Minutes/2012-10-26

October 26-27, 2012


 * Board Trustees Present: Kat Walsh (Chair), Jan-Bart de Vreede (Vice-Chair), Bishakha Datta (Secretary), Stu West (Treasurer), Ting Chen, Matt Halprin, Samuel Klein, Patricio Lorente, Jimmy Wales and Alice Wiegand
 * Non-Trustees Present for most of the meeting: Sue Gardner (Executive Director), Geoff Brigham (General Counsel), Kelly Kay (Deputy General Counsel), Joslyn Lewis (Board and ED Assistant)

The Chair opened the meeting at 09:15 on Friday October 26, 2012. Jimmy sent regrets for the morning session.

Minutes
Bishakha presented the July 11, 2012 minutes to the Board for approval. The Board took the minutes as read and approved them unanimously.


 * July 11, 2012 Minutes

Update on bank accounts
Kelly informed the Board that since the last meeting an agreement was signed with JP Morgan to allow for the online management of the Foundation multi-currency bank accounts.

Meeting dates for next year
The Board discussed and decided on the meeting dates for the coming year.


 * February 1st & 2nd in San Francisco.


 * April 18th & 19th in Milan to coincide with the Chapters meeting scheduled for April 19th, 20th, 21st and FDC meeting scheduled for April 20th & 21st.


 * August 6th & 7th in Hong Kong to coincide with Wikimania scheduled for August 7th-11th.

The finalized dates are published here.

Legal Fees Assistance Program
Geoff presented the proposed Legal Fees Assistance Program. Geoff provided details of the program to the Board, including benefits to the community and potential costs to the Foundation. Geoff recommended the Board approve the program.

The Board discussed the program and approved it unanimously.


 * Program: Legal Fees Assistance Program.
 * RfC: Request for comment/Legal Fees Assistance Program.
 * Resolution:Legal Fees Assistance Program.

Audit Committee Charter
Kelly and Stu presented proposed modifications to the Audit Committee Charter previously presented to the Audit Committee at their September meeting. The Board approved the revised charter unanimously.


 * Charter:WMF Audit Committee Charter.
 * Resolution:Audit Committee Charter.

HR Committee Charter
Jan-Bart presented the draft HR Committee Charter revisions originally proposed at the March meeting. The Board discussed the qualifications and experience requirements for the committee members. It was decided to require at least one committee member to have management experience. In addition, it was determined that there should be at least two trustees appointed to the committee and one alternate. As a result, the proposed Charter was modified and approved unanimously.


 * Charter: WMF HR Committee Charter.
 * Resolution:HR Committee Charter.

Committee appointments
The Board members present discussed the Board committee appointments. The Chair called for votes on the proposed committee appointments as follows:

Governance Committee (Unanimously approved)
 * Chair: Alice
 * Members: Kat & Ting

HR Committee (Unanimously approved)
 * Chair: Jan-Bart
 * Members: Kat & Alice

Audit Committee (Unanimously approved)
 * Chair: Stu
 * Member: SJ
 * Alternate: Kat

Affiliations Committee (Unanimously approved)
 * Liaisons: Bishakha & Patricio

FDC (Previously decided)
 * Observers: Jan-Bart & Patricio

Election Committee
 * The Board discussed the timing and approach to appointing a liaison to the Election Committee. The Governance committee was asked to set a date for naming a liaison and setting a timeline for the committee.


 * Resolution:Committee appointments.

Board duties & governance training
Kelly provided the Board with an update on their governance duties and a procedural primer. It was proposed that this primer be presented to all new Trustees when they join the Board. The Board discussed procedures and roles and ways to be more efficient.


 * Presentation: Board governance primer.

Use of resolutions
The Board discussed its use of resolutions and the possibility that it 'over-resolves' - using resolutions where less formal decisions would suffice and could be more flexible. It was decided that the Chair would write a public letter explaining any changes in the Board's approach.

