Minutes:2018-07-18,19

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Minutes from 2018-07-18,19

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July 18–19, 2018

Location: Cape Town, South Africa

Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Esra'a Al Shafei, Kelly Battles (present online for part of the meeting), Tanya Capuano (present online for part of the meeting), James Heilman, Dariusz Jemielniak, Raju Narisetti, Nataliia Tymkiv, Jimmy Wales (present online for part of the meeting), Alice Wiegand

Non-Board members present: Katherine Maher (Executive Director), Eileen Hershenov (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Josh Weinberg (Chief of Staff), Chuck Roslof (Legal Counsel), Doron Weber (Sloan Foundation)

Non-Board members present for a portion of the meeting: Nicole Ebber (Program Manager, Movement Strategy), Erik Jackson (Perrett Laver), Anne Kierkegaard (Project Assistant, Movement Strategy), Jodi McMurray (Project Manager, Movement Strategy), Bhavesh Patel (Process Support Lead, Movement Strategy), Anna Lena Schiller (Thought & Process Facilitator, Movement Strategy), Tony Sebro (Deputy General Counsel), Douglas Ssebaggala (Information Knowledge Support, Movement Strategy), Kaarel Vaidla (Strategy Process Architect, Movement Strategy)

Day One – July 18

The meeting was called to order at 11:13 AM SAST. Christophe, María, Esra'a, 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

Slides: July 2018 Board Meeting Ops Update Deck.pdf

Katherine presented year-end fundraising information for recently completed fiscal year (FY) 2017-2018, as well as projections for Q1 of fiscal year 2018-2019. In fiscal year 2017–2018, for the first time, the Foundation raised more than US$100 million. Katherine stressed the important role that finding fundraising messages that resonate with donors each year plays in determining annual fundraising success. She reminded the Board of the unknown effect that recent changes to U.S.tax law might have on charitable giving by some U.S. donors and whether that might affect the Foundation's overall fundraising this FY.

Regarding spending, Katherine reported good news in that the Foundation closed its variance (underspending compared to budget) to 0.5% by the end of the FY.  Jaime explained that the Foundation's 74% programmatic to administrative spending ratio plays a large role in placing it in the desirable four-star range with Charity Navigator.  This is an excellent spending ratio and, as Eileen noted, is particularly impressive given that the Foundation relies on huge numbers of small donations, which of necessity ends up costing more in processing (administrative) costs than would a fewer number of large donations.

Katherine presented recent Audiences metrics, which show a continuing increase in active editor activity and a decrease in new active editors. Audiences will be focusing on the decrease in new active editors, in particular exploring mobile editing. Katherine responded to trustee questions, explaining that the month-over-month and year-over-year contribution numbers are highly volatile, and that Audiences is looking into metrics segmentation (such as having separate metrics for different-sized wikis).

Katherine then presented some Audiences metrics, still under development, which look at consumption and contribution based on location and project. These rough-cut metrics indicate that new editor retention for Global South countries and mobile-heavy wikis are lower than the global average, and that bot activity is extremely low in Global South countries. In response to questions from trustees, Katherine explained that there are no actionable gender-related metrics, as the available data is very unreliable (imprecise). The Board and Katherine discussed some of the challenges faced related to the gender gap, including getting reliable data and research (which mostly comes from external researchers with little direction from the Foundation) and differences in gender distribution for online versus in-person Wikimedia participation.  Katherine said that the Foundation would look into what would be required to develop metrics and programmatic oversight around these issues as part of the planning for the next fiscal year.

Katherine updated the Board on Talent & Culture operations, including searches for executive positions, growth in work force, and diversity & inclusion numbers.

Movement Strategy

Nicole Ebber, Anne Kierkegaard, Jodi McMurray, Bhavesh Patel, Anna Lena Schiller, Douglas Ssebaggala, and Kaarel Vaidla were present for this section of the meeting.

Slides: [[<tvar name="1">:File:Wikimedia 2030 Movement Strategy at Wikimania 2018.pdf]]

Nicole presented the Movement Strategy process roadmap through 2020, including the scope of the process (change on the structural level of our movement in key thematic areas); the timeline for discussion, recommendations, and implementation; and the participants, which include small dedicated groups (core team, working groups, etc.) as well as allowing input from anyone. Kaarel described the movement strategy working groups—their thematic areas, scope, composition, and coordination. Kaarel explained that the amount of process involved with the strategy was for the sake of clarity regarding what participation means and how to participate, acknowledging that there is a risk of too much process having a negative impact on performance. Bhavesh further explained that the process is based on the Collective Impact framework, customized for Wikimedia's needs.

