Minutes/August 24-25, 2009

The Wikimedia Foundation Board of Trustees Meeting Minutes August 24-25, 2009 Buenos Aires, Argentina

Prepared By: James Owen, PA to the ED

Board Chair Michael Snow called the regular Board of Trustees meeting to order on August 24 at 15:10. Those in attendance and constituting a quorum were:

Present
 * Michael Snow- Chair of the Board of Trustees
 * Jan-Bart de Vreede- Vice Chair of the Board of Trustees
 * Kat Walsh- Executive Secretary of the Board of Trustees
 * Stu West- Treasurer of the Board of Trustees (present via Skype)
 * Jimmy Wales- Founder/Trustee
 * Ting Chen- Trustee
 * Arne Klempert- Trustee
 * Matt Halprin- Trustee
 * Samuel Klein- Trustee
 * Absent: None

Others Present For All or Part of the Meeting
 * Sue Gardner- Wikimedia Foundation; Executive Director
 * Domas Mituzas- Former Trustee (term ended August 24, 2009)
 * James Owen- Wikimedia Foundation; Personal Assistant to the Executive and Deputy Director
 * Eugene Kim- Wikimedia Foundation; Strategic Planning Project Manager
 * Philippe Beaudette- Wikimedia Foundation; Strategic Planning Facilitator
 * Barry Newstead- Bridgespan; Partner
 * Serita Cox- Bridgespan; Manager
 * Laura Lanzerotti- Bridgespan; Case Team Leader

Introduction/ Agenda Overview
Michael Snow welcomed the Board and the attending Wikimedia Foundation staff. Jan-Bart de Vreede suggested the Board revise the agenda and approve the April and June Meeting Minutes before finalizing the appointment of new Board members. Michael Snow agreed with this change and motioned for the Board to proceed to the approval of the April and June Meeting Minutes.

Approval of April and June Board Meeting Minutes
Michael Snow asked Domas Mituzas if the April 2009 Board of Trustee Meeting Minutes were ready to be approved. Domas confirmed that the minutes were ready for review and approval. The Board reviewed the minutes, followed by a motion from Michael Snow to approve the April meeting minutes. The Board unanimously voted to approve the April 2009 Board of Trustee Meeting Minutes.

Approved 8-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne, Domas, Jimmy

Michael Snow then asked Domas if the June 2009 IRC Board Meeting Minutes were ready to be approved. Domas confirmed that the June Minutes were ready for approval. The Board unanimously voted to approve the June 2009 IRC Meeting Minutes.

Approved 8-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne, Domas, Jimmy

Outstanding Issues
Michael Snow asked the Board to present any outstanding issues to be addressed before moving to approve the new members of the Board. Samuel Klein addressed the Board to enquire if there were any resolutions which had not be posted to the Wikimedia Foundation's Wiki, such as annual reappointment resolutions. Michael replied that he was not aware of any outstanding resolutions requiring posting. Domas followed with a brief descriptions of the current process for the publication of Board decisions and resolutions.

Approval and Welcoming of New Members to the Board
Michael Snow introduced Samuel Klein and Matt Halprin to the Board of Trustees,and opened the floor to the Board to ask questions of Samuel and Matt before proceeding to a vote.

Jan-Bart began a brief discussion focusing on the August Community Election to determine three Board seats. During this discussion, Jan-Bart expressed his feeling that the election process did not function as smoothly as he would he preferred, but the efforts of Philippe Beaudette and Tim Starling enabled the Committee to stay on track. Sue noted that the election process hasn't changed much over the years, saying that the staff would be willing to play a more prominent role in facilitating the process, if desired. Samuel added that as a candidate running for election he would have liked to provide assistance to the Committee, however the Committee did not make it easy for non-Committee members to participate in the process; there was a sense of ownership of the schedule by that closed group.

Kat expressed concern that several community members had complained about difficulty and barriers to voting. The Board discussed the voting requirements, the process of ranking candidates, and the use of third parties to tally the voting results. Sue added that she hopes the Election Committee will conduct a postmortem so future Committees can learn from this year's process.

Sue asked Samuel, Matt, and Arne to give the Board a brief statement explaining what they would like to accomplish as a Wikimedia Foundation Trustee.

Samuel began by describing his desire to participate in the Foundation's direction and the communities interpretation of the mission. He went on to explain that a strong Foundation presence can provide positive advancement for the long-term mission of the Foundation. However he added a strong Foundation can also discourage community participation. As a Trustee, Samuel hopes to help the Foundation find a way to create a better balance and communication between for the Foundation and Community to facilitation a strong Wikimedia. Samuel also briefly addressed his interest in multiple language versions of Wikimedia projects and his desire to strengthen the ability for people around the world to read and participate in their native languages.

