Minutes:2021-09

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Minutes from 2021-09

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September 8, 15, 29; October 4, 13, 2021

Location: Online

Day 1 – September 8

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

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Robyn Arville (Chief Talent and Culture Officer), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Maggie Dennis (Vice President, Community Resilience and Sustainability)

Non-Board members present for a portion of the meeting: Quim Gil (Senior Manager of Movement Strategy and Governance), David Rochford (Lead Program Manager (Anti-Harassment))

The meeting was called to order at 8:02 AM PDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Welcome, Greetings, and Administrative Actions

After a motion made by Esra'a Al-Shafei and seconded by Shani Evenstein Sigalov, the Board unanimously approved the consent agenda.

Discuss the Election Results

Quim Gil, Senior Manager of Movement Strategy and Governance, gave a summary of the 2021 Community Selected Board Seat election process and results. This election cycle had high levels of participation with almost 7,000 votes cast. Participation growth was high in mid-size and smaller projects and staff noted that there were spikes in participation after reminder messages went out to eligible voters. Announcements went out in up to 61 different languages.

The Board acknowledged the significant work of staff and volunteers, and noted that the Board had made requests (such as increasing outreach, using the candidate evaluation form, etc.) which were delivered upon. The Board also acknowledged that this fulfilled the requests per the 2018 - 2020 Movement Strategy recommendations delivered under the Anti Harassment Program. The Board also thanked the developers who made Single Transferable Vote (STV) possible. The Board also recognized and thanked the Elections Committee and the Election Volunteers for their dedication and hard work. Staff will provide a timeline for the 2022 Board elections at the December Board meeting. Staff is also engaged in developing a leadership pipeline.

David Rochford, Lead Program Manager (Anti Harassment Program), joined to answer technical questions about STV. Staff and the Board acknowledged that there are areas for improvement for the next election cycle, including more sample ballots to better explain STV. It seems as though many voters did not vote for more than 4-5 candidates, so many votes were not transferred.

Staff was excused and the Board went into Executive Session.

The meeting was adjourned at 10:15 AM PDT.

Day 2 - September 15

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

Board of Trustees not present: Esra'a Al Shafei (Acting Vice Chair)

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Robyn Arville (Chief Talent and Culture Officer), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Lisa Gruwell (Chief Advancement Officer)

Invited guests: Maryana Iskander, incoming CEO

The meeting was called to order at 8:02 AM Pacific Time. The Secretary confirmed the presence of a quorum.

Welcome, Greetings, and Administrative Actions

Nataliia Tymkiv, Chair, welcomed everyone and reviewed the agenda.

Committee Updates

Nataliia invited each Committee Chair to give a brief update on the work of the last quarter. Tanya Capuano, Audit Committee Chair, noted that last year's 990 was approved at the previous Audit Committee meeting. They also discussed planning for the fiscal year. Over the last year, the Committee also revised the investment policy, covered the key accounting changes resulting from Enterprise, and updated the work the Committee had done on consolidation related to the Endowment. Tanya noted that staff did an impressive job keeping the budget flexible due to COVID and that the Foundation ended up with a very strong fundraising push.

Lisa Lewin, Board Governance Committee Chair, discussed the Trustee Code of Conduct, which was created with the help of Viewcrest Advisors. Before calling for a motion to approve the Code of Conduct, Lisa asked for clarifying questions. After a motion was made by Shani and seconded by Dariusz Jemielniak, the Board unanimously approved the Trustee Code of Conduct. Lisa also noted that part of the committee evolution plan included creating and updating committee charters. Potential updates to other charters will take place in stage 4 of the plan. Part of this stage of the plan included creating an Executive Committee, which is composed of the Chairs of all the committees and the Chair and Vice Chairs of the Board. After a motion made by Shani and seconded by Nat, the Board unanimously approved a resolution to create an Executive Committee and update committee charters.

Dariusz Jemielniak, Human Resources Committee Chair, thanked Raju Narisetti for his work as Chair of the Board Transition Committee, which met weekly for the last several months. The Human Resources Committee will be meeting next on October 5, 2021, to discuss CEO on-boarding, the ombudsperson role, compensation policies, and other topics. Nataliia thanked staff, Raju, Dariusz and Maryana. The Board also thanked Kathleen Yazbak of Viewcrest Advisors for her work with the Committee.

