Minutes:2015-02

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Minutes from 2015-02

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Board Minutes February 6–7, 2015

• Location: San Francisco
• Board of Trustees present: Jan-Bart de Vreede (Chair), Patricio Lorente (Vice-Chair), Phoebe Ayers, Frieda Brioschi, Sam Klein, María Sefidari, 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), Doron Weber (observer), and Trish Silber (retreat facilitator),
• Non-Board members present for part of the meeting: Lisa Seitz-Gruwell (Chief Revenue Officer), Garfield Byrd (Chief of Finance and Administration), Damon Sicore (Vice President of Engineering), and Ajit Manocha (executive coach)

The Chair called the meeting to order at 10:00 AM on February 6, 2015. Jan-Bart, Patricio, Phoebe, Frieda, Sam, María, Jimmy, Stu, and Alice were in attendance. Lila, Geoff, Stephen, Doron, and Trish were also present. Jan-Bart thanked Doron and Trish for joining the meeting.

Strategy update and annual plan

Lila presented an update on the strategy. She discussed the Foundation's goals to help people create, share, and update knowledge, and how the Internet environment has changed during Wikipedia's history. The Internet has made it easier to create and publish information, but distributing high quality content remains difficult.

Lila reviewed some of the risks for the Foundation's work, including growing traffic intermediation. Recent Internet trends affect how users visit Wikipedia and other Wikimedia projects, and Wikipedia's editor trends reflect these changes. She reviewed ways that the Foundation should consider responding to these changes, including possibly building open curation mechanisms and reinforcing the projects' strengths. The Board discussed the differences between information, knowledge, and understanding, as well as Wikipedia's focus on encyclopedic knowledge. Lila discussed potential focus areas for the Foundation's future work, after reinforcing core technical execution and operations.

Lila also presented efficiency improvements to the Foundation's annual plan process, including her presentation to the Board on the Foundation's budget, activities, and risks. She discussed planned organizational structure changes affecting the Grantmaking, Community Advocacy, and Community Liaison teams. Board members discussed these changes, and supported the plan.

Board members discussed challenges of editor retention, the need for organizational partnerships, and technical changes that will help the projects long term. The Board added an additional session on the Saturday agenda to provide more feedback on strategy.

Board development and composition

Ajit joined for this portion of the meeting. Trish reviewed the Board's conversations about their composition, size, and processes based on sessions at the retreat in November 2014. After the retreat in 2014, the Board asked Trish to work with a team of Board members and staff to examine the Board's size, profile, composition, selection, and committee structure. As a first step, the team focused on composition, including the profile and selection process for new Board members.

Board members discussed skills and experience that the Board needs, including governance and financial oversight experience, technical leadership, diversity, and understanding of the Wikimedia community and projects. These skills help the Board support the Foundation's work towards its mission. It was noted that the Board's processes should be simple and allow for some flexible number of seats. As observed by a number of Board members, the current Board selection processes have significant challenges, including low participation from the wider Wikimedia community in selections, and high barriers to participation for community candidates who could potentially be excellent Board members.

During lunch, the Board discussed potential changes to the current selection processes in the Bylaws to address these challenges. These potential changes could include, for example, selecting Board members from a pool of community nominees, setting up a community advisory committee that facilitates Board appointments, or opening the seats that are currently selected by chapters and thematic organization to a nomination or election process where the full Wikimedia community can participate.

The Board decided to ask for input from the community for solutions to some of the issues discussed at the meeting, and will start a discussion with the community about how the selection processes can be improved.

Ajit was excused at the conclusion of this portion of the meeting.

Board candidate search

María provided an update from the Board Governance Committee on the Board candidate search. The committee identified two strong candidates for the Board, and the Board discussed the process for finalizing their decision.

It was noted that two more appointees would be sought by the end of this year, and that that process could begin earlier so that new appointees might be able to sit in as observers on the last meeting of the year.

Following discussion of the candidates, the Board decided to conclude this conversation on Saturday.

Endowment

Lisa and Garfield joined for this portion of the meeting and presented potential structures and goal for an endowment that would provide long-term support for the projects, based on a discussion at the Board's November 2013 meeting. The Board supported this goal and moving forward with endowment planning, and discussed the purpose and size of a potential endowment and possible legal and fiscal structures for the fund. The foundation has already started to receive planned gifts: these are a good fit for an endowment fund.

Lisa and Garfield will continue their research into specific options for structuring an endowment, based on this feedback, and return to the Board with more formal proposals and possible timelines for its consideration.

The meeting was adjourned for the day at 4:40 PM.

Engineering executive update

The Chair resumed the meeting at 10:00 AM on February 7, 2015. Jan-Bart, Patricio, Phoebe, Frieda, Sam, María, Jimmy, Stu, and Alice were in attendance, and Lila, Geoff, Damon, Stephen, Damon, and Trish were present.

Damon presented his first 90 days at the Foundation. With the support and assistance of his team, Damon reviewed the department's operations, and worked on strategic planning. He shared a detailed analysis of the development of the Visual Editor and MediaWiki core, and reviewed current processes for community engagement. Damon reviewed key engineering practices, such as how teams set release dates and triage bugs, how overall roadmaps and technical direction are set. Damon reviewed some of the areas that need improvement, including release criteria, shared focus, and fast review of patches.

The Board discussed the Foundation's engineering practices, including the importance of involving the community in feature review and development. Damon explained some strategies for inviting community stakeholders into the prioritization process, including mapping the appreciation cycle between engineers and users and addressing features prioritized by the community. Damon reviewed the process for the Visual Editor, including an upcoming public triage meeting that will identify blocker bugs.

The Board welcomed Damon and thanked him for his presentation and work to date. He was excused at the conclusion of this discussion.

Committee Updates

Sam noted that the Audit Committee would meet in March to review the Foundation's 990. The committee would also review the new risk document which Garfield has been preparing: this year it will be published separately from the Annual Plan.

Alice and Jan-Bart provided an update on the recent Affiliations Committee meeting held at the Wikimedia Foundation office. The committee implemented improvements to the process for user groups, and discussed how they could spend more time working with or supporting affiliates.

Housekeeping

December 2015 minutes & January 2015 minutes

These were unanimously approved.

Vote: Minutes approval December 2014

Vote: Minutes approval January 2015

Strategic discussion

The Board continued a discussion on the strategic points that Lila raised in her presentation on Friday. It was agreed that the strategic focus should be on all forms of knowledge, including knowledge that does not fit neatly in the current projects.

Board members discussed long-term projects for the Foundation, aspects of our mission being realized well by other organizations, and the growing role of automated curation, scripts and bots in knowledge projects. Other topics included how Wikimedia projects can be more integrated or rebranded, the role of curation and visualization in effectively sharing information, and the role of video and other media in education.

Board candidate search

The Board continued a discussion on the candidate search that María presented on Friday. Jan-Bart was asked to speak with the candidates, so the board can finalize its decision in the coming two weeks.

Open items and action items

The Board reviewed outstanding tasks from the meeting.

Jan-Bart reviewed the upcoming meeting schedule for the Board. While the Board is trying to reduce travel in favor of online meetings, most of the Board will be in Berlin around the time of Wikimedia Conference 2015, so a physical meeting may be planned there for those who will be in the same place.

Executive Session

The Board held a confidential executive session, without any staff members present.

The meeting closed at approximately 3:30 PM.