Minutes/2015-07

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WMF Board minutes

  • July 15-16, 2015
  • Location: Mexico City
  • Board of Trustees present: Jan-Bart de Vreede (Chair), Patricio Lorente (Vice-Chair), Phoebe Ayers, Frieda Brioschi, James Heilman, Dariusz Jemielniak, Guy Kawasaki, Sam Klein, Maria Sefidari, Denny Vrandečić, Jimmy Wales, Stu West, and Alice Wiegand.
  • Others present for some of the meeting: Lila Tretikov (Executive Director), Geoff Brigham (Secretary and General Counsel), Zhou Zhou (Legal Counsel), Stephen LaPorte (Legal Counsel), Trish Silber (Retreat Facilitator).

Jan-Bart called the meeting to order at 10:00 AM on July 15, 2015. Jan-Bart welcomed the current Board members and the prospective Board members. The prospective Board members were invited to participate as guests on the first day of the Board meeting. The Board reviewed the meeting agenda and logistics for the Board Question and Answer session at Wikimania.

Housekeeping

The Board approved the minutes from the June meeting.

Jan-Bart asked Geoff and Stephen to introduce the term limit proposal to amend the Wikimedia Foundation Bylaws, as well as the feedback from the community discussion on the proposal. Board members asked questions about how this Bylaw amendment will affect the current Board members. Under the proposed bylaw amendment, Board members will be eligible to serve an additional term, unless they have already served for six years. Due to the increase to three-year terms, some Board members may be eligible to serve longer than six years total. Jan-Bart and Stu will not be eligible for additional terms, who in any case previously indicated that their final terms would end in December 2015. Alice will be able to serve one additional two-year term, and Patricio will be able to serve one additional three-year term. Frieda and Guy will be able to serve two additional three-year terms. Denny, Dariusz, and James will also be able to serve two additional three-year terms, after their first two-year terms.

After a motion by Jan-Bart, seconded by Maria, the Board unanimously approved the amendment to the bylaws.

Presentation on the last year at the Wikimedia Foundation

Lila provided a presentation on the Wikimedia Foundation's last year. In 2014, Lila joined the Wikimedia Foundation and surveyed the organization's activities and priorities. Lila had reviewed the strategy process throughout the year with the Board. The Wikimedia Foundation is now refocusing on community and technology, as well as the Wikimedia values. Some of the Wikimedia Foundation's work from the last year included facilitating a community election with record-size turnout, performance improvements on Wikimedia sites, the new design for hackathons, recent mobile app launches, and other initiatives.

Lila and the Board discussed areas where the Board can provide support. Potential areas for future discussion include improving the Advisory Board, supporting the endowment, community leadership, and other topics. Board members asked Lila about the process for hiring executives and the current structure in the technical departments in the Wikimedia Foundation, how the organization evaluates progress and success, and other topics. Board members discussed how the Wikimedia Foundation sets priorities based on research, including page views and other engagement metrics.

Lila reviewed some of the findings from the last year's strategy conversations, including the importance of federating open data and improving how the Wikimedia projects are interconnected. The Board discussed some of the challenges and opportunities of organizing open data sources.

Observations from the Board facilitator

Trish reviewed some of the patterns in how the Board provides governance, oversight, and strategic advice. Trish had collected feedback from the Board members and senior staff on the Board's performance. Board members discussed the Board's strengths and weaknesses, and potential improvements that they can make over the next year. Board members discussed the Board's methods of communication with staff and the community.

Board legal duties

Trish stepped out for this portion of the meeting, and Zhou joined the Board meeting. Geoff, Zhou, and Stephen reviewed the Board's legal duties and governance obligations, using an interactive presentation.

Zhou left at the conclusion of this topic, and Trish joined the meeting again.

Advisory Board

The Board discussed the role and purpose of the Advisory Board. One role for advisors is to provide a dedicated source of expertise. Advisors may have expertise in the Wikimedia community, technology, and academia. Board members also raised the need to change the structure and process for advisors without increasing the bureaucratic overhead for consultations with advisors.

At the conclusion of this discussion, the Board recommended that the Board Governance Committee consider how to improve the structure of the Advisory Board.

The meeting was adjourned for the day.

Appointment of new Board members

The meeting resumed at 12:05 PM on July 16, 2015.

Appointing Dariusz
After a motion by Phoebe, seconded by Sam, the Board approved a resolution appointing Dariusz.
Appointing Denny
After a motion by Maria, seconded by Sam, the Board approved a resolution appointing Denny.
Appointing James
After a motion by Sam, seconded by Jan-Bart, the Board approved a resolution appointing James.

The outgoing Board members were invited to remain in the meeting to participate as guests for the remainder of the meeting.

The Board asked Trish to step out, and the Board held a confidential conversation with Geoff and Stephen on a legal matter.

Officer and committee membership

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

  • Chair: Patricio
  • Vice Chair: Alice
  • Governance Committee
    • Members: Frieda, Dariusz, Alice
  • Human Resources Committee
    • Members: Jan-Bart, Patricio
  • Audit Committee
    • Members: Stu, Denny, Alice
  • Affiliations Committee liaisons: James, Alice
  • Funds Dissemination Committee liaisons: Jan-Bart, Dariusz

The Board approved these officer positions unanimously. The Board asked these committees to bring a recommendation for their chair to an upcoming Board meeting.

Lila left during this portion of the meeting for health reasons.

Perspectives of newer Board members

The new Board members shared potential projects that they would like the Board to consider during their term. Some of the potential goals included assisting the relationship between the Wikimedia Foundation and the Wikimedia community, addressing some technical challenges, resolving potential branding inconsistencies or confusion, expanding the relationship between the Wikimedia Foundation and academic communities, and ensuring that there is a strategy for engaging with Wikimedia readers. The entire Board discussed some of these potential goals for the year, and the Board's role in supporting the staff in those and other key initiatives.

No final decisions were made on these topics. Lila and the executive team will evaluate those ideas and make further recommendations with advice from the Chair and the Vice Chair for wider consideration at future Board meetings.

Executive session

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