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Minutes from 2021-02

February 23–25, 2021

Location: Online

Board of Trustees present: María Sefidari (Chair), Nataliia Tymkiv (Vice Chair), Esra'a Al Shafei, Shani Evenstein Sigalov, Tanya Capuano, James Heilman, Dariusz Jemielniak, Lisa Lewin (present for a portion of the meeting), Raju Narisetti, Jimmy Wales (present for a portion of the meeting)

Non-Board members present: Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Robyn Arville (Chief Talent & Culture Officer), Lisa Gruwell (Chief Advancement Officer), Toby Negrin (Chief Product Officer), Chuck Roslof (Lead Counsel), Janeen Uzzell (Chief Operating Officer), Heather Walls (Chief Creative Officer)

Non-Board members present for a portion of the meeting: Grant Ingersoll (Chief Technology Officer), Ryan Merkley (Chief of Staff), Tony Sebro (Deputy General Counsel), Matt Thompson (Facilitator), Lisa Anne Thompson (CEO & Founder, Board Veritas), Tomas WhiteAntelope (Administrative Assistant), Kathleen Yazback (Founder/President, Viewcrest Advisors)

Day One – February 23

Grant Ingersoll and Tomas WhiteAntelope were present for this day of the meeting.

The meeting was called to order at 7:02 AM PST. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

To begin the meeting, everyone in attendance briefly shared their hopes for the Foundation and the Board's work for the year.

Operational Updates

Ryan Merkley was present for the beginning of this portion of the meeting.

Staff leaders of departments and key Foundation initiatives shared updates on their teams' work:

Ryan Merkley presented on the status of the movement strategy implementation. A community prioritization exercise with over 600 participants identified governance as overwhelmingly the top priority. The creation of a new governance body is a desired prerequisite for other movement strategy implementation work. The team is seeking additional Board involvement in governance discussions.
Jaime Villagomez presented on the Foundation's financials. There is a projected underrun of 3-4% for the fiscal year.
Janeen Uzzell presented on the Foundation's performance against OKRs and the Events Refresh project. The Events team is working with the Wikimania steering committee on design prototypes for a virtual Wikimania.
Lisa Gruwell presented on the Foundation's fundraising and revenue. Online fundraising performance was very good, with the most-feared potential negative outcomes due to global events not coming to pass. The Major Gifts team pivoted to online events. The Wikimedia Endowment is poised to hit its US$100 million critical mass and become a revenue stream, years ahead of schedule. The Okapi team is on track to hold a community conversation and sign at least two customers by the end of the fiscal year.
Toby Negrin presented on the Foundation's product development. Work on the desktop refresh and SecurePoll updates and maintenance are on track. The Product department is working to fill some key positions. The number of active editors hit an all-time high in May 2020.
Grant Ingersoll presented on the Foundation's technology priorities. The team is ensuring the reliability of the platform so that it can support record traffic and everything that the Product department and community developers are building.
Heather Walls presented updates on key communications initiatives. There were hundreds of press stories and community events to celebrate Wikipedia's 20th birthday, as well as thousands of (overwhelmingly positive) social media posts. The team is focusing its brand awareness efforts on locally-relevant interventions in emerging markets
Amanda Keton presented key updates from the legal department. Support for the Board's governance reform efforts is on track. More time is needed for phase 2 of the Universal Code of Conduct implementation. The team is considering how the Foundation's global legal strategy might need to adapt to a changing legal and regulatory landscape.
Robyn Arville presented key Talent & Culture updates. The team is considering how the Foundation can collaborate most effectively with a workforce of over 500 people. The team is working to have continuous, steady improvement in processes and people programs, particularly related to DEI (diversity, equity, and inclusion), international staff support, and people management development.

Executive Session

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

Day Two – February 24

Lisa Lewin was not present for this day of the meeting.

Grant Ingersoll, Tomas WhiteAntelope, and Matt Thompson were present for this day of the meeting.

Executive Session

The Board held a confidential executive session to talk with the CEO transition team. Amanda Keton, Robyn Arville, Jaime Villagomez, and Kathleen Yazback were present.

Committee Updates

Community Affairs Committee (CAC)

After a motion by Esra'a, seconded by James, the Board approved a resolution to create a Community Affairs Committee.

Audit & Special Projects Committees

After a motion by Jimmy, seconded by Shani, the Board approved a resolution to amend the Wikimedia Foundation's Gift Policy.

Affiliations Committee

Shani shared requests from the Affiliations Committee for resources for mediation training, for a contractor to assist in mediation, and to add push notification/update features to Foundation Wiki. The Board passed these requests along to the C-team, to include in the Foundation's regular planning, prioritization, and resource allocation workflows.

