[Foundation-l] Board meeting in Florida (29-30th of november)

[florencedevouard]

Dear community,

The board of Wikimedia Foundation had a meeting last week in St
Petersburg, Florida, in WMF office.

This report is to give you information
* on the agenda of the 2 days board meeting
* provide partial or complete information on the outcome of each item on
the agenda
* inform you of what is planned next
* give you a more personnal view on my few days in St Petersburg

The big items (not necessarily in that order) on the agenda were
* board expansion
* advisory board
* bylaws
* audit
* budget
* executive director search
* projects
* legal update
* reorganisation (committees...)
To which I will add fundraising, as it was discussed quite a lot as well

---------

Board expansion
We had to 1) replace Tim Shell, 2) plan next elections, 3) make
decisions over how to expand the board
It was a set of issues I expected would be problematic, but we actually
rather easily and quickly settled down on an agreement.
A very detailed resolution will make that plain official, but the basic
ideas are these ones:

We will work toward a progressive expansion of board, up to a number of
probably 11, to be expected in july 2008.
2 new members will be added (by appointment) before the end of the year
on the board, until next elections in july 2007.
Tim Shell will be replaced before the end of the year, by appointement,
for a term of one year.
All appointements will be for one year from now on, which means Jimbo
and Michael Davis terms will expire in a year. Appointements may be 
renewable.
Elections will take place every year for 3 positions (3 positions in
july 2007, 3 positions in july 2008). Elected seats is for 2 years term
and may be renewed. Elections will stay direct elections, but procedures
and rules (such as requirements for candidacy or voting system) may
evolve. The board is apparently opened to the concept of appointing in
the future, a member which would be warmly recommanded by chapters.
Last, the board pledged the majority of the board would be from the
community (through appointements or elections)

To be very specific
The board was also concerned by the risk of instability at next
elections, due to the important influx of new members (possibly very
knowledgable about the Foundation, or possibly not) and important
departure of current members (Erik, the two new temp members and
myself). The board consequently suggested that I, be appointed to the
board from july 07 till june 08, which I accepted (OMG).
The board came up with names for the three newly appointed members, but
we first need to check whether they agree :-) You'll be informed once
agreement is given. Stay tuned !

---------
Bylaws
It is my *immense* privilege to announce that ALL board members agreed
on new bylaws.
Working on bylaws is a tedious job, and a really serious job when one
considers the impact it may have on the Foundation for the years to
come. I wished changes in the bylaws before I ever thought of being on
the board... It only took 2 years and a half to secure board members in
a room together and get that done ! An amazing achievement.

What is next ?
There is a legal requirement, for a delay between modifications and
formal approval. We will all take the time to read the new bylaws again
quickly, before putting our "stamp of approval". Note as well that we
temporarily agreed on a default mission statement. The work and poll on
meta in the vision/mission statement is still ongoing, and the outcome
will be updated in the bylaws later on.
The lead in the bylaws topic will be Erik, who also volunteered to 
explain some of the finer choices we made in the new bylaws. He will 
give more feedback soon on this very list. Follow the flag.

---------

Audit
Next big achievement, an invisible but major effort from Michael Davis
(our treasurer), Brad Patrick (our exec dir), Jimbo, Danny, and of
course the auditors.
The audit of the first three years of existence of the Foundation is 
over. Consider thanking these people.

Why is that important ?
Because the board as the duty to ensure the law is respected. Because
the board has the duty to ensure the activities of the Foundation follow
the mission stated in the bylaws. Because we need to be transparent
toward community and toward donors about what we are doing with the
revenue. Because with an audit and with good results (which we do have),
we will have the opportunity to go and seek grants and sponsorships,
with facts rather than expectations of "good faith" from donators.
We do the right thing with the money and an independant party is our 
garantee of this.

I'll add the auditors gave us much input and recommandations, suitable
for our rapidly growing organisation. They recommanded rules and 
procedures to create to ensure we keep on track.
What is next ?
A report is being prepared, with the audited financial statements. Due
soon (as in *very* soon). Follow Brad on this.

