Minutes:2017-08-9,10

Wikimedia Foundation Board Minutes

August 9-10, 2017

Montreal, Canada

• Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles (joining remotely, via google Hangout), James Heilman (as an observer on August 9 and, upon appointment, as a member of the Board of Trustees on August 10), Dariusz Jemielniak, Nataliia Tymkiv, Jimmy Wales, Alice Wiegand
• Board of Trustees absent: None
• Non-Board members present: Katherine Maher (Executive Director), Eileen Hershenov (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Stephen LaPorte (Legal Director)

The meeting was called to order at 12:30 p.m. on August 9. Stephen called roll and confirmed that a quorum was present. The Chair welcomed everyone, introduced the agenda, and opened the meeting.

Operational overview

Katherine presented a survey of operational activities of the Wikimedia Foundation. The organization is in good financial health. Revenue is ahead of budget for this point in the year, and actual spending is lower than planned. Overall investment in personnel has increased, but expenditure on travel and conferences has decreased. In 2016-17, the organization improved its ratio of programmatic expenses to administrative expenses, increasing the percentage of budget spent on mission-related activities. Katherine described the spending breakdown, noting the increase in programmatic spending while administrative expenses remained steady.

The Foundation is repurposing some funds that became available due to spending below budget lines, including by expanding access to some grants programs. The organization is focused on more effective budgeting and repurposing this fiscal year, resulting in a net benefit to programmatic work.

The Board discussed the amount of money transferred to the Wikimedia Endowment, and the amount kept in reserve. Board members discussed the appropriate level of funds to retain as net surplus (reserve funds), and when to make use of this surplus to fund high priority programs. There was a suggestion that this would be a good topic to discuss in more detail at a future Board meeting.

The Board also discussed fundraising trends, and expectations for online and email fundraising in the current fiscal year.

Katherine then reviewed programmatic spending by department. Major areas of programmatic investment are increasing reach and investment in Wikidata. The Wikimedia Foundation entered into a Memorandum of Understanding with Wikimedia Deutschland to provide funding for Wikidata development. The Foundation also made investments in global awareness campaigns for Wikipedia. Additionally, the Foundation invested in new grant programs, began work on a redesign of the external Foundation website, and commenced work on the Structured Data project, supported by funding from the Sloan Foundation. The Board discussed the structure of the Simple Annual Plan Grant program.

The existing Foundation staffing plan and related expenses was clarified. The Foundation has budgeted for slightly over 300 staff positions, with a few positions open at any given time. There is work being done to improve the time it takes to hire new staff members.

The Board noted that the financials are strong.

Year in review

The past fiscal year was a good one for the activities and projects of the Foundation. Fundraising performed significantly above projection, due largely to external, socio-political factors, and there were a number of key internal improvements made. As the Foundation grew in size, it outgrew some of the internal operational processes and systems that had worked for a smaller organization. A number of new internal systems have been built to match the organization's size and needs. As one example, there is a new human resources management system that tracks staff performance reviews. There is also a new system for tracking financial spending in near-real time, which allows the repurposing or funds more efficiently and effectively. This required a significant investment to set up.

The Foundation has also been improving its analytics capacity, enabling the introduction of new metrics. Recent data indicates that Wikipedia is accessed by approximately 1.4 billion unique devices each month. (This offers an alternative way of measuring traffic than by pageview count.) Nearly to 300,000 people contributed to Wikimedia projects each month. (Contributors are editors, registered or unregistered, with one or more edits in a month.) The Foundation has improved its understanding of the ecosystem that maintains the Wikimedia projects. Although it is hard to compare traffic to other websites, the Wikimedia projects rank among the top five web properties based on Comscore. Wikipedia’s brand awareness is even stronger in many areas.

Over the past year, the Communications team worked on the Foundation's brand, took advantage of media moments, and responded to the global press interest in fake news, explaining how Wikipedia provides a reliable alternative source. We pushed back on a recurring narrative about how Wikipedia is declining or dying. We also initiated community-based marketing, allowing community members to support casting and scripting for Wikipedia promotional videos. In Iraq, where the Foundation first piloted this program, Wikipedia experienced a bump in readership. The Foundation is conducting research in Nigeria to establish a baseline for comparison ahead of a campaign in that country.