Next Matt addressed the Board, highlighting his background and the skills he will bring to the Foundation. Matt began by providing the Board with a brief review of his professional background and his interest in supporting technologies that promote transparency, accountability, and trust across media, markets, and government. Matt gave the Board a description of the Omidyar Network's commitment toward delivering media markets and transparency with technology platforms in the emerging markets of India and Africa. He went on to explain how the mission of the Wikimedia Foundation relates to his work, and how he hopes to utilize his knowledge and expertise of developing countries to help the Foundation remain focused on the big picture and toward the achievement of the organization's mission.

Arne also addressed the Board briefly describing how he will support the Wikimedia Foundation to become a sustaining organization that provides free service for the world. He went on to explain his involvement with the Wikimedia Deutschland Chapter and expressed his commitment to the expansion of non-English language communities. He said that he does not consider himself to represent the views and desires of the Wikimedia chapters, but rather considers himself to represent the interests of the Wikimedia Foundation, and the Wikimedia movement overall.

Matt and Samuel were excused as the Board voted on their appointments.

The Board unanimously voted to appoint Samuel Klein to the Board of Trustees for a two year term ending July 2011.
 * Approved 7-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne, Jimmy. Abstained: Domas

Board Appointment Resolution:

Whereas, the Wikimedia Foundation Board of Trustees voted in April 2008 to increase the number of its members to ten, of which four positions are appointed directly by the Board, and two of these positions are currently vacant;

It is hereby resolved that:

The Board appoints Matt Halprin to serve as a member of the Board of Trustees of the Wikimedia Foundation, beginning 24 August 2009. The initial term of this position shall be until 31 December 2009, to be renewed for additional one-year terms by vote of the Board prior to that date.

Approved 7-0. In favor: Jan-Bart, Jimmy, Ting, Kat, Michael, Stu, Arne. Abstained: Domas.

After the vote, Samuel and Matt returned to the meeting.

With the Board appointments finalized Michael motioned to fill the 2009-2010 Board Officer positions for Chair, Vice-Chair, Treasurer, and Executive Secretary. The Board put forward nominations and approved the following positions.


 * Michael Snow - Chair of the Board of Trustees
 * Jan-Bart de Vreede - Vice Chair of the Board of Trustees
 * Kat Walsh - Executive Secretary of the Board of Trustees
 * Stu West - Treasurer of the Board of Trustees

Background Check Process for Wikimedia Foundation Trustees
Sue Gardner addressed the Board providing a brief description of the background check process used by the Wikimedia Foundation to screen potential staff members and key volunteers, and recommended that the Board also agree to participate in the screening process. She then asked the Board if they had any concern providing the information for the background screening. The Board did not express concern. As with staff and volunteers, the Wikimedia Foundation's Office Manager Daniel Phelps will process the screenings. In the case of staff and volunteers, Daniel brings problematic results to Sue's attention. In the case of the Board, Daniel will bring problematic results to the Chair.

The Board held a discussion about the on-Boarding process for new Board members.

Audit Committee Update
Stu provided an update on the Audit Committee, including its August 14, 2009 meeting and recent expansion (details at http://lists.wikimedia.org/pipermail/foundation-l/2009-July/053280.html). Stu explained that to meet the financial expertise requirements for the Audit Committee, it was necessary to look outside the existing Board of Trustees and as a result asked the Board to consider amending the Audit Committee Charter, which as originally drafted required that the majority of Audit Committee members come from the Board of Trustees. He agreed to work with Mike Godwin to get a draft revision to the Board for review, and to also make an agreement around confidentiality / conflicts of interest a part of the Audit Committee membership process.

Vacant Board Expertise Seat Update
Sue provided the Board with an update on the status of the search to fill the one remaining vacant expertise seat on the Board of Trustees. She explained that, as per the request of the Board at its previous meeting in April in Berlin, she has hired recruiter Eunice Azzani to assist with the process, and has provided Eunice with the Board's four criteria for the remaining vacant seat: that the new Trustee 1) have expertise in Asia, 2) have significant non-profit governance or managerial experience, 3) have some fundraising expertise and 4) be female. Eunice will interview key people in the organization, including staff, Board members, Advisory Board members, Nominating Committee members and key donors. From these interviews, Eunice will develop an understanding of the Wikimedia community and how the community interacts with the Board, as well as develop an understanding of the community's values and the skills and abilities most useful for a Trustee. Additionally, Sue instructed Eunice to try to find candidates who are comfortable with technology, willing to devote significant time to the Foundation, and who have a constructive and collaborative personal style and an orientation towards transparency.

