Minutes/January 9-11, 2009

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Wikimedia Board of Trustees Meeting, San Francisco, January 9-11

  • Board members present: Michael Snow (Chair), Jan-Bart de Vreede (Vice-Chair), Domas Mituzas (Executive Secretary), Stuart West (Treasurer), Ting Chen, Jimmy Wales, Kat Walsh.
  • Staff present: Sue Gardner (Executive Director), Patti Melton (Personal Assistant)

Friday, January 9

Welcome/Agenda Overview

Presented by Michael Snow

  • Michael welcomed the board and gave a quick overview of the agenda. He noted that the license migration issue would be the biggest issue in 2009 and will most likely be on the agenda all year.

Fundraiser Recap

Rand Montoya (Head of Community Giving), Veronique Kessler (Chief Financial and Operating Officer), Erik Moeller (Deputy Director)

  • The board greeted Rand, Veronique and Erik with a big round of applause acknowledging the success of the online fundraiser, which was the most ambitious and successful fundraiser in the Wikimedia Foundation's history.
  • There was a brief discussion exploring the various factors contributing to its success, including
    1. the professionalism and commitment of the Wikimedia staff
    2. the clarity and simplicity of the letter from Jimmy, and
    3. the appeal of Jimmy personally, as the organization's founder.

Financial Update

Veronique Kessler (presentation)

  • Veronique recapped the basics of the 2008-09 annual plan and informed the Board that the organization is in excellent financial health.
  • She reminded the board that the 2008-09 annual plan had called for $7.3MM in revenues and a little less than $6.0MM in expenses, and informed the Board that as of the end of December, the Wikimedia Foundation had brought in $6MM (including $1MM from Sloan payable in January 2009), covering its operating expenses for the entire fiscal year. Furthermore, Veronique said, as of November 30, year-to-date spending was $190K under plan.
  • Veronique then broke down revenue categories, and updated the Board on the staff's current thinking with regard to revenues:
    • Community gifts were budgeted for $3MM for the year, and as of Dec., 31, had brought in approximately $4.2MM, more than twice what had been raised in the previous fiscal year. Our current thinking: We believe that over the next 3-5 years, the Wikimedia Foundation can steadily grow community giving to cover most or all operational costs.
    • Major gifts were budgeted for $1MM for the year. As of December 31, we had received $375K. Our current thinking: Three factors are suppressing major gifts:
      1. the supportive infrastructure is still maturing and will take time to develop,
      2. the economy is in bad shape, which has its largest impact on first-time major givers, and
      3. it is possible that to an as-yet-undetermined degree, the Wikimedia Foundation may be institutionally unsuited to major donor cultivation.
    • We continue to expand our major donor cultivation activities, and learn as we go.
    • Foundation gifts were budgeted for $2MM for the year including a $1MM payment from Sloan due January 2009.
      • As of December 31, we’ve received $440K in Foundation gifts towards operating expenses not including the $1MM from Sloan.
      • We also received $890K in a restricted grant from the Stanton Foundation for usability improvements.
    • Our current thinking: For the immediate future, we will depend upon some unrestricted investment from foundations, but later, we will be able to focus on restricted “project” funds. This is good news because it will enable us to advance priority projects, and it is foundations' preferred method of operating.
    • Business development has earned $213K YTD which is slightly under plan.
      • Our current thinking: We aim to slowly grow business development revenues over time, restricting ourselves to mission-friendly activities.
      • We see business development as a safety net and added financial stability for the organization.
  • The Board expressed general agreement that these are very good results.
  • There was a brief discussion exploring the various factors contributing to this performance, including a general discussion about the impact of the economy on fundraising.
  • Sue pointed out that the effects of the recession would probably be felt first in major individual donations and business development, and later in community giving and foundation grants.
  • Sue also pointed out that there are many conventional major donor cultivation activities that Wikimedia is unsuited to or chooses not to do, such as naming opportunities and gala events.
  • General agreement that the success of community giving is very encouraging, and aligns nicely with Wikimedia's overall ethos and values.