Staff engagement numbers have remained steady. The Foundation is planning to move the Engagement Survey from a semi-annual to an annual basis, starting in November 2017. Katherine reported that a number of excellent new employees were hired over the course of the past year, and other staff are stepping up to interim leadership roles on the executive staff. One priority is addressing diversity and inclusion among staff, with a goal of improving representation of people of color and the balance of genders, among other types of diversity in the candidate pools, which presumably will ultimately enrich the diversity of the organization. Some teams have made a concerted effort with notable results. The initiatives undertaken are not just about diversity, measured in many ways, but also about inclusion. The Foundation values people with diverse backgrounds and experience and is committed that they have agency and leadership in the organization.

The Foundation also set new values. Wikimedia has movement values, but these new values are about the Foundation as an organization. The Foundation will use them in hiring and to evaluate performance. The values were determined through an inclusive process based on consultation with staff. Incorporating values in evaluations and hiring decisions provides a tangible way to hold staff accountable for acting on our values.

The Foundation will move offices at the beginning of October 2017, and the project is on time and under budget. Instead of multiple floors, the Foundation will consolidate to one floor with less space. There are some advantages to the new space, including some shared space for bigger events. Katherine noted that in many organizations a major successful move of the headquarters would be one of the leading signs of what has been accomplished during the year, but this past year has seen so much ongoing work that the on-time and successful office move project has received relatively little attention.

The Product department was renamed the Audiences department, and some changes were made in the structure. This organizational tune-up streamlined team activities. The change in name signals a shift in focus from what the teams build to whom they serve. In recent years the Foundation has hired strong product managers, and these individuals are generating results.

The Technology department also underwent an organizational tune-up. The department introduced a new organizational structure of Platform and Services teams, which correspond to the software we run and the infrastructure on which it runs. The Technology team will be investing in additional product managers to improve distributions of responsibility and oversight of team roadmaps .

The Foundation conducted an audience segmentation project to understand who builds Wikimedia, and the people who influence what is built. This includes journalists, content syndicators, and people beyond contributors. This work will inform the work of the Audience department.

The Structured Data project is funded by a $3 million grant from the Sloan Foundation. The project is underway with a number of new hires. It is also advancing the Foundation's partnership with Wikimedia Deutschland. The Wikimedia Foundation and Wikimedia Deutschland committed to a plan of support for the development of the Wikidata software. This may be the start of a successful software development partnership model for other organizations.

The Board had affirmed the Wikimedia Foundation's commitment to community health, including a focus on combating online harassment. This work is underway.

In Mexico and Egypt, the Wikimedia Foundation conducted additional research to understand the local audience for the Wikimedia projects. This “new editors” research is not yet published, but the portions that do not include personal information will be made available to the public. This research provided the Wikimedia Foundation with new insights on how to deepen the relationship with communities that do not have access to the internet, or whose access is often interrupted or too expensive.

The Wikimedia Foundation had its second successful year solving problems on the community wish list, addressing areas that were identified as a priority for the WIkimedia community. The Community Tech team has begun experimenting with other forms of community-based collaboration. As one example, a team responded to English Wikipedia discussions around ACTRIAL. The engagement in this discussion is a model for community-based development.

The Wikimedia Architecture Committee (ArchCom) has adopted a new charter defining its purpose, operation, and authority. It has also adopted a new name, as the Wikimedia Technical Committee (TechCom). This is the community-foundation hybrid body that supports the future direction of core MediaWiki software. It’s new authority covers technical decisions regarding any official software that serves Wikimedia users. The committee should be involved in matters regarding such software that are strategic, cross-cutting, or hard to undo. TechCom acts as an extension of the CTO office.