Sue expressed her hope the search will be concluded by winter, and that if the search is successful the new Trustee could be ready for Board approval by the beginning of 2010.

The Board then discussed the Nominating Committee and factors contributing to its inability to find successful candidates. Various possibilities were discussed for handling the process in future, such as increasing the size of the Committee, providing access to search firms to work with the Committee in the future, using search firms alone, and appointing new members to the Committee. It was noted that background checking is a specialized art; something that a search firm could handle for the Committee.

We discussed that we needed to reappoint the Nominating Committee and appoint new members soon, and that we want to preserve institutional memory among the Committee.

Chief Development Officer
Sue presented the Board with an update on the search process being used to find a Chief Development Officer. She informed the Board the Foundation had recently engaged Mark Oppenheim of m/Oppenheim & Associates to assist in the selection process. M/Oppenheim & Associates is an executive recruiting firm which specializes in the nonprofit and government sectors. She expressed that the Foundation is using Oppenheim because they are a good firm, well-connected, recommended by a variety of non-profit organizations and foundations, and with prior experience with the Wikimedia Foundation. Sue explained that Oppenheim's background with the Wikimedia Foundation will enable them to successfully explain Wikimedia's story to prospective CDOs, and to position the Wikimedia Foundation as a young, growing organization with great fundraising potential.

Mark's team will conduct interviews with staff, Trustees, Advisory Board members and donors, to assist the Wikimedia Foundation in the creation of a focused job description for the position. The team was asked to focus on candidates with experience in fundraising for organizations that focus on many small online donations. Once Oppenheim creates a profile of possible candidates they will find and screen possible candidates before making final recommendations to Sue. Sue expressed her confidence in Mark and his team.

Executive Session
During each Board meeting, as a good general practice, the Board stages an executive session. The Executive Director and her assistant are excused from executive session, and minutes are not kept.

Scheduling of the 2009-2010 Board Meeting Dates
The Board finalized a calendar for the 2009-2010 Board of Trustee Meetings as the following:


 * November 13-16 (San Francisco, California, United States)
 * February 5-7 (New York, New York, United States)
 * April 23-25 (Berlin, Germany&mdash;at all-chapters meeting)
 * July 7-8 (Gdańsk, Poland&mdash;at Wikimania)

Note - Dates and locations are subject to change.

Sue agreed to convey to the German chapter the Board's April dates, and ask the German chapter to consult with the Wikimedia chapters regarding the dates and location of the all-chapters meeting. If the chapters are willing to meet on that date and in that location, we will finalize them for the Board meeting; if not, we may adjust to enable meeting with the chapters as we've done in the spring for the past two years.

Strategy Development Introduction
The Board welcomed Eugene Eric Kim, Philippe Beaudette, Barry Newstead, Serita Cox, and Laura Lanzerotti to the meeting.

Sue provided introductions to the Board and gave a short recap of the Wikimedia Strategy Development Project. Sue described the strategy project as custom-crafted to fit the unusual needs of the Wikimedia movement.

Sue then introduced Eugene Kim the Foundation's Strategy Project Manager. Eugene provided the Board with an overview of the meeting's agenda.

Strategic Planning Process Overview and Update (Handout)
Eugene explained strategic planning should answer three core questions, “Where are we now?”, “Where should we go?”, and “How do we get there?”. He said that in order for the resulting answers to be actionable and meaningful, all of the different Wikimedia participants and stakeholders must be aligned around these core questions. He added the Wikimedia Foundation is unlike other organizations in that it has a community of involved people who are dedicated to the mission and survival of the organization. This dedication and community will become the key force behind the strategy project.

Next Eugene introduced the Board to the Strategy Wiki (http://strategy.wikimedia.org/wiki/Main_Page). He explained that the wiki will be a core tool throughout the strategy project; it will allow the Foundation to keep the process open and accountable. In describing the work being done on the strategy wiki, Eugene covered the process used to collect strategy proposals. He explained that the proposals are a way to engage the community in the brainstorming process, and to encourage people to put forward ideas for how the Foundation should invest itself over the next five years. He stated the strategy wiki had collected over 300 proposals, and the community was beginning to assess and edit many of the proposals.

