Minutes:2017-07-21

Wikimedia Foundation Board minutes

• Location: San Francisco and online (via Bluejeans)
• Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles, Dariusz Jemielniak, Nataliia Tymkiv, Alice Wiegand
• Board of Trustees absent: Jimmy Wales
• Non-Board members present: Katherine Maher (Executive Director), Eileen Hershenov (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Stephen LaPorte (Legal Director)

July 21, 2017

This special meeting of the Board of Trustees was called to order at 8:00 AM Pacific. Stephen called roll and confirmed that quorum was present. Christophe, María, Kelly, Dariusz, Nataliia, and Alice joined remotely. Katherine, Eileen, Jaime, and Stephen joined from San Francisco. Christophe welcomed everyone, discussed the goal of this special meeting, and invited the General Counsel to provide background. Among other things, this update was to enable the board to exercise any necessary and appropriate legal and fiduciary oversight with respect to the funding of a significant Foundation grant.

Eileen reminded the board that In May 2017 the Funds Dissemination Committee (FDC) had recommended a reduced grant to Wikimedia France as a result of a number of serious concerns going to the governance of the chapter and its ability to fulfill all of the terms of the proposed grant. In June the board accepted the FDC recommendation, denying Wikimedia France’s appeal. The purpose of this special meeting is to update the board on developments since June, when Eileen had last provided an update to the board. The meeting focused on matters that have the potential of raising legal, fiduciary or reputational concerns with regard to the Foundation or Wikimedia France, as well with respect to individuals associated with these organizations. The board was also apprised of the proposal to hold a special assembly in September to fill vacancies on Wikimedia France’s board.

The board was also provided with a high level overview of the July 25-26 Foundation site delegation visit to the chapter. The purpose of the visit is to assess some of the concerns raised by the FDC and others and to move toward implementing the decision of the Board in connection with the APG for Wikimedia France. The site visit delegation will report back to the Foundation Executive Director, particularly with regard to any conditions (such as insistence on a governance review) that it believes should accompany the grant, consistent with the Board’s decision and guidance. The site visit is also seen as a way to strengthen the relationship between the Foundation and chapter, and to provide the French chapter’s leadership with additional opportunities to speak directly to representatives of the Foundation.

The board then went into executive session to receive a legal briefing from the Foundation’s General Counsel and to discuss specific confidential issues related to Wikimedia France. The board agreed the next action would be to review a report from the Executive Director following the report from the Foundation’s site visit. At the conclusion of that briefing, the board reaffirmed its delegation of authority to the Executive Director of the Foundation to determine how to proceed in implementing the Foundation’s funding of Wikimedia France. Note: Dariusz had to leave the meeting early, after about 40 minutes.

At the conclusion of this confidential and privileged discussion, the meeting ended.