Minutes:2022-09-08

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Minutes from 2022-09-08

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September 8, 2022

Location: Berlin, Germany

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

Board of Trustees not present: Esra'a Al Shafei (Vice Chair)

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), Anusha Alikhan (Vice President of Communications), Nadee Gunasena (Chief of Staff), Selena Deckelmann (Chief Product and Technology Officer), Jean Delage-Sié (Director of People Experience)

Non-Board members present (partial attendance): Maggie Dennis (Vice President, Community Resilience and Sustainability), Hanan El Yousef (Lead Strategist, Movement Strategy), Kaarel Vaidla (Lead Movement Process Architect)

Board Visitors: Anne Clin (Risker), Daria Cybulska

Invited guest: Jon Huggett

The meeting was called to order at 9:09 CET. 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, Anne Clin and Daria Cybulska, were in attendance from the Movement Charter Drafting Committee (MCDC). Nataliia also introduced guest Jon Huggett, who is working with the Board on governance-related issues.

Strategic Planning

The Board participated in several strategic exercises discussing questions around the Foundation's long-term strategic goals and its key stakeholders. The exercises looked at models for the lifecycle of a business and how that may be relevant to a global movement as well as a case study for a technology-focused company. The exercises generated discussion that will help shape the March 2023 Board meeting. The Board plans to begin developing a longer-term strategic plan for the Foundation that connects the Foundation's annual plan to the broader goals of the 2030 movement strategy and also addresses ongoing external trends around access to information.

Universal Code of Conduct Analysis and Recommendations

Maggie Dennis, Vice President, Community Resilience and Sustainability, provided an update on the Universal Code of Conduct. The Community Affairs Committee (CAC) asked staff to review the footnote in the policy on harassment and provide a recommendation. Staff recommended that the footnote be removed and the CAC endorsed the proposal. After a motion made by Shani and seconded by Victoria Doronina, the Board unanimously approved a resolution revising Universal Code of Conduct.

Briefing for the Wikimedia Summit

Maggie Dennis, Hanan El-Youssef and Kaarel Vaidla joined the Board meeting for a briefing on the Wikimedia Summit. They provided an overview of the meeting and answered questions.

Annual Plan Updates

Maryana Iskander Iskander, CEO, noted that tuning sessions have been converted into learning spaces, with a focus on sharing information and reporting on progress. These sessions encourage sharing learnings and challenges.

Maryana provided an update on the four fiscal year 2023 Goals:

Advance Knowledge Equity through a regional lens.

Staff has 1-2 draft priorities per region based on needs identified in the June learning cycle. Each region has two leads to help connect the dots and advance priorities.

Deepen our commitment to Knowledge as a Service.

The priority is to strengthen how the Wikimedia Foundation allocates product and technology support to 740+ Wikimedia projects. This includes work on Wikimedia Commons and Wikidata.

Strengthen movement governance and health.

There are four areas of focus:

1. Universal Code of Conduct is on track and a draft has been completed for a second community consultation to launch in September.
2. Movement Charter Drafting Committee recently released an outline for the movement charter.
3. Voting is under way for the community elections. There were several challenges in supporting the process in 2022. The Elections Committee, Governance Committee, and staff will be meeting in November 2022 to define approaches for future elections.
4. Movement Strategy Implementation of hubs is underway. The second version of Minimum Piloting Criteria has been published. The community is reviewing these guidelines and best practices. A dedicated session at Summit is planned, and hubs will be a top priority in regional conferences in October-November.

Improve the Foundation's performance and effectiveness.

Staff plans to strengthen "shared services" across the Foundation, through 3 key goals:

1. Improve cross-departmental collaboration and ways of working.
2. Strengthen our movement's operational infrastructure. (e.g., Wikimedia Endowment, improvements to grants programmes)
3. Upgrade Foundation infrastructure. Upgrade systems and tools for a globally distributed, remote-first organization (e.g., translation, Human Resources Information System, new countries for fundraising, improved financial workflows)

Maryana also provided an update on the year-end financials for the Wikimedia Foundation. Key report outs include:

• Revenue exceeded budget by +12% (US$18 million)
• We met our programmatic ratio goal of 76%, growing +2% from the previous year. Our actual expenses grew by 26%, underspending our budget by (-8%) or (-US$12.9 million).
• Grants grew 52% (US$5 million) compared to the prior year
• We developed processes for software capitalization
• We made several key investments, including Wikidata and a new data center
• Cash and investments increased by 4% (~US$9.1 million) YoY

Board Business

After a motion made by Jimmy Wales and seconded by Shani Evenstein Sigalov, the Board unanimously approved the consent agenda. The Board also discussed a proposal by the Governance Committee to keep the size of the board at twelve for the next two years. Through the Bylaws, the Board has the option to grow to a maximum size of sixteen. After a motion made by Luis Bitencourt-Emilio and seconded by Jimmy Wales, the Board unanimously approved updating the Board expansion plans. Lastly, the Governance Committee also made the Board aware of trustee development plans.

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