[Foundation-l] Board Minutes, August 24-25

[Kat Walsh]

Minutes from the August 2009 (Wikimania) board meeting -- approved October 2009.

(We are still experimenting with the style, and the next set of
minutes will likely be a bit less of a direct transcription and more
of a summary; please feel free to comment on what would be useful.)

Link to wiki version:
http://wikimediafoundation.org/wiki/Minutes/August_24-25,_2009

----

The Wikimedia Foundation Board of Trustees Meeting Minutes August
24-25, 2009 Buenos Aires, Argentina

Prepared By: James Owen, PA to the ED

Board Chair Michael Snow called the regular Board of Trustees meeting
to order on August 24 at 15:10. 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 (present via Skype)
   * Jimmy Wales- Founder/Trustee
   * Ting Chen- Trustee
   * Arne Klempert- Trustee
   * Matt Halprin- Trustee
   * Samuel Klein- Trustee
   * Absent: None

Others Present For All or Part of the Meeting

   * Sue Gardner- Wikimedia Foundation; Executive Director
   * Domas Mituzas- Former Trustee (term ended August 24, 2009)
   * James Owen- Wikimedia Foundation; Personal Assistant to the
Executive and Deputy Director
   * Eugene Kim- Wikimedia Foundation; Strategic Planning Project Manager
   * Philippe Beaudette- Wikimedia Foundation; Strategic Planning Facilitator
   * Barry Newstead- Bridgespan; Partner
   * Serita Cox- Bridgespan; Manager
   * Laura Lanzerotti- Bridgespan; Case Team Leader

Contents
[hide]

   * 1 Introduction/ Agenda Overview
   * 2 Approval of April and June Board Meeting Minutes
   * 3 Outstanding Issues
   * 4 Approval and Welcoming of New Members to the Board
   * 5 Background Check Process for Wikimedia Foundation Trustees
   * 6 Audit Committee Update
   * 7 Vacant Board Expertise Seat Update
   * 8 Chief Development Officer
   * 9 Executive Session
   * 10 Scheduling of the 2009-2010 Board Meeting Dates
   * 11 Strategy Development Introduction
   * 12 Strategic Planning Process Overview and Update (Handout)
   * 13 Strategy Development Plan(Handout)
   * 14 Strategy Plan: Highlights form Emerging Fact Base (Handout)

Introduction/ Agenda Overview

Michael Snow welcomed the Board and the attending Wikimedia Foundation
staff. Jan-Bart de Vreede suggested the Board revise the agenda and
approve the April and June Meeting Minutes before finalizing the
appointment of new Board members. Michael Snow agreed with this change
and motioned for the Board to proceed to the approval of the April and
June Meeting Minutes.
Approval of April and June Board Meeting Minutes

Michael Snow asked Domas Mituzas if the April 2009 Board of Trustee
Meeting Minutes were ready to be approved. Domas confirmed that the
minutes were ready for review and approval. The Board reviewed the
minutes, followed by a motion from Michael Snow to approve the April
meeting minutes. The Board unanimously voted to approve the April 2009
Board of Trustee Meeting Minutes.

Approved 8-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne, Domas, Jimmy

Michael Snow then asked Domas if the June 2009 IRC Board Meeting
Minutes were ready to be approved. Domas confirmed that the June
Minutes were ready for approval. The Board unanimously voted to
approve the June 2009 IRC Meeting Minutes.

Approved 8-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne, Domas, Jimmy
Outstanding Issues

Michael Snow asked the Board to present any outstanding issues to be
addressed before moving to approve the new members of the Board.
Samuel Klein addressed the Board to enquire if there were any
resolutions which had not be posted to the Wikimedia Foundation's
Wiki, such as annual reappointment resolutions. Michael replied that
he was not aware of any outstanding resolutions requiring posting.
Domas followed with a brief descriptions of the current process for
the publication of Board decisions and resolutions.
Approval and Welcoming of New Members to the Board

Michael Snow introduced Samuel Klein and Matt Halprin to the Board of
Trustees,and opened the floor to the Board to ask questions of Samuel
and Matt before proceeding to a vote.

