Minutes/2012-03-30


 * Wikimedia Foundation Board meeting
 * March 30 – March 31, 2012
 * Present: Ting Chen (Chair), Jan-Bart de Vreede (Vice-Chair), Phoebe Ayers (Secretary), Stu West (Treasurer), Arne Klempert, Bishakha Datta, Matt Halprin, Samuel Klein, Jimmy Wales, and Kat Walsh

Also present for some or all of the meeting: Sue Gardner (Executive Director), Joslyn Lewis (Board and ED Assistant), Barry Newstead (Chief Global Development Officer), Laura Lanzerotti (Bridgespan consultant), Libbie Landles-Dowling (Bridgespan consultant).

Ting opened the meeting at 10:00am on Friday 30 March, 2012.

Housekeeping
Trustees reviewed open resolutions and the minutes from the February meeting (http://wikimediafoundation.org/wiki/Minutes/2012-02-03).

Trustees discussed a resolution on voting transparency which was proposed by Matt Halprin. The resolution called for individual Trustee votes to be published with each resolution. Discussion points included the value of transparency, versus the possibility of Trustees feeling like they might be less able to vote their consciences on controversial issues.
 * Voting transparency resolution

After discussion, a vote was held on the resolution and the resolution passed 10-0. The final resolution is published at: http://wikimediafoundation.org/wiki/Resolution:Board_of_Trustees_Voting_Transparency


 * Committee charters

Trustees reviewed the proposed charter for the Board Governance Committee, an internal Board committee that deals with appointments and governance. After discussion a vote was held on the resolution approving the charter and the resolution passed 10-0. The final resolution and charter is published at: http://wikimediafoundation.org/wiki/Resolution:Board_Governance_Committee_Charter

Funds dissemination and payment processing
Trustees discussed the issue of fundraising and funds dissemination, following up on the extensive discussion that had been held at previous Board meetings, the February fundraising meeting in Paris, and online with the community on Meta at http://meta.wikimedia.org/wiki/Fundraising_and_funds_dissemination

Trustees discussed the issue of chapters processing funds donated during the annual online fundraiser ("payment-processing"), and the general issue of funds dissemination throughout the Wikimedia movement. There was substantive difficulty in reaching consensus on this issue, with some Trustees in favor of no chapters or other entities other than the WMF payment-processing during the annual fundraiser, and other Trustees in favor of restricting payment-processing to a smaller group of entities who had previously fundraised, or leaving the question of which entities payment-processed during the fundraiser open based on which were able to meet strict fundraising criteria. Other points of discussion included what period of time the resolution should cover before revisiting the question of fundraising, what fundraising criteria were appropriate, and how fundraising operations would work with other changes such as creating a Funds Dissemination Committee (FDC).
 * Payment processing

Final consensus was reached on restricting payment processing to a maximum of the four chapters that have payment-processed in previous fundraisers and that qualified in 2011 (Wikimedia Deutschland, Wikimedia France, Wikimedia UK, and Wikimedia CH) until 2015, when the question will be reviewed again by the Board.

After discussion and drafting, a voice vote was held on the fundraising resolution. The resolution passed with 7 in favor, 1 opposed, and 2 abstaining. The final resolution regarding fundraising is published at: http://wikimediafoundation.org/wiki/Resolution:Fundraising_2012

The next day, the Board joined the Chapters meeting for a Q&A session about fundraising and the resolution.
 * State of the Chapters panel and Board Q&A

Funds Dissemination Committee
The Board discussed the proposed Funds Dissemination Committee (FDC). There was agreement that the FDC should be created.

After discussion and drafting, a vote was held on the resolution relating to the creation of the FDC. The resolution was passed 10-0. The final resolution is published at: http://wikimediafoundation.org/wiki/Resolution:Funds_Dissemination_Committee

For the second half of the FDC session, the Board was joined by representatives of Bridgespan, who are consulting on developing the FDC structure, and by Barry Newstead. The Bridgespan representatives interviewed the Board on design questions related to the FDC.

Movement roles
The Board discussed and voted on final resolutions for the movement roles project (http://meta.wikimedia.org/wiki/Movement_roles), as well as related resolutions.

The Board was presented with the results of the movement roles process, including the recommendation to expand Wikimedia recognition to new models of entities beyond geographically-based chapters. The Board discussed this recommendation, including the names of the various entities and how they might qualify.
 * New models

After discussion a vote was held on the resolution to recognize four models of affiliation for Wikimedia groups, and it passed 10-0. The final resolution is published at: http://wikimediafoundation.org/wiki/Resolution:Recognizing_Models_of_Affiliations

The Board discussed the idea of expanding the mandate of the Chapters Committee to make it an "affiliations committee", which would cover approvals of affiliated Wikimedia groups (as approved in the new models resolution) as well as chapters. This idea has been presented to the Chapters Committee by the Board liaisons. Points of discussion included what kind of support the new committee might need; it was noted that the committee chair should ask the WMF for budget and staff support if needed.
 * Affiliations committee

After discussion a vote was held on a resolution expanding the mandate of the Chapters Committee and it passed 10-0. The final resolution is published at: http://wikimediafoundation.org/wiki/Resolution:Affiliations_Committee

The Board also discussed and passed an amendment to the Chapter Committee Rules of Procedure, which had been suggested by the chair of that committee. A voice vote was held on the resolution to amend the Chapter Committee Rules of Procedure and it passed 10-0. The final resolution and amendments is published at: http://wikimediafoundation.org/wiki/Resolution:Amendment_to_Chapter_Committee_Rules_of_Procedure

The last piece of housekeeping relating to the Chapters Committee was to revise outstanding open-ended chapter approvals without signed chapter agreements; this only affected two chapters or potential chapters as of the meeting date. Both were informed. A voice vote was held on this resolution and it passed 10-0. The final resolution is published at: http://wikimediafoundation.org/wiki/Resolution:Revision_of_open-ended_Chapter_approvals


 * Committee and organizational best practices

In conjunction with movement roles, the Audit committee was tasked by the Board with preparing a set of "organizational best practices" to help guide all existing and potential Wikimedia organizations. The Board was presented with a draft of these practices, and after discussion and revision held a voice vote on a resolution to approve them, and it passed 10-0. The final resolution and best practices is published at: http://wikimediafoundation.org/wiki/Resolution:Organizational_best_practices

A related set of committee best practices drafted by the Board Governance Committee had been unanimously approved via an email vote prior to the meeting; the final resolution approving these best practices is published at: http://wikimediafoundation.org/wiki/Resolution:Committee_Standards

Executive session
Each meeting as a general good practice the Board meets in executive session without the Executive Director and her assistant present. The Board received and discussed a report from the HR committee. Minutes are not kept for this item.

The meeting was closed at 18:15 on March 31, 2012.