Minutes/April 17, 2010

The Wikimedia Foundation Board of Trustees Meeting Minutes

April 17, 2010

Berlin, Germany

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

=Call to Order:=

Board Vice-Chair Jan-Bart de Vreede called the regular Board of Trustees meeting to order on Saturday, April 17, 2010 at 15:00CET. Those in attendance and constituting a quorum were:

Present:
 * Jan-Bart de Vreede- Vice Chair of the Board of Trustees
 * Ting Chen- Trustee
 * Arne Klempert- Trustee
 * Samuel Klein- Trustee

Present through Skype and Teleconference Lines:
 * Michael Snow- Chair of the Board of Trustees
 * Kat Walsh- Executive Secretary of the Board of Trustees
 * Stu West- Treasurer of the Board of Trustees
 * Matt Halprin- Trustee
 * Bishakha Datta- Trustee

Absent:
 * Jimmy Wales- Founder/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
 * Barry Newstead- Bridgespan Group; Partner

''Note: Several Trustees were unable to attend the April 2010 Board of Trustees meeting in person due to a volcanic ash cloud which suspended air traffic over western and central Europe. Trustees unable to physically attend were connected to the meeting through skype and teleconferencing methods. As a result the Board meeting was lead by Vice-Chair Jan-Bart de Vreede. The Board condensed agenda items to make the meeting manageable for the remote attendees.''

=Welcome & Housekeeping Items=

Jan-Bart de Vreede welcomed the Board and attending Wikimedia Foundation staff, and thanked the remote attendees for their flexibility and attendance. Jan-Bart introduced Bishakha Datta and welcomed her to the Board of Trustees. Bishakha provided a brief statement expressing pleasure at joining the Wikimedia movement.

Board members who attended the 2010 Wikimedia Chapters Conference provided impressions of the conference. In conjunction with the Chapters Conference discussion, the Board held a brief discussion on movement roles. To allow for effective time management the Board decided to continue the movement roles discussion at a later date through emails, the board wiki, and a potential IRC meeting in May or June.

Voting on the February 2010 Board of Trustee meeting minutes was postponed and will be conducted on the Board of Trustees wiki.

Stu West announced the completion of the 2008 Form 990 Tax Return, which was reviewed and approved by the Audit Committee on March 24, 2010. Stu informed the Board of a recent Audit Committee decision where the Board of Trustees will no longer be required to approve the Form 990 return prior to filing. The Board will still receive a copy of the approved return for its review, in advance of the filing date.

=Strategy Project Update: Recap, Implications, and Revenue Strategy=

Sue Gardner, supported by Barry Newstead, addressed the Board regarding the strategy plan. She provided a recap of the process thus far, and walked through the preliminary activity plan, preliminary revenue plan, preliminary thinking on chapters, and anticipated risks.

Sue reminded the board that that the strategy development process had identified three major priorities, and that at the February Board meeting, she and the board had discussed high-level investment agendas for each priority area. Since the February meeting, she told the Board, the business planning process has engaged WMF staff and external experts, in order to begin building out the 2010-11 annual plan and the 2010-15 strategy plan.

She then provided the Board with a list of milestones the Foundation's hopes to achieve over the next five years. Milestones were divided into short-term (12-18 months), medium-term (18-36 months), and long-term (36-60 months). Short-term milestones included such items as building a second data center; providing funding for face-to-face meetings of volunteers; creating systems for communications with readers, editors and donors, including investment in staff facilitation of translations; and launching on-the-ground teams to grow number of editors and accelerate editors' self-organization in India and Brazil. Medium-term milestones included such items as building caching centers to better support Asia and Latin America; and building capacity to support chapter organizational development and chapter fundraising. Long-term milestones included such items as developing features to enable Wikimedians to communicate and connect, in order to facilitate collaboration and production of quality content.

Sue also provided an estimate of the number of staff required to implement the planned activities, saying that the staff could be expected to grow to as many as 200 FTEs by 2015. A discussion was held about the implications of staff growth, and Sue explained that much of the growth was intended to energize and support the volunteer community.

