Minutes/2013-02-01

Wikimedia Foundation Board Meeting Minutes

Feburary 1-2, 2013


 * Present: Kat Walsh (Chair), Jan-Bart de Vreede (Vice-Chair), Ting Chen, Bishakha Datta, Samuel Klein, Patricio Lorente, Jimmy Wales, Stu West, and Alice Wiegand


 * Present for most of the meeting: Sue Gardner (Executive Director), Geoff Brigham (Secretary & General Counsel), Stephen LaPorte (Legal Counsel), Joslyn Lewis (Board and Executive Director Assistant), and Doron Weber (Board visitor)

Kat opened the meeting at 9:01 on Friday, February 1, 2013

Housekeeping
Amendment to the Affiliations Committee Charter

Geoff introduced a technical correction in the Affiliations Committee Charter. The Board discussed and unanimously approved a resolution making this change.


 * This resolution is published at: Resolution:Amendment of Affiliations Committee Charter.

Pledge of Personal Commitment

In accordance with WMF's conflict of interest guidelines, Trustees completed and signed pledges of personal commitment.

Managing Duty of Loyalty

The Board discussed a proposed policy explaining their duty of loyalty. The Board took the proposed policy under consideration.

Governance Committee report

The Governance Committee presented matters discussed at the January 31, 2013, meeting of the Committee (minutes on Meta). The Committee intends to propose a new charter at the next Board meeting. Kat updated the Board on the search for a new Trustee candidate. Ting updated the Board on the 2013 Election Committee and provided a list of the proposed members for the Election Committee.

Presentation on 2012-13 Year-to-Date and Planning for 2013-14
Senior staff members joined the meeting (Garfield Byrd, Howie Fung, Lisa Gruwell, Erik Moeller, Frank Schulenburg, Anasuya Sengupta, and Gayle Young). Sue introduced a presentation on the WMF's activities in 2012-13 and planning for 2013-14. The senior staff members presented on their activities. Sue explained the WMF's performance as compared to the plan for the year. The Board noted that the Funds Dissemination Committee (“FDC”) successfully allocated the first round of funds. In response to Erik's presentation on Project Flow, the Board discussed the models and norms for discussion on MediaWiki. In addition, the Board noted the importance of evaluating the impact of programs and grants.

The presentation concluded with Sue providing an outline of lessons that the WMF learned for the next year, in the keep/stop/start format first used by the Governance committee. These included the observations that data-driven editor engagement interventions are starting to show real promise; that providing legal defence and guidance in support of editors is consistent with our values and mission and builds loyalty and community, and that our emphasis on chapter compliance is successfully reducing risk to the movement.


 * The presentation is available at: 2012-13 Year-to-Date and Lookahead to Planning for 2013-14

Legal presentation
Doron Weber was excused for this section of the meeting. As General Counsel, Geoff reviewed with the Board various legal issues, and summarized the legal team's recent and ongoing work. This presentation was presented under the attorney-client privilege.

Term limits
The Board discussed Term Limits and some of the points on term limits highlighted in Democratizing the Wikimedia Foundation and planned to prepare a statement about the outcome.

Reconvening
The Board adjourned at 5:05 PM, and reconvened on Saturday, February 2, 2013 at 9:00 AM. All Trustees were present, as well as Sue, Geoff, Stephen, Joslyn, and Doron.

Feedback on 2012-13 year-to-Date and Planning for 2013-14
The Board provided feedback on the WMF's annual performance to date and planning for 2013-14. This discussion focused primarily on the WMF’s own activities and performance, the FDC and grantmaking processes, how the WMF should use its brand, whether the movement’s emphasis on incorporated entities should continue, and other issues. Among other things, the Board discussed progress towards the Visual Editor, the editor engagement experiments, and Wikipedia Zero. Sue told the Board that in 2013-14, she intends the WMF to continue emphasizing Engineering and Grantmaking, consistent with the path set in Narrowing Focus, and to focus on the same four priorities as in 2012-13: editor engagement, mobile, visual editor and grantmaking (with the addition of program evaluation). The Board then discussed the positive effects of Narrowing Focus. The Board also discussed determining the amount earmarked for FDC recommendation during the Milan meeting, and discussed what type of guidance to give the FDC prior to it beginning its second year of operation. Ting suggested that the Board discuss editor retention in more detail at the Milan meeting. Finally, Sue shared a proposed schedule for developing the 2013-14 annual plan, and reminded the Board that development towards the next five-year plan should probably begin in July 2014.


