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Board meetings Minutes from 2021-12-08 Questions?

December 8, 2021

Location: Online

Board of Trustees present: Nataliia Tymkiv (Chair), Esra'a Al Shafei (Vice Chair), Shani Evenstein Sigalov (Vice Chair), Tanya Capuano, Victoria Doronina, Dariusz Jemielniak, Lorenzo Losa, Raju Narisetti, Rosie Stephenson-Goodknight, Jimmy Wales

Non-Board members present: Jaime Villagomez (Treasurer; Chief Financial Officer), Robyn Arville (Chief Talent and Culture Officer), Chuck Roslof (Acting Secretary for the meeting and Lead Counsel), Margo Lee (Deputy Chief of Staff), Maggie Dennis (Vice President, Community Resilience and Sustainability), Anusha Alikhan (Vice President, Communications), Margeigh Novotny (Vice President of Product Design), Tajh Taylor (Vice President, Data Science & Engineering), Carol Dunn (Vice President, Product Development)

Non-Board members present for a portion of the meeting: Rebecca MacKinnon (Vice President, Global Advocacy), Jan Gerlach (Public Policy Director)

Amanda Keton, General Counsel and Secretary was not able to join this meeting. Per Article V, Section 1(E) of the Bylaws, when the Secretary is absent at a meeting the presiding officer should appoint a Secretary for the meeting. As Board Chair, Nataliia Tymkiv was the presiding officer and appointed Chuck Roslof as Secretary for this meeting.

The meeting was called to order at 10:01 AM PDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Welcome, Greetings, and Administrative Actions

Nataliia Tymkiv, Chair, opened the meeting and gave an overview of the meeting agenda. Chuck Roslof, Lead Counsel and Acting Secretary for this meeting, confirmed the presence of a quorum. Chuck noted the postponement of one of the resolutions on the consent agenda, and the Board approved an amendment to the resolution to renew Jimmy Wales's appointment to the Board. After a motion made by Shani Evenstein Sigalov and seconded by Jimmy Wales, the Board unanimously approved the consent agenda.

Human Rights Policy Approval

Rebecca MacKinnon, Vice President, Global Advocacy, and Jan Gerlach, Public Policy Director, joined for this portion of the meeting.

Rebecca thanked the Board for their time and work on the policy, especially Esra'a Al Shafei and Shani. Rebecca also thanked Jan Gerlach and Cameron Ashraf for their dedication. Once the policy is approved, it will be published with other Foundation policies and announced in a Diff blog post. The next steps will be to develop internal implementation guidance and to engage with the broader movement about implementation. Staff is responsible for implementation of the policy but will be accountable to the Board through the Executive Committee. After a motion made by Jimmy Wales and Seconded by Dariusz Jemielniak, the Board unanimously approved adopting a Human Rights policy.

2022 Board Priority Approval

This year, the Board has set the 2022 priorities through the Board Committees. There are overall priorities for the Board as well as priorities for the CEO's first six months. The Executive Committee met in mid-November to review the 2022 Board Priorities and to look for cross-committee partnerships or gaps in key areas. There are several priorities that require alignment between committees. The Product and Technology Committee's goals will likely be modified in early 2022. After a motion made by Shani and seconded by Tanya Capuano, the Board unanimously approved the 2022 Board Priorities.

Committee Updates

Nataliia noted that a resolution was added to the meeting, which establishes a Board Selection Task Force. The Task Force is composed of representatives from the Governance Committee (Dariusz Jemielniak and Lorenzo Losa), Elections Committee (Esra'a Al Shafei as the Board Liaison) and the Community Affairs Committee (Victoria Doronina), all of which, as Trustees, have a term continuing through 2022, and therefore are not potentially running in the election that is being crafted. After a motion made by Esra'a Al Shafei and seconded by Dariusz, the Board unanimously approved creating a Board Selection Task Force.

Shani provided a brief update on the Funds Dissemination Committee ("FDC"). The Community Affairs Committee will make a recommendation to the Board in the coming months on next steps with the FDC.

Maggie Dennis, Vice President, Community Resilience & Sustainability, gave an overview of the current status of the 2022 Board election process. Staff has been working with the Governance Committee to develop a timeline to launch the 2022 election. Staff is also preparing a call for feedback in January 2022. Staff will follow up with the newly created Board Selection Task Force on next steps.

Staff was excused and the Board went into Executive Session.

The meeting was adjourned at 10:43 AM PDT.

Corporate Actions