Ad Hoc Brand Committee

Shani summarized the work of the Ad Hoc Brand Committee so far, which has met several times on its own and with community advisors representing a range of community groups. The committee is developing a recommendation for how the brand discussions and decisions should proceed once they resume; they are not yet ready to present that recommendation to the Board.

The Ad Hoc Brand Committee members requested input from the rest of the Trustees regarding their desire to continue with the movement brand project and their opinions regarding the process that should be used to make brand decisions if the project does continue. No trustees expressed a desire to abandon the brand project, and the Board was aligned around the need to appropriately engage community stakeholders on major brand changes.

Board Governance Committee

Amanda Keton summarized the community response so far to the call for feedback about community trustee selection, highlighting a couple ideas that had received little community support and the idea of quotas that had generated significant quantity, diversity, and polarization of opinions. The Board Governance Committee is beginning the early stages of the process for recruiting Board-selected trustees, and it is developing a revised committee evolution plan to be presented to the Board at its Q4 meeting.

Elections Committee

Amanda Keton shared that staff and the Board Liaison (Esra'a) met with the Elections Committee to solicit the committee's input regarding community trustee selection. The committee offered valuable feedback, and the facilitation team is scheduling a follow-up conversation with them.

Product Committee

Toby Negrin presented the work of the Product Committee, with the Product & Platform team, to develop a Product Platform Strategy. That strategy is built around equity-focused growth: making product experiences more welcoming for new contributors in emerging markets, building recruitment tools for movement organizers, collaborating with new contributors to create experiences that serve the needs of new knowledge consumers, and ensuring the accessibility of project content for all knowledge creators and institutions.

Day Three – February 25

Lisa Lewin was not present for this day of the meeting.

Matt Thompson and Lisa Anne Thompson were present for this day of the meeting.

Grantmaking Strategy

Lisa Gruwell presented a proposal for a relaunch of the Foundation's grantmaking strategy. The proposal is driven by conversations with current grantees. The objectives for the new grantmaking strategy are to align with the movement strategy recommendations, to move to a system based on impact, to pilot new grant models, and to focus on equity and decentralization as outlined by the Resource Allocation Movement Strategy Working Group. The next steps in the strategy development are community engagement, implementation of a change management plan, creating a budget impact analysis, and developing an implementation plan for a Q1 FY 21/22 launch. Trustees asked about affiliate involvement in the strategy, how the team is thinking about regional community-run decision-making, and what the communications plan is.

Endowment Update

Lisa Gruwell presented an update on the Wikimedia Endowment. The Endowment is at US$90 million, and on track to hit its US$100 million goal four years ahead of schedule. At that point, the Endowment becomes a revenue stream (with the exact amount of revenue depending on stock market returns). The Endowment will continue to grow through planned giving. The Endowment's Advisory Board has recommended that the Foundation take the next step of establishing the Endowment as a stand-alone 501(c)(3) public charity rather than a fund at Tides. The Board discussed what the Foundation might want to do with the revenue from the Endowment, and how to communicate the relationship of the Endowment revenue to the Foundation's other revenue streams and its work supporting the Wikimedia projects.

Corporate Actions

After a motion by James, seconded by Nataliia, the Board approved the consent agenda for the meeting, consisting of the following resolutions:

After a motion by Jimmy, seconded by Nataliia, the Board considered a resolution to create a CEO transition committee and transition team. The Board discussed and approved an amendment to add Shani to the Transition Committee. The Board then approved the amended resolution.

After a motion by Shani, seconded by Esra'a, the Board approved a resolution to remit all planned gifts to the Foundation to the Wikimedia Endowment.

After a motion by James, seconded by María, the Board approved a resolution to proceed with the steps needed to establish the Wikimedia Endowment as a stand-alone 501(c)(3) public charity.

Prioritization

Grant Ingersoll joined at the beginning of this portion of the meeting.

Matt Thompson facilitated a discussion by the Board of their priorities for the rest of the year. The Board revisited the priorities they set for the fiscal year in September 2020, and updated the assignment of tasks and projects to committees to take into consideration the creation of the Community Affairs Committee. The Board acknowledged that there was more work than the Board and its committees could accomplish on their own, and they should seek opportunities to hire consultants and contractors to help. María and Amanda agreed to take the Board's input from the session, reconcile it, and send it back to the Board in a resolution for approval.

Jimmy Wales left at the conclusion of this portion of the meeting.

Executive Session

Foundation staff members were excused at this point in the meeting, and the Board held a confidential executive session. Amanda Keton, Robyn Arville, and Jaime Villagomez joined for a portion of the executive session. At the conclusion of the executive session, the meeting closed.