Wikimedia Foundation Board Handbook

Wikimedia Foundation
Board Handbook

Board of Trustees of the Wikimedia Foundation

The Board of Trustees serves the Wikimedia Foundation in its mission "to empower and engage people around the world to collect and develop educational content under a free license or in the public domain and to disseminate it effectively and globally."

At the Wikimedia Foundation, it is our responsibility to be a model of good governance. Good governance is critical to the success of nonprofit organizations and their ability to achieve their missions and live up to their values.

Good governance starts with the Board of Trustees ("Board"). The Board oversees the organization and is ultimately responsible for its success.[1] This Handbook is a resource for current, new and prospective Wikimedia Foundation Trustees. It supports our commitment to good governance and following legal, ethical, and effective Board practices. It helps anyone wanting to learn more about the Wikimedia Foundation and its governance procedures.

The Handbook has been updated from time to time, and expands on the previous board manual. Topics covered in this Handbook include detailed information on:

  • The Board's present structure and operations
  • Guidance on legal requirements
  • Best practices relating to good governance
  • Practical "how to" information for Trustees regarding Board meetings, agendas, minutes, resolutions, voting and other Board business.

The Wikimedia Foundation is incorporated in the State of Florida, where it was originally headquartered. The Foundation is thus subject to Florida's law on corporations and the jurisdiction of Florida's Attorney General, as well as US federal laws. As a 501(c)(3) organization, the Foundation is subject to federal tax laws and the jurisdiction of the US Internal Revenue Service. In addition to the requirements and restrictions of applicable law, the Foundation’s articles of incorporation, Bylaws, and Board resolutions may further limit or define the scope of permissible actions by the Wikimedia Foundation. This Handbook references and links to relevant laws, articles, Bylaws, resolutions and policies. Trustees should familiarize themselves with this information.

Background on Wikimedia FoundationEdit

Vision, mission and guiding principlesEdit

The Wikimedia Foundation's vision is: "Imagine a world in which every single human being can freely share in the sum of all knowledge. That's our commitment." This vision statement embodies our dreams, hopes, and ambitions. We want a future in which all individuals have equal opportunity to share in the benefits of accessible free knowledge.

To make this vision a reality, the Wikimedia Foundation strives to give every person the ability to take part in our projects. The Wikimedia Foundation's mission is "to empower and engage people around the world to collect and develop educational content under a free license or in the public domain and to disseminate it effectively and globally. In collaboration with a network of user groups, thematic organizations, chapters, and individual volunteers, the Wikimedia Foundation provides the infrastructure and an organizational framework for the support and development of multilingual wiki projects that serve this mission."[2] As part of its mission, the Wikimedia Foundation "will make and keep useful information from its projects"—such as the website Wikipedia—"available on the Internet free of charge, in perpetuity." More information is available in our full mission statement.

There have been various articulations of the Foundation’s values over the years, most recently in 2016. The Wikimedia Foundation is also committed to the guiding principles, such as:

  • Freedom and open source: The Wikimedia Foundation is rooted in the values of the free culture and free software movements. An essential part of the Wikimedia Foundation's mission is to encourage development of free, open source resources that may be created, used and reused by everyone.
  • Serving every human being: The Wikimedia Foundation aims to make the Wikimedia projects broadly accessible. This means ending barriers preventing access or contribution to our projects.
  • Transparency: Communities and the public deserve transparency in our operations and governance. We have incorporated this principle into our governing documents.
  • Accountability: The Wikimedia Foundation wants to be accountable to the people who create the Wikimedia projects, to donors, and to readers.
  • Stewardship: The Wikimedia Foundation has been entrusted with stewardship of key assets of the Wikimedia movement. This includes its trademarks and fundraising revenue. We must use those assets in the interests of the mission and the entire global community.
  • Shared power: The Wikimedia Foundation shares decision-making with a global community of volunteers.
  • Internationalism: The Wikimedia Foundation supports projects that are international in scope. We aspire to reflect that internationalism in our own work.
  • Free speech: Everyone in the world has a right to free access to information. We are proud of the work the Wikimedia communities do to compile information and make it available. We will never facilitate, enable, or condone censorship of the Wikimedia projects.
  • Independence: As a nonprofit, the Wikimedia Foundation depends on donations and grants to operate. We adhere to a donations policy to maintain our freedom from outside influence. We refuse donations that might constrain our decision-making, and we try to cultivate a diversity of revenue sources.

Human RightsEdit

In 2021, the Wikimedia Foundation passed the Human Rights Policy to describe its commitments to protect, respect, and advance the internationally recognized human rights of volunteers, contributors, staff, contractors, and readers, including the right to freedom of expression protected in Article 19 of the Universal Declaration on Human Rights. The policy outlines the Wikimedia Foundation’s commitments to conduct human rights due diligence, track and report on efforts, use influence with partners and governments to promote human rights, and provide access to remedies when the Wikimedia projects do not uphold individuals’ human rights.

All of the Wikimedia Foundation’s work should consider the human rights of volunteers, contributors, staff, and all the people who use or are affected by the Wikimedia projects.

Projects and impactEdit

The Wikimedia Foundation's projects—including its websites—are the core of the Wikimedia movement. People around the world develop them together. Most Wikimedia content is available under a free license (such as one of the ones developed by Creative Commons), or is in the public domain. As a result, project content can be freely used, edited, copied and redistributed.[3]

The Wikimedia sites include some of the largest collaboratively edited projects in the world. The largest is Wikipedia, the free encyclopedia that has become one of the most popular Internet platforms and online resources in the world. Wikipedia is the largest website run by a non-profit organization. As of May 2021, it had more than 56 million articles written in 321 languages. Every month, Wikipedia is viewed from about 2 billion unique devices. The most recent statistics are published at stats.wikimedia.org.

Role within the Wikimedia movementEdit

The Wikimedia Foundation is part of the broader Wikimedia movement. The Wikimedia movement is a global community of contributors. The Wikimedia movement began before the Wikimedia Foundation. It had already made a significant impact throughout the world before the Wikimedia Foundation existed. The Wikimedia Foundation was founded in June 2003 to serve and act as a steward and integrated part of the movement.

The Wikimedia movement consists of a large number of different communities. Many of them are organized around individual language versions of Wikimedia Foundation projects. There are also topic-based communities and communities based on geography. Community size ranges from a handful of editors to hundreds of thousands of contributors, and communities often overlap.

Together, the members of these communities form the "Wikimedia communities." The Wikimedia communities include everyone who invests time working on Wikimedia projects. Some community members take part in online activities. Some engage in meetings and outreach activities. "Joining the community" is as simple as lending a hand by editing or doing other work.

Community exchanges often take place "on-wiki" (on discussion pages on the individual wiki projects), on Meta-Wiki (a global community site dedicated to discussion and documentation), on various social media platforms, and in live conversations. There are mailing lists, such as wikimedia-l, which is the general discussion list for the Wikimedia communities. "Asking the community" generally means posting on wiki village pumps, on the community mailing lists, and on Meta. This can involve reaching community members wherever they are already communicating with each other. The most vocal community members do not represent the views of the majorities of the communities. It is important to ask for feedback in a variety of places.

Trustees must subscribe to the 'board-l' mailing list. This is a confidential internal mailing list for Trustees, Board officers, and limited support staff. Trustees should subscribe to 'WikimediaAnnounce-l'. This mailing list is for official Wikimedia announcements. Trustees are not typically included in Wikimedia Foundation staff mailing lists.

Technology and the lawEdit

Wikimedia’s technology infrastructure, which is built using free software, operates with a fraction of the budget of other major websites.[4] The primary software application for the Wikimedia Foundation projects is MediaWiki. MediaWiki is an open source application, to which the Wikimedia Foundation is a primary contributor. MediaWiki is designed to run on a series of large data servers for websites that get millions of hits per day. Wikimedia Foundation staff and community volunteers actively develop MediaWiki. Many wiki sites not operated by the Wikimedia Foundation use the application as well. Software developed by Wikimedia Foundation staff is released under the GNU General Public License. Other works created by Foundation staff are published under the Creative Commons Attribution-ShareAlike license.

The Wikimedia Foundation operates under US law as an "Internet service provider". This means that the Wikimedia Foundation hosts content but does not create or legally control that content. The Wikimedia Foundation complies with United States law on content limitations and removal procedures. The Foundation operates under the safe harbor protections of the Digital Millennium Copyright Act as an "online service provider". Key legal issues relevant to the Foundation as an Internet hosting service are included in our legal policies and terms of use.

TrademarksEdit

Our trademarks identify the Wikimedia projects and the goodwill associated with them. Protecting our brand through trademark ownership was a core reason for the creation of the Wikimedia Foundation. The Wikimedia Foundation has built and now maintains a global trademark portfolio for our project marks, and registers new marks as they are created. This portfolio represents the value created by the dedicated Wikimedia volunteer communities. The Wikipedia brand (including the Wikipedia trademarks and wikipedia.org domain name) is the Foundation’s biggest financial asset.

