Minutes/2021-04-15

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April 15, 2021

Location: Online

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

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Quim Gil (Manager, Community Engagement), Maggie Dennis (Vice President, Legal Affairs), Margo Lee (Deputy Chief of Staff), Chuck Roslof (Lead Counsel), Lisa Anne Thompson (CEO & Founder, Board Veritas), Matt Thompson (Facilitator),

Board members not in attendance: Tanya Capuano

The meeting was called to order at 11:02 AM EDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Welcome, Greetings, and Administrative Actions

After a motion called by María and seconded by Lisa, the Board unanimously approved the February 2021 Board meeting minutes.

Working Session: Discuss and approve the Community Trustee Selection Proposal.

Lisa Lewin, Board Governance Committee Chair, gave a brief reminder of the three pillars of the Community Trustee Selection proposal:

  • Diversity. Selecting candidates who represent the full diversity of the Wikimedia movement, rather than favoring candidates from the largest language communities and from North America and Europe;
  • Skills & experience. Selecting candidates who have the skills and experience to perform well on the Board of a complex global organization, in addition to their community expertise; and
  • Reducing burden. Reducing the burden of candidacy, in order to encourage a wider and more diverse range of candidates to run.

Lisa introduced Chuck Roslof, who gave a detailed presentation on the five seat selection options. The Board had the opportunity to ask clarifying questions and then completed a series of non-binding straw polls to determine which option would be selected. After discussion, the Board agreed that Option 4, detailed below, is the final selection:

  • There are six seats to potentially be filled in the 2021 round of trustee selection. Three of these seats are ones that were originally meant to be filled in 2020. In order to obtain a better, though not optimal, distribution of the eight community- and affiliate-selected Board seats across three years (4/4/0), the 2021 process will only be used to select four trustees. The other two open seats will be filled in 2022 alongside the other two community- and affiliate-selected trustee terms that are set to expire that year. Depending on the results of the 2021 round, the Board reserves the right to experiment with one of the two new seats in 2022.

Shani Evenstein made a motion and was seconded by Lisa Lewin to approve the proposed selection process for the 2021 round of selecting community- and affiliate-selected Trustees.

Voting Software Update

Amanda Keton provided a status update on the voting software to be used in the upcoming election. In order to implement a single transferable vote (STV) system, the product team requires further time and development. The product team is exploring options with a deadline of August 31. The Elections Committee makes the decision about the voting software but the Board would have to approve an official delay in the timeline. Amanda will provide updates to the Board as they are available.

The meeting adjourned at 12:41 EDT.

Resolutions