Minutes:2017-06-16

Wikimedia Foundation Board minutes

• Location: San Francisco, CA, and online (via Google Hangout)
• 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 (Senior Legal Counsel)

June 16, 2017

The meeting was called to order at 9:05 AM Pacific. Stephen called roll and confirmed that quorum was present. Christophe, María, Kelly, Dariusz, Nataliia, and Alice joined remotely. Katherine and Jaime were present in San Francisco, and Eileen and Stephen were also present remotely. Christophe welcomed everyone, reviewed the agenda, and opened the meeting.

Annual plan

Jaime presented the final version of the Wikimedia Foundation's 2017-18 Annual Plan. The numbers in the final Annual Plan are consistent with the versions that were previously shared with the Board. Based on prior feedback from Board members, the terminology around specific non-recurring spending was improved. The Plan includes $76.8 million in revenue, $76.8 in operating expenses, and $2M designated from the reserve for specific non-recurring purposes.

Staff previously had presented and reviewed the final Plan with the Audit Committee. The draft of the Annual Plan was also available on Meta Wiki for public review, and it included comments from the Funds Dissemination Committee. Once approved, it will be shared publicly, on or around July 1, 2017.

After a motion by María, seconded by Kelly, the Board approved the Annual Plan.

Turkey update

Eileen provided a confidential and privileged update and answered questions on the Turkish Government’s ban on Wikipedia across all languages. The ban has been in effect since April 29. She discussed steps being taken on the litigation and government engagement fronts.

Housekeeping

• The Board approved the Document Retention Policy, after a motion by María, seconded by Kelly. This brings WMF into alignment with a not-for-profit best practice with regard to Form 990 reporting.
• The Board approved an additional $5 million transfer to the Wikimedia Endowment within the fiscal year, after a motion by Kelly, seconded by Dariusz. That funding was matched on a one-to-one basis by a private donor.
• The Board approved the minutes from the March 30 Board meeting, after a motion by Alice, seconded by Christophe.
• The Board approved new appointments to the Advisory Board, after a motion by María, seconded by Alice.

Funds Dissemination Committee recommendations

Dariusz and Christophe, as Board liaisons to the Funds Dissemination Committee, presented the recommendation from the Funds Dissemination Committee for 2016-17 Round 2. The Committee's recommendation is based a thorough review of the applicants' proposals, financial documents, and reports. Dariusz explained the Committee's diligent and professional process, and then reviewed the recommendations.

The Board first discussed the FDC recommendations regarding Wikimedia Armenia, Wikimedia Norway, and the Center for Internet and Society. Board members discussed how the Committee reviews the larger applications, and asked Katherine about the usefulness of the Committee's feedback on the Foundation's draft Annual Plan. Katherine explained that the process provides valuable accountability and oversight, and the Foundation is strongly committed to these principles, but that there is room for improvement in how the process gathers feedback on programmatic goals, and aligning these goals with organizational priorities. The Board discussed the need to evaluate the Funds Dissemination Committee process and intent, to ensure it continues to provide the greatest and most appropriate value and support for organizations of various size. The Board proposed this as a potential topic for more detailed discussion in Q2 (October - December) FY2017-2018.

After a motion by Dariusz, seconded by Christophe, the Board approved the financial funding recommendation for Wikimedia Armenia, Wikimedia Norway, and the Center for Internet and Society.

At this point in the meeting, Christophe recused himself from the discussion and left the meeting.

The Board discussed the Committee recommendation regarding Wikimédia France, as well as Wikimédia France's appeal of the Committee’s recommendation. Dariusz, as the Board’s liaison to the Committee, recommended against the Board reconsidering the recommendation, and concurred with the Committee's recommendation that Wikimédia France hold a governance review. The Board requested the Foundation consider making Wikimédia France’s funding contingent upon a governance review and the chapter's satisfactory implementation of subsequent recommendations and best practices.

The Board considered the appeal by Wikimédia France, which, Dariusz, in his capacity as the board’s Funds Dissemination Committee liaison, had investigated and recommended the Board deny. The Board agreed, and decided not to override the recommendation of the Committee. After a motion by Dariusz, seconded by Alice, the Board approved the financial funding recommendation for Wikimedia France.

The Board reviewed the schedule for announcing these decisions.

At the conclusion of this part of the meeting, Christophe was invited to return.

Executive Session

All of the Foundation staff members were excused at this point in the meeting, and the Board held a confidential executive session. At the conclusion of the executive session, the meeting closed.