Minutes/April 3-5, 2009

Meeting Date: April 3-5, 2009

Meeting Location: Berlin, Germany

= April 3 = Board Chair Michael Snow called the regular Board of Trustees meeting to order on April 3 at 11:40. 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
 * Domas Mituzas- Executive Secretary of the Board of Trustees
 * Stu West- Treasurer of the Board of Trustees
 * Ting Chen- Trustee
 * Jimmy Wales- Founder/Trustee
 * Kat Walsh -Trustee
 * Absent: None

Others Present:
 * Sue Gardner- Executive Director
 * James Owen- Personal Assistant to the Executive and Deputy Director

Introduction/ Agenda Overview:
Presented by Michael Snow and Sue Gardner

Michael Snow welcomed the Board and the attending Wikimedia Foundation staff. Sue Gardner and James Owen distributed the agenda and other Board Materials. Sue Gardner presented the Board with an overview of the agenda.

Approval of January Board Meeting Minutes: (Handout)
Michael Snow presented the January Board Meeting Minutes to the Board, he informed the Board that the minutes were posted online before they received final approval.

Domas Mituzas began a discussion on the approval and revision process for future minutes. After a short discussion the Board agreed that it in the future fully executed and approved Board Resolutions and Statements can be posted before meeting minutes are approved.

Sue Gardner asked the Board for feedback on the new structure used in the January meeting minutes, Jan-Bart de Vreede expressed he agrees with the new format but would prefer less emphasis on meeting structure and more detail surrounding issues and resolutions.

Sue asked the Board to create a clear process for the creation, distribution, and approval of meeting minutes. After a period of discussion the Board decided the following:


 * 1) The Personal Assistant to the Executive Director will take meeting minutes during Board meetings.
 * 2) The Personal Assistant will create a detailed draft of the minutes.
 * 3) After the Personal Assistant has drafted the minutes, the Executive Director will post the minutes to the Boardwiki. Upon posting the minutes on the Boardwiki the Executive Director will review and edit the original draft.
 * 4) The Executive Secretary of the Board will review and edit the Executive Director's meeting minutes draft.
 * 5) The Executive Secretary will then notify the Board that the meeting minutes are ready for review. Trustees will be given one week to review and edit the meeting minutes.
 * 6) The Board will vote on the minutes approval electronically through the Boardwiki.
 * 7) Once the minutes have received approval by a majority of Trustees, the Executive Secretary will publish minutes and notify the Personal Assistant, Executive Director, Board of Trustees and, Foundation and Internal mailing lists that the minutes have been approved.
 * 8) The Executive Director will provide the Personal Assistant with the final version of the meeting minutes to be used in record retention.
 * 9) The Personal Assistant will publish the minutes on the Wikimedia Foundation site, and will mail them to the Foundation and Internal mailing lists on behalf of the Board.

After the Board finalized the meeting minute process Michael Snow called for a vote to approve the January meeting minutes, Stu West seconded the motion. The board unanimously voted to approved the January 2009 Meeting Minutes of the Board of Trustees.

Approved 6-0. In favor: Jan-Bart, Ting, Kat, Michael, Domas, Stu. Absent: Jimmy

Chief Program Officer:
Sue Gardner announced that the Foundation was in the process of finalizing the hiring of its first-ever Chief Program Officer (CPO). Sue thanks Michael and Kat for their support and participation in the hiring process.

Sue provided the board with an overview of the hiring process, including a walkthrough of required skills and experience, the process for surfacing and evaluating candidates, and the process through which the final decision was made.

Sue then gave the Trustees an overview of the skills and professional background of the newly hired CPO Jennifer Riggs. Kat and Michael spoke as well in support of the new CPO.

Michael Snow briefly addressed the Board saying he was pleased with the hiring process and policies of the Foundation. Michael thanked Sue for her work and dedication throughout the CPO hiring process.

Approval of the Form 990: (Handout)
Stu West presented the Board with the Form 990 for 2007. Stu expressed the document was straightforward and that he was pleased by the process and final results. The Board was asked if they had any questions regarding the return, or the process used during its creation.