Next, Sue provided an estimate of the spending required to achieve the plan, saying that spending could be expected to reach 40MM annually by 2015. She also talked about the revenue model required to support that growth, and introduced a 2007 study showing that more than 90% of America's fast-growing non-profits get 90% of their revenue from a single funder type (e.g., foundations, individual donors, government grants). The study advocated that growing non-profits identify the funding source that is the most natural match to their mission and beneficiaries, and build a professional organization and structure around that single source. To that end, Sue informed the Board that the Wikimedia Foundation intends to narrow its focus on community giving as its primary funding source, because community giving aligns best with the rest of the Wikimedia movement (it is global, and it empowers ordinary people); it enables the organization to stay focused on its own mission and strategy and creates the correct incentives; reduces the risk that donors will inappropriately grow to become more valued by the organization than editors; it is highly efficient, stable and predictable.

At this point of the meeting the Board drafted the following statement, approved 8-1 on the Board Wiki after the conclusion of the meeting:

At its February meeting, the Board reviewed progress thus far and authorized the Executive Director to proceed with the development of the 2010-15 strategic plan.

''At the April meeting, the Executive Director presented an update on the planning for 2010-15, including preliminary activity milestones and estimated staffing and budgetary requirements. The update posited that in order to achieve the milestones it described, the budget and staff of the Wikimedia Foundation will need to increase approximately fourfold by 2015. The Executive Director also presented an update on the planning towards the revenue strategy for 2010-15, which calls for the Wikimedia Foundation's growth to be funded primarily via “community giving” (small donations) as the most scalable and appropriate model for our work.''

''The Board understands that the strategy as presented is mid-process and will continue to evolve before being finalized and presented for approval as part of the 2010-11 and 2010-15 plans. The Board endorses the general direction as outlined, and has no serious reservations about it. Accordingly, the Board looks forward to reviewing a final proposed version of the 2010-11 plan in June, and reviewing a final version of the 2010-15 plan by its fall meeting.''

Approved: 8 in favor (Michael, Jan-Bart, Stu, Jimmy, Ting, Arne, Matt, Bishakha), 1 opposed (Samuel), 1 absention (Kat)

Sue then provided an estimated growth scenario for chapters development, which suggested that based on current growth rate, by 2015, there may be 59 chapters, including four with paid staff. She went on to explain Wikimedia Chapters are critical to Wikimedia's success and will carry out key activities including: evangelizing, staging outreach events, recurring new editors, developing content partnerships, working with experienced editors, supporting volunteers, representing Wikimedia agenda to policy makers, and fundraising to support the global Wikimedia movement.

The Board held a discussion focusing on how Chapters are a vital link in the Wikimedia movement and are intended to be an important part of the movement's success. Continued conversations involved chapter professionalization and how chapters can grow into self-sustaining entities with their own staff to facilitate successful activities for the movement. Additional discussions were conducted regarding chapter fundraising and how revenue sharing between the chapters and the Foundation is necessary to continue to develop the movement of global Wikimedia projects. Discussions were held about how the Wikimedia Foundation can best support those chapters which want to begin hiring paid staff.

=Committee Structure and Development=

The Board of Trustees briefly created an Interim Governance Committee mandated to recommend appropriate Board committee structure, operating procedures, and board member effectiveness. The Board appointed Jan-Bart de Vreede, Matt Halprin and Ting Chen to the committee, and commissioned Sal Giambanco from the Omidyar Network to assist the committee. Michael Snow provided the committee with the following objectives to be completed before the July 8, 2010 Board of Trustees meeting.

The Interim Governance Committee will make recommendations addressing:
 * Appropriate committees for the Wikimedia Foundation Board of Trustees
 * Which (if any) current Board committees should be decommissioned
 * Which (if any) Board committees should be created
 * Mandates for all committees
 * The number of committee members, participant qualifications, and member selection process for each committee
 * Who should chair each committee
 * Board officers and officer selection process
 * Trustee term lengths and determine if changes are necessary
 * Meeting structure to include the number and length of in-person and IRC/telephone/video conferences per year

=Executive Session=

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

=Movement Roles=

Arne Klempert provided the Board with a brief update on the status of his work on movement roles. He expressed positive outcomes from his discussion with chapters representatives at the Chapters Conference. Arne and Jan-Bart agreed to send the Board a detailed written statement regarding their work and recommendations for the movement roles project.