April 25, 2014
- Location: San Francisco, CA, USA
- Board of Trustees Present: Jan-Bart de Vreede (Board Chair), Phoebe Ayers (Vice-Chair), Samuel Klein, Maria Sefidari, Jimmy Wales, Stu West, and Alice Wiegand
- Non-Board members present for most of the meeting: Sue Gardner (Executive Director), Geoff Brigham (General Counsel and Board Secretary), Stephen LaPorte (Legal Counsel), Doron Weber (Board visitor)
- Non-Board members present for parts of the meeting: Garfield Byrd (Chief of Finance and Administration), Lisa Seitz-Gruwell (Chief Revenue Officer), Luis Villa (Deputy General Counsel), Michelle Paulson (Legal Counsel)
The Chair called the meeting to order at 9:00 AM on April 25, 2014. Jan-Bart de Vreede (Board Chair), Phoebe Ayers (Vice-Chair), Samuel Klein, Maria Sefidari, Jimmy Wales, Stu West, and Alice Wiegand were in attendance. Sue Gardner, Geoff Brigham, and Stephen LaPorte were also present.
- 1 Housekeeping
- 2 Investment policy
- 5 User groups
- 6 Movement partners
- 7 Open action items
- 8 Executive session
Annual plan feedback
The Board discussed how to provide Sue with structured feedback on the annual plan. Individual board members had reviewed the plan and made comments, and the Board will consolidate its feedback for Sue within the next few days.
Maria provided an update on the Board's meeting with the Affiliations Committee during the Wikimedia Conference in Berlin. At the meeting, Board members discussed their duty of care with the Affiliations Committee, and the Committee discussed its mandate.
The Board discussed whether the Affiliations Committee should allow user groups to automatically renew each year (given that the user agreement itself allows automatic renewal). The discussion on user groups was continued in the afternoon.
Other committee meetings
The Human Resources Committee and Board Governance Committee intend to meet following the Board meeting.
The Audit Committee reported that it has reviewed the WMF's Form 990. The Committee also worked with Garfield to prepare a new proposed Investment Policy, which will be presented to the Board.
Welcome to Katherine
Katherine Maher, the Wikimedia Foundation's new Chief Communications Officer, joined for this portion of the meeting, and the Board welcomed her to the Wikimedia Foundation.
Doron Weber joined the meeting at this point.
Updates on office space
Lisa joined for this portion of the meeting to give an update about the Wikimedia Foundation's office space and future needs.
Garfield joined for this portion of the meeting. Garfield presented a new proposed Investment Policy, which was reviewed and recommended by the Audit Committee. Board members asked Garfield some clarifying questions about the difference between a reserve and an endowment.
Stu made a motion to vote, seconded by Sam, and the Board approved the policy unanimously with the members present.
Board members talked about the importance of allowing the community to craft an alternative disclosure, including an opt-out or stricter standard for disclosure (the so-called "Option 3" presented to the community). Board members also identified a potential problem that this rule could be enforced in an overly harsh manner, and discussed how this should be discouraged.
The Board took a break for lunch, and then continued their discussion on the proposed amendment.
Jimmy made a motion to vote, seconded by Stu. The Board approved the amendment. The Board thanked the legal team for preparing the amendment and helping direct the extensive and useful community consultation.
- Resolution: TOU Amendment - Disclosure of Paid Editing
Luis was excused after this portion of the meeting.
Sue explained the history of user groups, which were designed in the 2012 movement roles discussion as a simple, easy-to-form, and informal group. Currently, there are fewer user groups than expected, and Sue questioned why that is the case. The Board discussed their recent conversation with the Affiliations Committee about movement roles, including the potential impediments to quickly forming user groups. Board members agreed that user groups should have a lightweight process and that, at most, there should only be a quick, light oversight or review to encourage informal and fun user groups that wish to support our projects and mission.
The Board discussed incorporation of user groups, and Board members explained that they believe incorporation may not be appropriate for most groups, but may be acceptable in certain limited circumstances when there is a strong, justifiable reason.
Maria, as Board liaison, will discuss this vision of user groups with the Affiliations Committee.
The Board discussed the purpose of movement partners, another element of the Board's 2012 discussion on movement roles. Movement partners were intended as a way to map the free culture ecosystem, and allow Wikimedia to provide funding and recognition for groups with an aligned purpose. The Board discussed whether this purpose required any additional formalization or not.
Sam will investigate the role of movement partners and bring a proposal for the Board's consideration.
Open action items
The Board identified Wikipedia readership and the Board election process as topics for future discussion.
The Board thanked Doron for his attendance. Sue, Geoff, Stephen, and Doron were excused at this point in the meeting.
The Board held a confidential executive session, without any staff members present. The meeting concluded at 4:30 PM, after the end of this portion of the meeting.