For engaging with others outside of the wiki, Eugene explained that the strategy team hopes to achieve this by asking chapters and individuals to create meetings and discussion about strategy and then report on the wiki about their conversations. Another way the strategy team is creating engagement in the project is through holding weekly IRC office hours where they discuss strategy and reach out to motivate the community's involvement.

Next Eugene reviewed his plan to keep the process and project moving within a stable timeline. He stated the importance for the strategy team to drive the process and make sure the project meets the completion deadlines. Eugene and the Board then discussed the importance of keeping the community engaged, the process of working on proposals, and how to encourage participation.

Strategy Development Plan(Handout)
Eugene presented the Board with a presentation focusing on the strategy development. He provided the Board with an overview of the strategic direction and business planning process, and roles of the Board in strategic planning.

Eugene began his presentation providing the Board with a frame for creating the strategic direction business plan. He explained that the core of the strategic planning process is animated by three questions: 1.Reach- What are the highest potential opportunities for impact in pursuit of reaching “every single human being?” 2.Quality- What are the highest potential opportunities for impact towards “the sum of all knowledge?” 3.Participation- What opportunities enable the continued health, cultivation and growth of a vibrant community needed to achieve the vision?

Next Eugene described the key activities and deliverables for the process.

Level-Setting Phase (July 2009-October 2009)

Eugene explained the work during this phase would design a framework for engaging with the community; launching an open community process; building fact base on reach, content, participate; developing guiding paper for strategic planning process; and chartering and selecting members of task-forces for the deep dives.

Jan-Bart expressed a concern that a large number of the proposals are not particularly strategic in nature, and in some cases not even relevant to the mission of the Wikimedia Foundation. Jan-Bart went to on explain that the mission of the Foundation is a high level mission but that he found most of the participants are not engaged with the mission only with their individual role as editors or participants in a particular project or language-version. Barry suggested that the best way to help motivate the community is to engage people to think differently about strategy, and have the Board focus more energy on identifying and framing core work around large issues affecting the ability of the movement to advance the mission. Jan-Bart added that it would be beneficial for each proposal to include a brief statement answering how the average Wikimedia project user would benefit from the proposal. This Jan-Bart suggested, might refocus participants to think from a user's viewpoint. Sue suggested that as the task-forces are created, it could be beneficial to explicitly ask that at least one person on each tack-force be dedicated to advocating on behalf of the user and the users' experience.

Arne asked who the primary stakeholders are that will be involved in the process. Eugene referenced to the stakeholders page on the strategy wiki, defining stakeholders as volunteers, former participants, Advisory Board, Board, specialists in subject matter areas, staff members, chapters, readers, developers, donors and other partners.

Arne then asked how language diversity would be incorporated into the process. Eugene replied stating the task-forces will conduct most of their work in English but that participants can choose to participate in their native languages and send their work to a translation team.

The Board then briefly held a discussion on how to engage developing countries and areas of the world where Wikipedia is not currently active. Eugene explained that the team is working on finding experts in the area to gain knowledge and data of developing countries.

Deep Dives (October 2009-December 2009)

Eugene explained the work for the Deep Dive phase as conducting in-depth research and analysis on growth opportunities for Wikimedia; diving into other strategic issues identified in the level-setting phase, developing prioritized strategic initiatives within growth opportunities, and having the strategy task-forces begin synthesis work.

Synthesis Phase (November 2009-March 2010)

In the Synthesis phase Eugene explained the process would develop outreach recommendations on strategic priorities for all of Wikimedia; and make recommended roles for different entities within the Wikimedia movement.

WMF Business Planning Phase (January 2010-August 2010)

Describing this last phase Eugene explained the team would develop a 2010-2015 business and implementation plan. Eugene asked the Board how they feel about the final phase. Stu expressed that the project is ambitions but makes sense to enable the development and growth of the organization, and to ensure the Foundation makes the decisions to minimize risk and increase community involvement.

Jan-Bart asked Eugene to post the budget for the project on the wiki to ensure openness and transparency toward the community. Eugene agreed and said he would add the budget to the wiki.

Kat expressed a concern that the task-forces will not have enough time to complete their work. She went on to explain that volunteers can not always make the time commitment at the exact time that is needed, especially when the window of participation is quite short. Sue agreed, and said the Wikimedia Foundation is considering offering stipends or honoraria to enable individuals to participate, where that seems potentially helpful.

Matt shared his experience, that strategy projects often fail to sufficiently incorporate outsider views and fresh perspectives. He added that self-selection and time commitment removes a lot of people from participation. Eugene responded to Matt, explaining that the task-forces are mandated to talk to people and gain the outside perspective and report back using that knowledge. Matt would like the project to rebalance toward supporting external input.

