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Minutes from 2019-08

August 14 & 15, 2019

Location: Stockholm, Sweden

Board of Trustees present: María Sefidari (chair), Christophe Henner (vice chair), Esra'a Al Shafei, Shani Evenstein (present for a portion of the meeting), 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)

Non-Board members present for a portion of the meeting: Gretchen Yen (Liaison to the Board of Trustees; Executive Assistant to the Executive Director); Robyn Arville (incoming Chief Talent & Culture Officer), Erika Bjune (interim Chief Technology Officer); Valerie D'Costa (Chief of Community Engagement); Lisa Gruwell (Chief Advancement Officer); Toby Negrin (Chief Product Officer); Janeen Uzzell (Chief Operating Officer), Bob Gower (discussion facilitator); Nicole Ebber (Program Manager, Movement Strategy), Tanveer Hasan (Information and Knowledge Liaison, Movement Strategy), Mehrdad Pourzaki (Information and Knowledge Manager, Movement Strategy), Kelsi Stine-Rowe (Community Engagement Specialist, Movement Strategy), and Kaarel Vaidla (Strategy Process Architect, Movement Strategy)

Day One – August 14

Shani Evenstein, Erika Bjune, Valerie D'Costa, Lisa Gruwell, Toby Negrin, Janeen Uzzell, and Gretchen Yen were present at the beginning of the meeting.

The meeting was called to order at 9:03 AM CEST. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Operational Updates

Katherine, Toby, and Jaime provided an update on Foundation operations and product, financial, and personnel metrics for the end of the 2018-2019 fiscal year. The Board and staff discussed annual goals for product metrics. Katherine presented an update on Foundation personnel HR matters, including a brief overview of the new system of performance that the Talent & Culture department is developing. In response to questions from the Board, Katherine and Tony provided more information about some of the limitations on international hiring. Katherine also presented the results of a recent review of the movement's environmental footprint, and the next steps toward lessening the Foundation's environmental impact.

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

Year in Review

María presented an overview of the Board's activities over the prior year, measured against the goals set at the July 2018 meeting in Cape Town. All trustees were participants in the movement strategy working groups over the course of the year, though the Board's active participation in the groups overall was uneven. For recruitment, the Board filled the vacant Board-selected seat, and revised the Bylaws to codify its commitment to diversity and to create an Affiliate-selected Board seat process that included user groups for the first time - 85% of existing affiliates participated in the ASBS process, which resulted in the selection of two candidates within the required timeframe. The Board also completed a governance review (which included a Board self-assessment), and began taking steps to implement recommendations that came out of it. Regarding Board dynamics, María discussed her efforts to be available to the trustees as Chair, the focus on governance and high-level strategy, and highlighted some of the important issues that the Board had tackled over the year. María also reflected on the Board's successes and difficulties throughout the year regarding providing strategic guidance and input.

Shani Evenstein, Janeen Uzzell, and Gretchen Yen left at the conclusion of this portion of the meeting.

Governance Discussion

Bob Gower joined for this portion of the meeting. Note: Bob Gower and Lisa Lewin are co-founders of and partners with the consulting firm Ethical Ventures. Bob provided facilitation services to the Foundation through a separate corporate entity, and Lisa recused herself from any negotiations between Bob and the Foundation.

Bob facilitated an exercise for the Board and officers to share their intentions, concerns, boundaries, and hopes regarding the governance work the Board has taken on following the governance review earlier in the year.

The Board identified the following desired outcomes from the next phase of its governance reform efforts:

Find ways for Katherine/staff to better tap into trustees' expertise
Determine what ways are appropriate for the Board to provide guidance and supervision to the Foundation
Determine whether and in what ways the Board should provide guidance to or have some sort of direct engagement with the movement
- Develop a list of principles (dos and do nots) for individual trustee engagement with the community

Movement Strategy

Shani Evenstein, Valerie D'Costa, and Janeen Uzzell joined at the beginning of this portion of the meeting.

Nicole Ebber, Tanveer Hasan, Mehrdad Pourzaki, Kelsi Stine-Rowe, and Kaarel Vaidla were present for this portion of the meeting.

The movement strategy team presented themes from the working group recommendations and next steps in the process. The strategy team, Katherine, and María highlighted the importance of the Board demonstrating public support for the movement strategy work. Kaarel explained that the recommendations would undergo some changes, through responding to community feedback and through the harmonization process, before being finalized and sent to the Board in November.

Program Updates

Erika Bjune, Lisa Gruwell, Zack McCune, Toby Negrin, and Heather Walls joined for this portion of the meeting.

Brand

Heather and Zack reviewed the brand work that had been done in the previous year, and presented a summary of the community feedback received regarding the idea to shift to focus on "Wikipedia" instead of "Wikimedia". The next step is to iteratively design a new brand system (with an outside firm), collecting feedback along the way. The team developed a set of criteria to evaluate brand proposals—the brand system should:

Explain who we are and resolve confusion
Protect and improve our reputation
Support and elevate the sister projects
Assess and address legal risks
Support movement growth

Paid APIs

Lisa Gruwell presented a set of two proposed parallel API monetization strategies. The two approaches involve (1) charging for volume, and (2) charging for premium services. The goal is to charge in order to provide the services that high-volume enterprise users want and need, while keeping the free API available to other users. The next steps are to figure out the best corporate structure for the Foundation to provide these services, and to discuss the technical roadmap with the incoming new CTO.

Lisa Gruwell expressed the desire for public support from the Board regarding the idea of paid APIs in the community discussion on that topic as proposed in the movement strategy recommendations.

