Wikimedia Foundation Board Governance Committee/Minutes 11-24-2013

Location: San Francisco, CA, USA
November 24, 2013, 3:50 PM - 5:20 PM
In attendance: Alice (Committee Chair), Jan-Bart (Board Chair and Committee Member), Ana (Committee Member), Maria (Committee Member), Bishakha (Guest Board Member)
Also present: Sue Gardner (Executive Director), Geoff Brigham (Board Secretary), Stephen LaPorte (Legal Counsel), and Doron Weber (Board Visitor)

Alice called the meeting to order on Sunday, November 24, at 3:50 PM, and began by introducing the meeting’s agenda.

Standing election committee

Bishakha introduced a proposal for a standing election committee, and explained the need to provide ongoing support for the election process. The group would address practical questions, like the voting method, as well as strategic vision for diverse involvement in the election from all of the projects and language editions.

The Committee discussed the best way to develop a group to address the questions facing the election, including the need for the Wikimedia Foundation’s investment and the community’s involvement. The Committee determined that instead of establishing a new advisory committee, the Board Governance Committee can establish a standing working group to address focus on Wikimedia elections. This working group may consist of both WMF staff and community members.

Action item: Alice, with support from Sue, will develop a proposal for a working group to focus on the Wikimedia elections.

Bishakha was excused after the conclusion of this portion of the meeting.

Chapter-selected Board seats

The Committee discussed the process for the chapter-selected Board seats. The Board discussed a number of possible alternative approaches, including a selection process that includes user groups, thematic organizations, and chapters, as well as a process that is open to the full community.

The chapter-selected seats on the Board should provide an opportunity for equal opportunity for selecting Board members, ensuring that the Board includes the necessary expertise in selecting members for the Board, and including a diversity of background from Wikimedia projects, languages, and geography.

Action item: Ana and Maria will develop a proposal to the Board (in consultation with Sue) regarding chapter-selected Board seats.

Board priorities for the next year

The Committee asked Jan-Bart to consider how the Board Governance Committee can support the full Board over the next year.

Action item: Jan-Bart will consult with the Vice-Chair and return to the Board Governance Committee if there are Board agenda items that the Committee can support.

Annual agenda for the Board Governance Committee

The Committee discussed how it prioritize its agenda items for the 2013-2014 year, and who should lead each item.

Finding a successor for Jan-Bart (Lead by Jan-Bart)
Transparency for the Board (Lead by BGC on an ongoing basis)
Review of the Wikimedia Foundation Bylaws (Lead by Alice, with support from Geoff)
Governance best practices for movement groups (Lead by the full Committee)

Two items were postponed based on priority:

Advisory Board review
Term limits

Action item: Alice will publish and prioritize these items in the Committee’s agenda.

Board handbook

Alice presented the new copy of the Board handbook, and Geoff explained some of the small changes made to the document since the last Board meeting. The Board intends to publish the handbook, but keep an internal version that will updated as questions arise. Future changes will be considered by the Board Governance Committee and then publicly published on a quarterly basis.

Action item: Alice and Geoff will coordinate to publish the Board handbook.

The meeting concluded at 5:20 PM.