[Foundation-l] Future board meeting (5-7 april 08)

Florence Devouard Anthere9 at yahoo.com
Thu Apr 10 11:44:35 UTC 2008

Florence Devouard wrote:
> Dear community,
> Next week (5-7 of april 2008), the board of Wikimedia Foundation will 
> hold its first board meeting in San Francisco.
> This meeting will be first an opportunity for board members to meet with 
> all the new staff members (Véronique, Erica, Cheryl, Mary-Lou, Kul, 
> Jay), and to discover our new office.
> We have planned formal meetings with the entire board, time for smaller 
> group discussions, informal lunches in the office, and dinners at 
> restaurant, to provide many opportunities for good conversation and 
> bonding between board and staff. The excellent news regarding the two 
> recent big donations should cheer us all :-)
> The board meeting itself will take place during three days.
> We plan to dedicate saturday to board development and governance. This 
> will include relationships and contractual agreement between board and 
> executive director, possible future council, next elections, 
> professionalization of board, etc...
> The day will be facilitated by Pat Hughes.
> Sunday will be dedicated to our treasurer search. We have planned to 
> meet at least three of our best candidates in the morning. The rest of 
> the day will be for us discussing and deciding further action.
> Monday is likely to be more eclectic.
> We will start by reviewing our personal conflict of interest 
> questionnaires, approve the previous board meeting minutes. There are 
> documents to review and possibly approve (eg, board member pledges, D&O 
> proof of purchase, 990 form etc...).
> Morning will feature a report from the Executive Director to the board, 
> which will include a general update, future goals, and revenue plan.
> The rest of the day will include several other topics, such as a data 
> retention policy, approval of an (old) resolution related to "board 
> membership and employement", Wikimania security assessment, and review 
> of the recent media mishaps.
> All board members will leave SF on tuesday, which means most of us are 
> likely to be poorly available from friday 4th till wenesday 9th. I will 
> be travelling from the 2nd till the 9th, so please forgive delays in 
> answering requests :-)
> If you have any questions on the program (or what is not on the program) 
> please do not hesitate to ask here :-)
> Best
> Florence

Hello everyone,

Except for Domas who will stay a few more days in San Francisco, every 
board member should now be safely back home !

We had three very busy days in San Francisco. It was the opportunity for 
the new staff and several board members to meet for the first time. The 
office is very nicely set up, a huge open space where all staff members 
work together. Some white boards are stuck everywhere on the walls. 
There is a corner where we can sit for breaks, with books to look at. 
The Stillman wall is actually smaller than I thought, but it looks very 
nice. I would not qualify our office as luxurious, it is located in a 
rather crappy street, some walls are still in cement, the floor is... 
quite used, and there are holes above doors... but every one seems to be 
happy to work there and there is a very cool and friendly atmosphere :-)
Plus, there is a great brand new coffee machine (important feature given 
that there is no starbuck in the street).

It was also a real pleasure to meet with the new staff, who is clearly 
professional and effective. I missed Brion, who was sick, but I enjoyed 
discussing with Kul, Jay, Veronique etc... Not sure exactly how to say 
it, but we should all be thankful for Sue to have gathered such a team imho.
On monday evening, a few SF wikipedians showed up, and it was a real 
pleasure to see Phoebe again, or to meet Philippe for the first time :-)

So... meeting report...

I will probably disappoint you a little, but the report will be rather 
short; There are two reasons for this. First, some reports/resolutions 
are still in the final drafting stage and it will take a few more days 
to circulate them for validation between board members; second, some 
announcements will be handled by specific board members rather than by 
me. Let me give you a general overview though.

The first day was, as planned, dedicated to a discussion resolving 
around reorganization/elections/wikicouncil etc...
We had to spend more time than expected on this, but I am happy to say 
we reached some agreements. Since the outcome is impacting the elections 
themselves, and Jan-Bart is the board member following election issues, 
he will be the one to publish the outcome of our brainstorming, probably 
in the next 10 days or so.
Individual board members will probably follow up with some personal 
thoughts and additional clarifications regarding our decision.
Stay tuned :-)

The second day was, as planned, dedicated to our treasurer search and 
related issues (audit etc../). There are good news on that front and 
I'll follow up on this matter within a week.
(Stay tuned...)

The third day was a mix of ED report (general update, goals, and 
overview of revenue plan) and other businesses
* approval of last two board meetings minutes
* discussion over recent press crisis,
* signature of Pledge_of_personal_commitment
* signature of non disparagement agreement
* vote on a resolution on "data retention policy"
* vote on a "privacy policy" small update
* discussion over a Wikimania security assessment from Mike
* D&O Review
* future 990 review
* Netherlands chapter meeting (who, budget) (related to day 1 issues)
* and a resolution regarding "Board Membership and Employment"

I choose to list the topics so that future candidates to the board may 
have a "glimpse" of the job ;-)

---> Approval of previous board meeting minutes
* http://wikimediafoundation.org/wiki/Minutes/December_11%2C_2007
* http://wikimediafoundation.org/wiki/Minutes/March_1%2C_2008

---> Pledge etc...
Nothing really special. We simply signed 
http://wikimediafoundation.org/wiki/Pledge_of_personal_commitment with 
ink instead of a wiki signature... :-)

---> Non disparagement agreement/confidentiality agreement
Mike proposed a document on which there was no consensus. The issue is 
consequently delayed to a later meeting. Some board members also refused 
to sign such a document.
It was agreed that a more detailed pledge of commitment, listing duties 
of board member toward WMF as well as WMF toward board members, could be 
  a better solution than simply a non disparagement agreement.

--->Privacy policy update, data retention etc...
These will be posted within a few days.
As a reminder, all resolutions may be found here: 

--->Security assessment
Will be posted by Mike.

--->D&O, 990
Not much to point out on this. The D&O was not available so review will 
be listed again on next board meeting agenda. The board reviewed the 990 
prior to its submission.
As a reminder, public information related to WMF finances may be found 
here: http://wikimediafoundation.org/wiki/Finances

--->Board Membership and Employment
The board decided there would be no restrictions regarding to a board 
member becoming a staff member, nor for a staff member to become a board 

It was a pretty productive meeting overall.

The next real life board meeting will probably occur immediately before 
Wikimania, in Egypt.

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