Wikimedia Endowment/Meetings/January 22, 2021

Agenda

4:00 – 4:15 pm UTC: Welcome and Introductions (Caitlin Virtue)

- Approve July 23, 2020 Board Meeting Minutes

4:15 – 4:35 pm: Okapi Presentation and Q&A (Lane Becker)

4:35 - 5:05 pm: Legal Structure of Endowment (Tony Sebro)

5:05 - 5:15 pm: Break

5:15 - 5:30 pm: Investment Update (Lisa Gruwell)

5:30 - 5:45 pm: Fundraising Update (Amy Parker)

5:45 - 6:05 pm: Foundation Update (Katherine Maher)

6:05 - 6:20 pm: Wrap-up and Q&A (Caitlin Virtue, Katherine Maher)

6:20 - 6:25 pm: Confirm Next Meetings (Caitlin Virtue)

6:25 pm: Adjourn

Minutes

Location

Online

Meeting Attendees

Endowment Advisory Board Members:  Peter Baldwin, Annette Campbell-White, Michael Kim, Niels Christian Nielsen, and Jimmy Wales

Wikimedia Foundation Staff: Lane Becker, Lisa Gruwell, Megan Hernandez, Katherine Maher, Amy Parker, Guillaume Paumier, Tony Sebro, Caitlin Virtue, Enloe Wilson

Summary of Action Items

2. Approved minutes from July 23, 2020 meeting

• The minutes were approved as presented.

3. Okapi Presentation (Lane Becker)

• Lane shared an overview of Okapi (working title), which includes a new data delivery platform, contractual licensing terms, customer support, service-level agreements, and consulting services. It is set up as a for-profit LLC.

4. Legal Structure of Endowment (Tony Sebro)

• The Foundation’s legal team reviewed past work on the question of a permanent legal structure for the Endowment (conducted in 2016, 2018, and 2019) and refreshed counsel on the matter from an outside firm, Adler & Colvin.
• The Foundation recommends setting up the Endowment as its own publicly-funded public charity. The board considered and approved the following resolution:

Resolution

Whereas, the Advisory Board has received and reviewed Foundation staff’s analysis and recommendation regarding the future corporate structure and stewardship of the Wikimedia Endowment,

Now, therefore, it is

Resolved, that the Advisory Board hereby requests that Foundation staff take the necessary steps to establish a stand-alone 501(c)(3) public charity to serve as the future corporate home for the Wikimedia Endowment; those steps to include:

• Developing Articles of Incorporation and Bylaws;
• Presenting this recommendation to the Foundation’s Board of Trustees for approval;
• Incorporating the new legal entity; and
• Coordinating any tasks required to prepare for and facilitate this legal transition.

Niels moves to adopt; Jimmy seconds. Motion passes unanimously.

5. Investment Update (Lisa Gruwell)

• Thanks to Annette and Michael for leading the Endowment Investment Committee. Investment Committee to reconvene in February.

6. Fundraising Update (Amy Parker)

• $17.5 million raised between July 1 and Dec 31, 2020. Including funds in process from our December fundraising campaign, the Endowment is at $90 million of its $100 million goal.
• Staff welcome the Board’s assistance in donor stewardship, prospect identification and cultivation for the 20th birthday and virtual events.

7. Foundation Update (Katherine Maher)  

• The 20th birthday arrives at a period of great successes for the Foundation, in fundraising, in partnerships, and in increased use and favor. The birthday theme, “20 Years Human,” speaks to the contributions of our editors and the collective human experience reflected in Wikipedia’s content.

8. Confirm Next Meetings (Caitlin Virtue)

• March 18, 2021 at 3pm - 4pm UTC (online) - special session
• July 22, 2021 at 3pm - 6pm UTC (online) next regularly-scheduled meeting

9. Adjournment

• Meeting adjourned.