Executive Session

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

Day 2 – August 15

Robyn Arville, Erika Bjune, Valerie D'Costa, Toby Negrin, Janeen Uzzell, Heather Walls, and Gretchen Yen were present at the beginning of this day of the meeting.

Program Updates, cont.

Turkey

Tony reviewed the recent developments regarding the block of Wikipedia in Turkey, including the filing of a petition for review of the case in the European Court of Human Rights.

Incident Response

Tony provided an update on the response to security incidents.

Crisis Protocol

Valerie presented work that staff across departments have been doing to create an updated protocol to respond to crises that target volunteers as a result of their good-faith contributions to the projects.

AffCom

Shani Evenstein joined at the beginning of portion of the meeting

Valerie presented a proposal for AffCom evolution in Fiscal year 2019-2020, including increased support of the committee from the Community Engagement department. Staff will help AffCom with its operational challenges (budgeting, agenda-setting, compliance monitoring, keeping the recognition pipeline moving smoothly), with developing onboarding and offboarding protocols, with capacity development, and with revising their appointment system. One of the goals is to transition AffCom oversight from the Board to staff.

Thriving Movement

Valerie presented an overview of the world that the Wikimedia movement needs to serve and her plans and goals for the Community Engagement department to adapt to fit the global context, including:

reorganizing to facilitate greater staff diversity, internationalization, and decentralization, so staff are closer to the communities they are working to grow;
articulating the department's theory of change;
building thematic knowledge clusters (on topics such as GLAM, Gender, and Youth);
investing more in capacity building, oriented toward building movement leaders;
improving affiliate support;
engaging more in important global conversations, to represent the interests of the Wikimedia and free knowledge movements;
investing in regional events and community groups;
developing improvements to the experience of newcomers; and
shifting the conversation of the Foundation's community support from just grants to a more holistic suite of support and services.

The Board discussed how to improve grant funding mechanisms to better support ongoing affiliate and community work, how to better resource priority growth areas, and scaling successful initiatives.

Committee Updates

Audit Committee

The next audit is set to launch in September.

Staff has created a task force to oversee enterprise risk management, which will regularly report to the Audit Committee.

Board Governance Committee

No updates since July, but the committee has an ambitious agenda for the upcoming year.

Human Resources Committee

A new Chief Talent & Culture Officer has been hired.

The committee will be talking about having a succession plan in place for the ED/CEO.

Special Projects Committee

The committee will remain dormant until there is a need for specific, short-term, limited intervention in a project.

Language Committee

The one volunteer who does most of the work for the committee is feeling burnt out. Without him, the committee would need to figure out a new process for how to operate. He could use more language expertise and simpler technical requirements for recognizing a new language version of a project.

Robyn Arville, Erika Bjune, Valerie D'Costa, Toby Negrin, Janeen Uzzell, Heather Walls, and Gretchen Yen left at the conclusion of this portion of the meeting.

Board Business

After a motion by María, seconded by Tanya, the Board approved the minutes from their meetings on June 14, 2019, June 27, 2019, and July 10, 2019.

Nataliia and Shani stepped out of the meeting while the Board considered resolutions for their appointment to the Board.

After a motion by María, seconded by Tanya, the Board reappointed Nataliia Tymkiv to the Board of Trustees.

After a motion by María, seconded by Jimmy, the Board appointed Shani Evenstein to the Board of Trustees.

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

Board Officer and Committee Chair Elections

The Board discussed officer appointments and committee membership. After a motion by Tanya, seconded by Shani, the Board elected María as Chair, Nataliia as Vice Chair, Tanya as Chair of the Audit Committee, Lisa as Chair of the Board Governance Committee, Dariusz as Chair of the Human Resources Committee, and James as Chair of the Special Projects Committee, with the committee membership as outlined in the resolution.

Board Priorities

Bob Gower joined for this section of the meeting.

The Board discussed its priorities for what it will accomplish over the next six months (before the February 2020 Board meeting and retreat). The Board committed to the following:

Develop a proposal for Board expansion (Owner: Board Governance Committee)
- This involves considering changes to trustee selection methods
- Part of this process may be (re)writing a list of requirements and desired attributes for trustees
Set clear expectations for trustee behavior (Owner: Board Governance Committee + Jimmy)
- This could take the form of a list of dos and do nots, some rules of engagement, a code of conduct, and or a list of governance principles
- This should address expectations for trustee behavior when engaging with the Board and other trustees, when engaging with Foundation staff, and when engaging externally
Develop a succession plan for the Executive Director/CEO (Owner: HR Committee)
- This could also include developing succession plans for other members of the C-Suite
Develop a succession plan for the Board Chair (Owner: María/Lisa L./Katherine)

Support the movement strategy recommendation process
- This includes providing support during the community discussions of the recommendations, as well as being prepared to discuss the recommendations going into the December meeting that is planned to be dedicated to that purpose
- A subcomponent of this is the onboarding and integration of the new Board Liaison (Chief of Staff) role
Approve the API monetization plan
- This involves support from the Board of the community discussion of this plan (as part of the movement strategy recommendations)

In addition, the Board made the following commitments:

At the February meeting and retreat, the Board will pick up the discussion of what its responsibilities are
- This could involve finalizing a statement of purpose, building from the drafts from this meeting
Esra'a will own the development of a plan to redesign the committee structure
- This might not be completed by February
- The redesign could involve the addition of new committees, such as a nominating committee
The BGC should prioritize the goals identified in this meeting above the commitments from the July 10 meeting, if it cannot accomplish all of the tasks assigned to it
- In particular, the BGC may need to delay the development of a Board Education and Accountability Plan (which currently has a deadline of October 31, 2019)

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.