Minutes/October 6-7, 2007

Meetings/October 6-7, 2007

St. Petersburg, Florida
Minutes recorded by: Erik Möller, Executive Secretary

October 6, 2007

 * Board members present: Florence Devouard, Kat Walsh, Jimmy Wales, Jan-Bart de Vreede, Erik Möller, Frieda Brioschi (not attending: Michael Davis)
 * Quorum: Yes
 * Also present (except for section 7): Sue Gardner
 * Present during section 1) and 2): Mike Godwin, General Counsel

1) Brief review of conflict-of-interest statements.

All appear to be up-to-date.

2) Trademarks.


 * Presentation: [[Media:WMF Trademarks.pdf]] (on board wiki)

Mike Godwin gives an analysis of the WMF's trademark situation and future strategy.

Questions & comments:


 * What about non-English names? All those should be licensed as well.
 * Tiered strategy? (Erik forwards Minutes/November 29-30 2006 about previous discussion for Mike to review.)
 * Can we avoid dilution of the mark and at the same time be liberal in licensing it freely e.g. to non-profits? Absolutely.
 * Is there an issue with promotion e.g. web buttons? Not really, grant of use is implicit.
 * General agreement that WMF does not want to enforce trademarks e.g. in cases of legitimate commentary, both for ethical & PR reasons.

3) Executive Report by Sue Gardner.


 * Main presentation: [[Media:Update Board of Trustees October 2007.pdf]] (on board wiki)
 * Handout: [[Media:Biz Dev Decision Flowchart.pdf]] (on board wiki)
 * Handout: [[Media:Volunteer Analysis FINAL.pdf]] (on board wiki)

Some extensive discussion in particular centered on the organizational chart and its likely future evolution.

General agreement that the chapters role in particular is currently too much in conflict with other roles.

4) Policy approvals.

Resolution:Travel approvals policy

Resolution:Donor privacy policy

AGREED in this context: checks should be anonymous by default.

Resolution:Code of conduct

AGREED: A separate policy on speaking fees is needed; specifics about this were removed from the code.

5) Audit committee:

AGREED: After the appointment of a new treasurer, additional authority related to financial controls will be formally delegated to the audit committee.

6) Meeting with Larry Biddle.

Non-profit fundraising expert, who also worked on the Howard Dean US Presidential Election Fundraiser. Has raised more than USD 300M for non-profits.

Brainstorming about different aspects of the upcoming fundraiser, no specific actions agreed upon.

7) (Without Sue Gardner.) Discussion of Sue's job performance.

AGREED: ED Committee with Jan-Bart, Florence, Erik to review performance formally. Jan-Bart likely to be chair.

Brief informal exchange of perceptions.

info removed from public view

8) (Sue rejoins.) Presentation by Erik about the information architecture of WMF. (Jimmy leaves shortly before the beginning of the discussion part.)


 * Presentation: [[Media:Information Architecture October 2007.pdf]] (on board wiki)

AGREED: Board-level view should focus on high level principles. Development of a statement of principles on tool use & practices (e.g. open source vs. proprietary tools) would be desirable.

AGREED: Revision of current practices is not a high operational priority.

October 7, 2007

 * Present: Kat, Frieda, Florence, Jan-Bart, Erik
 * Also present: Sue Gardner
 * Not present due to injury: Jimmy
 * Quorum: Yes

1) Advisory Board

Brief discussion of additions to the Advisory Board proposed by Advisory Board members.

AGREED: Advisory Board is about the right size.

AGREED: Current membership / new members to be re-evaluated in January

General observation that the role of the Chair is not currently filled very effectively - interaction & reporting more often done by Board members.

AGREED: Jan-Bart to talk to Angela about role of Chair & her ability to participate.

2) Treasurer


 * Hand-out: WMF Board member description: Treasurer

Due to Michael Davis' inability and/or unwillingness to continue to serve in the role, the position needs to be filled.

