Minutes/2019-7-10

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Wikimedia Foundation Board Minutes

July 10, 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, Nataliia Tymkiv, Jimmy Wales

Board of Trustees present for a portion of the meeting: Raju Narisetti

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), Eileen Hershenov (Of Counsel)

Raju Narisetti was not present at the beginning of the meeting.

The meeting was called to order at 10:02 AM PDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

María provided an overview of the governance review process and the production of the governance report from Taylor Strategic Partnerships (TSP). She described the resolutions to be considered during the meeting as the first step of the implementation phase of the governance review, following the work completed by TSP on the previously-presented review.

The Board considered a resolution to approve the creation of a staff Board Liaison position. María explained that it is not something usually within the scope of a Board resolution, but that it was important to endorse the position as they would be working directly with the Board. After a motion by María, seconded by Tanya, the Board approved the resolution.

The Board considered a resolution to commission the Board Governance Committee to create a Board Education and Accountability Plan. The Board discussed what deadline to set for delivery of the plan, deciding that October 31, 2019 would be soon enough to meet the Board’s needs while giving the BGC enough time to work on it. After a motion by María, seconded by Nataliia, the Board approved the resolution.

The Board considered a resolution to commission the Board Governance Committee to create an advisory committee to prepare a recommendation on how to increase the size of the Board. The Board discussed what deadline to set for delivery of the recommendation, in order to strike the right balance between addressing the issue with the urgency emphasized by the governance report and ensuring that the committee will have enough time to do things right; they settled on January 31, 2020 (in advance of the planned February in-person Board meeting). After a motion by María, seconded by Lisa, the Board approved the resolution.

The Board considered a resolution to revise the Bylaws and committee charters to change the appointment terms for Board officers and committee chairs from one year to three years. The Board discussed the advantages and drawbacks of the proposal. Advantages of longer, three-year renewable terms included that they would enable longer-term thinking, planning, and development without worrying about having to be re-elected every year; that they could enable more continuous feedback to officers and committee chairs regarding their performance rather than just having an annual check in the context of an election; that they create more consistency and continuity for the staff who work with the Board; and that they are more aligned with widespread standards among Boards. Advantages of shorter, one-year renewable terms included that they still allow for the same individuals to be in officer or committee chair positions for more than one year and that they avoided the issue of individuals doing a poor job in a position but still having multiple years left on their terms. Raju joined the meeting toward the end of this discussion. After a motion by Christophe, seconded by María, the Board approved the resolution.

The Board considered a resolution to commission the Board Governance Committee to create an ad hoc committee to prepare recommendations regarding the role of the Board with regard to the relationship between the Foundation and the Wikimedia community. The Board discussed what sort of timeline to set for the work, given its importance, urgency, and complexity. They decided to set a deadline of October 1, 2019 for the creation of an initial project plan, which would include a clear definition of what the committee will produce, who is accountable for getting that done, whose time will be involved in getting it done, and how the work is going to be broken up. The Board then agreed to set a deadline of June 30, 2020 for the completion of the ad hoc committee’s work. After a motion by Christophe, seconded by James, the Board approved the resolution.

The Board discussed the possibility of spending some time during Wikimania in Stockholm doing the work commissioned in the resolutions and having conversations with community members about the work and the issues presented in it.

Raju cast his votes on the resolutions considered prior to his joining the meeting.

The meeting closed at 11:22 AM PDT.