Kaarel provided additional information about the working group process and membership selection. He informed the Board that initial working group membership would be announced in the following day or so, but that space was left in the groups for them to recruit additional members based on gaps that may be identified in expertise and diversity.

Kaarel proposed to the Board members that they each take on a "Board liaison" role in each group, with a lower time commitment than full working group members and a goal of supporting the group and "listening to learn". The Board discussed this proposal, and decided that they would prefer to participate in the working groups as full, standard members. The trustees felt that Board members with relevant expertise and knowledge could participate more helpfully and effectively than merely attending in a liaison role. At the same time, Board members recognized that their participation in a working group must be mindful and non-intimidating to other participants, and that they must work to encourage, not discourage participation by others. With Kaarel and Bhavesh, they discussed strategies for setting appropriate expectations with the other working group members—that the trustees should be treated as equal working group members, that they would not be speaking on behalf of the Board, and that they were not there to predict what recommendations the Board would or would not approve.  The Board also acknowledged that this increased engagement in the movement strategy process would require trustees to step up and coordinate with one another to meet and share back more frequently during the upcoming year.

Kaarel recommended particular assignments of trustees to working groups, based on input from the trustees during the movement strategy session at the April meeting in Berlin. The Board agreed to Kaarel's suggestions:

• Roles & Responsibilities - Nataliia
• Revenue Streams - Tanya
• Resource Allocation - María
• Partnerships - Raju
• Community Health - James
• Product & Technology - Christophe
• Capacity Building - Dariusz
• Diversity - Esra'a
• Advocacy - Jimmy

Kaarel presented a proposal regarding the Board's role as a body in the movement strategy process, particularly with regard to making decisions about recommendations that come out of the working groups. The Board discussed the proposal, and provided feedback on a draft message that the core strategy team wrote for the Board to send to wikimedia-l. The strategy team agreed to revise the message and present the new version to the Board later.

Look Back/Look Forward

Kelly joined the meeting at this point.

Slides: [[:File:PUBLIC VERSION July Board Meeting Presentation Looking Forward-Looking Back.pdf</tvar>|July Board Meeting Presentation: Looking Forward-Looking Back]]

Katherine presented on developments at the Foundation in recent years, painting a picture of a shift from an organization focused on stewardship to one focused on mission impact. In recent years, the sites have seen an increase in the number of unique devices accessing our projects, and a significant increase in the proportion of pageviews that come from mobile devices.

Katherine highlighted product developments focused on readers since 2016, including new experiences through page previews on desktop and related pages on mobile. She emphasized that new feature development has been driven by requests from readers. As a result, the products have been evolving in ways that are subtle but pleasant.

Katherine summarized plans for the upcoming year, which would focus on improving the product experience for contributors. Planned developments include improving mobile editing with device-specific interfaces, encouraging the creation and translation of content in local languages that will attract readership in the Global South, improvements to ORES regarding edit and article quality evaluations, opening a caching server in Singapore, and improving engagement with the community of technical contributors.

Regarding community relations, Katherine highlighted how the number of grants the Foundation has given has increased significantly in recent years, opening up grant programs to smaller-dollar grants. This has proved to be a successful pathway to encouraging community growth. The end goal is to have a more comprehensive and robust Wikimedia ecosystem.

Katherine gave an overview of past actions and future plans in service of investing in Foundation staff. Those efforts include developing a more intentional "Wikimedia way of working", in contrast to having a more ad hoc/organic leadership process/framework.

Year in Review

Christophe presented on the Board's activities for the past year, framed by the question of whether the current Board is operating as the governing body that the Foundation needs. He said that the Foundation had responded to the Board's request of two years earlier that it mature more as an organization. In contrast, he viewed the Board as not yet having done all of the work it needs to do to best serve a more professional organization. He provided examples of where in his opinion the Board should be operating at a higher level.  This was followed by detailed discussion by the trustees.

The Board members discussed wanting to be a resource for the Foundation. As part of this they noted their interest in playing a more active role in policy advocacy, which they felt should continue to grow in influence and "robustness". Staff discussed the distinction between the Board's governance responsibility while respecting the staff's operational independence. They noted that the Board's support as a resource is most valuable when it supports the Foundation's overarching strategy and operations. The Board emphasized the importance of, and its commitment to, integrated coordination with the organization with the goal of being part of the organisation's overarching strategy.

