Minutes/2016-03

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WMF Board Minutes - March 21, 2016
  • Location: Web conference (Google Hangout)
  • Board of Trustees present: Patricio Lorente (Chair), Alice Wiegand (Vice-Chair), Kelly Battles, Dariusz Jemielniak, María Sefidari, Jimmy Wales
  • Non-Board members present: Katherine Maher (Interim Executive Director), Geoff Brigham (Secretary and General Counsel), Jaime Villagomez (Treasurer and Chief Finance Officer), Stephen LaPorte (Legal Counsel)

Patricio called to order a meeting of the Board of Trustees at 9:00 AM Pacific. Stephen called roll and confirmed that a quorum was present and able to simultaneously hear the meeting.

Governance discussion

Kelly and Dariusz introduced some considerations about Board internal governance. Prior to the meeting, Board members took an informal survey about governance and, at the request of some Board members, Geoff and Stephen prepared a draft set of basic best-practice recommendations for the Board's consideration. The Board discussed some general themes from the survey, including confidentiality and transparency, making public statements, incorporating feedback from the Wikimedia community, working with Wikimedia Foundation executive staff, and other topics. Board members discussed some ideas for increasing transparency, while respecting necessary confidentiality, and clear communication about the Board's discussions and activity.

Maria and Dariusz were tasked with preparing a proposal for a lightweight structure to increase transparency, which they will bring to a Board meeting for future discussion.

The Board reviewed a set of immediate governance recommendations, including a draft Code of Conduct and Confidentiality Agreement. The Board discussed the importance of including transparency among the governance improvements. The Board will provide detailed feedback on the recommendations following the meeting, and then the final documents will be considered in April.

  • Note, the description of governance recommendations is available here.

Housekeeping

  • Alice provided a short update on setting up a steering group to lead the search for the permanent Executive Director.
  • The Board reviewed a grant offer to support WikiCite 2016.

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.