Proposed Bylaws modification
Kelly presented a proposed modification to the Bylaws for discussion. Most of the modifications were minor legal changes to ensure compliance with Florida non-profit laws, including the formal interpretation of abstentions.

The one substantive change proposed was making the Secretary and Treasurer roles staff officer positions overseen by the Board, to offload paperwork and administration to staff and reserve Board time for higher-level discussions.

Jimmy joined at 12:30pm.

The Board discussed the revisions and their impact. This focused primarily on the roles of officers, Board Committee members, and individual trustees, including which current roles of the Treasurer would be picked up by the Audit Committee chair or other Trustees.

The Board determined it would improve Board governance to have two tiers of officer position: Board Officers (Chair, Vice-Chair, and Committee Chairs) and staff-level officer positions: Secretary, Treasurer, and Executive Director. Staff officer positions would be subject to the direction and control of the Board, and would help implement the Board’s directions. For clarity, all of these positions would be mentioned in the Bylaws.

At the conclusion of discussions, the Board unanimously approved a revision to the Bylaws.


 * Revised Bylaws.
 * Resolution:Amended Bylaws.

Appointments and officer positions
As a result of the Bylaws revision, newly created staff officer positions required appointment. The current Treasurer and Secretary, along with the rest of the Board, indicated a desire to appoint staff officers at this meeting. Stu West stepped down as the Treasurer and Bishakha Datta stepped down as Executive Secretary, as of the end of the meeting.

It was noted that the CFO and Counsel often serve as Treasurer and Secretary of organizations, thanks to the overlap in duties. The Chair proposed the following staff officers, which were unanimously approved:


 * Executive Director: Sue Gardner
 * Treasurer: Garfield Byrd
 * Secretary: Geoff Brigham

Narrowing Focus
Senior staff members joined the meeting (Garfield Byrd, Erik Moeller, Frank Schulenburg, Anasuya Sengupta and Gayle Young). Sue introduced the team and outlined her objectives for focusing the Foundation's activities, as discussed with the Board in the July meeting.

As requested by the Board in the resolution approving the 2012-2013 Annual Plan, Sue provided a presentation to the Board on narrowing the focus of Foundation efforts.

This included revised priorities for 2012-2013, and specific recommendations for future direction. She noted that this had come out of broad discussion within the organization, and that the recommendations had been developed publicly on Meta.

The Board discussed the implications with Sue and staff, and the clarified direction and recommendations were unanimously supported by the Board.


 * Presentation: Narrowing Focus

Farewell and Thank You to Matt Halprin
Since this was to be the last in-person meeting during Matt Halprin’s term, the Chair and Board thanked Matt warmly for his years of service and expertise.

Reconvening
The Board adjourned at 17:00, and reconvened on Saturday October 27, at 09:00.

Matt and Jimmy could not attend on Saturday and sent their regrets. All other Board members were present.

Executive session
The Board held an executive session. The Board reserves time for such a session at every in-person meeting, without the Executive Director or staff members, and without public minutes.

At the conclusion of the executive session, the Chair asked Sue, Kelly, Geoff and Joslyn to rejoin the meeting.

Reflections on the Board retreat
Gayle Young joined the meeting to facilitate the discussion. The Board discussed their impressions and feedback on the culture study and on the retreat overall, and thanked Gayle for organizing it. It was noted that the retreat was particularly helpful for Board unity and strategizing, and that time should be made for something similar next year.

Patricio excused himself from the meeting at 11:30.

Search for a new Board member
The Board discussed its current composition, what experience and expertise to look for in a new Trustee, and processes for locating potential candidates to fill the appointed seat being vacated by Matt. It was decided that an external firm will be engaged to locate candidates for consideration, with a call for community suggestions and participation.

A tentative timeline was proposed for final Trustee interviews and selection by the April Board meeting.

Narrowing Focus continued
A second discussion on narrowing focus was held. The Board and ED addressed the specific costs and benefits of the plan, and the short-term timing and effects on the organization and movement.

The Chair adjourned the meeting at 15:00.