Minutes/2020-12-09

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December 9, 2020

Location: Online

Board of Trustees present: María Sefidari (Chair), Nataliia Tymkiv (Vice Chair), Esra'a Al Shafei, Tanya Capuano, James Heilman, Dariusz Jemielniak, Lisa Lewin, Raju Narisetti, Shani Evenstein Sigalov, 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 (Lead Counsel), Robyn Arville (Chief Talent & Culture Officer), Maggie Dennis (Vice President of Community Resilience & Sustainability), Quim Gil (Senior Manager, Community Relations), Lisa Gruwell (Chief Advancement Officer), Heather Walls (Chief Creative Officer)

Non-Board members present for a portion of the meeting: Grant Ingersoll (Chief Technology Officer), Zack McCune (Director (Brand)), Khanyi Mpumlwana (Creative Director), Toby Negrin (Chief Product Officer), Matt Thompson (discussion facilitator), Janeen Uzzell (Chief Operating Officer)


The meeting was called to order at 8:03 AM PST. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Wikipedia 20

Grant Ingersoll, Zack McCune, Khanyi Mpumlwana, Toby Negrin, and Janeen Uzzell were present at the beginning of the meeting.

Khanyi Mpumlwana presented the plans for Wikipedia’s 20th birthday in January 2021, including holding a virtual birthday celebration on January 15, developing a remixable branding scheme, supporting community celebrations with grants, seeking press coverage, promoting the birthday on social media, and releasing merchandise.

Zack McCune and Khanyi Mpumlwana left at the end of this portion of the meeting.

Operational & Programmatic Updates

Katherine presented highlights from the Foundation’s work and its reactions to global events throughout 2020. Lisa Gruwell presented an update on the Foundation’s fundraising: despite uncertainty stemming from the major events of 2020, particularly the COVID-19 pandemic and the US election, donation numbers were very close to the previous year. The Foundation launched a donation match partnership with Plant Your Change to plant 400,000 trees during the English-language banner campaign. Lisa also provided an update on the Okapi project, which has successfully built an alpha and is planning to have contracts signed with two paying customers by the end of the fiscal year.

Universal Code of Conduct

Maggie Dennis summarized the work that had gone into phase 1 of the Universal Code of Conduct initiative.

After a motion by María, seconded by Tanya, the Board approved the Universal Code of Conduct.

Amanda reviewed the next steps in phase 2 of the initiative, which involve local language consultations and coordinating with affiliates and other groups.

Grant Ingersoll, Toby Negrin, and Janeen Uzzell left at the end of this portion of the meeting.

Board Governance

Committee Restructure

Esra'a presented a proposal to update the Board’s committee structure, with the goal of operationalizing more Board work within committees and creating more regular, clear processes to allow the Board to work effectively, efficiently, and sustainably as it expands to 16 members. The trustees shared their reactions to the proposal; they expressed broad approval of the effort and its direction, but with some remaining concerns and requested amendments. The Board discussed potentially approving part of the proposal, such as the creation of a Community Committee, but some trustees had not received the proposal document prior to the meeting so all decisions were postponed until a future date.

Bylaws Update

Lisa reminded the Board of the context for the proposed Bylaws revisions, including the risk of being out of compliance with the Bylaws if they are not amended by the end of 2020 and the need to finalize the Bylaws revisions in order to move forward to the conversation about community trustee selection. Trustees shared their reactions to the Bylaws amendments, and they proposed several amendments. The Board discussed and approved amendments (A) to clarify that affiliates are included in the selection of community trustees, (B) to specify when trustees’ resignation from other paid and governance roles in the Wikimedia movement must occur, (C) to allow for the possibility of having two Vice Chairs, (D) to change the term “sourced” to “selected”, and (E) to add a provision about the overall Board composition.

After a motion by Jimmy, seconded by Raju, the Board approved amendments to the Bylaws.

Additional Business

The Chair decided to schedule a follow-up meeting in January to complete agenda items that the Board ran out of time to discuss during this meeting.

After a motion by María, seconded by Nataliia, the Board approved the consent agenda for this meeting, consisting of the following resolutions:

Executive Session

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