Minutes/2013-11-24

Wikimedia Foundation Board Meeting

November 24 - 25, 2013


 * Location: San Francisco, CA, USA
 * Board members present: Jan-Bart de Vreede (Board Chair), Phoebe Ayers (Vice-Chair), Bishakha Datta, Samuel Klein, Patricio Lorente, Maria Sefidari, Ana Toni, Jimmy Wales (by voice (Skype) from London, for a portion of the meeting), Stu West, and Alice Wiegand
 * Non-Board members present for most of the meeting: Sue Gardner (Executive Director), Geoff Brigham (General Counsel and Board Secretary), Stephen LaPorte (Legal Counsel), and Doron Weber (Board Visitor)
 * Non-Board members present for portions of the meeting: Garfield Byrd (Chief of Finance and Administration), Erik Moeller (Deputy Director), Maryana Pinchuk (Product Manager, Core Features), and Lisa Seitz-Gruwell (Chief Revenue Officer)

The Chair called the meeting to order at 10:00 on November 24, 2013. Jan-Bart, Phoebe, Bishakha, Sam, Patricio, Maria, Ana, Stu, and Alice were in attendance. Doron, Sue, Geoff, and Stephen were also present.

Introductions
The meeting started with a short introduction to the agenda and administrative notes.

Committee reports

 * Board Governance Committee: Alice presented the potential agenda for the Governance Committee’s meeting. The Governance Committee's priorities for the next year will include ensuring that the Board builds of a pool of candidates to fill future Board vacancies. The Governance Committee took the issue of term limits under consideration, based on the Board's previous discussion on the topic. Alice also mentioned the Board Handbook, and thanked Geoff and his team for preparing the Handbook. The plan is to publish the Handbook in December 2013.


 * Human Resources Committee: Sam presented the activity of the HR Committee. The Human Resources Committee's priorities for the next year will be welcoming and supporting the next Executive Director.  The committee will continue to coordinate with the Transition Team on this process, and published its agenda for the coming year on the Board wiki.


 * Audit Committee: Stu mentioned that the WMF's audit was conducted smoothly, and complimented the audit team's performance. The Audit Committee had no other business to report at that time.


 * Funds Dissemination Committee: Patricio, as Board Liaison with the FDC, provided an explanation of the current FDC process. Initially, entities submit a letter of intent, and the FDC staff determines if those entities are eligible for funding. Before the FDC’s in-person meeting, the FDC staff prepare an assessment on each entity, and report potential red flags. At their in-person meeting, the FDC holds rounds of discussion until they can reach an agreement on a recommendation. In the last round, they discussed eleven proposals and their recommendation is now published on Meta. Bishakha highlighted a number of the issues that the FDC considered, including managing potential conflicts of interest, administrative updates to the FDC framework, and how to address under-spending from applicants. Overall, there is a lot of learnings from the first year of the FDC.
 * Action Item: Bishakha will consider bringing the role of committee liaisons to the Board agenda within the Board’s next year.


 * Affiliations Committee: Patricio, as Board Liaison with AffCom, updated the Board on the committee’s recent activities. Patricio outlined the pending user group applications, which are available on Meta. Maria described the procedure of AffCom. The call for candidates for AffCom will be in December, and new members may join by January. Patricio and Maria also outlined how AffCom addresses when there are problems under a chapter agreement, or when a chapter is no longer active.

Executive Director Transition
Sue provided an update on the Executive Director Transition. Sue described the Executive Director search process up until the meeting, and the next steps for hiring the proper candidate. The Transition Team is in the process of interviewing candidates, and Sue described the general characteristics that the Team is seeking. Sue also shared some lessons that the Team has learned, including the differences between hiring an executive in the non-profit sector and the technology industry.


 * The Transition Team will hold their next meeting in December.

BLP resolution
Maria introduced a proposed amendment to clarify that media on Commons is covered by the Board’s resolution on Biographies of Living People (April 2009). The Board discussed the intent of the original resolution, as well as the resolution on Photographs of Identifiable People (May 2011). Maria made a motion to vote, seconded by Sam, and the Board approved the proposed resolution.


 * See the resolution on Media about living people.

Note on resolutions
Geoff provided advice on preparing resolutions, encouraging review by legal when appropriate.

Executive session
The Board held a confidential session, and no staff was present for this portion of the meeting. At the conclusion of the executive session, the meeting was adjourned for the day.

Technology discussion
The Chair continued the meeting at 9:45 on November 25, 2013. Jan-Bart, Phoebe, Bishakha, Sam, Patricio, Maria, Ana, Stu, and Alice were in attendance. Sue, Geoff, Stephen, Erik, and Maryana, and Doron were also present.

