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Board meetings Minutes from 2018-11-9,10,11 Questions?

November 9–11, 2018

Location: Monterey, California, USA

Board of Trustees present: María Sefidari (Chair), Christophe Henner (Vice Chair), Esra'a Al Shafei, Tanya Capuano, James Heilman, Dariusz Jemielniak, Raju Narisetti, Nataliia Tymkiv, Jimmy Wales

Non-Board members present: Katherine Maher (Executive Director), Eileen Hershenov (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Gretchen Yen (Liaison to the Board of Trustees; Executive Assistant to the Executive Director), Chuck Roslof (Legal Counsel), Doron Weber (Sloan Foundation)

Non-Board members present for a portion of the meeting: Lisa Alfieri (Engagement Director, EY), Alicia Bassuk (Board Development Facilitator, Ubica Strategy), Rucha Desai (Engagement Consultant, EY), Nicole Ebber (Program Manager, Movement Strategy), Katie Francis (Senior Paralegal), Mila Linares (Senior Strategy Director, Wolff Olins), Zachary McCune (Senior Global Audience Manager), Cynthia Pratomo (Creative Director, Wolff Olins), John Rogula (ERM Leader, EY), Tony Sebro (Deputy General Counsel), Kaarel Vaidla (Strategy Process Architect, Movement Strategy), Heather Walls (Chief Creative Officer)

Slides (public version): Slide deck

Day One – November 9

Alicia Bassuk and Tony Sebro were present for this day of the meeting.

The meeting was called to order at 9:09 AM PST. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Facilitation Concepts

Alicia discussed her role as a facilitator for Board discussion, and she led the room in an exercise to discuss what each person wanted to contribute to the Board's discussions over the weekend.

Operational Updates

Katherine presented fundraising information for Q1 of fiscal year 2018-2019. Actual revenue was 17% higher than projected, primarily due to major gifts. Katherine also presented the revenue projections for Q2, which includes the major English-language fundraiser. She provided summary information from the 2017-2018 Fundraising Report, which showed that fundraising performance continues to be strongest in North America and Europe. The Board asked Katherine about fundraising performance in some specific countries, and discussed what level of information about the Foundation's fundraising activities and decisions is important and necessary for reporting to and discussion by the Board.

Katherine also presented a comparison of the Foundation's fundraising and grantmaking activities in countries grouped by World Bank economy categories, which showed that the proportion of grant funding lower-income economies received was higher than the proportion of fundraising the Foundation received from them.

Katherine and Jaime provided the Board with information regarding the Foundation's spending in Q1 and its cash and investment portfolio. Spending overall was about 10% under budget, but Katherine anticipated that the Foundation would make up that gap in the rest of the year. Katherine presented information on hiring, a major priority this year.  

Katherine showed the Board the core product metrics for September 2018, which indicated a good month for contributor growth (as is typical for the time of year). One goal is to see if there is a higher-than-average retention rate for people who contributed for the first time in September 2018, as there was in September 2017. Trustees highlighted their interest in the Wikidata numbers and in having more information about the gender breakdown for editors. Readership metrics showed that the desktop preview feature continued to be very popular, that overall pageviews are higher than the previous year, and that mobile continues to represent an increasing proportion of overall pageviews.

Tony provided the Board with an update on some confidential and privileged legal matters.

Committee Updates

Audit Committee (Chair: Tanya)

  • The Foundation passed its financial audit with no concerns raised by the outside auditing firm.
  • Finance and Legal plan to simplify some processes (such as submitting expense reports).
  • The committee is overseeing the Foundation's enterprise risk management efforts.
  • The committee has developed a calendar for the year, with regular report-outs.

Board Governance Committee (Chair: Nataliia)

  • The committee plans to recommend three changes to the Bylaws, with the exact text to be drafted by the Secretary:
    • Increasing term limits from two consecutive terms to three consecutive terms;
    • Including user groups in the affiliate-selected Board seat process, alongside chapters and thematic organizations; and
    • Adding additional language about the Board's commitment to diversity.
  • The effort to recruit a trustee for the vacant Board-selected seat is ongoing. The committee and the outside search firm narrowed the list to a few candidates, who will then be further reviewed by Katherine and the committee.
  • The Board Governance Committee and the HR Committee are making plans for further Board development and self-assessment.
  • The committee is working with Eileen to plan and find a new outside firm to lead a governance review, which is planned for Q3/Q4.

