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Board meetings Minutes from 2019-12-05 Questions?

December 5, 2019

Location: Online

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

Board of Trustees absent: Nataliia Tymkiv (Vice Chair)

Non-Board members present: Katherine Maher (Executive Director), Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Robyn Arville (Chief Talent and Culture Officer), Lisa Gruwell (Chief Advancement Officer), Grant Ingersoll (Chief Technology Officer), Ryan Merkley (Chief of Staff), Toby Negrin (Chief Product Officer), Chuck Roslof (Legal Counsel), Janeen Uzzell (Chief Operating Officer)

The meeting was called to order at 9:01 AM PST. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Operational Updates

Katherine provided an update on Foundation operations and product, financial, and personnel metrics for Q1 of fiscal year 2019-2020. Katherine highlighted the year-over-year increase in active editors and work on Advanced Mobile Contributions, and she reviewed the reorganization of the Foundation with the mainstreaming of the Community Engagement department.

Quarterly Results Report

Katherine, Janeen, Toby, Grant, and Amanda presented a status update on the Foundation's work to achieve the goals of the medium-term plan, based on a new "tuning session" quarterly reporting format that the Foundation has adopted.

  • Brand Awareness: Green. Work in Q1 has been mostly on identifying an agency to work with to evolve the movement's brand identity.
  • Worldwide Readership: Green. Work in Q1 has focused on growing content in order to grow readership, including meeting the goal set in the "Structured Data on Commons" grant to have 5 million files on Wikimedia Commons with structured metadata. Q1 work also included developing prototypes for a refresh of the desktop reading experience. Wikimedia Deutschland has experienced some staff turnover with some delays on Wikidata programs.
  • Thriving Movement: Yellow (trending red). Progress on the key deliverables is mostly behind the targets for Q1, though some areas are moving forward. Following the restructuring of the Community Engagement department, the Foundation will be re-evaluating the planned programs and metrics for alignment with the MTP.
  • Platform Evolution: Yellow (trending green). Many of the key deliverables are on track for Q1, but staff is still refining the metrics used to ensure they are tied to impact. Decreasing complexity for end-users may ultimately require increasing product complexity, which is in tension with the stated MTP goal.
  • Global Advocacy: Yellow (trending green). Progress on the key deliverables is slightly behind target for Q1 as the advocacy team is working to increase staffing and to develop a more proactive public policy vision.

Medium-Term Plan Priority Programs

Katherine presented an update on the evolved identity program within the brand awareness priority, highlighting the selection of Norwegian design firm Snøhetta to partner with staff on the project. The project timeline includes three collaborative brand workshops in Q3 for staff and community members, followed by developing and refining a new movement identity system in Q4.

Ryan presented an update on the content integrity program within the thriving movement priority, focusing on the opportunity for cross-team coordination and collaboration on addressing the threat of disinformation. Current work includes investigation into current practices for addressing disinformation on the Wikimedia sites and having conversations with a wide range of people (community members, partner organizations, researchers, etc.). Future work will focus on more information-gathering and building tools that build on Wikimedia's existing strengths. Lisa Gruwell mentioned that there are opportunities for targeted external funding for disinformation-focused work.

Amanda, Jaime, and Grant presented an update on the proposed paid API program within the platform evolution priority.

Movement Strategy

Ryan reported on the status of the movement strategy process, which experienced some setbacks and delays in Q1, including a challenging summit in Tunis in September. Since then, a new drafting group was formed from some members of the previous working groups to produce a recommendation document. The core strategy team will then prepare a summary of that document.

Ryan explained that the goal is to publish the documents in January, conduct community consultations and expert evaluations through March, then finalize the recommendations and begin discussing implementation at the Wikimedia Summit in April. During the consultation period, the Board will meet (February 12–13) to review the recommendations, provide feedback and potentially make some decisions. Trustees stressed the importance of a unified approach to supporting the outcomes of the movement strategy process, as well as acknowledging and addressing common criticisms.

The Board discussed whether there was a minimum level of endorsement or support they wished to see from the on-wiki community and movement organizations. Trustees weighed in, acknowledging it would likely depend on the specifics of each recommendation: at what altitude it was operating (high-level versus detailed), who would be affected (affiliates, editing community, etc.), whose support would be required for implementation, and how the question of support was posed (stressing the importance of presenting the status quo as the alternative to the recommendations, rather than all the other possible recommendations that are not actually on the table).

The Board discussed how individual trustees should engage during the community discussion of the recommendations.

The Board discussed a proposal that trustees would refrain from commenting on the recommendations outside of internal Board discussions until after the February Board meeting, during which the Board would develop its collective viewpoint and approach regarding the recommendations.

Board Business

After a motion by Tanya, Seconded by James, the Board approved the minutes from its August 14-15 meeting.

Committee Updates

Board Governance Committee

Since October, the BGC has been meeting monthly. Its priorities leading up to the February Board meeting are to develop a set of written expectations for trustee behavior, to develop a proposal for Board expansion, and to potentially develop a proposal for changes to trustee selection methods. The BGC is also working with Foundation staff to develop a communications plan to share the results of the Board's governance review and the steps the Board is taking in response to it. After February, the BGC will start working on a Board education and accountability plan and additional tasks assigned to it. In service of the proposals the BGC is developing, Amanda has interviewed each Board member for their thoughts about Board size and composition.

Audit Committee

The committee met with KPMG, and the Foundation received another clean audit with no red flags. The Foundation expects to receive the results from its 990 filing in May. The enterprise risk management (ERM) steering committee is up and running, with a further update planned for February. There is also an in-progress update to the Foundation's depreciation policy.

Human Resources Committee

The committee indicated it planned a discussion of a proposed contract for the ED and key deliverables for the ED's annual performance during the executive session.

Special Projects Committee

The committee is currently tasked with developing a proposal for how the Foundation should evaluate the source of large donations. The committee met in November, and is continuing to work with staff (Amanda and Ryan). The goal is to propose a policy to the Audit Committee in Q4.

Esra'a, in coordination with Toby, has been developing a proposal to create a new Product Committee. The Board will discuss this proposal at its February meeting.

Affiliations Committee

AffCom has been meeting monthly. Although the Board has approved a transition for AffCom to transition to a staff-supported committee, this has not yet occurred. Katherine explained that the delay has been in part a result of the changes to CE, and agreed to develop a timeline for the planned changes regarding AffCom.

Funds Dissemination Committee (FDC)

No updates.

Language Committee

No updates.

Executive Session

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