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Minutes from 2011-03-25

The Wikimedia Foundation Board of Trustees Meeting Minutes
March 25–26, 2011
Heinrich Böll Stiftung, Berlin, Germany

Prepared by: James Owen, Executive Assistant & Board Liaison

Call to Order:

The Board of Trustees of the Wikimedia Foundation met for its regularly scheduled meeting on Friday, March 25, 2011, at 09:30 CET at the Heinrich Böll Stiftung in Berlin, Germany.

Trustees present were:

Ting Chen - Chair of the Board of Trustees
Stu West - Vice Chair and Treasurer of the Board of Trustees
Samuel Klein - Executive Secretary of the Board of Trustees
Jimmy Wales - Founder/Trustee (present via Skype, for only the Board Governance and Editor Trends discussions)
Jan-Bart de Vreede - Trustee
Kat Walsh - Trustee
Arne Klempert - Trustee
Matt Halprin - Trustee
Bishakha Datta - Trustee
Phoebe Ayers - Trustee

Others present for all or part of the meeting:

Sue Gardner- Wikimedia Foundation Executive Director
Erik Möller- Wikimedia Foundation Deputy Director
Zack Exley- Wikimedia Foundation Chief Community Officer
Jon Huggett- Consultant for the Movement Roles Project
Austin Hair- Chapters Committee Representative
James Owen- Wikimedia Foundation Executive Assistant & Board Liaison

A quorum having been determined, the meeting was called to order at 09:35 by Ting, who presided over the meeting.

Welcome & Housekeeping Items

Ting formally welcomed the Board to Berlin and provided a brief outline of the meeting agenda. Samuel noted the October 2010 meeting minutes were approved during the February 22, 2011 Board IRC meeting. No additional housekeeping items were addressed.

Personal Activities Update

Each Board member took 5 minutes to share their personal and Wikimedia related work updates from the past months.

Audit Committee Update

Stu gave the Board an update on the Foundation's Form 990 tax return and filing status, which trustees were provided for review. Stu reminded the Board that they are no longer required to approve the 990, as approval authority has been delegated by the Board to the Audit committee. However a March 25 deadline was set to address any concerns regarding the filing before it is submitted to the Internal Revenue Service.

Stu noted the Compensation Committee's work to review compensation for key Foundation staff, including last year's Senior Executive Compensation Study. The Board approved the minutes from the Executive Session in October, which included the HR Committee's annual compensation review. These minutes are kept as private records.

The Board discussed ways to make these human resource processes more visible, and to help chapters in Human Resource skills development. While the Board and Foundation cannot provide a single resource for all Chapters due to different national legal standards and contexts, it was noted that many key principles still apply. The Board agreed to continue discussion online of ways to share HR experience with Chapters.

Stu noted the latest update from Barry and Moushira on the status of and compliance with Chapters agreements, and on behalf of AuditCom was glad to see this improvement in reporting on progress. To streamline the compliance and reporting process, Stu suggested a single page on Meta-Wiki to track Chapters reporting. Samuel agreed to work with Stu and Foundation staff to update such a page.

Lastly, Stu noted that the 2010-2011 Audit Committee had concluded its work, and he would soon post a call to the Wikimedia community for additional volunteers with financial background to join the committee for the coming year.

Movement Roles

Arne introduced Jon Huggett, the movement roles project consultant. Jon provided the Board with an outline of the recent work of the project. Jon explained the group had expanded to 17 active members and represented a mix of chapter and non-chapter participants. Jon noted that there had been less participation from the Wikimedia community in the discussion than expected so far, and that broader participation was needed to reflect more than just the views of the Foundation and current Chapters. He expressed hope that the group could draft and facilitate consensus on a movement Charter by August.

A recess was called so the trustees could attend a session next door at the Wikimedia Conference dedicated to movement roles. The working group presented some of its recent work to the Chapters representatives. This presentation included two suggested new models for affiliate groups: informal Associations and thematic Partner Organizations.

The Board resumed its session, to discuss next steps for the working group. Arne announced his resignation as chair of the group but committed to remain active in the project as a participant, and nominated Samuel as chair. The Board thanked Arne for his commitment and approved Samuel as the group chair effective April 1.

Samuel committed to sharing a list of target outcomes of the group. He outlined a timeline for the project going forward, suggesting a draft version of the charter to be posted and available by July, providing time for community feedback and revisions prior to Wikimania.

Discussion moved to the priorities of different Chapters, the evolution of sub-national and national Chapters, and the possible divisions of approval and responsibility in a clarified movement framework. Chapter obligations related to fundraising were discussed, including better ways to help chapters that had not met recent obligations. The Board agreed to continue these discussions on the Board mailing list and wiki.

