Minutes:2019-06-27

←Board meetings

Minutes from 2019-06-27

Questions?

Wikimedia Foundation Special Board Meeting - Governance Report

June 27, 2019

Location: Online

Wikimedia Foundation Board Members Present: María Sefidari (Chair), Christophe Henner (Vice Chair), Esra'a Al Shafei, Tanya Capuano, James Heilman, Dariusz Jemielniak, Lisa Lewin, Raju Narisetti, Nataliia Tymkiv, Jimmy Wales

Non-committee members present: Katherine Maher (Executive Director/CEO), Tony Sebro (Interim Secretary; Interim General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Eileen Hershenov (Of Counsel), Janeen Uzzell (COO), Lisa Anne Thompson Taylor (CEO, Taylor Strategic Partnerships), Chris Morris (Senior Governance Consultant, Taylor Strategic Partnerships), Katie Francis (Senior Paralegal)

Slides: 2019 Governance Review: 6-27 Summary of Recommendations

The meeting was called to order by María at 9:05 AM PST.

Agenda

• Introduction and framing of meeting (María)
• Presentation of governance recommendations + Q&A (TSP/Lisa Anne/Chris)  
• Board Governance Task Force next steps (Nataliia)
• ED reaction / observations (Katherine)
• Executive Session: Trustee reactions / observations (facilitated by María)
• Housekeeping (time permitting)
  • Resolution re: approval of ED/CEO compensation

María provided a brief introduction on the background of conducting a governance review and utilizing TSP (Taylor Strategic Partnerships) to provide results and recommendations. María explained this meeting was intended as a review of the formal presentation as well as preparation for the Board meeting on July 10, 2019.

María thanked the task force, Nataliia, Lisa, Katherine, Eileen, Tony, and TSP for their work on this project.

María then turned over the meeting to Lisa Anne Taylor (TSP) to present their recommendations.

Lisa Anne (TSP) presented the slide deck and discussed TSP's findings and recommendations.  

Lisa Lewin asked if anyone had questions for Lisa Anne, and inquired about any suggestions for the prioritizing of the reforms/resolutions.

Lisa Anne informed the group the following five items warranted immediate attention and should be addressed as soon as possible.

1. Commission a stakeholder analysis and/or utilize a task force to gain a full understanding of instances where goals and priorities of the community and the Foundation may not be aligned, so that these can be properly addressed by the board and Executive Director in partnership.
2. Extend current term from one to three years for Board officers and committee chairs to promote ownership of governance reforms and stability during the Foundation's movement strategy transition period
3. Increase size and capabilities of the board – keeping to an odd number total – to incorporate critical executive leadership skills and capabilities necessary for an entity of this complexity and scope.
4. Hire a full-time Board Liaison position at the Foundation (reporting to ED)
5. Create a board education and accountability plan, including the use of third-party trainers, to bridge knowledge gaps and ensure accountability and compliance (Governance Committee)

Lisa Lewin asked if these were recommendations for Board priorities and Lisa Anne informed her they 'absolutely' were. Lisa Anne explained a more detailed report with more suggestions would be forthcoming, but the five items listed should be addressed first.

Nataliia then discussed next steps. TSP and the Governance Task Force would complete and polish the final report and share with the group before the July 10th meeting. The Board Chair would be available to discuss action items with the Trustees on a 1:1 basis during this review period.

Katherine then shared her thoughts on the outcome of the report.

María excused non-board members for an executive session at 9:35 AM PST.

Tony Sebro and Katie Francis rejoined the call at 9:50 AM PST.  

The Board members moved on to the Housekeeping item of approving the ED/CEO's compensation resolution.  

After some discussion, the Board unanimously passed the resolution.  

María adjourned meeting at 9:56 AM PST.