Minutes/2015-12-9

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WMF Board Minutes -December 9, 2015
  • Location: Web conference (Google Hangout)
  • Board of Trustees present: Patricio Lorente (Chair), Alice Wiegand (Vice-Chair), Frieda Brioschi, James Heilman, Dariusz Jemielniak, Guy Kawasaki, Jan-Bart de Vreede, Denny Vrandečić, Jimmy Wales, and Stu West.
  • Non-Board members present a portion of the meeting: Lila Tretikov (Executive Director), Boryana Dineva (VP of Human Resources), Lisa Gruwell (Chief Advancement Officer), Stephen LaPorte (Legal Counsel), Rishi Sharma (WMF Outside Legal Counsel), Steve Scheier (WMF Consultant), and Zhou Zhou (Legal Counsel).

Patricio called to order a meeting of the Board of Trustees at 12:05 PM PST. Zhou called roll and confirmed that a quorum was present and able to simultaneously hear the meeting. Frieda joined during the course of the meeting.

Housekeeping

The Board members present unanimously approved the minutes from the November meeting. After a motion by Patricio, seconded by Dariusz, the Board then unanimously approved a motion to appoint Guy to the Board Governance Committee.

Metrics Update

Lila presented an update on key revenue, spending, and product metrics. Lila noted that the fundraising campaign is running a little behind but is expected to catch up to the target. Lila discussed ongoing editors and page view trends. Lila noted that the number of active editors and page views remained flat. There is a noticeable decline in number of desktop users as online audiences in general move to mobile browsing. The Board discussed using year-by-year metrics instead of month-by-month metrics to get a better sense of visitor trends.

Funds Dissemination Committee Recommendation

Denny introduced the Round 1 of the 2015-2016 Funds Dissemination Committee (FDC) Recommendation. The Board discussed funding for Wikidata in the future. The Board expressed concerns that the FDC might be acting outside their mandate by putting certain restrictions on their funding recommendations. After a motion by Patricio, seconded by Jan-Bart, the Board unanimously approved the FDC Recommendation (2015-2016, Round 1) with respect to the amount of funding requested and planned to publish a letter explaining the decision along with the resolution for the FDC.

Endowment

Lisa joined the meeting at this time to discuss the endowment and Frieda joined the meeting during the middle of the endowment presentation. Stu and Lisa presented the Audit Committee’s recommendation, after due diligence and consultation from staff, for the establishment of a WMF endowment with the Tides Foundation. Lisa noted that WMF staff had considered five different options for the endowment and determined the Tides structure is the most appropriate for the WMF at this time. After a motion by Stu, seconded by Jan-Bart, the Board unanimously approved the Endowment Resolution.

Lisa was excused from the meeting following the passing of the resolution.

Board Search

Boryana joined the meeting at this point. Dariusz and Boryana presented an update on the Board search for the two open seats to be vacated by Stu and Jan-Bart. The Board Governance Committee led the search. Starting with an initial candidate pool of 72 candidates, the Board Governance Committee recommended two final candidates for the two open seats: Kelly Battles and Arnnon Geshuri. The recommended candidates came with extensive backgrounds in finance and HR. The Board unanimously approved resolutions appointing Kelly Battles and Arnnon Geshuri to the Board for two years terms commencing in January 2016.

HR Update

Rishi Sharma joined for this part of the session. Boryana discussed the results of the recent WMF staff culture survey with the Board and the challenges revealed by the survey. There was a discussion about the survey results and the roadmap moving forward to address the topics identified by the survey. The Board also expressed their thoughts about the speed of the CFO search.

The meeting ran over the allotted time and the Board decided to hold a follow-up executive session within the next two weeks. The meeting ended at 1:40pm.