The Board must act as a steward of our trademarks. The legal department has primary day-to-day responsibility for the protection and maintenance of our trademarks and the enforcement of our trademark policy. Within legal parameters, the Wikimedia Foundation must nurture our brand for the benefit of the communities. The Board should consult with the Chief Executive Officer and General Counsel to propose any use of our trademarks that is outside the scope of our trademark policy. The Trademark Policy sets out how the communities and the public may use the Wikimedia marks.

FundingEdit

The Wikimedia Foundation’s primary revenue source is donations from millions of individuals all over the world. The average donation is less than $15 USD. This broad base of smaller-scale support enables the Foundation’s independence from the influence of a few major benefactors. There are also a limited number of larger gifts and grants from individuals, foundations and other benefactors. There is more information in the Foundation’s annual public fundraising reports.

The Wikimedia Foundation’s Gift Policy governs the Wikimedia Foundation’s acceptance of gifts and grants. The policy outlines the procedure for gifts that the Wikimedia Foundation accepts. This may include giving the Board of Trustees notice and an opportunity to review gifts and grants. This policy identifies the documentation that must accompany gifts and grants and it contains information about Conflict of Interest procedures. The Chief Executive Officer or fundraising staff will notify the Board of the following:

(1) gifts of $250,000 or more

(2) gifts with restrictions on their use

(3) gifts not-conforming with the Wikimedia Foundation’s policies

(4) gifts that obligate the Wikimedia Foundation to expenditures or costs for which there is no established funding source.

Trustees then usually have seven days to discuss the proposed gift and ask questions. If there are concerns about a proposed gift, the Board may decide to take a vote on whether to accept it. However, the Board is not required to vote on any gift and in practice very rarely does so. The Board accepts most gifts without discussion.

Advertising on the Wikimedia projects is not appropriate for their purpose or consistent with our values. We will not consider paid advertising on the projects as a source of revenue. The Wikimedia Foundation uses the funds it receives to support its operations and the Wikimedia movement. One of the Wikimedia Foundation’s key roles is to provide grants to qualified organizations, projects, and volunteers who support the Wikimedia mission. You can read more about how the Wikimedia Foundation uses the funds it raises on the donation FAQ.

Wikimedia EndowmentEdit

In 2015, the Foundation established the Wikimedia Endowment as a way to provide support for the Wikimedia projects in perpetuity. The initial fundraising goal for the endowment was $100 million USD in 10 years. Through a combination of donations from major donors, legacy gifts, and contributions from the Wikimedia Foundation’s annual fund, the Endowment reached the $100 million goal in half that time. The Endowment was initially set up as a fund at the Tides Foundation, but in 2021 the Wikimedia Foundation initiated the process of transitioning it into its own separate 501(c)(3) organization.

The Foundation continues to support the growth of the Endowment, primarily through legacy gifts. Information about the Endowment’s investment policy is available on Meta-Wiki.

Wikimedia EnterpriseEdit

In 2021, the Foundation launched Wikimedia Enterprise to serve as both an additional revenue stream and as a tool for free knowledge dissemination. Wikimedia Enterprise provides data services, primarily through enhanced APIs, to high-volume commercial reusers of Wikimedia content. Wikimedia Enterprise is run by a subsidiary of the Wikimedia Foundation—it is a limited liability company (LLC) with the Foundation as the sole member. The LLC is subject to the governance of the Foundation’s Board of Trustees, and the Wikimedia Enterprise team notifies the Foundation’s Board of any contracts expected to generate annual revenue above $250,000 USD. Additional information about Wikimedia Enterprise and its revenue principles are available on Meta-Wiki and in a 2021 Board statement.

Movement organizationsEdit

In addition to the Wikimedia Foundation, the movement includes an international network of independent organizations that the Wikimedia Foundation has formally recognized and supports. One of the Wikimedia Foundation’s key roles is to partner with these movement organizations to promote our common mission and goals. Those organizations include:

  • Local chapters, which are incorporated, independent, nonprofit organizations founded to support and promote Wikimedia projects within a specified geographical region. Local chapters may support the Wikimedia movement by organizing local events and projects and non-local projects (such as m:WikiAfrica and Wikidata). Chapters may also provide a local point of contact for volunteers and other community members.
  • Thematic organizations, which are incorporated, independent, nonprofit organizations that further the Wikimedia Foundation’s mission by supporting and promoting Wikimedia projects on a specific theme or issue.
  • User groups, which are groups of Wikimedia users who support and promote Wikimedia projects in the offline world by organizing meet-ups and other events. User groups may be incorporated, independent, nonprofit organizations or simply unincorporated, informal groups of users.

These organizations are legally independent of the Wikimedia Foundation. The Wikimedia Foundation has no legal control over them and they, in turn, have no legal control over the Wikimedia Foundation or its projects and do not speak for or represent the Wikimedia Foundation in any legal capacity. The Wikimedia Foundation has granted many of these organizations limited rights to use the Wikimedia Foundation trademarks in their names and for certain specified purposes.

Chapters, thematic organizations and user groups are committed to aligning with the Wikimedia Foundation’s mission, following good governance principles and using the Wikimedia Foundation’s trademarks properly. The Wikimedia Foundation enters into agreements with movement organizations to help coordinate understanding and cooperation.[5] These agreements include obligations to publish public reports on activities and finances and to ensure the proper use of trademarks.

In addition, the Board has passed a movement governance resolution called the Organizational Best Practices Resolution with the expectation that movement organizations will seek to follow it. If a movement organization does not comply with its agreements, the Wikimedia Foundation tries to resolve the issue informally. If necessary to address significant noncompliance and as a last resort, the Wikimedia Foundation has the option to revoke the organization's agreement and to end funding and other support.

Community-run committeesEdit

The Wikimedia movement includes several community-run Wikimedia committees created by the Board to provide recommendations to the Board. These include the Affiliations Committee (AffCom), which advises the Board on approval of new movement organizations. You can read more about these and other Board committees below.

WikimaniaEdit

The Wikimedia Foundation helps support Wikimania, an annual conference for the Wikimedia communities, including its contributors as well as interested members of the public. Wikimania takes place in different locations around the world and/or virtually and usually is organized by the local chapter. The purpose of the conference is to allow the communities and the broader public to learn about and share their experiences with Wikimedia projects and other free knowledge initiatives. Typically, one of the Board's quarterly in-person meetings is held at the same time and location as Wikimania, so that Trustees can take part as well. Many Wikimedia Foundation staff members also attend.

Wikimedia SummitEdit

The Wikimedia Foundation helps support the annual Wikimedia Summit (also previously known as the Wikimedia Conference), held primarily in Berlin, Germany. The summit provides an opportunity for representatives from movement organizations all over the world to meet and discuss issues affecting them. Generally, one of the Board's quarterly in-person meetings is held at the same time and location as the Wikimedia Conference, so that Trustees can take part as well. Some Wikimedia Foundation staff members also attend.

Other movement initiativesEdit

Chapters and other groups may organize formal and informal groups to support the Wikimedia movement. These initiatives include Iberocoop, a regional cooperation among Ibero-American Wikimedia groups; Wiki Loves Monuments, an international contest for freely-licensed photography; and GLAM-Wiki, an outreach initiative to support galleries, libraries, archives and museums (GLAMS) in producing open-access, freely-reusable content. GLAM-Wiki projects include the Wikipedian-in-Residence program and many other collaborative projects involving cultural and educational institutions and the Wikimedia communities.

Key policiesEdit

The Wikimedia Foundation’s Bylaws generally describe the Wikimedia Foundation’s purpose; the size of the Board of Trustees; the function of the Board of Trustees; the roles and duties of Trustees and officers; the rules for appointing Trustees , and for holding meetings; and other essential governance matters. In addition to its Bylaws, the Wikimedia Foundation has adopted a number of important policies that apply to all of its projects and users. Trustees must familiarize themselves with and respect these policies, including the following:

In this Handbook, we describe provisions in the Wikimedia Foundation’s Bylaws and policies, including those policies set out above. The descriptions following descriptions of the Wikimedia Foundation’s Bylaws and policies are intended to be general in nature—not comprehensive explanations of the Bylaws or policies. We have included links to the relevant documents throughout this Handbook so that you may consult those documents in more detail to learn more about the Bylaws or policies in question.

Non-profit organization: finances, tax-exemption and lobbyingEdit

The Wikimedia Foundation is incorporated in Florida, where it was originally headquartered, and its internal affairs are governed by the Florida's Not For Profit Corporation Act. It is currently headquartered in San Francisco, California.

The Wikimedia Foundation is a tax-exempt non-profit organization. Under Section 501(a) of the Internal Revenue Code, a non-profit organization may be exempt from federal income tax if it is organized and operated exclusively for charitable, religious, educational, scientific, or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.[6] In general, tax-exempt organizations are subject to taxes on unrelated business income, that is income not substantially related to the accomplishment of the organization's tax-exempt purposes.

