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Board meetings Minutes from 2016-12-16 Questions?

Wikimedia Foundation Board minutes

December 16, 2016

  • Location: San Francisco and online (via Google Hangout)
  • Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles, Dariusz Jemielniak, Guy Kawasaki, Nataliia Tymkiv, Jimmy Wales, Alice Wiegand
  • Non-Board members present for all of the meeting: Katherine Maher (Executive Director), Michelle Paulson (Interim General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Stephen LaPorte (Interim Secretary; Senior Legal Counsel)
  • Non-Board members present for part of the meeting: Lisa Seitz-Gruwell (Chief Advancement Officer), Marc Brent (Endowment Director), Anna Stillwell (Director of Culture and Collaboration), Gregory Miller (Wilson Sonsini Goodrich & Rosati), Shea Loewen (Wilson Sonsini Goodrich & Rosati)

The meeting was called to order at 8:00 AM Pacific. Stephen called roll and confirmed that a quorum was present. Christophe, María, Kelly, Dariusz, Guy, Nataliia, and Alice joined remotely via Google Hangout, and confirmed that they could simultaneously hear and speak. Katherine, Michelle, Jaime, and Stephen were also present in San Francisco. Jimmy joined remotely via Google Hangout during the first portion of the meeting.

Operational Updates

Jaime started with an update on financial performance under the Foundation's Annual Plan. The Foundation continued to perform better than expected in fundraising, and spent less than the plan for the quarter. Overall, the budget variance is continuing to decrease through repurposing initiatives and staff hiring.

Katherine provided an update on key product metrics. Pageviews were up year-over-year, and editing is normal. The year-over-year editing metrics reflect a shift towards mobile visitors, as well.

Lisa shared an update on the fundraising activity, and explained some of the reasons that the fundraising campaign is performing better than was initially expected. There was a positive response to the banner design and the email campaign, and improvements in mobile fundraising workflows have increased mobile fundraising performance. Board members discussed the fundraising plan after the Foundation reached its fundraising goal, and Lisa explained that they may consider making an additional fundraising appeal at the end of the year. Lisa also shared information on the recent grant from the Sloan Foundation to support structured data on Wikimedia Commons.

Katherine provided an update on the Foundation's work over the last quarter. The Foundation is actively working on hiring for the open General Counsel and the Chief Talent and Culture Officer positions. The Foundation also recently conducted interviews for firms to support the strategy process, and Katherine has sent public email updates on strategy.

The Foundation recently conducted a staff engagement survey, which showed staff engagement well above the benchmarks for the industry. The survey showed that staff feel strongly about the Wikimedia mission and are proud to work for the Wikimedia Foundation.

Finally, Katherine provided an update on the real estate plans for the Foundation, including a recommendation on office space in San Francisco at the conclusion of the Foundation's current lease.

Endowment Update

Lisa and Brent joined for this portion of the meeting, along with Gregory Miller and Shea Loewen from Wilson Sonsini Goodrich & Rosati. Gregory and Shea provided an update on the Wikimedia Endowment structure, and described some of the options for the Endowment's future. The Board discussed these options and confirmed the current structure, under the Tides Foundation, meets our needs and obligations at present.

Brent, Gregory, and Shae were excused at the conclusion of this portion of the meeting.

Board Recruitment

Anna joined for this portion of the meeting.

Michelle and Nataliia provided an update on the Board's recruitment process. The Board discussed the importance of finding candidates that have experience working with global movements, building new markets, and good governance at scale. The Board also discussed the value of tech expertise on the Board, but decided this was not a priority for the upcoming appointments.

Lisa and Anna were excused after this portion of the meeting.


Appointed seat renewals

Guy had to leave at this point in the meeting. Alice was excused for the discussion of her seat on the Board.

After a motion by Christophe, seconded by María, the Board voted to extend Alice's appointment to the Board, with the understanding that she will serve until Wikimania 2018. The Governance Committee will continue to work with Michelle and Anna to start the recruitment process for the open appointed seats.

A board member requested that the Board discuss the Funds Dissemination Committee at a future meeting.

The meeting closed at approximately 9:30 AM Pacific.