Minutes/October 3-5, 2008

Board of Trustees meeting, San Francisco, October 3-5, 2008


 * Present: Michael Snow, Jan-Bart De Vreede, Ting Chen, Domas Mituzas, Kat Walsh, Stu West
 * Present for part of the meeting: Jimmy Wales
 * Absent: None
 * Quorum: Yes
 * Others present for all or part of the meeting:
 * Executive Director: Sue Gardner
 * Others: Erik Moeller, Deputy Director; Mike Godwin, General Counsel; Patti Melton, Personal Assistant
 * Minutes prepared by: Patti Melton, PA to the ED and ED
 * Minutes reviewed by: Domas Mituzas, Executive Secretary

Gift Policy

 * Executive Director Sue Gardner presented the Gift Policy, which has been substantially revised from the current version.
 * The new policy was developed in consultation with CFOO, Legal Counsel, fundraising team and audit firm.
 * It delineates policy with regards to types of gifts accepted, restrictions, approvals, pledges, required accompanying documentation, process for determining gift value, conflicts of interest, gifts of securities, bequests and devises, gifts in kind, real property, pledges and life incomes plans, as well as donor benefits and constraints.
 * Sue described the policy as appropriate to an organization of our financial size and complexity, and tailored to be appropriate for our donor base.
 * MOTION to approve, accepted and passed.
 * Voted to approve: Michael Snow, Jan-Bart De Vreede, Ting Chen, Domas Mituzas, Kat Walsh, Stu West. Absent: Jimmy Wales.

Open Standards / Free File Formats

 * Board Vice-Chair Jan-Bart De Vreede presented on open standards.
 * There was a general discussion on educational development of wikis and the complicated standards for the education model, including the possible effect it could have on volunteer incentive.
 * There was a general discussion of free file formats. A draft policy on free file formats had been developed in January 2008, but not yet voted upon, in part because a question had been raised about possible ambiguity in its wording related to whether the policy allowed for parallel distribution of non-free formats alongside free formats.
 * Parallel distribution was discussed. Some desire was expressed to gather information about current user usage of free versus non-free formats.
 * The board asked Sue to have Mike Godwin revise the draft policy to a version that would make it clear that only free formats are permissible.

Online Fundraiser

 * Deputy Director Erik Moeller presented a summary of plans for the online fundraiser 2008 (see [[Media:WMF_Annual_Campaign_2008_Key_Facts-EM1.pdf]]). Among the key 	changes this year is that the online fundraiser is consolidated within a larger Annual Campaign, with an overall target of USD 6 million that matches clearly against budgeted expenses. Within this Campaign, received or committed gifts (about USD 2 million at this time) will be positioned as leadership gifts. The Campaign will have a clear financial target.
 * Erik summarized technical changes, such as the use of the CiviCRM database to capture all donor information, and the implementation of automated e-mail thank you acknowledgments. A dedicated credit card payment system will not be implemented for this year's fundraiser. Erik expressed regret that the design firm to be contracted for the fundraiser will deliver the designs in proprietary form, i.e. not under open licenses.
 * The fundraiser is coordinated by the newly hired Head of Community Giving, Rand Montoya, who will report to Moeller for that purpose. The Wikimedia chapters will participate through a dedicated fundraising agreement.
 * The global financial crisis was briefly discussed, with Erik saying that so far, the Wikimedia Foundation has experienced no reduction in donations. Sue noted that available research suggests that in times of economic stress the donation stream believed to be most affected is first-time major gifts. This could be problematic for Wikimedia, since it is at the beginning stages of cultivating many prospects. The crisis could also eventually affect small donors' ability and likelihood to give.

Technology Update

 * Erik presented a document prepared by Chief Technical Officer Brion Vibber on several recent site-wide outages experienced in September. The outages were unrelated, and the causes and proposed resolution strategies were documented by Brion (see [[Media:WMF Sep08 Outage Report-BV1.pdf]]).
 * Erik presented a second document [[Media:WMF Tech Assessment-EM1.pdf]], describing the key areas of technical work of the Wikimedia Foundation, identifying strengths and weaknesses, and laying out action steps for each. A discussion was held about funding, with Erik noting that there are four additional technology hires planned before the end of the fiscal year, more than in any other area.

Pledge of Personal Commitment
Included topics: responsibilities of board members, board attendance policy, confidentiality, non-disparagement.
 * General Counsel Mike Godwin presented the Pledge of Personal Commitment, revised since an earlier draft was presented in April 2008.
 * A discussion was held about the language regarding confidentiality and non-disparagement. Mike emphasized that the document is intended to maximize transparency and minimize risk to the organization. Trustee responsibilities and duties were discussed. It was generally agreed that the board feels a high sense of accountability to the volunteer community, and wants the freedom to be transparent, including about individual board member views. It was also agreed that some information is legally and ethically required to be kept confidential, including for example people's personal information, the names of donors who request anonymity, and confidential information about other organizations.
 * Kat Walsh agreed to revise the language in the pledge related to confidentiality and non-disparagement to satisfy the board's desire for transparency and openness.

