Minutes/2019-6-14

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Wikimedia Foundation Board Minutes

June 14, 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)

Non-Board members present for a portion of the meeting: Lisa Gruwell (Chief Advancement Officer), Toby Negrin (Chief Product Officer)

Slides: Public Version

Lisa Gruwell and Toby Negrin were present at the beginning of the meeting.

The meeting was called to order at 9:04 AM PDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Operations Update

Katherine and Toby presented metrics related to the health of the platform and of the Foundation. The metrics indicated positive growth trajectories for interactions and active editors, and an increase in project content at a regular pace. Revenue had surpassed the YTD target by $19 million, and expenses were 7% under budget with a projection to close that gap to 3% by the end of the year.

Toby presented that early response to a new “suggested edit” feature on the Wikipedia Android app showed a significant increase in micro-contributions. Katherine provided an overview of talent and culture at the Foundation: hiring and turnover/retention are on track, diversity and inclusion has room for improvement but is trending in the right direction.

Jaime presented more detailed information about the organization’s financials, and Katherine updated the Board on the status of recruiting for open executive positions (Chief of Talent & Culture, Chief Technology Officer, and General Counsel).

Toby Negrin left at the conclusion of this portion of the meeting.

Medium-Term and Annual Plans

Katherine reviewed the goals and priorities in the Foundation’s medium-term plan, which had been revised since March based on feedback from the Board, staff, and community. Katherine described how the annual plan was built from the medium-term plan, with a focus of 18 deliverables across the medium-term plan’s five focus areas to be produced within the next 12-18 months. The fundraising target for FY 2019-20 is $110 million, the budget is $111.5 million, programmatic expenses are projected to remain at 75-76% of the total budget, and the goal is to hire for 109 new full-time positions.

Tanya explained that the Audit Committee had reviewed the annual plan budget and was recommending it for approval.

DECISION: After a motion by María, seconded by Tanya, the Board approved the Wikimedia Foundation 2019-2023 medium-term plan.

DECISION: After a motion by María, seconded by Tanya, the Board approved the Wikimedia Foundation 2019-2020 annual plan.

Affiliate-Selected Board Seats

María presented the results of the affiliate-selected Board seat election. With a record participation of 85% of the eligible affiliates, the candidates who received the most support were Nataliia Tymkiv and Shani Evenstein Sigalov. María outlined the next steps: background checks on the top candidates and other Board discussion and evaluation of the election and the candidates as needed prior to the Board considering their appointments at the Wikimania meeting.

Governance Review

Lisa Lewin updated the Board on the status of the governance review. The governance consultant had provided a draft report, which was in the process of being revised. Additional sessions with the Board are being scheduled to discuss the results of the report in late June and early July.

Chapter & Thematic Organization Applications

DECISION: After a motion by María, seconded by Tanya, the Board approved a resolution recognizing the Wikimedistas de Colombia User Group as a chapter, pending the execution of a chapter agreement.

DECISION: After a motion by María, seconded by Tanya, the Board approved a resolution recognizing the Wikimedians in Thailand User Group as a chapter, pending the execution of a chapter agreement.

DECISION: After a motion by María, seconded by Tanya, the Board approved a resolution recognizing the Wiki Project Med user group as a thematic organization, pending the execution of a thematic organization agreement.

Wikimedia Endowment

Lisa Gruwell presented an update on the Endowment. To date, $36.5 million had been raised for the Endowment, putting fundraising approximately 8 months ahead of schedule for reaching the goal of $100 million by December 2025. As has been requested by the Board in June 2018, Lisa G. presented an updated recommendation on the Endowment structure. She recommended that the Endowment continue to remain at Tides for the time being and that staff present an updated assessment by the end of FY 2019-2020. Katherine underscored that staff is very comfortable with the current relationship with Tides and the service that Tides is providing.

Lisa G. also presented to the Board plans to expand planned giving efforts, including through a partnership to provide free will-drafting services to US donors.

DECISION: After a motion by Raju, seconded by Tanya, the Board agreed that the Endowment should remain at Tides for the next fiscal year, and instructed Foundation staff to provide an updated analysis and recommendation by the end of the next fiscal year.

DECISION: After a motion by Raju, seconded by Tanya, the Board agreed to instruct staff to send any funds donated to the Foundation earmarked for the Endowment to the Endowment.

DECISION: After a motion by Raju, seconded by Tanya, the Board approved a donation of $5 million to the Endowment.

Lisa Gruwell left at the conclusion of this portion of the meeting.

Special Projects Committee

Raju provided an update on the Special Projects Committee, which ad been proposed and discussed as a potential new committee during the March 2019 Board meeting. Lisa Lewin agreed to be the initial committee chair, and Raju and Christophe agreed to be initial additional members.

DECISION: After a motion by María, seconded by Tanya, the Board approved the creation of the Special Projects Committee.

Board Business

DECISION: After a motion by María, seconded by Tanya, the Board approved the minutes from the March 28, 2019 Board meeting.

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.