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Board meetings Minutes from 2019-03-28 Questions?

March 28, 2019

Location: Berlin, Germany

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)

Non-Board members present for a portion of the meeting: Erika Bjune (Interim Chief Technology Officer), Valerie D'Costa (Chief of Community Engagement), Nicole Ebber (Program Manager, Movement Strategy), Lisa Gruwell (Chief Advancement Officer), Toby Negrin (Chief Product Officer), Lisa Anne Thompson Taylor (Governance Consultant, Taylor Strategic Partnerships), Kaarel Vaidla (Strategy Process Architect, Movement Strategy), Heather Walls (Chief Creative Officer)

Slides: File:Public Version Board of Trustee Meeting Deck for Mar 28, 2019.pdf

Erika Bjune, Valerie D'Costa, Lisa Gruwell, Toby Negrin, and Lisa Anne Thompson Taylor were present at the beginning of the meeting.

The meeting was called to order at  9:36 AM CEST. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Operational Updates

Katherine presented the Foundation's year-to-date Audience, Financial, and Organizational Health metrics, using a new high-level format featuring aggregated metrics. The metrics indicated positive growth trajectories for readers and editors,  and a minor decrease in the rate of total content growth on the projects. Revenue had surpassed the year to date target by US$16 million, and expenses were 8% under budget.

Foundation staff explained that the aggregated "content" metric is based on  data from four (currently roughly equally-sized) categories: number of articles in Wikipedia, number of Wikidata entries, number of media files in Wikimedia Commons, and everything else. The Board expressed concerns about how the large fluctuations in Wikidata contributions that happen regularly could unduly influence the overall content metric.

Katherine shared the Foundation's plans to respond to a growing staff presence on the East Coast of the United States, including renting office space from WeWork in Washington, DC starting in the fall.

Medium-Term Planning

Heather Walls joined the meeting at this point.

Katherine and Foundation staff presented the Foundation's draft medium-term plan, which had been shared with the Board prior to the meeting. The plan involves two goals for the next 3-5 years, which connect to the movement strategic direction, and five priority investment areas for helping to achieve those goals:

  • Goals
    • Grow participation globally, focusing on emerging markets
    • Modernize our product experience
  • Priorities
    • Brand Awareness
    • Worldwide Readership
    • Thriving Movement
    • Platform Evolution
    • Global Advocacy

The Board asked for more emphasis on language, geographic, and gender diversity in the description of the Thriving Movement priority, and pointed out how Thriving Movement is linked to Brand Awareness.

The Board asked about progress that had been made since November 2017 regarding Platform Evolution, and how the Foundation is tracking progress. Foundation staff explained that much of the recent work has been to improve infrastructure so that it can support future innovation. The Board pointed out that the medium-term plan is missing some of that anticipated innovation, and raised points about machine learning, data security, and privacy.

The Board wondered if the medium-term plan is too all-encompassing—whether it did not sufficiently address what tough trade-offs are being made in order to accomplish the goals. Foundation staff said that some of those trade-offs would be necessary in creating the next annual plan, based on the medium-term plan. Katherine also explained how improving organizational efficacy at the Foundation is a necessary component of the plan.

Katherine presented the revenue component of the medium-term plan, which sets a steady increase in annual revenue to US$150 million by 2021–2022. Katherine and Lisa explained that the projections come from focusing on building longer-term revenue models (such as additional revenue streams and entering new markets) rather than focusing on maximizing single-year revenue. The Board and staff discussed various revenue streams, including Endowment giving, donations from tech companies, new fundraising geographies, and revenue-generating services.

The Board provided general feedback that the Foundation could set more aggressive targets for many, if not all, of the points in the medium-term plan.

Machine-Created Content

Heather Walls left partway through this portion of the meeting.

Background reading: openai.com/blog/better-language-models/

Katherine presented information to the Board about the history of machine-created content and Wikimedia and recent developments and advances in technology that could write whole encyclopedic articles. She discussed possible implications of that technology on the Wikipedia model.

The Board discussed how far current technology is from producing results comparable to what human Wikipedia contributors do, acknowledging that a new technology could be highly competitive with Wikipedia even if it was not as good as Wikipedia.

Staff brought up that there is an existing market need for large-scale content generation in many languages, and how machine translation has been an effective and valuable tool supporting editors and smaller language communities in content generation. The Board raised questions of scaling quality faster and whether article-generation technologies could be used as a tool by editors rather than a replacement for editors.

In smaller groups, the Board and staff discussed three sets of questions:

  1. How might the communities react to the introduction of AI for content generation?
    1. What mandate does the Foundation have to introduce these technologies?
  2. How might the Foundation engage with these technologies?
    1. Should we partner, acquire, or build?
    2. Who cannot we partner with?
    3. What cannot we partner on? Or, how much should we do ourselves?
  3. What morals do we need in our machines?
    1. What guidance do our Wikimedia values provide around integration, adoption, and development?
    2. Are there any bright lines we cannot cross?

The group that discussed Question 1 concluded that:

  • Editors must have autonomy and choice regarding the use of content-generation technologies. This autonomy should be at the individual level rather than at the project level.
  • Community bot creators must be part of any conversation on this topic.
  • Content-generation technology needs to prove itself capable just as human editors do.
  • It is important to be sensitive to the needs of smaller communities, and not build technologies that would undermine them.
  • There is risk that content-generation technology would result in a colonization mentality, forcing one perspective on the world.

The group that discussed Question 2 concluded that:

  • The Foundation should be encouraged to explore and experiment with this technology.
  • It is important to stage and phase potential partnerships and experiments.
  • The Foundation should consider on a regular basis (such as every 6 to 12 months) how experiments might become part of infrastructure.
  • The Foundation should discuss how important it is to be technologically independent throughout the Wikimedia technology stack. What are the tradeoffs of independence?

