Minutes:2016-04-22
 | These are official minutes from a meeting of the Wikimedia Foundation Board of Trustees. Please note that in the event of any differences in meaning or interpretation between the original English version of this content and a translation, the original English version takes precedence. |
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- Wikimedia Foundation Board Minutes - April 22, 2016
- Location: Berlin, Germany and web conference (Google Hangout)
- Board of Trustees present: Patricio Lorente (Chair), Kelly Battles, Frieda Brioschi, Dariusz Jemielniak, Guy Kawasaki, María Sefidari, Jimmy Wales.
- Non-Board members present: Katherine Maher (Interim Executive Director), Geoff Brigham (Secretary and General Counsel), Jaime Villagomez (Treasurer and Chief Finance Officer, joining by Google Hangout), Stephen LaPorte (Legal Counsel),
- Non-Board members present for a portion of the meeting: Lisa Gruwell (Chief Advancement Officer and member of Executive Director Search Steering Committee), Katie Horn (Director of Engineering (Fundraising) and member of Executive Director Search Steering Committee), Kathleen Yazbak (supporting the Executive Director search)
Patricio called to order a meeting of the Board of Trustees at 9:50 AM. Stephen confirmed that a quorum was present at the start of the meeting.
Housekeeping
- The Board voted to approve the minutes from the March 21, after a motion by Patricio seconded by María
- The Board approved the Code of Conduct, after a motion by Jimmy seconded by Patricio.
- The Board approved the Confidentiality Agreement, after a motion by Frieda seconded by Jimmy.
- Stephen reviewed a change to the Board Handbook's onboarding protocol, including training options for new Board members.
Committee Updates
Governance Committee
Dariusz provided an update on the Governance Committee's recent discussions around the Board's needs for the expert seats, the process for the community seats, possible options for training for new Board members, and updates to the advisory board.
Audit Committee
Kelly provided an update on the Audit Committee. The committee is in the process of interviewing audit firms and candidates for the volunteer positions on the committee. At their April 26 meeting, the Audit Committee will review the 2014 Form 990 and review the plans for the endowment.
Affiliates Committee
María provided an update from the Affiliations Committee meeting. The Affiliations Committee is discussing chapter compliance and governance, as well as the process for future chapter applicants.
Funds Dissemination Committee (FDC)
Dariusz explained the purpose of the Funds Dissemination Committee's upcoming meeting in Warsaw in May, and mentioned the feedback for the Wikimedia Foundation from the last round in the committee.
Filling open Board seats
The Board currently has two open seats. The Governance Committee had discussed the necessary profile and skills for the open Board-appointed seat, as well as the proper process for the open community-selected seat. The Board discussed some of the possible processes for filling the open community seat, such as appointing the next candidate in line from the 2015 election, holding a new election in the fall, or waiting until the next scheduled election in summer 2017. The Board also discussed potential areas for improvement in future elections, like translation support and support for diverse candidates. Before deciding on how to proceed, the Board decided to consult with the members of the 2015 Election Committee for guidance.
The Board discussed a possible revision to the way members are selected, proposed by Dariusz. The Board selection process should provide an opportunity for community input, and also ensure that Board candidates have necessary expertise. The current selection processes are difficult for candidates, have trouble ensuring wide participation from the Wikimedia community, and are missing an opportunity for long-term leadership development for potential future candidates. The Board also discussed the complexity of revising the current system and the need to ensure the Board can recruit high quality candidates.
The Governance Committee will continue to consider ways of improving the Board selection processes.
The Board discussed the candidate profile for the open Board-appointed seat. The Board asked the Governance Committee and Katherine to develop the profile for the seat.
Endowment discussion
Lisa and Kathleen Yazbak joined at this point in the meeting.
Lisa reviewed some of the previous discussions around the endowment. The Board had discussed the purpose and role of the endowment, and then approved the first steps with a resolution in December.
The Board approved Annette Campbell-White as a candidate for the endowment advisory board, after a motion by Patricio, seconded by Jimmy.
The Board discussed the general role of the operating guidelines for the endowment. Board members had questions about how the endowment is setup to provide some independence with assurances that it will be appropriately used to support the Wikimedia Foundation. The Audit Committee will discuss the endowment operating guidelines in more detail.
Executive Director search
Katie joined at this point in the meeting. Katherine excused herself for this portion of the meeting.
The Executive Director Search Steering Group is considering working with Kathleen to support the search process. Kathleen described her philosophy on gathering stakeholder and community input, as well as expectations around the Executive Director search timeline and process.
The Board approved a resolution establishing the Executive Director Search Steering Committee, after a motion by Jimmy, seconded by Patricio.
Lisa, Kathleen, and Katie were excused at this point in the meeting, and Katherine rejoined.
Operational Updates
- Presentation: Interim Executive Director Report.
Katherine provided an update on the Wikimedia Foundation's regular operations, transitional priorities, annual plan, and strategy. This year, revenue is ahead of schedule. The budget variance has to do with vacancies in staffing, and it is anticipated that some of the revenue and budget variance will be made up next quarter. The reserve is currently healthy.
There is some seasonality in our reading and editing metrics. We changed our metrics last year, and currently do not have the ability to report year over year using consistent metrics. We expect this to begin in the coming year.
Katherine presented the recent iOS update, the harassment survey, other community initiatives, the Wikipedia 15 birthday celebration, continuing the search and discovery work, and the introduction of unique device measurement. Katherine presented an update on the Foundation's efforts against the transitional priorities, including recruiting and addressing critical engagement survey result. Katherine described a timeline for executive recruiting, and initiatives for strengthening performance, leadership, and transparency. The Board discussed some of these topics, and asked to hear an update on human resources at the June meeting.
Katherine provided an update on the strategy, along three pillars: reach, community, and knowledge. The strategy is designed to anchor the development of the annual plan in the next 18-24 months. The Board discussed the importance of trust for the Wikimedia projects.
Katherine presented the current draft of the Wikimedia Foundation annual plan. The annual plan includes strategic programs around specific goals linked with the strategy, as well as investments in core infrastructure. One goal is to ensure the organization is strong for the permanent Executive Director. Some of these initiatives include the new readers project, a community peer leadership academy, and improved tooling and services for the contributors.
Legal presentation
As General Counsel, Geoff reviewed some legal issues with the Board. This presentation was presented confidentially under the attorney-client privilege. The Board thanked Geoff for the presentation.
At the conclusion of this portion, Frieda excused herself from the meeting.
Executive Session
Geoff, Katherine, and Jaime were excused at this point in the meeting. The Board held a confidential executive session. At the conclusion of the executive session, the meeting closed.