Wikimedia Endowment/Meetings/January 27, 2022

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Agenda[edit]

4:00 - 4:10 pm UTC: Welcome (Lisa Gruwell)

4:10 - 4:25 pm UTC: Introduction of Maryana Iskander with Q&A (Lisa Gruwell)

4:25 - 4:40 pm UTC: Appointment of Officers and Committee Membership for 2022 (Stephen LaPorte)

4:40 - 4:45 pm UTC: Organizational Update (Jayde Antonio, Lisa Gruwell)

4:45 - 5:00 pm UTC: Fundraising Update (Caitlin Virtue and Amy Parker)

5:00 - 5:25 pm UTC: Endowment Strategic and Campaign Planning Study (Guillaume Paumier and Amy Parker)

5:25 - 5:35 pm Wrap-up and Q&A (Lisa Gruwell)

Minutes[edit]

Endowment Board Meeting Minutes

Thursday, January 27, 2022 – 15:00 - 18:00 UTC

A regular meeting of the Board of Directors of the Wikimedia Endowment, a California Nonprofit Public Benefit Corporation, was held at the Wikimedia offices in San Francisco and virtually (via web conference) on January 27, 2022 at 15:00 UTC.

The following members of the Board of Directors were present at the meeting: Phoebe Ayers, Peter Baldwin, Annette Campbell-White. Niels Christian Nielsen, Michael Kim, Patricio Lorente, Jimmy Wales, and Doron Weber.

Also present at the meeting were: Lisa Gruwell, Jayde Antonio, Megan Hernandez, Stephen LaPorte, Amy Parker, Guillaume Paumier, and Caitlin Virtue.

Annette Campbell-White, Lisa Gruwell, and Maryana Iskander were in-person at Wikimedia offices in San Francisco. All others attended virtually.

Lisa Gruwell acted as Chair of the meeting. Stephen LaPorte acted as Secretary of the meeting. The meeting was called to order, and based on the number of directors in attendance at the meeting, the Secretary determined that a quorum was present and determined that the meeting could proceed.


Summary of Actions

1) Welcome (Lisa Gruwell)

2) Approved minutes from July 22, 2021 (Lisa Gruwell)

  • Based on a motion by Motion by Annette Campbell-White, seconded by Patricio Lorente, the Board unanimously approved the following resolution:
  • Resolved, that the Board of Directors approves the minutes from the July 22, 2021 meeting.

3) Approved Endowment Board Committee charters (Stephen LaPorte)

  • The Board discussed a recommendation from the ad hoc governance committee to adopt adopt the charters creating the following committees for the Wikimedia Endowment:
    • Governance Committee
    • Finance Committee
    • Community and Grantmaking Committee
  • Based on a motion by Michael Kim, seconded by Niels Christian Nielsen, the Board unanimously approved the following resolution:

Resolved, that the Board of Directors adopts the charters creating the following committees for the Wikimedia Endowment pursuant to Article II of the Bylaws:

  • Governance Committee
  • Finance Committee, serving the role of Audit Committee described in the Bylaws
  • Community and Grantmaking Committee

Attachment: Committee Charters (This line will be updated soon with links to Governance Wiki)

4) Approved Endowment Board policies (Stephen LaPorte)

  • The Board discussed a recommendation from the ad hoc governance committee to adopt a set of policies for the Wikimedia Endowment.
  • Based on a motion by Jimmy Wales, seconded by Patricio Lorente, the Board unanimously approved the following resolution:

Resolved, that the Board of Directors adopts the following policies for the Wikimedia Endowment:

  • Gift Policy
  • Whistleblower Policy
  • Document Retention and Destruction Policy
  • Code of Conduct of the Board of Directors
  • Confidentiality Agreement
  • Delegation of Authority Policy
  • Open Access Policy

Attachment: Endowment Policies (This line will be updated soon with links to Governance Wiki)

5) Introduction and Q&A with Wikimedia Foundation CEO, Maryana Iskander

  • Welcome and introduction by Lisa Gruwell
  • Personal and career background by Maryana Iskander
  • Open discussion with Endowment Board
  • Maryana Iskander is dismissed; Michael Kim departs meeting to return in 45 minutes

6) Appointment of Officers and Committee Membership for 2022 (Stephen LaPorte)

  • The Board discussed appointments to serve as chair of the Board, as well as officers and membership of the newly established committees.
  • Based on a motion by by Niels Christian Nielsen, seconded by Patricio Lorente, the Board unanimously approved the following resolutions:

Resolved, that the Board of Directors appoints the following individuals to serve as officers of the the Wikimedia Endowment pursuant to Article 5 of the Bylaws:

  • Chair: Jimmy Wales

Resolved, that the Board of Directors appoints the following members to serve on Board committees, pursuant to the charters for committee:

  • Governance Committee
    • Chair: Peter Baldwin
    • Members: Peter Baldwin, Doron Weber
  • Finance Committee
    • Chair: Annette Campbell-White
    • Members: Annette Campbell-White, Michael Kim
  • Community Committee
    • Chair: Phoebe Ayers
    • Members: Phoebe Ayers, Niels Christian Nielsen, Patricio Lorente

6) Endowment 501(c)(3) timeline

  • Review of anticipated dates by Jayde Antonio

7) Investment update

  • Review of Tides investment report by Lisa Gruwell

8) Fundraising update

  • Overview, lead by Caitlin Virtue
  • Review of Fundraising Report, lead by Amy Parker
  • Summary: As of December 31, 2021, the Endowment held $105.4 million. There is currently $99.33 million in the investment account and $6.07 million in cash. An additional $8 million raised in December will be transferred to the Endowment in January 2022.

9) Endowment Strategic and Campaign Planning Study

  • Discussion lead by Amy Parker and Guillaume Paumier

10) Confirm Next Meetings

  • Overview of next meeting dates by Jayde Antonio


There being no other business to consider, the meeting was adjourned at 16:50 UTC.