The group that discussed Question 3 concluded that:

  • Technology is only as moral as the people who build it.
  • Wikimedia will be open to considering using or partnering with any technology that helps spread free knowledge and information which the Wikimedia community deems to be accurate, unbiased, and diverse.

Various Updates

Movement Strategy

Katherine updated the Board on the movement strategy process: the working groups had all produced scoping documents, which would be the basis of the strategy conversations at the Wikimedia Summit.

Wikimedia Summit

Nicole Ebber and Kaarel Vaidla were present for this portion of the meeting.

Nicole and Kaarel presented the plan and schedule for the Wikimedia Summit, scheduled for March 29–31, 2019.

Wikidata Strategy

Heather Walls re-joined the meeting at this point.

Foundation staff reported to the Board that they had been in conversations with Wikimedia Deutschland about building a strategy for engaging the potential of Wikidata and Wikibase.

EU Copyright

Katherine and Tony summarized the results of the proposed copyright directive in the EU, which passed on March 26. Wikimedia's advocacy efforts contributed to the inclusion of favorable provisions on data mining, the public domain, and access to out-of-commerce works; however, despite Wikimedia's advocacy efforts the EU Parliament retained provisions creating protections for snippets of news articles and requiring most platforms (not including Wikipedia) to implement content upload filters. Katherine and Tony discussed the need for additional support for the next phase of advocacy on this issue, as the EU member states all work to implement the directive nationally.

The Board and staff discussed how Wikimedia's advocacy may or may not have affected the outcome, what form additional investment in advocacy and public policy might take, and what impact alternative tactics would have had both in this case and in the longer term. Katherine emphasized the need for Wikimedia to build advocacy capacity in anticipation of likely additional difficult policy fights in the next several years.

COMMITMENT: María and Katherine will plan a future time (perhaps outside a regular Board meeting) for staff and interested Board members to fully debrief Wikimedia's advocacy on the EU copyright directive.

Security Update

Lisa Anne Thompson Taylor was not present for this portion of the meeting.

Foundation staff briefed the Board on recent security incidents and presented mitigation strategies.

Erika Bjune, Valerie D'Costa, Lisa Gruwell, Toby Negrin, and Heather Walls left at the conclusion of this portion of the meeting.

Board Business

Governance Review

Christophe Henner was not present for this portion of the meeting.

Lisa Anne updated the Board on the status of the governance review she was conducting. Prior to the meeting, the trustees all completed a Board self-assessment, and Lisa Anne would be reviewing the results of that assessment. She also was in the process of having individual meetings with each trustee and with staff who work with the Board, as well as with some community members. Lisa Anne said she would have a summary of the results of her review in late April/early May. She said that Boards vary in how they respond to the recommendations that come out of a governance review, tending to implement varying proportions of the recommendations over varying periods of time.

Board Development

The Board discussed potential development opportunities and the need for a development plan. Trustees provided feedback from Board development courses they had taken which were useful overall but particularly so if multiple Foundation trustees were participating at the same time. The Board suggested that it might be best to bring in someone to work with the entire Board all at once.

COMMITMENT: Once the Board receives the governance review report from Lisa Anne, Tanya and Nataliia will review it and come to the Board with a suggested Board development plan.

Board Calendar

Katherine presented a proposed modified annual calendar for Board meetings that would be more connected to the Foundation's fiscal quarters and annual cadence. The proposal is to meet once per quarter (plus one shorter meeting at the end of the year), with fewer in-person meetings but longer online meetings compared to the current meeting calendar. The Board will continue to meet at Wikimania but will no longer host a meeting adjacent to the Wikimedia Summit.

DECISION: The Board approved the proposed calendar.

Committee Updates

Board Governance Committee (Chair: Nataliia)

  • The committee successfully recruited and hired Lisa Anne to conduct the governance review, and is awaiting her report.

HR Committee (Chair: Raju)

  • The committee is working on preparing for theoretical future succession planning, such as by updating the job description for the CEO that is on file.

Audit Committee (Chair: Tanya)

  • The committee agreed, based on the recommendation from the Finance team, to retain KPMG to conduct the Foundation's annual financial audit.
  • The Foundation's form 990 will be presented at the next Board meeting, in June.

Special Projects Committee

  • The Board discussed the formation of a new committee to advise the Executive Director on strategic project ideas without her having to present the ideas to the entire Board.
  • Raju wrote a draft charter for this committee.

COMMITMENT: Tony and Chuck will review the draft Special Projects Committee Charter and provide feedback before the Board decides whether to approve it.

Funds Dissemination Committee (Liaisons: Esra'a and Tanya)

  • The committee is in a holding pattern as the Foundation prepares its guidance for grantmaking in the next fiscal year.

Affiliations Committee (Liaisons: María and Esra'a)

  • The committee is having its annual strategic meeting following the Wikimedia Summit.
  • There are new members of the committee joining.
  • Wikimedia Portugal has signed a new chapter agreement, as part of their suspension being lifted.
  • The announcement of the recognition of Wikimedia Korea is forthcoming.

Language Committee (Liaison: James)

  • No material updates.


DECISION: After a motion by María, seconded by Jimmy, the Board approved the minutes from their meeting on November 9–11, 2018.

DECISION: After a motion by María, seconded by Jimmy, the Board approved the minutes from their meeting on January 30, 2019.

María alerted the Board that they would soon be asked to approve the procedure for the Affiliate-selected Board seat process.

Executive Session

Foundation staff members and Lisa Anne 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.