Shani Evenstein, Community Affairs Committee Chair, shared the highlights of the Committee work of the last few months. The Committee has been busy supporting the recent election and Wikimania. Shani thanked the staff, especially Mayur Paul, for their help in preparing the Meet the Board session at Wikimania. The Committee is in touch with many departments working on strategy and working towards the movement charter. The Committee is also working on a proposal regarding the FDC, which will likely be brought to the Board for consideration in December. The Committee is also hosting another open conversation with the community on October 20 and more details will be shared soon.

Amanda Keton provided an update on the Product Committee as both Esra'a Al Shafei, Chair, and Toby Negrin, Chief Product Officer, were not able to attend the meeting. Much of the Committee's work has been to consult and advise on a multi-year product strategy and map out a multi-year approach. The focus is on growing communities while protecting and supporting the core of the communities we have. The Board received two recordings of past meetings covering in-depth presentations on content translation and wikifunctions. Trust and safety initiatives are also being monitored by this committee. The human rights impact assessment and next steps will come to the Product Committee. Trustees noted that this committee should discuss the decline in pageviews and other metrics.

James Heilman, Special Projects Committee Chair, noted that this committee has been working with a staff team to develop onboarding processes for new Trustees. New trustees will be assigned Board Buddies and will participate in a series of educational sessions over the next several months. James thanked the staff for their work on this, which included interviews with current trustees. The Community Development staff team will use this as a way to test some of the ideas they are developing to engage other leaders in the movement, such as a leadership academy.

Shani, Brand Committee Chair, provided a final update on the work of the Brand Committee. The committee has completed its work after meeting with the community advisors in July. Shani thanked staff and the advisors for their work over the last year. The committee will dissolve and future brand work will continue as planned through the staff and Annual Plan. The committee and staff have provided a final version of the Brand Resolution. After a motion was made by Raju Narisetti and seconded by Dariusz Jemelniak, the Board approved an amendment to the Brand Resolution. Following this, Raju Narisetti made a motion which was seconded by Jimmy Wales, and the Board unanimously approved the Brand Resolution.

The Board received brief updates on the committees that Trustees serve on as Liaisons. The Language Committee, for which James Heilman is a Liaison, is potentially going to become a staff-led committee, which would not require a Board liaison. This requires further discussion and planning. The Board also discussed next steps regarding the Funds Dissemination Committee.

Staff was excused and the Board went into Executive Session.

The meeting was adjourned at 08:48 Pacific.

Day 3 - September 29

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

Invited guests: Maryana Iskander, incoming CEO; Victoria Doronina; Rosie Stephenson-Goodknight; Lorenzo Losa

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Robyn Arville (Chief Talent and Culture Officer), Anusha Alikhan (Vice President of Communications); Chuck Roslof (Lead Counsel), Corey Floyd (Vice President, Platform); Margo Lee (Deputy Chief of Staff), Toby Negrin (Chief Product Officer), Lisa Gruwell (Chief Advancement Officer); Tajh Taylor (Vice President, Data Science & Engineering); Matt Thompson (Facilitator)

Invited Staff present: Cameran Ashraf, (Human Rights Lead); Jan Gerlach (Director, Public Policy); Rebecca MacKinnon (Vice President, Global Advocacy)

The meeting was called to order at 8:02 AM Pacific. The Chair welcomed everyone and thanked everyone for joining.

Welcome and Icebreaker Activity

All attendees were invited to briefly introduce themselves. This was the first meeting with the new community-selected Board candidates in attendance. The Board and guests were invited to participate in an icebreaker activity to get to know each other better. Trustees and staff were moved into smaller groups for casual discussion groups.

Operational Updates

Jaime Villagomez, Treasurer and Chief Financial Officer, noted that the Operational Update will start with reflections on the past year and then each Chief-level staff member will present high-level updates. The Foundation began the last fiscal year with uncertainty. Initially, hiring was slowed and project initiatives across teams slowed down. As the organization leadership felt more confident with results, notably around fundraising successes, staff recalibrated ahead of the second half of the year. Staff met hiring targets and were also able to do more grantmaking. Looking deeper in the objectives and key results ("OKRs"), there was a pause on some initiatives and reconsideration due to the Chief Executive Officer ("CEO") transition. The Board thanked the staff for their work throughout the year and noted that the fundraising team did an exceptional job.

Amanda Keton, Secretary and General Counsel, noted that work around Movement Strategy and Thriving Movement continues. The Community Affairs Committee and the Board Governance Committee are deeply involved in how to devolve power and what processes should look like around the movement charter. The Legal Department is also making good progress on work around the Universal Code of Conduct. The public policy team is working with the Free Knowledge Advocacy Group in the European Union ("FKAGEU") around the Digital Services Act. Staff is building out a campaign in partnership with the communications team to make it clear that the Foundation wants real people to contribute to free knowledge projects at scale. The work of the community and the Foundation can be impacted when lawmakers and regulators do not consider community-led models of moderation. The Community Development team has launched Trustee onboarding, which is a testing ground for broader community development, including a potential leadership academy. The department is also following evolving laws around the world and adding legal support in-house and also with outside counsel.

