[Foundation-l] Report board meeting in Florida 6-7 of october

[Florence Devouard]

Hello everyone,

Time to give you news of the activities of the Foundation.
The board and the staff of WMF were all in Florida in the past few days.
I was in the office on thursday and friday, largely to meet and talk
with Oleta, the bookkeeper, and to prepare the board meeting, which
occured during the week end.
Monday was a day dedicated board+staff. Tuesday and wenesday were staff
days.


First, for those who missed the story, the office will very soon move to
San Francisco. In the next few weeks, Sue will look for an office over
there, interview candidates for various positions and moving will start
soon after. At latest, the office in St Petersbourg will be closed end
of january. As you may guess, unfortunately, some staff members will not
follow us there (do not ask me to cite names, I am not sure everyone
100% made up their mind, nor that they wish the information to be
announced now). So, this meeting was also the last time we were meeting
with some staff members who will soon part from WMF. Over the past few
months, bonds were obviously created, so, there was of course a bit of
nostalgia.
On monday evening, the board plus staff interested went to visit the
colo (the servers will stay in Tampa, they will not move to SF). We took
many pictures, including the very neat area of servers bought since Rob
started working for us, the very messy area of the old servers (some old 
ones from back to 2003) and the pile of main databases servers
(yeah, Wikipedia entirely hold in 40 cm height).
The colo visit was followed by a little good-bye party.

-----------

Now, report regarding work in itself :-)

The agenda of the board was pretty dense, so I will try not to go in too
much details. Part of the reporting is copied from the board minutes 
made by Erik.

Present: Frieda, Kat, Erik, Jan-Bart, Anthere, Jimmy, Sue, Mike in some
discussions

Saturday started by an executive report from Sue, and a report from Mike
regarding our trademarks. There was some extensive discussion in 
particular centered on the organizational chart and its likely future 
evolution. Some positions will be opened very soon (either
new positions, or replacement of staff not moving to SF). I will not go
into details here, the announcement of job openings should come very
shortly, and you will be informed at that moment.

We moved on the approval of various policies.
One is actually already implemented since last december, at the last
fundraising. But whilst cleaning up records, I realised it was never
formally approved, so here it is.
http://wikimediafoundation.org/w/index.php?title=Donor_Privacy_Policy&oldid=22406

A second policy regarding travels was also passed. The first was about
the conditions of reimbursement. This one deals with the check and
balances (any person travelling on behalf of the Foundation, should get
an approval from another person from the Foundation. This policy fix
these terms.
http://wikimediafoundation.org/wiki/Travel_Approval_Policy

A third policy, called "Code of Conduct" was passed. It clarifies the
obligations of the staff and board members in terms of behavior toward
their peers. Hmmm, this policy generated a LOT of discussion, in
particular because it tends to be SO american ;-)
However, we considered that past events made it absolutely mandatory to
clarify what was acceptable from what was NOT acceptable.
http://wikimediafoundation.org/wiki/Code_of_Conduct_Policy

Mona, our financial expert, started working on various financial
policies, but we agreed that those should be approved later on by the
audit committee. I expect several of those to be on the agenda of next
board meeting.

Afternoon was dedicated to
First, a 2 hours discussion with Larry Biddle (look up
http://en.wikipedia.org/wiki/Larry Biddle) on fundraising strategy.
Larry is helping us on our fall fundraiser, and it has revealed very
useful so far.
Second, a presentation from Erik, regarding communication architecture.
We agreed that the Board should focus on high level principles. That 
development of a statement of principles on tool use & practices (e.g. 
open source vs. proprietary tools) would be desirable. And that revision 
of current practices was not a high operational priority.

We also took some time to officially create an ED committee (this is the
second board committee). The membership is Jan-Bart, Kat ? and Anthere.
  The roles of this committee are all related to the Executive Director.
It may be 1) to find and hire an ED, 2) to provide an annual assesment
of the ED work, 3) to negotiate working conditions, 4) to fire him etc...