Michael Snow motioned to vote on the Form 990; the motion was seconded by Stu West. The Board voted unanimously to approved the Form 990.

Sue then told the Board that an FAQ will be created and distributed with the public copy of the Form 990. Upon returning to San Francisco, she will ask CFOO Veronique Kessler to have the Form 990 filed by KPMG, and to have the public copy published on the Wikimedia Foundation website, along with the accompanying FAQ.

Approved 6-0. In favor: Jan-Bart, Ting, Kat, Michael, Domas, Stu. Absent: Jimmy

Global Trademark Strategy Position Paper: (Handout)
Presented by Sue Gardner

Sue presented the Board with a position paper outlining recommendations for the handling and development of the Foundation's commercially valuable trademarks. The paper was developed by Mike Godwin with co-authors John Slafsky and Nathan Ferguson of the law firm Wilson Sonsini Goodrich Rosati. The statement was also reviewed and approved by Kul Wadhwa, and Jay Walsh. Michael Snow asked the Board to review the policy before proceeding to discussion.

Sue Gardner expressed that the document provides general recommendations to protect the Wikimedia Foundation's trademarks. She said that the goal of the statement is primarily to document and explain the current practices of the Wikimedia Foundation staff with regards to trademark protection.

The Board reviewed the position paper, then asked Kat Walsh to draft a statement on behalf of the Board.

Kat drafted the statement below, which was reviewed by the Board. The board voted unanimously to approve the statement.

''The Wikimedia Foundation is committed to enabling our mission through a wide network of chapters, community members, and organizational partners who are all able to better achieve their goals by identifying themselves with the Wikimedia community. Because of these efforts, there is a large amount of value and goodwill associated with the name and marks. Trademark law in the United States and internationally requires that the holder of a mark take affirmative steps to protect the integrity of the mark. However, because of our commitment to openness and community empowerment, we wish to do this in a way that allows chapters and community members to be able to continue to identify themselves with Wikimedia marks without being unnecessarily restrictive.''

Because of this, we ask the Wikimedia staff to take appropriate steps to register and protect the Wikimedia marks, develop a set of policies and practices, and develop a strategy to allow uses by the chapters and community for activities in line with the Wikimedia mission.

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

2009-2010 Annual Plan Development Process: Check-In for the Board: (Presentation) (Handout)
Sue Gardner presented the Board with an interim update on progress towards creating the Wikimedia Foundation's 2009-10 Annual Plan. She provided a general overview of the process and a preview of potential strategic spending investments. Sue began her presentation with a process recap of the steps the Foundation has currently taken, and the next steps required to produce the 2009-10 Annual Plan. She informed the Board that the five 2009-10 goals will remain the same as in 2008-09 goals, but that emphasis will shift toward reach, quality, and participation.

Sue then presented an overview of projected spending and revenue. A short discussion took place about the global economic situation: Sue stated that she believes the Foundation's revenue goals are attainable, and that spending will be structured to allow scaling back if goals are not met.

Sue then presented the Board with a list of potential strategic spending increases for 2009-10, including the launch of a strategy development project, the development of a basic “bookshelf” of public outreach reference materials, new staff positions, a Wikimedia fellows and interns program, grants for chapter and volunteer initiatives, and other operational development programs. A wide-ranging discussion was held about various priorities and investments.

The Board requested an IRC meeting in June to review and discuss the Annual Plan.

=April 4, 2009=

Biographies of Living People: (Presentation) (Handout)
Presented by Sue Gardner

Sue Gardner asked the Board to review a draft statement on the Biographies of Living People (BLP).

After the Board reviewed the statement, Sue gave a presentation focusing on the concerns and issues surrounding biographies of living people found on Wikipedia.

Many BLPs are unproblematic: they are neutral, accurate, complete and sourced. These articles typically are about well-known politicians and celebrities. Because these articles receive heavy traffic and are carefully monitored, vandalism and self-promotion is typically corrected within a short time frame.

However, Sue said, many BLPs are problematic - malicious/distorted, badly written, weakly sourced, vandalized, or promotional in nature. Problematic BLPs tend to be those that receive less traffic, which can result in vandalized and incorrect information remaining in the article for long periods of time. Problematic BLPs hurt Wikipedia's credibility, offer poor-quality information for readers, and can be damaging to the article subjects.

