Minutes:2014-02

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Minutes from 2014-02

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Wikimedia Foundation Board Meeting

January 31, 2014 & February 1, 2014

• Location: San Francisco, CA, USA
• Board of Trustees Present: Jan-Bart de Vreede (Board Chair), Phoebe Ayers (Vice-Chair), Bishakha Datta, Samuel Klein, Patricio Lorente, María Sefidari, Ana Toni (by voice (Google Hangout) from Rio de Janeiro), Jimmy Wales, Stu West, and Alice Wiegand
• Non-Board members present for most of the meeting: Sue Gardner (Executive Director), Geoff Brigham (General Counsel and Board Secretary), Stephen LaPorte (Legal Counsel)
• Non-Board members present for parts of the meeting: Garfield Byrd (Chief of Finance and Administration), Erik Moeller (Deputy Director), Lisa Seitz-Gruwell (Chief Revenue Officer), Anasuya Sengupta (Senior Director of Grantmaking), Frank Schulenburg (Programs Director), Gayle Karen Young (Chief Talent and Culture Officer), Asaf Bartov (Head of Wikimedia Grants Program), Siko Bouterse (Head of Individual Engagement Grants), and Yana Welinder (Legal Counsel)

The Chair called the meeting to order at 9:00 AM on January 31, 2014. Jan-Bart, Phoebe, Bishakha, Sam, Patricio, María, Ana (by voice), Jimmy, Stu, and Alice were in attendance. Sue, Geoff, and Stephen were also present.

Introduction

The meeting started with a short introduction to the day's agenda.

Six-month review

Garfield, Frank, Anasuya, Lisa, Erik (by voice), and Gayle (by voice) joined for this portion of the meeting.

• Presentation on the 2013-2014 Year-to-Date and Look Ahead

Sue introduced the six-month review of the Wikimedia Foundation's annual plan. The purpose was to provide a review of this year's targets, explain performance, and discuss lessons that we learned so far. Sue provided an overview of current fundraising revenue, and Gayle discussed the current level of staffing. Erik presented the Product and Engineering work on core features, visual editor, Flow, mobile, and beta features. Board members discussed growth trends for page views, Wikipedia Zero, and HTTPS. After this portion of the presentation, Erik was excused.

Lunch

The Board took a break and had lunch.

Continuing the six-month review

Garfield, Frank, Anasuya, Lisa, and Gayle (by voice) joined for the conclusion of the six-month review. Frank presented on program evaluation and Wikipedia Zero. Board members started to discuss how grant-funded programs affected editor retention.

Grantmaking discussion

Anasuya, Siko, and Asaf joined for this portion of the meeting.

Similar to the November 24, 2013 discussion on Technology, the Board invited the Grantmaking team to discuss our grantmaking practices.

Anasuya, Frank, and Board members continued the discussion on how grantmaking programs related to editor retention and some of the difficulties that the "active editor" metric poses for program evaluation. Board members asked how the Wikimedia grantmaking processes are innovative, such as development for grant recipients and appropriate levels of reporting. The Wikimedia grants programs are not traditional: the processes are unusually transparent and designed as collaborative partnerships with grant recipients. The Wikimedia Foundation provides significant amounts of general support grants and has an innovative approach to providing grants directly to individual volunteers. Anasuya and Siko explained the challenges in the current grantmaking process, and efforts to improve the process for individuals. Board members asked questions about the geographic distribution of grant recipients, growth of movement organizations, and accessibility for non-English-speaking applicants.

At the conclusion of the discussion, the Board thanked Anasuya, Frank, Siko, and Asaf. Frank spoke briefly about his intention to leave the Wikimedia Foundation to join the Wiki Education Foundation, and the Board thanked him for his years of work on Wikipedia and at the Wikimedia Foundation.

The meeting was adjourned for the day at 5:00 PM

Housekeeping

The Chair resumed the meeting at 9:00 AM on February 1, 2014. Jan-Bart, Phoebe, Bishakha, Sam, Patricio, María, Jimmy, Stu, and Alice were in attendance. Sue, Geoff, and Stephen were also present.

Automattic Contract

Stu was recused for this portion of the meeting. Geoff explained the staff's recommendation to contract with Automattic to host the Wikimedia Blog. Based on Stu's employment at Automattic, the Board was presented with an opportunity to independently evaluate the decision pursuant to the Conflict of Interest Guidelines. Staff negotiated a contract with Automattic independent of Stu's involvement and examined comparable pricing from alternative hosts. Based on Automattic's unique expertise with WordPress software, specialized technical support, and other factors, the staff recommended Automattic's hosting services.