As Trustees, you can review the Wikimedia Foundation’s financial reports and Internal Revenue Service filings and ask any questions to our Chief Financial Officer.

Limits on lobbying and political campaign activitiesEdit

501(c)(3) tax-exempt organizations are prohibited from intervening or participating in any political campaign to support or oppose any candidate. Prohibited participation in a political campaign includes (1) making or soliciting contributions to or for candidates or political groups; (2) endorsing a candidate for office; (3), publishing or distributing partisan campaign literature or written statements; and (4) using the organization’s resources to influence an election.

501(c)(3) Tax-exempt organizations may engage in some lobbying activities, but lobbying may not constitute a "substantial part" of the organization's activities. It is not always easy under the vague "substantial part" test to determine how much lobbying activity is too much or which activities constitute lobbying.

To solve this problem, an organization may elect to use an expenditure test—called the 501(h) election—instead.[7] By making a 501(h) election, the organization sets a ceiling on its lobbying expenditures using a sliding scale based on its total annual exempt purpose expenditures. This election provides a clearer definition of which expenditures and activities constitute lobbying.

The Wikimedia Foundation has made the 501(h) election. Information on the amount that the Wikimedia Foundation may spend on permitted lobbying in any given year is available from the Treasurer. Thresholds may vary every year, depending on revenues and other variables. However, as a rough guide, the Wikimedia Foundation’s expenditures on direct lobbying cannot exceed $1,000,000 and expenditures for grassroots lobbying cannot exceed $250,000 in any fiscal year. All such expenditures must meet other legal requirements and need previous approval by the Treasurer.

These legal restrictions on lobbying and political campaigning apply to actions taken by (1) the Wikimedia Foundation as a legal entity, and (2) the Wikimedia Foundation’s Trustees, officers, and agents when acting or speaking on the Wikimedia Foundation’s behalf. There is no specific restriction on a Trustee engaging in these activities on their own personal behalf. However, Trustees should be sensitive to the fact that, because of their position on the Board, they may be perceived as speaking for the Wikimedia Foundation even when they are not—which is not appropriate. Trustees engaging in these types of activities should make clear that they are acting on their own behalf, not the Wikimedia Foundation’s. For example, they should be careful to sign petitions, letters and other such documents in their own names, without reference to the Wikimedia Foundation or their position on the Board. Trustees should avoid referencing the Wikimedia Foundation or making statements that could cause others to believe that they are speaking for the Wikimedia Foundation. In some situations, when giving a presentation or interview, for example, it may be necessary to explicitly state that any opinions expressed by the Trustee are personal opinions and not necessarily those of the Wikimedia Foundation.

Violation of the campaigning and lobbying rules described above may result in (1) the imposition of tax penalties on the organization and its managers, and (2) the loss of the organization's tax-exempt status. Other federal and state laws not described in this Handbook may limit or restrict the Wikimedia Foundation’s ability to engage in lobbying and political campaign activities.

Trustees may not engage in campaigning activities on behalf of the Wikimedia Foundation. They may engage in lobbying activities on behalf of the Wikimedia Foundation only with express approval from the Wikimedia Foundation’s Treasurer (i.e. Chief Financial Officer) and the General Counsel.

Please review the Wikimedia Foundation’s Bylaws for more specific information about the power and responsibilities of the Board of Trustees.

Further background readingEdit

See below for more information about the Wikimedia Foundation and the Wikimedia movement.

The role of the BoardEdit

The Wikimedia Foundation is an entrusted steward within the Wikimedia movement. The Board's role (and legal obligation) is to oversee the management of the organization and ensure that it fulfills its mission and responsibilities as a steward. To help do this, the Board maintains a strong connection to the Wikimedia communities. For example, the Wikimedia Foundation’s Bylaws reserve half of the maximum Board seats for candidates selected by the communities and affiliates, and appointed by the incumbent Trustees—an unusual requirement for a nonprofit board. Trustees are often active community members as well. That said, Trustees have a fiduciary duty to represent the Wikimedia Foundation’s interests above all during their service on the Board—not just the interests of affiliates or certain parts of the communities.

Florida law requires Board oversight of the Wikimedia Foundation’s operations,[8] as do the Wikimedia Foundation's Bylaws.[9] The Board also oversees the exercise of the organization's "corporate powers," which means the power to operate as a nonprofit corporation and take actions that have legal consequences such as: appointing officers and agents; adopting, amending and repealing Bylaws; buying, selling, or leasing real and personal property; owning and licensing patents, copyrights and trademarks; hiring and firing employees; entering contracts; suing and being sued; and raising, borrowing, lending, investing and donating money for corporate purposes.[10]

Effective Board oversightEdit

The Board's role is oversight, not day-to-day management. Good Trustees enable good management by the Chief Executive Officer and staff. They do not manage the organization themselves or interfere in its day-to-day operations. The Board's oversight role includes decision-making, monitoring and leadership.

In its decision-making capacity, the Board should:

  • Define, review, and revise the Wikimedia Foundation’s vision, mission and values when appropriate;
  • Determine the Wikimedia Foundation’s long-term strategy and goals;
  • Draft, review, and approve high-level policies (when the Board believes it is appropriate);
  • Select, evaluate and (if necessary) remove the Chief Executive Officer; and
  • Determine the Chief Executive Officer's compensation, using a process that relies on relevant data and involves independent review.

In its monitoring capacity, the Board should:

  • Evaluate how well the Wikimedia Foundation is fulfilling its vision, mission and values;
  • Evaluate risks to the Wikimedia Foundation and its vision, mission and values;
  • Review performance metrics for goals and projects;
  • Monitor the Wikimedia Foundation’s financial performance and use of assets;
  • Evaluate the adequacy of the Wikimedia Foundation’s internal controls and financial reporting;
  • Oversee compliance with legal obligations and the Wikimedia Foundation policies; and
  • Advise the Chief Executive Officer and senior staff, drawing on relevant Trustee expertise.

In its leadership capacity, the Board should:

  • Articulate the Wikimedia Foundation’s vision, mission and values to the public;
  • Communicate the Wikimedia Foundation’s direction and activities to the communities;
  • Support and advise the Chief Executive Officer and senior staff without micromanaging;
  • Maintain the legal and ethical integrity of the organization;
  • Recruit and orient new Trustees; and
  • Cultivate Board diversity.

If a Trustee has any questions about the proper way to engage with staff, they should speak with the Chair, Chief Executive Officer, Treasurer, or Secretary, as appropriate.

Board compensation and time commitmentEdit

The Wikimedia Foundation Trustees are not compensated for their Board service,[11] and are not permitted to receive any personal financial benefit from the Wikimedia Foundation’s funds or other assets.[12] However, Trustees may be reimbursed for reasonable and appropriate expenses incurred in connection with their Board service. For more information about the Wikimedia Foundation’s guidelines regarding travel and expenses, please see below.

Trustees should expect to spend around 150 hours per year on Board business. They should ensure their willingness and ability to make that time commitment before agreeing to join the Board. Trustees who are selected to serve as officers of the Wikimedia Foundation, particularly the Chair, should expect to devote even more time.

Community participationEdit

Some Trustees are active in the Wikimedia communities, as editors, administrators, or in other movement roles. However, because this is not mandated of Trustees, it is not included in the estimate of the time commitment required for Board business. This is work that some Trustees choose to do in addition to their Board service; they do it in their capacities as individuals, not as Trustees.

It is important for legal reasons that Trustees understand and maintain this distinction between Board work and community participation. For example, Trustees who are active in the Wikimedia communities as editors, administrators, or in other movement roles should consider using a separate account for any Board activity and including clear disclaimers in their communications on their personal and Board accounts (similar to those used by Wikimedia Foundation staff), such as:

Although I am a member of the Board of Trustees of the Wikimedia Foundation, contributions under this account do not necessarily represent the actions or views of the Board or the Foundation unless expressly stated otherwise. For example, edits to articles or uploads of other media are done in my individual, personal capacity unless otherwise stated.

Professional developmentEdit

Trustees are encouraged to participate in professional development activities to enhance their knowledge and skills as Trustees. Professional development includes leadership skills, governance training and language support (for those for whom English is not their primary language). Activities include attending classes, seminars and conferences, reading books and other resources and subscribing to relevant newsletters and publications. The Wikimedia Foundation will cover the cost of appropriate professional development activities, with advance approval from the Chair of the Human Resources Committee. The Wikimedia Foundation also offers individual professional development coaching opportunities for Trustees. Trustees who would like to receive professional development coaching should contact the Chief Executive Officer to discuss.

Building a strong and diverse BoardEdit

Recruitment of new Trustees is an important part of the Board's duties. The ideal Board includes a diverse group of people from different backgrounds and with different skills who have the desire, experience and ability to help the Wikimedia Foundation fulfill its mission. Building an ideal Board requires thoughtful recruitment of new Trustees.

