Minutes/2012-07-11


 * Wikimedia Foundation Board Meeting minutes
 * 11 July 2012


 * Present: Ting Chen (Chair), Jan-Bart de Vreede (Vice-Chair), Phoebe Ayers (Secretary), Stu West (Treasurer), Bishakha Datta, Samuel Klein, Arne Klempert, Patricio Lorente, Jimmy Wales, Kat Walsh, Alice Wiegand, Sue Gardner (Executive Director)


 * Present for most of the meeting: Matt Halprin (until 2 pm), Geoff Brigham (General Counsel), Kelly Kay (Deputy General Counsel), Joslyn Lewis (Board and ED Assistant)

The term 'existing board members/trustees' is used to indicate the Board as it existed prior to the appointment of Alice Wiegand and Patricio Lorente, who were both present at this meeting. Since their appointment was ratified towards the close of the meeting, they are referred to as prospective board members.

Ting opened the meeting at 9:00am on Wednesday 11 July, 2012.

Housekeeping
Minutes

Existing board members reviewed and voted on the minutes from four meetings between March and June 2012. These are published at: Minutes

Conflict of Interest disclosures

In accordance with WMF’s conflict of interest policy requiring annual disclosure, both existing and prospective board members completed and signed conflict of interest disclosure forms.

Other business
Appointed seats

After nearly 3 1/2 years serving on the WMF's Board of Trustees, Matt Halprin will not serve another term when his term expires on December 31st, 2012. The Board will begin a search to replace this appointed seat.

Delegation resolutions

Resolutions approving the delegation of banking authority and the delegation of financial and spending authority were reviewed and unanimously approved by the existing board.

These are published at: Resolution:Delegation of Banking Authority Resolution:Delegation of Financial and Spending Authority

Board visitor resolution

Existing board members unanimously voted to invite Doron Weber as a board visitor for 2012-13. This resolution is published at: Resolution:Board visitor - Doron Weber

Term limits resolution/Human Resources Committee charter

It was agreed that an online meeting will be held to discuss trustee term limits and that the HR Committee charter will be finalized for adoption at the October board meeting.

Personal image hiding feature resolution

Trustees voted on a resolution, proposed by Phoebe Ayers, to rescind the request to develop this feature. Discussions focused on the value of affirming user choice on the Wikimedia projects and the need for community interest and consensus in developing and enabling such features.

The final resolution is published at: Resolution:Personal Image Hiding Feature

The accompanying FAQ is published at: FAQ:Personal Image Hiding Feature

Funds Dissemination Committee
Trustees reviewed the proposal to set up the Funds Dissemination Committee (FDC), following up on the extensive discussion that had been held at previous Board meetings, the February fundraising meeting in Paris, and online with the community on Meta at Fundraising and funds dissemination

Ting Chen, Jan Bart de Vreede, and Stu West shared their experiences of being on the FDC Advisory Group. In her presentation to the Board, Sue Gardner emphasized that the role of the committee is to support programmatic excellence. Trustees approved the charter and the initial operations of the committee.

This resolution is published at: Resolution:Funds Dissemination Committee framework and initial operation

Annual Plan
Trustees reviewed the final 2012-13 annual plan, draft versions of which had previously been reviewed on-list and during IRC meetings in May and June. Minutes of these meetings are published at: Minutes: 7 May 2012 IRC Meeting Minutes: 6 June 2012 IRC Meeting

There was some difficulty in reaching consensus on approving the Annual Plan, with some trustees in favor of slowing down proposed growth to achieve greater focus, and others in favor of basing any adjustments to the annual plan on a review of the Foundation’s programs and strategic priorities. Most trustees agreed on the need for greater focus in the 2012-13 annual plan, given the breadth and complexity of the programs proposed to achieve our core strategic priorities. Trustees discussed with the executive director potential strategies for achieving greater focus in the coming year.

This is reflected in the final resolution approving the 2012-2013 Annual Plan, which is published at: Resolution:2012-2013 Annual Plan

Potential travel site
Geoff provided guidance to the entire Board on the Board's duty of undivided loyalty to act in the best interests of the Wikimedia Foundation, as well as Jimmy's recusal from any discussions on travel related projects at both Wikimedia and Wikia.com. The Board agreed to a limited waiver of the recusal to allow the founder to speak as an independent third party with a conflict of interest, rather then a trustee. Geoff also informed Board members that they must apply independent judgment in the consideration of any comments by Jimmy. The Board then had a discussion regarding the possibility of creating a new travel project under the foundation's umbrella without Jimmy present, at which no decision was made. It was agreed that this remains a community decision.

Appointments and officer elections
Existing trustees unanimously approved the Wikimedia Chapters’ Selections of Patricio Lorente and Alice Wiegand to the Board of Trustees. This resolution is published at:Resolution:Board appointments July 2012

Existing board members elected the following Trustees to officer positions for 2012-2013:
 * Kat Walsh - Chair
 * Jan-Bart de Vreede - Vice Chair
 * Stu West - Treasurer
 * Bishakha Datta - Executive Secretary

Committee appointments were postponed, to be discussed in an online process after the meeting.

Executive session
As good practice, the Board reserves time at every in-person meeting for an executive session without the Executive Director and her assistant present. In this session, the Board discussed the Annual Plan 2012-13.

The meeting was closed at 18:30 on July 11, 2012.