Minutes:2009-11-15
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The Wikimedia Foundation Board of Trustees Meeting Minutes
November 13–15, 2009
San Francisco, CA
Prepared By: James Owen, Executive Assistant to the Executive Director
Call to Order
Board Chair Michael Snow called the regular Board of Trustees meeting to order on Friday, November 13 at 09:10PST. Those in attendance and constituting a quorum were:
Present
- Michael Snow- Chair of the Board of Trustees
- Jan-Bart de Vreede- Vice Chair of the Board of Trustees
- Kat Walsh- Executive Secretary of the Board of Trustees
- Stu West- Treasurer of the Board of Trustees
- Ting Chen- Trustee
- Arne Klempert- Trustee
- Matt Halprin- Trustee
- Samuel Klein- Trustee
Absent
- Jimmy Wales- Founder/Trustee
Others Present For All or Part of the Meeting
- Sue Gardner- Wikimedia Foundation; Executive Director
- James T. Owen- Wikimedia Foundation; Executive Assistant to the Executive and Deputy Director
- Rebecca Handler-Wikimedia Foundation; Head of Major Gifts
- Anya Shyrokova- Wikimedia Foundation; Stewardship Associate
- Megan Hernandez- Wikimedia Foundation; Development Associate
- Mike Godwin- Wikimedia Foundation; General Counsel and Legal Coordinator
- Eugene Eric Kim- Wikimedia Foundation; Strategic Planning Project Manager
- Barry Newstead- Bridgespan Group; Partner
- Laura Lanzerotti- Bridgespan Group; Case Team Leader
- Achal Prabhala- Wikimedia Foundation Advisory Board (via skype)
Welcome & Housekeeping Items
Michael Snow welcomed the Board and the attending Wikimedia Foundation staff. In accordance with the Foundation's Conflict of Interest Policy the Board finalize and sign Conflict of Interest Statements. No additional housekeeping items were addressed.
Review of November 3, 2009 Audit Committee
Stu West presented the board with the 2008-2009 Audited Financial Statements which were approved by the Audit Committee during its November 3 meeting. The audit addressed three areas of deficiencies in the Foundation's internal controls. Stu expressed the external auditors from KPMG felt the Foundation has made significant progress over the past year and that over all the Foundation has less deficiencies than organizations of a similar size.
Stu motioned to approve the Audited Financial Statements. The Board unanimously voted to approve the 2008-2009 Audited Financial Statements.
Resolved that:
The financial statements of the Wikimedia Foundation, as audited by KPMG LLC for the fiscal year ending June 30, 2009, are hereby approved.
Votes
- Motion to vote: Stu
- Passed: 8-0
- Approve: Michael, Stu, Jan-Bart, Kat, Ting Arne, Matt, Samuel
- Abstain: Jimmy
As addressed in the August 2009 meeting of the Board of Trustees Stu presented the Board with a resolution to amend the Audit Committee Charter. This amendment eliminates a clause that the majority of Audit Committee members must come from the Board of Trustees.
The Board unanimously voted to approve the amendment to the Audit Committee Charter.
Be it resolved, that the Audit Committee Charter be amended as follows:
''(1) The "MEMBERSHIP" section of the Audit Committee Charter, which now reads,
"Appointment to the Committee, including the designation of the Chair of the Committee and the designation of any Committee members as "Audit Committee financial experts", shall be made on an annual basis by the Chair of the Board of Trustees. The Audit Committee is comprised of at least one Trustee determined by the Board to meet independence and financial literacy requirements. Any Audit Committee members who are not Trustees must meet the same disclosure and certification requirements required of Trustees by the Foundation's Conflict of Interest Policy. The Chair of the Board of Trustees and the Executive Director of the Foundation also serve on the Audit Committee, both without vote."
shall be amended to read as follows:
"Appointment to the Committee, including the designation of the Chair of the Committee and the designation of any Committee members as "Audit Committee financial experts", shall be made on an annual basis by the Chair of the Board of Trustees. The Audit Committee is comprised of at least one Trustee determined by the Board to meet independence and financial literacy requirements. Any Audit Committee members who are not Trustees must meet the same disclosure and certification requirements required of Trustees by the Foundation's Conflict of Interest Policy. The Chair of the Board of Trustees and the Executive Director of the Foundation also serve on the Audit Committee, both without vote."
(2) The word "Bylaws" shall be capitalized throughout the Charter, and the word "Foundation" should be substituted for "organization," and other cosmetic or grammatical changes should be made as necessary to conform to these changes.
Approved: 8–0. In favor: Michael, Stu, Jan-Bart, Kat, Ting Arne, Matt, Samuel. Abstained: Jimmy
Sue presented the Board with the top nine risks that could affect the Foundation's strength and health. The board delegated Stu to post the list to the Board Wiki, upon which after a period of review Stu will publish the document on the Strategy Wiki.
