Minutes/2011-10-07

The Wikimedia Foundation Board of Trustees Meeting Minutes October 7–8, 2011 San Francisco, California Prepared By: Phoebe Ayers, Secretary

The Board of Trustees of the Wikimedia Foundation met for its regularly scheduled meeting on Friday and Saturday, October 7–8, 2011 at the Wikimedia Foundation offices in San Francisco, California.

Trustees present:
 * Ting Chen – Chair
 * Jan-Bart de Vreede – Vice-Chair
 * Stu West – Treasurer
 * Phoebe Ayers – Secretary
 * Jimmy Wales – Founder/Trustee
 * Kat Walsh – Trustee
 * Arne Klempert – Trustee
 * Matt Halprin – Trustee
 * Bishakha Datta – Trustee
 * Samuel Klein – Trustee (Friday only)

Others present for all or part of the meeting:
 * Sue Gardner – Wikimedia Foundation Executive Director
 * Jon Huggett – Consultant for the Movement Roles Project
 * Garfield Byrd – Wikimedia Foundation Chief of Finance and Administration
 * Doron Weber – Sloan Foundation, Board visitor

Welcome and Housekeeping Items

A quorum was determined, and the meeting was called to order at 09:10 by the Chair who presided over the meeting. Ting discussed the schedule for the two-day meeting and gave an overview of the items to be discussed, and welcomed Doron Weber, our first Board visitor.

Personal update: each Trustee took a few minutes to give an update on their work and personal lives since the last meeting. Formal minutes for this agenda item were not kept.

The minutes from the last online IRC meeting on August 28, 2011 were formally approved, 10–0.

Discussion of the Audit

Garfield Byrd, the new Chief of Finance and Administration for the Wikimedia Foundation, was introduced to the Board, and stayed for the auditing item introduced by Stu West.

Stu presented the Audit committee report and the preliminary 2010–2011 financial statements, which the Board reviewed. The staff will publicly post the audit report when it is finalized over the next few weeks. Stu reported that the Audit Committee has met to review the results of the audited statements, that there were no surprises, and that the process went well. He also noted that the audit was completed a few weeks sooner than had been expected, which is a good sign of a mature, well-functioning finance organization. Additionally Stu noted that KPMG has had the same partner on our account for the past three years and that the continuity in independent outside Audit review was valuable.

The Audit Committee membership will be the same this year as it was last year. There was some discussion about how to encourage further community involvement in the audit committee, as well as how to how to share best practices among all organizations in the movement. Ideas included inviting observers, having an educational session at the chapters meeting about the audit, and building relationships with chapter audit committees. Stu also began a financial reports page, at http://meta.wikimedia.org/wiki/Financial_reports, to try and build community momentum around improved financial transparency/reporting.

It was also noted that Charity Navigator, a U.S. based online reviewer of non-profits, had recently improved its rating methodology and given the Foundation the top possible rating of 4-stars, including the top possible 4-star rating in the two subcategories: Financial Performance and Accountability & Transparency.

A corporate authorized approvers resolution giving Garfield Byrd access to a Wikimedia Foundation bank account was approved, 10–0.

Fundraising update

Sue gave an informational update on the 2011 fundraiser progress, focusing on discussions with chapters and reviewing the status of WMF agreements with fundraising or potentially fundraising chapters.

It was noted that discussing how the money comes in and how the money goes out are two separate issues that have sometimes been conflated, and there was discussion of the new chapter program plans.

Sue noted that the WMF annual plan that she develops next year will likely break out which expenses are specifically “core” — that is, necessary to keep the projects running.

Future fundraising models

The next discussion was led by Jan-Bart and focused on the process for developing future fundraising models, for 2012 and beyond. This part of the discussion, which was continued on Saturday, focused on process; the proposed process was reported in a letter to the community at: http://meta.wikimedia.org/wiki/Fundraising_Discussion. The process as proposed and approved will include the board taking responsibility for and leading community discussion around criteria for judging potential fundraising models, and then asking the executive director to come up with a shortlist of specific scenarios and rating them against the criteria, as well as gathering input from stakeholders. The Meta pages will be a primary mechanism for community input.

