Minutes:2014-08-06

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Minutes from 2014-08-06

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August 6, 2014

• Location: London, UK
• Board of Trustees Present: Jan-Bart de Vreede (Board Chair), Phoebe Ayers (Vice-Chair), Frieda Brioschi, Bishakha Datta, Sam Klein, Patricio Lorente, María Sefidari, Ana Toni, Jimmy Wales, Stu West, and Alice Wiegand
• Non-Board members present for most of the meeting: Lila Tretikov (Executive Director), Geoff Brigham (Secretary and General Counsel), Stephen LaPorte (Legal Counsel)
• Non-Board members present for portions of the meeting: Garfield Byrd (Chief of Finance and Administration), Anasuya Sengupta (Senior Director of Grantmaking)

The Chair called the meeting to order at 11:40 AM on August 6, 2014. Jan-Bart, Phoebe, Bishakha, Sam, Patricio, María, Ana, Jimmy, Stu, and Alice were in attendance. Frieda, Lila, Geoff, and Stephen were also present. Since Frieda was appointed to the Board starting August 7, she was present on the first day of the meeting as a prospective Board member.

Committee updates and housekeeping

Human Resources Committee

Sam reported that the committee had received documents for the annual review of executive compensation.

Board Governance Committee

Alice reported that the committee had published the Board skills grid, which was now under discussion by the committee.

Conflict of interest disclosures and pledge of personal commitment

In accordance with the Wikimedia Foundation's Conflict of Interest Policy, existing and prospective Board members signed a pledge of personal commitment and conflict disclosure form.

Lila's 90 day review

Lila presented on her observations after her first few months at the Wikimedia Foundation. During her time to date, Lila has been reviewing the Foundation's activities in depth and have spoken with staff and multiple users. She found that the Foundation had strong internal controls and governance relating to fundraising, legal and finance issues. She also found that the Foundation had room for improvement in a few areas, including engineering products, messaging, and earlier and better integrated community feedback. Lila also spoke about the need to upgrade product design and rollout process, reviewed technological problems that slow down development, and underscored the importance of scalable partnerships and programs.

Lila talked about characteristics that she expects for technology in the future, including more integration, mobile and short-form interactions, and predictive software. She discussed some of the challenges that the Foundation faces as the internet follows these and other trends. The Foundation's mission to facilitate collaboration and share knowledge will require better integrated knowledge, with delivery of service on any device and an active participation from a large number and diversity of users.

As Lila explained, the Foundation should consider how we integrate our sites, as an encyclopedia, a dictionary, a database, and other projects. We should review the different types of contributors, including the needs of long-term and new contributors. Since mobile users are a high area of growth, we should think about mobile aggressively.

Overall, Lila spoke about the need for a narrowly-focused strategy, strong leadership, and better iterative processes for product rollouts, including community input at critical junctures. In the long term, the goal is to update the Foundation's software products. This will require updating the goals and metrics for the Foundation's product and programs, including programs funded through grants from the Foundation.

Board members thanked Lila for sharing her reflections. The Board discussed the presentation, including the integration of Wikimedia projects, the value of predictive content, the importance of focusing on proper metrics, and the impact of product changes on users. The Board discussed ways that the interactions between the community and the Foundation could be improved. The Board also discussed geographic strategy, including, user growth in new geographic areas.

Jimmy left shortly after the end of this portion of the meeting.

Strategy

Lila presented her initial approach to developing the upcoming strategy initiative for the Wikimedia Foundation. She described the general purpose of a strategy and how the Foundation should develop and put into practice its strategy. The envisioned strategy will be agile, with more frequent check-ins between senior staff and the Board. Lila reviewed some of the positive features of the Foundation's 2010 Strategic Plan, including the data gathering process and community participation. She explained some of the areas for improvement, such as providing opportunities for adaptation and modification over time. Lila outlined a projected roadmap for the strategy milestones, including input and feedback opportunities from the community.

The Board discussed how they could support this process, including more frequent check-ins with structured feedback for the Executive Director. Board members agreed that the strategy process should cover how the Foundation rolled out products, including communications with the community about iteration. The Board also suggested that the strategy should include more clarity about movement roles.

The Board thanked Lila for her presentations.

Findings from site visits and evaluations

Anasuya and Garfield joined for this portion of the meeting. Anasuya and Garfield reviewed the staff's findings from their meetings and experiences with certain chapters, and they explained the purpose of site visits. The site visits included discussions with chapters about their strategy, impact, and other challenges that they face. The Board discussed how chapters reported their impact, and how chapters' goals should align with the Foundation's key performance indicators.

After discussing some of the problems relating to inactive or noncompliant chapters, the Board asked staff to propose a recommendation on improvements in how the Wikimedia Foundation recognizes chapters, tracks chapter activity, and winds down chapters due to inactivity or non-compliance. Geoff indicated that staff would consult Affiliations Committee in the preparation of this recommendation.

