Minutes/2014-04

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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.

Housekeeping

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.

Affiliations Committee

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.

Audit Committee

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.

Investment policy

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.

Privacy policy

Luis and Michelle joined for this portion of the meeting. Geoff introduced the new proposed privacy policy, and the community consultation process that developed the policy. The new privacy policy is more clearly written and addresses new technologies. After over five months of consultation and discussion with the community, the legal team incorporated hundreds of changes in response to community feedback. Geoff also presented changes to the Access to Nonpublic Information policy, which governs how how volunteers with access to non-public information identify themselves to the Foundation.

Board members expressed appreciation that the new privacy policy was clearly written and easy to understand. Board members asked about the social trust that was built under the current Access to Nonpublic Data policy, and the need to continually explore ways to ensure that access to nonpublic data receives appropriate community oversight. There was also discussion on whether the previous Access to Nonpublic Data policy effectively achieved the goal of oversight. Among other things, Board members asked where the new proposed privacy policy would apply. Michelle explained that the privacy policy would apply to all Wikimedia sites, except those covered by a separate privacy policy.

Sam made a motion to vote, seconded by Jan-Bart, and the Board approved the Privacy Policy and Access to Nonpublic Information policy.

The Board thanked the legal team for their work creating the new privacy policy and stewarding the extensive and useful community consultation process. Michelle was excused after this portion of the meeting.

Terms of use amendment

Luis joined for this portion of the meeting. Geoff introduced a new proposed amendment to the Terms of Use on undisclosed paid editing. The proposal was based on previous discussions with the Board on the topic of paid editing on Wikipedia. The proposal is to require disclosure of employer, client and affiliation for paid contributions. After an especially diverse and large discussion with the community, there was significant support for an amendment, with a few important points raised by the community. In response to some of the points, the proposal includes FAQs and a few possible alternative changes to the original proposed amendment.

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.

Luis was excused after this portion of the meeting.

User groups

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.

Movement partners

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.

Executive session

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.