Minutes:2024-07-08

July 8, 2024 Location: Virtual

Board of Trustees present: Nataliia Tymkiv (Chair), Kathy Collins (Vice Chair), Lorenzo Losa (Vice Chair), Esra’a Al Shafei, Shani Evenstein Sigalov, Luis Bitencourt-Emilio, Victoria Doronina, Dariusz Jemielniak, Raju Narisetti, Mike Peel, Rosie Stephenson-Goodknight, Jimmy Wales

Non-Board members present: Maryana Iskander (Chief Executive Officer), Stephen LaPorte (Secretary; General Counsel), Maggie Dennis (Vice President, Community Resilience and Sustainability), Margo Lee (Deputy Chief of Staff), Chuck Roslof (Principal Legal Counsel), Kaarel Vaidla (Lead Movement Process Architect)

The meeting was called to order at 1804 UTC. The Secretary confirmed the presence of a quorum.

Welcome and Overview

Lorenzo Losa (Vice Chair) welcomed everyone to the meeting.

This was a special meeting of the Board of Trustees with the purpose to vote on a resolution related to ratification of the draft movement charter. The Board Liaisons to the Movement Charter Drafting Committee made a recommendation to the Board of Trustees, which was published on Meta, to not ratify the draft movement charter. In advance of this meeting, the Trustees hosted numerous working sessions and several calls to review the recommendation and ask for any further materials to support their deliberations.

Lorenzo reviewed the proposed resolution. The resolution builds upon previous board positions, including the Board’s perspective on the Global Council and the feedback on a previous draft of the movement charter. These prior communications shared concerns on previous drafts of the movement charter that were not resolved in the movement charter draft being proposed for ratification.

Furthermore, the Foundation has also committed publicly to shifting core areas of decision-making to increased volunteer oversight in line with the functions being proposed for a new Global Council.

Specifically, the Board resolution states that the Board votes not to ratify the draft Movement Charter in its current form, and instead the Foundation will move forward on some of its components, including experiments designed to test the feasibility of proposals related to resource distribution, technology advancement, and support of Wikimedia movement organizations.

These three initial proposals can be further improved based on input from others in the Wikimedia movement. The idea is to focus on co-creation and co-ownership, while at the same time making concrete, practical, time-bound proposals.

Lorenzo opened the floor for comment from all Trustees and staff.

Several Trustees raised concerns about the draft movement charter and expressed that while it addressed some important issues, it posed too many risks to be ratified in this current form – that it was not “safe to try.” Additionally, Trustees expressed concern that the proposed governance structures in the draft movement charter would not be able to enable decisions at an appropriate speed and would be difficult to amend, particularly in the context of risks. Trustees were supportive of co-created solutions, as laid out in the proposed resolution. Trustees expressed the importance of including both the decision on the draft movement charter together with the description of the next steps.

The Board felt it was important for all Trustees to be given time to voice their concerns and agreed the minutes should reflect the voices of those who dissented. Mike Peel stated his support for the draft movement charter. But he also stated his support for the next steps described in the proposed resolution. Mike made a motion, seconded by Victoria Doronina, to separate the resolution into two parts so that a vote on ratification could be made separately from a vote on the next steps. The amendment was not approved.

After a motion made by Shani Evenstein Sigalov and seconded by Kathy Collins, the Board approved the Resolution on the Draft Movement Charter.

The meeting was adjourned at 1837 UTC.