View source for Minutes:2008-04-07

Board meeting, San Francisco, April 5-7, 2008

[[Board Meetings/April 5-7, 2008|Agenda]]

* Participating: Florence Nibart-Devouard, Jimmy Wales, Michael Snow, Kat Walsh, Domas Mituzas, Jan-Bart de Vreede
* Absent: Frieda Brioschi 
* Quorum: Yes
* Also present: Sue Gardner, Executive Director
* Also present for certain parts: Mike Godwin, General Counsel 
* Start: 8:30 PDT, April 5
* End: 18:00 PDT, April 7
* Minutes recorded by: Domas Mituzas and Florence Devouard

==April 5, Saturday==
First meeting day is dedicated to brainstorming of governance problems and needs

===Introduction===
* Introducing each other, identifying base position for upcoming meeting, introducing facilitator of discussion
* Setting up agenda for whole meeting
* Discussing logistics and other meeting planning

===Governance structure changes===
* Foundation key operations areas identified, improvements discussed:
** '''Decision: Advisory board should be further developed in key strategic areas. These areas must be identified.'''
** Volunteer Council has functionality and scope problem
** '''Decision: resolution about the Volunteer Council proposed by Lodewijk: rejected'''
** Volunteer Council, or similar body, could help in appointing community board members
** Board needs additional qualifications and expertise, which must be identified
** Most board members consider community involvement remains unchanged
** Action item for Michael:informing the community that the Volunteer Council resolution has been rejected

==April 6, Sunday==
* '''Decision: only board members attending the meeting will vote on in-depth topics'''

===Review and approval of IRS Form 990===
* Chairman Emeritus (CE) title has to be removed from Jimmy on the form, due to honorary title status
* Request blacking out contributor names and addresses by default in public copies, use other methods to announce donors who agree to have their names made public
* Publishing salaries and personal information is privacy violation, it has to be investigated what better privacy protections can be provided
* Expand description of Wikia employees, define time of employment
* Change website from www.wikipedia.org to wikimediafoundation.org
* Business relationships of directors have to be explained
* Key people salaries will be published, even if might not be mandatory
* '''Decision: 990 is approved, provided that the requests for modification are implemented'''

===Treasurer===
* Bylaws have to be updated to reflect treasurer position better in current organization (personal opinion) -> to be put on the agenda of next meeting
* Position is expected to be long-term, with long-term visions, rather than reacting to past
* '''Decision: Stuart West is invited to join the board as Treasurer'''
* Other candidates may be invited to audit committee, or assist with other organizational matters -> new audit committee to be appointed after board meeting 
{{Minuteres|new trustee appointment April 2008}}

===Audit Committee===
* Michael Snow agrees to join the committee
* Stu will have an important role in suggesting more membership candidate
* Board Chair has final decision, based on existing input, according to audit charter

===Pledge of Commitment===
* The draft proposed by Mike is not approved. 
* Freedom of projects as non-negotiable part of board activities has to be enforced in the new pledge
* Shared values have to be part of Pledge of Commitment

===Board composition===
* Discussion from previous day continued
* Board should be expanded to at least 9 members
* There should be reserved positions for needed internal or external expertise
* Chair should be community representative
* Expert publicity position for community founder is necessary (personal opinion)
* Chapters should be able to assign certain positions
* Elections are needed for direct community involvement
* Being on board of a chapter and on foundation board is not fair to other chapters
** Non-voting board positions on chapters are not conflicting
* Nomination committee can be built to suggest board expansion, as advisory function
** Needs to identify required board expertise
** Needs assessing possible board members to fill in qualifications
** Needs to be given specific tasks
** Would suggest members for appointments, for board decision
** Volunteer Council would not be used for elections, though other uses possible

===Advisory board===
* There are multiple missing areas of expertise
* Expense of annual meeting should be taken into consideration
* Current advisory board is mission-centric
* It may be impossible to have whole advisory board travel to Wikimedia Foundation events
* The way of refactoring discussed
* Needs more varied expertise in:
** Public Relations 
** Fundraising and soliciting
** Foundations
** Board development
** Finances
* Some existing expertise needs to be refreshed
* '''Decision reached: JB contact Angela (chair of advisory board) and discuss advisory board future with her'''

