Minutes/April 5-7, 2008

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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
Resolution for the record:

It is hereby resolved that:

The Board appoints Stuart West to serve as a member of the Board of Trustees of the Wikimedia Foundation, beginning April 15, 2008, to serve until December 31, 2008. Stuart will act as Treasurer of the Wikimedia Foundation.

Approved by: Domas, Florence, Jan-Bart, Jimmy, Kat, Michael

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

Monday

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)
Resolution for the record:

It is hereby resolved that:

  • the Board approves the Board Minutes from the December 11, 2007 Board meeting.

Florence, Jan-Bart, Jimmy, Kat: yes

Frieda: missing

  • Minutes of March 1, 2008 meeting approved:
    • By: Domas, Florence, Jan-Bart, Jimmy, Kat, Michael
Resolution for the record:

It is hereby resolved that:

  • the Board approves the Board Minutes from the March 1, 2008 Board meeting.

Domas, Florence, Jan-Bart, Jimmy, Kat, Michael: yes

Frieda: missing

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
Resolution for the record:

WHEREAS the Wikimedia Foundation Board of Trustees wishes to reduce or eliminate the possibility of a Trustee serving as a member of the Foundation staff, or using the position of Trustee to create and/or serve in a staff position or contractor position, and

WHEREAS the Wikimedia Foundation Board of Trustees wishes to reduce or eliminate the possibility of a member of the Foundation staff serving as a member of the Board of Trustees or using the position as a staff member or contractor to obtain membership on the Board of Trustees, it is

RESOLVED, that

(a) No person who has served as Trustee on the Wikimedia Foundation Board of Trustees shall be eligible to serve on the Foundation Staff or eligible to contract with the Foundation to render goods or services for pay until one year has passed since the Trustee completed service on the Board, and

(b) No person who has served as a Foundation staff member or contractor shall be eligible to serve on the Foundation Board of Trustees until one year has passed since employee or contractor has received final payment for service as employee or contractor to the Foundation, and

(c) This restriction does not apply to any person currently serving as an employee, contractor, or Trustee, but will take effect for any such person upon the ending of any current term as employee, contractor, or Trustee, or upon any change in that person's employment or board membership status.


Resolution rejected during board meeting of 5-7 of April 2008

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
Resolution for the record:

Resolved, the Wikimedia Foundation Board of Trustees, consistent with its long-standing commitment to minimizing the data retention of users and editors, adopts the policy of retaining the least of amount personally identifiable information consistent with maintenance of its services, with its privacy policy, or as required by state or federal legal provisions under United States of America law.

Approved by: Domas, Florence, Jan-Bart, Jimmy, Kat, Michael

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
Resolution for the record:

Resolved, the Wikimedia Foundation Board of Trustees will amend its privacy policy to notify, when possible, those members of the community whose personally identifiable data has been sought through, or produced as a result of, civil or criminal legal process, except when such notification is forbidden by state or federal law in the United States of America.

Approved by: Domas, Florence, Jan-Bart, Jimmy, Kat, Michael

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)

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

Resolution for the record:

Bylaw Amendment I

The Board of Trustees amends Article II of the Foundation bylaws to read as follows:

"In coordination with a network of chapters and individual volunteers, the Foundation provides the essential infrastructure and an organizational framework for the support and development of multilingual wiki projects and other endeavors which serve this mission. The Foundation will make and keep useful information from its projects available on the Internet free of charge, in perpetuity."

(This amendment changes "collaboration" to "coordination" in order to give chapters greater legal protection from liability due to the actions of the Foundation or the actions of individual volunteers (and vice versa). It expressly names "individual volunteers" because they are a constituency just as chapters are and will be selecting some Board members.)

Bylaw Amendment II

The Board amends Article IV, Section 2, to read as follows:

" Section 2. Number, Tenure, and Qualification.

"The number of Trustees of the Foundation shall be at least nine (9). Trustees are selected according to the process specified in Section 3 below. Each Trustee shall hold office until the expiration of his or her term as specified in Section 3 below, or until their earlier resignation, removal from office, or death."