---------

Budget
Well, slightly less successful here. The item was left at the end of the
meeting, which was best since the two days decisions could (and did)
created new revenues and new expenses suggestions.
We however sort of run out of time (and of energy), so I can not say we
have a full budget. We do not.
However, the major areas (hardware etc...) are analysed. We also
considered a budget was easier to agree with, online, than, say, bylaws
revisions.

---------

Advisory board
Several months ago, the board agreed to create an advisory board, but it
had yet to be populated and members engaged.
This item on the agenda is also a satisfactory outcome. We came up with
a list of about 20 people, who need to be contacted (and to agree). We
also came up with ideas to engage them. Some are actually informally
helping on various matters already.
What's next ?
We first need to contact them all.

---------

ED Search
ED stands for Executive Director. I'll be quick on this one. We
currently have an interim director, we are seeking for a more permanent
one;  We are currently working on the job description and exploring the
option of using a search firm. We met one in Florida.

---------

Legal stuff
Three differents issues were discussed.

Jimbo had some information to provide on the gfdl licence and where it
was going. It is yet too early to have a good announcement about this,
but I just wished to let you know this is ongoing and Jimbo is taking 
care of that.

We approved a default agreement between chapters and Foundation,
regarding non commercial uses of brands by chapters. This agreement was
crafted in the past weeks in particular by Delphine (our chapter
coordinator), Alison (UK chapter chair), and Brad (legal counsel). This
agreement is to be used as template for future individual agreements
between Foundation and all chapters, to be done in the next weeks. A
resolution on this issue will be published on the foundation in the next
few days. The current agreement does not include agreement for 
commercial  uses (chapters still need to contact Foundation for this for 
now)

Last, we had a thorough review of our trademarks and took decisions over
those. You should not expect information about that now, as any
publishing of information may be detrimental to our strategy.

---------

Projects
Several points, very specific with some projects or some languages, were
discussed during the meeting. I'll update each person or group of
persons who have made requests, in the next few days.
The tech summit already suggested during the board retreat was further
discussed, though nothing formal has been decided.

---------

Reorganisation
Last, we had a fruitful discussion over the reorganisation, in
particular of the committees. We'll deepen this discussion in the coming
weeks. Board members more involved in this discussion are Erik, Tim and
myself.

---------

Fundraising
Last, the Foundation is preparing the next fundraising, which is planned
to start on friday (though we may have a few days delay possibly). 
Preparing the fundraising is currently using a lot of our time, so 
please bear with us with the publishing of all feedback on things 
mentionned above. More to come on fundraising topic very soon.

---------

Generally, I was very happy with that week in Florida. Though pretty
tiring, it was incredibly fruitful. So much fruitful than irc
discussions, or even phone discussions, that we'll plan more face to
face meetings in the future. Since three board members are likely to
join us very soon, we'll try to organise the next face to face board
meeting in january or february.

Regarding the outcomes of the board retreat in Frankfurt last october,
we are pretty much in track. The only issue on which we are "late" is
the tech summit, but we need to organise that carefully. Haste would do
us no good.

It was also the first time all board members were visiting the office,
and I'd say it was extremely positive to do so.
I met with Barbara and Carolyn. Barbara is a black woman of maybe 25-30.
Until now, she was only introduced to me as "the one answering the
phone". She does much more than that, dealing a lot with documents,
acting in tandem with Danny, fixing coffee and generally spreading
happiness all around. Carolyn is a woman in her 40ies, very smily and
quiet. She is our bookkeeper, and I hope she stays with us for a long time.

My first sight of the office was an open door with a big (Wikipedia)
poster on it. All other offices in that building have closed doors.
After one walks past the poster, one gets in a corridor with the signed
Wikimania banner. And it is open...
Who else than us could have office doors open this way ?

I hope you have found this report useful. More details (resolutions, 
charters, agreements etc...) will be posted on Foundation wiki shortly. 
Please ask questions as needed.


Florence Devouard
Chair of Wikimedia Foundation