Future of the Board

Tanya joined partway through this section of the meeting.

Slides: The Future of our Board

Alice, who is leaving the board as a result of having reached her term limits, gave a presentation reflecting on lessons from her six-year tenure as a trustee, and her thoughts regarding the future of the Board. She discussed some of the challenging aspects of the Board's role in the Foundation: for example, trustees understanding that they are part of an organization, and cultivating a relationship where the Board and organization can grow together. The Board should be an asset to the Wikimedia Foundation, and should nurture and challenge it to find its identity.

Alice encouraged the Board to ask itself what kind of board it wants to be and what kind of board the Foundation needs. She stated that the Foundation needs a Board with members who have experience leading US$100+ million organizations, a Board that can consistently and constructively engage or challenge the ED, and a Board that can identify and concentrate its attention on the core issues that matter most and that are appropriate for a Board to focus on. Alice highlighted that, while the Foundation has changed significantly as an organization over the years, the general composition of the Board has not changed. She identified issues of the gap between trustees who are high-profile specialists and those who are not, including that they have different expectations, particularly regarding the level of Board participation in events and the larger community.

On the movement strategy process, Alice emphasized the need for a Foundation-specific strategy as well, and she pointed out that the Board has spent more time talking about the movement strategy process than discussing actual substantive outcomes of that process. She also cautioned that the movement strategy should not be used as an excuse for the Board to put off addressing large, difficult questions and risks.

Alice advised the Board to consider its role in providing leadership for the Foundation versus the Wikimedia movement. She also recommended bringing back Board self-evaluations, and considering additional structural changes to the Board to improve Board effectiveness, such as increasing the length of terms for Board officer appointments.

Thank-yous to Alice and Kelly

The Board expressed its deep appreciation for the service provided to the Board, the Foundation, and the Wikimedia movement by departing trustees Alice and Kelly.

Executive Session

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

Day Two – July 19

Christophe, María, Esra'a, Tanya, James, Dariusz, Raju, Nataliia, and Jimmy were present at the beginning of the second day. Alice was also present.

Housekeeping

The Board approved a resolution to appoint Tanya Capuano to the Board of Trustees for a three-year term, after a motion by James, seconded by Dariusz.

The Board discussed officer appointments and committee membership. As a first order of business, with María having recused herself, the Board elected María Sefidari Chair of the Board by verbal resolution, made and seconded, and unanimously approved.  The Board then went on to elect Christophe Henner as Vice Chair of the Foundation, Raju Narisetti as Chair of the HR Committee, Nataliia Tymkiv as (continuing) Chair of the Board Governance Committee and Tanya Capuano as Chair of the Audit Committee, each of whom recused themselves during the discussion and vote concerning them. The overarching resolution confirming the officer appointments for 2017-2018, was made by motion by María, seconded by James, and carried unanimously by all in attendance.

Tanya left the board meeting at the conclusion of this section of the meeting.

Movement Strategy

Nicole Ebber, Bhavesh Patel, and Kaarel Vaidla were present for this section of the meeting.

Nicole presented a revised version of the message from the Board that was discussed on the previous day. The Board provided additional feedback and approved the message:

lists.wikimedia.org/pipermail/wikimedia-l/2018-July/090691.html

Legal and Public Policy Update

Tony Sebro was present for this section of the meeting.

Eileen and Foundation Deputy General Counsel Tony Sebro presented on several national and global trends in legal and policy developments that affect online platforms, including certain Wikimedia sites, and described the Foundation's actions and responses to those developments. Topics covered included the ongoing EU copyright reform efforts and recent changes to intermediary liability laws in the US. The Board expressed its strong support for a more "muscular" and robust public policy program at the Foundation and emphasized its own desire to be more involved in public policy efforts -- for example, so that trustees can assist in public messaging and other forms of advocacy where they can be particularly effective.

Eileen provided an update on the Foundation's United States federal court lawsuit against the National Security Agency, which challenges one of its mass electronic surveillance programs.

Board Appointments and Terms

Kelly joined at the beginning of this section of the meeting.

Nataliia presented proposals regarding Board appointments and terms on behalf of the Board Governance Committee, which was recommending the proposals after full Committee review and discussion. The proposals were aimed at further equalizing the number of Board members whose terms ended in a given year, and at making other governance improvements.