A topic of discussion included who is or should be responsible for compliance with local reporting regulations and due diligence around disclosure. It was noted that peer review was a major recommendation coming out of the movement roles process and that this seems like the most sustainable way to ensure compliance. It was noted that disclosure can be an issue and we need to build an atmosphere of open and constructive feedback among all the entities in the movement.

Board Governance

Matt, chair of the Board Governance Committee, led a discussion on two items: board effectiveness and composition, and term limits.

Before the meeting, Trustees submitted quick, anonymous feedback in a survey on how they would prioritize various characteristics and skills for board new members. The results were reviewed and discussed at the meeting. The priority areas for the future are ethnic/multi-lingual diversity, gender diversity, and geographic diversity. The most important criteria was board effectiveness and ability to work together, which the board rated itself well on. There was then a discussion about whether the board needed to bring in additional or different skills and expertise to serve the board appropriately over the next few years. There followed a round-robin discussion about the pros and cons of board expansion and term limits. There was consensus that the current board size is working well, but that the Board needs to work on the issue of diversity in the next 15 months, including potentially identifying good Board members. There was also an idea about making the advisory board more active to help bring in more perspectives.

There then followed a discussion of term limits. It was noted that term limits are a means to an end (of ensuring turnover), not an end in themselves. All were in favor of exploring the idea of term limits as a way to ensure new perspectives and diversity on the Board; the BGC will make a recommendation on the subject to the Board in the coming weeks.

Finally there was discussion about whether to renew Jan-Bart and Stu, two appointed trustees whose terms are up in December. This was followed by a vote, with 6 in favor of Jan-Bart and Stu being reappointed for two years. The four appointed trustees abstained from the vote, as they have done from prior votes around appointments.

Movement Roles

Sam led a discussion of movement roles. He described the movement roles process to date, and how the process was designed. He outlined three recommendations from the movement roles group to the Board on identity and affiliation:


 * Endorsing a movement charter: http://meta.wikimedia.org/wiki/Movement_roles_project/charter
 * Endorsing three new models for organizations, in addition to the current Chapters: partner organizations, informal associations and affiliates
 * Appointing an Affiliations Committee, which would include members from the Board, to expand on the current Chapters Committee model by working with all types of Wikimedia organizations.

There followed an extensive discussion about the recommendations, in particular the charter and the affiliations committee. The board was generally positive about the direction movement roles has taken, including the new models. It was agreed that the board should approve the final proposed framework of new models.

Sam noted that the movement charter is designed to articulate shared values for all organizations within Wikimedia, and serves as a pledge to remain open, sharing both successes and failures with other parts of the movement. There was some discussion about whether the charter should serve as a legalistic, bylaws-type document, or as a statement of principle. It was noted that the INGO principles referred to should be folded into the main charter, and that in general the charter needs some more work before approval.

The Board planned to have a separate online meeting later in the month, to work on text to recognize new models, and to discuss creation of an affiliations committee and facilitating public discussion of a charter.

Saturday, October 8, 2011

Controversial Content discussion

Phoebe led a discussion of controversial content. She began by giving an overview of what has happened and community discussions since the Board passed a resolution on the subject in May, and covered referendum results and controversy. The Board then had a round-robin discussion around next steps.

Sue presented a proposal: that the Board send a letter to the community acknowledging opposition to the filter idea; that the idea of a category-based system be dropped, as it is problematic and highly controversial, but that staff continue discussions with the community about how to build a system that would meet the Board's objectives; and that the staff also continue to focus on their work to recruit a more diverse editor body, including women and people from the global south. Sue noted that we do not currently have technical work scheduled on the filter, so there is time to develop ideas that acknowledge community objections. This course of action was agreed to.

