Minutes:2016-05-16

WMF Board Minutes - May 16, 2016

• Location: Web Conference (Bluejeans)
• Board of Trustees present: Alice Wiegand (Vice-Chair), Kelly Battles, Frieda Brioschi, Dariusz Jemielniak, Guy Kawasaki, María Sefidari, Jimmy Wales (joined during the course of the meeting).
• Non-Board members present: Katherine Maher (Interim Executive Director), Geoff Brigham (Secretary and General Counsel), Jaime Villagomez (Treasurer and Chief Finance Officer), Stephen LaPorte (Legal Counsel), Zhou Zhou (Legal Counsel).
• Non-Board members present for a portion of the meeting: Ellie Young (Events Manager).

Alice called to order a meeting of the Board of Trustees at 12:05 PM. Zhou confirmed that a quorum was present at the start of the meeting and everyone could hear each other simultaneously.

Housekeeping

• The Board approved the minutes from the April 22 meeting, after a motion by Guy seconded by Frieda.
• Jaime presented proposed revisions to the Gift Policy. The Policy was reviewed with the Audit Committee at their April 26 meeting. The changes included raising the threshold for unrestricted grants to $250,000 (the other requirements for Board notice, including notice on all restricted grants, remain unchanged). The Board then approved the revised Gift Policy, after a motion by Kelly seconded by Alice.

Funds Dissemination Committee Recommendation regarding the Wikimedia Foundation

Katherine provided an overview of the recent Funds Dissemination Committee (FDC) recommendation regarding the Wikimedia Foundation's Annual Plan. The Board discussed ways to incorporate appropriate recommendations from the FDC review, including a potential outside governance review. Katherine will have further discussions about the FDC feedback with the Audit Committee at their May 31st meeting.

Executive Director Search Update

Alice provided an update on the Executive Director search. There are plans to get feedback from the community (especially emerging communities) via a survey and drafting a rough job description. Thereafter, a second update will be presented to the full Board.

Update on Board Transparency

Maria and Dariusz presented an update on their review of methods to improve Board transparency. The Board discussed their suggestions, such as providing for earlier publication of the meeting agenda before a Board meeting, more timely and detailed publication of the meeting minutes after a Board meeting, instituting an ombudsperson or a committee to provide a channel for Board-staff communication, being more informative in reporting the Board’s work, following through with public commitments by Board members, providing more information about public, non-meeting activities, and creating a centralized place on-wiki detailing Board activities.

The Board discussed how to ensure public commitments will be met, how to respond to missed commitments, and how to reach out to members of the Wikimedia community that are not active on mailing lists.

The Board discussed with Katherine how to work with the Communications team to create a centralized Board page and how to better streamline staff support for the Board. The Board plan to have a follow-up discussion about potentially increasing support by staff to the Board at the June Board meeting.

Updates on Wikimania

At this time, Ellie Young joined the meeting and provided an update on Wikimania planning. The Board discussed having meetings at Wikimania and logistics for attending Wikimania. Ellie also provided background on the Wikimania bidding process and changes to the selection process subsequent to the Wikimania 2016 selection. Ellie left the meeting at the end of this discussion.

Vacant Community Seat

Alice and Dariusz provided an update on filling the vacant community seat and the feedback they received from the 2015 Elections Committee regarding this issue. The general suggestion was that any community seats should be filled by at least the next Wikimedia Conference in Berlin in 2017. The Board discussed various timings on elections for the community seats to ensure Board continuity and maintaining a diversity of skills on the Board. Alice plans to create a short summary of the various options to have more feedback from the full Board.

Vacant Appointed Seat

The Board discussed filling the vacant appointed seat and having a process in the future to prepare for the filling of other appointed seats whose terms are expiring. The Board also discussed prioritizing the various expert profiles targeted for the vacant seat, a possible November target date for filling the seat, and the costs associated with the Board search.

Operations Discussions with the Interim ED

Katherine updated the Board on current operations at the Foundation such as the staff engagement survey, retention, and recruitment for staff vacancies.

The meeting adjourned at 1:45 PM.