The first proposal was to appoint either Raju or Esra'a to a two-year second term when the time comes instead of a standard three-year term, as a means of getting to a more equal distribution of Board seats with regard to when terms end. Nataliia explained that the goal of better seat distribution would be to reduce the considerable workload required when simultaneously having to recruit multiple new board-selected trustees. That has proven to be a challenge in recent years and resulted in vacant board positions. Both Raju and Esra'a expressed their willingness to accept shorter second terms in furtherance of this goal. The BGC recommended that the Board adopt the proposal. The Board agreed to adopt the first proposal, which does not require a change in the Bylaws.

The second proposal was to consider raising Board term limits to three consecutive terms instead of two terms. Nataliia explained that the purpose of this proposal would be to have more Board continuity and spend less time overall on trustee recruitment, which can be very time-consuming. The change would require modification of the Bylaws, and Nataliia stressed the importance of first getting community input on the proposal. The BGC had recommended that the Board adopt the proposal. The Board discussed the merits of the proposal, and expressed support for proceeding with presenting it for community feedback prior to taking any vote.

The remaining proposals related to the possibility of future Board consideration, after further review and discussion, of allowing for more than ten trustees at a time—even if that larger number is not actually activated—and possibly making changes to the trustee selection processes in order to better achieve the goals of the organization, movement and Board. Nataliia explained that consideration of these ideas are partly an acknowledgment that much has changed around the Board over the years, but that the Board has stayed mostly the same. She emphasized that the discussions of these ideas would need to involve engaging stakeholders and obtaining a lot of input. The Board discussed these proposals, and agreed that these were proposals that would require further consideration.

Governance Review

The Board discussed its internal governance review. Eileen noted that the governance review might be combined with the board development discussion that would presumably be initiated soon, and would include a facilitated discussion at the November 2018 board meeting and retreat in California. She and Katherine were developing a proposal and screening possible facilitators for the Chair to choose, including timing and whether such a process should be separate from the board development process.

Jimmy left at the conclusion of this section of the meeting.

Talent & Culture Update

Erik Jackson was present for a portion of this section of the meeting.

Katherine and Erik updated the Board on the search to fill the Chief of Community Engagement position.

Katherine presented to the Board on the recruiting and hiring plan for the fiscal year, and recruiting capacity and pipeline improvements that had been made to accommodate that plan. She explained that diversity and inclusion were priorities in the hiring process. There have been some real successes, particularly in terms of gender, in recent hiring, but we still have much more to do. Katherine gave an overview of work that was being done to improve clarity around career paths and development at the Foundation. She also described the organization-wide diversity and inclusion work that is underway. Katherine solicited input and referrals from the Board regarding communicating about diversity and inclusion with an international audience.

Board Goals and Priorities

Kelly left part way through this section of the meeting.

María led the Board in a discussion of its goals and priorities for the upcoming year. She started by reviewing the goals from the previous year: movement strategy, Board sustainability and effectiveness, and the governance review. Kelly noted that those goals were predominantly about the Board improving itself, that the Board had not done well against them, and that the Board should consider why that was and plan accordingly in the upcoming year.

Each trustee suggested possible goals. The Board grouped and summarized those suggestions by topic, with themes emerging related to movement strategy participation, improving internal Board communications, and Board development, including self-evaluation and analysis. The Board discussed whether and how to track and, if possible, measure progress against the goals throughout the year. They discussed the need for more clarity around who was responsible for working toward the goals, and decided that ownership of some goals should fall to Board committees.

The Board also discussed how trustees who were not part of Wikimedia communities before joining the Board could have better and more opportunities to get to know those communities. Katherine suggested that Board members attend more community-run regional and thematic events throughout the year.

The Board decided on the following goals, and owners of the goals, for the following year:

1. Participation in Phase 2 of the movement strategy – entire Board
2. Board sustainability and effectiveness
   1. Discussing the role of the Board (Christophe to prepare exploratory presentation; may go to board development facilitator)
   2. Board recruitment – task force led by BGC (goal being fulfilling the vacant seat)
   3. Complete the governance review – BGC & HR Committee
   4. Improving Board dynamics – Chair and committee chairs
   5. Board development, including self-assessment – BGC

Katherine discussed with the Board the ways that Foundation staff could support and be involved in achieving the goals.

FDC Appointments

The Board approved a resolution regarding Funds Dissemination Committee appointments after a motion by Dariusz, seconded by Nataliia.

Executive Session

Foundation staff members and Alice 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.