Wikimedia Foundation Audit Committee/2016-06-27

Audit Committee Meeting

June 27, 2016

Location: Online

Participating by phone:

Kelly Battles (Chair of the Audit Committee), Maria Sefidari (Audit Committee member), Julian Singh (Audit Committee advisor), Jaime Villagomez (Treasurer and Chief Financial Officer), and Zhou Zhou (Legal Counsel and recorder).

The meeting commenced at 8:09 am PST.

Endowment Update

Kelly provided some background on the endowment discussion and the drafting process for the various endowment agreements: the Wikimedia Endowment Operating Agreement, the Wikimedia Endowment Advisory Board Charter, and the $5 million Gift Agreement from the Wikimedia Foundation to the Wikimedia Endowment at Tides.

The Audit Committee then discussed the potential risks associated with the current Wikimedia Endowment at Tides structure and potential mitigation plans in response.

The Audit Committee then discussed how to draft the Gift Agreement to best protect WMF interests. The Audit Committee also discussed the best sustainable long-term structure for the Wikimedia Endowment and how fees are calculated for the Wikimedia Endowment.

The Audit Committee agreed to the proposed drafts of the Wikimedia Endowment Operating Agreement, the Wikimedia Endowment Advisory Board Charter, and the Gift Agreement. The Audit Committee will notify the Board of its decision and the Board will meet to discuss whether to approve the endowment documents (the Wikimedia Endowment Operating Agreement, the Wikimedia Endowment Advisory Board Charter, and the Gift Agreement) to enable the transfer of the $5 Million gift to the Wikimedia Endowment before the end of June.

The meeting concluded at 8:39 am PST.