Maryana began with an explanation of agile software development on the WMF engineering team. She explained how agile methodologies have affected the mobile engineering team, as well as other engineering features. Maryana and Erik answered questions from Board members about how the engineering teams are managed, how code is reviewed and released, how features are prioritized, how engineers interact with community members on Wikimedia projects, and other topics.

At this point in the discussion, Maryana was excused.

Erik provided background on the release of the Visual Editor, the result of the new feature. The Board discussed the question of editor retention, and the impact of technology like the visual editor.

Erik explained other technology initiatives, including mobile editing, account creation, Echo (a MediaWiki notification feature), Flow (a MediaWiki discussion feature), and other projects. The Board discussed these projects, and complimented Erik and the engineering team for their work. Erik was excused at the conclusion of this discussion.

Lunch
The Board took a break and had lunch with WMF staff.

Endowment
Garfield and Lisa joined for this portion of the meeting.

The Audit Committee is considering whether it will recommend an endowment to the Board. The Audit Committee did not make a recommendation during this portion of the meeting, but had asked Lisa and Garfield to provide background information on endowments at this meeting.

Lisa reviewed the considerations in forming an endowment, and explained the importance of defining an endowment’s purpose and scope. If the Board wishes to pursue an endowment, it should be a core priority in the strategic plan, including focused fundraising efforts.

Additional decisions and action items

 * The Board discussed and approved a resolution re-appointing Jimmy Wales for an additional Board term after Jan-Bart made a motion to vote, seconded by Sam;
 * Bishakha reported that the Governance Committee reviewed the proposal for a standing election committee and agreed to develop an Election Working Group, which community members can also join, rather than establishing an additional committee;
 * After a straw poll, the Board commissioned the Governance Committee to prepare a recommendation to the Board on Chapter-selected Board seats;
 * Geoff reviewed recent updates to the Board Handbook, which were previously discussed with the Governance Committee. The Board thanked Geoff and the legal team for their work on the Board Handbook.

At this point, Jimmy joined the meeting by Skype from London.


 * The Board discussed and approved the Centre for Internet and Society’s eligibility in applying for annual plan funding from the Funds Dissemination Committee after Jan-Bart made a motion to vote, seconded by Sam;
 * The Board discussed recognition of the Wikinewsie Group as a Thematic Organization, and took the Affiliations Committee’s recommendation under consideration. The Board decided that it was not ready to approve the Wikinewsie Group as a Thematic Organization at this time, and the Board would like to encourage them to continue activities as a User Group. Phoebe made a motion to vote, seconded by Sam. Phoebe, Sam, Ana, Stu, and Alice supported this decision; Jan-Bart, Bishakha, and Patricio opposed the decision; Maria and Jimmy were recused.

Movement roles
At its retreat on November 22 - 23, 2013, the Board began discussing the opportunities, costs, and risks in the Wikimedia movement’s structure. The Board continued that discussion at the meeting and made two decisions, which are published as follows:

1. Starting now, the Board seeks to make the following requirement for approval of new chapters and thematic organizations: All organizations wishing to be recognized as a chapter or thematic organization must first be recognized as an unincorporated Wikimedia user group for at least two years. The WMF Board will only approve new chapters and thematic organizations that have been a user group for two years with demonstrable programmatic results, and whose application is supported by the Affiliations Committee. Applications for recognition of chapters and thematic organizations that are pending as of this date before the Affiliations Committee will be reviewed by the Board on a case-by-case basis, and the Board may waive this requirement for those pending applications as it seems appropriate.
 * Motion to vote by Phoebe, seconded by Stu
 * Approve: Jan-Bart, Phoebe, Bishakha, Ana, Jimmy, Stu, and Alice
 * Oppose: Sam, Patricio, and Maria

2. We expect to be capping the allocation for FDC Annual Plan funding at approximately its current amount, for the years 2014-15 and 2015-16. We want to make the FDC and all recognized movement entities aware of this now, so they can plan accordingly. The amount allocated to the FDC process will be revisited during the Wikimedia movement's next strategic planning cycle, and the number may therefore change in 2016-17.
 * Motion to vote by Phoebe, seconded by Stu
 * Approve: Jan-Bart, Phoebe, Bishakha, Ana, Jimmy, and Stu
 * Oppose: Sam, Patricio, Maria, and Alice

Sam and Patricio agreed to prepare an introduction for these two decisions. Patricio, as Affiliations Committee liaison will communicate the first decision with the committee. Either Patricio or Bishakha, as Funds Dissemination Committee liaisons, will communicate the second decision to the FDC.

For more information, see the related FAQ about these decisions on Meta.

The meeting concluded at 4:30 PM.