Minutes, June 2022

    From Wikimedia Foundation Governance Wiki

    June 23, 2022

    Location: Online

    Board of Trustees present: Tymkiv (Chair), Shani Evenstein Sigalov (Vice Chair), Victoria Doronina, Esra’a Al Shafei (Vice Chair), Luis Bitencourt-Emilio, Tanya Capuano, Dariusz Jemielniak, Lorenzo Losa, Raju Narisetti, Rosie Stephenson-Goodknight

    Board of Trustees not present: Jimmy Wales

    Non-Board members present: Maryana Iskander (CEO), Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Maggie Dennis (Vice President, Community Resilience and Sustainability), Rebecca MacKinnon (Vice President, Global Advocacy), Lisa Gruwell (Chief Advancement Officer), Anusha Alikhan (Vice President of Communications), Carol Dunn (Vice President of Product Management), Guillaume Paumier (Principal Program Manager), Jorge Vargas (Senior Partnerships Manager), Matt Thompson (Consultant), Mayur Paul (Movement Communications Director), Megan Hernandez (Vice President of Advancement), Nadee Gunasena (Executive Communications Manager), Margeigh Novotny (Vice President, Product Design & Strategy), Tajh Taylor (Vice President, Data Science and Engineering)

    Board Visitors: Risker, Ciell

    Invited guest: Jon Huggett

    The meeting was called to order at 8:03 PDT. The Secretary confirmed the presence of a quorum.

    Welcome, Greetings, and Administrative Actions

    Nataliia Tymkiv, Wikimedia Foundation Board Chair, welcomed everyone to the meeting. The Secretary confirmed the presence of a quorum. Nataliia noted that two Board Visitors were in attendance from the Movement Charter Drafting Committee (MCDC). Risker and Ciell introduced themselves. Nataliia also introduced guest Jon Huggett, who is working with the Board on governance-related issues. Nataliia reviewed the meeting agenda. A motion was made by Dariusz Jemielniak and seconded by Shani Evenstein to approve the consent agenda. The motion was unanimously approved.

    At the March 2022 Board meeting, the Board discussed the need to develop a working capital policy. The Audit Committee has endorsed a policy that establishes a baseline minimum of 12 months and an amount of up to 18 months of expenses for its working capital reserves. The Audit Committee will receive an annual report on the Foundation’s reserves. A motion was made by Raju Narisetti and seconded by Tanya Capuano to approve the working capital reserve target policy. The motion was unanimously approved.

    Annual Planning and Budget Approval

    The Board heard from multiple members of staff on the Foundation’s 2023 Annual Plan. Nataliia thanked the staff for their work on the Annual Plan. This year’s plan is centered around four main goals:

    1. Advance Knowledge Equity by bringing a stronger regional focus to the work of the Foundation and our mission of free knowledge.
    2. Deepen our commitment to Knowledge as a Service by strengthening how we prioritize and allocate product and technology support to 740+ Wikimedia projects, starting with Wikimedia Commons and Wikidata.
    3. Strengthen movement governance and health by supporting key movement priorities like the Movement Charter, the Universal Code of Conduct, and implementation of key recommendations of the movement strategy.
    4. Improve the Foundation’s performance and effectiveness by improving our translation/interpretation support, lifting up more meaningful metrics to assess our impact, and designing shared services to support a truly global working environment

    This year’s planning process was different from prior years. In her first six months, Maryana embarked on a listening tour with the community. Then, each department was asked to reflect on what their own historic and current allocations were with a focus on understanding the work across departments. This was an opportunity for staff to look at what resources were already available and synergize in new ways. The Foundation also engaged with the community in two-way conversations. Four times as many people engaged this year compared to last year.

    FY22-23 is not anticipated to be a year of rapid growth. The Foundation anticipates 17% growth to a budget of $175 million with moderate growth in terms of staffing. Next year, the fundraising team will be increasing targets in each of their major streams, with a particular focus in Major Gifts. A motion was made by Tanya Capuano and seconded by Nataliia Tymkiv to approve the Wikimedia Foundation 2022-23 Annual Plan. The motion was unanimously approved.

    Universal Code of Conduct Analysis and Recommendations

    Maggie Dennis, Vice President, Community Resilience and Sustainability, provided an update on the Universal Code of Conduct. Three areas of concern were identified in the Enforcement Guidelines with an additional note in the policy. The Community Affairs Committee therefore requested further evolution of the Guidelines. Community conversations have been launched and a Revisions Committee convened to modify the document based on carefully considered community consensus. With an overwhelm of English and German users, representation of views and needs of other languages and marginalized communities will be important. Feedback on other changes for the Policy is ongoing and will be considered a year after the Enforcement Guidelines go into effect. Pushback against postponing review of other elements has been small & localized in German and English. Taiwan has pushed back against delaying implementation at all, calling to resist “loud minority” filibusters that would block forward momentum. Training is an important element in the UCoC, but it is controversial. The Revisions Committee is working to reduce the divisiveness of the issue with an approach that serves the needs of our many communities.

    Summarized conversations around the points under review will contribute to a redrafted Enforcement Guideline which will then be open for community review. After a second vote, if the approval rating is above 50%, the Enforcement Guidelines will be submitted to the Board of Trustees for consideration. As the Board moves forward with ratification, the UCoC project team will begin supporting specific proposals in the Guidelines, such as: working with community members to form the U4C Building Committee, start consultations on training, and support conversations about improving our reporting systems. One year after ratification, the summarized comments and feedback from round 2 voting will be used to support the completed package review, along with new feedback received during the first year that the system is functioning.

    Movement Charter Drafting Committee

    Risker and Ciell provided a brief update on the MCDC and how their work has progressed. The MCDC plans to meet in person before the September Wikimedia Summit.

    The meeting adjourned at 10:36 PDT and the Board went into Executive Session. Maryana Iskander (CEO), Amanda Keton (Secretary; General Counsel), and Jaime Villagomez (Treasurer; Chief Financial Officer) stayed for a portion of the Executive Session.