Minutes/April 5-7, 2008

Board meeting, San Francisco, April 5-7, 2008

Agenda


 * Participating: Florence Nibart-Devouard, Jimmy Wales, Michael Snow, Kat Walsh, Domas Mituzas, Jan-Bart de Vreede
 * Absent: Frieda Brioschi
 * Quorum: Yes
 * Also present: Sue Gardner, Executive Director
 * Also present for certain parts: Mike Godwin, General Counsel
 * Start: 8:30 PDT, April 5
 * End: 18:00 PDT, April 7
 * Minutes recorded by: Domas Mituzas and Florence Devouard

April 5, Saturday
First meeting day is dedicated to brainstorming of governance problems and needs

Introduction

 * Introducing each other, identifying base position for upcoming meeting, introducing facilitator of discussion
 * Setting up agenda for whole meeting
 * Discussing logistics and other meeting planning

Governance structure changes

 * Foundation key operations areas identified, improvements discussed:
 * Decision: Advisory board should be further developed in key strategic areas. These areas must be identified.
 * Volunteer Council has functionality and scope problem
 * Decision: resolution about the Volunteer Council proposed by Lodewijk: rejected
 * Volunteer Council, or similar body, could help in appointing community board members
 * Board needs additional qualifications and expertise, which must be identified
 * Most board members consider community involvement remains unchanged
 * Action item for Michael:informing the community that the Volunteer Council resolution has been rejected

April 6, Sunday

 * Decision: only board members attending the meeting will vote on in-depth topics

Review and approval of IRS Form 990

 * Chairman Emeritus (CE) title has to be removed from Jimmy on the form, due to honorary title status
 * Request blacking out contributor names and addresses by default in public copies, use other methods to announce donors who agree to have their names made public
 * Publishing salaries and personal information is privacy violation, it has to be investigated what better privacy protections can be provided
 * Expand description of Wikia employees, define time of employment
 * Change website from www.wikipedia.org to wikimediafoundation.org
 * Business relationships of directors have to be explained
 * Key people salaries will be published, even if might not be mandatory
 * Decision: 990 is approved, provided that the requests for modification are implemented

Treasurer

 * Bylaws have to be updated to reflect treasurer position better in current organization (personal opinion) -> to be put on the agenda of next meeting
 * Position is expected to be long-term, with long-term visions, rather than reacting to past
 * Decision: Stuart West is invited to join the board as Treasurer
 * Other candidates may be invited to audit committee, or assist with other organizational matters -> new audit committee to be appointed after board meeting

Audit Committee

 * Michael Snow agrees to join the committee
 * Stu will have an important role in suggesting more membership candidate
 * Board Chair has final decision, based on existing input, according to audit charter

Pledge of Commitment

 * The draft proposed by Mike is not approved.
 * Freedom of projects as non-negotiable part of board activities has to be enforced in the new pledge
 * Shared values have to be part of Pledge of Commitment

Board composition

 * Discussion from previous day continued
 * Board should be expanded to at least 9 members
 * There should be reserved positions for needed internal or external expertise
 * Chair should be community representative
 * Expert publicity position for community founder is necessary (personal opinion)
 * Chapters should be able to assign certain positions
 * Elections are needed for direct community involvement
 * Being on board of a chapter and on foundation board is not fair to other chapters
 * Non-voting board positions on chapters are not conflicting
 * Nomination committee can be built to suggest board expansion, as advisory function
 * Needs to identify required board expertise
 * Needs assessing possible board members to fill in qualifications
 * Needs to be given specific tasks
 * Would suggest members for appointments, for board decision
 * Volunteer Council would not be used for elections, though other uses possible

Advisory board

 * There are multiple missing areas of expertise
 * Expense of annual meeting should be taken into consideration
 * Current advisory board is mission-centric
 * It may be impossible to have whole advisory board travel to Wikimedia Foundation events
 * The way of refactoring discussed
 * Needs more varied expertise in:
 * Public Relations
 * Fundraising and soliciting
 * Foundations
 * Board development
 * Finances
 * Some existing expertise needs to be refreshed
 * Decision reached: JB contact Angela (chair of advisory board) and discuss advisory board future with her

Approval of minutes for previous meetings

 * Minutes of December, 2007 meeting approved:
 * By: Florence, Jan-Bart, Jimmy, Kat (4 out of 5 board members of the time)


 * Minutes of March 1, 2008 meeting approved:
 * By: Domas, Florence, Jan-Bart, Jimmy, Kat, Michael

Migration between staff and board

 * Explicit restrictions not needed due to healthier staff and board policies
 * Should not be limiting community migration
 * Transparency of organization is protecting against abuse of such moves
 * Question resolved
 * Decision: resolution rejected

Data retention policy

 * Full compliance with US laws required
 * Needs further explanations in future to define what information is retained
 * Original draft needed clarification, specifying 'United States of America' instead of 'United States'
 * Decision: resolution approved

Privacy policy

 * In case private data is given to law enforcement agencies, community members must be notified about such event
 * Private email notification is enough, resolution has to be developed based on that
 * This covers just response to legal process, internal community activities, such like checkuser, are not covered by this rule
 * Original draft needed clarification, specifying 'United States of America' instead of 'United States'
 * Decision: resolution approved

Executive Director report

 * Goal establishment and tracking practices explained
 * Financial plans and practices explained
 * Human resources situation reviewed
 * Emphasis of outreach for non-mature projects discussed
 * The report is reviewed and approved by board (6:0)
 * [//board.wikimedia.org/wiki/Image:ED_Report_to_the_Board_AS_RELEASED.pdf]

Audit and management letter
Report only, no decisions
 * All suggestions are being implemented by current staff
 * All policies are being implemented by current staff
 * Accounting and financial oversight gaps should be covered thanks to hiring CFOO and arrival of new treasurer
 * Audit company needs to be changed, due to relocation to San Francisco

Governance

 * Continuing previous discussion
 * Changing of board majority at once should be avoided
 * Florence disagrees with limitation of being on chapter board and foundation board
 * Continuity of appointed members is needed - short term appointments should be avoided
 * Communication has to be done via Jay and Delphine, chapters and community
 * Decision: proposition to be further polished after the board meeting. See resolution about bylaws update at the end of the document

Chapter meeting

 * Board needs more information from chapters, on agenda and requirements for board participation
 * Florence, Frieda and Jan-Bart are candidates to go to chapter meeting
 * Foundation may support participation of certain chapters, but generally chapters should be sustainable

Security at Wikimania
Report from Mike
 * Generally environment is secure
 * Reviewed security report and discussed contingency plans
 * Library of Alexandria will be handling security, assisted by local police
 * Decision:Executive Director has authority to manage or change Wikimania plans, in case of security issues

Non-disparagement and confidentiality agreement

 * Non-disparagement agreement is needed to guard against personal and institutional attacks, not constructive criticism
 * The copy reviewed during board meeting was the copy of employee's non-disparagement agreement, not suitable to board
 * Due to nature of organization, some clauses are impossible to enact, like returning of confidential information and other property on termination
 * This document should be developed into non-disparagement agreement suitable for members of board to enter into with the foundation
 * Mutual obligations for board members and foundation are needed, including non-disparagement
 * Vote on the non disparagement agreement and confidentiality agreement rejected
 * Decision: Mike to develop a Commitment agreement: 5:1 (Kat against)

Media review

 * No dissenting required or needed (personal opinion)
 * Specific roles in board may have specific opinions, but board member as such has to stand for board messaging (Sue's opinion)

Board reorganization
Based on outcome of board meeting, approval of new bylaws after the meeting itself