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Board meetings Minutes from 2017-11-17,18,19 Questions?

November 17–19, 2017

Location: Sausalito, California, USA

Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles, James Heilman, Dariusz Jemielniak, Raju Narisetti, Nataliia Tymkiv, Jimmy Wales, Alice Wiegand

Board of Trustees absent: None

Non-Board members present: Katherine Maher (Executive Director), Eileen Hershenov (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Chuck Roslof (Legal Counsel)

Non-Board members present for a portion of the meeting: Esra'a Al Shafei, Victoria Coleman (Chief Technology Officer), Maggie Dennis (Interim Chief of Community Engagement), Nicole Ebber (WMDE; Movement Strategy Track Lead), Lisa Gruwell (Chief Advancement Officer), Toby Negrin (Chief Product Officer), Guillaume Paumier (Senior Analyst; member of core strategy team), Doron Weber (Sloan Foundation)

Day 1 – November 17, 2017

Esra'a Al Shafei joined this day of the meeting via Google Hangouts.

Governance Review

Before the Board meeting officially began, Curtis Chang of Consulting Within Reach, the organization conducting the governance review of the Foundation, led a discussion with the Board. The purpose of the discussion was to provide a sense of goals for the pending review. Curtis had already conducted one-on-one conversations with each of the trustees, and planned to have additional conversations with former trustees, staff, and Wikimedians.

The trustees discussed the potential of devoting more time to building and fostering relationships between the Foundation and partners outside the Wikimedia movement.

The Board discussed what it would mean for the Foundation to maintain its current size and capacity, to grow significantly, or to shrink significantly. While recognizing risks and emphasizing the need to maintain programs that performed well and served the community, the Board indicated that the Foundation should strive for growth. Several trustees expressed a concern about the risk of diminished capacity, especially if there is no growth.

The members identified expanding connections to new communities and deepening connections to existing ones as the keys to growth for the Foundation.

The Board concluded that it would need to get back in touch with Curtis after the meeting, because the results of the discussions would inform the direction the Board wants to go in and provide necessary input for the governance review.

The meeting was called to order at 2:00 PM PST. Christophe, María, Kelly, James, Dariusz, Raju, Nataliia, Jimmy, and Alice were present. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Operational Updates

Lisa Gruwell was present for this portion of the meeting.

Katherine presented an overview of the Foundation's operations, focusing primarily on Q1 of the current fiscal year (July through September, 2017).

With regard to the budget, Katherine highlighted organizational underspending, which is still significant but proportionally less than Q1 of last year.

Katherine reported on product metrics and trends, concluding that user engagement for on-platform search is steady. She reported on the Foundation's plan to shift to new key metrics in response to improved understanding of what metrics will best serve the movement strategy. The Board discussed the trend of declining overall pageviews, and its significance in terms of Wikimedia's relevance and revenue model. The Foundation plans to set goals for readership metrics in the next year.

Katherine and Lisa discussed in-person fundraising events. Thus far, the events are profitable but still experimental. We need to learn more about their effectiveness in developing relationships over time.

Lisa provided an update on the Wikimedia Endowment, which has raised US$18.2 million on target), has an Advisory Board of five members, and has secured four significant planned gifts.

With respect to Talent and Culture, Katherine noted that we are making progress in the area of diversity and inclusion (particularly in contrast to the situation two years ago), but still have a ways to go. She described the recent voluntary departure of a valued staff member who brought up issues of inclusion and tokenism, as well as wider societal issues of structural racism that affect virtually all organizations, including the Foundation. Katherine noted that we have to tackle these issues to live up to our values, vision, and movement strategy, and the Board emphatically agreed. The Board acknowledged steps the Foundation was already taking, as well as suggesting other possibilities. Katherine and the trustees discussed these issues at some length and the Board as a whole expressed its strong support for continuing these efforts as a priority.