Wikimedia Labs and Wikimedia Tool Labs have been consolidated into the single team under the Services vertical within the Technology department, and renamed Wikimedia Cloud Services (WMCS). The WMCS team will maintain and extend the existing Wikimedia Labs infrastructure as a service platform, the Tool Labs platform as a service project, and support many additional supporting technologies used in the cloud environment. The Foundation’s initial efforts with machine learning, the ORES project, was so successful that the Foundation built a team around it, the Scoring Platform team, also under the Services vertical of the Technology department. Approximately 18,000 editors have manually enabled features supported by ORES, making it one of the most enabled beta features. One important component of ORES is its rigorous approach to openness. The new Scoring Platform team will focus on democratizing access to AI, developing new types of AI predictions, and pushing the state of the art with regards to ethical practice of AI development.

The Technology department reconstituted a core platform team, known as the MediaWiki Platform team under the Platform vertical. The MediaWiki Platform team will be tasked with leading maintenance and improvements related to the core MediaWiki platform codebase. That includes encouraging future development of the MediaWiki platform and addressing the technical debt that has accumulated during the 15-year history of MediaWiki. The team also hired a product manager.

The Wikimedia technical community has approved a Code of Conduct for the Wikimedia technical spaces. The Code of Conduct promotes a respectful, diverse, and welcoming environment through clear expectations for how community members should interact, and outlining how people can easily report behavior that does not meet these expectations.This took a significant amount of work to establish, and its success was due to staff leadership.

In the previous fiscal year, the Wikimedia Foundation experienced an increase in fundraising revenue. A similar trend was reported by other non-profits in the United States. The Fundraising team adapted the fundraising messaging to issues that resonated with our donors, such as free speech and the importance of factual information. The major gifts team also received some significant donations, exceeding their plan for the year. The Wikimedia Endowment has expanded its advisory board, and it is proceeding along the plan to its fiscal goal.

In response to the ban on access to all Wikimedia sites imposed by the Turkish government in the spring of 2017, the Wikimedia Foundation formed a cross-departmental group including representatives from the Legal, Communications and Community Engagement teams. They are working on a multiple strategies to find ways to lift the ban without compromising on Wikimedia's commitment to freedom of information. The Foundation has followed both a litigation and government engagement strategy. The Board asked some questions about the plans in Turkey, and the General Counsel provided additional information on the situation.

The Wikimedia Foundation continues to engage in public policy efforts, with more work being done in the past two years than in prior years, though resources to support public policy work in the Foundation remain limited. Wikimedia filed amicus (friend of the court) briefs in a number of issues around intermediary liability—the rules that provide protection of internet service providers, hosting services, and certain technology platforms, so they are not held liable for the postings of users—and against the extension of the Right to Erasure in Europe and Canada. The Wikimedia Foundation also received a significant ruling in a U.S. federal case, Wikimedia v. NSA, which allows the case to continue, hopefully to address the merits of the Foundation’s case, which challenges the constitutionality of the U.S. government’s electronic surveillance of the internet.

The Wikimedia Foundation is also continuing to build its relationship with Yale Law School, establishing a fellowship to research intermediate liability, a vital protection for platforms dependent upon user-generated content that is coming under increased attack across many countries, including the U.S.

The Partnerships Team has also started a project with Google and CIS India, where the Wikimedia Foundation is facilitating Google's sponsorship of activities to promote local language content on Wikipedia. The Board discussed the value of this kind of relationship with Google, both for local language Wikipedia content and for Wikipedia more broadly.

Movement strategy discussion

Katherine presented the vision and strategy process that led up to the introduction of the draft strategic direction at Wikimania. The direction indicates that Wikimedia will become a major support system for free knowledge. It is not just that the Wikimedia Foundation or community builds knowledge, but rather that they provide the foundational structure and bases for doing so. The exact terminology we end up using to describe this strategic direction is still under discussion. Additional themes around inclusion and representation may also be integrated. The Wikimedia movement provides the groundwork for more development.

