Wikimedia Endowment/Meetings/July 22, 2021

Agenda

3:00 - 3:05 pm UTC: Welcome (Lisa Gruwell)

3:05 - 3:20 pm UTC: Election of New Members (Lisa Gruwell)

3:20 - 3:30 pm UTC: Investment Update (Dhaval Patel)

3:30 - 3:45 pm UTC: Fundraising Update (Caitlin Virtue and Amy Parker)

3:45 - 4:35 pm UTC: Board Governance Discussion (Tony Sebro)

4:35 - 4:40 pm UTC: Confirm Next Meetings (Caitlin Virtue)

Minutes

Part 1 (Thursday, 22 July 2021 -- 15:00 - 18:00 UTC)

Location:

Online

Meeting Attendees:

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

Wikimedia Foundation Staff: Lisa Gruwell, Jayde Antonio, Amy Parker, Tony Sebro, Jaime Villagomez, Caitlin Virtue

Invited Guests: Phoebe Ayers, Patricio Lorente, Dhaval Patel, Doron Weber

Minutes (Part 1)

1) Welcome and introductions (Lisa Gruwell)

2) Approved minutes from 22 January 2021 (Lisa Gruwell)

• The minutes were approved as presented.

3) Election of New Members (Lisa Gruwell)

• Lisa reviewed the process of electing new members: an initial interview by Lisa Gruwell, followed by separate interviews with two board members, and final background check for legal and reputational/media check.
• There was a discussion of Patricio and Doron before an update was given on Phoebe, whose candidacy and evaluation is still in process.
• Resolution: Resolved, that the Advisory Board appoints Patricio Lorente and Doron Weber to the Advisory Board, each for a term beginning on 22 July 2021 and continuing until 1 August 2024, or until the Advisory Board appoints a replacement for their respective seats, whichever comes first.

4) Investment Update (Dhaval Patel)

• The endowment’s return since inception through the end of the quarter has been in line with benchmarks. The fund is in a defensive stance in terms of asset allocation.

5) Fundraising Update (Amy Parker, Caitlin Virtue)

• $100M endowment goal has been met.
• Conversations will begin regarding the next goal for the endowment and will include input from the Board, donors, prospects, and the Wikimedia community.
• Thank you to Annette and Phoebe for hosting and participating respectively in successful donor cultivation event.

6) Board Governance Discussion (Tony Sebro)

• Review and discussion of the bylaws will be tasked to an adhoc governance committee consisting of Peter, Annette, Lisa, Tony, and Jaime.

7) Confirm Next Meetings (Jayde Antonio)

• Presentations by Jaime Villagomez and Denny Vrandečić will be rescheduled.
• Ad hoc committee will meet and present revised bylaws to the Board for asynchronous review.

__________

Part 2 (Tuesday, 10 August 2021 -- 18:00 - 19:00 UTC)

Location:

Online

Meeting Attendees:

Endowment Advisory Board Members: Peter Baldwin, Michael Kim, Patricio Lorente, Niels Christian Nielsen, Jimmy Wales, Doron Weber

Wikimedia Foundation Staff: Lisa Gruwell, Jayde Antonio, Tony Sebro

Minutes (Part 2)

1) Continuance of Board Governance Discussion

• Annette and Phoebe are absent, however, have given their approval of drafted articles of incorporation and bylaws
• Governance documents will be resubmitted to counsel and the board will vote on the following resolution asynchronously:

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, and requested 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;

Whereas, the Advisory Board has received and reviewed corporate documents prepared by staff for the establishment of the stand-alone corporate entity, including the charity's articles of incorporation and bylaws;

Whereas, the Wikimedia Foundation's Board of Trustees has instructured Foundation staff to proceed to take the steps necessary to establish the stand-alone corporate entity;

Now, therefore, it is: Resolved, that the Advisory Board approves the incorporation of a new stand-alone corporate entity for the Wikimedia Endowment, based on the corporate documents prepared by Wikimedia Foundation staff.

• An interim governance committee of 3-4 endowment board members will work on policies to be developed and presented to the endowment board at the next regular meeting scheduled for January 2022.