Minutes:2020-09

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Minutes from 2020-09

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September 2020

Location: Online

Board of Trustees present: María Sefidari (Chair), Nataliia Tymkiv (Vice Chair, present for a portion of the meeting), Esra'a Al Shafei, Shani Evenstein, Tanya Capuano, James Heilman (present for a portion of the meeting), Dariusz Jemielniak (present for a portion of the meeting), Lisa Lewin, Raju Narisetti, Jimmy Wales

Non-Board members present: Katherine Maher (Executive Director), Amanda Keton (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Ryan Merkley (Chief of Staff), Robyn Arville (Chief Talent & Culture Officer), Grant Ingersoll (Chief Technology Officer), Toby Negrin (Chief Product Officer), Janeen Uzzell (Chief Operating Officer), Heather Walls (Chief Creative Officer)

Non-Board members present for a portion of the meeting: Anusha Alikhan (Sr. Director of Communications), Lisa Gruwell (Chief Advancement Officer), Zack McCune (Director (Brand)), Chuck Roslof (Lead Counsel), Matt Thompson (discussion facilitator)

Day One – September 24

Nataliia Tymkiv was not present for this day of the meeting.

Anusha Alikhan was present for this day of the meeting.

The meeting was called to order at 9:00 AM PDT. The Secretary confirmed the presence of a quorum. The Chair welcomed everyone and reviewed the agenda.

Chair's Year in Review

María presented an overview of the Board's accomplishments in the 2019-2020 fiscal year, compared against the priorities the Board set for the year at its August 2019 meeting. She celebrated the completion of the 2030 movement strategy recommendations, and prompted the Board to consider how it might evolve to become the governing body that the Foundation needs to support and realize the 2030 strategic goals. María explained that her priorities as Chair for this year are to complete the expansion of the Board to 16 seats by the end of Q3, restructure the Board committees, recruit for the next Chair (as well as two vice-chairs), and complete the Board's unfulfilled priorities from the previous year.

Movement Brand Project

Zack McCune and Matt Thompson joined at the beginning of this portion of the meeting.

Zack McCune and Heather Walls presented a proposal for how to move forward with the ongoing movement brand project:

1. Pause further development for six months, using that time to improve the process and relationships with stakeholders
2. Create an ad-hoc brand committee with trustee members and staff and community advisors
3. After the six-month pause, resume brand development, with affiliate leaders in a more active role

Trustees shared their reactions to the proposal, expressing support for the pause but also a desire to commit to a deadline for the project's completion.

After a motion by Raju, seconded by Shani, the Board approved a resolution to pause the brand project, ideally concluding its work by the end of 2021.

Zack McCune and Lisa Gruwell left at the conclusion of this portion of the meeting.

Board Governance

Lisa Lewin kicked off a Board discussion of the proposal from the BGC to progress to community discussion of the draft update to the Bylaws to expand the Board. Trustees shared their support of the proposal, though some had concerns that the implementation of the expansion might happen too quickly. Lisa clarified that the staging of adding additional members to the Board would be part of the upcoming discussion on Board selection pathways.

After a motion by Lisa, seconded by Dariusz, the Board approved a resolution to publish the proposed Bylaws changes for community discussion.

The Board next turned to the proposal from the BGC to progress to community consultation of the draft trustee candidate evaluation rubric. Lisa explained that the BGC had put a lot of thought into developing the rubric, but that the committee was looking forward to the additional perspective and ideas that community members could offer during the consultation. Trustees again shared their reactions to the proposal, and discussed the planned timing of the adoption of the rubric.

After a motion by Lisa, seconded by Jimmy, the Board approved a resolution to publish the draft Trustee evaluation rubric for community consultation.

Board Business

After a motion by Jimmy, seconded by Lisa, the Board approved the consent agenda for the meeting, consisting of the following resolutions:

• approval of the minutes from the March 27, 2020 meeting
• approval of the minutes from the April 21, 2020 meeting
• approval of the minutes from the May 11, 2020 meeting
• approval of the minutes from the May 22, 2020 meeting

Day Two – September 28

Dariusz Jemielniak was not present for this day of the meeting.

Lisa Gruwell was present for this day of the meeting.

Annual Plan

Katherine summarized the contents of the proposed annual plan for the Foundations 2020-2021 fiscal year, which follows up on the provisional budget the Board approved in May. The plan continues the execution on the Foundation's medium-term plan, developed in 2019. Katherine and Jaime explained that the planned "yellow" scenario (developed in response to uncertainty caused by the COVID-19 pandemic) involves a mostly flat budget with moderate investment in a few key areas, including fundraising capacity and responsiveness, with additional investment in reliability, readership, and revenue. In response to questions from trustees, Foundation staff elaborated that fundraising is going well so far and that the email portion of the English-language fundraiser has already begun, in part due to the uncertainty of the impact of the upcoming US election.

Katherine and Janeen consulted with the Board on how to spend funds that would normally be allocated toward supporting in-person events if those in-person events are not able to take place. Each trustee shared their thoughts. They expressed widespread support for prioritizing its allocation to support virtual events, as well as whatever in-person events can occur, with more flexibility for any remaining funds to be allocated as needed.

After a motion by María, seconded by Shani, the Board approved the 2020-2021 Annual Plan.