Jan-Bart began a brief discussion focusing on the August Community
Election to determine three Board seats. During this discussion,
Jan-Bart expressed his feeling that the election process did not
function as smoothly as he would he preferred, but the efforts of
Philippe Beaudette and Tim Starling enabled the Committee to stay on
track. Sue noted that the election process hasn't changed much over
the years, saying that the staff would be willing to play a more
prominent role in facilitating the process, if desired. Samuel added
that as a candidate running for election he would have liked to
provide assistance to the Committee, however the Committee did not
make it easy for non-Committee members to participate in the process;
there was a sense of ownership of the schedule by that closed group.

Kat expressed concern that several community members had complained
about difficulty and barriers to voting. The Board discussed the
voting requirements, the process of ranking candidates, and the use of
third parties to tally the voting results. Sue added that she hopes
the Election Committee will conduct a postmortem so future Committees
can learn from this year's process.

Sue asked Samuel, Matt, and Arne to give the Board a brief statement
explaining what they would like to accomplish as a Wikimedia
Foundation Trustee.

Samuel began by describing his desire to participate in the
Foundation's direction and the communities interpretation of the
mission. He went on to explain that a strong Foundation presence can
provide positive advancement for the long-term mission of the
Foundation. However he added a strong Foundation can also discourage
community participation. As a Trustee, Samuel hopes to help the
Foundation find a way to create a better balance and communication
between for the Foundation and Community to facilitation a strong
Wikimedia. Samuel also briefly addressed his interest in multiple
language versions of Wikimedia projects and his desire to strengthen
the ability for people around the world to read and participate in
their native languages.

Next Matt addressed the Board, highlighting his background and the
skills he will bring to the Foundation. Matt began by providing the
Board with a brief review of his professional background and his
interest in supporting technologies that promote transparency,
accountability, and trust across media, markets, and government. Matt
gave the Board a description of the Omidyar Network's commitment
toward delivering media markets and transparency with technology
platforms in the emerging markets of India and Africa. He went on to
explain how the mission of the Wikimedia Foundation relates to his
work, and how he hopes to utilize his knowledge and expertise of
developing countries to help the Foundation remain focused on the big
picture and toward the achievement of the organization's mission.

Arne also addressed the Board briefly describing how he will support
the Wikimedia Foundation to become a sustaining organization that
provides free service for the world. He went on to explain his
involvement with the Wikimedia Deutschland Chapter and expressed his
commitment to the expansion of non-English language communities. He
said that he does not consider himself to represent the views and
desires of the Wikimedia chapters, but rather considers himself to
represent the interests of the Wikimedia Foundation, and the Wikimedia
movement overall.

Matt and Samuel were excused as the Board voted on their appointments.

The Board unanimously voted to appoint Samuel Klein to the Board of
Trustees for a two year term ending July 2011.

   Approved 7-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne,
Jimmy. Abstained: Domas

Board Appointment Resolution:

   Whereas, the Wikimedia Foundation Board of Trustees voted in April
2008 to increase the number of its members to ten, of which four
positions are appointed directly by the Board, and two of these
positions are currently vacant; It is hereby resolved that: The Board
appoints Matt Halprin to serve as a member of the Board of Trustees of
the Wikimedia Foundation, beginning 24 August 2009. The initial term
of this position shall be until 31 December 2009, to be renewed for
additional one-year terms by vote of the Board prior to that date.
Approved 7-0. In favor: Jan-Bart, Jimmy, Ting, Kat, Michael, Stu,
Arne. Abstained: Domas.

After the vote, Samuel and Matt returned to the meeting.

With the Board appointments finalized Michael motioned to fill the
2009-2010 Board Officer positions for Chair, Vice-Chair, Treasurer,
and Executive Secretary. The Board put forward nominations and
approved the following positions.