AGREED: Treasurer position to be announced through charity channels (Mona, Sue to advise)

AGREED: Legal review whether position should be filled in the interim. [This was quickly completed -- no need to fill the position immediately.]

AGREED: Treasurer Search Workgroup to work on document, finalize, post it, deal with responses, call individuals, set up meetings.

AGREED: Workgroup comprised of Erik, Florence, Kat.

3) Board terms

AGREED: Generally, appointed Board members are expected to serve several years -- no term limits.

AGREED: Appointed terms to remain at one year for now, but issue to re-examined with future Board.

AGREED: Board expansion to be postponed. (Add to public report.) Decision on election 2008 postponed to next Board meeting.

4) Employees elected to the Board

Brief discussion about whether there should be a waiting period for former employees / former Board members interested in running in a Board election or becoming part of the staff.


 * Jan-Bart, Erik, Frieda, Florence: symmetrical 6 months waiting period
 * Kat: 6 months waiting period for Board members only

AGREED: Resolutions to be drafted post-meeting on BoardWiki by Erik. [After consultation with Mike Godwin, will be drafted as a Bylaws revision.]

5) Reappointment

Board resolutions quickly taken, no substantial discussion:

Resolution:Jimmy Wales reappointment

Resolution:Jan-Bart de Vreede reappointment

6) Officer positions


 * Florence Devouard only candidate for Chair position.
 * Jan-Bart de Vreede only candidate for Vice Chair position.
 * Erik Möller only candidate for Executive Secretary position.

Board resolutions quickly taken, no substantial discussion:

Resolution:Board Chair term 2007-2008

Resolution:Board Vice Chair term 2008-2009

Resolution:Executive Secretary term 2007-2008

7) Communications session with Ruth-Ellen Soles.


 * Presentation: [[Media:Ruth-Ellen Soles-Media Training.pdf|Media Training by Ruth-Ellen Soles]]

Ruth-Ellen Soles is a communications consultant. She worked with Sue Gardner at the CBC as a spokesperson. In this session, Ruth-Ellen Soles gave basic communications advice, especially for interviews, and entered a broad discussion with the Board on these issues. No Board actions were agreed upon as a result.

8) Budget

Budget discussion with consultant Mona Venkateswaran, resulting in approval of the FY 2007-2008 budget.

This is the first properly planned budget in the history of the Wikimedia Foundation. It is understood to be tentative and contain a significant margin of error. Budget will be refined as data capture improves.

AGREED: More granular capture of accounting categories needed, e.g. Wikimania.

Resolution:Budget approval 2007

9) Financials discussion

some info removed

Finalized financial statements to be expected in early November.

10) Chapters discussion

Sue Gardner began the discussion by presenting a possible strategy to clarify the relationship between WMF and Wikimedia Chapters. The strategy outlines 4 types of relationships, essentially ranging from business development with revenue sharing over traditional non-profit activities to informal affiliations.


 * /Chapters summary as presented by Sue/

Far ranging discussion resulted, including the following points -


 * Kat: Will this result in a loss of independence for chapters?
 * Sue: The goal is to accurately describe the relationship between WMF and specific chapters, not to fundamentally redraw the purpose of chapters.
 * Erik: We should describe the relationships with different characteristics that can be freely combined, rather than as a staged model where a chapter can advance from the least formal to the most formal relationship.
 * Frieda: Chapters are currently underserved. Proposed model seems very one-sided: WMF receives work from chapters but not vice versa.
 * Florence: Shares concern about one-sidedness, in particular for fundraising efforts.

AGREED: Discussion stage still too early for a Board/Chapters Retreat to be likely to result in meaningful output. Therefore, December Chapter Retreat is canceled. (Frieda, Jan-Bart, Florence, Erik in favor; Kat abstains.)

AGREED: A systematic process of gathering feedback from the chapters on their expectations & perceived purpose should precede a strategy draft from WMF about the relationship with chapters. That strategy should at least be approved, if not drafted, by the Board.

11) Next meeting

AGREED: Next face-to-face meeting to take place in late February or early March. Extended online meeting to take place before then.