Minutes, March 2022

    From the Wikimedia Foundation Governance Wiki

    March 23, 2022

    Location: New York City, NY

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

    Invited guest: Jon Huggett

    The meeting was called to order at 11:09 EDT. The Secretary confirmed the presence of a quorum.

    Welcome, Greetings, and Administrative Actions

    Nataliia Tymkiv, Chair, welcomed everyone to the meeting and reviewed the agenda for the day. After a motion made by Shani Evenstein and seconded by Jimmy Wales, the Board unanimously approved the consent agenda.

    Getting to Know the Board

    Because of the global pandemic, the Board had not met in person for two years. Many trustees had not met each other face-to-face. The trustees participated in several activities to get to know each other better.

    Board Business

    Due to an increase in professional demands, Esra’a Al Shafei requested a temporary reduction in her Board-related responsibilities. The Board discussed temporarily re-assigning Esra’a’s roles as Board Vice Chair and Product and Technology Committee Chair and permanently reassigning Esra’a’s positions as Elections Committee Liaison and member of the Board Selection Task Force. The temporary reassignments will expire June 1, 2022. After a motion made by Dariusz Jemielniak and seconded by Raju Narisetti, the Board unanimously approved adjusting Board roles for Esra’a Al Shafei.

    Nataliia left the room for the following discussion and vote.

    Dariusz, Governance Committee Chair, led a discussion regarding appointing Nataliia Tymkiv to a Board-selected seat to ensure continuity of leadership while the Foundation undergoes leadership changes. In this seat, Nat will be able to continue to serve the remainder of her three-year term as Board Chair (ending in 2024). This will effectively allow for one more community-and-affiliate sourced seat on the Board, bringing the total for 2022 to six community-and-affiliate selected seats, five Board selected seats (one of which will be Nataliia from the community), and the Founder seat. After a motion made by Jimmy Wales and seconded by Esra’a, the Board unanimously approved reappointing Nataliia Tymkiv to the Board as a Board-selected Trustee, for a term beginning on September 1, 2022, and continuing until November 1, 2025 or until the Board appoints a replacement for that seat, whichever comes first.

    Nataliia rejoined the meeting after the vote was called and completed.

    Dariusz, Chair of the Board Selection Task Force (BSTF), led a discussion regarding the 2022 Trustee Selection process. The BSTF met over several months to discuss how to structure the 2022 election process and also held open meetings with representatives from Affiliates to gather feedback. With staff, the BSTF has made a recommendation to update several of the election processes from 2021, including creating an Analysis Committee of Affiliates, updating the Diversity Equity and Inclusion (DEI) criteria, and shortlisting six candidates for the ballot. The Board agreed to reflect on the changes overnight and to continue the discussion on March 24, 2022.

    Maggie Dennis provided a brief update on the Universal Code of Conduct vote, which closed on March 22, 2022. Voters cast votes from 137 communities, with the top 9 communities being: English, German, French, Russian, Polish, Spanish, Chinese, Japanese, Italian Wikipedias, and Meta-wiki. There was some concern raised over who will get to decide what training consists of and also how the UCoC will be enforced. If the UCoC passes, the Board will vote to pass it by resolution. The Board will review the comments and discuss any consistent themes that have arisen.

    Rosie Stephenson-Goodknight, Acting Chair of the Community Affairs Committee (CAC), noted that the CAC has endorsed dissolving the Funds Dissemination Committee (FDC) after discussing that there will need to be a replacement for the FDC’s role for community involvement in the Annual Plan. The CAC also thanked the FDC members for their work over the years and expressed appreciation for their efforts. Rosie asked Maryana Iskander, CEO, to provide additional context on dissolving the FDC. The FDC provided review of the Foundation's Annual Plan but has been dormant for several years. For this year’s Annual Plan, staff considered alternative ways to receive feedback from the community. The Foundation will release a draft plan so that the community can review the plan and offer feedback. After this review period, staff will review the feedback and incorporate, as needed. Staff will then provide the updated plan to the Board. The Annual Plan will require a Board resolution for approval in June 2022. The Board noted that this year’s process will likely be an interim process as the Regional Grant Committees could potentially play a role in the future as could the Global Council. The Board unanimously approved an amendment to the resolution to dissolve the Funds Dissemination Committee. After a motion made by Tanya and seconded by Raju, the Board unanimously approved the resolution to dissolve the Funds Dissemination Committee.

