Minutes/February 5-6, 2010

The Wikimedia Foundation Board of Trustees Meeting Minutes

February 5-6, 2010

San Francisco, CA

Prepared By: James Owen, Executive Assistant to the Executive Director

=Call to Order=

Board Chair Michael Snow called the regular Board of Trustees meeting to order on Friday, February 5, 2010 at 09:05PST. 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
 * Jimmy Wales- Founder/Trustee
 * Ting Chen- Trustee
 * Arne Klempert- Trustee
 * Matt Halprin- Trustee
 * Samuel Klein- Trustee

Others Present For All or Part of the Meeting:
 * Sue Gardner- Wikimedia Foundation; Executive Director
 * James T. Owen- Wikimedia Foundation; Executive Assistant to the Executive Director
 * Sal Giambanco- Omidyar Network; Partner
 * Eugene Eric Kim- Wikimedia Foundation; Strategic Planning Project Manager
 * Philippe Beaudette- Wikimedia Foundation; Strategic Planning Facilitator
 * Barry Newstead- Bridgespan Group; Partner
 * Laura Lanzerotti- Bridgespan Group; Case Team Leader

=Welcome & Housekeeping Items=

Michael Snow welcomed the Board and the attending Wikimedia Foundation staff. In accordance with the Foundation's Conflict of Interest Policy the Board signed Pledge of Personal Commitments forms.

Jan-Bart de Vreede provided the board with a brief update on the Advisory Board, including discussions he had with Angela Beesely about the role of and need for an Advisory Board Chair. Following their correspondence, Angela excused herself from the position and the Board agreed that going forward the Advisory Board does not need a chair.

As per the Wikimedia Foundation's Gift Policy, the Board of Trustees approval is required for donations over USD 100,000. Sue Gardner informed the Board of an expected 2,000,000 USD unrestricted grant on behalf of Google.org. Google.org, the philanthropic arm of the Google Inc., is a grant making organization which has committed over 100 million USD in grants to non-profits and companies with breakthrough technologies. The Board voted unanimously to accept the pending 2,000,000 USD unrestricted grant from Google.org.

Approved: 9-0. In favor: Michael, Jan-Bart, Stu, Kat, Jimmy, Ting, Arne, Matt, Samuel

The Board briefly discussed the length of terms for Board-Appointed Trustees and the Community Founder Trustee, and Board rotation. The Trustees decided to postpone the discussion and will review terms and rotation at a later date.

=Approval of November Board Meeting Minutes=

Kat Walsh presented the Board with the November 2009 Board of Trustees Meeting Minutes. Michael Snow motioned to approve the minutes. The Board voted and the November 2009 minutes were approved.

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

=By-Laws Review Resolution=

Michael Snow presented the Board with a resolution to amend language in Article IV, Section 3, Subsections (C) through (F) of the Foundation's Bylaws. He explained the amendment will eliminate unnecessary dates which were included in the April, 2008 Board Reorganization Amendment.

The Board unanimously voted to approve the amendment.

Be it resolved, that the Wikimedia Foundation Board of Trustees amends Article IV Section 3, Subsections (C) through (F) of its Bylaws to read as follows:

''"(C) Community-selected Trustees. Three Trustees will be selected from candidates approved through community voting. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures, which shall take place in odd-numbered years. The Board shall determine who is qualified to vote for community-selected Trustees. The Board will approve candidates who receive the most votes, subject to Subsection (A), supra. and other provisions of these Bylaws. In the event that a candidate is selected who does not meet the requirements of Subsection (A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) appoint the candidate receiving the next most votes to fill the resulting vacancy, subject to this section and to Section 6 below. Community-selected Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees, but may continue to serve chapters in informal or advisory capacities. Trustees selected by the community under this subsection shall serve two-year terms.''

''(D) Chapter-selected Trustees. Two Trustees will be selected by chapters in even-numbered years according to a procedure approved by a majority of the chapters and approved by the Board. Amendments to this procedure also must be approved by a majority of the chapters and approved by the Board. Chapter-selected Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees, but may continue to serve chapters in informal or advisory capacities. Chapter-selected members must meet the requirements of applicable state or federal law for Board membership. In the event that a candidate is selected who does not meet the requirements of Subsection (A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) request that the chapters select a new Trustee to fill the resulting vacancy, subject to this section and to Section 6 below. Trustees selected by the chapters under this subsection shall serve two-year terms.''

''(E) Board-appointed Trustees. As many as four Trustees may be appointed by the Board to non-community-selected, non-chapter-selected positions, and the term of each such appointment shall not exceed one year. The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A), above, and with applicable state and federal law. Board-appointed Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees. The term of each Board-appointed Trustee who is appointed under this subsection (E) ends on December 31 of the year in which the Trustee begins to serve in his or her position. Any Trustee selected by the Board under this subsection shall serve all or part of a one-year term, depending on the date when the Trustee begins his or her term. The Board may reappoint a Trustee appointed under this subsection from year to year, for successive one-year terms.''

''(F) Community Founder Trustee Position. The Board may appoint Jimmy Wales as Community Founder Trustee for a one-year term, which term is to end on December 31 of the year. The Board may reappoint Wales to the Community Founder Trustee position from year to year to successive one-year terms. In the event that Wales is not appointed as Community Founder Trustee, the Community Founder Trustee position will remain vacant, and the Board shall not fill the vacancy."''