License Migration

Presented by Erik Moeller, Mike Godwin

  • Erik gave an overview of the proposed plan for achieving resolution on the license migration issue. The process, as laid out by Erik, included:
    • A simple yes/no/abstain community vote, using the Board voting software;
    • The proposal to be put to a vote, will be largely identical to http://meta.wikimedia.org/wiki/License_update, with some further tweaks to the attribution language;
    • The community vote to be finished before the Board meeting in April in Berlin;
    • The Board to craft and vote on a resolution at its meeting in Berlin.
  • The board approved the plan. Jan-Bart requested that, if possible, SPI be involved, with the goal of ensuring the vote is widely perceived as fair.
  • There was a brief discussion of the board's own position on the issue, resulting in agreement that the board should endorse license migration with the following statement:
    • The Board of Trustees of the Wikimedia Foundation invites the Wikimedia community to vote on this proposal to license Wikimedia material so it is available under the Creative Commons Attribution-ShareAlike license (CC-BY-SA), while retaining dual licensing with the GNU Free Documentation License. The Board has evaluated possible licensing options for Wikimedia material, and believes that this proposal is the best available path towards achieving our collective goal to collect, develop and disseminate educational material, and make it available to people everywhere, free of charge, in perpetuity.
  • It was also agreed that, because the license migration is both important and highly-complex, all board and staff members should be explicitly invited to participate in the discussion, and to freely express their personal opinions and how they arrived at them.
  • It was agreed that the license migration issue is dauntingly complex for non-experts, and that it is the duty of board and staff members with subject-matter expertise to try to help the community reach an informed decision.

990 declaration

Presented by Veronique Kessler

  • Veronique walked the board through changes to the Form 990 which will take effect in 2009-10.
  • This is the first time the Form 990 has been revised in 20 years: all U.S.-based non-profits will be required to use the new form.
  • The changes are intended to enhance transparency and enable organizations to be more accountable to their stakeholders.
  • Stu noted that many of the best practices the new Form 990 asks about are already in place at Wikimedia, and the new 990 will therefore offer us the opportunity to display the good work that we are already doing.
  • Veronique informed the board that she has received a first-draft 2008-09 Form 990 from KPMG. It will be ready to be reviewed and approved by the audit committee in late February, and will then be filed.

Conflict of Interest Resolution

Mike Godwin

  • Mike presented to the board a resolution regarding the Conflict of Interest Policy.
  • The purpose of the resolution is to require people bound by the policy to update their conflict of interest statements annually.
  • The board voted unanimously to pass the resolution, and agreed that people bound by the policy would send their conflict of interest statements to Mike annually.

New Citibank Account Resolution

Veronique Kessler

  • Veronique presented to the board a resolution to approve the establishment of a new Citibank account in France, which will replace the current Dexia account as agreed with volunteer Walter Vermeir, who has controlled the Dexia account.
  • The agreement was documented in the Dexia Account Policy, passed by the board in June 2008.
  • Michael and Domas signed the necessary documents to authorize opening the new account.

Assessment of Board Performance

Discussion led by Michael Snow

  • Michael led a general discussion on the time and travel commitment for board members.
  • Stu noted that the Wikimedia board workload is high, which could inhibit recruitment of future board members.
  • Sue suggested that the board stage a big-picture conversation at the beginning of each year, determining its agenda and priorities for the year. She suggested also that perhaps some work currently done by the full board could be delegated to committees.
  • Ting asked that the minutes be approved and posted in a more timely manner. Sue agreed and commented that because it's occasionally necessary to discuss decisions with affected parties before making the minutes public, perhaps making the minutes slightly more generic would enable them to be published more quickly.
  • Jan-Bart suggested that in the future the agenda be available in advance on the wiki with categories to create a framework in advance.
  • Jan-Bart agreed to work to identify future agenda items that can be handled online, with the general principle being that items which can be handled on-wiki, should be.
    • Agreed that board meetings should be reserved for work best done face-to-face.
    • Agreed that all resolutions should be handled online, unless a board member flags them as requiring in-person discussion.
    • Agreed that future board meetings should be three half-days in duration, with afternoons open for unstructured meetings/business.

Saturday, January 10

Chapters Resolution

  • The board voted unanimously to recognize Wikimedia NYC as Wikimedia's first sub-national chapter.
Resolution for the record:

Per the recommendation of the Chapters Committee, which confirms that the structure and bylaws of Wikimedia NYC comply with the current requirements and guidelines for future chapters, it is hereby resolved that:

The Board of Trustees officially recognizes Wikimedia NYC as a Sub-National Chapter as defined in Wikimedia Foundation: A Framework for Encouraging the Development of Sub-National Chapters.
The Board of Trustees grants Wikimedia NYC interim permission to use the Wikimedia trademarks pending signature of the Chapters Agreement.