HR Committee (Chair: Raju)

  • The committee is working with Katherine to come up with a list of goals for her as Executive Director.
  • The HR Committee is working with the Board Governance Committee and the Talent & Culture department to identify promising development and training programs that trustees could attend.
  • The committee is talking with the firm that was selected to help with the hiring process for the Chief Talent & Culture Officer position.

Language Committee (Liaison: James)

  • The committee approved 10 new projects this year, and is considering ways to make the process simpler.
  • The committee has a very active member who is working through the enormous backlog of requests. They are so far caught up to 2013.

Affiliations Committee (Liaisons: María & Esra'a)

  • The Board agreed that recommendations from AffCom should go through staff before the liaisons present them to the entire Board.

The Board discussed whether the level of Board involvement in the advisory committees (Affiliations, Funds Dissemination, Language, and Elections) was appropriate and necessary, given the most effective use of staff, the appropriate role of a governing board, and the Board's shift over the years away from operational involvement and toward strategic decision-making and governance oversight.

COMMITMENT: The Board asked Katherine to prepare for a future meeting a proposal for a different way to structure the committees. This is in recognition that the work of the committees is less directly related to governance, and more related to the operational and programmatic work of the movement.

The Board also raised the issue of the number of Board seats as a potential barrier to the breadth and diversity of skills and expertise it needs as a body. Some trustees suggested that the Board could communicate its needs in terms of trustee background and experience so that those needs can be considered during the upcoming community election and affiliate selection processes.

COMMITMENT:  The Board asked Katherine to prepare for a future meeting a list of possible options for improving the trustee selection process.


Mila Linares, Zachary McCune, Cynthia Pratomo, and Heather Walls were present for this portion of the meeting.

Katherine and Heather introduced the brand project, which the Board had approved to begin in FY 17–18, to consider Wikimedia's branding needs and how to use existing brands in service of the movement strategy. The Foundation's Communications department has lead the project, in partnership with consultants from the branding agency Wolff Olins.

The Foundation had issued a "brief," or request for work, to the agency. The brief requested that the agency evaluate what branding work would be necessary to assist the Wikimedia movement in its pursuit of the Wikimedia 2030 strategic direction.  

The work of the brand project thus far included global research in seven countries, interviews with individuals within the Wikimedia movement, workshops at Wikimania and the Wikimedia Foundation office, several work sessions with a brand stakeholder group (which included staff from across the Foundation and from Wikimedia Deutschland), and trend and market research.

The Wolff Olins team summarized the results of their research. They explained how they assessed Wikimedia's opportunity for public awareness and engagement, based on aspects of what the world needs and what makes Wikimedia special. They contrasted the opportunities and strengths Wikimedia has (high awareness of the Wikipedia brand, growth and potential with Wikidata and Wikimedia Commons) with the challenges and barriers Wikimedia faces (low awareness of the Wikimedia brand; confusing overall branding; lack of a clear, easy point of entry).

Based on their research, the Wolff Olins team explained that the best brand architecture for brand awareness and impact is to lead with Wikipedia instead of leading with Wikimedia. They explained the benefits of that approach in terms of simplicity, efficiency, and building a strong foundation for all of the Wikimedia projects.

The Board discussed how leading with Wikipedia would be a conceptual change—up to now the movement has talked about the projects as being somewhat equal, and tried to avoid singling out Wikipedia as much as possible—but it would better reflect how the brand works in practice—everyone knows that Wikipedia is the best known project, and the primary entry point into the Wikimedia movement. Foundation staff explained that leading with Wikipedia could allow the Wikipedia brand to expand, supporting and uplifting the other Wikimedia projects. One trustee pointed out that there may be PR baggage accompanying the Wikipedia brand, given how the project has been criticized for its lack of diversity (being mostly Western, mostly male, and mostly white).