Board Governance

Matt provided the Board with a brief update from the Board Governance Committee. Following the discussion about Board observers from the February IRC meeting, Matt proposed a draft resolution to offer observer or visitor status to individuals or organizations that have supported the Foundation significantly, and have relevant expertise to share. The trustees discussed pros and cons in detail, including how to define support and expertise, and how to benefit from being more open to outsiders without becoming less candid with one another.

Matt was asked to modify the resolution to focus on visitors who could be invited to one meeting over the course of a year, proposed as a test for one year after which the policy would be reviewed. The Board agreed to continue this discussion online, with the intention to review a revised resolution shortly.

Each trustee also shared some of their personal results from the trustee evaluation process conducted in late 2010. Trustees unanimously agreed the process was helpful to them individually, and had already helped the Board as a whole work more effectively together. The BGC was asked to make this an annual process.

Editor Trends Study

Erik Möller and Zack Exley joined briefly to present the recent Editor Trends Study and answer questions about it. Trustees shared their reactions to the data from the study, and discussed possible actions to engage and support the Wikimedia community in improving editor recruitment and satisfaction. Current data and metrics, and efforts to improve them, were addressed.

Sue and the Board agreed that this was the most important challenge facing the Foundation and the communities this year. The Board resolved to draft a resolution over the next two weeks, urging the Wikimedia community and key stakeholders to prioritize editor retention, and directing Sue to make this a top priority for the Foundation. This was framed as part of getting the diverse communities behind such an effort, and finding respected community leaders to help amplify and realize the message.

A short IRC meeting was scheduled for April 7 to conclude that work.

Chapters Committee Update

The Board welcomed Austin Hair, acting chair of the Chapters Committee, who provided an update from the Committee. Austin reviewed the current state and activities of the committee, including supporting emerging Chapters and providing recommendations to recognize new Chapters once they have gotten off to a good start.

Austin noted that providing support after a Chapter is recognized and starts to grow is not the key focus and area of expertise of the committee. The Board discussed how to best review and support the work of existing chapters, and whether this was something ChapCom or a new Committee should take on. The Movement Roles group was asked to develop recommendations for the support of Chapters as part of their overall movement assessment.

Controversial Content

Phoebe, as Chair for the Controversial Content working group, presented a report from the group which had been shared before the meeting, summarizing the current state of their work. She highlighted key points from that report, including summary suggestions based lightly on the Harris report, received in October 2010.

The document was reviewed and discussed at length, including its suggestions about respecting personality rights, image categorization, and a proposed personal image filter. The personal image filter idea was discussed at length, as the most complex proposed outcome of the working group. Phoebe noted that a potential design had already been outlined. The discussion addressed how such an option might be developed with the community, implemented, and presented to readers. It was noted that such details would not be part of a proposed resolution, which would address the principles behind enabling such an option.

The Board asked the Controversial Content working group to incorporate feedback from the Board and to propose a pair of resolutions, one addressing personality rights and one presenting the other conclusions of the group.

Election Update

Jan-Bart recapped the history of the community Board elections and provided data from previous campaigns.

The Board discussed nomination criteria for candidate eligibility, and criteria for voting, and agreed that these criteria should be lessened to make the process more inclusive and representative, and to recognize the contributions of developers. The discussion raised the possibility of allowing active donors and readers who were not active editors to vote in the community elections. Jan-Bart was asked to convey these ideas to the Election Committee, and to ask them to consider ways to expand suffrage in this and future elections.

Strategy Process

The Board discussed the Foundation's 5-year strategy plan and the follow-up process for revisiting the strategy and ensuring the execution of the plan. The next 5-year plan, if trends are continuous, would begin 2-3 years after the current one started. The Strategy wiki continues to be an open space for tracking proposals and ideas, but it was noted that it is not always clear to the participants who is supposed to act on the best or most popular proposals.

Samuel proposed a strategy subcommittee to evaluate implementation of the Plan. However, this was considered to be a job for the entire Board, so this was not acted on. Some concerns were raised about getting better metrics, and it was noted that metrics for tracking effectiveness of the plan should be requested through Sue.

South Africa Chapter Approval

Samuel asked the Board to review and expedite a vote on the resolution to recognize Wikimedia South Africa as a Chapter.

The resolution was approved unanimously: Resolution:Recognition of Wikimedia South Africa

Executive Session

During each Board meeting, as general good practice, the Board holds an executive session without the Executive Director and her assistant. This meeting was no exception.