Minutes/October 8-9, 2010

The Wikimedia Foundation Board of Trustees Meeting Minutes

October 8-9, 2010

San Francisco, California, USA

Prepared By: James Owen, Executive Assistant & Board Liaison

Call to Order:
The Board of Trustees met for its regularly scheduled meeting on Friday and Saturday, October 8-9, 2010 at the Wikimedia Foundation office in San Francisco.

Trustees present were:


 * Ting Chen- Chair of the Board of Trustees
 * Stu West- Vice Chair and Treasurer of the Board of Trustees
 * Samuel Klein- Executive Secretary of the Board of Trustees
 * Jimmy Wales- Founder/Trustee
 * Jan-Bart de Vreede- Trustee
 * Kat Walsh- Trustee
 * Arne Klempert- Trustee
 * Matt Halprin- Trustee
 * Bishakha Datta- Trustee
 * Phoebe Ayers- Trustee

Others present for all or part of the meeting:


 * Sue Gardner- Wikimedia Foundation; Executive Director
 * James Owen- Wikimedia Foundation; Executive Assistant & Board Liaison
 * Erik Moeller- Wikimedia Foundation; Deputy Director
 * Barry Newstead- Wikimedia Foundation; Chief Global Development Officer
 * Zack Exley- Wikimedia Foundation; Chief Community Officer
 * Veronique Kessler- Wikimedia Foundation; Chief Financial and Operating Officer
 * Jim Schwarz- Consultant on Board evaluation, Board Source
 * Robert Harris- Consultant on the Controversial Content Project
 * Dory Harris- Consultant on the Controversial Content Project
 * Jon Hugget- Consultant on the Movement Roles Project
 * Austin Hair- Facilitator on the Movement Roles Project

A quorum having been determined, the meeting was called to order at 09:15 by Ting Chen, who presided over the meeting.

Welcome and Housekeeping Items
Ting Chen welcomed the Board and outlined the key items from the agenda. Samuel Klein provided a brief update on the state of the minutes- and note- taking process. Samuel noted the July 2010 meeting minutes were approved during the August 31, 2010 Board IRC meeting. No additional housekeeping items were addressed.

Governance Committee Update
Matt Halprin, Chair of the Board Governance Committee, provided a brief update on the progress of the Governance Committee. The BGC introduced a recommendation to standardize Trustee term lengths for all Trustees to two year terms. After a robust discussion the Board accepted this recommendation. It also directed the Governance Committee to develop a detailed set of recommendations around both balancing the term of appointed and community members and instituting processes for board member evaluation and replacement. The Board asked the Governance Committee to present details and recommendations to the Board prior to the end of the year.

Approved: Arne Klempert, Jimmy Wales, Kat Walsh, Phoebe Ayers, Samuel Klein, Ting Chen Recused: Bishakha Datta, Matt Halprin, Stu West, Jan-Bart de Vreede

The BGC recommended an evaluation process for Board members, to be carried out by Jim Schwarz of Board Source. Jim explained the process and how results would be shared. It was generally agreed that Trustee feedback would be made available to all trustees and the Executive Director. The Board chose to conduct annual evaluations by June of each year, starting next year.

= Chapters, Financial Controls, and Movement-Wide Transparency: =

Stu West led a discussion about chapters, financial controls and movement-wide transparency. The topic was first raised at a meeting of the Audit Committee, prompted by a desire to ensure financial and other controls are in place to appropriately steward the increased donations flowing into and throughout the Wikimedia movement. Erik Moeller, Barry Newstead, Veronique Kessler and Zack Exley joined the Board meeting for this agenda item. Stu laid out some basic information about the Wikimedia chapters, including an assessment of potential risks associated with current roles-and-responsibilities between chapters and the Wikimedia Foundation. This was followed by an extensive discussion, including the legal status of the chapters, current fundraising practices, and the current state of chapters’ reporting mechanisms for both activities and finances.

It was agreed that the Wikimedia movement should continue to actively refine and improve its financial practices, to achieve greater transparency, openness and accountability, and to mitigate risk to the movement. The Board agreed to promote transparency, openness and accountability, and passed a resolution on the fundraising principles guiding the Foundation and our movement:

Resolution: Wikimedia fundraising principles

Controversial Content
In May the Board had directed the ED to commission a study on controversial content. The recommendations stemming from the study were presented by Robert Harris and Dory Harris, the consultants hired to undertake it. They led a three-hour discussion of the study, and presented their observations and eleven recommendations.

Robert and Dory recommended that no changes be made to the manner in which text-based “controversial” content is handled in the Wikimedia projects, because the definitions and procedures currently in place to deal with this content are working. They also made a number of recommendations for action that falls within the bailiwick of the Wikimedia community: recommending that Wikimedia consider development of a Wikijunior project and that Commons admins consider how to improve implementation of some policies and how they are applied. And they recommended that the Foundation support technical developments to allow users to opt into a system that would let them to hide classes of images from their own view.

The Board welcomed the thoroughness and intelligence the Harrises brought to the work, and the care taken with this report, including the public presentation of the recommendations to the community and the highlighting of unresolved questions about Commons mission, scope, and growth rate.

The Board undertook an exercise to capture the level of agreement around the appropriateness of each recommendation. Half of them were uncontroversial, while others required further discussion. To further this discussion beyond the meeting, the Board set up a working group led by Jan-Bart (as group Chair), Phoebe and Kat, to work with Robert and Dory to identify next steps. The Board asked this working group to make an initial report to the Board by November 6, 2010.

Executive Session
During each Board meeting, as general good practice, the Board holds an executive session without the Executive Director and her assistant.

Movement Roles
The Movement Roles working group led by Arne Klempert presented an update on its current work and a proposal for the coming year. Jon Huggett and Austin Hair joined for a discussion of the progress made by the working group to date. The Board reviewed the proposal and approved the direction of this group, and encouraged all interested parties, particularly chapters and other stakeholders outlined in the proposal, to engage in the process.

Proposal: Movement roles working group/Proposal

Strategy Update and Review
Sue Gardner presented the Board with the final version of the Wikimedia Foundation's 2010-2015 strategy plan. The Board reviewed the document and held brief discussions on the publication and distribution of the final plan. The Board thanked Sue and the Wikimedia community for their dedication and commitment to the Strategy development project.

Resolution: Strategy project

Introduction to Community and Community Health
Samuel briefly introduced the Board to a discussion on community and community health. This included a discussion about the development of a policy prohibiting on and off-wiki harassment of Wikimedia project participants, and addressing aggressive global behaviors. Phoebe offered to work with the Foundation's community department and Wikimedia community members to develop a draft policy and to obtain feedback and support. The Board acknowledged the importance of community health as a topic for further evaluation before adjourning.