Minutes:2016-06

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Minutes from 2016-06

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Wikimedia Foundation Board minutes

June, 22–23, 2016

• Location: Esino Lario, Italy
• Board of Trustees present: Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Kelly Battles, Frieda Brioschi, Christophe Henner, Dariusz Jemielniak, Guy Kawasaki, María Sefidari, Nataliia Tymkiv, Jimmy Wales
• Non-Board members present: Katherine Maher (Executive Director), Geoff Brigham (Secretary and General Counsel), Jaime Villagomez (Treasurer and Chief Finance Officer), Stephen LaPorte (Legal Counsel)
• Non-Board members present for a portion of the meeting: Lisa Gruwell (Chief Advancement Officer and member of the Executive Director Search Steering Committee), Katie Horn (Director of Engineering (Fundraising) and member of Executive Director Search Steering Committee), Joady Lohr (Vice President of Human Resources (Interim)), Heather Walls (Creative Director (Acting Director, Communications)), David Ostberg (supporting the 2016 engagement survey), Kathleen Yazbak (supporting the Executive Director search)

The chair called the meeting to order at 14:00 CET on June 22, 2016. Patricio, Alice, Kelly, Frieda, Dariusz, Guy, María, and Jimmy were present, constituting a quorum. Christophe and Nataliia joined the meeting as non-voting observers, until they were appointed on the second day. Katherine, Geoff, Jaime, and Stephen were also present.

Patricio started the meeting welcoming everyone and introducing the new people present.

Housekeeping

The Board reviewed a draft of the revised Whistleblower policy, which includes an option for anonymous reports from Wikimedia Foundation staff, and clarifies the scope and other terms. That draft will be shared with staff for comments and modifications as appropriate. The legal team will proceed with updating the Conflict of Interest Policy to clarify which people it applies to, along with some minor revisions to the Board Handbook. At a future meeting, the Board will consider a more comprehensive review and consolidation of the Board's policies.

Committee Updates

Audit Committee

Kelly provided an update from the Audit Committee. The Wikimedia Foundation filed the Form 990, selected KPMG as the auditor, and appointed Julien Singh and Michael Snow as non-voting members. The Audit Committee also reviewed and recommended the Wikimedia Foundation's 2016-2017 Annual Plan, which was approved by the Board prior to the meeting.

Doron joined at this pointing in the meeting.

Governance Committee

Dariusz provided an update from the Governance Committee. The Governance Committee worked on the Board's competency matrix, which will guide recruiting future Board members. The Governance Committee is working with volunteers to prepare culture and community workshops for external Board members. The Governance Committee also approved the new members of the Election Committee. The current Election Committee members are based on the previous year's committee membership, and the selection process in the future may provide more opportunities for additional community involvement.

Human Resources Committee

The Human Resources Committee had nothing to report at this meeting.

Affiliations Committee

Alice and María reviewed some of the recent discussions in the Affiliations Committee, such as staff assistance with the group approval process, the committee's support for user groups and other groups, and discussion around the future of the committee.

Funds Dissemination Committee

The Funds Dissemination Committee had not met since Dariusz provided the last update to the Board. Dariusz reviewed some of the feedback from the committee's last round of discussions. The Board discussed that the level of detail for a plan from a smaller organization is not appropriate for the Wikimedia Foundation's annual plan.

Funds Dissemination Committee 2015-2016 Round 2 Recommendation

Dariusz introduced the committee's financial funding allocation recommendation for US:m:Special:MyLanguage/Grants:APG/FDC recommendations/2015-2016 round 2,138,000 for 2015-2016 Round 2. After a motion by Dariusz, seconded by Kelly, the Board unanimously agreed to approve this allocation.

Operational transition update

Katherine provided a presentation on the Wikimedia Foundation's operations, focusing on the last quarter. Revenue is exceeding the plan in the budget. This is partially a result of recent regional fundraising campaigns performing more strongly than expected. The expenses of the organization also continue to be lower than the plan for the year. Some of the lower expenses are related to staffing, grants dissemination, and capital expenditure. Board members explored challenges raised by understaffing, and mitigation plans for the coming fiscal year. They also discussed how the next fiscal year's plan accommodates these financial trends. The Board also discussed the financial reserves for the organization.

There is some variability in the month-over-month editing and reading metrics, but these are within expected margins. In the future, year-over-year metrics will provide better snapshots of project's trends. The Board discussed the seasonal editing trends and the usage of the mobile apps.

Katherine presented some accomplishments from the last quarter, including community tech projects, cross-wiki notifications, new reader research in Nigeria and India, rapid grants, community capacity development, and the security audit.

Maggie joined at this point in the meeting to provide a detailed update from the Community Engagement department. The Community Engagement team is working on improving the quantity, quality, diversity, and reach of the Wikimedia projects. The team's initiatives include overseeing grants to fund community initiatives, providing strategic support for community programs like GLAM partnerships and education initiatives, collaborating with community developers on product features, and supporting functionary and other groups that are important for community health.

