Minutes/2008-07-17

    From the Wikimedia Foundation Governance Wiki
    • Meeting: Board of Trustees
    • Location: Alexandria, Egypt
    • Participating: Florence Nibard-Devouard (for first day), Jimmy Wales, Michael Snow, Kat Walsh, Domas Mituzas, Stu West, Jan-Bart de Vreede, Ting Chen (second day only)
    • Absent: Frieda Brioschi
    • Quorum: Yes
    • Also present for certain parts: Sue Gardner, Executive Director
    • Start: 9:30 July 16th
    • End: 12:00 July 17th

    Approval of Minutes

    Resolution for the record:

    It is hereby resolved that:

    • the Board approves the Board Minutes from the April 5-7, 2008 Board meeting.

    Approved: Kat, Jan-Bart, Florence, Michael.
    Approval on-wiki: --Jimbo Wales 15:10, 22 June 2008 (UTC)
    Approval on-wiki: Domas 22:43, 22 June 2008 (UTC)

    Missing: Frieda (not present at the April meeting)
    Missing: Stuart (not board member at April meeting)

    Board Pledge of Commitment

    • Needs commitment to our values
    • Should describe fiduciary responsibilities needed
    • Conflict of interest clauses have to refer to separate Conflict of Interest policy document
    • Pledge of responsibilities has to be core of the document
    • Signature is needed, to show approval
    • Action item: Sue will brief Mike, Mike will prepare new draft for next face to face meeting

    Board member activity: whip policy

    • Meeting attendance isn't the only board activity measure
    • Need responsiveness to important issues
    • Action item: Jan-Bart will prepare and send an update on 'board whip policy'
    • Jan-Bart as vice-chair will 'hold the whip' and issue reminders for board activity

    Privacy policy

    • Privacy policy is a legal document
    • More simple explanations and summaries can be provided by community
    • Foundation-l has to be informed about new draft
    • Board is comfortable with existing privacy policy draft
    • Action Item: Michael will inform the community

    Chapter communication

    • A discussion on ways to improve inter-chapter and chapters to foundation communication was held, including business development topics.

    Audit committee review by Stu

    • Audit company (KPMG's San Francisco office) is motivated and willing to help
    • Almost all of recommendations from financial consultant have been addressed
      • Primary outstanding issue is Dexia account; policy in place as interim solution
      • Audit company will review financial consultant report and response
    • Michael is comfortable with setup of audit committee
    • Stu is working to bring in additional expertise from Bay Area law firms

    BHAG (Big Hairy Audacious Goal)

    • Needs community to build it
    • Has to unite community and projects
    • Has to be theoretically achievable

    Sub-Chapters

    • Kat will proceed with facilitation of process
    • Sue and Delphine will come up with proposals for possible sub-national chapter model

    3D objects

    • There are interested software parties, willing to assist with 3D media developments
    • Problem: Free formats missing
    • Florence will involve Erik and connect with 3D software companies

    Nomination Committee (NomCom) & appointment process

    • Sarah will be facilitator for nomination committee
    • Board would brief NomCom about needs and requirements
    • NomCom would provide shortlist of candidates to the Board of Trustees
    • NomCom members conduct interviews of candidates
    • Community representatives get ultimate voting power (as appointees are not voting in the final process)
    • Exploratory conversations will occur before considering for final selection
    • Has to be selected before November
    • At least two board of trustees members should conduct 1-on-1 conversations with candidates
    • Composition of Nomination Committee:
      • 2 community members
      • 1 Advisory Board member
      • 2 Board of Trustees members
    • Announce search for community members on foundation-l
    • Nomination Committee has to be briefed by Board by September 1st
    • Trustees should indicate their willingness to serve additional year before September 1st

    Chapters & appointment process

    • Chapters want to hold internal elections
    • Jan-Bart: election process would mimic existing community election, and would not use the major strength - ability to pick best people
    • Appointed trustees should be supported by multiple chapters
    • German chapter does not want any special position, and would have regular participation in the process
    • Board of Trustees will approve every outcome of Chapters selection process

    Election of Board Officers (July 17)

    • Florence Devouard leaves Board of Trustees
    • Ting Chen joins Board of Trustees
    • Michael Snow is appointed Chair of Board of Trustees
    • Jan-Bart de Vreede is re-appointed Vice-chair of Board of Trustees
    • Domas Mituzas is reappointed as Executive Secretary of Board of Trustees