Minutes:2018-06-12

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Wikimedia Foundation Board Minutes

June 12, 2018

Location: Online

Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Esra'a Al Shafei, Kelly Battles (present online for part of the meeting), James Heilman, Raju Narisetti, Nataliia Tymkiv, Jimmy Wales (present online for part of the meeting), Alice Wiegand (present online for part of the meeting)

Board of Trustees absent: Dariusz Jemielniak

Non-Board members present: Katherine Maher (Executive Director), Eileen Hershenov (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Josh Weinberg (Chief of Staff), Chuck Roslof (Legal Counsel)

Slides: Slide deck - June 12, 2018

The meeting was called to order at 9:12 AM PDT. Christophe, María, Esra'a, James, Raju, and Nataliia were present. The Secretary confirmed the presence of a quorum. The Vice Chair welcomed everyone and reviewed the agenda.

Operations Update

Alice, Jimmy, and Kelly joined the meeting partway through this presentation.

Katherine reviewed slides presenting an overview of the Foundation’s revenue and finances for the fiscal year, with revenue projected to come in at about 30% over the full year budgetary target.  She noted the projections to close the underspend gap by the end of June, in large part by year-end programmatic expenditures (such as the contribution to the Endowment) and by successfully moving some programmatic work and expenditures from next year to Q4 of the current year. Jaime notified the Board that, as a result of end-of-year efforts to close the underspend gap, the projected Q4 spending would be more than 5% over the Q4 budget (total yearly spending will be on target for the FY budget). Jaime will seek written approval for that spending from the Board Chair or Audit Committee Chair, per the Delegations of Financial and Spending Authority.

Katherine presented an overview of the Foundation’s plans to update and improve metrics over the following months in order to focus on the strategic goals of Reach, New Content, and Diversity/Inclusion and to tie metrics more closely to programs, rather than by department. Among the planned updates is to incorporate metrics from the desktop preview feature into Reach.  A Trustee asked for additional information in the future about the percentage of total edits that are reverts, and for more detail about the Foundation’s hypothesis for increasing pageviews. Katherine said she would present on metrics further during the July meeting.

Katherine followed up on questions asked and information requested by the Board during the April 19 meeting. She also highlighted numerous ongoing trainings and consultations being held at the Foundation related to diversity and inclusion.  The Board discussed these updates.

Annual Plan

Katherine presented key changes to the FY 2018-19 Annual Plan since the Board had last seen the Plan. The total budget increased by $800,000 from the draft plan, with additional programmatic spending going to emerging community support, Movement Strategy working groups, Wikimedia brand work, and hiring a Director of Privacy. In discussing the additional investment in privacy and security, Katherine and Eileen spoke to the Board about privacy expectations, values and regulations.  

Katherine expressed her confidence in the updated budget allocations, and noted that the Foundation’s programmatic spending ratio as in line with best practices for nonprofits. She spoke about the Foundation’s ability to hire as needed to implement the Annual Plan as a chokepoint on reaching Plan goals. Kelly noted that the Audit Committee had reviewed the Annual Plan in detail, including the most recent changes, and relayed her support and that of the Committee for the Plan.  

After discussion, a motion was made by María, seconded by Kelly, and the Board approved the Wikimedia Foundation 2018-19 Annual Plan.

Endowment

Eileen followed up on the Board’s discussion of the Endowment at the April 19 meeting by recommending two actions to maintain the health and status quo structure for the Wikimedia Endowment.  One of the resolutions provides the Foundation staff with additional time to come to the Board with a full recommendation regarding the future structure of the Endowment. The other memorialized the way in which the Board was currently determining, at its discretion and on an annual basis, whether and what level to fund the Endowment annually as it is built up. A trustee expressed interest in having a future conversation regarding the Endowment’s fundraising strategy and how the Foundation’s annual contributions are being leveraged, for example, through matching grants.

After a motion by María, seconded by James, the Board approved a $5 million contribution to the Endowment by the end of the current fiscal year.

After a motion by Jimmy, seconded by Raju, the Board agreed to continue making determinations regarding Foundation contributions to the Endowment on a year-by-year basis.

After a motion by Kelly, seconded by María, the Board instructed Foundation staff to prepare a recommendation regarding the future structure of the Endowment by the end of the 2018-19 fiscal year.

Board Business

FDC Grant Approval

As Board liaison to the Funds Dissemination Committee, Nataliia passed along the FDC’s recommendation that the Board fund all five 2017-18 Round 2 grants at the full amount requested.

After a motion by Nataliia, seconded by Alice, the Board approved the FDC grant recommendations.

Trustee Recruiting

As Chair of the Board Governance Committee, Nataliia provided an update on the process to recruit trustees to fill the seats to be vacated by Kelly and Alice in July. Interviews with top candidates who could provide financial expertise are wrapping up, with the BGC hopefully making a recommendation soon. Pre-screening for candidates who have expertise related to technology and organizational growth have completed.

Executive Session

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.