Minutes/2013-04-18

Wikimedia Foundation, Board Meeting Minutes

April 18 - 19, 2013


 * Location: Milan, Italy
 * Present: Kat Walsh (Chair), Jan-Bart de Vreede (Vice-Chair), Ting Chen, Bishakha Datta, Sam Klein, Patricio Lorente, Jimmy Wales, Stu West, and Alice Wiegand
 * Ting recused himself for portions of the meeting concerning the bylaw amendment and Executive Director transition
 * Present for most of the meeting: Sue Gardner (Executive Director), Stephen LaPorte (Legal Counsel, at the request of Geoff Brigham, Board Secretary), and Joslyn Lewis (Board and Executive Director Assistant).

Kat called the meeting to order at 9:12 AM on April 18, 2013.

Audit Committee report
The Audit Committee reported that, in March, the Audit Committee held its final meeting for the 2012-13 fiscal year, where it reviewed the Wikimedia Foundation's Form 990, finding it in order.

Board Governance Committee report
The Board Governance Committee presented the matters discussed at its April 17, 2013 meeting (minutes available on Meta). The Committee will begin working on a new Board Handbook in May. The Committee discussed methods of providing peer-review and assessment for members of the Board.

Guidelines on Potential Conflicts of interest
The Board considered the Guidelines on Potential Conflicts of Interest. After setting the effective date as April 18, 2013, the Board unanimously approved the policy.


 * Public Request for Comment: Guidelines on potential conflicts of interest
 * Resolution:Guidelines on potential conflicts of interest

Board Governance Committee Charter
Alice presented a revised charter for the Board Governance Committee. The Board discussed the charter, recommended some minor modifications, and scheduled the revised charter for a vote the next day.

Appointing Bishakha to the Board Governance Committee
After a short discussion, the Board unanimously voted to appoint Bishakha as a member of the Board Governance Committee.

Annual Plan Update
In March, Sue provided the first version of the Wikimedia Foundation 2013-14 Annual Plan for the Board’s input. In addition to the annual plan timeline, the Board took the opportunity to discuss the plan and ask Sue questions.

At this meeting, the Board discussed the decision to split the Product and Engineering departments, methods to ensure that the community has opportunities to provide input in the planning process, and schedule changes for the annual fundraiser campaign. The Board expressed general satisfaction with the current progress of the 2013-14 Annual Plan, and decided to continue discussing these topics by email following the meeting.

Guidelines for the Funds Dissemination Committee
The Board considered what sort of guidance it should provide to the Funds Dissemination Committee (“FDC”). The Board considered seven points that provide a framework for the FDC’s evaluations. The guidance included support of editors and contributors, ensuring appropriate impact relative to cost, ensuring good governance and financial controls, considering the appropriateness of institutionalization, encouraging diversified fundraising, and supporting editors in emerging geographies and languages.

The Board took these recommendations under consideration, and scheduled a vote for the next day.

Wikimedia Foundation's Participation in the FDC
The Board discussed how the Wikimedia Foundation should participate in the FDC. Particularly, the Board focused on how the Wikimedia Foundation should calculate its request from the FDC, and what type of reports the FDC should request from the Wikimedia Foundation.

After the discussion, Sue offered to prepare a short recommendation about the Wikimedia Foundation's participation in the FDC.

Strategy Committee Proposal
Sam introduced a proposal for a strategy committee. The proposed committee would work with a guiding group to encourage continuity between planning and long-term strategy. The committee would hold yearly meetings to develop a strategic plan and present its findings to the Board.

Trustees discussed the role of a strategy committee. Sue shared her perspective that strategic planning is a core responsibility of the Board of Trustees, and encouraged the Board to consider Board's previous experience with committee models, such as the Audit Committee and Movement Roles Committee. At the end of the Board’s discussion, the Board asked Sam to incorporate this input into his proposal and present the topic at the next Board meeting.

