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Wikimedia Foundation board complete documents 2016

January 30

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Agenda

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Meeting to be held by Google Hangouts / Phone

Introduction
  • The Chair will call the meeting to order.
Housekeeping
  • The Board will review past minutes, membership of the Audit Committee, the open Board seats, and changes to the Board Handbook.
Score card and annual plan update
  • Lila will provide a regular operational scorecard and an update on annual planning.
Affiliate-selected board seats
  • The Board will discuss the upcoming selection process.
Strategy update
  • Lila will provide a regular strategy update.
HR Committee update
  • Update from the HR Committee.
Executive session
  • The Board will reserve a period at the end of the meeting for confidential discussion without staff present, if needed.

Minutes

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January 30, 2016

  • Location: Web conference (Google Hangout)
  • Board of Trustees present: Patricio Lorente (Chair), Alice Wiegand (Vice-Chair), Kelly Battles, Frieda Brioschi, Dariusz Jemielniak, Guy Kawasaki, María Sefidari, Denny Vrandečić.
  • Non-Board members present a portion of the meeting: Lila Tretikov (Executive Director),  Geoff Brigham (Secretary and General Counsel), Stephen LaPorte (Legal Counsel), Suzie Nussel (Strategy Consultant), and Steve Scheier (WMF Consultant).

Patricio called to order a meeting of the Board of Trustees at 8:30 AM PST. Stephen called roll and confirmed that a quorum was present and able to simultaneously hear the meeting.

Housekeeping

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Operational update

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Lila provided a regular update on the financial operations of the Foundation. Lila reviewed the organization's spending and revenue, as well as editing and other traffic metrics.  Lila highlighted some of the organization's recent work, including the Objective Revision Evaluation Service, the Wikipedia Android App, language engineering work, ongoing strategy discussions with the community, and the survey to Wikimedia users on civility issues.

Board selection process for Chapters and Thematic Organizations

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Alice introduced the upcoming process for Chapters and Thematic Organizations to select two candidates for the Board. The Board discussed the potential role of user groups in this process without reaching a final conclusion.

Strategy update

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Suzie Nussel joined for this portion of the meeting.

Lila reviewed the current strategy discussion. The framing is that Wikipedia will need to adapt to the changing needs of people around the world. The 2010 strategy process establishes some important goals for the Foundation's work. Since 2010, some emerging audiences and technologies have introduced new challenges and opportunities. Lila explained the three areas of the strategy: reach, community, and knowledge. The Board discussed the role of partnerships, as well as the aspect of trust on Wikipedia.

Lila asked the Board to discuss after the meeting the strategic questions that were posed to the Wikimedia community.

Role of the Board

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Alice raised questions that reflected on the role of the Board of Trustees. The questions focused on the evaluation of the Board, the relationship between the Board and the Wikimedia community, the Board's communication patterns, and other topics. Other Board members shared their thoughts on responsibilities of the Board, methods of working together collaboratively, and other areas for improvement. Geoff suggested approaches to addressing these questions at a future meeting.

Human Resources Committee update

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Steve Scheier joined for this portion of the meeting, and the Human Resources Committee provided an update to the Board.

Executive session

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All of the Foundation staff members were excused at this point in the meeting, and the Board held a confidential executive session. At the conclusion of the executive session, the meeting closed.

Resolutions passed

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Resolutions Minutes approval January 30, 2016
Errors?→
The January 30, 2016 minutes were approved by the Board of Trustees on January 30, 2016.


Resolved the Board of Trustees approves the January 30, 2016 minutes.

Approve
Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Jimmy Wales, Dariusz Jemielniak, Denny Vrandečić, Frieda Brioschi, Kelly Battles, Guy Kawasaki, and Maria Sefidari.

References

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Resolutions Appointing Jaime as Treasurer
Errors?→
This resolution was approved by the Board of Trustees on January 30, 2016.


The Board of Trustees of the Wikimedia Foundation wishes to appoint Jaime Villagomez as Board Treasurer.


Resolved, as of February 27, 2016, the Board unanimously agrees to appoint Jaime Villagomez as Board Treasurer, a non-trustee officer with the powers and authorities granted in the Bylaws and resolutions, thereby replacing the previous Treasurer.


Approve
Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Jimmy Wales, Frieda Brioschi, Guy Kawasaki, Dariusz Jemielniak, Denny Vrandečić, Kelly Battles, and Maria Sefidari

References


Resolutions María Sefidari appointment 2016
Errors?→
This resolution was approved by the Board of Trustees on January 30, 2016.


Resolved, The Board of Trustees wishes to appoint María Sefidari to the vacant seat on the Board, as the candidate with significant experience in the Wikimedia community who received the next-most votes in the Summer 2015 community election.

Resolved, that María Sefidari is appointed to the Board, to complete the remainder of the term beginning on January 30, 2016, and continuing until September 1, 2017 or until the Board appoints a replacement for that seat, whichever comes first.

This Resolution will be effective as of January 30, 2016.

Approve
Patricio Lorente, Alice Wiegand, Frieda Brioschi, Guy Kawasaki, Dariusz Jemielniak, Denny Vrandečić, and Kelly Battles
Absent
Jimmy Wales


Resolutions Audit Committee membership 2016
Errors?→
This resolution was approved by the Board of Trustees on January 30, 2016.


Resolved, that the Board appoints Kelly Battles as a member of the Audit Committee, pursuant to the committee's charter.

This resolution will be effective as of January 30, 2016.

Approve

Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Jimmy Wales, Frieda Brioschi, Guy Kawasaki, Dariusz Jemielniak, Denny Vrandečić, and Kelly Battles

References

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Resolutions Minutes approval December 28, 2015
Errors?→
The December 28, 2015 minutes were approved by the Board of Trustees on January 30, 2016.


Resolved the Board of Trustees approves the December 28, 2015 minutes.

Approve
Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Dariusz Jemielniak, Denny Vrandečić, Frieda Brioschi, Kelly Battles, and Guy Kawasaki
Not Present
Jimmy Wales

References

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Resolutions Minutes approval December 9, 2015
Errors?→
The December 9, 2015 Minutes were approved by the Board of Trustees on January 30, 2016.


Resolved the Board of Trustees approves the minutes from the December 9, 2015 meeting.

Approve
Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Dariusz Jemielniak, Denny Vrandečić, Frieda Brioschi, Kelly Battles, and Guy Kawasaki
Not Present
Jimmy Wales

References

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Resolutions rejected

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