WMF Board Governance Committee/Minutes 01-31-2013

Wikimedia Foundation Board of Trustees, Governance Committee

Location: San Francisco, CA January 31, 2013, 6:00PM - 7:10PM In attendance: Alice (Committee Chair), Kat (Board Chair), Bishakha (Guest), Ting, Geoff (Secretary), Stephen

Alice called the meeting to order at 6:00PM.

Alice welcomed those in attendance, and explained the purpose of the meeting. She referred to the Committee's public agenda for 2012-2013, available at WMF Board Governance Committee/Agenda 2012-2013. Trustees discussed the Committee's annual agenda, including the Committee member responsible for each item.

Board-selected trustee position
Kat updated the Committee on the search for new candidates for the Board-selected position open on the Board of Trustees.

Self evaluations
The Committee discussed the self-evaluation procedure for the next year, noting their experiences from previous years. Alice suggested that she arrange the self-evaluation procedure for this year.

Community-selected Trustees
Ting updated the Committee on applications for the election committee which oversees the process for the community-elected positions on the Board of Trustees.

Rules and procedure
Alice discussed the need to document the Board of Trustee's procedure for routine actions in an relatively-short non-technical format.

Transparency
The Committee discussed the need for the Board of Trustees to increase transparency while maintaining necessary privacy. The Committee discussed a protocol to ensure that an agenda is published before Board meetings.

Roles and responsibilities
The Committee discussed the need to clarify the role of the Secretary of the Board of Trustees.

Charter
Alice summarized the work completed on a preliminary draft of a revised Governance Committee Charter. There are still outstanding questions, which are under consultation with the legal team. The revised charter was identified as a priority for the Committee's next meeting.

Advisory Board
The Committee discussed the role and purpose of the Advisory Board.

The meeting concluded at 7:10 PM.