Guiding Principles
Sue presented a set of guiding principles for the Wikimedia Foundation. These principles were intended as a high-level summary of the beliefs and values of the Wikimedia Foundation. The Board suggested revisions to the document, and discussed how these principles apply to the Wikimedia Foundation’s previous actions.

The Board tabled the discussion and scheduled a vote for the document outside of the meeting.


 * Guiding Principles of the Wikimedia Foundation

Editor Retention
Ting presented a discussion on the topic of editor retention, with a focus on how we want users to interact with each other. Trustees discussed expansion into new projects, such as Wikivoyage; learning more about our contributor’s activity, such as the work done by the Editor Engagement Experiments Team; and other topics related to editor retention. Jimmy shared examples of editor retention topics discussed on English Wikipedia; Bishakha shared anecdotes from workshops in India; and Patricio contrasted the social dynamics on a large project, such as Spanish Wikipedia, to smaller Wikipedias.

Sue offered to provide an opportunity for the Board to continue this conversation with some of the Wikimedia Foundation staff who have experience working on editor retention.

After this discussion, Ting recused himself from the meeting.

Bylaw Change
The Board considered the need to amend the Bylaws, Article IV, Section 6, to ensure that the Board can function with fewer than nine members. The Board decided to present the bylaw change for community consultation before taking a vote.


 * Community consultation on Meta

Board Governance Committee Charter
Alice presented a revised copy of a new Board Governance Committee Charter. The trustees present approved the revised charter.


 * Resolution:Approving the revised Board Governance Committee Charter

Guidance for the FDC
The Board resumed its discussion on the guidance that it will provide the FDC. The trustees present approved the following guidance:

We have greatly appreciated the inaugural FDC’s hard work since September 2012, and the leadership it is offering the Wikimedia movement through recommendations and opinions on the effective allocation of movement resources. We are privileged to have the resources we do, and we are grateful to the Wikimedia movement’s generous donors. With privilege comes responsibility: we owe it to our community of contributors, readers and donors to use resources as thoughtfully as possible, to achieve the highest possible impact in the pursuit of our vision.[1]

As we move forward, we would like to offer our guidance to the FDC on some of the issues that we see playing out in the movement currently that have critical implications for our shared future. We believe the FDC is well-positioned to use this guidance as inputs into its deliberations, and to offer the movement its own thinking and reflections on these issues. Some of this guidance is in the nature of questions that we are asking ourselves; we believe that we as a movement will develop answers together.

We intend to send this type of guidance to the FDC regularly, probably every year at this time. The purpose of the guidance is to tell the FDC what we think should be its major points of consideration as it considers funding requests. All the points below are important to us. We are wary of giving the FDC too much direction, in part because we don't want to set up a system in which fund-seeking entities are encouraged to create plans which they believe will successfully secure them funding but to which they aren't truly committed, and also because we do not expect or want immediate, radical changes to funding decisions as a result of this input, nor do we believe that these are the only considerations the FDC should weigh. Having said that, we believe it's our responsibility to give the FDC guidance, and we do hope what we say here will directly inform its work and influence its decisions.

1. We should support editors and contributors to Wikimedia projects as directly and as effectively as possible, in editors' and contributors' pursuit of the mission.

We have generous donors from around the world who give to Wikipedia and its sister projects because they find the material in our projects valuable. That material is created and shared through the efforts of a global community of article writers, copy editors, photographers, administrators, page patrollers, quality assessors, translators, wiki-gnomes, help-desk staffers, developers, bot creators, and many others. Those are the people who create the value in the projects, and they are why donors give us money. As we build up the Wikimedia Foundation’s grantmaking capabilities, we should ask ourselves to what extent our funding is directly supporting the work of creating and improving the projects, in pursuit of the Wikimedia mission. Editors are at the heart of the Wikimedia movement: is there more we can do to directly support their work? Is too much money going to a narrow slice of the community focused on outreach and partnerships, and should a greater share of total funding be dedicated to directly supporting on-wiki activity? We know our biggest challenge as a movement is editor retention: who is best positioned to tackle this tough problem? What work is showing promise and what is not? What will achieve impact at scale, and what won’t? Are we dedicating a sufficient proportion of resources overall to this difficult problem?

