Minutes/2020-02

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Wikimedia Foundation Board Minutes

February 12 & 13, 2020

Location: St. Helena, California, USA

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

Non-Board members present: Katherine Maher (Executive Director), Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Ryan Merkley (Chief of Staff), Chuck Roslof (Sr. Legal Counsel)

Non-Board members present for a portion of the meeting: Robyn Arville (Chief Talent & Culture Officer), Janeen Uzzell (Chief Operating Officer), Heather Walls (Chief Creative Officer), Mehrdad Pourzaki (Information and Knowledge Manager, Movement Strategy), Bob Gower (discussion facilitator), Matt Thompson (discussion facilitator), Kathleen Yazbak (President, Viewcrest Advisors)

Day One – February 12

The meeting was called to order at 9:09 AM PST. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Operations Review

Robyn Arville, Janeen Uzzell, and Heather Walls were present for this portion of the meeting.

Katherine provided an update on Foundation operations through Q2 of the fiscal year, including reporting on progress in the Foundation’s Medium-Term Plan priority areas on product, financial, and personnel metrics.

Katherine highlighted some challenges to Wikidata development progress and some dissatisfaction with the metrics used to measure progress on global advocacy. She also updated the Board on some structural changes to the Technology department, with focuses on data science and security, and she presented high-level results from recent personnel surveys (inclusion and engagement).

Heather presented on the movement branding project and community discussions about branding. Katherine presented a plan to develop a proposal for an Abstract Wikipedia project, to be included in the annual plan for the next FY, and she provided updates on the lifting of the block of Wikipedia in Turkey and on public policy action in response to a proposed intermediary liability law in India.

Movement Strategy Recommendations

Mehrdad Pourzaki and Matt Thompson were present for this portion of the meeting.

Katherine and Ryan summarized the work that has gone into the movement strategy process, including all of the strategy conversations within and among Wikimedia communities all over the world, all leading to the recommendations shared with the Board and shared on Meta.

The Board discussed their overall impressions of the work. They recognized the importance of this work for the movement, and the singular achievement of such a large, distributed, open strategy process. The discussion acknowledged that, while a process of this nature may have some shortcomings, such shortcomings were balanced by the comprehensive and inclusive nature of the approach.  

The Board discussed the guiding principles that accompany the recommendations, and whether these principles were meant to guide the movement as a whole or the recommendations more narrowly.

The Board moved on to discuss areas of improvement they would wish to see in the final recommendations. One area singled out for notice was the lack of emphasis on public policy advocacy.

The Board completed an exercise for group evaluation of the recommendations. Trustees placed green sticky notes on recommendations they supported, yellow on ones supported in principle but needing further information, and were offered the opportunity to place  red notes on recommendations for which they had significant concerns.

Following the exercise, the Board discovered that they did not have objections to any specific recommendations, but did have questions or concerns about implementation of individual recommendations. The Board changed all preliminary red notes to yellow.

The Board discussed the recommendation to create a global governance council for the movement, and the importance of framing the idea well. Trustees expressed support for the idea (it would fill gaps of authority and governance that are not covered by existing bodies, and it would take some movement-related authority and decision making out of the Board of Trustees), but had concerns about scope and effectiveness of the body (e.g., a  100 person body), timing relative to the creation of a movement charter, and role relative to the Foundation (the Board cannot legally delegate certain key fiscal and fiduciary duties as well as governance responsibilities, and cannot subjugate its duties to the Foundation to the will of another body).

The Board discussed the recommendation to create a universal code of conduct for the Wikimedia projects. The Board expressed its unanimous support for the recommendation.

The Board completed an exercise of prioritizing recommendations and initiatives to discuss further. They split into three groups to discuss the highest-priority issues: public policy and brand awareness, movement leadership, and movement structures. Each group developed a set of requests, questions, and proposals to provide as feedback to the movement strategy writers group.

Finally, the Board agreed to a timeline for next steps.

Executive Session

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

Day Two – February 13

Board Development

Bob Gower was present for this portion of the meeting.

Board Expansion

Lisa summarized the Board’s ongoing efforts around governance reform. This included the Board Governance Committee’s development of a proposal to expand the size of the Board, a (non-exhaustive) of different possible trustee selection pathways for the Board to discuss, and a plan to co-create a set of guidelines for Board behavior and discuss the relationship between the Board and Foundation staff.

The Board discussed the BGC’s proposal to increase the size of the Board to up to 16 seats. The BGC explained that although having an odd number of seats would be preferable, the number 16 was a compromise regarding the balance of community-nominated and Board-sourced seats. Trustees discussed the challenges of increasing the size of the Board by 60%, and expressed desires to have staged implementation of the change and to accompany the increase with strengthened onboarding processes.

After a motion by Tanya, seconded by Raju, the Board approved a resolution to increase the size of the Board, pending a more detailed implementation plan from the BGC.

