Minutes/2019-01-30

From the Wikimedia Foundation Governance Wiki
Jump to navigation Jump to search

Wikimedia Foundation Board Minutes

January 30, 2019

Location: Online

Board of Trustees present: María Sefidari (Chair), Christophe Henner (Vice Chair), Esra'a Al Shafei, Tanya Capuano, James Heilman, Dariusz Jemielniak, Lisa Lewin, Raju Narisetti, Nataliia Tymkiv, Jimmy Wales

Non-Board members present: Katherine Maher (Executive Director), Tony Sebro (Interim Secretary; Interim General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Chuck Roslof (Legal Counsel), Janeen Uzzell (Chief Operating Officer), Gretchen Yen (Liaison to the Board of Trustees; Executive Assistant to the Executive Director)

Slides:

Public version: Slide Deck

The meeting was called to order at 8:35 AM PDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Housekeeping

Jimmy and Lisa stepped out of the meeting while the Board considered resolutions for their appointment to the Board.

After a motion by Tanya, seconded by Dariusz, the Board re-appointed Jimmy Wales to the Board of Trustees.

After a motion by María, seconded by Raju, the Board appointed Lisa Lewin to the Board of Trustees.

After a motion by María, seconded by James, the Board approved the minutes from the Board's confidential meeting on November 23, 2018.

Operations Update

Katherine presented the Foundation’s finances through Q2 of fiscal year 2018-19. She reported that revenue was 17% above our budgeted projections, and spending was 1% under budget, due to efforts to reduce underspend through more effective resource allocation. Katherine and Jaime explained that the Foundation is currently holding some operating cash that will soon be shifted into our investment portfolio, as is standard for this time in the fiscal year.

Katherine provided an update on the Foundation’s Talent & Culture work, including two recent C-level hires: Janeen Uzzell as Chief Operating Officer and Valerie D’Costa as Chief of Community Engagement. Katherine also presented some of the results from the Foundation’s most recent internal engagement survey.

Katherine presented the most product metrics for December 2018. The metrics showed that the contributor population is steady and growing, and that overall pageviews had recovered to 2016/17 levels. Katherine and Jaime notified the Board that Foundation would be working on revising the metrics dashboard, with input from Tanya.

Tony updated the Board on some confidential and sensitive matters.

Medium-Term Planning

Katherine provided an overview of the Foundation’s approach to medium-term planning, which is an effort to move to a longer time horizon for setting organization-wide goals. The medium-term plan is being made in the context of the Wikimedia movement strategic direction, and it in turn will provide context for the Foundation’s annual operating plan and budget.

Enterprise Risk Management

Jaime summarized the results so far from the ERM process, in which staff and the Board identified risks to the Foundation and then the C-team evaluated based on impact and likelihood. From that work, the team at the ERM firm hired by the Foundation drafted a risk profile of the Foundation’s most significant risks. Jaime explained that the risk profile would be shared with the C-team in order to prioritize and assign owners to the risks; Jaime also announced the C-team’s intent to establish an ERM Steering Committee.

Brand

Katherine presented a brief update on the ongoing brand project, which is set to move into a period of community review and discussion. The project’s goal is to communicate current branding needs as identified for the success of the strategic direction, solicit input about community branding needs, generate excitement for updates to the brand, and create a more permanent structure to address movement-wide brand questions.

Board Calendar Review

Katherine began a conversation with the Board about possible changes to the Board meeting schedule, including potentially moving the Board retreat from November to a different point in the year.

Committee Updates

Affiliations Committee (Liaisons: María & Esra'a)

  • Upon further consideration of the impact on the local community and affiliates, AffCom withdrew their recommendation to recognize the Shared Knowledge user group as a chapter in Macedonia.

Board Governance Committee (Chair: Nataliia)

  • Nataliia summarized the community discussion in December of three proposed changes to the Foundation’s Bylaws (including user groups in the trustee selection process; raising term limits for trustees; and reaffirming the Board’s commitment to diversity). The discussion had fairly low engagement for a proposal of this type, and much of it focused on issues beyond the scope of the proposals.
  • After a motion by Jimmy, seconded by James, the Board approved the proposed changes to the Bylaws.
  • María volunteered to be the Board’s liaison for the affiliate-selected Board seat selection process.

HR Committee (Chair: Raju)

  • Raju presented a recommendation from the HR Committee that “Chief Executive Officer” be added to the title of the Executive Director. He explained the benefits of the CEO title when engaging globally with people and organizations who may be unfamiliar with typical titles and roles in US-based non-profits.
  • After a motion by James, seconded by Jimmy, the Board approved the addition of "Chief Executive Officer" to the Executive Director's title.

Audit Committee (Chair: Tanya)

  • No update.

Executive Session

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.