Katherine, Lisa, Jaime, and Eileen also presented with regard to the following:

  • Conferences and events, including WikiConvention Francophone and the Wikimedia Diversity Conference;
  • Structured Data on Commons, which is going well and indicating opportunities to expand investment in Wikidata;
  • New Readers efforts to increase awareness of Wikipedia and improve offline support;
  • The Community Health project, which is developing anti-harassment tools for admins;
  • A clean financial audit;
  • The office move, completed on time and under budget;
  • Q1 Revenue, which exceeded our goal by about US$3 million, in part due to beginning campaigns earlier in the fiscal year than initially planned;
  • C-team hiring efforts, currently focused on the Chief Marketing and Communications Officer and moving next to the Chief Community Engagement Officer;
  • Awareness campaigns in Iraq and Nigeria, which generated many millions of video views and significant increases in site traffic and app installs in the regions;
  • Efforts to lift the ongoing ban of Wikipedia in Turkey;
  • Wikimedia France, which is moving forward with new board leadership; the Foundation will be working to learn from the WMFR experience to avoid or better address the development of similar situations in the future;
  • Successful litigation in Brazil, France, and an update on the major lawsuit against the National Security Agency (NSA) in the U.S. in which the Wikimedia Foundation is now the sole plaintiff and which is now in the "discovery" phase of proceedings as we and the government produce facts and experts to bolster claims;
  • Public policy efforts to defend intermediary liability protections;
  • Selection of the iOS Wikipedia app as an Editors' Choice by Apple;
  • ORES implementation in production on English Wikipedia's recent changes feed, which had an opt-out rate of only 4.7% of users;
  • Release of wikitext syntax highlighting;
  • Commitment to technical debt reduction;
  • Continued work towards multi-datacenter support;
  • The success of mentorship at the annual Hackathon, led by WMAT with Foundation support, which won an Open Minds award from the Austrian government for its success in increasing gender diversity among new developers; and
  • Site visits to grantees in Taiwan, Indonesia, France, and Argentina.

See the slides for information about additional topics covered in the presentation.

Esra'a Al Shafei left the meeting at the conclusion of this topic.


  • The Board approved a resolution to appoint Esra'a Al Shafei to the Board of Trustees for a three-year term. Esra'a was not present for the discussion and vote regarding this resolution.
  • The Board approved a resolution to appoint Kelly Battles to the Board of Trustees for an eight-month term following the expiration of her current term. Kelly was not present for the discussion and vote regarding this resolution.

Committee Updates

Jimmy Wales was not present for this portion of the meeting.

Audit Committee: Kelly provided a brief from the committee prior to the meeting.

Human Resources Committee: No significant updates.

Governance Committee: Nataliia reported on the successful efforts to appoint Raju and Esra'a.

Funds Dissemination Committee: Dariusz reported that deliberations were proceeding smoothly.

Affiliations Committee: María reported on some inter-affiliate conflicts and on plans to develop ideas for how to include user groups in the process of selecting the affiliate-selected trustees.

Language Committee: James reported on the merger of Romanian and Moldovan wikis.

Day 2 – November 18, 2017

Nicole Ebber, Guillaume Paumier, and Doron Weber joined for this day of the meeting.

Slides for the Movement Strategy discussions.

Movement Strategy: Understanding the Strategic Direction

Katherine presented to the Board on the final strategic direction resulting from Phase 1 of the movement strategy process. Nicole and Guillaume provided additional information about the process used to draft the strategic direction, which incorporated input from throughout the Wikimedia movement.

The Board and Doron wrote out sticky notes with their initial reactions and thoughts on the strategic direction, prompted by the following questions:

  • What are the implications you see for the future of Wikimedia?
    • How do you see this affecting or changing Wikimedia in the future?
    • What are the opportunities that you see?
    • What are the challenges that you see?

Each person presented their sticky notes to the group, with Nicole, Guillaume, and Katherine then grouping the notes into categories. The following themes emerged from the discussion:

Product & Platform

  • Building our platform into a more robust infrastructure offers opportunities for innovation around forms of knowledge, sources of knowledge, and contribution paradigms.
  • "Infrastructure" is often (though not always) invisible—if we are going to be an advocate for free knowledge and a recognized brand, we do not want to be invisible. As we evolve the platform, we cannot lose focus on the product and how it is used by people.
  • If we leverage them properly, the scale of Wikimedia's platform and community could help us get ahead of important trends.

Community Structures

  • A clear and agreed-upon strategic direction can help the Foundation and other organizations in the Wikimedia movement decide on priorities and set criteria for evaluating their work.
  • How does the Foundation empower other entities and individuals in the community to take part in creating service and equity?
  • Movement structures may need to change and adapt to better serve and embody the strategic direction.
    • Are our current processes nimble enough to keep up with a rapidly-changing world and technology landscape?
    • If we move faster, will that negatively impact the quality of our decisions?
  • Success in implementing the strategic direction requires building more partnerships.
  • We have the opportunity to help lead the Internet in inclusivity, empowering and amplifying missing voices. However, doing so will require a significant commitment of our resources.
    • We need to be careful not to lose what is working well within the movement by focusing too much on things currently external to the movement.