(This removes the word "election" from Section 2 for the sake of clarity.)

Bylaw Amendment III

The Board amends Article IV, Section 3, to read as follows:

"(A) Governance priorities. The Board must comprise members with a diverse set of talents, experience, and competencies that will best fulfill the mission and needs of the Foundation. The Board and its Trustees are understood to act as fiduciaries with regard to the Foundation, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty."

"(B) Governance definitions. "Community," as used in the Bylaws, shall be defined by the Board, consistent with the mission statement. "Chapters," as used in these bylaws, shall be defined by the Board, consistent with the mission statement, and will function as independent associations that operate in coordination with the Foundation to implement the mission statement. A chapter may be required to incorporate formally in order to engage in cooperative fundraising or other business or non-profit arrangements with the Foundation.

"(C) Community-selected Trustees. In July 2008, one community-selected Trustee will be approved through community voting for a one-year term ending in July 2009. Beginning at the end of this Trustee's term in July 2009, three Trustees will be selected from candidates approved through community voting. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures, which, beginning in 2009, shall take place in odd-numbered years. The Board shall determine who is qualified to vote for community-selected Trustees. The Board will approve candidates who receive the most votes, subject to Subsection (A), supra. and other provisions of these Bylaws. In the event that a candidate is selected who does not meet the requirements of Subsection (A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) appoint the candidate receiving the next most votes to fill the resulting vacancy, subject to this section and to Section 6 below. Community-selected Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees, but may continue to serve chapters in informal or advisory capacities. Trustees selected by the community under this subsection shall serve two-year terms.

"(D) Chapter-selected Trustees. Beginning in July 2008, two Trustees will be selected by chapters in even-numbered years according to a procedure approved by a majority of the chapters and approved by the Board. Amendments to this procedure also must be approved by a majority of the chapters and approved by the Board. Chapter-selected Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees, but may continue to serve chapters in informal or advisory capacities. Chapter-selected members must meet the requirements of applicable state or federal law for Board membership. In the event that a candidate is selected who does not meet the requirements of Subsection (A) or other requirements of these Bylaws, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) request that the chapters select a new Trustee to fill the resulting vacancy, subject to this section and to Section 6 below. Trustees selected by the chapters under this subsection shall serve two-year terms.

"(E) Board-appointed Trustees. Beginning in January 2009, four Trustees will be appointed by the Board from a list of candidates selected by the Nominating Committee. The Nominating Committee shall be appointed by the full board and shall include as members (i) at least two Trustees selected during the prior July's community or chapter selection process, and (ii) the Executive Director. The Nominating Committee may consist of any number of members, including former Trustees and external experts. The Nominating Committee shall select candidates by October 15. Both the nomination and the appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A), above, and with applicable state or federal law. Board-appointed Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees. Trustees selected by the Board under this subsection shall serve one-year terms. The Board may reappoint a Board-appointed Trustee from year to year, for successive one-year terms.

"(F) Community Founder Trustee Position. Beginning in January 2009, the Board may appoint Jimmy Wales as Community Founder Trustee for a one-year term. The Board may reappoint Wales to the Community Founder Trustee position from year to year to successive one-year terms. In the event that Wales is not appointed as Community Founder Trustee, the Community Founder Trustee position will remain vacant, and the Board shall not fill the vacancy.

"(G) Board Majority. A majority of the Board Trustee positions, other than the Community Founder Trustee position, shall be selected or appointed from the community and the chapters.

(This amendment implements the Board's expansion plan.)

Bylaw Amendment IV

The Board amends Article IV, Section 6, to read as follows:

"Section 6. Vacancies.

"Any vacancy occurring in the Board of Trustees, other than a vacancy in the Founding Trustee position but including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee appointed to fill a vacancy shall serve as Trustee for the unexpired portion of the term for that position."

(This amendment prevents the Board from filling the Founding Trustee position in the event of a vacancy, and it clarifies that appointment to fill a vacancy is only for the unexpired term of the vacant position.)

Passed in April 2008 with 6 supports and 1 opposition (Frieda)