Minutes:2015-11

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Minutes from 2015-11

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Wikimedia Foundation Board minutes

• November 7–8, 2015
• Board of Trustees present: Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Frieda Brioschi, James Heilman, Dariusz Jemielniak, Guy Kawasaki, Denny Vrandečić, Jan-Bart de Vreede, Jimmy Wales, and Stu West.
• Others present for part of the meeting: Lila Tretikov (Executive Director), Geoff Brigham (Secretary and General Counsel), Lisa Seitz-Gruwell (Chief Advancement Officer), Boryana Dineva, Doron Weber (Sloan Foundation), Stephen LaPorte (Legal Counsel).

Patricio called the meeting to order at 3:30 PM, and Alice introduced the agenda for the day. Patricio, Alice, Frieda, James, Dariusz, Guy, Denny, Jan-Bart, Jimmy and Stu were present, as well Geoff, Lisa, Boryana, Doron, and Stephen.

Long term funding

Lisa presented preliminary perspectives on the Wikimedia Foundation's revenue and growth. She started with an outline of the Foundation's growth and recent fundraising strategy, the fundraising goals in the most recent annual plan, and the potential challenges for fundraising.

Lisa presented some alternative strategies for revenue needs for the Foundation, including the possibility of charging for premium access to the services and APIs, expanding major donor and foundation fundraising, providing specific services for a fee, or limiting the Wikimedia Foundation's growth. The Board emphasized the importance of keeping free access to the existing APIs and services, keeping operational growth in line with the organization's effectiveness, providing room for innovation in the Foundation's activities, and other potential fundraising strategies. The Board asked Lila to analyze and develop some of these potential strategies for further discussion at a Board meeting in 2016.

Board Recruiting

Dariusz and Boryana presented on the process for Board recruitment to fill Jan-Bart's and Stu's seats after December 2015. The Board discussed that financial experience and skill should be a priority for one of these seats. The Board also discussed the time commitment necessary for the Board. The Board asked the Governance Committee to take these points under consideration and provide an update at the next meeting.

Committee Updates

Governance Committee

The Governance Committee plans to discuss the Advisory Board at upcoming committee meetings.

Audit Committee

The Audit Committee provided a brief update on the Wikimedia Foundation Audit.

Housekeeping

• The Board approved a resolution to renew Jimmy's term on the Board, after a motion by Stu seconded by Jan-Bart.
• The Board approved a resolution establishing a standing Election Committee, after a motion by Denny seconded by Patricio.
• The Board approved the minutes from the September 2015 meeting, after a motion by Denny seconded by Stu.
• The Board discussed the role of the Board liaisons with the Funds Dissemination Committee, and then appointed Denny to serve as liaison after a motion by Alice seconded by Frieda.
• The Board approved an updated policy for Board visitors, after a motion by Dariusz seconded by Alice.
• The Governance Committee introduced an amendment to the scope of the Ombudsman Commission, which was approved by the Board after a motion by Denny seconded by Patricio.

Adjournment

The meeting adjourned for the evening around 6:30 PM, and resumed on November 8, 2015.

Executive Session

The meeting reconvened at 9:00 AM with an Executive Session.

Composition of the Human Resources Committee

Guy, Patricio, Stu, Jan-Bart, Frieda, James, Jimmy, Denny, and Dariusz were present.

The Board discussed changing the membership of the Human Resources committee with Guy, Jimmy, Patricio, and Jan-Bart. The committee is authorized to pursue resources it needs to fulfil the mandate in its charter, as well as working with the Executive Director on development and goals.

The Board approved this adjustment to the HR Committee after a motion by Jimmy, seconded by Denny.

Knight Foundation Grant

Pursuant to the Gift Policy, the Board voted to approve a gift from the Knight Foundation after a motion by James seconded by Denny.

Interim Treasurer

The Board discussed the role of the Board Treasurer. After a motion by Stu seconded by Jimmy, the Board voted to appoint Denny as Interim Treasurer.

Conclusion

The Board discussed the schedule for upcoming meetings. The Board discussed and agreed to hold an additional in-person meeting near the end of January or beginning of February. The meeting closed around 4:45 PM.