One important focus area has been on understanding and addressing harassment on the Wikimedia projects. The issues the Wikimedia projects face are within the context of broader issues with toxic behavior on the internet. After publishing a survey on harassment issues in Wikimedia, the Community Engagement team is now working on a few initiatives to address concerns, including hosting an Inspire Campaign focused on this area, creating training modules to support volunteers in addressing issues, and supporting the technical community in finalizing a new conduct policy for technical spaces. The Board discussed some of the challenges of addressing harassment, the connection with Wikipedia's gender gap, and the different types of acceptable conduct in different language versions of Wikipedia. The Board committed to support efforts to promote healthy and productive community culture, and discussed resourcing for these efforts.

Maggie was excused at the conclusion of this portion of the meeting.

Engagement survey

At this point in the meeting, David Ostberg of CultureAmp joined the discussion. David presented the results of the 2016 Foundation employee engagement survey, including a comparison to the 2015 survey performed six months earlier. Overall, the survey had strong participation. The survey showed significant improvements in senior leadership and communication. The survey still identifies areas for improvement in organizational vision and its communication. Katherine explained that the results of the survey are being discussed with staff members in order to identify top priority areas for further improvement.

At 17:16, the meeting was adjourned for the day.

Executive Director Search

The meeting resumed at 9:30 CET on June 23, with all Board members present. Christophe and Nataliia, as well as Lisa Gruwell, Katie Horn, Kathleen Yazbeck, and Doron Weber were all present for this portion of the meeting.

The Board and the ED Search Steering Committee held a closed executive session to discuss an update on the ED search. After the initial discussion, Stephen and Geoff joined the meeting. A motion was presented to appoint Katherine Maher as permanent Executive Director of the Wikimedia Foundation. After discussion, Patricio made a motion, seconded by María, and the Board unanimously approved this decision. Nataliia and Christophe also supported approving this resolution. Katherine joined the meeting again at this point. She was informed of the offer and accepted.

Katie and Kathleen were excused following the conclusion of this portion of the meeting.

Endowment

Lisa presented an update on the Endowment Charter and Operating Agreement, which was still under discussion with the Audit Committee and staff. The Board agreed that, once these points are finalized, the final documents would be brought to the Board for further discussion and approval. The Board had a short discussion about fundraising for the Endowment.

Strategy

Katherine provided an update on planning for a new long-term strategic vision. There has been clear communication from movement stakeholders and Foundation staff regarding the need for a unifying strategic vision, to guide how the Foundation engages community and staff, the focus of movement activities, the allocation of critical resources, the development of key program, and movement measurements of success. The next strategy process should be developed based on best practices from past Wikimedia strategy processes and comparable global organizations. It should include input from community, Wikimedia Foundation staff, other Wikimedia organizations, relevant experts, and other stakeholders. Board members discussed the importance of including readers and beneficiaries in proposed approaches.

Katherine reviewed the steps that will lead to a more in-depth strategy discussion with the Board at the November 2016 retreat. The strategy will need to be flexible and iterative, with a tentative goal of being completed in the next 12 to 18 months.

Lisa was present for this portion of the meeting.

Board Goals

The Board held an open brainstorming discussion about the Board's priorities. Lisa and Heather were present for this portion of the meeting.

After discussion, the Board identified three goals. First, the Board is responsible for maintaining the long-term plan for the organization. The long-term plan is designed in partnership with the executive staff, and also needs to be set in coordination with other Wikimedia stakeholders. The Chair of the Board and the Executive Director are responsible for leading this goal within the Board. Second, the Board has a strong interest in improving its internal governance. The Board discussed some potential areas for improvement, including ensuring Board continuity. The Chair of the Board Governance Committee is responsible for improvements to internal governance. Third, the role of the Board is to support and empower the Executive Director. The Chair is responsible for this goal, with the support of the Human Resources Committee.

Lisa was excused following the conclusion of this portion of the meeting.

Board transparency

Juliet joined for this portion of the meeting.

María and Dariusz have been working with the Communications team to determine lightweight approaches to improve transparency, including agile communication with the public about the Board's work. The Board discussed the importance of clear and informative communication. The Board also discussed lightweight approaches to improving communication, such as regular updates from the Board.

Juliet and Heather were excused following the conclusion of this portion of the meeting.

Staff support for the Board

Katherine provided an update on the Executive Director and Board Assistant staff position.

Appointing new members

Appointing Christophe

After a motion by Patricio, seconded by Dariusz, the Board unanimously approved a resolution appointing Christophe.

Appointing Nataliia

After a motion by Patricio, seconded by Frieda, the Board unanimously approved a resolution appointing Nataliia.

Patricio and Frieda remained as non-voting observers for the remainder of the meeting.

Board officers

Board members discussed officer roles and agreed upon the following:

Chair: Christophe Henner

Vice Chair: María Sefidari

Governance Committee

Chair: Nataliia Tymkiv

Members: Kelly Battles, Dariusz Jemielniak, Christophe Henner

Human Resources Committee

Chair: Alice Wiegand

Members: Nataliia Tymkiv, Jimmy Wales, Christophe Henner

Audit Committee

Chair: Kelly Battles

Members: María Sefidari, Nataliia Tymkiv

Affiliations Committee liaisons: Nataliia Tymkiv, María Sefidari

Funds Dissemination Committee liaisons: Dariusz Jemielniak, Guy Kawasaki

After a motion by Alice, seconded by Kelly, the Board unanimously approved these positions.

Executive Session

The Board held a confidential executive session, and no staff members or observers were present for this portion of the meeting. At the conclusion of the executive session, the meeting closed at around 17:00 CET.