Minutes from 2022-12-07
 | These are official minutes from a meeting of the Wikimedia Foundation Board of Trustees. Please note that in the event of any differences in meaning or interpretation between the original English version of this content and a translation, the original English version takes precedence. |
| ←Board meetings | Minutes from 2022-12-07 | Questions? |
Location: Online
Board of Trustees present: Nataliia Tymkiv (Chair), Esra'a Al Shafei (Vice Chair), Shani Evenstein Sigalov (Vice Chair), Victoria Doronina, Luis Bitencourt-Emilio, Tanya Capuano, Dariusz Jemielniak, Lorenzo Losa, Raju Narisetti, Mike Peel, Rosie Stephenson-Goodknight, Jimmy Wales
Non-Board members present: Maryana Iskander (CEO), Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Anusha Alikhan (Vice President of Communications), Nadee Gunasena (Chief of Staff), Selena Deckelmann (Chief Product and Technology Officer), Lisa Gruwell (Chief Advancement Officer)
Non-Board members present: Maggie Dennis (Vice President, Community Resilience and Sustainability), Hanan El Yousef (Lead Strategist, Movement Strategy), Kaarel Vaidla (Lead Movement Process Architect)
Board Visitors: Manavpreet Kaur, Member of Movement Charter Drafting Committee, and Erica Azzellini, Member of Movement Charter Drafting Committee.
Invited guests: Jon Huggett, Matt Thompson
The Secretary confirmed the presence of a quorum and called to order at 803 AM Pacific.
Welcome, Greetings and Administrative Actions
Nataliia Tymkiv, Board Chair, welcomed everyone to the meeting. Nat reviewed the agenda and noted that two Board Visitors, Manavpreet Kaur and Erica Azzellini, were in attendance from the Movement Charter Drafting Committee (MCDC). Nat also introduced Mike Peel, incoming Trustee, Jon Huggett, governance contractor, and Matt Thompson, contractor.
After a motion made by Dariusz Jemielniak and seconded by Esra'a Al Shafei, the Board unanimously approved the consent agenda.
After a motion made by Jimmy Wales and seconded by Rosie Stephenson-Goodknight, the motion to approve updating the Affiliations Committee charter was unanimously approved. The Affiliations Committee will now be under the purview of the Community Affairs Committee (CAC).
After a motion made by Esra'a Al Shafei and seconded by Shani Evenstein, the motion to approve updating Language Committee oversight was unanimously approved. The Board authorizes the CAC to make revisions to the charter and appoint Board Liaisons.
Dariusz Jemielniak, Governance Committee Chair, provided an update on the November meeting with the Elections Committee, Governance Committee and staff. In the next election, roles for the Elections Committee, the Board Selection Task Force, and Foundation staff will be more clearly defined. These updated roles and responsibilities will be made public to help voters and candidates understand how decisions are being made. The process will include more clearly defined rules that will be enforced even-handedly and more time will be built into the process to allow for delays. The groups agreed to not repeat the shortlisting approach from 2022 but will work with affiliates to create a process to be used if there are more than 13 qualified candidates. The Board endorsed seating trustees in December 2024.
Foundation Updates
Lisa Gruwell, Chief Advancement Officer, provided an update on the English RfC on fundraising banners. The Foundation is actively working with community input on testing and using new banners. For the first few days of the campaign, donation rates for the new banners are significantly lower than the prior year donation rate. While the donation rate is improving, it is not expected to improve enough to close the gap to the original revenue goal. Staff are also providing regular updates on the co-creation page with interested community members.
Board Business Continued
After a motion made by Esra'a Al Shafei and seconded by Tanya Capuano, the Board unanimously approved renewing Shani Evenstein's term to the Board of Trustees. Shani abstained from voting. After a motion made by Lorenzo Losa and seconded by Victoria Doronina, the Board unanimously approved appointing Mike Peel to the Board of Trustees. Shani and Mike's term will run from December 7, 2022, through December 31, 2025.
After a motion made by Shani Evenstein and seconded by Rosie Stephenson-Goodknight, the Board unanimously approved committee membership.
The Board met in Executive Session, with the following staff invited to stay: Maryana Iskander; Jaime Villagomez; Lisa Gruwell; Amanda Keton; Margo Lee; Selena Deckelmann; Nadee Gunasena; Maggie Dennis; Anusha Alikhan.
After the first part of the Executive Session staff was excused, only Maryana remained for a portion of the meeting, and later was excused.