   * 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

Background Check Process for Wikimedia Foundation Trustees

Sue Gardner addressed the Board providing a brief description of the
background check process used by the Wikimedia Foundation to screen
potential staff members and key volunteers, and recommended that the
Board also agree to participate in the screening process. She then
asked the Board if they had any concern providing the information for
the background screening. The Board did not express concern. As with
staff and volunteers, the Wikimedia Foundation's Office Manager Daniel
Phelps will process the screenings. In the case of staff and
volunteers, Daniel brings problematic results to Sue's attention. In
the case of the Board, Daniel will bring problematic results to the
Chair.

The Board held a discussion about the on-Boarding process for new Board members.


Audit Committee Update

Stu provided an update on the Audit Committee, including its August
14, 2009 meeting and recent expansion (details at
http://lists.wikimedia.org/pipermail/foundation-l/2009-July/053280.html).
Stu explained that to meet the financial expertise requirements for
the Audit Committee, it was necessary to look outside the existing
Board of Trustees and as a result asked the Board to consider amending
the Audit Committee Charter, which as originally drafted required that
the majority of Audit Committee members come from the Board of
Trustees. He agreed to work with Mike Godwin to get a draft revision
to the Board for review, and to also make an agreement around
confidentiality / conflicts of interest a part of the Audit Committee
membership process.
Vacant Board Expertise Seat Update

Sue provided the Board with an update on the status of the search to
fill the one remaining vacant expertise seat on the Board of Trustees.
She explained that, as per the request of the Board at its previous
meeting in April in Berlin, she has hired recruiter Eunice Azzani to
assist with the process, and has provided Eunice with the Board's four
criteria for the remaining vacant seat: that the new Trustee 1) have
expertise in Asia, 2) have significant non-profit governance or
managerial experience, 3) have some fundraising expertise and 4) be
female. Eunice will interview key people in the organization,
including staff, Board members, Advisory Board members, Nominating
Committee members and key donors. From these interviews, Eunice will
develop an understanding of the Wikimedia community and how the
community interacts with the Board, as well as develop an
understanding of the community's values and the skills and abilities
most useful for a Trustee. Additionally, Sue instructed Eunice to try
to find candidates who are comfortable with technology, willing to
devote significant time to the Foundation, and who have a constructive
and collaborative personal style and an orientation towards
transparency.

Sue expressed her hope the search will be concluded by winter, and
that if the search is successful the new Trustee could be ready for
Board approval by the beginning of 2010.

The Board then discussed the Nominating Committee and factors
contributing to its inability to find successful candidates. Various
possibilities were discussed for handling the process in future, such
as increasing the size of the Committee, providing access to search
firms to work with the Committee in the future, using search firms
alone, and appointing new members to the Committee. It was noted that
background checking is a specialized art; something that a search firm
could handle for the Committee.

We discussed that we needed to reappoint the Nominating Committee and
appoint new members soon, and that we want to preserve institutional
memory among the Committee.
Chief Development Officer

Sue presented the Board with an update on the search process being
used to find a Chief Development Officer. She informed the Board the
Foundation had recently engaged Mark Oppenheim of m/Oppenheim &
Associates to assist in the selection process. M/Oppenheim &
Associates is an executive recruiting firm which specializes in the
nonprofit and government sectors. She expressed that the Foundation is
using Oppenheim because they are a good firm, well-connected,
recommended by a variety of non-profit organizations and foundations,
and with prior experience with the Wikimedia Foundation. Sue explained
that Oppenheim's background with the Wikimedia Foundation will enable
them to successfully explain Wikimedia's story to prospective CDOs,
and to position the Wikimedia Foundation as a young, growing
organization with great fundraising potential.

Mark's team will conduct interviews with staff, Trustees, Advisory
Board members and donors, to assist the Wikimedia Foundation in the
creation of a focused job description for the position. The team was
asked to focus on candidates with experience in fundraising for
organizations that focus on many small online donations. Once
Oppenheim creates a profile of possible candidates they will find and
screen possible candidates before making final recommendations to Sue.
Sue expressed her confidence in Mark and his team.


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.