==Monday==
===Approval of minutes for previous meetings===
* Minutes of December, 2007 meeting approved:
** By: Florence, Jan-Bart, Jimmy, Kat (4 out of 5 board members of the time)
{{Minuteres|Approval of December 2007 Minutes}}
* Minutes of March 1, 2008 meeting approved:
** By: Domas, Florence, Jan-Bart, Jimmy, Kat, Michael
{{Minuteres|Approval of March 2008 Minutes}}

===Migration between staff and board===
* Explicit restrictions not needed due to healthier staff and board policies
* Should not be limiting community migration
* Transparency of organization is protecting against abuse of such moves
* Question resolved
*'''Decision''': resolution rejected
{{Minuteres|Board Membership and Employment}}

===Data retention policy===
* Full compliance with US laws required
* Needs further explanations in future to define what information is retained
* Original draft needed clarification, specifying 'United States of America' instead of 'United States'
*'''Decision''': resolution approved
{{minuteres|Data retention policy}}

===Privacy policy===
* In case private data is given to law enforcement agencies, community members must be notified about such event
* Private email notification is enough, resolution has to be developed based on that
* This covers just response to legal process, internal community activities, such like checkuser, are not covered by this rule
* Original draft needed clarification, specifying 'United States of America' instead of 'United States'
* '''Decision''': resolution approved
{{minuteres|privacy policy update April 2008}}

===Executive Director report===
* Goal establishment and tracking practices explained
* Financial plans and practices explained
* Human resources situation reviewed
* Emphasis of outreach for non-mature projects discussed
* The report is reviewed and approved by board (6:0)
** [//board.wikimedia.org/wiki/Image:ED_Report_to_the_Board_AS_RELEASED.pdf]

===Audit and management letter===
''Report only, no decisions''
* All suggestions are being implemented by current staff
* All policies are being implemented by current staff
* Accounting and financial oversight gaps should be covered thanks to hiring CFOO and arrival of new treasurer
* Audit company needs to be changed, due to relocation to San Francisco

===Governance===
* Continuing previous discussion
* Changing of board majority at once should be avoided
* Florence disagrees with limitation of being on chapter board and foundation board
* Continuity of appointed members is needed - short term appointments should be avoided
* Communication has to be done via Jay and Delphine, chapters and community
* '''Decision: proposition to be further polished after the board meeting. See resolution about bylaws update at the end of the document'''

===Chapter meeting===
* Board needs more information from chapters, on agenda and requirements for board participation
* Florence, Frieda and Jan-Bart are candidates to go to chapter meeting
* Foundation may support participation of certain chapters, but generally chapters should be sustainable

===Security at Wikimania===
''Report from Mike''
* Generally environment is secure
* Reviewed security report and discussed contingency plans
* Library of Alexandria will be handling security, assisted by local police
* '''Decision:Executive Director has authority to manage or change Wikimania plans, in case of security issues'''

===Non-disparagement and confidentiality agreement===
* Non-disparagement agreement is needed to guard against personal and institutional attacks, not constructive criticism
* The copy reviewed during board meeting was the copy of employee's non-disparagement agreement, not suitable to board
* Due to nature of organization, some clauses are impossible to enact, like returning of confidential information and other property on termination
* This document should be developed into non-disparagement agreement suitable for members of board to enter into with the foundation
* Mutual obligations for board members and foundation are needed, including non-disparagement
* Vote on the non disparagement agreement and confidentiality agreement rejected
* '''Decision: Mike to develop a Commitment agreement''': 5:1 (Kat against)

===Media review===
* No dissenting required or needed (personal opinion)
* Specific roles in board may have specific opinions, but board member as such has to stand for board messaging (Sue's opinion)

==Board reorganization==

Based on outcome of board meeting, approval of new bylaws after the meeting itself
{{Minuteres|Bylaws amendments and board structure}}

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