Rob started working for us, the very messy area of the old servers (some old ones from back to 2003) and the pile of main databases servers (yeah, Wikipedia entirely hold in 40 cm height). You may find some pictures of that trip here

The colo visit was followed by a little good-bye party.

Board agenda

Now, report regarding work in itself :-)

The agenda of the board was pretty dense, so I will try not to go in too much details. Part of the reporting is copied from the board minutes made by Erik.

First day

Present: Frieda, Kat, Erik, Jan-Bart, Anthere, Jimmy, Sue, Mike in some discussions

Saturday started by an executive report from Sue, and a report from Mike regarding our trademarks. There was some extensive discussion in particular centered on the organizational chart and its likely future evolution. Some positions will be opened very soon (either new positions, or replacement of staff not moving to SF). I will not go into details here, the announcement of job openings should come very shortly, and you will be informed at that moment.

We moved on the approval of various policies. One is actually already implemented since last december, at the last fundraising. But whilst cleaning up records, I realised it was never formally approved, so here it is. Donor Privacy Policy (link to old version)

A second policy regarding travels was also passed. The first was about the conditions of reimbursement. This one deals with the check and balances (any person travelling on behalf of the Foundation, should get an approval from another person from the Foundation. This policy fix these terms. Travel Approval Policy

A third policy, called "Code of Conduct" was passed. It clarifies the obligations of the staff and board members in terms of behavior toward their peers. Hmmm, this policy generated a LOT of discussion, in particular because it tends to be SO american ;-) However, we considered that past events made it absolutely mandatory to clarify what was acceptable from what was NOT acceptable. Code of Conduct Policy

Mona, our financial expert, started working on various financial policies, but we agreed that those should be approved later on by the audit committee. I expect several of those to be on the agenda of next board meeting.

Afternoon was dedicated to

First, a 2 hours discussion with Larry Biddle (look up

Larry Biddle) on fundraising strategy. Larry is helping us on our fall fundraiser, and it has revealed very useful so far.

Second, a presentation from Erik, regarding communication architecture.

We agreed that the Board should focus on high level principles. That development of a statement of principles on tool use & practices (e.g. open source vs. proprietary tools) would be desirable. And that revision of current practices was not a high operational priority.

We also took some time to officially create an ED committee (this is the second board committee). The membership is Jan-Bart, Kat ? and Anthere. The roles of this committee are all related to the Executive Director. It may be 1) to find and hire an ED, 2) to provide an annual assesment of the ED work, 3) to negotiate working conditions, 4) to fire him etc...

Second day

Present: Frieda, Kat, Erik, Jan-Bart, Anthere, Sue in some discussions

First part of sunday morning was dedicated to board membership. The length of term of appointed board member was discussed, but not changed. It consequently stays one year. (Appointed and elected members can be re-appointed or re-elected with no limitations). We also decided that board stability was one of our prior concern. Frieda joined recently and is still quite a bit in the learning mode, and a member will be replaced. Each time board membership is changed, we need to adjust to the new person, which is rather energy draining. None of us would consequently consider a board expansion at this stage. Decision on election 2008 was also postponed to next Board meeting.

Jimbo and Jan-Bart were both reappointed for a one year term.

Michael was not reappointed. His term will end 1st of december.

We held officers elections. Hmmm, we actually dealt the cards, and picked up the same than last year. So, I stay chair, Erik is still our executive secretary and Jan-Bart our vice-chair.

At this point, some should wonder "hmmm, and what about the treasurer ?"

Yeah, what about the treasurer... well, the treasurer term ends up 1st of november, at which date, we'll be out of treasurer. Mona and I worked in the past few weeks on a "job description" document to find a new treasurer. To be fair, given the state of the organization now, much bigger than a year ago, and expected to grow even more, we really need an expert on financial matters. We have reached a stage when we just can not simply nominate one of us treasurer. We need someone to truely provide financial high level oversight. So, what we did was to draft this job description and qualification requirements. What is intended is to polish it in the next few days, then post it publicly, here, on the website, and also on other charity venues. However, this quest could not be handled uniquely by Mona and I. So, to organize this quest, we created a Treasurer Search workgroup. Current membership is Kat, Erik and I. Erik is the chair of that group. More to come on the treasurer search soon.

We also discussed (but not yet officially approved) the principle of imposing a delay of 6 months before a staff member can be a candidate for board election, as well as 6 months before a board member can fill up a staff position.

There was also a brief discussion about the advisory board, and essentially it boils down to "larger discussion at next board meeting".

We then had a two hours discussion with Ruth-Ellen, a consultant, prior spoke-person at the CBC. Topic of the discussion: Media Training 101 (aka, how to deal with the very nasty or very intrusive questions of our friends the journalists). This presentation was made to all board members on sunday. Then to the staff on monday. During monday, Ruth-Ellen also had individual sessions with board members.

This was actually the first time we ever included in the agenda, a session meant to "educate" us. I think it was really worth it.

The afternoon was two folds. The first part was about budget. The second was related to chapters.

Hmmm, budget.
The budget was built by Mona, based on a feedback of all staff members, plus I for the board. It was not easy... First because there was no budget last year, second because we are growing so fast that our needs also grow very very fast.

Budget discussion occured with consultant Mona Venkateswaran, resulting in approval of the FY 2007-2008 overall budget value. This is the first properly planned budget in the history of the Wikimedia Foundation. It is understood to be tentative and contain a significant margin of error. Budget will be refined as data capture improves. We also asked that more granular capture of accounting categories was needed, e.g. Wikimania.

We ended sunday with a large discussion. Sue Gardner began the discussion by presenting a possible strategy to clarify the relationship between WMF and Wikimedia Chapters. The strategy outlines 4 types of relationships, essentially ranging from business development with revenue sharing over traditional non-profit activities to informal affilitations. Far ranging discussion resulted, hmmm, with obvious agreement resulting. We agreed in the end that the discussion stage was still too early for a Board/Chapters Retreat to be likely to result in meaningful output. Therefore, December Chapter Retreat is cancelled. We also agreed on the need for a systematic process of gathering feedback from the chapters on their expectations & perceived purpose should precede a strategy draft from WMF about the relationship with chapters.

I hope this will feed your thoughts for a few days. Other emails will follow to inform you further in the next few weeks. A more in-depth discussion will also occur with the chapter members. Resolutions will be posted when finalized.