Revenue & Resources

  • If we are going to do more, we will need to invest more, and tap into new potential for revenue.
    • If we are doing more, it could be a challenge to stay focused—we need to prioritize and end projects that are going nowhere.

Everything else

  • Becoming global, equal, and inclusive is easy to say but hard to do. How do we translate our strategic direction into real actions, and how do we measure our success against the themes of "equity" and "service"?
  • Pursuing knowledge equity may involve taking stands, advocating for change in the interest of free knowledge available to all. That change involves both opportunities and risks.

Movement Strategy: Product & Technology

Victoria Coleman, Lisa Gruwell, and Toby Negrin joined for the meeting at the beginning of this section of the meeting.

Toby presented to the Board about Wikimedia's current sphere of influence, including Wikimedia's role as not only an encyclopedia, but a resource for open data and research for organizations and technology development in the broader knowledge ecosystem. He spoke about Wikimedia's current reach and penetration, highlighting differences across the globe. He discussed how Wikimedia experiences and platforms have not evolved to match global trends in devices and interfaces.

Victoria presented to the Board about the cornerstones of our technology, and what needs to happen for them to be ready for us to move forward in the strategic direction. That involves, for example, assessing and addressing MediaWiki's many years of technical debt, ensuring we have the right technical foundations to deliver compelling differentiated device and interface experiences, and improving the scalability of our infrastructure. We will need to focus on human technologies in areas like natural language processing, machine translation, and personalization.

Victoria also discussed the importance of supporting, strengthening, and expanding the technical community, such as by building tech capacity in underserved parts of the world and exploring partnership opportunities with other organizations.

She explained the structure of the Technology department, which is about evenly split between teams working on services and teams working on platforms. Much critical work is significantly under-funded. The Board discussed tech resourcing, comparing the numbers to those at other organizations. The consensus was that while we are doing a remarkable amount of work with a very lean staff, under-investment and the lack of room for error or redundancy is a concern. The Board discussed whether it would help to use outside service providers.

Toby presented on where we need to go with our products in the future. He emphasized how important a technology mobile phones are—they are the first technology that everyone on the planet will own in our lifetime—but we do not support them well. Mobile phones are one example of how device and experiences paradigms are shifting and multiplying, and we will need to be responsive and flexible across these different experiences. He emphasized the need to be empathy-driven in product development by better understanding editor and community goals and motivations, and fostering greater understanding between editors and readers.

Toby described the current staffing of the Audiences department, including what teams are adequately and inadequately staffed, and areas where we would like to have capacity but currently have none.

Toby discussed long-term product possibilities for achieving the aims of the strategic direction. On "knowledge as a service", he pointed out that Wikidata has the potential to become the structured data infrastructure for the open Internet. On "knowledge equity", Toby spoke to how a structured data backend (Wikidata) introduces the ability to introduce new interface frontends that could respond to user needs across different geographies and forms of knowledge.

Victoria outlined the next steps for both departments: listening to and engaging our communities and working with partners. The goal for now through Spring 2019 is to develop a medium-term (3-5 year) plan to begin in 2019. The rest of this current (fiscal year 2017–2018) fiscal year will involve resourcing for the next year. Fiscal year 2018-2019 will be a transition year, or "year zero" of this medium-term plan.

The Board discussed and agreed on a couple points:

  • We need to make our process for developing plans and executing against them more lightweight. Though we are on track based on the schedule for the process, our multistakeholder model means that we have taken a long time to develop the strategic direction, and we still have to develop a plan for how to execute.
  • Partnerships are an important area of potential growth. There are many other organizations that have positive feelings toward Wikipedia and would love to work with us. We need to invest more in the capacity to build and capitalize on those relationships.

Movement Strategy: Community Structures

Maggie Dennis joined for this portion of the meeting.

Nicole and Guillaume facilitated a discussion based on these guiding questions:

  • How do our current communities and structures support the vision of equity and service?
  • What about our current structure is in tension or challenges that vision? What are the implications of the direction for our global communities?
  • How does the movement embody the strategic direction?

Before the discussion, the trustees and Doron each wrote their answer to this question on a sticky note:

  • What is the one thing to you that needs to be improved so that the movement structures better embody the strategic direction?