The Wolff Olins team presented the brand strategy they developed with input from the core team to describe "who we are", "our purpose", "what we offer", and "how we do it"—all focused on an expansive, inclusive effort to share free knowledge. They also presented the brand idea of "Set knowledge free" as an evergreen statement that activates the brand vision. They then pulled it all together into a brand narrative that could function as a sort of "Declaration of Intention" explaining Wikipedia.

The Wolff Olins team presented mockups of what the Wikipedia brand and the "Set knowledge free" brand idea might look like in a number of contexts, including on t-shirts, billboards, apps, websites, and online calls to action. Heather specified that the research and work by the Wolff Olins team did not include considerations of visual identity, such as the Wikimedia or Wikipedia logos. Eileen provided some context and comparison from her work on rebranding at previous organizations.

Katherine summarized the plans for the next steps of the project, including additional planning and scoping of needed resources, community discussion, and beginning to explore a brand refining process with potential name and logo changes in the next fiscal year. asked the Board for insights and experience from trustees who had been through similar changes in the past, community context for constructive engagement, and enthusiasm for how branding decisions can help achieve the goals for 2030.

Trustees raised several points for consideration in moving forward, including the importance of being thoughtful in engaging the community, how we would lose any benefits from the current separation of the Wikimedia and Wikipedia brand if the Wikimedia brand goes away, where affiliate branding fits into the overall picture, and possible new names for the Wikimedia Foundation.

DECISION: The Board raised no objections to the Communications team doing further work on positioning the Wikimedia movement brands as tools for achieving the Wikimedia 2030 strategic vision.

Day Two – November 10

Medium-Term Planning

Alicia Bassuk was present for this portion of the meeting.

Katherine presented medium-term plans for the Foundation, with "medium-term" defined as longer than twelve months and fewer than five years, that she and the C-team had been developing. Their focus was to shift from department-by-department planning to instead think about the major goals the Foundation wants to achieve, derived from the strategic direction and mindful of the Foundation's limitations, and then plan to meet those goals.

Katherine reported that the Foundation leadership identified as the top priorities for the Foundation to focus on in creating its plan for the short term (the next fiscal year):

  1. Readership acquisition
  2. Platform evolution
  3. Public policy
  4. Brand alignment

And for the medium term (18-48 months):

  1. Emerging markets
  2. Product modernization

Further elaborating on those points, Katherine explained that product modernization might include streamlining the overall product landscape (merging product lines), making Wikipedia an entry point for all the projects, and expanding the possibilities of multimedia engagement. She highlighted how the Foundation has had difficulty over the years determining how and when its work has affected Wikipedia usage at scale, and that there is a commitment to continue to develop a theory of change on that front. Katherine also emphasized that identifying these priorities does not mean that the Foundation's other core work stops.

Board response to these priorities included a discussion of the needs and limitations of engaging with voice assistants and a desire for Wikimedia to become more of a "thought leader" in public policy discussions (rather than focusing on responding to threats). Eileen provided more context for the Foundation's public policy work, including the forthcoming hiring of a new full-time public policy manager based in D.C. Katherine explained that the Foundation's medium-term planning would be "rolling"—updated on a regular basis for the following 3-5 years—rather than meant to last unaltered for 3+ years.

Katherine and the Board discussed generally how best to balance the Board's need to be informed of the work Foundation staff are doing with the significant amount of time it can take for staff to create detailed presentations of their work. Facilitated by Alicia, the discussion addressed the level of granularity and detail the Board needs regarding the Foundation's work in order to fulfill its governance responsibilities.

Strategy Update

Nicole Ebber and Kaarel Vaidla were present for this portion of the meeting.

Nicole and Kaarel presented an update on the movement strategy work, which currently involves two parallel processes of program planning and structural change. The program planning happens independently within different movement organizations (such as the Foundation and affiliates), and is focused on generating annual and 3-5 year strategic plans.

Structural change was the focus of the session with the Board, and is driven by the 9 movement strategy working groups that are organized around thematic areas. Nicole explained that, in the end, the output from the working groups would be recommendations for structural change to better support future program work.

Nicole presented the timeline for the structural change work, which was moving from the phase of  diversifying the working groups to the scoping phase of developing recommendations. The scoping phase is set to continue through February 2019, and the implementation is set to begin in October 2019. Kaarel broke down the process the working groups would use to develop their recommendations further: first, scoping to determine what the movement may want to; second, analyzing why we may or may not want to do those things; third, make recommendations for what to actually do. Kaarel explained that this process itself is relatively simple, but the scale of the movement makes it more complex.

