Wikimedia Foundation Board Governance Committee/Minutes 04-17-2013

Location: Milan, Italy
April 17, 2013, 4:00 PM - 5:00 PM; April 19, 2013, 3:15 PM - 3:30 PM
In Attendance: Alice (Committee Chair), Kat (Board Chair and Committee member), Bishakha (Guest on April 17, Committee member on April 19), Ting (Committee member), SJ (Guest), Stephen LaPorte (Legal Counsel, at the request of Geoff Brigham, Board Secretary), and Gayle Karen Young (CTCO)

Alice called the meeting to order on Wednesday, April 17, 2013, at 4:00 PM.

The Committee began the meeting with a non-public Executive Session without any staff present. In attendance for the Executive Session were Alice, Kat, Bishakha, and Ting.

At the conclusion of the Executive Session, Stephen joined the meeting.

Meeting agenda

The Committee reviewed the items on the Committee’s Agenda.

Evaluation of the Board

The Committee discussed how to arrange the Board’s peer evaluation for this year.

Community Election Process

The Committee discussed the process and timeline for the Community Election, including areas of possible improvement. The Committee asked Bishakha to be responsible for the Election Committee when she joins the Committee.

During this discussion, SJ and Gayle joined the meeting.

Rules of Procedure

The Committee agreed that, in May, it would begin working with the legal team on a Board Handbook, which will describe some of the Board of Trustee’s rules and procedures.

Advisory Board

The Committee decided that it will not engage in a discussion about the Advisory Board at this meeting. The Committee will keep the topic under consideration for a future meeting.

Transparency

Where possible, the Committee decided that it would seek to publish publicly material from the Board Handbook.

Action Items

The Governance Committee reviewed the following action items:

Bishakha will take liaison with the Election Committee when she joins the Board Governance Committee.
Ting will prepare a summary of the issues he discussed about the Election Committee.
Alice will work with the legal department to prepare the Board handbook.

Ting was excused for the remainder of the meeting.

Trustee Candidate Search

The Committee reviewed the current status of the trustee candidate search, and Gayle provided more information about specific candidates.

The meeting was concluded at approximately 5:00 PM.

Peer Review Delegation

A meeting of the Governance Committee was called to order on April 19, 2013 at 13:15 PM. In attendance were Alice, Kat, Bishakha, and Stephen.

Governance Committee decided to commission the Human Resources Committee to perform the Board of Trustee's peer evaluation before Wikimania 2013. The Committee approved this action by a majority vote. It was noted that, according to the Governance Committee's charter, the peer evaluation should be performed "with the objective of improving that trustee’s individual performance and the Board’s constructive interaction as a working body."

The meeting concluded at approximately 3:30 PM.