The ensuing discussion focused on the following:

  • The need to increase support for developing affiliates—both direct funding but also funding for support and capacity building.
  • Better resource the Foundation to meet evolving needs of the community and the goals of the strategic direction.
  • Make community consultation more efficient, so we can make faster decisions. The community is Wikimedia's biggest strength, but community consultations can slow the movement and projects down.
    • There might be ways to build on the successful model of the Community Tech Wishlist.
    • One of the main blockers of the Foundation's work is fear from staff of community anger and backlash—it can be tremendous, and it often comes as a reaction to anything we do. It stifles good work.
    • We may always have to deal with inefficiencies to some (considerable) extent, because of the nature of our movement, communities, and vision, and the abstraction of the work we do.
    • Would a representative structure for the Foundation to work with be helpful?
      • How would representatives be distributed and selected?
      • We need to address inclusivity in the community first.
      • A representative body could just add another layer of politics.
  • Create global and shared decision-making and leadership.
    • We cannot expect 250,000 people to be good, efficient, and focused, if they do not feel that they are empowered and that their voice matters.
    • It is unclear, even to longtime editors, how "consensus" is achieved—a clearer decision-making process would help everyone.
    • It might be time to re-evaluate what should be contained in the Foundation, what role the Foundation plays, and what roles other existing or new organizations could play.
      • Look to Wikidata as a model for how other entities can do good work in some areas rather than everything happening in the Foundation.
  • Question if the current structure (with affiliates, etc.) serves what we want to achieve globally?
    • What types of affiliates do we want to have?
      • How should this group make decisions to best serve the future?
    • What are the expectations we have of affiliates (as the Foundation)? What are the expectations they have of us?
    • Does our current process for disseminating funds (grants) serve our needs?
    • We have considered the formation of an affiliate to be a key achievement and metric for growth of a community. Is this a useful measure?
      • We often wind up valuing form over substance—looking to what structures are in place (a mailing list, affiliate, etc.) rather than what a community is actually doing.
  • Differentiate movement entities in terms of their role, reporting, responsibilities. Larger, better-resourced, and more established entities are different than smaller upstart entities. All require different levels of oversight and scrutiny.
  • Work on relationships and partnerships with other entities.
    • Wikimedia's projects and community are by design egalitarian. An incorporated organization (such as the Foundation) is by design more structured and hierarchical. How do these intersect?
    • How does this dynamic play out among movement organizations?
  • Shift the culture from everything having to be "bottom up" and grow organically; find ways to do what we need to do to accomplish our goals.
    • "Bottom up" structures often come at the expense of diversity and inclusion.
    • We cannot be successful on the alignment we have achieved on strategic direction without ensuring that those communities that are not currently represented adequately, as well as emerging communities, are adequately represented and empowered. They need to be able to be heard by, have a voice in, and take advantage of a structure that enables them and the movement overall.

The Board also discussed what the strategic direction means for the Foundation's future planning. The Board was in agreement that the strategic direction provides the Foundation with a mandate to do what it needs to do to work toward that direction, and that the Foundation should move forward accordingly, with an approach of inform, rather than seek consent. Of course, there still needs to be conversation with the community to ensure we are in alignment.

Toby Negrin left the meeting at the conclusion of this topic.

Movement Strategy: Movement Resources

Lisa presented an overview of the Foundation's fundraising. She praised the online fundraising team, which has continued to increase performance despite pageview trends.

The average donation size is US$14.79, and our fundraising emails significantly outperform industry averages. Lisa highlighted significant A/B testing as one reason for our success.

Our fundraising team must contend with changing web traffic trends due to the predominance of mobile browsing. As traffic changes across the web, traffic is also changing for Wikimedia, with pageviews down 5% year-over-year. Pageviews decreases result in fewer impressions of fundraising banners, and correspondingly less potential for revenue growth under our current model. The team is maximizing the factors that they can affect—such as conversion rates and effective messaging—but the pageview trend may restrict future growth with this revenue model.

Some trustees pointed out that we have consistently outperformed our revenue projections for years, suggesting that fewer pageviews may not actually be a threat.

Lisa replied to this concern by explaining two factors related to fundraising performance—pageviews and creative. The fundraising team have most control over the creative, but we cannot be sure that we will find a message that outperforms that of the previous year.

Upon further discussion of revenue and investment, the Board concluded that the Foundation has been overly conservative in budgeting and is under-investing in core areas. They also felt that the strategic direction suggests that we need a model that allows for more investment and growth (though it must still be sustainable).