The Board asked how things were going with the working groups, and Kaarel explained that the diversification process had happened, though not exactly how they had hoped, and that they were working on reactivating working group members who had become less engaged (because they had signed up to work on the working group topics, not on diversification). Nicole and Kaarel shared stories from the working groups so far, including one that had been dormant for two months but was getting new energy and planning an in-person meeting.

Kaarel further explained the scoping phase of the strategy process, which is about bold, creative, aspirational ideas that build on the past and explore new territories.

Katherine presented some of the guiding questions and considerations that relate to the discussions each working group should be having, and asked the trustees to take note of the points that they found most resonant and relevant.

Kaarel then asked the Board to participate in an exercise that would demonstrate how to think of ambitious possible action steps to take toward an identified goal. For the purpose of the exercise, the goal was "By 2030, Wikimedia will become the essential infrastructure of the ecosystem of free knowledge, and anyone who shares our vision will be able to join us." The Board divided into three groups, each of which came up with possible actions that would work toward that goal:

  • Yellow Group
    • Invest more in public policy
    • Behave as a leader
    • Provide capacity and infrastructure for anyone to support "open"
    • Expand product ecosystem through "mergers" and investment
      • merge with Creative Commons
      • set up a venture capital fund
  • Green Group
    • Create a "portal" with information and procedures for external people and institutions to reach and partner with Wikimedia
    • Identify whom to partner with in the "Big Open"/knowledge ecosystem, and on which topics/tasks
    • Define our core capabilities—ones we cannot or do not want to outsource
    • Create a global coalition to "set knowledge free" (with a structure, campaigns, resources, etc.)
    • Incorporate key partners into the Board
  • Orange Group
    • Create Wikipedia-branded local working spaces around the globe that would provide people a place to read, edit, program, and collaborate
    • Elevate diverse and authentic thought leaders

The Board discussed throughlines and relationships within the actions—which ones the Foundation could start working on immediately, which ones involved structural-level decisions, which ones would require more discussions with Wikimedia communities.

Nicole then asked the Board to think of aspirations they have and challenges they anticipate for the next phases of the movement strategy process:

  • Aspirations
    • Paving the way and setting the standard for bottom-up, participatory strategy building for a large global movement
    • Developing clear, actionable steps (a plan)
    • Having an opportunity to focus our energy and resources to get things done
    • Creating a strategy our entire movement can get behind and support—one that brings us together and helps us grow
    • Realizing that everything is possible, and thinking outside the box
    • Seeing Wikipedia safer than ever financially (such as by having a huge amount—US$1 billion—in assets and equity across the movement)
  • Challenges
    • Avoiding inertia, burnout, and disinterest that could lead to mediocre or half-baked ideas
    • Not having professional full-time facilitators that could drive working groups to be more efficient and productive
    • Wasting energy and resources while trying to find the right path
    • Experiencing unimaginable growth
    • Maintaining physical and digital security, and protecting users from surveillance and attacks
    • Getting diverse, geographically disperse voices to collaborate (logistics)
    • Being reluctant to take up the mantle of a leader
    • Not being ambitious enough
    • Being too safe and secure with our current situation to be willing to actually change fast enough
    • Overcoming structural barriers in existing organizations
    • Dealing with perceptions inside and outside the community
    • Making sure all voices are heard
    • People not being on the same page or having the same level of information and knowledge going into the conversations

Nicole gave a brief overview of the Wikimedia Summit in March, which would focus on movement strategy and governance and provide a platform for the process she and Kaarel just discussed with the Board.

Enterprise Risk Assessment

Lisa Alfieri, Rucha Desai, Katie Francis, and John Rogula were present for this portion of the meeting.

Eileen introduced the enterprise risk assessment (ERA) process, which is the first step in anchoring risk management as an organization-wide task and integrating it into strategy planning. The GC and CFO are the staff leads and "owners" of the process and risk management function. The Foundation had hired the firm EY to run the ERM process. The Board and key Foundation staff will complete ERA sessions, then EY would combine the results of those sessions to help the executive team assess and prioritize risks.