2. We should serve different constituent elements of our movement through our grantmaking.

As the movement grows, we should ensure that movement resources are serving multiple levels and elements of our movement, including individual contributors, administrators, developers, user groups, thematic organizations and emerging chapters, as well as more established chapters. What is the current balance of Wikimedia Foundation grantmaking overall, and should it be shifted? Where does funding achieve the greatest impact relative to cost? Where are costs high and impact low? Where does it make sense for us to invest further, or invest less?

3. We should be mindful that our funding needs to follow actual impact and innovation, and we should aim to build a shared culture of learning.

While we are still learning what kind of programs and strategies lead to high impact in our movement, we believe that a shared culture of evaluating our work should help us make the right decisions about where resources should be invested for the maximum possible impact. We do not need to be extremist about what this implies - gains can be defined differently based on context - but we do need to be honest and accountable. Entities should get funding insofar as they can demonstrate that their activities are helping to achieve the mission, or that their activities plausibly may help. Proportionality is key: smaller grants can support what might be risky but exciting new work, but larger grants need to be based on a strong rationale, a solid track record of past and future performance and a clear focus on high impact work, rather than a menu of different approaches. Where is the Wikimedia movement achieving real strategic impact, and where is it not? Where is experimentation happening and results being captured and shared? How can funding encourage innovation, adaptability and results? How can funding decisions encourage entities to focus on what they do best? Ultimately, how do we innovate, adapt and scale programs and strategies that have the greatest positive impact?

The Wikimedia Foundation recently carried out a Narrowing Focus exercise in which it reviewed its activities and discarded those that were either not achieving strong results or which seemed peripheral to its core work. It believes Narrowing Focus has helped it achieve better results by enabling it to concentrate its resources on a smaller number of activities, rather than scattering its efforts across multiple activities. Should other Wikimedia entities consider carrying out similar self-reflection?

4. We should ensure good governance, effective leadership and strong financial management of our movement resources.

Entities and individuals who are receiving movement resources are likely to succeed in creating a virtuous cycle of investment and impact through establishing practices of good governance, transparency and accountability.[2] Effective leadership by entities - whether formally established or more informal in their organizational structure - ensures their finances are public and well managed, that their programs are focused, well-designed and reliable, that they are learning from their own histories and from others in the movement, that they are creating strong partnerships that will build content and community, and that their communications and relationships with each other and the rest of the community are respectful, professional and transparent. In particular, any of us who are seeking or handling movement resources need to disclose and resolve conflicts of interest in a spirit of trust and openness.

5. We should not reflexively bear the costs of institutionalization, without knowing that there are clear gains for the movement.

A high proportion of movement resources is currently being spent on the ‘institutionalisation’ of our movement - with volunteer-driven virtual organizations moving towards staff-led brick-and-mortar institutions. This is not always a bad thing; a well-managed shift to some staff support can help a volunteer community retain its enthusiasm and energy for on wiki work and off wiki engagement. However, when corporate structures are established and full-time staff is hired, both costs and scrutiny go up dramatically (e.g., there is a requirement for office space and equipment, salaries, legal and audit fees), and sometimes volunteers shift from programmatic to bureaucratic functions. In addition, in comparison with other non-profits, the rates of growth of some of our movement entities seems very swift,[3] and it’s possible that commitments are being made before potential or actual value has been proven. Bigger is not always better. As some entities shift from being volunteer-driven to staff-driven, are we seeing impact on the projects that warrants the investment? Are we seeing - or are we likely to see - a dramatic increase in community growth, editor retention or content creation commensurate with spending? Is it possible that there are other more imaginative ways to use this money, other than establishing official organizations with paid staff around the world? Most importantly, is there an inertia of institutionalization that will set in, whereupon we continue to spend our resources far more on staffing up small organizations than on directly supporting the work of our extensive global community? How do we ensure an effective balance between staff and volunteers, so that volunteer burnout is mitigated by staff support, but volunteer energies continue to lead growth in our community? It will always be difficult to halt or reverse growth strategies based on heavy staffing. We should not be afraid to ask FDC grant applicants to reconsider institutionalizing, or to decide to grow more slowly, thoughtfully and deliberately, with time built in for assessment and reflection, in their early stages of institutionalisation. In giving this guidance to the FDC, we do not expect an immediate shift in direction, but we do ask both the FDC and fund-seeking entities to explore to what extent our current path towards increasingly staff-dependent organizations is the right or best one for the Wikimedia movement.

