Minutes:2023-06-21

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Minutes from 2023-06-21

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June 21, 2023

Location: Virtual

Board of Trustees present: Nataliia Tymkiv (Chair), Esra'a Al Shafei (Vice Chair), Shani Evenstein Sigalov (Vice Chair), Victoria Doronina, Luis Bitencourt-Emilio, Tanya Capuano, Dariusz Jemielniak, Lorenzo Losa, Raju Narisetti, Mike Peel, Rosie Stephenson-Goodknight, Jimmy Wales

Non-Board members present: Maryana Iskander (CEO), Stephen LaPorte (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Anusha Alikhan (Vice President of Communications), Nadee Gunasena (Chief of Staff), Selena Deckelmann (Chief Product and Technology Officer), Lisa Gruwell (Chief Advancement Officer), Mayur Paul (Senior Director of Movement Communications, partial attendance), James Baldwin (Senior Director, Finance Strategy and Planning, partial attendance), Guillaume Paumier (Chief of Staff to the Chief Product and Technology Officer, partial attendance), Amanda Bittaker (Senior Manager, Program Management, partial attendance), Maryana Pinchuk (Principal Product Manager, partial attendance)

Members of the Movement Charter Drafting Committee: Ciell, Risker, Manavpreet Kaur

Invited guests: Jon Huggett, Matt Thompson

Welcome, Greetings and Administrative Actions

Nataliia Tymkiv, Board Chair, called the meeting to order at 11:03 Eastern Time. She welcomed all attendees. Stephen LaPorte, General Counsel and Board Secretary, confirmed the presence of a quorum. Nat reviewed the agenda. The Board received committee updates in advance, which will be published publicly. After a motion made by Tanya Capuano and seconded by Rosie Stephenson-Goodknight, the Board unanimously approved the March 9, 2023 meeting minutes.

Annual Plan

Staff presented an overview of the process of creating the 2023-2024 Annual Plan, which included a month-long community feedback process that began in April 2024. The Foundation collected feedback both on and off wiki, with translations provided in over 30 languages. This year's plan is closely tied to movement strategy recommendations, including focusing more on product and technology than in previous Annual Plans. Staff noted that the budget for 2023-2024 projects slower growth than in previous years (approximately 6% growth). Despite slower projected growth, the budget prioritizes larger growth in direct funding to the movement.

The 2023-2024 Annual Plan and budget was presented to the Audit Committee in advance of the Board meeting and Trustees were given additional opportunities to ask questions and provide feedback to staff. After a motion made by Tanya Capuano and seconded by Jimmy Wales, the Board unanimously approved the 2023-2024 Annual Plan. Nataliia thanked those who contributed to this year's Annual Plan, including the many members of the community who provided input.

Generative AI Key Considerations

Maryana Pinchuk, Principal Product Manager, led a discussion on the Wikimedia Foundation's long-standing use of machine learning (ML) and artificial intelligence (AI) tools. There are currently multiple teams at the Wikimedia Foundation working to better understand the capabilities and potential risks of new ML/AI tools and applications, including Product and Technology, Legal, Communications, and Enterprise & Partnerships as well as a cross-functional working group. Maryana highlighted that Wikimedia projects have a positive history of using technology to assist with knowledge creation while staying true to the core movement values.

Trustees were given an opportunity to raise questions and noted that it is important to get feedback from the community on how the Foundation utilizes ML/AI tools.

Wikimedia Enterprise LLC Governance

Stephen LaPorte, General Counsel and Board Secretary, provided information about the Wikimedia Enterprise LLC governance structure. Enterprise was set up by the Foundation to earn revenue from large corporations who rely heavily on Wikimedia's services and to use these relationships to explore new possibilities for knowledge dissemination in furtherance of the Foundation's nonprofit mission. The LLC is governed by a Board of Managers based on their staff positions at the Foundation—currently the Foundation's Chief Advancement Officer, Chief of Product & Technology, and General Counsel. The Board of Managers approves the LLC's operating policies, approves the LLC's annual operating budget (as a portion of the Foundation's operating budget), and oversees the LLC's business affairs. The Board will continue to receive updates from Enterprise.

Community Engagement on Collaborative Fundraising

Lisa Gruwell, Chief Advancement Officer and Deputy to the CEO, provided a status update of fundraising engagement in 2023. Ahead of the English banner fundraising campaign, the Advancement team plans to increase transparency and understanding of the Foundation's budget and revenue streams, which includes communicating with communities earlier. This communication would include on and off wiki collaboration on fundraising campaigns.

Wikimania Planning

Trustees received a brief update on the status of Wikimania 2023 planning. The Board will meet on August 15 before Wikimania officially begins. The Board will also participate in an Open Conversation during Wikimania.

Some staff remained for a brief Executive Session. After the first part of the Executive Session staff was excused, only Maryana remained for a portion of the meeting, and later was excused.

Committee Updates

Audit Committee

The Audit Committee of the Wikimedia Foundation represents the Board of Trustees in its oversight of financial and accounting issues, providing advice and counsel based on the experience of committee members in business, financial and accounting matters. It also serves as Board-level oversight of the relationship with the independent auditor (currently KPMG). Audit Committee members serve one-year terms, typically beginning at the start of the fiscal year in July. The Committee is comprised of three Trustees and is typically chaired by one Trustee with a financial expertise, supported by the Treasurer/CFO, and includes alternate Trustees, and Audit Committee Advisors. The next Audit Committee Meeting will be in July when KPMG will outline the plan for the Annual Audit.