Approved: 9-0. In favor: Michael, Jan-Bart, Stu, Kat, Jimmy, Ting, Arne, Matt, Samuel

=Trademark Policy=

The Board of Trustees reviewed the extended and revised version of the Wikimedia Foundation Trademark Policy and FAQ. The policy changes aim to outline and clarify the policy which was adopted in the Board's April 2009 Trademark Policy resolution.

The Board requested the Executive Director and staff of the Wikimedia Foundation should apply liberal policies in licensing Wikimedia trademarks to Foundation affiliates and other organizations who wish to use the trademark for product development which does not conflict with the work of the Wikimedia Foundation. The Board asked the Executive Director to create a permission request form to streamline the review process. Additionally, the Board requested the Foundation provide the Board an overview of the policy implementation and trademark usage by February 2011.

The Board voted unanimously approving the revised Trademark Policy and FAQ.

Approved: 9-0. In favor: Michael, Jan-Bart, Stu, Kat, Jimmy, Ting, Arne, Matt, Samuel

=Board Development=

Matt Halprin with the support of Sal Giambanco from the Omidyar Network lead the Board in a self-development session. The session focused on strengthening the work and effectiveness of the Wikimedia Foundation's Board. Sal formally served as the Vice President of Human Resources and Administration for PayPal and eBay, and currently leads the Human Capital and Operations functions of the Omidyar Network. In his role, he works to closely with a variety of for profit and non-for-profit organizations to provide executive coaching and Board development.

In the weeks leading up to the Board of Trustees Meeting Sal conducted brief telephone interviews with each Board members. These calls provided Sal with an outline of the current state of the Wikimedia Foundation's Board and the Boards overall effectiveness. During his presentation Sal consulted the Board on a variety of topic areas most notably the roles and responsibilities of a Board, committee structures, effectiveness, and board composition.

The Board discussed the performance of the various Board and community committees that currently support the Wikimedia movement. Several trustees volunteered to help explore the sub-committee structures. Michael Snow took responsibility for determining next steps for board development work including whether to appoint a Board Governance Committee that would help determine solutions to increase the effectiveness of the current Committees and to determine where additional committee systems are needed.

Sal provided the Board with a decision making tool called RASCI (Responsible, Approver, Supporter, Consultant, Informed). Sal explained through using the RASCI tool the Board will improved their overall effectiveness and be able to set clear exceptions of their roles and responsibilities toward governance and organizational development. Using the RASCI tool the Board reviewed a variety of situational exercises to collectively determined the Board's role in the decision making process.

=Executive Session=

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

=Strategic Project= Strategy Memo (http://strategy.wikimedia.org/wiki/Wikimedia_Foundation/Feb_2010_Letter_to_the_Board)

The Board welcomed Barry Newstead, Laura Lanzerotti, Eugene Kim, and Philippe Beaudette to discuss the Foundation's Strategy Development Project. Barry provided the Board with a brief introduction and provided a recap of the overall strategy process and next steps.

Eugene Kim addressed the Board proving a high level overview of the data collection process used to shape the strategy plan. The Board briefly discussed potential weaknesses in the data collection, particularly related to task force groups which were unable to provide solid recommendations. The strategy team addressed the concern informing the Board that the strategy team used a variety of other mediums to collect data needed to compensate for underpreforming taskforces.

Laura Lanserotti provided the Board with a the recommended priorities for the 5-year strategy plan.


 * 1) Building the technological and operating platform that enables Wikimedia to function sustainably as a top global Internet organization.
 * 2) Strengthen, grow and increase diversity of the editing community.
 * 3) Accelerate impact by investing in key geographic areas, mobile application development, and stimulating volunteer innovation.

Key discussions focused around the development of the global south and which geographic regions would provide the best location for impact investments.

Laura also provided the Board with recommendations of areas the Wikimedia Foundation should not prioritize in a 5-year strategy. She went on to explain that although the Wikimedia Foundation will not prioritize these areas in their daily development it does not necessarily mean they are considered low priority. She went on to explain in some cases, these priorities are explicitly listed because they are important, but better executed by others such as Chapters and community volunteers.

The Wikimedia Foundation will not: Increase investment in China Invest in an on-the-ground presence in more than three high-priority test regions. Invest in directly staging public outreach or developing content partnerships. Invest in direct editorial interventions to increase quality. Create an advocacy agenda and/or allocate resources to engage forcefully in pubic policy development. Make investments dedicated to project-specific work that is unlikely to achieve significant impact.

Following a review of the Strategy Memo the Board expressed their pleasure regarding the work of the strategy team, and their satisfaction of the overall picture.

After reviewing the Strategy Memo the Board held a high level discussion involving the roles of the various organizations and groups within the Wikimedia Movement. Key concerns address the lack of a clear organizational structure, the role of chapters and other affiliates which are not currently covered through chapters, volunteer council, and the health of the movement. The Board concluded the issues and concerns involving movement roles must be addressed directly by the Board. Jan-Bart and Arne were asked to develop a proposal to address the concerns surrounding the organizational structure.

RESOLVED: That the Board has received the January 25, 2010 “Strategy Memo” from the strategy project team, and thanks everyone involved worldwide for their extraordinary contributions thus far.

The board hereby directs the Executive Director to proceed with the development of the 2010-2015 strategic plan.

The board affirms the importance for a strong decentralized movement structure and its own responsibility to lead on organizational development of the international Wikimedia movement and directs the Executive Director to dedicate necessary resources to this.

Approved: 9-0. In favor: Michael, Jan-Bart, Stu, Kat, Jimmy, Ting, Arne, Matt, Samuel