Sue stressed that the problem is not the core community of Wikipedia editors; it is outsiders writing to fulfill their own agenda. She said that editors spend so much time deleting or cleaning up overly-promotional BLPs, they may underestimate, or be insensitive to, the problem of BLPs which are unduly negative.

Sue began a discussion with the Board about OTRS and how to fix problematic BLPs.

Michael Snow stated that repairing problematic BLPs is difficult and takes hours of research.

Sue agreed, saying that working on problematic BLPs is different from many OTRS tasks.

Kat expressed the scale of problematic BLPs is so significant that OTRS volunteers face potential burnout due to the volume and scope of the problem.

Ting suggested the creation of a workgroup for each big language version with the primary focus on the problem. This workgroup would be dedicated to resolve and repair articles.

Sue discussed the potential for creating a training program for OTRS volunteers and workgroups who work to resolve problematic BLPs. Jan-Bart agrees, but thinks the Foundation should focus more effort on increasing customer service across all areas of OTRS, not just BLPs.

Michael Snow suggested that customer service and BLP clean-up through OTRS should be a key goal for the Foundation's new Chief Program Officer. Jan-Bart and Kat started a short conversation that the Board should revisit the topic of customer service for OTRS in a future Board meeting.

Sue presented the Board with a list of possible solutions to resolve problematic BLPs.

1.Ask all projects to put in place a BLP policy.

2.Ask the community to take subject-initiated deletion requests seriously.

3.Ask the community and staff to continue creating and implementing quality control mechanisms.

4.Ask the community and staff to make it easier to report problems.

5.Ask the community to treat complaints with patience, kindness, and respect.

Jan-Bart made two suggestions toward resolving problematic BLPs. First he suggested creating a level of notability based on the traffic an article receives. Articles falling below the base level would be removed. Secondly, he suggested the Board could facilitate a dialog with OTRS regarding the negative impact of poor BLPs and how these articles effects people.

Sue suggested to the Board that they refine and approve the draft statement, with the goal of increasing awareness of the BLP problem, and calling for help in solving it. She stressed that the statement would be a first step, and would not by itself resolve the issue.

The board refined the statement, and then Michael Snow motioned to vote on it.

Michael Snow and Kat Walsh presented the final BLP Statement to the Board of Trustees, and the Board voted unanimously in favor of the statement.

Board of Trustees BLP Statement


 * Drafted by Sue Gardner with input from Erik Moeller, vetted by Mike Godwin and Jay Walsh. Reviewed and refined by the Board.

''The Wikimedia Foundation takes this opportunity to reiterate some core principles related to our shared vision, mission, and values. One of these values which is common to all our projects is a commitment to maintaining a neutral point of view.''

''In our efforts to offer a source of knowledge that is valuable and useful to all, we have a responsibility to uphold these values by also providing accurate information. Participants in Wikimedia projects have created resources of vast size and scope. As we have emphasized for several years, in addition to the quantity of knowledge that is available, its quality is also an essential matter. The generally high quality of information in Wikimedia projects has been confirmed by a number of studies, but it is important that we always strive to improve. As with any endeavor that provides educational and informational material, errors need to be avoided, especially when they have the potential to cause harm. One area where this applies is when writing about living people.''

''Increasingly, Wikimedia articles are among the top search engine results for just about any query. That means that when a potential employer, a colleague, friend, neighbor or acquaintance looks for information about a person, they may find it at the Wikimedia sites. As the popularity of the Wikimedia projects grows, so does the editing community's responsibility to ensure articles about living people are neutrally-written, accurate and well-sourced.''

As our popularity has grown, some issues have become more prominent:

''  * Many people create articles that are overly promotional in tone: about themselves, people they admire, or those they are paid to represent. These are not neutral, and have no place in our projects. Generally, the Wikimedia community protects the projects well against this common problem by deleting or improving hagiographies.''