    Foundation Updates

    Maryana noted that the Foundation Updates session is designed for input and discussion. Jaime Villagomez, Chief Financial Officer and Treasurer, and Lisa Gruwell, Chief Advancement Officer, provided an update on year-end financial projections. The Foundation’s financials are looking positive but there are new trends, like declining pageviews in major markets, that are worrisome for fundraising revenue. There are macrotrends in the internet environment that are having an impact on decreased views, including TikTok rising as a popular website, Facebook being in decline, Google search being in decline (where 80% of traffic is from), and the rise of voice assistants. As a result, staff is projecting that banner revenue will be flat this year. There are two new revenue streams coming online in the next year, Enterprise and the Endowment. The biggest projected expansion in any of the revenue streams is in major gifts. Staff noted that the Foundation does not currently track unique users for privacy reasons but staff is investigating different ways to analyze the data that is available. The Board noted that data is important and staff and the Board need to align on what the common goals are for tracking information. Staff is already working on developing metrics to show donors what impact their gifts are having.

    The Board had a discussion on working capital reserves, which is the amount of net surplus held per average annual spending. Currently, the Wikimedia Foundation is within the best practices range of 16-18 months (as determined by Charity Navigator). However, as the organization grows, the capital reserves are expected to drop, which will need to be compensated for with fundraising. The Board requested that staff draft a reserve policy with the oversight of the Audit Committee. When the reserve policy is ready, the Community Affairs Committee will help communicate the policy and the need to have reserves.

    Maryana provided an overview of the Annual Plan process and how it has deviated from previous years. The annual process, which usually starts in June, will be replaced with rolling quarterly reviews. This plan will not solve all of the problems from previous planning cycles, but is a starting point that is in better alignment with Movement Strategy. This plan also is less inwardly focused on the Foundation and more focused on the problems the movement and the Foundation are trying to address.

    Maryana reviewed the ten themes to guide planning:

    • Align the Foundation’s goals with the strategic direction of the Movement’s Strategy
    • Heavy Reliance on Movement Strategy Recommendation #10: Evaluate, Iterate, and Adapt
    • Commitments to movement governance (Universal Code of Conduct, Movement Charter Drafting Committee)
    • Shape Wikimedia’s global contributions in response to rising government regulations and growing misinformation/disinformation
    • A more adaptive view of how the Foundation supports the product and technology needs of Wikimedia projects
    • Organizing more of the Foundation’s work with a regional lens
    • Connecting the dots to improve efficiency and increase impact (across programmatic areas and shared services)
    • Tackling multi-year initiatives through more appropriate mechanisms than an annual plan
    • Benchmarks to guide our performance and accountability
    • Share the Work of Others to Visualize a ‘Movement Plan’ in time

    Staff noted that this process has been a more positive experience compared to other years. Staff is working together to solve problems rather than spending too much time addressing headcount. This plan will also be iterative.

    The meeting adjourned at 16:32 EDT and the Board went into Executive Session. Maryana Iskander, (CEO), Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), and Jon Huggett (invited guest) attended.

    March 24, 2022 Location: New York City, NY

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

    Non-Board members present: Maryana Iskander, (CEO), Margo Lee (Deputy Chief of Staff)

    Invited guest: Jon Huggett

    Executive Session

    The Board had a brief Executive Session which called to order at 09:05 AM EDT.

    Official Board business continued at 13:16 for a brief discussion.

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

    Invited guest: Jon Huggett

    2022 Trustee Selection Process

    The Board continued the previous day’s discussion around the proposed 2022 Trustee Selection process. After a motion made by Tanya and seconded by Esra’a, the Board unanimously approved the 2022 Trustee Selection resolution. The Board also noted that there is a need to build a better pipeline for candidates in the future.

    References