The Board thanked Anasuya and Garfield for their presentation. Garfield and Anasuya left the meeting at the conclusion of this topic.

Grantmaking strategy

Lila provided an overview of the Foundation's grantmaking strategy. Lila described the goals of grantmaking programs to focus on impact, aligning investments with results, and promoting programs with high impact. Lila described potential solutions to these challenges, including a simplified grantmaking process, synchronization between the programs run through grants and the next Foundation strategy, and expansion of non-monetary support for programs. The Board discussed how grantmaking programs should be considered by size, phases of development, and success.

Wikimedia Belgium

Jimmy joined the Board again at about this point in the meeting. (Lila will be briefing Jimmy on the substance of her presentations made in his absence.)

The Board discussed the Affiliations Committee's recommendation to recognize Wikimedia Belgium. In the movement roles decision from November 2013, the Board considered allowing applications for certain groups that were pending before the Affiliations Committee at that time, which included an application from the Belgium group. The Board considered the Belgium group's programmatic activity and relied in part upon a report from the Board's liaisons to the Affiliations Committee, which included the liaisons' perspectives on the group's activity.

Jan-Bart made a motion to vote, seconded by Sam. The Board approved recognition of Wikimedia Belgium, and asked the General Counsel to prepare an updated chapter agreement that was consistent with the agreement for Thematic Organizations. Due to the Belgium group's specific accomplishments to date, the Board allowed Wikimedia Belgium as a limited exception pursuant to the movement roles decision from November 2013. The threshold requirements of the resolution remain in effect for other pending applications, which must demonstrate a clear justification for chapter recognition with supporting facts and objective assessments. Each pending application will be reviewed on a case-by-case basis without any presumed right to automatic recognition.

After this topic, the meeting was adjourned at 5:00 PM on August 6, 2014.

Board organizational items

The Board meeting reconvened at 9:00 AM on August 7, 2014, with all trustees and prospective trustees present. Lila, Geoff, Stephen were also present.

Appointing Patricio

After a motion by Jan-Bart, seconded by Sam, the Board approved a resolution appointing Patricio.

Appointing Frieda

After a motion by Jan-Bart, seconded by María, the Board approved a resolution appointing Frieda.

Appointing Alice

Alice was recused for the Board's discussion of this topic. Board members discussed the Board's need for stability, as well as Alice's performance during her previous term on the Board. Jan-Bart made a motion, seconded by Jimmy, and the Board approved a resolution appointing Alice for the term ending December 2014. Alice was appointed as a member of the Board filling Ana Toni's appointed seat. Following Alice's appointment, Jan-Bart made a motion, seconded by Bishakha, and the Board approved a resolution renewing Alice's appointment for a term starting in 2015.

Completion of Jan-Bart's term

Jan-Bart was recused for the Board's discussion of this topic. The Board discussed the importance of continuity following the Executive Director transition, and the need to understand the Foundation's institutional history and practice. After a motion by Stu, seconded by Patricio, the Board approved a resolution on the completion of Jan-Bart's term.

Officer elections

The Board members discussed officer roles and agreed upon the following:

Chair: Jan-Bart de Vreede

Vice Chair: Patricio Lorente

Governance Committee

Chair: María Sefidari

Members: Patricio Lorente, Phoebe Ayers

Human Resources Committee

Chair: Alice Wiegand

Members: Frieda Brioschi, Jan-Bart de Vreede

Alternates: Sam Klein, Phoebe Ayers

Audit Committee

Chair: Sam Klein

Members: Stu West, Patricio Lorente

Affiliations Committee liaisons: Jan-Bart de Vreede, Alice Wiegand

Funds Dissemination Committee liaisons: Frieda Brioschi, Bishakha Datta (until the end of 2014), María Sefidari (starting in 2015)

After determining these roles, Jan-Bart made a motion to vote, seconded by Frieda, and the Board approved a resolution on the Board Officer and Committee Appointments.

Legal duties of Board members

Geoff and Stephen provided a review of the Board's legal duties and governance obligations, and the Board reviewed these duties through an interactive discussion.

Chapter's dialogue

Garfield joined for this portion of the meeting. The Board discussed the Chapters Dialogue project led by Wikimedia Germany. Board members discussed the importance of a strategic conversation about movement organizations, and the need to include the perspective of individual contributors and user groups in a movement roles strategy. Members acknowledged the importance of ensuring coordination with other efforts in defining a more complete movement roles strategy. At the conclusion of this discussion, the Chair noted that the Foundation's involvement in such a dialogue is an operational topic for the Foundation's staff to address as appropriate, taking into account the need to ensure full coordination with any Foundation strategy building in the coming year or so.

Lila, Geoff, Garfield, and Stephen were excused from the meeting at the conclusion of this topic.

Reflections on trustee evaluations

The Board discussed their individual feedback from their yearly evaluation. No staff members were present for this topic.

Executive Session

The Board held a confidential session, and no staff members were present for this portion of the meeting. At the conclusion of the executive session, the meeting closed.