''  * People sometimes vandalize articles about living people. The Wikimedia community has developed tools and techniques for counteracting vandalism: in general they seem to work reasonably well.    * Some articles about living people contain small errors, are poorly-written or poorly-sourced. Articles about people who are only marginally well-known are often neglected, and tend to improve much more slowly over time, if at all.    * People sometimes make edits designed to smear others. This is difficult to identify and counteract, particularly if the malicious editor is persistent.''

The Wikimedia Foundation Board of Trustees urges the global Wikimedia community to uphold and strengthen our commitment to high-quality, accurate information, by:

1) Ensuring that projects in all languages that describe living people have policies in place calling for special attention to the principles of neutrality and verifiability in those articles;

2) Taking human dignity and respect for personal privacy into account when adding or removing information, especially in articles of ephemeral or marginal interest;  3) Investigating new technical mechanisms to assess edits, particularly when they effects living people, and to better enable readers to report problems;

4) Treating any person who has a complaint about how they are described in our projects with patience, kindness and respect, and encouraging others to do the same.

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

Nominating Committee Update:
Michael Snow began a discussion focused on the progress of the Nominating Committee. Michael informed the Board that although the Nominating Committee had made progress toward finding nominees, the process had not reached a conclusion. He stressed that filling the vacant Trustee seats will add cohesive and stability to the Board.

After a short discussion, the Board concluded that due to the coming election and the integration of chapters-recommended members, the Board may face high turnover in the near future. Therefore, the Nominating Committee "expert members" should not be seated until after the summer.

Stu West suggested the possibility of using an outside firm to assist the Nomination Committee, suggesting a search firm could add additional focus to the process. The Board discussed the benefits of using an outside search firm. Michael expressed concerns that an outside firm might focus too heavily on American candidates. Sue suggested that finding a firm whose specialties are international candidates might supply a better list of nominees. Domas suggested that the if the Board chooses to use an outside search firm, that the committee should still search for their own candidates within the Wikimedia community.

The Board agreed that a two-front approach would yield a list of qualified and well balanced nominees. Stu West suggested the Board authorize either Michael or Sue to follow-up, and then the Board directed Sue to begin discussions with potential firms and work with Michael to develop a recommendation.

=April 5, 2009=

Strategy Development Process: (Presentation) (Handout)
Presented by Sue Gardner

Sue made a presentation updating the Board on progress towards the launch of the collaborative strategy development project, as requested by the board at its January meeting.

Sue told the board that talks with Bridgespan, a nonprofit strategy consulting agency, had been proceeding well, and that she intends to use Bridgespan to advise and assist throughout the strategy development process. She stressed that Bridgespan would be a support to the project, but that the project as a whole would be community-centered and staff-supported.

She described the proposed organization of the project as follows:


 * Steering Committee- The Strategic Development Process will be led by a Steering Committee made up of the Wikimedia Foundation Board of Trustees. The committee will evangelize, support, and make decisions as necessary.
 * Project Team- Will oversee and support the work of the Groups and Subgroups, keeping the project on task and within the timeline. Project Team members will be Michael Snow, Sue Gardner, Erik Moeller, Barry Newstead from Bridgespan, Daniel Stid from Bridgespan, and a Project Manager.
 * Working Groups -The project will consist of four primary Working Groups (Reach, Quality, Participation, and Communications). Each Working Group will have a broad scope of work, and will create Subgroups tasked to make recommendations for pieces of that work. Working Groups will have several members, including Wikimedia board members, Wikimedia staff, and Wikimedia volunteers (who may include Advisory Board members or other experts).
 * Subgroups - Each Working Group will oversee and support the work of several Subgroups, which will have a specific scope of their own (e.g., mobile, or India). The Subgroups will be asked to research and make recommendations in response to specific questions posed by the Working Groups. subgroup membership may include Wikimedia board members, Wikimedia staff, and Wikimedia volunteers (who may include Advisory Board members or other experts). The work of the Subgroups will be supported by Wikimedia staff, Bridgespan staff, a Research Analyst and a Recruiter/Facilitator.

While reviewing the organizational process, Sue explained the Foundation will hire three employees to facilitate the Strategy Development Process.


