Minutes/2016-06-29

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Wikimedia Foundation Board minutes

June, 29, 2016

  • Location: On-line
  • Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles, Dariusz Jemielniak, Guy Kawasaki, Nataliia Tymkiv, Alice Wiegand
  • Non-Board members present: Katherine Maher (Executive Director), Lisa Gruwell (Chief Advancement Officer), Geoff Brigham (Secretary and General Counsel), Marc Brent (Endowment Director), Zhou Zhou (Legal Counsel), Stephen LaPorte (Legal Counsel)

The meeting was called to order at 8:00 AM Pacific on June 29, 2016. Stephen called roll and confirmed that a quorum was present and able to simultaneously hear the meeting.

Kelly presented the history of the Wikimedia Endowment. In the first phase of the endowment, the Wikimedia Foundation worked with the Tides Foundation to set up the Wikimedia Endowment fund. The purpose of this meeting was to discuss the changes to the Wikimedia Endowment Charter, Operating Agreement, and approve the terms for an initial gift of $5 million from the Foundation to the Wikimedia Endowment. Kelly reviewed the purpose of the endowment, the relationship between the Foundation's Board of Trustees to the Wikimedia Endowment Advisory Board, and the long-term vision for the endowment.

The Board sees the current Wikimedia Endowment fund structure as an interim vehicle, for use while the Wikimedia Foundation sets up a long-term organizational structure for the endowment. The Board asked for staff to begin immediately investigating the creation of a separate entity within the next 18 months, to host the endowment independent from the Tides Foundation.

The Board reviewed a proposed resolution approving the endowment's operating documents. After a motion by Kelly, seconded by Alice, the resolution was approved unanimously by the Board members present. The Board asked Geoff, as Secretary, to finalize these documents with the Tides Foundation, with the understanding that it may be necessary to make minor changes, and he may review any material changes with Kelly, as Chair of the Audit Committee.

The meeting concluded at 8:45 AM Pacific.