Jan-Bart made a motion to vote, seconded by Sam, and the Board approved the decision.

• Vote: Approval of the Automattic contract

After this topic, Stu joined the Board meeting.

Community logo

The Board discussed the Wikimedia Foundation's trademark registrations and the withdrawal of trademark registrations for the community logo, pursuant to LCA and community discussion. Sam made a motion to vote, seconded by Phoebe. The Board approved the resolution.

• Resolution: Community logo trademark registration

Amendment to the Bylaws

The Board Governance Committee presented an amendment to the Bylaws, as presented to the community for feedback, to allow Thematic Organizations to join Chapters in selecting seats on the Board. The Board thanked the legal team for their assistance preparing this amendment. Jan-Bart made a motion to vote, seconded by María. The Board approved the resolution.

• Resolution: Amended Bylaws for Trustees selected by Chapters and Thematic Organizations

Advisory Board Renewal

Geoff presented a resolution to renew the Advisory Board for the next year. The Board discussed the current process for the Advisory Board, and the decision to invite Ting Chen and Kat Walsh. Jan-Bart made a motion to vote, seconded by Alice. The Board approved the resolution.

• Resolution: Advisory Board appointments 2014

Board Handbook update

After reviewing with the Board Governance Committee, the Board Handbook was updated to reflect the new amendment to the Bylaws.

Trademark Policy

Yana joined for this portion of the meeting.

Geoff presented the new draft Trademark Policy, which was reviewed with the community for seven months. The new draft policy was designed to quickly authorize uses that are relevant to our community, while still preserving trademark protection against misuse of our logos. The new policy explains fair use, and parody. Geoff updated the Board on the various considerations unique to an open trademark policy. Board members complimented the legal team on the community consultation process and new draft policy. Board members asked about specific implications of the new policy, such as for researchers and user groups, which Geoff and Yana answered.

Bishakha made a motion to vote, seconded by Jan-Bart. The Board approved the resolution.

• Resolution: New trademark policy

Movement roles

The Board discussed their feedback from the Affiliations Committee and the Funds Dissemination Committee on the Board's movement roles decisions in November. The Board identified specific questions that can be resolved in an FAQ, which will be published with the decision.

• FAQ and published decisions from the November meeting

Lunch

The Board took a break for lunch.

Strategy discussion

The Board discussed how they will develop the process for the next strategic plan. The Board would like the strategic planning process to involve input from the community, but the exact process should be flexible. Sue advised that the Board should design the process with the next Executive Director. The Board reflected on the process for designing the previous strategic plan, and questions, such as movement roles, which should be addressed in the next plan. The Board agreed that the next strategic plan need not be a five-year plan in the model of the previous strategic plan, but agreed to settle on the plan's form with the next Executive Director.

During this discussion, Ana joined the meeting by voice.

Update from the Transition Team

Sue and Jan-Bart updated the Board on the Transition Team's process for selecting the next Executive Director. The Board discussed some of the characteristics that the Transition Team found in the current candidates, and the timeline for future interviews with the Board.

Feedback on the six month review

The Wikimedia Foundation plans to continue focus on the engineering and grantmaking activities. The Board asked questions about general threats for the Wikimedia projects. Board members raised specific issues, such as paid editing and the need to focus on individuals, instead of institutions, within the Wikimedia movement. The Board will provide Sue with written feedback on the annual plan outside of the meeting.

Open items

The Board reviewed action items that were assigned to individual Board members during the meeting.

Disrupting the disrupters

The Board began an open discussion on disruptive innovation. Board members discussed how other organizations responded to disruptive technologies, and the need to create small opportunities to experiment. Other organizations have struggled to reinvent themselves and integrate new ideas into existing products and cultures. Board members compared some topics from Wikipedia, including deletionism and inclusionism, article quality, paid advocacy edits, mobile and tablet technologies, and video.

Community council

The Board continued a preliminary open discussion on how to provide an independent venue for passionate community members. Board members discussed the need to be able to experiment with simple creative ideas within Wikipedia.

Feedback for the Chair

The Board provided Jan-Bart with feedback on the meeting's agenda and discussions.

Sue, Geoff, and Stephen were excused after this portion of the meeting.

Executive Session

The Board held a confidential executive session, without any staff members present.

The meeting closed at approximately 4:00 PM on February 1, 2014.