Scheduling of the 2009-2010 Board Meeting Dates

The Board finalized a calendar for the 2009-2010 Board of Trustee
Meetings as the following:

   * November 13-16 (San Francisco, California, United States)
   * February 5-7 (New York, New York, United States)
   * April 23-25 (Berlin, Germany—at all-chapters meeting)
   * July 7-8 (Gdańsk, Poland—at Wikimania)

Note - Dates and locations are subject to change.

Sue agreed to convey to the German chapter the Board's April dates,
and ask the German chapter to consult with the Wikimedia chapters
regarding the dates and location of the all-chapters meeting. If the
chapters are willing to meet on that date and in that location, we
will finalize them for the Board meeting; if not, we may adjust to
enable meeting with the chapters as we've done in the spring for the
past two years.


Strategy Development Introduction

The Board welcomed Eugene Eric Kim, Philippe Beaudette, Barry
Newstead, Serita Cox, and Laura Lanzerotti to the meeting.

Sue provided introductions to the Board and gave a short recap of the
Wikimedia Strategy Development Project. Sue described the strategy
project as custom-crafted to fit the unusual needs of the Wikimedia
movement.

Sue then introduced Eugene Kim the Foundation's Strategy Project
Manager. Eugene provided the Board with an overview of the meeting's
agenda.


Strategic Planning Process Overview and Update (Handout)

Eugene explained strategic planning should answer three core
questions, “Where are we now?”, “Where should we go?”, and “How do we
get there?”. He said that in order for the resulting answers to be
actionable and meaningful, all of the different Wikimedia participants
and stakeholders must be aligned around these core questions. He added
the Wikimedia Foundation is unlike other organizations in that it has
a community of involved people who are dedicated to the mission and
survival of the organization. This dedication and community will
become the key force behind the strategy project.

Next Eugene introduced the Board to the Strategy Wiki
(http://strategy.wikimedia.org/wiki/Main_Page). He explained that the
wiki will be a core tool throughout the strategy project; it will
allow the Foundation to keep the process open and accountable. In
describing the work being done on the strategy wiki, Eugene covered
the process used to collect strategy proposals. He explained that the
proposals are a way to engage the community in the brainstorming
process, and to encourage people to put forward ideas for how the
Foundation should invest itself over the next five years. He stated
the strategy wiki had collected over 300 proposals, and the community
was beginning to assess and edit many of the proposals.

For engaging with others outside of the wiki, Eugene explained that
the strategy team hopes to achieve this by asking chapters and
individuals to create meetings and discussion about strategy and then
report on the wiki about their conversations. Another way the strategy
team is creating engagement in the project is through holding weekly
IRC office hours where they discuss strategy and reach out to motivate
the community's involvement.

Next Eugene reviewed his plan to keep the process and project moving
within a stable timeline. He stated the importance for the strategy
team to drive the process and make sure the project meets the
completion deadlines. Eugene and the Board then discussed the
importance of keeping the community engaged, the process of working on
proposals, and how to encourage participation.
Strategy Development Plan(Handout)

Eugene presented the Board with a presentation focusing on the
strategy development. He provided the Board with an overview of the
strategic direction and business planning process, and roles of the
Board in strategic planning.

Eugene began his presentation providing the Board with a frame for
creating the strategic direction business plan. He explained that the
core of the strategic planning process is animated by three questions:
1.Reach- What are the highest potential opportunities for impact in
pursuit of reaching “every single human being?” 2.Quality- What are
the highest potential opportunities for impact towards “the sum of all
knowledge?” 3.Participation- What opportunities enable the continued
health, cultivation and growth of a vibrant community needed to
achieve the vision?

Next Eugene described the key activities and deliverables for the process.


Level-Setting Phase (July 2009-October 2009)

Eugene explained the work during this phase would design a framework
for engaging with the community; launching an open community process;
building fact base on reach, content, participate; developing guiding
paper for strategic planning process; and chartering and selecting
members of task-forces for the deep dives.

