Minutes:2017-02-24

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Minutes from 2017-02-24

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Wikimedia Foundation Board minutes

• Location: San Francisco, CA, and online (via Google Hangout)
• Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles, Dariusz Jemielniak, Nataliia Tymkiv, Jimmy Wales, Alice Wiegand
• Non-Board members present: Katherine Maher (Executive Director), Michelle Paulson (Interim General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Anna Stillwell (Chargée d'Affaires), Stephen LaPorte (Interim Secretary; Senior Legal Counsel)

February 24, 2017

The meeting was called to order at 9:00 AM Pacific. Stephen called roll and confirmed that quorum was present. Christophe, María, Kelly, Dariusz, Nataliia, Alice, and Jimmy joined remotely. Katherine, Michelle, Jaime, Anna, and Stephen were also present in San Francisco.

Strategy

Katherine provided a recap of the strategy process so far. The Foundation is approaching the halfway point for the fiscal year, and it is looking at its progress against the strategic priorities (reach, community, and knowledge) and the 2016-2017 annual plan goals. At the March 2017 meeting of the Board of Trustees in Berlin, there will be more workshops on strategy. There are four main goals for this process. First, identify a direction that aligns the movement. Second, build trust, goodwill, and alignment for the Wikimedia movement. Third, build a better shared understanding of the people involved, moving beyond anecdotal experience. Fourth, build strong relationships within the movement.

Katherine reviewed the proposed timeline from December through March.

The team is working with Williamsworks, a firm that has experience working to build consensus from different constituencies. The team also includes some Foundation staff members, with guidance from a community steering committee. The process will include facilitation by community liaisons, and multiple forms of participation, including individual contributors, organized groups, conference attendees, project communities, and functionaries. Wikimedia also serves people beyond those who are currently involved in the Wikimedia movement, and an effort will be made to consider their needs and aspirations for Wikimedia as part of the strategy process.

The strategy process has four tracks built around audiences:

• Track A will be led by Nicole Ebber, and focus on organized groups in the Wikimedia movement.
• Track B will be led by Jaime Anstee, and will focus on individual contributors in the Wikimedia movement.
• Track C will be led by Juliet Barbara and Caitlin Virtue, and will focus on new and existing readers, partners, and experts in current high-reach markets.
• Track D will be led by Adele Vrana, supported by the Global Reach team, and will focus on new and existing readers, partners, and experts in current low-reach markets.

The Wikimedia Conference will be a major discussion point for the strategy process.

Board members discussed the important value of having community liaisons with diverse language skills, as well as making the process accessible by using a clear and simple committee structure.

Form 990 update

Jaime presented a general overview of the Form 990. The document is reviewed with the Audit Committee, and the final version is approved by the Committee and shared with the Board before it is filed. The document includes the Foundation's financials and governance in detail, and allows the organization to tell its story.

There are several important components of the Form 990, but two are key: first, Board structure, policies, and documentation; and second, executive compensation. The document includes several questions about the current officers, directors, key employees, and independent contractors. This includes some information going back up to five years.

In the next Form 990 filing, it will include the transfer of funds to the endowment. In the past, it has also disclosed legislative activities.

The document is published publicly, and read by the public. Charity Navigator, Guidestar, and other groups use the information and metrics from the Form 990 to rate nonprofits. We have received high ratings in this area. Other nonprofits may look at our numbers for critical benchmarks, and we may look at theirs.

The Board will receive the fiscal year 2015-2016 Form 990 after it is reviewed by the Audit Committee.

U.S. Executive Actions

Michelle provided a confidential update on recent U.S. Executive Orders and their applicability to Foundation operations and staff.

Advisory Board

Dariusz discussed the role and future of the Wikimedia advisory board. Board members noted that the advisory board's purpose has not been strongly defined over the years, and suggested having another discussion about the group's purpose and term after the group has been discussed more broadly within the Governance Committee and with Katherine. It may be helpful to coordinate the advisory board's purpose with the strategy discussions in the coming months.

If there is a proposal, the Board can discuss the topic again at the March meeting.

Board recruitment

Anna and Michelle reviewed the profiles in the search for new appointed Board members, and shared some of the recruiting materials. Board members were encouraged to share this information with people who may be interested, and they can refer people who are potentially interested to Anna and Michelle.

Nataliia will also discuss with the Governance Committee how this recruitment process can complement the process for community-selected seats this year.

Housekeeping

• The Board unanimously voted to approve the minutes from the December 2016 meeting.
• After a motion by María, seconded by Jimmy, the Board unanimously voted to approve a resolution on Environmental Impact. Board members were happy to see a high-level resolution that makes an explicit commitment and allows for a more detailed policy.
• On the Board's request, Christophe agreed to serve as a liaison to the Funds Dissemination Committee until Wikimania.
• Michelle provided information on an upcoming update to the Wikimedia Foundation's non-discrimination policy.
• Stephen shared two grant offers for funding related to Wiki Cite 2017, and confirmed that Board members had no objections with proceeding.

Executive Session

All of the Foundation staff members were excused at this point in the meeting, and the Board held a confidential executive session. At the conclusion of the executive session, the meeting closed.