The agenda for the June 1 meeting included:

• Advisory Committee Renewal
• Fiscal year 2022-2023 Q4 Financials Update
• Budget and Annual Plan FY 23–24
• Enterprise Risk Management

Annual Priorities

• Financial Management and Planning (Approve Annual Plan; Review and discuss the Foundation's Investment Policy)
• Ensure Financial Compliance (Form 990 and an independent audit)
• Enterprise Risk (Review and discuss with management the Foundation's major financial risk exposures and the steps management has taken to monitor and control such exposures)
• Other Matters: Special Projects; Review of business operations improvements & IT strategy, including the appointment of volunteer advisors to the Audit Committee.

Governance Committee

• The Governance Committee has been involved in recruiting new Elections Committee members. Nataliia Tymkiv has conducted interviews with each candidate and has made a recommendation to the Governance Committee and the former Governance Committee on a slate of members. The Elections Committee will make use of Advisory Members, which is one change from previous election cycles. Once approved, the new Elections Committee members will have about eight weeks of onboarding. The onboarding process was designed by the Committee Support team and includes asynchronous work as well as several virtual meetings. It will be concluded in August. The Elections Committee and Governance Committee will begin work on designing the 2024 election process sometime in September. The 2024 process will include a community consultation before a process is finalized. The Governance Committee recommends creating a pre-onboarding process for 2024 Board candidates but the process has not been designed yet.
• Eileen Hershenov has been appointed as a Volunteer Advisor and is currently being onboarded to the committee's work.
• The committee is still in the process of recruiting an Audit Committee Chair. The goal is to have a new trustee seated at the December Board of Trustees meeting. The Governance Committee has published an updated recruiting procedure for Board-selected seats. This was to make the process more clear to the community.

Annual Priorities

• Recruit new Board-selected trustees
• Draft guidance on sharing power with the Global Council, informed by Wikimedia Foundation governance requirements and restrictions
• Draft recommendation on a process that incorporates affiliates for the next elections for community- and affiliate-selected trustees (in 2024)
• Implement a continuous improvement / education program for trustees and future trustees
• Implement a trustee performance review process

Community Affairs Committee (CAC)

The CAC has continued to work closely with staff to work strategically on Community-related topics and work to improve trust with the community.

• Community affairs: The CAC continues to receive updates on different topics such as engaging the movement with annual planning, UCoC, Human Rights, Trust & Safety, Movement Strategy, the Movement Charter drafting process, Product & Tech and Sister Projects.
• Sister projects taskforce: The sister projects task force began a process to select volunteer advisory members.
• Movement strategy: The Liaisons continue to meet with MCDC. They also support AffCom and are working on an affiliates strategy for the Wikimedia Foundation.
• Annual plan movement engagement: The CAC provided oversight to engaging the movement with the annual plan.
• Movement events: The CAC continues to oversee Board attendance at movement events ensuring continuous connection between Trustees and the movement. Trustees attended IberoConf, WikiCon India, Wikimedia Hackathon and the EduWiki Conference since the last report.
• Affiliations Committee: Work on a Wikimedia Foundation Affiliates Strategy continues with committee liaisons, AffCom & staff.
• Language Committee: The Language Committee met in April twice. A general onboarding meeting for new members, and a topical one on Incubator, its history and present, and whether it is the system needed going into future. The Committee needs help with project management support overall.
• Communications and Engagement: The CAC hosted a Conversation with the Board in May, focused on the APP and 990, and engaged in other community discussions.

Annual Priorities

• Support the implementation of the Movement Strategy, including Global Council
• Work with staff to help prioritize community-related initiatives and support ongoing community initiatives, including (but not only) board elections, collaboration with Product & Tech departments.
• Facilitate the creation of new processes that address the full life-cycle of sister projects, including requesting new ones, maintaining existing ones, and sunsetting existing projects.
• Host discussions and coordinate activities related to the human rights policy

Product & Technology Committee

The Product and Technology Committee met in May. Selena shared highlights from Q3 as well as a status update on staffing and changes to the various staff team workflows. Selena also shared progress on annual planning. The committee met in early June to discuss Foundation-wide metrics, reviewing progress made so far and highlighting future opportunities. The full Board was invited to attend.

Annual Priorities

• Support CPTO in development of product and technology strategies and innovation for Wikimedia Foundation, and in support of our 2030 Movement Strategy.
• Provide support to the Chief Product & Technology Officer (CPTO) Selena Deckelmann by serving as a sounding board for organizational issues as needed.
• Collaborate when needed with the Community Affairs Committee to gain insights from and engage with the needs of our global community of technical contributors and volunteers.

Talent & Culture Committee

Matt Thompson and Jon Huggett are leading a CEO and Leadership Review process. Rosie, as Talent and Culture Committee Chair, and Nataliia Tymkiv, as Board Chair, will be joining the process. The process will include interviews with Trustees, C-Levels, and community members/partners Maryana was working with.

Annual Priorities

• Set and measure CEO 2022-2023 goals and performance
• Assist CEO/Staff in ongoing reviews of global compensation structures, processes, proposals
• Help guide Diversity, Equity and Inclusion and values conversations and outcomes
• Be available to CEO for relevant hiring and talent management needs including long-range planning
• Problem-solve, as needed, relevant people issues at the Wikimedia Foundation