Minutes:2016-09-19

These are official minutes from a meeting of the Wikimedia Foundation Board of Trustees. Please note that in the event of any differences in meaning or interpretation between the original English version of this content and a translation, the original English version takes precedence.

Wikimedia Foundation Board minutes

September 19, 2016

• Location: Online (via Google Hangout)
• Board of Trustees present: Christophe Henner (Chair), María Sefidari (Vice Chair), Kelly Battles, Dariusz Jemielniak, Guy Kawasaki, Nataliia Tymkiv, Alice Wiegand
• Non-Board members present: Katherine Maher (Executive Director), Maggie Dennis (Interim Chief of Community Engagement), Michelle Paulson (Interim General Counsel), Jaime Villagomez (Chief Financial Officer), Stephen LaPorte (Interim Secretary; Senior Legal Counsel)

The meeting was called to order at 12:00 PM Pacific on September 19, 2016. Stephen called roll and confirmed that a quorum was present and able to simultaneously hear the meeting.

Katherine started the meeting with an update on the organization's year-end financial information and site metrics.

The 2015-2016 fiscal year included an underspend against the budget. For the current fiscal year, the fundraising campaigns are performing successfully. There is a slight decrease in planned fundraising in September, since the fundraiser is scheduled around many countries' planned banner promotions for Wiki Loves Monuments campaigns. The Wikimedia Foundation also launched a new fundraiser in Japan with positive results.

Katherine reviewed some of the upcoming changes in core product metrics. In an upcoming quarter, we will be able to provide year-over-year measurements of some of the key metrics, like the improved definition of pageviews. The Reading team is also considering the meaning of some of the trends. For example, they are noticing a decrease in pageviews at the same time as an increase in unique devices, which may be connected to different browsing habits on mobile devices. Mobile web visitors have fewer pageviews per browsing session. Board members discussed the importance of reviewing year-over-year data to understand the project's' performance. Board members also highlighted the trend of decreasing desktop visitors and different habits for mobile visitors. Katherine discussed how the changing readership patterns affect the mission of sharing knowledge as well as the operations of the Wikimedia Foundation.

Katherine reviewed the recruiting progress for some open executive positions, including the General Counsel.

Maggie joined at this point in the meeting, and Katherine presented some of the Community Engagement team's recent work on the issue of harassment. The team is looking at the need for an industry working group to share knowledge, tools, and trends in addressing this issue. They are examining what can be done within the current budget to address this issue, and potential alternative proposals that could be discussed at the Board's meeting in November.

Katherine reviewed the current planned calendar for the strategy process. The first step includes reviewing the past strategic conversations, such as narrowing focus. Katherine also had the opportunity to attend recent events in the Wikimedia community and speak with volunteers directly. Next, the executive team at the Wikimedia Foundation will meet to discuss metrics, goals, and expectations. The Board will discuss and confirm the strategy process further at the November meeting.

Katherine and Board members discussed the importance of having a clear scope for the strategy. Having a clear definition for the strategy will make it easier for people to participate in the process.

The timeline for the strategy is critical. The current goal is to present the strategic direction around Wikimania in 2017, and implement it in the Wikimedia Foundation's annual plan in FY 18–19. The next annual plans can be calibrated against the strategy as it is developed. Board members discussed the length of the plan, as well as the need for a product strategy.

Katherine plans to meet with Board members individually to collect their feedback on the strategy process. After the executive team's discussion, she will provide more detail for the Board's consideration. At the November Board retreat, there will be more discussion around the strategy process and timeline.

Maggie was excused at the end of this portion of the meeting.

Nataliia provided an update from the Governance Committee. The Committee has set an annual agenda, including a few high priority tasks:

• Appointing new members to the Board: the Committee plans to begin looking for potential candidates with experience in technology and product;
• Working with the Election Committee: the Election Committee has selected their chair and they need to organize work for next year's election;
• Reviewing governance: the Governance Committee is examining some potential proposals from governance experts; and
• Board teambuilding: Christophe is incorporating this into the upcoming retreat in November.

Since Wikimania, the Audit Committee has focused on selecting an auditor and discussing the investment policy. Jaime provided a short update on the progress of the audit.

Christophe presented some topics for the upcoming retreat, and Board members discussed the retreat location.

Michelle reviewed the Board's historical practice for approving policies. Some policies, such as the Conflict of Interest Policy, are required to be approved by the Board. Other policies, like the Terms of Use, are reviewed in more detail by the Board. At a future meeting, the Board may consider a draft resolution clarifying when the Board should approve new policies and policy changes.

The staff were excused at this point in the meeting. The Board held a confidential executive session, including an update from the Human Resources Committee. Nataliia took notes during this portion of the meeting and shared them via email with the Board. At the conclusion of the executive session, the meeting closed at approximately 1:30 PM Pacific.