Operational Updates

Katherine presented an overview of the notable accomplishments, events, and trends of the previous year, including:

• Hitting a 10-year high in reading and editing metrics;
• The lift of the block of Wikipedia in Turkey ( there is still another case pending before the European Court of Human Rights);
• Completion of the movement strategy recommendations;
• Consideration of Wikimedia's work in light of the Sustainable Development Goals, at Wikimania Stockholm and beyond;
• The 2019-2020 fiscal year spending coming very close to the amount budgeted;
• Supporting staff and community through the onset of the COVID-19 pandemic, while maintaining community grant budgets, or incurring layoffs or furloughs;
• Exceeding fundraising goals; and,
• Building a more robust DDoS mitigation strategy.

Katherine reported on the quarterly and fiscal year outcomes of the Foundation's programmatic work, which were tracked and measured using OKRs for the first time. The status for most of this work is "yellow" (in progress), with some "red" (at risk). Katherine explained that these results come from an increased focus on accountability to goals within the organization Foundation; as well as a recalibration within the "Thriving Movement" and "Platform Evolution" goals, as executive leadership identified that some of the targets may have been either too ambitious or misaligned.

On the Foundation's medium-term plan priority programs, Katherine provided updates on disinformation (the Foundation is hiring a Director position to focus on it), the Open Knowledge API (it is progressing rapidly), Abstract Wikipedia (it has launched, with Denny Vrandečić hired to lead its development), Global Advocacy (work has slowed due to the pandemic, but the team is working on building a movement free knowledge platform), Universal Code of Conduct (the first draft has been published for community review), Wikidata (work is slow, with architecture scaling issues), and Brand (paused, per the Board's earlier decision).

Nataliia Tymkiv left at the conclusion of this section of the meeting.

The Big Picture: Completing the Frame

Katherine presented an update on the Wikimedia 2030 strategic framework, situating the movement strategy recommendations alongside pending and necessary efforts to develop equivalent strategic outlines for the other key aspects of the Wikimedia vision.

Specifically she explained that the completion of the movement strategy recommendations enabled the Foundation to complete or begin developing strategies for other aspects of work essential to the Foundation's mission. These included: Wikimedia's audiences and readership, technical platforms, and content and knowledge ecosystem. She described these three pieces as complementary to the community's movement strategy, and necessary to "complete" the frame of the four component pieces necessary to achieve the mission.

Katherine committed to developing a deadline for these pieces of work as part of the year's goal-setting process, and discussed the Foundation's creation of a US$4.5 million fund earlier in the year to support knowledge equity.

Committee Updates

Board Governance Committee (Chair: Lisa Lewin)

The committee's work was discussed by the Board on Day 1. The next step is to get community feedback on the Bylaws and rubric proposals, then to move to discussion of trustee selection pathways.

Audit Committee (Chair: Tanya Capuano)

The audit has happened. The committee has been working with Legal on the proper legal and financial structure for the Open Knowledge API project.

Human Resources Committee (Chair: Dariusz Jemielniak)

The committee's work will be discussed during the executive session.

Product Committee (Chair: Esra'a Al Shafei)

The committee has been meeting monthly with Product department leaders to learn more about their work. The committee has also been working with Trust & Safety to discuss how the Foundation's commitment to community health can be implemented in product developments. In upcoming meetings, the committee will discuss the status of the Wikidata project.

Special Projects Committee (Chair: James Heilman)

The committee's work on the donor policy was paused as a result of COVID-19, and will resume in October/November.

Affiliations Committee (Liaisons: Shani Evenstein Sigalov, James Heilman)

The committee just had elections and is onboarding new people. The dedicated staff support is doing well. There is uncertainty in the direction the committee should take as it awaits further guidance from the movement strategy process.

Funds Dissemination Committee (Liaisons: Dariusz Jemielniak, Esra'a Al Shafei)

The Board is awaiting a recommendation from staff, based on the movement strategy recommendations, about what the future of this committee should be.

Elections Committee (Liaison: Esra'a Al Shafei)

The committee's work has been on pause since the planned trustee selection process was postponed earlier this year.

Language Committee (Liaison: James Heilman)

The committee has been watching the Scots Wikipedia issue, which is being managed by the community more broadly—the committee is not responsible for ongoing patrol of the reliability of different language projects.

Day Three – September 30

Dariusz Jemielniak and James Heilman were not present for this day of the meeting.

Matt Thompson was present for this day of the meeting.

Annual Board Priorities

Lisa Lewin and Chuck Roslof joined partway through this portion of the meeting.

In advance of this day of the meeting, the trustees completed an online form to identify their top priorities for the Board for the fiscal year. They were asked:

• When looking internally at the Board (e.g., structures, collaboration, skills, governance) what are your priorities?
• When looking to the Board's impact on the world (e.g., movement, policy, strategic direction, key projects) what are your priorities?

Matt Thompson led the Board through a priority-setting exercise: grouping and modifying the responses from the form.

After a motion by Jimmy, seconded by Shani, the Board approved its priorities for the 2020-2021 fiscal year.

Executive Session

Foundation staff members were excused at this point in the meeting, and the Board held a confidential executive session. Katherine joined for a portion of the executive session. At the conclusion of the executive session, the meeting closed.