Robyn Arville, Chief of Talent and Culture, described the challenges the Talent and Culture faced over the last year, which included responses to COVID-19, staffing transitions, and organization-wide culture shifts. The team also had major successes, including hiring new staff, reviewing and revising the organization's pay principles, and committing to a multi-year Diversity, Equity, and Inclusion strategy. Robyn also noted that staff are experiencing burn out within the organization. The T&C department is continuing to provide support to staff at all levels and is looking at ways to improve benefits and culture. The Board thanked Robyn and her team for their hard work and agility during a difficult year.

Lisa Gruwell, Chief Advancement Officer, detailed the partnership with TikTok which enables TikTok content creators to link to Wikipedia content, using the Wikipedia W logo. The Board recommends a communications plan around this partnership that includes the privacy concerns that were considered before launching. The team has also launched regional grantmaking committees. The first round of grants will roll out in December 2021 with non-English applications. This structure pushes decision-making closer to where the problems and opportunities are. The committees have already been through five training sessions. The Advancement team met the quarterly fundraising goal in mid-September but the overall environment is more difficult this year than last year, which was not anticipated. Lisa also noted fundraising campaigns are paused in countries and regions that are experiencing crises. The team is also focused on expanding into new regions.

Enterprise Discussion

The board agrees that revenue obtained through commercial activities, including Wikipedia Enterprise, shall not surpass 30 percent of the Wikimedia Foundation's total revenue via all sources in a fiscal year. The Foundation and Wikimedia Enterprise will not seek commercial revenue beyond that 30% limit. This is in line with the advice from the Wikimedia Foundation auditors regarding the IRS limits on commercial revenue earned by public charities. There are no plans to earmark profits from Enterprise for any specific program.

The Foundation is looking to the Gift Policy as a model for Board oversight and transparency for Enterprise revenue. It is Wikimedia Enterprise's operating agreement with the Wikimedia Foundation Board that the Board will be notified of all agreements expected to generate revenue in excess of US$250,000 annually and allow Trustees to raise concerns if necessary. Wikimedia Enterprise will offer the opportunity for its customers to be recognized or remain anonymous similar to the way the Foundation recognizes major donors on benefactors' pages. This is consistent with how the Foundation treats large corporate donations.

The Board had a discussion and decided to release a formal statement on Wikimedia Enterprise.

Human Rights Impact Assessment

Amanda introduced Jan Gerlach, Director, Public Policy, and Cameran Ashraf, Human Rights Lead, and they provided an overview of the recent human rights work the Foundation has done. The Foundation is now a member of the Global Network Initiative. The Foundation underwent a human rights impact assessment to understand how Wikimedia's websites, systems, activities, and processes affect people's rights around the world. The Foundation worked with consultants from Article One to identify salient human rights risks and gaps in mitigation practices, set ambition (i.e. whether to respect or actively promote human rights) and develop a policy on human rights for the Foundation. Key findings show that Wikimedia's free knowledge projects help advance the realization of multiple human rights, including the right to free expression and to impart and access information. At the same time, Wikimedia may be contributing or linked to five categories of human rights risks: harmful content, harassment, government surveillance and censorship; child rights and limitations on knowledge equity. The team has three key recommendations that include developing a standalone Human Rights Policy, developing a governance process to conduct ongoing human rights due diligence, and empowering Foundation staff and the broader community to support respect for human rights. The Human Rights team also recommends that a human rights lens be added to Foundation work and decision-making. Staff also shared case studies, which were illustrative of broad trends. The Board thanked the staff team for their work and noted that Human Rights is a complex issue that the team has handled carefully and thoughtfully. Amanda noted that the Human Rights Policy will be integrated into the work of the Product Committee.

The meeting adjourned at 11:48 AM PDT and the Board went into Executive Session.

Day 4 - October 4

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

Invited guests: Maryana Iskander, incoming CEO; Victoria Doronina; Rosie Stephenson-Goodknight; Lorenzo Losa

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Robyn Arville (Chief Talent and Culture Officer), Anusha Alikhan (Vice President of Communications); Corey Floyd (Vice President, Platform); Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Toby Negrin (Chief Product Officer), Lisa Gruwell (Chief Advancement Officer); Tajh Taylor (Vice President, Data Science & Engineering); Matt Thompson (Facilitator)

Invited Staff present: Mayur Paul (Director of Movement Communications); Lisa McCabe (Senior Manager, Movement Communications)

The meeting was called to order at 8:02 AM Pacific. The Chair welcomed everyone and thanked everyone for joining. The Secretary confirmed the presence of a quorum.