Future fundraising models

This discussion was continued from Friday. Jan-Bart laid out a proposed process and a timeline for how the WMF and the movement could develop new fundraising models for 2012 and criteria for the rating them. The Board then discussed the criteria for the future of fundraising and the future of funding and fund distribution.

The criteria were put out for community discussion and input at http://meta.wikimedia.org/wiki/Draft_Guiding_principles_with_regards_to_fundraising and http://meta.wikimedia.org/wiki/Draft_Guiding_principles_with_regards_to_funds_distribution. After a period of public comment and editing (ending November 15, 2011), the Board will prioritize these criteria before asking the staff to rank potential fundraising scenarios against them. The Board will make a resolution tasking the Executive Director to take the next steps; this resolution should be finalized around December 1. Jan-Bart is in charge of making this happen in time.

Creative Commons License Revision Process

Kat gave a brief overview of the process that Creative Commons is using to revise their licenses to get to version 4.0. She noted that the last time Creative Commons revised their license was 4 years ago; they want to get it right for the next decade this time. Since Wikimedia is the biggest user of the cc-by-sa license, they want us to be happy with any revisions they implement.

Two of the main points that CC is pursuing with this revision is compatibility – they want to identify other open licenses that they can become compatible with; and getting rid of the jurisdiction porting. They are also getting feedback from educational and government entities, such as universities and space agencies, that produce a lot of open content.

Kat noted that this will be a lengthy process. There was discussion about who from Wikimedia will ensure that we give community input to CC; we could assign a staff person to work on this. Kat will continue to follow the process for the Board.

Advocacy efforts

Kat gave an overview of Wikimedia's advocacy efforts to date. For instance, the WMF has filed an amicus brief in the past, and there has been community and chapter activism, including the recent Italian Wikipedia shutdown; however in general the WMF has not engaged in political advocacy. Kat noted that the WMF has been asked in the past to get involved in advocacy efforts, and that as one of the largest and most visible free culture organizations we have a large and important voice.

Kat has been discussing the issue with people in the community active in advocacy, and noted that there is wide support for the WMF becoming involved, particularly when the question is around the legal framework that allows us to exist; in this sense advocacy is risk management. It was noted that advocacy would cost us time and money in staff time, and there was consensus that the principles around when we engage in any kind of advocacy should be determined with lots of community input and a larger group.

Kat proposed that we start an advocacy task force with representation from the Board, WMF staff, community members, and “fellow traveler” organizations that share our principles. There was consensus to pursue this, including starting a discussion page on meta and writing a resolution to devote staff resources to exploring the issue.

There was also brief discussion of the Italian Wikipedia shutdown. There was consensus that we should be open to this kind of protest but as a community we need to discuss under which circumstances it would be appropriate.

Discussion of Board role in the Movement

Ting introduced this discussion by saying that though there has been a lot of discussion about the role various Wikimedia entities should play through the movement roles process, there has not been much talk about what role the WMF Board should play. He noted that there is sometimes a tension between overseeing the Foundation, with our attendant fiduciary duties, and leading the movement. Board members have struggled with this tension between leading both the community and the WMF in several recent issues, including fundraising and controversial content.

There was a round robin discussion on this issue, with each Trustee expressing their opinions. It was noted that the Board must be responsible for considering the broad community, as well as the needs of independent organizations such as the Chapters, in addition to our role of Foundation leadership and serving the Wikimedia mission, and that sometimes disagreement arises because we do not agree on how to best serve the larger community. Though the Board is only mandated to lead the Foundation, as the largest entity in the Wikimedia movement these decisions impact the rest of Wikimedia, including the projects and chapters. It was also noted that it can be difficult for community trustees in particular, as it is not always easy to participate as a community member and as a Trustee.

Executive Session

Before the Executive Session, Sue gave a brief presentation on her philosophy of leading the WMF and hiring philosophy, noting that all staff must work with the community.

The Executive Director then left the room and the Board had an executive session, as a general good practice. The director's annual review was discussed and feedback was given to the HR committee.

The meeting was adjourned at 4:00pm.