The Wikimedia Foundation’s Board usually engages in an annual self-assessment process to evaluate its performance, identify areas for improvement or needed expertise and assess its composition in terms of diversity in backgrounds and experience. The Board often shares its conclusions on these issues with the Wikimedia communities in part to assist in the selection of future Trustee candidates.

Qualifications required by law and BylawsEdit

Trustees must be at least 18 years old.[13] Also, under the Wikimedia Foundation’s Bylaws, Trustees must resign from any board, governance, or paid positions at the Wikimedia Foundation, chapters, thematic organizations, and user groups for the duration of their terms as Trustees, but may continue to serve chapters, thematic organizations, and user groups in an informal or advisory capacity.[14] As a matter of good practice, Trustees should resign from all other governance positions within the Wikimedia movement as well, even if not specifically required to do so by the Bylaws.

Desirable skills, experience and traitsEdit

The following skills, experiences and traits are desirable in a Trustee:

  • Affinity for the mission and mission-related skills: The Board's primary function is to ensure that the Wikimedia Foundation fulfills its mission. Passion for the mission and respect for the Wikimedia communities are essential and mission-related skills are very helpful.
  • Integrity: Trustees should understand and respect their legal duties of care and loyalty (as explained below) and their responsibilities as stewards of the Wikimedia communities.
  • Collegiality: The Board acts as a collective body, so Trustees should be team players, respectful of others and tolerant of dissent but able to create and abide by consensus decisions. Trustees must understand the distinction between actions as a Board and actions by Trustees as individuals.
  • Leadership: The Board's role is one of oversight and high-level strategic planning. The ability to think strategically, focus on big picture issues, and avoid micro-managing is highly desirable.
  • Commitment: Trustees should be engaged with, and actively participate in, Board meetings, committees and other Board activities and be willing to follow through on Board tasks. Trustees are not compensated for their services, so a high level of commitment to the Wikimedia Foundation and the Wikimedia communities is required.
  • Relevant skills: Nonprofit veterans, community or corporate leaders and individuals with needed skills relevant to Wikimedia, including fundraising, accounting, public policy, advocacy, public speaking, human resources, governance, legal, technology and internet product development skills can be valuable assets to the Board.
  • Diversity in background, language and culture: The Board's composition should reflect the global nature of the Wikimedia movement and the Wikimedia Foundation’s commitment to diversity.

Background checks and secondary source review for TrusteesEdit

As an essential aspect of good governance, due diligence, and the Board’s duty of care, all candidates selected for the Board for the first time must undergo a background check before they may be appointed to the Board. For Trustees who serve more than one term, background checks will be renewed approximately every four to six years.

At the direction of the Secretary of the Board, a Wikimedia Foundation human resources staff member coordinates the background checks. Typically, the checks are conducted by an independent company and only after the candidate or Trustee (in the case of a renewal background check) has consented and provided the required information, such as identifying information, residential and employment history and other relevant information. The process normally takes about one week for US-based searches and two to three weeks for international searches. It may involve a search of public and private records, including school, employer and licensing and law enforcement authority records.

In the unlikely event that a background check reveals information indicating that a candidate or Trustee might not be qualified to serve on the Board (for example, an unsuitable criminal record, falsified credentials, or some other issue that makes them dangerous, unqualified, or unfit for the position), the Secretary would raise the potentially disqualifying issue with the Board Chair to determine what, if any, action is appropriate. The information may also be shared with the Board to determine whether an invitation to join the Board would be appropriate.

Additionally, at the direction of the Secretary of the Board, a Wikimedia Foundation Communication staff member will prepare a secondary source review (including press and other sources). The secondary source review may be conducted by an outside company. The secondary source review—in combination with the background check—may need four or more weeks to complete and review. The Chair or Vice Chair will share the results of the secondary source review with the Board as appropriate, and the Board may use this information to determine if a candidate is qualified.

Number of Trustees; election to the Board; new TrusteesEdit

Number of TrusteesEdit

The Bylaws specify that the Board should consist of 9 to 16 Trustees. Of the 16 authorized seats on the Board, up to eight (8) are selected through a Community and/or Affiliate nomination process, up to seven (7) are selected by the Board directly, and one (1) is reserved for Wikipedia’s founder, Jimmy Wales. The Board may continue to conduct business while some seats are vacant, as long as there are three active Trustees.[15]

In addition, the Board includes three non-member officers who are appointed by the Board: the Chief Executive Officer, Secretary and Treasurer. These non-member officers participate in Board meetings but do not have voting rights and do not count towards either the minimum number of Trustees or a quorum required by law.

The Wikimedia Foundation’s Bylaws require that the Board not appoint more Board-selected trustees than Community- and Affiliate-selected trustees.[16] This requirement reflects one way that the Wikimedia Foundation participates in the Wikimedia communities and illustrates the Wikimedia Foundation’s commitment and accountability to those communities. Once selected, Trustees must exercise their duty of care by ensuring that the selected candidates meet the requirements for Board service and the needs of the Board. Assuming they do, the Board will appoint the selected candidates to the Board.

Trustee term length and limitsEdit

Pursuant to the Bylaws, all Board terms are limited to three years. Any Trustee, except the Founder, may not serve more than three consecutive terms. A Trustee who has reached the term limit is only eligible to re-join the Board after 18 months away from the Board.[17] The Founder also has a three-year term, but is not subject to the term limit.

Selection for the BoardEdit

Trustees selected by the communities and affiliatesEdit

Eight Trustees are selected by the Wikimedia communities and affiliates. The Board determines the dates and rules for their selection, as well as who is qualified to vote. An Elections Committee made up of community members and staff advisors facilitates the selection process and advises the Board on the rules, procedures, and timeline. You can read more about the process on the Meta page on Board Elections.

The Board appoints the successful candidates, provided that, in the Board's judgment, they meet legal and other requirements for Trusteeship. If the Board determines that a community-selected candidate does not meet these requirements, the Board may not appoint the candidate. Instead, the Board will declare a vacancy and appoint the candidate who received the next highest number of votes and meets the requirements.

The Wikimedia Foundation places a high value on the interests of the Wikimedia communities and movement organizations. However, community-selected Trustees are required by law to represent the interests of the Wikimedia Foundation. They must resign from any board, governance, or paid positions at the Wikimedia Foundation, chapters, thematic organizations, and user groups for the duration of their terms as Trustees, but may continue to serve chapters, thematic organizations, and user groups in informal or advisory capacities.[18] As a matter of good practice, Trustees should resign from all other governance positions within the Wikimedia movement as well, even if not specifically required to do so by the Bylaws.

Founder TrusteeEdit

One seat on the Board is reserved for Wikipedia’s Founder, Jimmy Wales. The Board may appoint the Founder for successive three-year terms, and there is no term limit to reappointment. If the Founder is not reappointed, this seat will be vacant.[19]

Trustees selected by the BoardEdit

The remaining seven Trustees are selected and appointed by the Board for three-year terms. As with all other Trustees, these Board-selected members must meet the requirements for Trusteeship described in this Handbook.[20]

To ensure a comprehensive, global search for candidates who meet these requirements, an external search firm may be retained to identify potential candidates. The value of using a search firm lies in the ability to create a large candidate pool based on referrals and other sources, analyze the pool to identify the highest quality candidates and present a shortlist of those candidates for the Board's consideration. The Board and the candidates then have an opportunity to meet and learn more about each other. The candidates learn more about the Wikimedia Foundation and the Wikimedia movement through conversations with Trustees and senior staff, and are given the chance to experience the Wikimedia projects and interact with the Wikimedia communities as opportunities arise. Once the Board and the candidate are satisfied there is a mutual fit, the invitation, appointment and onboarding process described below proceeds.

Selection and reappointment of sitting TrusteesEdit

Trustees should recuse themselves from Board decisions and discussions related to their own selection or reappointment. Recusal helps to avoid the appearance of sitting trustees having undue influence over the Board’s decisions that affect them personally. When Board-selected trustees’ terms are expiring and the Board is considering reappointing them, the trustees should step out of the discussion (physically or virtually) to allow the Board to discuss and make a decision about their reappointment without their presence. When community- and affiliate-selected trustees’ terms are expiring and they may declare their candidacy to be selected for another term, the trustees should not participate in any Board discussions or decisions regarding that year’s selection process.

Appointment and onboarding of new TrusteesEdit

The process for appointing and onboarding newly selected Trustees is described below. The Secretary is responsible for each step in the process, except as noted below. Following a candidate's selection to the Board, the following steps should be carried out:

  • Interview. The full Governance Committee (or members determined by the committee), as well as other Trustees should meet with candidates to ask pertinent questions, and then provide a recommendation for the Board. In exercising its duty of care, the Board should ensure that a candidate is qualified to serve on the Board according to its requirements, needs, and the law.
  • Background check and secondary source review. For final candidates, a background check and a secondary source review will be carried out, under the direction of the Secretary, to check press and other sources. The Secretary will raise any potential concerns arising from the background check with the Chair and the Board (if necessary).