Trustee Selection Pathways

The BGC next asked the Board for guidance on different potential processes for the selection of community-sourced trustees. The Board discussed advantages and disadvantages of existing and potential new processes (including selection via a newly-created electoral committee, selection via prior certification, selection by open nomination, selection from a global movement council and selection as guided by a breakdown of how trustee selection processes differ).

Trustees suggested potential alternatives and variations to the current selection processes, with the goal of striking the right balance between a process that empowers the community and a process that selects trustees that meet the Board’s needs in terms of skills, expertise, and diversity.

The Board and Secretary discussed the misunderstanding that results from the use of the term “election” when applied to community-nominated trustee selections. The term implies a direct pathway to a Board. Despite the current commonly-used vernacular, the legal and fiduciary duties of the Board of Trustees require the seated Trustees to independently assess and appoint all candidates. This includes successful completion of a background check, as well as Board evaluation of each candidate’s character and discretion as well as relevant skills, experience, and commitment to uphold key fiduciary duties.

Trustee Behavior Expectations & Board-Staff Relationship

Robyn Arville and Matt Thompson were present for this portion of the meeting.

María framed the discussion by reminding the Board of the governance review’s recommendation that the Board set clear expectations for the behavior of trustees. Lisa elaborated that clear expectations (1) make explicit the expectations for good Trustee behavior, which is particularly important given the heterogeneity of trustees’ pathways to the Board; and (2) create mechanisms for dealing with potential scenarios in which a Trustee might be found to be acting in bad faith.

Facilitator Bob Gower presented an overview of tensions and dysfunctions common to governing boards. Amanda presented a review of Wikimedia Foundation trustees’ fiduciary duties and obligations as members of the Board, as well as reiterating the responsibility of the Board to engage in governance and oversight of the Foundation, versus management and operations as the responsibility of Foundation staff.

Trustees voted in a poll to identify areas of potential dysfunction within the Wikimedia Foundation Board. The Foundation’s executive team was asked to take the same poll. The results of both polls were presented to the Board for comparison. Lisa explained that, similar to the previous discussion, the results of the poll and the Board’s discussion of the results would inform the BGC’s development of written trustee behavior guidelines.

Trustees each described what could help the Board do its best work together, followed by a round of sharing what they want or need from the people in the room in order to move forward with clarity and confidence.

The Board and staff split into four groups to draft proposals for rules of Trustee behavior related to the areas of dysfunction identified by the earlier polls. A fifth group convened to work on developing a revised and renewed version of the Board’s 2016 community health mandate. The four groups drafted potential written rules to guide Trustee behavior and encourage improved Board performance. The groups shared their drafts with the Board for clarifying questions, then sent them to the BGC for consideration and drafting.

HR Committee

Kathleen Yazbak joined for this portion of the meeting.

Dariusz provided an update to the Board on the work of the HR Committee, which has focused on four priorities: (1) setting goals for the CEO, (2) drafting a revised employment contract for Katherine, (3) reviewing the results of the recent staff engagement survey, and (4) working with Kathleen Yazbak to create a standing succession plan for the CEO role.

Kathleen led the Board in discussing a draft job description and a draft succession framework for the CEO role, which had been shared with Katherine and the Board for review prior to the meeting. The Board expressed approval of the job description. The Board and Katherine provided feedback on the succession framework, including the questions that the Board should ask about the CEO role every year, what the true “must have” qualifications for the role are, and how to weigh other desired but non-essential competencies for the role.

Audit Committee

Tanya provided an update to the Board on the work of the Audit Committee, including that the Foundation’s financial management is on track, that risk management work is ongoing and expanding, and that the Foundation adopted new software for managing expenses.

Special Projects Committee

James provided an update to the Board on the work of the Special Projects Committee, which has focused on developing a recommended update to the Foundation’s policy for deciding whether to accept large gifts. He explained that the committee is in the middle of its project, that it has sought out other organizations’ policies for comparison, and that it will be working closely with fundraising staff to develop its recommendation.

WikiJournal

James brought before the Board a request from the WikiJournal community, currently operating within Wikiversity, that it be recognized as a full, independent Wikimedia project. James provided information about the project and its scope so far. The Board concluded that the proposal was not ready for Board discussion, and requested the proposal be sent to staff to evaluate prior to review in one of the Board committees.

Product Committee

Esra'a proposed the creation of a new Board committee, the Product Committee,  that would work with the Chief Product Officer and the Product department to provide support and advice.

After a motion by Raju, seconded by María, the Board approved a resolution creating the Product Committee and establishing its charter.

Board Business

After a motion by María, seconded by Lisa, the Board approved the minutes from its December 5, 2019 meeting.

María requested approval from the Board for her to take a leave of absence from the Board from March 2, 2020 to July 2, 2020, in preparation for her upcoming maternity. As Vice Chair, Nataliia would perform the duties of the Chair in María’s absence. Esra'a offered to support Nataliia as acting Vice Chair as needed. The Board raised no objections.

Executive Session

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