---------

Present: Frieda, Kat, Erik, Jan-Bart, Anthere, Sue in some discussions

First part of sunday morning was dedicated to board membership.
The length of term of appointed board member was discussed, but not
changed. It consequently stays one year.
(Appointed and elected members can be re-appointed or re-elected with no
limitations).
We also decided that board stability was one of our prior concern.
Frieda joined recently and is still quite a bit in the learning mode,
and a member will be replaced. Each time board membership is changed, we
need to adjust to the new person, which is rather energy draining. None
of us would consequently consider a board expansion at this stage. 
Decision on election 2008 was also postponed to next Board meeting.

Jimbo and Jan-Bart were both reappointed for a one year term.

Michael was not reappointed. His term will end 1st of december.

We held officers elections. Hmmm, we actually dealt the cards, and
picked up the same than last year. So, I stay chair, Erik is still our
executive secretary and Jan-Bart our vice-chair.

At this point, some should wonder "hmmm, and what about the treasurer ?"

Yeah, what about the treasurer... well, the treasurer term ends up 1st
of november, at which date, we'll be out of treasurer.
Mona and I worked in the past few weeks on a "job description" document
to find a new treasurer. To be fair, given the state of the organization
now, much bigger than a year ago, and expected to grow even more, we
really need an expert on financial matters. We have reached a stage when
we just can not simply nominate one of us treasurer. We need someone to
truely provide financial high level oversight.
So, what we did was to draft this job description and qualification
requirements. What is intended is to polish it in the next few days,
then post it publicly, here, on the website, and also on other charity
venues.
However, this quest could not be handled uniquely by Mona and I. So, to
organize this quest, we created a Treasurer Search workgroup. Current 
membership is Kat, Erik and I. Erik is the chair of that group.
More to come on the treasurer search soon.

We also discussed (but not yet officially approved) the principle of 
imposing a delay of 6 months before a staff member can be a candidate 
for board election, as well as 6 months before a board member can fill 
up a staff position.

There was also a brief discussion about the advisory board, and 
essentially it boils down to "larger discussion at next board meeting".

We then had a two hours discussion with Ruth-Ellen, a consultant, prior
spoke-person at the CBC. Topic of the discussion: Media Training 101
(aka, how to deal with the very nasty or very intrusive questions of our
friends the journalists).
This presentation was made to all board members on sunday. Then to the
staff on monday. During monday, Ruth-Ellen also had individual sessions
with board members.

This was actually the first time we ever included in the agenda, a
session meant to "educate" us. I think it was really worth it.


The afternoon was two folds. The first part was about budget. The second
was related to chapters.

Hmmm, budget.
The budget was built by Mona, based on a feedback of all staff members,
plus I for the board. It was not easy...
First because there was no budget last year, second because we are
growing so fast that our needs also grow very very fast.

Budget discussion occured with consultant Mona Venkateswaran, resulting 
in approval of the FY 2007-2008 overall budget value.
This is the first properly planned budget in the history of the 
Wikimedia Foundation. It is understood to be tentative and contain a 
significant margin of error. Budget will be refined as data capture 
improves.
We also asked that more granular capture of accounting categories was 
needed, e.g. Wikimania.


We ended sunday with a large discussion. Sue Gardner began the 
discussion by presenting a possible strategy to clarify the relationship 
between WMF and Wikimedia Chapters. The strategy outlines 4 types of 
relationships, essentially ranging from business development with 
revenue sharing over traditional non-profit activities to informal 
affilitations.
Far ranging discussion resulted, hmmm, with obvious agreement resulting.
We agreed in the end that the discussion stage was still too early for a 
Board/Chapters Retreat to be likely to result in meaningful output. 
Therefore, December Chapter Retreat is cancelled. We also agreed on the 
need for a systematic process of gathering feedback from the chapters on 
their expectations & perceived purpose should precede a strategy draft 
from WMF about the relationship with chapters.


I hope this will feed your thoughts for a few days. Other emails will 
follow to inform you further in the next few weeks. A more in-depth 
discussion will also occur with the chapter members. Resolutions will be 
posted when finalized.

See also

*http://wikimediafoundation.org/wiki/Meetings
*http://wikimediafoundation.org/wiki/Resolutions
*http://wikimediafoundation.org/wiki/Policies
*http://wikimediafoundation.org/wiki/Messages

Best

Florence
Chair Wikimedia Foundation