The Board will allow a minimum of four weeks for the secondary source review, coordinated by Wikimedia Foundation Communication staff, and background check, coordinated by Wikimedia Foundation HR staff, both with the support of a service provider as needed. The Chair or Vice Chair will raise the results of the secondary source review with the Board as appropriate. The Chair or Vice Chair may waive the secondary source review with a written notice to the Secretary.

  • Invitation. The Chair sends a letter of invitation to the newly selected Trustee.
  • Acceptance. The Chair notifies the Secretary when the invitation has been accepted.
  • Board resolution. The Board passes a resolution appointing the new Trustee.
  • Orientation process. Under the direction of the Secretary, the orientation process includes the following steps:
    • Emails and wiki accounts activated. At the direction of the Secretary, Wikimedia Foundation IT staff create email and wiki accounts for the new Trustee and arranges for systems access according to the Onboarding Permissions Protocol.
    • Complete Conflict of Interest and other forms. The Secretary has the new Trustee complete and return the following forms by the next Board Meeting:
    • Provide Board information and orientation. The Secretary provides the new Trustee with Board-related information, including the Board Handbook, the Board calendar, and information about the Board mailing list, Board wiki, Wikimedia-l, Wikimedia Announce-l, and Meta-wiki. The Secretary ensures new Trustees have access to governance training and cultural orientation as needed within the first three months on the Board.
  • Press release and public profile are prepared and published with the resolution. Wikimedia Foundation Communications staff drafts a press release and coordinates with the new Trustee on the drafting of their public profile. The press release, public profile and Board resolution appointing the new Trustee are made public.

Board officers and Board assistantsEdit

The Wikimedia Foundation’s Bylaws specify five officer roles: a Chair, Vice-Chair(s), Chief Executive Officer, Treasurer and Secretary.[21] Additional staff positions, including the Board Liaison, the Travel Coordinator, legal counsel, and paralegals, may provide advice and administrative assistance to the Board.

Election of Board OfficersEdit

The Board will elect, by majority vote, one Trustee to serve as Chair and one or two members to serve as Vice-Chairs for three-year terms. These terms renew automatically until the Chair and Vice-Chair resign or are replaced by a majority vote of the Board.[22]

The Board should also elect, by majority vote, three non-Trustees to serve as Chief Executive Officer, Secretary and Treasurer. Their terms shall continue until they resign or are replaced by a majority vote of the Board.[22] Traditionally, the Board appoints the Foundation’s CEO as Chief Executive Officer (a non-member officer position with the same name, its duties are described below), the Foundation’s Chief Financial Officer as Treasurer, and the Foundation’s General Counsel as Secretary.

The Executive Committee will facilitate the Board committee appointment process and review the Board’s officer positions as needed. Typically, the Executive Committee, with the support of staff, will speak with each Trustee about which committees they would like to join. The Executive Committee, often led by the Board Chair and/or Vice-Chairs, will draft a proposed slate and then provide the slate to the full Board for review. The Board votes on a resolution affirming the new slate, which is then published to indicate the officers (as well as committee members, committee chairs and board liaisons for the community committees) for the year.

Duties of ChairEdit

The Chair has the following duties:[23]

  • Preside over all Board meetings;
  • Provide general supervision of the Wikimedia Foundation’s activities, including the Board operations;
  • Make "reports to the Board of trustees at meetings and other times as necessary to keep trustees informed of corporation activities";[23]
  • Sign instruments on behalf of the Wikimedia Foundation consistent with their delegated financial and spending authority;[24]
  • Perform other duties assigned by the Board, including:
    • Working with the Chief Executive Officer:
      • Coordinating the Chief Executive Officer's annual review, in conjunction with the Human Resources Committee;
      • Working with the Chief Executive Officer to prepare the agenda for Board meetings;
      • Overseeing searches for a new Chief Executive Officer;
    • Facilitating activity of the Board:
      • Calling special Board meetings as necessary;
      • Consulting with Trustees on their roles;
      • Working with the Board to recruit new Trustees;
      • Reviewing and approving Board spending;
      • Assisting the Audit Committee;
      • Coordinating new Trustee orientations;
      • Reaching out to any Trustee who has not voted within the voting period;
      • Facilitating, leading and finalizing the Board's selection and invitation of Board visitors and coordinating Board visitor logistics with the support of the Board Liaison;
      • Helping the Board assess its performance annually;
      • Ensuring that Board resolutions are implemented;
      • Ensuring that the Board is informed of the Wikimedia Foundation activities; and
    • Acting as a spokesperson for the Wikimedia Foundation as necessary.

Duties of Vice-Chair(s)Edit

The Vice-Chairs have the following duties:[25]

  • Assume the powers and duties of the Chair when the Chair is absent or unable to perform their duties; and
  • Other duties, as assigned by the Chair or the Board.

Per Bylaws, If there are two Vice Chairs, the Chair shall specify which Vice Chair takes priority when the Chair is absent.

Duties of Chief Executive OfficerEdit

The Wikimedia Foundation is similar to many non-profit organizations in that the Chief Executive Officer also serves in a non-member officer position. Having the Chief Executive Officer serve as an officer generally results in more informed decision-making, improved relations between the Board and the organization and increased authority and credibility for the Chief Executive Officer in the eyes of the public, which, in turn, improves the public perception of the organization. The Chief Executive Officer's non-member officer position means that they do not have voting rights, which prevents potential conflicts of interest between the Board and the Chief Executive Officer and strengthens the separation between governance and day-to-day management.

The Chief Executive Officer has the following duties:[26]

  • Act as Chief Executive Officer of the Wikimedia Foundation responsible for managing the organization, subject to the Board's direction and control, with primary responsibility for implementing its strategic plans and policies;[27]
  • Work with the Chair to enable the Board to fulfill its governance function, including ensuring that Board resolutions and directives are followed;
  • Advise and inform the Board to assist and support it in its decision-making, including its creation and oversight of policy and strategy;
  • Sign instruments on behalf of the Wikimedia Foundation, consistent with their delegated financial and spending authority[24];
  • Other duties assigned by the Board, which include:
    • Working with the Board to craft the Wikimedia Foundation’s strategic vision and align organizational resources;
    • Setting an effective agenda and ensuring that performance goals are met;
    • Overseeing administrative procedures to maintain fiscal accountability and control, fair and legally-compliant personnel practices and efficient operations;
    • Overseeing fundraising and donor management activities;
    • Developing other revenue sources, including business arrangements and funding proposals;
    • Developing and maintaining effective working relationships with Board;
    • Serving as a mentor to staff;
    • Creating and managing the annual budget;
    • Ensuring compliance with all applicable regulations;
    • Representing the organization and serving as its public face as appropriate;
    • Overseeing marketing, public and media relations and issues management activities; and
    • Ensuring appropriate information flow inside and outside the organization.

Duties of SecretaryEdit

The Secretary, a non-member officer position, has the following duties:[28]

  • Maintain corporate records, including all Board records and ensure their accuracy and safety;
  • Provide legal and governance advice and risk assessments to the Board as needed;
  • Prepare, certify and maintain minutes for each Board meeting in accordance with the Agenda and Minutes Protocol;[29]
  • Authenticate documents;[30]
  • Maintain the corporate seal;
  • Ensure legal compliance with any notices required by the Wikimedia Foundation’s Bylaws or by the law;
  • Update this Handbook to reflect changes in the Board practices, its Bylaws, or the law;
  • Onboard new Trustees; and
  • Carry out other duties assigned by the Chair or Board, including any other Secretary's duties described in this Handbook.

The Secretary may delegate and revoke certain duties as necessary.[31]

Duties of TreasurerEdit

The Treasurer, a non-member officer position, has the following duties:[32]

  • Review the Wikimedia Foundation’s financial operations in conjunction with the Chair of the Audit Committee;
  • Work with the Chief Executive Officer to ensure that appropriate financial reports are prepared and made available to the Board;
  • Review reports to the Board on key financial events, trends, concerns and assessment of fiscal health;
  • Advise the Board on financial matters, including audits and the Board's financial responsibilities;
  • Review the annual budget that is presented to the Board for approval;
  • Take custody of and responsibility for the Wikimedia Foundation funds;
  • Oversee and maintain the the Wikimedia Foundation insurance portfolio;
  • Receive, deposit and transfer the Wikimedia Foundation funds consistent with their delegated authority;[24] and
  • Carry out other duties assigned by the Chair or Board, which include: working with the Chief Executive Officer and staff to develop and implement appropriate financial controls and processes; and serving as staff liaison to the Audit Committee.
  • Serving as staff liaison to the Audit Committee.

The Treasurer may delegate certain day-to-day duties, as the Treasurer and the Board deem appropriate, provided that the delegation is in writing.[32]

Board assistantsEdit

The Board may call upon two other staff members for assistance: the Board Liaison and the Travel Coordinator.