Discussion of Board Operations, Roles, and Self-Assessments
The board held a private session discussing the operations and roles of the Board. The assistant to the Executive Director was excused from the session, and minutes were not kept.
Major Donor Case Study
The Board welcomed Rebecca Handler, Anya Shyrokova, and Megan Hernandez from the Foundation's fundraising team. Rebecca provided the Board with a brief presentation focusing on three case studies of the Foundation's major donors. This presentation was an introduction to the Foundation's major donor cultivation. The Board expressed interest in an optional fundraising cultivation training to be provided during a future Board of Trustees meeting.
Bylaws Update
The Board welcomed Mike Godwin to provide an introduction to a resolution to amend Section 3, Subsection (E) of the Foundation's Legal:Bylaws. During a brief discussion Michael Snow clarified this resolution will not dissolve the current Nomination Committee, it merely places the Board in a position to expedite the process for appointing and reappointing non-community Trustee seats.
After a brief discussion the Board unanimously voted to approve the amendment of the Foundation's Bylaws Section 3, Subsection (E).
Be it resolved, that the Wikimedia Foundation Board of Trustees amends Section 3, Subsection (E) of its Bylaws, which now reads,
"(E) Board-appointed Trustees. Beginning in January 2009, four Trustees will be appointed by the Board from a list of candidates selected by the Nominating Committee. The Nominating Committee shall be appointed by the full board and shall include as members (i) at least two Trustees selected during the prior July's community or chapter selection process, and (ii) the Executive Director. The Nominating Committee may consist of any number of members, including former Trustees and external experts. The Nominating Committee shall select candidates by October 15. Both the nomination and the appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A), above, and with applicable state or federal law. Board-appointed Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees. Trustees selected by the Board under this subsection shall serve one-year terms. The Board may reappoint a Board-appointed Trustee from year to year, for successive one-year terms."
shall be amended to read as follows:
"(E) Board-appointed Trustees. Beginning in January 2009, as many as four Trustees may be appointed by the Board to non-community-selected, non-chapter-selected positions, and the term of each such appointment shall not exceed one year. The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A), above, and with applicable state and federal law. Board-appointed Trustees must resign from any chapter-board, governance, chapter-paid, or Foundation-paid position for the duration of their terms as Trustees. The term of each Board-appointed Trustee who is appointed under this subsection (E) ends on December 31 of the year in which the Trustee begins to serve in his or her position. Any Trustee selected by the Board under this subsection shall serve all or part of a one-year term, depending on the date when the Trustee begins his or her term. The Board may reappoint a Trustee appointed under this subsection from year to year, for successive one-year terms."
Approved: 8-0. In favor: Michael, Stu, Jan-Bart, Kat, Ting Arne, Matt, Samuel. Abstained: Jimmy
Michael agreed to inform the Nomination Committee of this change before the resolution is posted to the Foundation's Wiki.
Strategic Plan Presentation and Discussion
The Board welcomed Barry Newstead, Larua Lanzerotti, and Eugene Kim to discuss the Foundation's Strategy Development Project. Barry and Laura presented the Board with materials and discussions preparing the Board of the decision-making process and substance decisions the Board will make during the February and April Board of Trustees meeting. Barry informed the Board that the purpose of the session is not to make decisions for the strategic project. He went on to explain the session will refine the Board's ability to make strategic decisions, and provide the project team guidance and input into the Board's decision-making process. Barry continued explaining the core work of the Board during the strategy project is to make directional decisions on the Foundation's role.
The Board preformed an exercise focusing on the goal of increasing Wikimedia's global reach. During the exercise the Board were asked to determine how they would invest a funds in 5 areas of work surrounding global reach. The exercise was a template for the process the strategy team will use to evaluate the priorities of the Board. Overall the Board found the tool a useful measure to build consensus and focus their decisions. Key suggestions to improve the process were presented and discussed with the strategy team. Those suggestions included: having more framework/context for the conversations, providing precise definitions of terms and ideas to create a clear understanding; provide sufficient information to base a decision; ensure data and information for decisions are presented to the Board 10 days in advance of meetings, create a questionnaire to allow the Board to evaluate and determine areas of consensus before the meetings; provide a list of recommendations (evaluated by the Executive Director in advance); tag interviews providing clear context needed to make decision; anticipate the questions the Board will ask and provide those answer in advance of the meeting.
Advisory Board Update
Jan-Bart updated the Board on the state of the Advisory Board. The Board expressed their pleasure in the commitment of the Advisory Board, and their respect for the time and effort many of the Advisory Board members have made over the past several months particularly with the work surrounding the strategic development and bookshelf projects. Jan-Bart then informed the Board of discussions he had during Wikimania with a number of Advisory Board members, he explained that several of the members expressed concerns the Advisory Board is underutilized and unstructured.
