Minutes/2021-01-08

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January 8, 2021

Location: Online

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

Board of Trustees absent: María Sefidari (Chair)

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), Maggie Dennis (Vice President of Community Resilience & Sustainability), Quim Gil (Senior Manager, Community Relations), Matt Thompson (discussion facilitator)


The meeting was called to order at 11:03 AM PST. The Secretary confirmed the presence of a quorum. The Vice Chair welcomed everyone and reviewed the agenda.

Trustee Selection Pathways

Lisa Lewin summarized the work that had happened so far in the Board’s governance reform process, and the goals of that process. Chuck Roslof presented the approach recommended by the Board Governance Committee (BGC), involving starting a community conversation about multiple different options for the selection of community- and affiliate-selected Trustees. The Board discussed the options outlined in the BGC’s recommendation, and voted in a straw poll to indicate their initial support and opposition regarding the different options. None of the options had universal Board support, but none of them had majority opposition either.

The Board discussed potential final modifications or additions to the options prepared by the BGC. The Board approved a proposal to pull out the idea of potentially using quotas to ensure diversity within the Board to be discussed separately from any particular pathway option. The Board did not approve including the status quo as an option in the community discussion.

After a motion by Shani, seconded by Lisa, the Board approved the trustee selection process proposals for community discussion.

Trustee Evaluation Form

Lisa reminded the Board of the context of the Trustee evaluation form, which was included alongside the proposed Bylaws revisions in the October 2020 community discussion. The Board considered but did not approve a proposal to change “Years of Experience” to “Expertise”, with a five-point scale replacing the year ranges.

After a motion by Lisa, seconded by Tanya, the Board approved the Trustee evaluation form.

Executive Session

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