Katherine provided some background on the movement strategy conversations, and discussed the current framing with the Board. One Board member suggested having further discussion about what the Wikimedia movement means. This strategy also excludes certain activities that are not compatible with this metaphor. Katherine noted that what we choose to do, and what we don’t do, will be a focus of the upcoming Phase II of the Movement Strategy process. Phase I arrived at a strategic direction.

A Board member asked for clarification regarding whether the movement strategy reflects what the Wikimedia movement hopes to become or create in 2030. Katherine emphasized that the movement strategy wanted to build a direction upon which other Wikimedia organizations can set more concrete plans. There was some discussion about whether the specific date of 2030 furthered this goal.

Board members discussed the importance of sustainability, and the importance that Wikimedia movement organizations are neither abandoned nor feel unsupported as we move in this direction. The strategy provides bridges between organizations, and helps them work together as partners.

Katherine reviewed the next steps, including the process that will begin with Phase II. After the movement strategy direction is published, the Wikimedia Foundation will begin working on developing a mid-term, 3-5 year plan. The 2018-19 Annual Plan will be a bridge between current work and the 3-5 year plan. At the November retreat, the Board will discuss prioritization for this long-term plan. This may include conversations of community tech, new technology, changes in user interfaces, models of reacting to content reuse in other technology, the structure of chapters and user groups, and pressing issues that will need to be addressed sooner in this multi-year plan. The plan may also need to address issues of harassment and barriers to participation. Board members expressed different priorities, and a desire to discuss this further at upcoming meetings.

Katherine discussed the importance of stable revenue to fund the movement's work, the anti-harassment work that supports inclusion, evaluating the movement's structure and organization, preserving independence and dealing appropriately with paid editing, supporting the Wikimedia brand, developing good product experiences, and responding to disintermediation of web traffic. Board members discussed the importance of each of these challenges.

The strategic direction will be submitted to an endorsement process. Groups and individuals will have an opportunity to support the general direction. Endorsements will be a support for the legitimacy of the process, and help provide momentum for participating in the next phase in good faith with a shared direction.

Year in review for the Board of Trustees

Christophe reviewed the past year for the Board of Trustees.

Last year, the Board identified three key areas for focus: improving the Board itself, supporting the Executive Director, and supporting the movement strategy. On the first point, the Board has spent time improving the recruitment process for new candidates. This year's election was run by a newly-established standing committee. Additionally, the Board added regular informational sessions on important topics, such as product and technology.

On the second point, the Board provided clear and consistent direction for the Executive Director, convened meetings with executives and members of the Board throughout the year, and avoided interfering inappropriately with community and staff interactions.

With regard to the third point, the Board convened international conferences and otherwise supported the Executive Director’s leadership of the movement strategy. The process embodied a bottoms-up approach that is appropriate for the Wikimedia community.

The Board has faced a number of challenges. Board recruitment has been difficult, and the Board needs to prepare for future transitions. Scheduling Board meetings at Wikimedia Conference in Berlin is also challenging, since the date fluctuates and does not correspond to the fiscal year.

Over the next year, the Board will continue to focus on these three priority areas. The Board should discuss providing good guidance and planning over time. A three year plan would be helpful for the Board.

Board members discussed the level of the financial reserve, and what is normal for U.S. nonprofit organizations.

The Board needs to spend more time on recruitment and development. In future months, the Board wishes to have a discussion around the budget for Board development.

Compensation

Joady Lohr, head of Talent & Culture at WMF, joined the meeting. She presented on the Wikimedia Foundation's compensation practices. The Board is responsible for setting the Executive Director's compensation, and for reviewing the data and process for other staff compensation decisions. The Foundation had provided information prior to the meeting on compensation practices, including a general statement of principle and a statement on how the organization makes compensation decisions. Joady explained how the Foundation obtains comparable data from other nonprofits, including a study conducted by Radford on a regular basis. Joady also reviewed the process for setting individual compensation, including the compensation worksheet.

The Foundation has released its compensation bands internally to staff. This release was received positively by staff, as transparency helps create more equity. Joady discussed the long process to bring all staff members into equitable bands, and the process that led to the internal compensation data release.