 * The presentation is available at: Part II: 2012-13 Year-to-Date and Lookahead to Planning for 2013-14

Update on the search for a new Trustee candidate
Gayle joined the meeting to present the timeline for the search for the new Trustee candidate. The Board discussed the recruitment process, and asked the Governance Committee to continue to oversee the candidate search. Gayle was excused from the meeting at the conclusion of this section.

The Affiliations Committee and the Chapters Association
Geoff introduced two items for discussion: the work of the Affiliations Committee and the current status of the Chapters Association. The Board discussed the current work of the Affiliations Committee, and the Foundation's support for that work. It was agreed that the Foundation could do more to support the Committee. The Board decided to continue that discussion at a subsequent meeting.

The status of the Chapters Association was discussed in detail. Trustees each expressed concern over its recent development and focus on building a new bureaucracy. The Board discussed the need to communicate such concerns quickly, given its recent call to hire a Secretary-General.

The need to find ways to improve peer coordination and mutual review within the movement was discussed. Other positive models for inter-organizational coordination were considered, including the Regional Cooperation Initiative for Ibero-America (Iberocoop). The Board drafted a letter summarizing their concerns, for publication (see below).

Advisory Board
The Board unanimously approved a resolution amending the term of members on the Advisory Board to ensure a one-time renewal process at the first Board meeting of every calendar year. It was noted that a future meeting or discussion should be held about the purpose and role of the Advisory Board.


 * The resolution is available at: Resolution:Amending the Term of Advisory Board Members

The Board unanimously approved a resolution inviting and appointing the 2013 members of the Advisory Board, adding Matt Halprin as an Advisor.


 * The resolution is available at: Resolution:Advisory Board appointments 2013

Comments from Doron Weber
Doron shared his perspective on the meeting over the last two days, and the Board thanked him for his counsel and attendance.

Letter to the Chapters Association
The Board reviewed and edited its letter about the Chapters Association. The letter was unanimously approved. The letter, in its final form, read:

At our Board meeting on February 2, we spent several hours discussing the proposed Chapters Association and its potential role in the Wikimedia movement.

Despite our initial optimism, we have now reluctantly concluded that the proposed Chapters Association is unlikely to advance the Wikimedia mission significantly. We encouraged the concept in its early stages, but in light of the implementation to date, we regretfully have come to believe it won’t work.

In our opinion, the Chapters Association hasn’t made a persuasive case that it will be effective. We believe that during its development thus far, it has not consulted sufficiently with movement stakeholders. We are concerned that it will not be equipped to offer oversight, which would be essential for an entity expected to provide governance support and oversight for the chapters. Considering its proposed role in the movement as well as the demand it would place on movement resources, we believe these factors are decisive.

Our reservations about the Chapters Association are serious, and we have difficulty envisioning circumstances in which the Wikimedia Foundation would be able to recognize it. That said, we believe in individuals and movement entities organising themselves to support each other, and that successful models for this exist.

We are acting now because of the recent call for hiring of the Secretary General by the Chapters Association and its apparent plans to incorporate soon.

We acknowledge that significant time and effort have been put into this initiative, and understand that some people will be disappointed by this conclusion. We welcome your comments.

Kat was asked to post that letter to Meta on behalf of the Board, allowing for minor changes to the text of the letter.


 * The letter from the Board of Trustees to the Chapters Association was posted at: Meta: Talk:Wikimedia_Chapters_Association.

Executive session
The Board held an executive session without the Executive Director, other staff, or board visitors present.

The meeting closed at approximately 4:30 on February 2, 2013.