Jan-Bart expressed a concern that a large number of the proposals are
not particularly strategic in nature, and in some cases not even
relevant to the mission of the Wikimedia Foundation. Jan-Bart went to
on explain that the mission of the Foundation is a high level mission
but that he found most of the participants are not engaged with the
mission only with their individual role as editors or participants in
a particular project or language-version. Barry suggested that the
best way to help motivate the community is to engage people to think
differently about strategy, and have the Board focus more energy on
identifying and framing core work around large issues affecting the
ability of the movement to advance the mission. Jan-Bart added that it
would be beneficial for each proposal to include a brief statement
answering how the average Wikimedia project user would benefit from
the proposal. This Jan-Bart suggested, might refocus participants to
think from a user's viewpoint. Sue suggested that as the task-forces
are created, it could be beneficial to explicitly ask that at least
one person on each tack-force be dedicated to advocating on behalf of
the user and the users' experience.

Arne asked who the primary stakeholders are that will be involved in
the process. Eugene referenced to the stakeholders page on the
strategy wiki, defining stakeholders as volunteers, former
participants, Advisory Board, Board, specialists in subject matter
areas, staff members, chapters, readers, developers, donors and other
partners.

Arne then asked how language diversity would be incorporated into the
process. Eugene replied stating the task-forces will conduct most of
their work in English but that participants can choose to participate
in their native languages and send their work to a translation team.

The Board then briefly held a discussion on how to engage developing
countries and areas of the world where Wikipedia is not currently
active. Eugene explained that the team is working on finding experts
in the area to gain knowledge and data of developing countries.


Deep Dives (October 2009-December 2009)

Eugene explained the work for the Deep Dive phase as conducting
in-depth research and analysis on growth opportunities for Wikimedia;
diving into other strategic issues identified in the level-setting
phase, developing prioritized strategic initiatives within growth
opportunities, and having the strategy task-forces begin synthesis
work.


Synthesis Phase (November 2009-March 2010)

In the Synthesis phase Eugene explained the process would develop
outreach recommendations on strategic priorities for all of Wikimedia;
and make recommended roles for different entities within the Wikimedia
movement.

WMF Business Planning Phase (January 2010-August 2010)

Describing this last phase Eugene explained the team would develop a
2010-2015 business and implementation plan. Eugene asked the Board how
they feel about the final phase. Stu expressed that the project is
ambitions but makes sense to enable the development and growth of the
organization, and to ensure the Foundation makes the decisions to
minimize risk and increase community involvement.

Jan-Bart asked Eugene to post the budget for the project on the wiki
to ensure openness and transparency toward the community. Eugene
agreed and said he would add the budget to the wiki.

Kat expressed a concern that the task-forces will not have enough time
to complete their work. She went on to explain that volunteers can not
always make the time commitment at the exact time that is needed,
especially when the window of participation is quite short. Sue
agreed, and said the Wikimedia Foundation is considering offering
stipends or honoraria to enable individuals to participate, where that
seems potentially helpful.

Matt shared his experience, that strategy projects often fail to
sufficiently incorporate outsider views and fresh perspectives. He
added that self-selection and time commitment removes a lot of people
from participation. Eugene responded to Matt, explaining that the
task-forces are mandated to talk to people and gain the outside
perspective and report back using that knowledge. Matt would like the
project to rebalance toward supporting external input.

After reviewing the key deadline dates the Board reviewed the Metrics
for Success by phase.

Level-Setting          Deep-Dives           Synthesis
Business Planning
> 100 active wiki      >100 applications    >250 active wiki        General consensus on highest
contributors           for task forces      contributors
priority opportunities
> 100 active proposals                      Clear strat. synthesis  Business plan adopted by

WMF Board by November 2010


Several Board members expressed concerns regarding the lack of
representation for the reader, non-reader, and other populations.
After a long discussion, the Board voted unanimously to approve the
current metrics of success with the following still required:

  1. Measure of success for consultation for readers (e.g. survey
concluded and results disseminated)
  2. Measure of success for consultation of non-users (prospects)
  3. Measure of success for diversity of participation (geography,
languages, etc.)
  4. Measure of success for quality of the task force work, and
quality of the synthesis process

   Approved 9-0. In favor: Michael, Jan-Bart, Stu, Kat, Ting, Arne,
Samuel, Matt, Jimmy

Eugene next provided the Board with a description of their involvement
in the strategy planning project. He explained that the Board will be
involved to approve the project plan, metrics of success, key
deliverables, timeline, and roles; review draft strategic priorities
(developed by Strategy Task Forces); approve WMF Business and
Implementation Plan; and participate (as individuals not as Board
members) in the open community process. The group discussed the need
for a Strategy Task Force and Selection Committeee, and went around
the table suggesting potential participants to invite from the
community, chapters, board, staff, and advisory board.