Board LiaisonEdit

The Board Liaison has the following duties:

  • Provide technical and administrative assistance in scheduling Board meetings (including call-in information);
  • Provide general operational and administrative support during Board meetings and events (including Board dinners);
  • Support the Secretary in their duties, including the preparation and delivery of the Board draft agenda and documents for Board meetings; and
  • Support Trustees in processing their travel reimbursement requests (including acting as a liaison with the Travel Coordinator) and handling other administrative matters.

Travel CoordinatorEdit

The Travel Coordinator is usually a Wikimedia Foundation staff member who arranges travel for the Wikimedia Foundation, assigned by the Treasurer/ CFO from the Travel Team. Trustees should schedule their official travel directly through the Travel Coordinator. Trustees must follow the Travel Policy and Travel Approval Policy.

Board committeesEdit

The Board may establish and delegate tasks to formal Board committees.[33] Under Florida law and the Wikimedia Foundation’s Bylaws, the Board may delegate any task to a formal Board committee, except that a committee is not permitted to (1) fill vacancies on the Board or any committee; or (2) adopt, amend, or repeal the Bylaws.[34]

Formal Board committees must be created by resolution and approved by a majority of the Board.[34] Florida law requires that each such committee have at least two members, all of whom are Trustees and who serve on the committee at the pleasure of the Board. The Board may also designate alternates to act in place of absent committee members. [35]

The rules for meetings, notice and waiver of notice and quorum and voting requirements that apply to the Board generally also apply to formal Board committees.[36] Committees should also follow the processes outlined in the committee's charter, and may speak with the Secretary if there are any questions about procedure.

Each formal Board committee has a charter, which describes the purpose, responsibilities, operations, membership and selection process for the committee and the powers and duties of the committee chairs. Tasks delegated to a Board committee should be within the scope of the charter of that committee unless the Board decides otherwise.

The Wikimedia Foundation also has advisory committees, which do not need to include Trustees as voting members and do not exercise Board authority. The role of advisory committees is to make recommendations to the Board on specific issues.

As discussed in the section on duty of care, Trustees must continue to exercise their duty of care even with regard to issues that are delegated to a committee. For example, Trustees must exercise the duty of care when they review recommendations from the Affiliations Committee on recognizing new movement organizations and recommendations from the Governance, Audit and Human Resources Committees.

Formal Board committeesEdit

There are six formal Board committees: the Executive Committee, the Audit Committee, the Community Affairs Committee, the Product and Technology Committee, the Talent and Culture Committee and the Governance Committee.

Executive CommitteeEdit

This committee serves as the primary coordinating and oversight committee for the Board. It is responsible for organizing officer elections, recommending Board committee appointments, setting meeting agendas, and other activities relating to general Board effectiveness. The Executive Committee keeps track of the work of the other committees, to identify areas where their work intersects and should be coordinated.

The Executive Committee is available for the Board to delegate decision-making on matters between meetings that require Board review but that do not require full board approval. Examples of such matters could include approving communications from the Board and coordinating trustees’ involvement in movement and Foundation events. As with all other committees, the Executive Committee only has authority to act on behalf of the Board when the Board explicitly delegates that authority. The Board can choose to delegate additional authority to the Executive Committee in times of crisis or emergency when convening or obtaining unanimous written consent from the entire Board is difficult, though in such situations the Chair already has authority to call a special meeting on short notice. Matters of core Board responsibility, such as appointing and removing Trustees, approving revisions to the Bylaws, and approving CEO compensation, are never delegated to the Executive Committee.

Rather than having its membership decided by the Board directly, the Executive Committee is composed of all the Trustees in other Board leadership roles. The membership of the Executive Committee is be the Chair, the Vice Chair(s), and the chairs of each of the other committees. The Board Chair is also be the chair of the Executive Committee.

Audit CommitteeEdit

The Audit Committee assists the Board with oversight of financial and accounting issues, including audits. You can read the full list of the Audit Committee's responsibilities in the Audit Committee Charter.

Community Affairs CommitteeEdit

The Community Affairs Committee aims to assess, explore and address current and future community-related efforts. It works with both Wikimedia Foundation staff and the wider Wikimedia community in order to bridge conflicts and offer guidance, with a main goal of continuously improving the relationships between the Wikimedia Foundation and its wider community, as well as working jointly to achieve the mission and vision of the Wikimedia Movement, while considering the different needs of the Wikimedia Foundation, our communities and users around the world.

The Community Affairs Committee's scope and responsibilities are laid out in its charter.

Product and Technology CommitteeEdit

The Product and Technology Committee assesses and explores current and future product development efforts to continuously improve the value that Wikipedia as a platform, and its sister projects, deliver to its community and users around the world. The Product and Technology Committee also and facilitates communications between Trustees and the Foundation’s Product and Technology departments.

Its scope and responsibilities are laid out in its charter.

Talent and Culture CommitteeEdit

The Talent and Culture Committee assists the Board with oversight of personnel policies and practices. This includes assisting the Board in evaluating the Chief Executive Officer's performance and setting the Chief Executive Officer's compensation, reviewing compensation policies for Wikimedia Foundation staff, and reviewing the Wikimedia Foundation recruitment, training and performance evaluation programs. You can read the full list of the Talent and Culture Committee's responsibilities in the Committee Charter.

Executive compensation mattersEdit

The entire Board is required to vote on matters of executive compensation. Section 4958 of the U.S. Tax Code and related regulations provide a procedure under which the Board can create a "rebuttable presumption" of reasonable compensation when it approves the compensation in advance according to certain procedures. This is a version of the business judgment rule (explained below). The presumption puts the burden on the IRS to prove otherwise in case of any challenge, which helps protect the Board and individual Trustees from legal liability. In general, the process requires independent Trustees to approve the compensation arrangement in advance of the compensation taking effect, to rely on comparable compensation data, and to document the decision in the minutes of the meeting.

Therefore, before approving executive compensation, Trustees should be provided the finalized agreement for review, a presentation summarizing the agreement, comparable compensation data, and a proposed resolution that meets all legal requirements. The Board may also wish to receive outside independent legal advice. Because this is a private employment matter, the agreement must be kept confidential. Since the resolution and minutes often refer to the substance of the agreement, those documents are often recorded privately and kept in the corporate books.

Governance CommitteeEdit

The purpose of the Governance Committee is to ensure that the Board fulfills its legal and fiduciary obligations (as advised by the Secretary) and to improve the Board's governance, efficiency and effectiveness over time.

As indicated in the Governance Committee Charter ("Charter"), the Governance Committee's responsibilities include evaluating the Board as a whole, managing the officer election process, reviewing the non-member officer positions of Treasurer and Secretary, facilitating the committee appointment process and reviewing the Foundation's Bylaws and Conflict of Interest Policy, in consultation with the Chief Executive Officer and the Secretary.

Advisory committeesEdit

There are three advisory committees. These committees do not exercise Board authority but may make recommendations to the Board and may include community members and other professionals who are not Trustees provided that the committee membership is approved by the Board.[33]

Affiliations CommitteeEdit

The Affiliations Committee (AffCom) approves the recognition of new user groups, and advises the Board on the approval of new chapters and thematic organizations. AffCom helps these groups organize by assisting them with governance, technical, administrative, and community-building issues.

The committee can have between five and fifteen voting members. Members serve two-year terms, which may be extended. The committee also has an unspecified number of non-voting advisers, appointed by the committee or the Board. This includes two non-voting members of the Board who act as board committee liaisons. These liaisons are responsible for facilitating communication between AffCom, the Chief Executive Officer, and the Board to ensure the effective and coordinated flow of relevant information, positions and perspectives, and for providing advice to the committee.

Language CommitteeEdit

The Language Committee is charged with developing a policy and documentation for new language projects, processing requests for projects and supporting them to maximize their success. The Language Committee normally includes one or more non-voting members of the Board who act as board committee liaisons.

Elections CommitteeEdit

The Elections Committee supports the regular election process for candidates for the community-selected seats on the Board. The Board Governance Committee appoints a minimum of five voting members of the committee for two-year terms, and the Chief Executive Officer may appoint at least two non-voting staff advisors. The committee should meet at least once per year.

The committee makes recommendations to the Board about the rules and procedures for voting, candidates, timeline, and other factors for elections.

Task Forces and Working GroupsEdit

The Board has the authority to create Task Forces or Working Groups, which are created on an "as needed" basis to handle a particular issue. These are not permanent committees of the Board. For example, in 2022, the Board created the Board Selection Task Force to provide Board oversight for the 2022 trustee selection process.

Resignation and removal of Trustees; Board vacanciesEdit

Resignation of TrusteesEdit

Trustees may resign at any time by giving written notice to the Board, Chair, or Chief Executive Officer. Resignations are effective upon acceptance, unless a later date is specified in the notice.[37] In this context, "acceptance" means acceptance of delivery of the notice as opposed to acceptance of the resignation itself.[38] Acceptance of the resignation itself is not required, since Trustees have a right to resign at any time.

