Minutes:2025-04-23

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, Jimmy Wales

Board of Trustees absent: Christel Steigenberger, Mike Peel (recused for the first 30 minutes)

Non-Board members present: Maryana Iskander (Chief Executive Officer), Nadee Gunasena (Chief of Staff), Margo Lee (Deputy Chief of Staff), Chuck Roslof (Principal Legal Counsel),

Invited guests: Jon Huggett

2025 Board Selection Recommendations Nataliia Tymkiv, Chair, welcomed everyone to the meeting and noted that this is a special meeting of the Board of Trustees. The Elections Committee is going to publish a lightweight community review on May 1 of the upcoming Board selection processes they are responsible for such as voter eligibility. The major planned announcement of the election launch is currently scheduled for May 22.

Raju Narisetti, Governance Committee Chair, reviewed the proposals the Governance Committee is recommending for the 2025 Board selection process. There are four immediate changes to the 2025 process, none of which require any changes to the technical process itself or the expected timeline.

The Governance Committee recommended that the Board:

Produce a list of the Board’s needs in terms of skills and experience to help inform voters (not as formal requirements). Create a “cooling off” period before Foundation staff are eligible to be candidates. This mirrors the requirement that Board members cannot be paid staff for twelve months. Actively recruit candidates to run in the election. These potential candidates would have no special priority during the process itself. Require a vote of confidence from the Board in order for a sitting trustee to be eligible for reappointment. The vote would require a simple majority to advance, and would be needed for any trustee. The vote of confidence process allows the Board to assess the performance of a trustee as well as evaluate the needs of the Board as a whole before the board selection process has taken place.

After a motion made by Raju and seconded by Kathy Collins, the Board unanimously approved these points. The Governance Committee is tasked with further developing the vote of confidence procedure.

The Governance Committee has proposed to use one of the Board-selected seats, currently held by Nat, to address concerns about representation needs on the Board. The seat would not be reserved for a specific region but would be seeking qualified individuals who can bring expertise and perspective to the Board that may currently be missing. The Governance Committee is tasked with developing a process to source, evaluate and recommend candidates to the Board.

The Board continued in Executive Session.