After reviewing the key deadline dates the Board reviewed the Metrics for Success by phase.

Level-Setting         Deep-Dives           Synthesis               Business Planning > 100 active wiki     >100 applications    >250 active wiki        General consensus on highest contributors          for task forces      contributors            priority opportunities > 100 active proposals                     Clear strat. synthesis Business plan adopted by                                                                      WMF Board by November 2010

Several Board members expressed concerns regarding the lack of representation for the reader, non-reader, and other populations. After a long discussion, the Board voted unanimously to approve the current metrics of success with the following still required:
 * 1) Measure of success for consultation for readers (e.g. survey concluded and results disseminated)
 * 2) Measure of success for consultation of non-users (prospects)
 * 3) Measure of success for diversity of participation (geography, languages, etc.)
 * 4) Measure of success for quality of the task force work, and quality of the synthesis process
 * Approved 9-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne, Samuel, Matt, Jimmy

Eugene next provided the Board with a description of their involvement in the strategy planning project. He explained that the Board will be involved to approve the project plan, metrics of success, key deliverables, timeline, and roles; review draft strategic priorities (developed by Strategy Task Forces); approve WMF Business and Implementation Plan; and participate (as individuals not as Board members) in the open community process. The group discussed the need for a Strategy Task Force and Selection Committeee, and went around the table suggesting potential participants to invite from the community, chapters, board, staff, and advisory board.

Next, the Board reviewed the Deep Dive Task Forces. Eugene provided the Board with a detailed description of the selection team, application process, composition of strategy task-forces, task-force topics and mandates, task-force work processes, task-force outputs, and the forms of support available to the task-forces.

Strategy Plan: Highlights form Emerging Fact Base (Handout)
Barry presented the Board with a presentation to reviewing preliminary data collected by the Bridgespan Group. Barry reviewed the objectives of the strategy project before moving onto an executive summary for insights from the fact base. During the review of the executive summary, Barry highlighted the successes of Wikimedia, key opportunities, and areas of weakness (contribution plateau, early peaking of developing markets).

Next, Serita Cox presented the Board with a statistical review. Serita began reviewing future opportunities for growth among global Internet users, with large emphasis surrounding growth of India, China, Brazil, and Africa. Serita showed that the highest penetration of Internet users using Wikimedia projects is in Canada (greater than 40% of Internet users), and the lowest penetration in China (less than 1% of Internet users).

Next, Serita reviewed the growth in global reach. She explained that the 10 most common languages worldwide (by number of speakers) remain underrepresented in native language articles. This led to a brief discussion on the role Wikimedia should play in the preservation of native languages and at what cost and energy the Wikimedia Foundation should invest to create/grow native language Wikimedia projects. There was quite a bit of discussion about the data and the Board thanked Serita for her work.

Laura Lanzerotti addressed the Board, reviewing the number of active contributions made to Wikipedia as it matured. Laura's data demonstrated as the number of active contributors leveled off, the pace of article creation slowed, and more maintenance activities began occurring as a proportion of all edits (for example edits on talk pages, which concern governance and rules). Laura went on to explain if the decrease in contributors continues, there may not be a large enough cohort to maintain Wikipedia. Jimmy stated that he is not as worried about the plateauing of the English Wikipedia as he would be with peaking of other language versions of Wikipedia that have the same growth potential, because higher numbers of active articles in English may make it difficult for contributors to write on topics which do not already exist. He expressed a need to energize the Wikimedia movement especially in developing countries. Jimmy also added a final concern that the policies and procedures of the English Wikipedia may be being applied to other language versions prematurely.

Next, Laura reviewed a profile of the Wikimedia community, showing that the average Wikimedian is a single childless college-educated male between the ages of 18 and 30 (this demographic holds across all language versions). The Board discussed the small proportion of female contributors and expressed their hope that projects such as the Usability Initiative will help diversify the community.

Laura then moved onto data demonstrating some barriers to participation. The data shows that new editors or editors with fewer monthly edits are more likely to have edits reverted. This sparked a discussion regarding the key drivers behind an increase in the rate of reversion since 2004.

Serita finalized the presentation by providing the Board with data demonstrating the top 100 page hits by category and Wikipedia language. Her data demonstrated that Wikipedia is used for different purposes across different language. The Board was interested in the graph and had several discussions regarding possible reasons for the variance between the languages and most visited topics.
 * Meeting adjourned.