The EY team introduced themselves and how enterprise risk management (ERM) works to help an organization develop strategy in response to the risks it faces. They defined risks as "future uncertainties that interfere with our ability to deliver against our stated objectives". They emphasized the importance of the Board in identifying risks, because the distance the Board has from day-to-day operations provides a perspective that the staff leadership does not have.

The EY team led the Board in an online exercise to list and group risks using EY's ThinkTank system. They explained the next steps: EY would lead a risk calibration session with the Foundation's executive staff to prioritize the identified risks based on impact, likelihood, and management preparedness. After that, EY would construct a risk profile for the Foundation and recommend response actions (monitor, optimize, test, or improve). The Foundation could then assign risk owners to the significant risks and account for that work and associated resources in its strategic planning and budgeting.

Day Three – November 11

Program Update

Katherine presented information related to gender diversity in the Wikimedia communities. This presentation was a follow up from a conversation about gender diversity at the 2018 Wikimania Board meeting in Cape Town, South Africa.

Katherine presented results from the CE Insights community surveys from 2017 and 2018 regarding the number of female respondents in different categories. She showed statistics for the percentage of women on affiliates' boards, which increased from 18% in 2013 to 30% in 2018, and provided examples of user groups that had formed to focus on gender diversity or otherwise target marginalized voices. She reported that a survey of 34 user groups showed that for 69% of them the majority of their participants were women. She informed the Board that the Community Engagement department was planning to hire a diversity strategist to focus on programmatic interventions to increase community diversity.

Katherine presented the impact measurement plan and the high level project timeline for the community health initiative. The plan involves outcomes and data collection methods for the short, medium, and long term, including a systemic analysis of what policies are needed and where current policies fall short; improving the resolution and response time to incidents of harassment; and rolling out new products related to blocking, muting, and reporting. Katherine emphasized that no individual technical tactics were solutions in themselves, and that social, policy, and engineering resources are required to make significant change.

Eileen updated the Board on Wikimedia's public policy efforts, and stated that Wikimedians in Europe worked hard to lobby members of the European Parliament regarding proposed copyright reform efforts in the EU, but the vote mostly did not go the way we had wanted. Eileen discussed lessons learned from the EU copyright efforts related to our communication strategy.

Talent & Culture

Katherine presented information on the Talent & Culture department's work related to diversity and inclusion, and how the Foundation's diversity and inclusion efforts over the years are evident in hiring and departure trends. Jaime emphasized work the Technology and Audiences departments had done to improve hiring pipelines and trends.

Katherine presented multi-year statistics for staff turnover rate, which has decreased over the years a relatively low rate, roughly ⅓ of the industry average. The Board, Katherine, and Jaime discussed the reasons for and implications of the low turnover rate.

Katherine also presented the numbers from the Foundation's EEO-1 report (required of US companies for US staff), some results from the Foundation's most recent inclusion survey, and the Talent & Culture department's proactive recruiting outreach projects.

Board Business

The Board discussed three proposed changes to the Bylaws that the Board Governance Committee had shared in advance of the meeting: (1) including user groups in the trustee selection process alongside chapters and thematic organizations, (2) increasing term limits from two to three terms, and (3) adding additional language regarding the Board's commitment to diversity.

AffCom had also sent the Board its recommendation regarding what the decision-making process might look like for user groups, chapters, and thematic organizations to collectively select two trustees.

COMMITMENT: The Board asked Foundation staff and the BGC to consider the Bylaws changes further and come back to the Board with an implementation proposal (including a period for community comments).

The Board considered recommendations from AffCom to recognize new chapters in Macedonia and South Korea.

DECISION: After the staff presented some concerns on the evolving situation of Macedonia, the Board tabled discussion of the Macedonia recommendation until those were resolved.

COMMITMENT: Foundation staff agreed to work with AffCom and Board liaisons to review the situation in Macedonia and recommend a course of action.

DECISION: The Board approved a resolution recognizing the Wikimedians of Korea User Group as a chapter, pending the execution of a chapter agreement, after a motion by María, seconded by Christophe.

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.