Wikimedia Foundation Board Governance Committee/Minutes 25-08-2016

August 25, 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
Advisory Committee members present: Gayle Karen Young, Ira Matetsky, Tim Moritz Hector, Kat Walsh
Non-committee members present: Stephen LaPorte

Stephen confirmed that a quorum was present, and Nataliia called the meeting to order at 10:00 AM PT. The meeting started with an introduction to the Governance Committee for the new advisory members. The committee now has a mailing list, and has invited the new members present today.

Background

Kelly provided some background on the discussions for a possible governance review. When Kelly first joined the Board of Trustees, the Board focused on making some improvements to its operations. The initial tasks were structural: the Board put in place a confidentiality agreement and code of conduct. The Board also discussed some other areas of improvement, like setting a common start-date for new members, so the transitions happened at the same point in the year. The Board has been working on improving its continuity. The Governance Committee is tasked to continue this work. Some questions will be complex to evaluate, like Board composition and the election process. The Board also received a recommendation from the Funds Dissemination Committee, including a suggestion to get an external benchmark and review. The Board is considering this feedback seriously.

Governance review

Over the recent months, the Governance Committee has considered whether the Board would benefit from a broader, in-depth process, or a more focused review. One proposal is to start high level and ensure that the review is helpful, so the Board does not need to go through a longer process if its not warranted. If the governance review will run parallel to the long-range planning process, then it may make sense to start with a limited scope and iterate as needed. The goal of the review would be to evaluate the Wikimedia Foundation based on common benchmarks and best practices, and then develop a plan to resolve any issues that are identified.

Committee members discussed the neutrality of a governance review, whether the scope should be more narrow or more broad, the price of a potential review, and observations from governance reviews at other Wikimedia chapters. It was suggested to set consistent expectations about the goal of the governance review. It can be complicated to find the right questions, who are the stakeholders, and how they should be involved, and all of these points depend on the ultimate goal of the review. It is necessary to frame the goal of the review precisely. Having inconsistent expectations will make it more difficult to evaluate the results of the review at the end. Having a large number of interviews can also pose a difficulty for the review.

One potential goal of the review is to help Board and committee members identify the top problems the Board and Governance Committee should focus on resolving. The committee has discussed Board's role, composition, and processes. Getting an external evaluation of the Board can help focus on these issues based on a common agreement.

The committee members discussed whether they would prefer to start high-level, or ask for specific recommendations on identified issues. The committee also discussed the importance of bringing in the wider Wikimedia community's perspective, as well as the Foundation's relationship to other Wikimedia groups.

The committee asked Kelly, Dariusz, and Stephen to speak with 2-3 potential firms that could conduct a governance review, focusing on the Board's role, composition, and processes. The Governance Committee will review their proposals and discuss the goals at their next meeting. The committee may cover additional items via email that there were not able to reach at the meeting.

The meeting concluded around 11:00 AM PT.