Seat New Trustees

The Board welcomed the newly selected trustees. A motion made by James Heilman and seconded by Esra'a Al Shafei to reappoint Dariusz Jemelniak a term beginning on October 13, 2021, and continuing until November 1, 2024, was unanimously approved. A motion made by Dariusz Jemielniak and seconded by Jimmy Wales to appoint Rosie Stephenson-Goodknight to the Board of Trustees for a term beginning on October 13, 2021, pending the completion of a full background check, and continuing until November 1, 2024, was unanimously approved. A motion made by Shani Evenstein and seconded by Nataliia Tymkiv to appoint Victoria Doronina to the Board of Trustees for a term beginning on October 13, 2021, pending the completion of a full background check, and continuing until November 1, 2024, was unanimously approved. A motion made by Lisa Lewin and seconded by Shani Evenstein to appoint Lorenzo Losa to the Board of Trustees for a term beginning on October 13, 2021, pending the completion of a full background check, and continuing until November 1, 2024, was unanimously approved.

Operational Updates

Anusha Alikhan, Vice President of Communications, continued the Operational Update and provided a high level review of the work the Communications Department has completed in the last year. The Communications Department has grown in the last year with new hires intended to expand regional focus. Anusha noted that the team has focused on developing a Brand Health Tracker, which will provide baseline value of brand perceptions in a number of countries. The team has also completed an audience insights study that examined perceptions of Black, Hispanic, Asian Americans and LGBTQ+ people in the US further broken down by gender. The team will expand this exploration to India, Brazil and Nigeria, taking into account their unique context. The Board thanked Anusha and the Communications Department for their work, especially during a leadership transition.

Toby Negrin, Chief Product Officer, provided an update on the work in the Product Department over the last year. The desktop refresh made editing easier, increased readability and offered new language switching capabilities. The Growing Readership projects focused on adding new content structures, form factors, localized content, and support for key influencers to substantially extend product experiences in order to grow readership worldwide. The global market research concluded at the end of 2020 greatly improved understanding of the audiences the Foundation serves globally. The same research has also provided additional insight on brand awareness amongst opportunity markets which provides opportunities to further expand our brand tracking measurements.

Corey Floyd, Vice President, Platform, and Tajh Taylor, Vice President, Data Science and Engineering, provided an update on the work of the Technology Department over the last year which included work on content integrity, disinformation, and front line defenses. For example, the Technology Department built a misinformation model and dataset, began rebuilding the machine learning platform, and provided disinformation support around the US presidential election. The Board raised questions on how data is collected, privacy of users, and how to integrate information into other Foundation-wide work.

Movement Communications

As part of onboarding new Trustees, the full Board was invited to attend an interactive and informational session on the work of the Movement Communications department. The session was led by Mayur Paul, Director of Movement Communications, and Lisa McCabe, Senior Manager, Movement Communications.

The meeting adjourned at 10:58 AM Pacific and the Board went into Executive Session.

Day 5 - October 13

Board of Trustees present: Nataliia Tymkiv (Acting Chair), Shani Evenstein Sigalov (Acting Vice Chair), Esra'a Al Shafei (Acting Vice Chair), James Heilman, Dariusz Jemielniak, Lisa Lewin, Lorenzo Losa, Rosie Stephenson-Goodknight; Jimmy Wales

Board of Trustees not present: Raju Narisetti, Tanya Capuano, Victoria Doronina

Invited guests: Maryana Iskander, incoming CEO

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Margo Lee (Deputy Chief of Staff)

Invited Staff present: Stephen LaPorte (Executive Session only)

The meeting was called to order at 8:33 AM Pacific. The Chair welcomed everyone and thanked everyone for joining. The Secretary confirmed the presence of a quorum. Nataliia reviewed the meeting agenda and noted that committees will be working on setting priorities for 2022.

Board Officers and Committee Membership, 2021

The Board reviewed the proposed Board Officers and Committee Membership structure. After a motion made by Jimmy Wales and seconded by Lisa Lewin, the Board unanimously approved the Board Officers and Committee Membership, 2021 resolution.

The meeting adjourned at 8:39 AM Pacific and the Board went into Executive Session.