The Board agreed we should transition the Foundation's approach to annual budgeting, which is currently based on annual fundraising predictions, to an approach based on programmatic and mission goals (incorporating past performance). It was agreed that the Foundation should invest what to accomplish its goals, and set revenue targets to fund that budget. The Board directed the Foundation to consider deficit spending when necessary. Jaime reported that, in a review of 25 highly ranked not-for-profits, many of them had some amount of deficit spending. The Board gave direction that the Foundation should also explore additional revenue streams.

Board consensus was that we should move to a model where business operations inform our initial growth and budgeting processes, rather than basing growth solely on revenue projections. The Board agreed that the Foundation should be raising more money and investing more in its activities. The Foundation should look to grow by 10–20% annually. The Board committed to releasing a statement on Foundation growth to provide staff with the additional investment and support they need to move successfully in the strategic direction.

The Board raised the issue of the Endowment. A trustee raised the question of whether the Foundation ought to continue its US$5 million annual Endowment funding commitment if programmatic needs are unmet. Others countered that we should do both, to fund the Endowment and our programmatic activities. Lisa reminded the Board that prior Boards committed the Foundation to funding the Endowment as a condition of its launch.

Lisa started a conversation on diversification of revenue models. She introduced evidence from other sectors indicating that it is better to create multiple organizations, representing diverse revenue models, rather than diverse revenue streams within one organization. (That may include, and potentially focus on, new entities if that was appropriate for particular revenue models.) Different revenue models involve different sorts of appeals and governance, and the approaches may conflict with each other.

Lisa Gruwell left the meeting at the conclusion of this topic.

Movement Strategy: Phase 2 Overview

Nicole presented on Phase 2 of the movement strategy, which will focus on how we are going to get to where we said we want to go in Phase 1 (strategic direction). In Phase 2, we will be building a multi-year (3-5 year, medium-term) plan for executing the direction.

We will also be answering big questions about responsibilities (who is doing what?); roles (what structures, processes, and leadership do we need?); resources (what does the movement need, and how can it reflect our values of service and equity?); and change (how do we facilitate and support growth and cultural change?).

Nicole presented the next steps, which focus on convening "working teams" of experts from within and outside Wikimedia. These teams will work to answer the Phase 2 questions, and they will constantly share and iterate on their work. They will convene at Wikimedia Conference in April and at Wikimania in July.

Day 3 – November 19, 2017

Nicole Ebber and Doron Weber joined for this day of the meeting. Kelly Battles joined for this day of the meeting remotely via Google Hangouts.

Strategy Discussion Follow-up


The Board discussed how we can live up to our value of equity in our global structures and decision-making processes. They concluded that being a more inclusive movement requires investment in making the affiliate system more robust. Trustees raised the point that if we want to provide affiliates with more of a pathway to success, then we need to make a long-term commitment.

Movement Strategy Phase 2

Katherine and Nicole presented. Phase 2 is about each part of the Wikimedia movement (entities and individuals) thinking about what piece of the puzzle they can bring to move toward the strategic direction. For the Foundation, that means taking the strategic direction and turning it into functional goals and budgets.

One trustee stressed that it is important to be clear about what the Phase 2 goals are, with milestones, so we do not get lost in meta-level questions.

Jaime explained that the goal for the Foundation is to come up with a multi-year (3-5 year, medium term) plan for outcomes, with resourcing for that plan reflected in our annual budgets. The Board was highly supportive of this goal, and how it would encourage the Foundation to think more long-term. Katherine emphasized that multi-year planning is an important part of growth.

Nicole Ebber left the meeting at the conclusion of this topic.

Board Improvement

María led a discussion about Board policies and practices, and how they could be improved to make the Board more productive and efficient. Topics included the distribution and organization of Board meetings throughout the year, the work and expectations of Board committees, Board participation and attendance at Wikimedia conferences (particularly to support the Strategy process), expectations around internal and public communications and representing the Board, and opportunities and resources for Board development (such as leadership training courses). The Board agreed on the importance of these topics, and several related action items were developed. Dariusz and James volunteered to coordinate information about upcoming conferences for the Board, and track trustee conference attendance. Nataliia volunteered to discuss the reimbursement process with Jaime and to develop within the BGC rules of procedure for Board meetings. Alice volunteered to coordinate trustee development.

Kelly Battles left the meeting part of the way through this session.

Executive Session

All of the Foundation staff members were excused at this point in the meeting, and the Board held a confidential executive session. At the conclusion of the executive session, the meeting closed.