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

  • The board voted unanimously to recognize Wiki UK Limited as a chapter.
    • Sue agreed to assign Mike to ensure the UK chapter v1 is closed out properly: that there are no outstanding debts or obligations to the UK v1 Board, and that the Wikimedia Foundation and Wikimedia movement's interests are protected throughout the transition.
Resolution for the record:

Per the recommendation of the Chapters Committee, which confirms that the board of Wiki Educational Resources Limited has conveyed its intention to wind up this company, and which confirms that the structure and bylaws of Wiki UK Limited (d/b/a Wikimedia UK) comply with the current requirements and guidelines for future chapters, it is hereby resolved that:

The Board of Trustees revokes the recognition as Wikimedia chapter of Wiki Educational Resources Limited and takes the necessary steps to terminate all existing trademark or other agreements.

The Board of Trustees officially recognizes Wiki UK Limited (d/b/a Wikimedia UK) as a Wikimedia Chapter.

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

  • There was a general discussion about chapter development and the work of the chapters committee. Strong general agreement that the chapters committee is doing excellent work and should be commended.
  • The board requested that Kat and Ting ask the chapters committee to think about how best to support new chapters.
    • Ting will ask that the topic be on the next Chapters Committee meeting agenda in April.
    • Jan-Bart requested a more formal request be made by the board.
  • At Sue's request, the board agreed that new chapters are not officially approved until a chapters agreement is signed with the Wikimedia Foundation. The recommendation of the chapters committee and the agreement of the board are essential steps in the approval of new chapters, but the final step in that process is the signing of the chapters agreement by both parties.

Board Minutes

  • The board voted unanimously to approve the minutes of the October board meeting and the November IRC meeting.

Collaborative Strategy Development process

Presented by Michael Snow and Sue Gardner

  • Michael introduced this agenda item, recapping that he and Sue had been discussing for several months their desire to develop a three-to-five-year strategic plan for the Wikimedia Foundation, and that in October he had asked her to begin designing a process that would be heavily community-consultative.
  • Sue recapped that she had assessed the organization's capacity, and concluded that we would need external support, if only to facilitate the process.
    • She had solicited input and reviewed multiple options, and had concluded that the non-profit strategy consultancy Bridgespan, would be a good fit for Wikimedia.
    • To that end, the board meeting was joined by two Bridgespan representatives who made a brief presentation, and participated in a discussion of how a collaborative, community-centered strategy development process could work.
  • In general, the Board expressed enthusiasm and support for the idea of a collaborative strategy development process.
    • Agreed that such a process can generally result in several useful outcomes, including a better shared understanding inside Wikimedia itself and increased clarity with external stakeholders, partners and the general public about where we're headed..
    • Agreed that the board would lead the process, and act as an advocate for it, particularly with the internal Wikimedia community.
    • Agreed that a truly volunteer-centric process has never been done before and would pose unique challenges and opportunities for innovation.
    • Agreed that volunteer-centricity is critical to success, and would need to be carefully built into the process, and reinforced throughout it.
  • Following the discussion, the board agreed the process is developing appropriately, and asked Michael and Sue to continue iterating it. Michael and Sue agreed to continue discussions with Bridgespan. Sue agreed to continue evolving the plan, including timing and resource allocation issues.

Ombudsman

Presented by Michael Snow

  • Cary Bass (Volunteer Coordinator) had requested on behalf of the Ombudsman commission that its role be reviewed and assessed and some new members appointed.
  • Following a brief discussion, the Board agreed to clarify that the purpose of the Ombudsman commission is to investigate complaints about CheckUsers that may involve violations of the privacy policy.
  • Someone with access merely using the CheckUser tool is not an Ombudsman issue: it would fall under the purview of stewards and/or arbitration committees.
  • Agreed that the Ombudsman Commission will be expanded to five members.
  • Cary to recommend new members, and then the board will draft and vote upon a resolution appointing them.
  • Ting to ask the community what issues should go before the commission in the coming year.

