Minutes/July 8, 2010

The Wikimedia Foundation Board of Trustees Meeting Minutes

July 8, 2010

Gdańsk, Poland

Prepared By: James Owen, Executive Assistant to the Executive Director

=Call to Order:=

The Board of Trustees of the Wikimedia Foundation met for its regularly schedule quarterly meeting on Thursday, July 8, 2010 at 09:00 CEST in the Radisson Blu - Gdansk, Poland.

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

Others Present For All or Part of the Meeting:
 * Sue Gardner- Wikimedia Foundation; Executive Director
 * James T. Owen- Wikimedia Foundation; Executive Assistant to the Executive Director
 * Barry Newstead- Wikimedia Foundation; Chief Global Development Officer
 * Eugene Kim- Wikimedia Foundation; Strategic Planning Project Manager
 * Philippe Beaudette- Wikimedia Foundation; Strategic Planning Facilitator
 * Sal Giambanco- Omidyar Network; Partner

A quorum having been determined, the meeting was called to order at 09:05 by Chairman Michael Snow who presided over the meeting.

=Welcome & Housekeeping Items=

Michael Snow invited Barry Newstead, Eugene Kim, and Philippe Beaudette to briefly join the meeting to celebrate the completion of the year long strategy development project. The Board formally thanked the strategy team and the Wikimedia community members who participated in the development of the plan for their dedication throughout the process.

Sue Gardner briefly provided next steps for the approval of the 5-year strategy plan. Measures of success were address by the Board, it was determined that the Board would hold time during an IRC meeting in September to provide Sue with feedback on the measures. Two weeks prior to the IRC meeting Sue will provide the Board with the final plan and a document outlining measures and metrics. The Board will vote on the final plan as a consent agenda item during the October Board of Trustees meeting.

The Board determined the times and location for their 2010-2011 regularly scheduled meetings as follows:


 * October 8-9, 2010, San Francisco, California, USA
 * March 25-26, 2011, location determined by the Wikimedia Chapters Conference location
 * August 4, 2011, Haifa, Israel

The Board agreed to hold October 10-11, 2011 for a possible meeting in India.

=Board Governance Committee Report and Recommendations=

Matt Halprin as chair of the Governance Committee introduced Sal Giambanco and followed with a brief introduction to the scope of the committee's work. The Board discussed and agreed upon several key areas of Board governance and meeting structure.

Recommended Role, Tenure, Size
The Board of Trustees agreed the overall role of the Board is to serve the mission including all readers, non-readers and editors with their key responsibility to make strategic decisions, provide guidance, oversight for the Foundation (including financial), and to inform the community of board decisions.

The Board elected to apply the RASCI decision-making framework, and use committees effectively to ensure full board participation on critical issues. The committee suggested 2-year terms for both appointed and elected Trustees, after a robust discussion the Board delegated the Governance Committee to create recommendations for Board member evaluation to determine the effectiveness of appointed and elected Trustees. The Board also requested the Governance Committee determine an effective way to source replacement Trustees for appointed seats on an annual or bi-annual basis to reduce any lapse of time for vacant appointed seats.

The committee agreed to produce additional recommendations to be reviewed in the October Board of Trustees meeting, upon at which time the Board will finalize the term recommendation. The Board accepted the committee's recommendation that the Board stay at 10 Trustees, however they reserved the privilege to review an expansion in future years.

Operating and Meeting Procedures
The Board of Trustees agreed to reduce the number of face to face meetings to three in-person meetings for the coming year, and to host three other virtual meetings, either by phone, IRC, or a new method which will be determined by the Board Chair. One of the three in-person meetings will occur at Wikimania, the other two meetings will be two days on a Friday and Saturday.

The Board elected to test this new meeting schedule for one fiscal year. In the event the Trustees determine a need for more face-to-face meetings they reserved the right to increase the number or length of meetings in the future. The Trustees also discussed the possibility of holding a Board retreat during the 2010-2011 calender year. The Board Chair and Governance committee will consider this option before the next Board meeting.

The Board agreed that meeting agendas should be drafted by the Board Chair (or Committee Chair), and the Chair should prioritize order and time allocations to each agenda item. The agenda will be circulated at least one week in advance of IRC board meetings, and two weeks in advance of in-person meetings. The Chair holds responsibilities for effective Board meetings and time allocations.

Resolution and Voting Process
The Board unanimously approved a process for future resolutions and votes, by this resolution. The Chair of the Board reserves the right to divert from this procedure when necessary.

Recommended Committee Structures

 * The Board of Trustees agreed with the Governance Committee on the following committee structure items
 * Each committee should comprise up to three voting members of the Board of Trustees
 * Committees can contain non-Board members
 * Members on committees should ideally have skill sets that can contribute to the work of the committee
 * Trustees who are interested in a committee or in a leadership role on a committee can be assigned to learn/apprentice on a committee

The Board of Trustees agreed the following committees should exist or be created: Audit Committee, Human Resources Committee, and Board Governance Committee. The Board approved Stu West the Chair of the Audit Committee, Jan-Bart de Vreede Chair of the Human Resources Committee, and Matt Halprin Chair of the Board Governance Committee. The Board elected to review further committees in the future under the recommendations of the Board Governance Committee.

=Chapters Appointed Board Seat Approval=

Following the recommendation of the Wikimedia Chapters, the Board a) reappointed Arne Klempert to a 2-year term, and b) appointed Phoebe Ayers to a 2-year term.

=Board of Trustees Officer Elections=

The Board of Trustees elected the following Trustees to officer positions:


 * Ting Chen- Chair
 * Stu West- Vice Chair
 * Stu West- Treasurer
 * Samuel Klein- Executive Secretary

=Movement Roles=

Arne informed the Board that Jon Huggett was engaged as a consultant and project manager on the Movement Roles II project. The Board of Trustees voted to approve the creation of a Board workgroup to manage the movement roles project and develop recommendations that will lead to a formal resolutions to be considered by the Board of Trustees. Arne Klempert was appointed Chair of the workgroup with Bishakha Datta and Samuel Klein as participating members. The workgroup committed to presenting their first recommendations during the October Board of Trustees meeting.

=Executive Session=

During each Board meeting, as a good general practice, the Board stages an executive session. The Executive Director and her assistant are excused from executive session, and minutes are not kept.