Minutes/2012-02-03


 * Wikimedia Foundation Board meeting
 * 3-4 February, 2012
 * Present: Ting Chen (Chair), Jan-Bart de Vreede (Vice-Chair), Phoebe Ayers (Secretary), Stu West (Treasurer), Arne Klempert, Bishakha Datta, Samuel Klein, Jimmy Wales, Kat Walsh, and Matt Halprin

Also present for some or all of the meeting: Sue Gardner, Erik Moeller, Barry Newstead, Zack Exley, Garfield Byrd, Geoff Brigham, Gayle Karen Young.

Ting opened the meeting at 8:40am on Friday 3 February 2012.


 * Housekeeping
 * Introduction of Gayle Karen Young, the new Wikimedia Foundation Chief Talent and Culture Officer (CTCO)
 * Phoebe noted that the resolution approving Wikimedia Kenya was approved online; this was published after the meeting.


 * Annual Planning

Sue presented a review of 2011-12 Wikimedia Foundation activities year-to-date, and a look ahead to annual planning for 2012-13. This was a chance to share with the Board what has happened in the first six months of 2011-2012, what the WMF has accomplished and lessons that have been learned. She noted that what the WMF is learning is also relevant to the work the Board does in the community,

These presentations were also the first formal opportunity for the Board to discuss planning priorities for next year's annual plan, as well as receive an assessment of where the Foundation is against plan targets for this year. Trustees were also provided an opportunity to give feedback on the WMF's activities to date.

For the first time individual presentations were given to the Board by the head of three departments (technology, community and global development), rather than Sue presenting the whole overview. There was general consensus that this format worked well and should be repeated in future if possible. The presentations, including an overview of WMF progress year-to-date, are available here: http://wikimediafoundation.org/wiki/File:Wikimedia_Foundation_Mid-Year_Review_February_2012.pdf


 * Fundraising and funds dissemination

Geoff Brigham, WMF general counsel, was present for this discussion.

This discussion session began with a round-robin of Trustees expressing what they wanted to accomplish in this meeting. The ultimate consensus of the weekend was to issue a statement on the direction the Board was going, but make final decisions at the regularly scheduled meeting in Berlin (March 30-31, after the Paris finance meeting and after Sue's final recommendations are delivered to the Board in mid-March).

There was also a discussion of whether the Board should focus first on reaching a decision on funds dissemination or fundraising questions (including payment processing); there was a consensus that funds dissemination had been neglected as a topic to date and that focusing on this question would set the tone and direction for how fundraising should happen.

Sue walked the Board through options regarding processing of donations that come in through project websites that are operated by the WMF (“payment processing”), including whether payment processors should have any exclusive right to retain the funds that they raise. She also presented options for who in the movement would make funds dissemination decisions, including the potential creation of a new global volunteer-driven body (the “funds dissemination committee”, or FDC), which would independently recommend where to allocate program money (with possible variations, such as excluding core operations).

On the question of funds dissemination options, there was strong consensus in favor of a FDC model for funds dissemination decisions. Board discussion around the FDC acknowledged that the details of any such model were crucial, and that such a body would have to be well-structured (much like the Board of Trustees itself) and well-supported. Because of the WMF Board's fiduciary duty, the FDC would have to recommend decisions to the WMF, but there was general agreement that a successful system would be one where the vast majority of recommendations were approved. There was also discussion about building in an appeal process to the Board, and what level of staff support would be needed, with agreement that staff could participate and help keep the committee working without dominating it.

On the question of payment processing and fundraising decisions, there were significant differences among Trustees. There was extensive discussion of the question of whether payment-processing entities should have the right to keep the money that they raise in their geography; there was agreement that this was not desirable, and that chapter budgets and programs should be determined separately from how much money could be raised in that geography. There was also discussion of the difficulties in moving money between geographies, and when it might make sense for a chapter to fundraise.

A letter summarizing these decisions was written and sent to the community directly following the Board meeting. Trustees agreed that the issue would be further discussed at the Paris finance meeting and online until the next meeting. The letter can be found here: http://wikimediafoundation.org/wiki/Vote:Fundraising_Letter,_February_2012


 * Paid editing and paid advocacy

Jimmy presented an overview of some of the recent discussions around paid editing and paid advocacy (people being paid to advocate for a point of view in Wikipedia articles), noting that it is advocacy that is the problematic component of this, including editing by PR firms. There was discussion of possible responses, ways to communicate existing rules and best practices, and current work that is going on around conflict-of-interest issues.


 * Movement roles

This was an update on movement roles discussions, as well as a presentation by Bishakha and Sam of the movement roles workgroup on a workplan to move forward with movement roles recommendations to the Board.

Recommendations regarding new models and an affiliations committee that would approve new movement entities will be put out for community discussion for four weeks and then will be submitted to the Board for a vote. There was agreement that the Board wanted to move forward on these two recommendations, which had also been discussed at the October in-person meeting and November IRC meeting.

In addition, there are additional recommendations to the Board to create accountability standards, minimum standards for committees, and an annual planning review cycle that were suggested for voting. Bishakha noted that at this point the Board is not being asked to make a recommendation on a movement charter.

There was discussion around terminology, the difference between types of entities, how to make it easy for groups to flourish, the notion of exclusivity within a geography, and whether approving new entities would affect the Board seat model.

A letter was drafted and voted on to send to the community immediately following the meeting, explaining what's next and the process. In addition, Board liaisons to the chapters committee will consult with the chapters committee about taking on the role of an affiliations committee, including for new non-chapters entities; the Board Governance Committee will be asked to develop committee standards, and the Audit committee in consultation with the staff and community will be asked to develop accountability standards. The letter can be found here: http://wikimediafoundation.org/wiki/Vote:Movement_Roles_Letter,_February_2012

and votes approving asking for committee and accountability standards can be found here: http://wikimediafoundation.org/wiki/Vote:Committee_standards http://wikimediafoundation.org/wiki/Vote:Movement_accountability_standards

Each meeting, as a general good practice, the Board holds an executive session without the Executive Director present. Minutes are not kept for this item.
 * Executive session

The Board reviewed the various action items it had agreed to over the course of the meeting, and discussed the schedule of future meetings.
 * Closing

The next in-person meeting will occur in conjunction with the chapters conference planned for Berlin, on March 30 and 31st; 2012; the Board meeting will happen on Friday and Saturday, while the conference is planned for Friday, Saturday and Sunday. Ting noted that the agenda for the Berlin meeting is largely set, with further discussions planned on movement roles and fundraising/funds dissemination, and with reports from the BGC and HR committees expected. Additional IRC meetings will likely happened before the next in-person meeting. The next annual planning meeting will be on IRC, after the March meeting but before the Wikimania meeting.

The meeting concluded with final remarks from each Trustee about how they felt about the meeting and the progress made. Ting closed the meeting at 5:00pm on Saturday, February 4, 2012.