Next, the Board reviewed the Deep Dive Task Forces. Eugene provided
the Board with a detailed description of the selection team,
application process, composition of strategy task-forces, task-force
topics and mandates, task-force work processes, task-force outputs,
and the forms of support available to the task-forces.
Strategy Plan: Highlights form Emerging Fact Base (Handout)

Barry presented the Board with a presentation to reviewing preliminary
data collected by the Bridgespan Group. Barry reviewed the objectives
of the strategy project before moving onto an executive summary for
insights from the fact base. During the review of the executive
summary, Barry highlighted the successes of Wikimedia, key
opportunities, and areas of weakness (contribution plateau, early
peaking of developing markets).

Next, Serita Cox presented the Board with a statistical review. Serita
began reviewing future opportunities for growth among global Internet
users, with large emphasis surrounding growth of India, China, Brazil,
and Africa. Serita showed that the highest penetration of Internet
users using Wikimedia projects is in Canada (greater than 40% of
Internet users), and the lowest penetration in China (less than 1% of
Internet users).

Next, Serita reviewed the growth in global reach. She explained that
the 10 most common languages worldwide (by number of speakers) remain
underrepresented in native language articles. This led to a brief
discussion on the role Wikimedia should play in the preservation of
native languages and at what cost and energy the Wikimedia Foundation
should invest to create/grow native language Wikimedia projects. There
was quite a bit of discussion about the data and the Board thanked
Serita for her work.

Laura Lanzerotti addressed the Board, reviewing the number of active
contributions made to Wikipedia as it matured. Laura's data
demonstrated as the number of active contributors leveled off, the
pace of article creation slowed, and more maintenance activities began
occurring as a proportion of all edits (for example edits on talk
pages, which concern governance and rules). Laura went on to explain
if the decrease in contributors continues, there may not be a large
enough cohort to maintain Wikipedia. Jimmy stated that he is not as
worried about the plateauing of the English Wikipedia as he would be
with peaking of other language versions of Wikipedia that have the
same growth potential, because higher numbers of active articles in
English may make it difficult for contributors to write on topics
which do not already exist. He expressed a need to energize the
Wikimedia movement especially in developing countries. Jimmy also
added a final concern that the policies and procedures of the English
Wikipedia may be being applied to other language versions prematurely.

Next, Laura reviewed a profile of the Wikimedia community, showing
that the average Wikimedian is a single childless college-educated
male between the ages of 18 and 30 (this demographic holds across all
language versions). The Board discussed the small proportion of female
contributors and expressed their hope that projects such as the
Usability Initiative will help diversify the community.

Laura then moved onto data demonstrating some barriers to
participation. The data shows that new editors or editors with fewer
monthly edits are more likely to have edits reverted. This sparked a
discussion regarding the key drivers behind an increase in the rate of
reversion since 2004.

Serita finalized the presentation by providing the Board with data
demonstrating the top 100 page hits by category and Wikipedia
language. Her data demonstrated that Wikipedia is used for different
purposes across different language. The Board was interested in the
graph and had several discussions regarding possible reasons for the
variance between the languages and most visited topics.

----

-Kat Walsh
Secretary, Board of Trustees


-- 
Your donations keep Wikipedia online: http://donate.wikimedia.org/en
Wikimedia, Press: kat at wikimedia.org * Personal: kat at mindspillage.org
http://en.wikipedia.org/wiki/User:Mindspillage * (G)AIM:Mindspillage
mindspillage or mind|wandering on irc.freenode.net * email for phone