Minutes from last board meeting

 * Board Secretary Domas Mituzas presented the minutes of its July Alexandria meeting
 * MOTION to approve, accepted and passed
 * Voted to approve: Michael Snow, Jan-Bart De Vreede, Domas Mituzas, Kat Walsh, Stu West. Absent: Jimmy Wales. Recused: Ting Chen (who did not attend the July meeting).

Privacy Policy

 * Michael Snow re-presented the Privacy Policy to the board. It has reviewed since discussion at the July meeting.
 * There was a general discussion on legal inquiry procedures and notification to users
 * MOTION to approve policy, accepted and passed
 * Voted to approve: Michael Snow, Jan-Bart De Vreede, Ting Chen, Domas Mituzas, Kat Walsh, Stu West. Absent: Jimmy Wales.

Advisory Board

 * Vice Chair Jan-Bart De Vreede led a wide-ranging discussion about advisory board composition and development
 * Advisory board members had been originally invited for a one-year term, but most have served several years past their initial commitment. Some are inactive.
 * A discussion was held, covering the purpose of the advisory board, required skills, structure, etc.
 * It was generally agreed that the advisory board has been very supportive of the Wikimedia Foundation, and patient with it during its early developmental years.
 * Outcome: The existing advisory board will be reconstituted, to give the parties the opportunity to recommit. Also, new advisory board members will be recruited to fill skills gaps.
 * Jan-Bart to develop a list of needed skills for Advisory Board members, create a process for selecting new members and determine the next steps.

Status of Audit

 * Board Treasurer Stu West updated the board on the status of the audit, which is nearly complete.
 * The audit has proceeded much more quickly than last year.
 * Further, significant improvements have been made in controls and accounting and administrative practices: the organization is in good shape and the audit committee is pleased.
 * Financial statements are expected to be ready for audit committee approval within a few weeks, then they will be sent to the Board for approval, then published.

Sub-National Chapters Proposal
General agreement that the Chapters Committee is doing a very good job.
 * Sue Gardner presented to the board a proposal for encouraging the development of sub-national chapters (e.g., New York, Toronto).
 * Historically the board has been silent on the question of sub-national chapters, and has implicitly discouraged them; in April 2008, however, it announced it wanted to encourage their development.
 * Guiding principles for sub-national chapter development: the Wikimedia Foundation wants to encourage volunteers to self-organize; each sub-national chapter must articulate a defined geographic boundary for its scope of work; all chapters are intended to be official Wikimedia entities with non-profit status and the ability to fundraise; sub-national chapters to focus their revenue-generating activities on fundraising rather than business development.
 * Sub-national chapters should adhere to the same “chapters development” process as nation-based chapters, as defined by the Chapters Committee.
 * Board of Trustees accepted Sue's recommendation to establish a working group to develop answers for sub-national chapter questions as they arise. Kat Walsh agreed to serve on the working group; Sue to invite Erik Moeller and Andrew Whitworth. The group will be available to develop answers for questions from sub-national chapters in development, and from the Chapters Committee. It will refer questions to the board via Kat as required.
 * Michael Snow to officially invite sub-national chapters to form via the existing Chapter Committee process.
 * Also, Ting Chen and Kat Walsh volunteered to join the Chapters Committee to replace Frieda Brioschi representing the board, and Sue confirmed that Cary Bass will join the Chapters Committee representing the staff.

Board composition and development

 * Board Chair Michael Snow led a discussion about board composition and development.
 * After reviewing available options, the Board decided to leave empty the seat made vacant by Frieda's resignation, noting there are only two meetings left before the next elections, and that the Board is stable and in good shape.
 * The Board reviewed the work done thus far by the Nominating Committee, which is charged with responsibility to identify, research and recommend candidates for the appointed Board positions involving "specific expertise." The Board agreed to ask the Committee, this year, to prioritize the following four key criteria: fundraising experience; 501 (c) 3 governance experience, non-profit board development, and/or international non-profit law; deep knowledge and experience outside North America and Europe; gender equity overall. As chair of the Nominating Committee, Michael Snow agreed to brief the Committee on this decision.

Board calendar for 2009

 * Michael Snow led a discussion about the board calendar, aimed at scheduling provisional dates for board meetings for 2009.
 * Sue Gardner proposed that the spring meeting could be held in conjunction with the chapters annual meeting in Europe, if the timing made sense and the chapters liked the idea. The intent would not necessarily be to have joint meetings: just socializing together would be worthwhile, particularly for board members who have had little exposure to the chapters. The decision would be roughly cost-neutral. The board agreed that Sue would suggest this to the chapters.
 * After some discussion, meetings were provisionally scheduled for: January 9 – 11 in San Francisco, April 3 – 5 (tentatively) in Europe, August 27 (tentatively) at Wikimania in Buenos Aires, and October 23- 25 in San Francisco.
 * An IRC meeting was provisionally scheduled for Monday, November 3, 2008 at 1pm PST, to approve the financial statements.

Executive Session
The meeting closed with an Executive Session. The board intends to regularly stage Executive Sessions as a general best practice.