Minutes/2015-06

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WMF Board minutes

June 11, 2015

  • Location: San Francisco and web conference (Google Hangout)
  • Board of Trustees present: Jan-Bart de Vreede (Chair), Patricio Lorente (Vice-Chair), Frieda Brioschi, Guy Kawasaki, Sam Klein, Maria Sefidari, Stu West, and Alice Wiegand.
  • Non-Board members present a portion of the meeting: Lila Tretikov (Executive Director), Geoff Brigham (Secretary and General Counsel), Lisa Seitz-Gruwell (Chief Advancement Officer), Terry Gilbey (Interim Chief Operating Officer), Stephen LaPorte (Legal Counsel), Trish Silber (Retreat Facilitator).

Jan-Bart called to order a regular meeting of the Board of Trustees at 12:00 PM PST. Lila, Geoff, Stephen joined the meeting in San Francisco, and Trish joined by web conference. Stephen called roll and confirmed that a quorum was present and able to simultaneously hear the meeting.

Executive Session

The meeting began with a confidential Executive Session. Lila, Geoff, Stephen, and Trish were excused during this portion of the meeting, and re-joined after the conclusion of this topic.

Housekeeping

The Board approved the minutes from the May meeting. Alice provided a brief update on the process for the Board's self-evaluation. The Board approved the new FDC members and ombudsperson selected in the Summer 2015 election.

Term limits

Lisa and Terry joined at this point in the meeting.

Jan-Bart introduced a proposal from the Board Governance Committee to change from two-year terms to three-year terms, and add a six-year term limit on continuous Board service. The change will require amending the Wikimedia Foundation Bylaws, so the Board will post the proposal online for community feedback before voting on the proposal (or a variation on it) at a future meeting.

Chapter payment processing

Lisa reviewed the Board's fundraising resolution in 2012, and explained the process for chapter fundraising under the current agreements. The Chapter Fundraising Agreements are set to expire in July 2015, and Lisa is looking for Board guidance on how to proceed. Lisa asked the Board to provide more flexibility as staff evaluate geographic traffic trends, legal restrictions, tax considerations, resources, and other various factors that could impact international fundraising. The successful grant process overseen by the Funds Dissemination Committee was also acknowledged. Board members agreed that, in light of all these considerations, the resolution should provide more flexibility for staff to make operational decisions.

The Board approved a resolution with the following text:

We believe that the best approach to fundraising allows the Wikimedia Foundation Executive Director to make nimble decisions about annual fundraising agreements with chapters. The Board of Trustees accordingly resolves that the Executive Director is empowered to enter into chapter fundraising agreements, at her or his own discretion, when it benefits the Wikimedia movement in light of all relevant considerations.

Annual plan

For discussion purposes, Lila presented a draft of the 2015-16 Annual Plan. Lila reviewed the Wikimedia Foundation's recent operational work, strategy, and need to focus on engineering capacity and strong relationships with the Wikimedia community. The Board discussed Wikimedia's investment in outside communications, the use of Wikimedia projects as a messaging platform, various engineering challenges, and the proposed growth in the plan. The Board provided feedback on the draft plan, and asked to review another version before the end of June for approval. The Board thanked Lila, Garfield, and Terry for their work on the annual plan.

The meeting concluded at 1:30 PM.