Minutes/2011-02-22

Wikimedia Foundation Board of Trustees Meeting Minutes


 * Time: 1800 UTC, February 22, 2011
 * Purpose: Regularly scheduled IRC meeting

Attendance

 * Ting Chen - Chair
 * Stu West - Vice-Chair and Treasurer
 * Samuel Klein - Executive Secretary
 * Arne Klempert - Trustee
 * Bishakha Datta - Trustee
 * Jan-Bart de Vreede - Trustee
 * Kat Walsh - Trustee
 * Matt Halprin - Trustee
 * Phoebe Ayers - Trustee
 * Sue Gardner - Executive Director

Absent: Jimmy Wales - Trustee

Agenda

 * 1) Founder Trustee term length
 * 2) Controversial Content update
 * 3) Movement Roles update
 * 4) Board Election update
 * 5) Sloan Foundation, observer status, and open board meetings
 * 6) Wikimedia Meeting: other topics to address in Berlin

Ting opened the meeting with a recap of the agenda. The meeting agenda was full, as this IRC meeting was a replacement for an in-person winter meeting.

Founder term
The Founder term was not included in the change made last year to unify term lengths of other Trustees to 2 years. That omission was noted in December and put on the agenda for this meeting for discussion. The resolution passed with no objections.

Working group updates
Controversial Content

Phoebe presented an update from the working group. The group was working on wording a statement of principles for the Board's consideration, and a proposal addressing the rest of the Harris report. On the working group's request, Foundation tech staff have drafted a specification for a personal image filter that could address recommendations 7 and 9. The working group is discussing the details of this and how it could be implemented. The staff was commended for excellent technical assistance so far.

More specific updates were put on the agenda for the next Board meeting.

Movement Roles

Arne presented a brief update on Movement Roles work since the group's Frankfurt meeting. The positive momentum from the meeting and immediate results were discussed, as captured on Meta, as well as the ongoing need for more input from Chapters and non-Chapter groups. The group's work has now moved almost entirely to Meta to facilitate public discussion.

Specific suggestions that have come out of the work so far include the proposal of two new models for recognized groups within the movement: "Partner Organizations", as a cultural and non-exclusive complement to geographic chapters, and minimal-overhead "Associations" as an identity for active, trusted groups of all sorts. The group was discussing what tools and resources these groups should have access to that individuals or ad-hoc groups would not.

An interim report from the group including draft recommendations were on the agenda for the next Board meeting, with the intent of presenting them to the Chapters as well.

Election update
Jan-Bart reviewed the status of the election, noting that three community members had volunteered and a few more volunteers were sought, and that the Governance Committee would provide them with guidance for setting election guidelines. Specific suggestions included that voting requirements should be less severe, and that election results should come out in June, sufficiently in advance of the summer Board meeting to ensure newly elected Trustees could attend the meeting.

Sloan Foundation, observer status, open Board meetings
The Sloan Foundation is considering renewing its three-year grant to the Foundation. They have indicated an interest in having a Board observer, something not covered in our current Board protocols.

This prompted a discussion of the options for observers and Board visitors, including how often this desire by supporters or partners is tied more to access to information or to understanding of our governance process.

We discussed the value of opening up Board meetings, and the extent to which having observers, or having occasional open sessions, might improve or hinder Board operation and transparency. Questions were raised about how the presence of others would affect discussion, and about whether they would be invited to take part in some discussions or simply to observe. The Board was generally comfortable with having invited observers from time to time, but not at all sessions. There was discussion about what qualities would make for a good observer. It was agreed that any observer policy should be tied to public criteria for being an observer.

The Board moved to discuss this further over the coming weeks, to come up with models in line with our culture and with effective governance that could be used in the future. The Governance Committee was asked to propose options for observers, based on these discussions, by the next meeting.

Wikimedia Meeting
The Movement Roles group asked to schedule our meeting so that there could be a session on the topic with the chapters, coordinated with a discussion at the Board meeting. The timing of the March agenda was addressed briefly, to ensure there was time to address controversial content and general Chapters relations. Details of the agenda were tabled to later discussion online.