The Board discussed how compensation can be set fairly within the context of both the technology industry and the nonprofit sector, and maintain an attractive workplace for skilled professionals. The Board also discussed ways of increasing public transparency on compensation, outside of the annual U.S. Internal Revenue Service Form 990 publication that includes compensation information for what are known as “key employees” (usually the most highly compensated employees). One approach may be to publish the Foundation's compensation principles.

Joady was excused from the meeting at the conclusion of this topic.

Executive session

The Board held a short executive session without any staff present to discuss Executive Compensation matters. At the conclusion of this topic, the meeting was adjourned for the day.

Strategy

On August 10, the meeting resumed and was called to order at 9:00 AM. Christophe, María, Kelly, Dariusz, Nataliia, Alice, and Jimmy were present. Katherine, Jaime, Eileen, and Stephen were also present.

Christophe started the discussion with the Board's reflection on the current strategic direction and the endorsement phase. The Board discussed that they would like to see the strategic direction again for consideration after the community endorsement process has started.

Wikimedia France

The Board discussed the Foundation staff report from the July site visit to Wikimédia France. There continue to be some concerns with organizational governance, and the Board remains committed to the health and continuity of the French community. The Board reviewed and supported the recommendation from Wikimedia Foundation staff to create clear, interim expectations for Wikimédia France to meet in order to receive planned Annual Plan Grant funding.

James joined the meeting at this point.

Housekeeping

• The Board approved minutes from June 16, 2017, after a motion by Christophe, seconded by María.
• The Board approved resolutions appointing James Heilman, Dariusz Jemielniak, and María Sefidari to the Board of Trustees for three year terms based on the results of the summer 2017 community election.
• The Board discussed officer appointments and committee membership. The Board approved the officer appointments for 2017-18, after a motion by Alice, seconded by Jimmy.

Board goals for 2017-18

Christophe reviewed the discussion on Board goals from August 9. There are important governance topics for the next year that will require the Board's attention. It is also important for the Board's goals to be compatible with, and not separate from the Executive Director's goals for the year.

The Board discussed their communication channels with the Wikimedia community. There are some statements that are published via email and on Meta-Wiki. Communication is an important part of the Board's role, although there are certain aspects to the work that must remain confidential. Board members noted that they do not want the Board's communication goals to place an additional and unplanned burden on the staff at the Foundation. Katherine recommended that the Board nominate a communications liaison who sets a lightweight plan for the Board, identifies minimal touch points with staff, and leads coordination.

Christophe summarized three goals for the year:

• Goal 1: Strategy. The Board should support and contribute to Phase II in the movement strategy process.
• Goal 2: Governance. The Board should study the organization against best practices, and implement changes as appropriate.
• Goal 3: Sustainability & Effectiveness. The Board should ensure that it recruits, on-boards, and trains the current and new members to help them reach full capacity.

The Board discussed these goals, and how they will fit on the Board's three to five year horizon. Board members also discussed whether filling the Foundation's open or interim executive positions should be a goal for the Board. The Board decided to discuss its goals further at the Board retreat in November and future meetings.

Next six months

The Board discussed the Board and Foundation's upcoming business in the next six months. First, Board liaisons will be attending the Funds Dissemination Committee meeting. Second, the Board will hold a workshop and meeting in November to discuss and focus on key topics from the strategic direction. Katherine and Christophe will work on identifying the topics and preparation material for this meeting.

Language committee

The Board discussed how the Language Committee makes decisions for the Wikimedia projects. The Board asked Katherine to determine the appropriate level of staff support for the committee at this point.

Standing committee updates

• Governance Committee: Nataliia provided an update from the Board Governance Committee on their recent recruiting for the open appointed seat. The Board continues to review candidates that meet the position descriptions identified by the Board of Trustees.
• Audit Committee: Kelly provided a brief from the committee prior to the meeting.
• Human Resources Committee: The HR Committee had no further business after the compensation discussion on the previous day.

At the end of these committee updates, the meeting closed.