Minutes/2013-08-07

Wikimedia Foundation Board Meeting

August 7 - 8 & 10, 2013


 * Location: Hong Kong
 * Board of Trustees Present: Kat Walsh (Chair), Jan-Bart de Vreede (Vice-Chair), Bishakha Datta, Sam Klein, Patricio Lorente, Ana Toni (by voice (Skype) from Brazil), Jimmy Wales, Stu West, Alice Wiegand, Phoebe Ayers (as an observer and member), and Maria Sefidari (as an observer and member)
 * Non-Trustees Present for most of the meeting: Sue Gardner (Executive Director), Geoff Brigham (General Counsel and Board Secretary), Stephen LaPorte (Legal Counsel)

The Chair called the meeting to order at 9:00 AM on August 7, 2013.

Introductions
Board members shared short introductions about themselves. Ana was welcomed to her first Board meeting. Maria and Phoebe were invited to join as non-voting observers for the first day of the meeting.

Audit Committee
The Audit Committee reviewed its annual goals, including approving the audit plan, approving the audit results, approving public filings, and providing oversight for funds dissemination. The Audit Committee reported on its July meeting, where it discussed long-term investment options with Garfield Byrd. The Audit Committee plans to discuss this topic with the Board in November.

Board Governance Committee
The Governance Committee reviewed its annual agenda, which was previously published on Meta.

Human Resources Committee
The Human Resources Committee provided a brief update on the Board's annual review.

Executive Session
The Board held a confidential session to review matters relating to the Executive Director transition. Sue left the room for this portion of the meeting.

Jan-Bart's re-approval
The Board discussed inviting Jan-Bart to an additional term. Jan-Bart left the room for this portion of the meeting.

Stu's re-appointment
The Board discussed inviting Stu to an additional term. Stu left the room for this portion of the meeting.

Board member feedback and Board retreat
Geoff and Stephen left the room, and the members of the Board shared and discussed their individual feedback. Gayle, Geoff, and Stephen joined the meeting, and the Board reviewed their plans for a retreat for the 2013-14 year.

Funds Dissemination Committee update
Patricio and Jan-Bart updated the Board on the activities of the Funds Dissemination Committee ("FDC"). Sue first updated the Board on her discussions with the FDC about the WMF's participation and reporting obligations, indicating that she expected to come to a resolution shortly. With respect to the FDC in general, Patricio shared his observations about where the FDC process has worked well for grant applicants, and where it has an opportunity to improve. Based on the FDC’s previous round, some areas of potential improvement were the application process and reporting requirements. Overall, the FDC continues to meet expectations, and will be evaluated by the FDC Advisory Group.

Term limits
Alice presented an overview of previous discussions on the issue of mandatory term limits for appointed trustee positions.

Board members discussed the need to ensure there is an opportunity for fresh perspectives on the Board, but also balance against the cost of identifying, recruiting, and introducing new appointed trustees. Board members also discussed to what extent term limits were appropriate for an organization like the WMF, with its unusual leadership requirements, steep learning curve, and significant time commitment. At the conclusion of the discussion, the Board decided to postpone the question until a Board member has prepared a specific proposal for the Board’s consideration. It is expected that the Board Governance Committee will consider making a proposal addressing these issues.

Ana was not present for the remainder of the meeting on Wednesday.

Transition team
Jan-Bart and Sue updated the Board on the timeline and progress of the Transition Team's search for the Wikimedia Foundation's next Executive Director. More details about the process is available on the Transition Team's Meta page. There was discussion and agreement about adding an additional trustee to the transition team and allowing Kat to remain on the team, given her experience with WMF, the community, and the movement.

Advisory Board
The Board held a brief discussion of the Advisory Board: its purpose, practices, and functioning. The Board postponed the discussion until a Board member has prepared a specific proposal for the Board's consideration.

Visual Editor update
Erik Moeller joined for this portion of the meeting.

Erik presented the current status of the beta Visual Editor on Wikimedia projects. Erik explained the investments in developing the Visual Editor and how bugs are reported, evaluated, and resolved. Erik also explained the role of community liaisons in the process, and Sue reviewed some of the discussions with the Wikimedia community about the Visual Editor.

Adjournment and reconvening
After the presentation and discussion of the Visual Editor, the Board concluded the first day of its meeting.

The meeting reconvened at 9:00 AM on Thursday, with all trustees present, and Ana participating by voice (Skype). Sue, Geoff, and Stephen were also present.

Housekeeping resolutions

 * The Board approved a resolution renewing Stu's appointment to the Board, with the understanding that this appointment would not be renewed at its completion. Resolution: Stu West reappointment 2013.
 * The Board approved a resolution renewing Jan-Bart's appointment to the Board, with the understanding that Jan-Bart intends to resign after serving one year. Resolution: Jan-Bart reappointment 2013.
 * The Board approved the resolution approving Maria, Sam, and Phoebe's appointment to the Board. Resolution: Board appointments August 2013.

After this point in the meeting, Kat was invited to continue to attend at the meeting as an non-voting observer.

Officer elections
The Board members present discussed the officer and committee appointments. The Board then approved the following appointments:


 * Chair: Jan-Bart de Vreede
 * Vice Chair: Phoebe Ayers


 * Audit Committee
 * Chair: Stu West
 * Member: Samuel Klein
 * Alternate: Jimmy Wales


 * Human Resources Committee
 * Chair: Samuel Klein
 * Members: Phoebe Ayers, Jan-Bart de Vreede
 * Alternate: Alice Wiegand


 * Governance Committee
 * Chair: Alice Wiegand
 * Members: Jan-Bart de Vreede, Ana Toni, Maria Sefidari


 * Affiliations Committee
 * Board liaisons: Maria Sefidari, Patricio Lorente


 * Funds Dissemination Committee
 * Board liaisons: Bishakha Datta, Patricio Lorente

Ana was not present for the remainder of the meeting on Thursday.


 * Resolution: Board Officer and Committee Appointments 2013.

Wikimania Committee
The Board considered a proposal to establish a standing Wikimania committee to assist with selecting bids and organizing the conference. The Board agreed that a standing Wikimania committee would not be a Board committee, but it was supportive of the purpose of the committee. Four members of the Board offered to prepare a letter encouraging a community-led group.

Strategy discussion
Sam opened a general discussion on strategy. With the approaching conclusion of the Wikimedia Foundation's five-year plan, the Board began a discussion on the topics for the next strategic planning process. A wide variety of potential strategic topics were identified, including those relating to movement organizations, grantmaking, support of volunteers, and improved metrics and measurements for outreach work. Trustees also discussed their personal high-level goals for the coming year.

The Board intends to continue this discussion in its upcoming retreat and future meetings.

Additional resolutions

 * The Board approved an amendment updating the Financial Spending Delegation to take into account the separate roles of the Chair of the Board Audit Committee and the Treasurer. Resolution: Amendment to the Delegations of Financial and Spending Authority.
 * The Board invited Doron Weber to be an observer at a meeting during the 2013-14 year. Vote: Board visitor - Doron Weber (2013)

Adjournment and reconvening
At this point, the meeting was adjourned, and the Board reconvened at 9:00 AM on Saturday, with all trustees present (with the exception of Stu), and Ana participating by voice (Skype). Sue, Geoff, and Stephen were also present.

Review and action items from previous discussions
The Board discussed further the composition of the Transition Team, mandatory term limits, the role of the Advisory Board, and the letter supporting the Wikimania committee proposal (with its conclusions summarized above).

The meeting ended at 10:00 AM.