Committees

Presented by Michael Snow

  • Michael spoke about the various Wikimedia board-created committees, including their history, purpose and an analysis of their current state.
  • He talked about how Wikimedia had changed since the committees were created, particularly noting that the staff had significantly evolved since the committees' creation, and is now able to take on responsibilities that had previously been carried out by board members.
  • He then led a discussion aimed at updating the system of committees, with the goal of increasing their effectiveness and making it clearer who they are supporting.
  • There was general agreement that although committees had varying degrees of effectiveness, in general they have served the organization very well and should be commended.
  • Agreement that committees could usefully support the work of the Board or the staff.
  • Agreement that staff-supporting committees should be organized and managed by the staff rather than the Board.
  • Strong agreement that the volunteer community should be encouraged to form its own committees as it sees fit, in order to get its work done, in addition to the committees created and developed by the staff or the Board.
  • Agreed that Board-sanctioned committees should typically aim to include the Board Chair, one or more additional Board members, and representatives from the community, Advisory Board, and/or staff, as well as outside advisors as required.
Resolution for the record:

The Board recognizes that the community, Foundation staff, and the Board all benefit from the valuable role committees play. The Board also recognizes that, given the dynamic nature of committees within our community, a summary of the current committee structure would be helpful. The Board resolves that the following are the currently active committees, and also resolves to officially disband a variety of inactive bodies.

Board committees

The Board of Trustees creates Board Committees, which are typically led by a Board member and may include representatives from the community, advisory board, staff, board, or outside advisors. The following are the current Board Committees:

The Board also appoints the Ombudsman Committee.

Staff committees

The Foundation Staff may create Staff Committees, which are typically led by a member of the staff and may include representatives from the community, advisory board, staff, board, or outside advisors. Past committees include the Technical Committee and Fundraising Committee, which are not currently active. The following are the currently active Staff Committees:

Community-wide committees

The Board also recognizes certain Community Committees, which are typically led by a Community member and may include representatives from the community, advisory board, staff, board, or outside advisors. The following are currently recognized Community Committees:

Project committees

Independent of the Board and the Foundation staff, projects regularly create committees for organization and governance, such as the Arbitration Committees.

Disbanded committees

For purposes of clarity, the Board considers these committees to be inactive and hereby disbands them:

  • The Board Expansion Committee (replaced by the Nominating Committee)
  • The Events Committee
  • The Executive Committee
  • The Financial Committee (now handled by Foundation staff with Board oversight from the Audit Committee)
  • The Insurance Committee (responsibility of the Executive Director in consultation with the Board)
  • The Special Projects Committee
  • The Static Content Committee
  • The Technical Committee (responsibility of the Chief Technical Officer)
  • The Trademarks Committee

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

Information

Note: This resolution appears as it was voted in January 2009. An up-to-date list of current committees is available at Wikimedia committees on meta-wiki.

Michael to consult with the community about its views on committees, particularly with regards to what committees might currently be wanted, but not exist. Sue to ask appropriate staff if technical and fundraising committees are needed.

The Board drafted and unanimously passed a resolution capturing the decisions made during the committees discussion.

Also, two resolutions relating to the chapters committee's membership and procedures were approved. One recognized the current committee membership and the other allowed the committee to determine its own membership in the future, enabling the chapters committee to keep its work going without waiting for the Board to pass a resolution.

Resolution for the record:

Whereas the Chapters Committee is in need of new members and advisors and
Whereas the Chapters Committee has posted an announcement on various lists to solicit candidatures,

The Board of the Wikimedia Foundation resolves that:

  • Austin Hair, Nathan Carter, Damien Finol, Delphine Ménard be confirmed in their role as members per August 20th 2008, term running until May 31st 2009
  • Michael Bimmler, formerly advisor to the committee, be appointed member of the committee per August 20th 2008, term running until May 31st 2009
  • Marco Chiesa be appointed new member of the committee, term running until May 31st 2009
  • Peter / User:Privatemusings be appointed Clerk of the Committee with a status similar to an advisor to the committee, term running until May 31st 2009
  • Milos Rancic be appointed advisor to the committee, term running until May 31st 2009
  • all other memberships and advisory positions automatically lapse.

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

Resolution for the record:

Resolved,

That the following changes to the Rules of Procedure of the Chapters Committee are approved:

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

Rules of Procedure of the Chapters Committee, amended version as of 12/01/08

Membership
The committee will comprise no fewer than five voting "members" and a number of non-voting "advisers", serving at the pleasure of the board. The committee can choose how to conduct its ordinary business, either through regular meetings or through other means (wiki, mailinglist). The term "meeting" refers both to virtual and physical meetings.

Additional members and advisers will be appointed by 2/3 vote of the committee, and removed in the same manner. A member or adviser may resign at any time by notifying the committee of this intent in writing. The Board of Trustees, after consultation with the committee, has the power to remove or appoint any further members and advisers if desired.