 * Project Manager- The project manager will keep the project moving forward and communicate progress to stakeholders.
 * Research Analyst- The Research Analyst will provide information (data and research material) to the working groups upon request. Information will come from various sources including Erik Zachte's statistics, comScore, various publicly-available sources such as Pew reports, etc.
 * Recruiter/Facilitator- Will find internal and external experts for the Working Groups and Subgroups upon request. Will facilitate conversations, keep work on track, foster communications among groups, etc.

Sue next provided the Board with a project timeline with target completion dates. She explained in detail the level of commitment expected from staff, Trustees, Bridgespan, and the volunteer community. The general timeline overview was the following:


 * July- Project Kick off, by July the foundation will hire a Project Manager, Recruiter/Facilitator, and Research Analysis. Bridgespan Group will begin collecting data through a series of interviews with key stakeholders, and a survey of the Wikimedia community.
 * September- Bridgespan will release the findings of their data collection in a research paper, providing suggestions and directions for the Workgroups and Subgroups. Workgroups and Subgroup scope of work and membership will be finalized.
 * October- Workgroups and Subgroups will begin meeting and collecting additional data.
 * January- WMF Board will meet to review the project's progress, and make next step decisions.
 * February- Most of the data has been collected, Workgroups and Subgroups finalize their data and research.
 * March- The 5-Year Strategic Plan is completed, WMF staff and the Board begin working on implementing the plan.

After Sue completed her overview of the timeline, the Board began a discussion to determine an appropriate term for the cope of the project and the people involved in it. The Board agreed that the “movement” is an inclusive term that would include Trustees, community members, staff, and the Advisory Board. Sue agreed with the board that using the term “movement” is all-encompassing and doesn't exclude anyone.

Next, Sue reviewed the cost of the project. The total cost was estimated at $720,000, Sue provided a detailed breakdown of the project expenses outlining the two phases of the Bridgespan Group's work as $400,000, project team staffing cost at $260,000, and travel and incidentals averaging around $60,000. Sue then informed the board that the Foundation plans to apply for grants to cover all or some of the project costs.

Sue expressed a desire to make the project as transparent as possible. This will be the first collaborative strategy development process ever, and other institutions such as non-profits and research institutions will want to learn from what we do.

The Board created the following statement launching the strategy development project:

Whereas the Wikimedia Foundation intends to develop a strategic plan laying out a course of action for the next three to five years, the Board of Trustees directs its Executive Director, Sue Gardner, to develop and execute a strategic planning process, in close consultation with the Board, and on its behalf.

''The work of the Wikimedia Foundation is founded in the premise that open, mass collaboration is the most effective method for achieving high-quality decisionmaking. Therefore, we ask that the strategic planning process be designed to include input from a wide range of sources, including Wikimedia volunteers and supporters representing a diversity of geographies and projects. We ask that the process also aim to solicit input from parties who are currently not part of the Wikimedia community, in an effort to broaden our knowledge base and benefit from new ideas and information.''

The principles guiding this process should include:

''   * Transparency. As much as possible, work should be done in public, and be visible to all.''

''   * Participation. The mechanisms used to solicit input should be designed to be as open as reasonably possible, and to encourage broad participation.''

''   * Collaboration. We recognize that we will not develop a consensus strategy that pleases everyone. We will need to make difficult decisions that may prove unpopular. But we believe that people who want to have a voice in the process, should be heard.''

The board voted unanimously in favor of the statement.

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 sessions, and minutes are not kept.

Advisory Board Update:
A brief discussion was held about formalizing the process for bringing in new Advisory Board members, and releasing those who have served their full term. It was agreed that Advisory Board terms will expire on January 1 each year, and the Board may invite Advisory Board members to extend their terms, if mutually agreeable.

Wrap-Up:
Michael Snow reconstituted the Audit Committee. He stated that the Audit Committee will still be under the direction of Stu West. Michael Snow and Ad Huikeshoven will also remain on the Audit Committee as a voting members. Michael then suggested that in the future the Board might consider increasing the size of the Audit committee. Michael Snow addressed the Board for any further updates before making a motion to adjourn the meeting, the motion to adjourn was seconded and the meeting was adjourned at 13:45