The Board held a brief discussion regarding the Advisory Board and its structure. Key points of discussion involved: the Advisory Board is a collection of people who are utilized as individuals but not as a group charged with any clear mandate; the Advisory Board should be used as a place to honor and nurture the contributions of individuals who provide value and resources to the Foundation its staff and the Wikimedia movement; most corporate and non-profit Advisory Boards do not have chairs the process of having a chair might make the function of the Advisory Board unclear.
After this discussion the Board engaged Achal Prabhala to discuss his understanding of the current Advisory Board, and his feelings regarding its structure. Achal suggested the Foundation could better utilize the Advisory Board by creating a database to harness their area's of expertise and create connections between board members and the Foundation's staff. Achal also suggested the Foundation should clearly demonstrate to the Wikimedia community the role the Advisory Board plays. He suggested the Foundation could facilitate this definition of roles by publicly acknowledging the existence and work of the Advisory Board as well as defining the appointment process. The Board thanked Achal for his time, and terminated the call.
The Board discussed Achal's concerns and suggestions. Jan-Bart was appointed to write a response to Achal and to consider potential changes to the structure of the current Advisory Board. Prior to finalizing a letter Jan-Bart will post the statement to the Board mailing list for the Board to review and approve. The Board will review any changes involving the Advisory Board with Angela Beesley before making a public announcement of potential change to the Board's structure.
Executive Session
During each Board meeting, as a good general practice, the Board stages an executive session. The Executive Director and her assistant are excused from executive session, and minutes are not kept. Among other topics, the ED Evaluation Committee led a discussion of the Executive Director's annual performance evaluation.
Update on Vacant Appointment Seat and Nomination Committees
Sue reviewed the process used to fill the vacant Board appointment seat, saying that we are currently at Stage Four.
- The recruiter surfaces a preliminary list of possible candidates based on the Board's criteria
- The Nominating Committee reviews and provides initial feedback
- Based on the feedback, the recruiter refines the list, dropping some candidates and adding others
- The recruiter begins interviewing candidates and further assessing their suitability and interest
- The recruiter provides the Nominating Committee with its final shortlist (target: beginning of January)
- The Nominating Committee reviews and provides final feedback (target: middle January)
- Board members meet with finalist candidates and makes a decision (target: adjacent to the February board meeting)
Since the search criteria for the vacancy (expertise in Asia, significant non-profit governance or managerial experience, fundraising expertise, female) had been originally developed by the Board 18 months earlier, Sue offered the Board a final opportunity to slightly adjust or fine-tune them. The Board asked Sue to ask the recruiter to give priority to candidates with specific expertise in India, and Michael agreed to give the same feedback to the Nominating Committee.
Housekeeping/Wrap-Up
The Board approved granting access to the Board Wiki to James Owen (Assistant to the Executive and Deputy Director). James is not expected to follow or contribute to the Wiki, access was granted purely as a recourse to reference for his work with the Board.
Samuel suggested a clean up of the Board Wiki to ensure only relevant and appropriate materials are posted in the space. Samuel will create a list of articles/content for deletion or removal to other wikis as appropriate. Once the list has been completed Samuel will allow the Board one month to edit the list before executing any deletions or removal of items.
The Board held a discussion on the structure of Board meetings and time commitment. The Board agreed to shorten the February meeting to two days, and to begin to work toward creating a structured environment to facilitate clear and concise decisions of governance and strategy. During the February meeting the board will focus one day on the strategy project, and an additional day on Board development.
The Board delegates the following tasks/projects to individual members of the Board to research, review, and report back to the Board via the Board Wiki, email list, or in future Board meetings.
- Stu- Endowment and financial sustainability research
- Samuel- Stagnation- The role community facing Board members might play in supporting community health once the strategy project has made its recommendations.
- Matt with the support of Samuel- Nomination Committee process/Appointment and selection process for appointed board seats
- Michael with the support of Matt- Oversight for process and session on Board development for the full Board and individual Trustees. To be executed during the February Board of Trustees Meeting.
- Sue- Strategy day for the February Board of Trustees meeting.
Also: In October 2008, a group of Brazilian Wikimedians was approved to form a chapter. Several months later, Brazil announced its intent to not apply for non-profit status inside Brazil, but rather to become a "mutirão" (less-formal association). Consistent with that, it wanted to not be considered a Wikimedia chapter, but rather to achieve a new less-official-than-chapter status inside Wikimedia. In April 2009, the Board asked the Chapters Committee to make that happen. The Chapters Committee has made no progress, so in November 2009, the Board requested Arne to work with Ting and Kat and the Chapters Committee, to develop a recommendation for the creation of a "semi-chapter" status.