6. We should ensure the diversification of funding for our movement, and not rely solely on movement resources through our annual fundraiser.

With the generosity of our donors, we operate in a context of high privilege in which money is not a barrier to growth and development. Indeed, we worry that too much money to the wrong programs may be as dangerous as too little money to the right programs. Growing at a rapid rate without strategic focus can lead to unreasonable or unattainable expectations within an organization and its communities. Movement entities should also not feel entitled to movement resources without clear and established outcomes for our community. In addition, it should also mean that movement entities with the ability to fundraise independently, should seek to diversify their funding base in order to create a sustainable, scalable strategy for their own growth. This is a good way to help ensure we don’t accidentally fund organizations faster than their capabilities suggest they should be funded, because it means their growth will be partly constrained by their ability to persuade other entities their work is valuable.

7. We should increase our support to high potential emerging geographies, communities and languages - in particular, Global South communities and women contributors.

WMF grantmaking in the Global South is currently less than 5% of our total global grantmaking in dollars. Yet the growth of non-English communities and project material is critical for a vigorous and energetic long-term future for the projects, and indeed, it is one of the top priorities developed by the movement through our strategic planning process. Female editors are estimated to be 9% of the total number of cotributors on Wikipedia and attracting a larger number of female editors is also one of our top priorities, and yet we currently only have scattered attempts throughout our movement to grow our number of female editors. In order to offer our readers the sum total of all human knowledge, we need to strengthen the presence and active participation of women contributors and global South communities. This is not just right, it’s necessary. In asking the FDC to make this a key consideration in its decision-making, we are not requesting an immediate and dramatic shift in where the funding flows, but we do want to acknowledge the gap between intention and reality and urge the FDC to give consideration to how its activities might help to close it.

[1] WMF Board resolution on Organizational Best Practices, March 2012. Resolution:Organizational best practices [2] Movement governance recommendations are highlighted in a blog post In March 2013 by WMF General Counsel, Geoff Brigham. http://blog.wikimedia.org/2013/03/19/movement-governance-recommendations/ [3] The 2013 State of the Sector Survey results by the Nonprofit Finance Fund show that 60% of surveyed non-profits anticipate ending 2013 with either a deficit or breaking even; only 25% reported any operating surplus. http://survey.nonprofitfinancefund.org/2013/#respondents,demand,finhealth,actions,gov,data,engagement,perceptions

The Board asked for this guidance to be shared with the FDC.

Discussion on Trustee Candidates
The Board reviewed a list of trustee candidates and arranged additional interviews. It was decided to give the top candidate an opportunity to interact with multiple members of the Board as well as groups of community members, before making a decision.

Fundraising Agreements
Sue updated the Board on the chapter fundraising agreements for 2013-14.

Transition Update
Stephen and Joslyn were excused from the room for the remainder of the meeting.

Sue updated the Board on the progress of the Executive Director transition, and the Board provided guidance for the transition team.

Executive Session
Ting rejoined the meeting, and the Board held an executive session without the Executive Director or other staff present.

The meeting closed at approximately 4:00 PM on April 19, 2013.