Removal of TrusteesEdit

Any Trustee may be removed from their position at any time, with or without cause, by a majority vote of all members of the Board then in office.[39] This applies to all members of the Board, including Trustees selected by the communities and affiliates.

Florida law specifies that Trustees may be removed "without cause." However, that does not mean that Trustees may be removed for discriminatory or other unlawful reasons, including discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age for individuals over forty years of age, military and veteran status, and sexual orientation. Rather, "without cause" means that the Board may remove a Trustee for reasons unrelated to the Trustee's conduct (provided they are lawful, non-discriminatory reasons) or for conduct that is inconsistent with that expected from Trustees but not serious enough to rise to the level of what is generally considered "cause" (such as criminal conduct, or a serious breach of fiduciary duties).

If a meeting is called to remove one or more members of the Board, the notice of the meeting must state the names of the specific Trustees proposed to be removed and otherwise comply with the meeting notice requirements described in this Handbook. Each Trustee proposed for removal must be voted on separately. If a vote results in removal of a Trustee, the vacancy shall be filled in accordance with the procedures described below. Trustees removed from the Board are not eligible to be re-elected until the next annual Board meeting. Removed Trustees must return to the Board any Wikimedia Foundation records in their possession.[40] Removal should be made effective immediately.

Resignation and removal of Board officersEdit

Officers may resign at any time by giving written notice to the Chair or Chief Executive Officer by first class mail or email at the recipient's last known address. Resignations are effective upon acceptance, unless a later date is specified in the notice.[41] As with Trustees generally, "acceptance" in this context means acceptance of delivery of the notice as opposed to acceptance of the resignation itself.[42] Acceptance of the resignation itself is not required, since officers have a right to resign at any time.

The Board may remove an officer at any time if, in the Board's judgment, it would be in the Wikimedia Foundation’s best interests to do so.[43]

Trustee and officer vacanciesEdit

In general, the Board should fill vacancies as soon as is reasonable under the circumstances.[44] However, the Board is not required by law or the Wikimedia Foundation’s Bylaws to fill vacancies immediately and may consider factors such as the length of time remaining in the term, the availability of candidates with the desired skills, backgrounds, and experience, and any other factor that is in the Wikimedia Foundation’s best interests to consider. Trustee vacancies may be filled by a majority vote of the remaining members, or the sole remaining member if only one remains. A Trustee elected to fill a vacancy serves for the unexpired part of the term.[45] These rules apply to all Trustee vacancies, except the Community Founder's seat, which must remain vacant under the Bylaws.

Under Florida law, the Board is required to have the officers identified in the Bylaws (i.e. the Chair, Vice Chair, Chief Executive Officer, Secretary, Treasurer and Board committee chairs). Therefore, the Board should act promptly to fill any vacancies in these positions by electing a replacement for the unexpired portion of the outgoing officer's term.[46]

Board visitorsEdit

Pursuant to the Board Visitors Resolution (2015), the Chair may invite staff, experts, or other guests to Board meetings as considered appropriate by the Chair. Board visitors must meet the selection criteria described in the resolution and must be approved by the Board in advance. Board visitors serve a one-year term.

Board visitors may be asked to attend select portions of the meeting. For example, Board visitors may attend Board discussions of strategic and budget matters, but may not attend executive sessions without consent of the Board. Board visitors may not vote on any Board action, and may not be included on the Board email list. Board visitors may receive the same formal materials distributed to Trustees, such as committee reports and Board minutes.

The Board Chair is responsible for facilitating, leading and finalizing the Board's selection and invitation of Board visitors. The Secretary is responsible for Board visitor logistics, with the support of the Board Liaison.

Board visitors must treat Board communications with the same degree of confidentiality required of Trustees. Board visitors must be excused from any meeting where the attorney-client privilege may be invoked, such as legal advice from the legal team or outside counsel.

Trustees' legal duties and standard of conductEdit

Fiduciary dutiesEdit

Under Florida law, a Trustee has a legal duty to act in good faith, with the care that an ordinarily prudent person would exercise in similar circumstances and in the best interests of the Wikimedia Foundation.[47] This obligation is typically described in terms of three broad fiduciary duties: (1) the duty of care and good faith; (2) the duty of loyalty; and (3) the duty of obedience.

Duty of care and good faithEdit

The duty of care and good faith requires a Trustee to be an active and diligent participant in Board activities. This includes:

  • Complying with the law and corporate formalities: Trustees must make best efforts to ensure that their conduct, the Board's conduct and the Wikimedia Foundation’s conduct comply with applicable state and federal laws, Bylaws, resolutions, policies, guidelines and any other corporate formalities. Trustees should ask questions and be informed on how the Wikimedia Foundation and the Board identify and address operational risks and assure compliance with the law.
  • Exercising diligence in carrying out their role: Trustees must prepare for, attend, and participate in Board and committee meetings, and be informed on matters coming before the Board or committee for review or decision. Even if the Board has a committee that is charged with a specific task, Trustees who do not sit on the committee cannot meet their duty of care with respect to those tasks by relying on the existence of the committee. A Trustee must be diligent and informed on all Board issues, even if the Trustee does not sit on the committee that handles a particular issue.[48]
  • Using informed and independent judgment: Trustees must make decisions based on the Wikimedia Foundation’s best interests, in light of all factors relevant to the topic. Trustees should take into account the views of management, outside experts, the communities and other interested parties, but not simply cede to their opinions. This means Trustees need adequate information on which to base their decisions. Proper sources of information include materials provided by management, the Board and its committees and qualified outside experts (e.g. legal counsel and accountants) acting within the scope of their expertise. A Trustee's reliance on sources of information must be reasonable in light of the circumstances. Information providers should have the appropriate level of experience and have exercised diligence in forming the principal opinions. Trustees must be satisfied that individuals on whom they rely for information and advice are competent to provide it.[49]

Duty of loyaltyEdit

The duty of loyalty requires a Trustee to put the best interests of the Wikimedia Foundation first, ahead of their own interests or those of another entity with which they are associated. A Trustee may engage in business or interests outside their work for the Board, but, in doing so, the Trustee must respect the duty of loyalty to the Wikimedia Foundation.

On a related note, Trustees must follow the Wikimedia Foundation’s Conflict of Interest Policy. That policy (1) requires individuals with a conflict or a potential conflict of interest to fully disclose that conflict; and (2) prohibits such interested persons from deliberating or voting on any matter in which they have a conflict. IRS Form 990 requires the Wikimedia Foundation to state whether it has such a policy and to ensure that it is followed. Failure to enforce the policy could subject the Wikimedia Foundation to heightened scrutiny by the IRS, donors, or other parties. Trustees must complete the Conflict of Interest Questionnaire annually and reaffirm compliance with the policy in the Pledge of Personal Commitment.

Under the Conflict of Interest Policy a direct financial transaction between the Wikimedia Foundation and a Trustee or between the Wikimedia Foundation and the Trustee’s business or family (including their spouse or domestic partner) must be disclosed to the Board. If this transaction is not approved by the Board or is otherwise unreasonable, it may be prohibited. For example, an individual grant or contract by the Wikimedia Foundation to a Trustee or a member of their family would create a potential conflict of interest. It is not prohibited, however, provided the conflict is fully disclosed and approved by the Board as a reasonable transaction, and the interested persons recuse themselves from deliberating or voting on the matter. Moreover, the policy generally does not prevent Trustees or their families from participating in organizations or activities funded by the Wikimedia Foundation (subject to the rule that Trustees must resign from paid positions and should resign from governance positions, within the Wikimedia Foundation or the Wikimedia movement), provided they do not receive any excess personal financial benefit from such participation and, if necessary, the Trustee recuses themself from Board decisions relating to such funding.

In addition, a Trustee should not take away a "program opportunity" from the Wikimedia Foundation, to the detriment of the Wikimedia Foundation, in an effort to advance the Trustee's own outside business. A "program opportunity" may include a right, contract, property interest, or expectation that the Wikimedia Foundation could rightly claim as its own. A Trustee should not put themselves in a position of competing—or potentially competing—with the programs or work of the Wikimedia Foundation to the disadvantage of the Wikimedia Foundation. Any potential conflict between an opportunity and the Wikimedia Foundation’s interest should be disclosed.

Under the Conflict of Interest Policy, if a Trustee has a personal interest in a matter coming before the Board or committee, at a minimum, such interest needs to be fully disclosed immediately to the Board or committee. Such disclosure should also be made to the Chief Executive Officer and General Counsel. A Trustee with a conflict of interest generally may not participate in any discussion or decision of a matter in which the Trustee has a conflict, although a Trustee generally has the right to explain their personal interest as part of their disclosure to the Board.

Please refer to the Wikimedia Foundation’s Conflict of Interest Policy for specific rules and procedures that the Wikimedia Foundation, its directors, officers, and key employees (as defined under IRS Form 990) must follow when actual or potential conflicts of interest arise.