The Board of Trustees will appoint at least one of its members as adviser to the Chapters committee.

The committee will be presided over by a chairperson, appointed by resolution of the committee. A vice chairperson will also be appointed by resolution, to stand in the chairperson's stead as required. The chairperson's and the vice chairperson's term end with their voluntary resignation, the appointment of a successor by the committee or their removal by the board. If the board decides to remove a chairperson or vice chairperson from its office, it is required to consult the Committee. After a chairperson or vice chairperson is removed by the board, the committee shall elect a successor at the earliest convenience.

The committee will decide on the responsibilities of the chair person and the vice chairperson. It may also create additional roles and assign them such responsibilities as desired.

Resolutions and motions
Actions effected by the committee are usually to take the form of a resolution. Resolutions may be proposed by a member or adviser, or by an individual from outside the committee with the support of a member or adviser. A resolution will be considered adopted once a majority of members has voted in favour.

The usual manner of proposing a resolution is by notice on the committee mailing list, referring to a draft of the resolution on the wiki. Votes will usually be taken on the wiki or during a meeting. If a vote on a resolution is to be taken during a meeting, the resolution has to be proposed at least seven days in advance of the meeting, unless two/third of the committee decide to waive this requirement ("emergency motions"). If a vote is to be taken on the wiki, after the notice of the proposed resolution, members have seven days to vote either in favour of or against, after which point they are considered to have abstained. The resolution will then be considered adopted or defeated if a majority of members has so voted; otherwise, the committee will decide by consensus (or vote) to extend the period of voting, to let the motion lapse or to reconsider the motion at a later date.

Sunday, January 11

Chief Program Officer

Presented by Sue Gardner

  • Sue gave a brief update on the status of the hiring of the Chief Program Officer.
  • She recapped that the purpose of the Chief Program Officer position is to provide leadership to the Wikimedia Foundation program staff (currently, Frank Schulenburg, Jay Walsh and Cary Bass) and to support and facilitate the work of the international Wikimedia volunteer community, in collecting, developing and making available free educational resources for people all around the world.
  • The position had been advertised beginning in September, with the goal of casting a wide net and staging hiring interviews in January.
  • Sue requested Michael and Kat to participate in the interviewing process, which Michael and Kat agreed to.
  • Sue noted that the CPO is a unique position, that the successful candidate might come any number of backgrounds including the open source community, education, product development, media, or traditional non-profit work, and that the position's most critical requirements are:
    1. a highly collaborative, transparent leadership style and
    2. orientation towards supporting and facilitating the work of volunteers.

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.

Possible Advisory Board Member

The Board held a wide-ranging conversation with a potential Advisory Board member, who later joined the Board for lunch.

Board Appointments (External Expertise Seats)

  • Michael updated the Board on the activity of the Nominating Committee, saying that the Nominating Committee had successfully developed a shortlist of potential Board candidates.
  • The current shortlist was discussed, as was the best process to finalize board member selection.
  • A general discussion was held.
    • General agreement that the Nominating Committee had done good work.
    • Stu raised the possibility of hiring a search firm to make final recommendations.
    • Sue suggested the Board reconfirm which two skill sets it feels it is currently most missing, and select candidates based on those criteria. Agreed that Michael and Jan-Bart would determine next steps.

Audience Measurements

Presented by Stu West

  • Stu made a presentation of comScore Media Metrix data, the industry standard for online audience measurement.
  • The presentation suggested that Wikimedia properties are under-performing in countries outside Europe and North America, with Stu raising the question of whether our activities should therefore focus on those under-performing regions of the world.
  • A general discussion was held, with no immediate next steps identified.

Other Business

  • There was a brief general discussion about Wikimania 2009 and the 2010 bid process.
  • Sue noted that, unlike in past years, there are currently no Board members involved in the 2009 planning process.
  • Kat and Ting agreed to join the 2009 planning committee.
  • There was a brief discussion about record-keeping. Agreed that the ED's PA will be responsible for creating the first drafts of Board minutes, to be reviewed by the Board's Executive Secretary.
  • The PA will also be responsible for collecting and retaining all Board meeting presentations and handouts.
  • The Executive Secretary will be responsible for seeking approval for the minutes, publishing them, and ensuring the final text of resolutions is documented to have been voted upon, and then published.