Wikimedia Foundation Board Governance Committee/Minutes 20-10-2016

October 20, 2016

Wikimedia Foundation Board Governance Committee Meeting

• Location: Online (via Google Hangouts)
• Committee members present: Nataliia Tymkiv (Committee Chair), Christophe Henner (Board Chair), Kelly Battles, Dariusz Jemielniak
• Advisory Committee members present: Gayle Karen Young, Kat Walsh
• Non-committee members present: Katherine Maher (Executive Director), Michelle Paulson, Stephen LaPorte

Stephen confirmed that a quorum was present, and Nataliia called the meeting to order at 9:00 AM PT.

Governance review

Kelly reviewed the history of the Governance Committee's work preparing for a governance review. Earlier in 2016, the Governance Committee looked at some potential areas of improvement, and worked on projects like implementing the Code of Conduct. Other changes were deferred during the Executive Director leadership transition, such as comparing the organization's governance against some external best practices. When the Funds Dissemination Committee provided feedback on the Foundation's annual plan for 2016-17, they recommended getting an external review of the Foundation's governance. During the summer, Board members received a proposal from one potential governance consultant, and then further refined the potential scope of the review. Board members later spoke with an additional consultant about possibly conducting a governance review. The Governance Committee is now considering the two proposals, as well as the review's scope and timing.

The first proposal is cost-effective, more personalized, but less comprehensive. The second proposal is more expensive, less customized, and would provide a more comprehensive review. The Committee discussed the relative benefits and disadvantages to these proposals, including the number of interviews and the amount of customization.

The Committee discussed the timing of the governance review, and some of the advantages and disadvantages to scheduling the review next year. One constraint worth considering is the organization's capacity to participate in the review. The governance review will require some time and attention from Board members, as well as some time from staff. There are a few upcoming tasks that will also require some of the Board's attention. Katherine and the Board will soon start a conversation around strategy. The terms of some Board members will also possibly expire in the upcoming months, so there may be transitions in the Board's membership. This may lead to the Board's composition changing during the course of the review. On the other hand, starting the review sooner may allow the current Board members to participate in the review.

The Committee decided to set up additional interviews with the possible consultants for the governance review. After meeting with the consultants, the Committee would decide the best timing for the review.

The meeting concluded around 10:00 AM PT.