Minutes:2017-03-30

Wikimedia Foundation Board minutes

• March 30, 2017
• Location: Berlin and online (via Google Hangout)
• Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles, Dariusz Jemielniak, Nataliia Tymkiv, Jimmy Wales, Alice Wiegand (present online for part of the meeting)
• Non-Board members present for all of the meeting: Katherine Maher (Executive Director), Michelle Paulson (Interim General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Stephen LaPorte (Interim Secretary; Senior Legal Counsel)
• Non-Board members present for part of the meeting: Lisa Seitz-Gruwell (Chief Advancement Officer), Guillaume Paumier (Senior Analyst), Suzie Nussel (Strategy), Ed Bland (Strategy), Bhavesh Patel (Strategy), Rob Lancaster (Strategy), and Luis Manuel Pinto (Strategy).

The meeting was called to order at 9:05 AM CET. Stephen confirmed that a quorum was present. Christophe, María, Kelly, Dariusz, Nataliia, and Jimmy were present in Berlin. Katherine, Michelle, Jaime, and Stephen were also present. Alice joined on Google Hangout for part of the meeting.

Christophe welcomed the Board members and opened the meeting.

Strategy

Suzie, Ed, and Guillaume joined for the strategy discussion. Katherine provided an introduction to the strategy project, and Suzie explained the process in more detail. The goal for the meeting was a working session on strategy. The Board will discuss strategy, and then talk about the process after Wikimania.

There are four research and information gathering tracks to the strategy process, defined by audience. The first two tracks are internal, or known, to our movement: people who are already involved. These are “organized groups” and “independent contributors”, and these groups will participate in three cycles of discussion. At first, the goal for these groups is to generate themes. Some of the conversation will happen in person, and some will be virtual or on wiki. The process is designed to be generative, and then we will work on sense making. The hope is to produce 20 themes, then filter this down to a smaller number. During cycle three, the strategy team will figure out how these themes fit together. The second two tracks are organized for getting input from readers, from high reach and low reach audiences. These tracks will follow a slightly different process. The filtering steps will apply to the full movement, not only themes from one particular track. The goal is make the different tracks come together. This process is phase 1, and aims to end around Wikimania 2017. A few months later, the strategy process will start in phase 2.

At this point in the meeting, Bhavesh Patel, Rob Lancaster, and Luis Manuel Pinto joined to discuss how the strategy tracks are structured, including some example activities for strategy discussions.

Board members commented that they appreciated the convergence and divergence in the process, the fact that the process reflects multiple perspectives, and the amount of work required. Some Board members noted that it can be challenging to extrapolate wider themes from conversations with a small subset of the audiences. Board members also noted that it is important for the final plan to be agile, have a process that allows genuine participation, and include diverse perspectives during the filtering cycles, as well as the idea generation cycles. Board members also discussed that the Board's role is not to be directive, although there is an element of direction that is unavoidable in the strategy brief.

Ed and Guillaume provided a brief overview of the strategy brief. Ed also shared movement strategy frameworks, how to overcome key challenges, and the larger ecosystem.

The Board broke into two small groups, and discussed their perspectives on potential themes for the strategy.

Finally, Suzie presented the current prototype of the next phases after the strategic direction is established. Around Wikimania, there will be a meeting to discuss the strategic direction and broad major focus areas. In the second phase, the strategy process will look at the movement structure and defining roles, and the potential to be a leader in the free knowledge movement. Board members discussed the importance of the principle of "assume good faith."

The session ended by reviewing the plan for the strategy workshop conversations planned for the following three days at the 2017 Wikimedia Conference.

Legal presentation

Alice joined during this portion of the meeting by Google Hangout.

As Interim General Counsel, Michelle reviewed the organization's legal and operational risks. Michelle provided a presentation, which was shared under the Attorney-client privilege.

Annual planning

Katherine shared an update on the Wikimedia Foundation's 2017-18 annual plan, and the timeline for Board and community input into the final plan.

The plan is built around the 2016-2018 interim strategic priorities of reach, community, and knowledge. In the past year, an additional focus has been on improving operational functions. For the coming year, the FY2017-2018 plan introduces the use of cross-functional programs aligned with specific strategic priorities. These include the cross-departmental program New Readers, which include the Product and Global Reach teams, the cross-departmental program on Brand and Identity, which include the Communications, Legal, and Advancement teams, the as well as the Community Health, Emerging Communities, Community Tech, Content Quality & Diversity, Structured Data on Commons, and Wikidata programs. These programs are in addition to core work, which includes key operational improvements that allow the organization to grow healthily with appropriate internal systems, like annual planning, human resources, and accounting on the budget. The Human Resources team is working on diversity and inclusion.

Jaime presented on finances. This included an overview of financial planning and results from the current FY2016-2017, including the planned budget, and revised projections on expenditure and fundraising. This was followed by a presentation on the proposed budget and revenue targets for the upcoming 2017-2018 fiscal year. This presentation included information on the overall numbers, the breakdown of programmatic to non-programmatic funds, the improving ratio of programmatic to non-programmatic expenditure, and the primary programmatic drivers of budget growth (including staffing and cross-departmental programs. Wikidata is being funded through the annual plan, so this represents an incremental increase from previous years. The proposed budget for the FY2017-2018 annual plan also includes the Foundation’s commitment to fundraising for the Endowment. The Finance team is also setting up a new process to budget and account for cross-departmental projects.

Lisa reviewed the fundraising plan for the current and upcoming year. She highlighted the unusual strength of the December 2016 fundraiser, which correlated with an increase in the United States of charitable giving. The Advancement team does not anticipate this trend will be replicated in the coming fiscal year. The Advancement team anticipates that most of the proposed FY2017-2018 budget will continue come from the online campaigns, with a significant portion from the campaign on English Wikipedia.

Board members discussed some of considerations for fundraising revenue, including the total number of donors, average donation size, and donations from people on different platforms like mobile or desktop. The Advancement Team does tests with the requested donation amount to maximize the amount raised. Board members asked about fundraising in the app, and Lisa explained that they are currently fundraising in the app, but there are some technical limitations due to a lack of Central Notice capability in the app.

At this point in the meeting, Maggie, Lisa, Heather, Victoria, and Toby joined the meeting. The executive staff hosted small discussions with the Trustees, offering presentations on the proposed priority programs for their departments. Trustees discussed these proposed programs, and asked questions about the draft annual plan.

A Board member asked Jaime to provide to share more detail about the allocated budget governance, including the budget for the upcoming FY2017-2018 governance review.

Committee and project updates

• Audit Committee: Kelly reviewed the committee's upcoming tasks, including reviewing the 2017-18 Annual Plan and the Form 990.
• Governance Committee: Nataliia reviewed the committee's progress recruiting for the two open appointed seats on the Board. The Governance Committee is working with the Election Committee on the process for the community-selected seats on the Board. The Governance Committee also plans to discuss the Advisory Board in the following weeks.
• Endowment: Jimmy shared an update on some of his efforts fundraising for the Endowment.
• WikiTribune: Jimmy shared that he would soon be launching a project known as WikiTribune, and asked for guidance on managing any potential conflict of interest. The Board requested a Legal assessment in order to be able to do so.

Executive session

The staff were excused at this point in the meeting. At the conclusion of the executive session, the meeting closed at approximately 5:30 PM Central European Time.