The duty of loyalty also includes protecting the confidentiality of nonpublic communications and information, including nonpublic donor, user and employee information and legally-privileged communications. A Trustee cannot disclose confidential Board discussions without the agreement of the Board.

The following non-exhaustive set of principles is intended to help guide Trustees in fulfilling their duty of loyalty to the Wikimedia Foundation:

  • An individual Trustee should not take away any business or other opportunity from the Wikimedia Foundation for their own personal benefit if:
    • The Wikimedia Foundation used its personnel or facilities to develop the opportunity;
    • The Wikimedia Foundation has been involved in financing the opportunity;
    • The Wikimedia Foundation has been actively seeking the specific opportunity;
    • The opportunity is one that the Wikimedia Foundation has an interest in by reason of a preexisting relationship;
    • The opportunity has been offered directly to the Wikimedia Foundation and has not been rejected by the Wikimedia Foundation; or
    • The opportunity was offered directly to the Trustee in their role as a fiduciary of the Wikimedia Foundation.
  • A Trustee shall not improperly compete with the Wikimedia Foundation by:
    • Using the Trustee's position on the Board to prevent the Wikimedia Foundation from competing with the Trustee's own outside business interests or enterprises;
    • Using Wikimedia Foundation personnel, facilities, or funds for the Trustee's outside business interests or enterprises;
    • Using or disclosing the Wikimedia Foundation confidential information and data, including confidential Board discussions, to third parties;
    • Luring the Wikimedia Foundation work or personnel to the Trustee's outside business interests or enterprises;
    • Receiving, unknown to the Wikimedia Foundation, a commission on a Wikimedia Foundation transaction; or
    • Otherwise diverting opportunities from the Wikimedia Foundation to the Trustee's outside business interests or enterprises.

If a Trustee wishes to pursue any opportunity that may be a program opportunity of the Wikimedia Foundation or is uncertain whether a particular activity would constitute improper competition with the Wikimedia Foundation, the Trustee must disclose immediately the matter to the Board, which will, after considering all relevant information, determine whether or not the Trustee may properly pursue the opportunity or competing business.

The Board should consult with Wikimedia Foundation General Counsel to ensure proper management of the duty of loyalty and any resulting potential conflicts of interest. Often a simple statement and a process tailored by the General Counsel will help protect the Trustee and the Wikimedia Foundation.

Duty of obedienceEdit

The duty of obedience requires a Trustee to act in line with the Foundation’s mission and charitable purpose. Trustees must act in a way that is consistent with the Foundation’s goals. This includes:

  • Ensuring that Wikimedia Foundation activities further the accomplishment of the Foundation’s mission
  • Meeting all applicable not-for-profit tax requirements
  • Following all laws and codes affecting nonprofit organizations such as the Foundation; and
  • Following the organization's governing documents and Bylaws.

Business judgment ruleEdit

The Business Judgment Rule is a standard of review applied by US courts. Under the rule, there is a legal presumption that if Trustees acted in good faith and in an attempt to serve the best interests of the organization, then the decision is acceptable and reasonable, even if it ultimately harmed the organization. The purpose of the rule is to permit Trustees maximum flexibility in their decision-making provided they comply with their fiduciary obligations. The rule generally helps protect the Board from legal liability for decisions that turn out badly and reinforces the importance of complying with fiduciary obligations.

One version of the Business Judgment Rule can be found in Section 4958 of the U.S. Tax Code and related regulations. These rules create a "rebuttable presumption" that any executive compensation approved by the Board is reasonable if the approval was done in accordance with certain procedures (discussed above in the section on the Human Resources Committee). The presumption puts the burden on the IRS to prove otherwise in case of any challenge.

Trustee standard of conductEdit

In addition to meeting their fiduciary obligations, the Board expects its members to adhere to the following standard of conduct:

  • Trustees should not miss more than one in-person Board meeting per year. Trustees should seek to attend all telephone and video-conference meetings.
  • Trustees must follow the Board's Code of Conduct, including acting with due care, operating transparently, and working collaboratively.
  • Trustees must follow the Wikimedia Foundation Code of Conduct, the Universal Code of Conduct, and all other the Wikimedia Foundation policies, including the Whistleblower, Conflict of Interest, Guidelines on Potential Conflicts of Interest and Data Retention Guidelines, which are important for Form 990 purposes.
  • Trustees must follow the governance, transparency, assessment and fundraising practices described in the Board Resolution on Organizational Best Practices.
  • Trustees must comply, as explained above, with the legal rules on political campaigning and lobbying activities when acting on behalf of the Wikimedia Foundation. Violation of these rules can result in loss of an organization's tax-exempt status and financial penalties. Trustees may not engage in campaigning activities on behalf of the Wikimedia Foundation and may engage in lobbying activities on behalf of the Wikimedia Foundation only with express approval from the Chief Financial Officer and General Counsel. An internal political association guideline—formulated in collaboration with the communities—also governs the use of the Wikimedia Foundation resources for political and policy advocacy.
  • Trustees should use the appropriate channels of communication within the Wikimedia Foundation. Official Trustee communications are appropriate to the Chief Executive Officer, the Secretary and their delegates, the Treasurer and their delegates, the Board Liaison (for Board meeting scheduling and other logistics, and expense reimbursement), and the Travel Coordinator (for Board-related travel). Direct official communication with other Wikimedia Foundation staff—without coordination with the Chief Executive Officer—is not encouraged. Individual Trustees may not give work assignments to staff members without approval of the Chief Executive Officer. Trustees should keep the Chief Executive Officer informed in advance of substantive contacts with staff, other than those where the Chief Executive Officer has a legal conflict of interest.

Foreign Corrupt Practices ActEdit

The US Foreign Corrupt Practices Act (FCPA), and other US and foreign anti-corruption laws, prohibit making "corrupt payments" or bribes to US and foreign officials.[50] The Wikimedia Foundation, and anyone acting on its behalf, including the Board, must comply with these laws.

To help ensure compliance and to maintain the highest degree of integrity as an organization, the Wikimedia Foundation has adopted an FCPA Policy. This policy applies to Trustees. The policy prohibits the exchange of cash or gifts for any official favor. It precludes giving anything of value to any government official (or to a member of a public international organization, a political party, a political candidate, or their agent) for the purposes of improperly influencing official conduct in any manner. Trustees should be especially vigilant against attempts to solicit bribes in subtle ways, such as requests for "tips," "additional fees" or offers to take action "in return for a personal favor." Trustees with questions or concerns about a request from an official should contact the General Counsel for guidance.

Board meetings and the Board calendarEdit

Regular Board meetingsEdit

The Bylaws require the Board to meet "at least annually" at whatever times and places the Board "deem[s] appropriate."[51]

In practice, the Board holds four regular meetings per year, with additional special meetings called as needed. In-person meetings are often coordinated with major Wikimedia events, such as the Wikimedia Summit or Wikimania. The meetings usually last two days and include evening activities. Some Trustees arrive early or stay longer to hold additional meetings, such as committee meetings or meetings with Wikimedia Foundation staff. It is considered good practice to spend a full 24 hours in the time zone prior to the meeting, if Trustees must travel across significant time zones to attend.

Meeting dates and locations are set in one of two ways: either (1) the Board discusses the issue (i.e. potential dates for their next meeting) in person at a Board meeting, the Board Chair sets the date based on the discussion, and the Secretary records it in the minutes; or (2) the Board Liaison conducts and coordinates an online poll (such as a Doodle poll), selects the date that works for the majority of Trustees, confirms that date with the Board Chair, and then announces the date. Meeting dates are included in the Board calendar.

Executive sessionsEdit

Each regular Board meeting usually includes an executive session. As a general matter, only Trustees may attend executive sessions, though the Board may invite individuals who are not members to participate in all or part of an executive session if necessary. The Chief Executive Officer should be invited to attend at least part of all executive sessions. Executive sessions provide an opportunity for the Board to discuss issues that are best discussed initially in private, such as Board performance (as a group or on an individual basis), personnel issues and executive compensation and performance. While transparency is one of the Wikimedia Foundation’s core values which the Board shares, good governance requires that these types of discussions be kept confidential to promote Board independence as well as open and robust debate among Trustees. Minutes should be taken if the Board takes action at an executive session that should be preserved for organizational or legal reasons, such as the passage of a resolution. Minutes are not otherwise taken during Executive Sessions.

Special Board meetingsEdit

The Chair, a Vice-Chair, or any two Trustees may call for a special Board meeting and set the time and place of the meeting.[52] Special Board meetings must be held in person or through a means of communication that allows all Trustees to hear each other simultaneously, such as teleconference or web conference. A special Board meeting requires at least two days notice, as described in more detail below.

When holding a meeting by teleconference or web conference, the Board should:

  1. Begin the meeting with a verbal roll call, where each Trustee individually confirms that they are present and can properly hear the meeting;
  2. Verify a quorum is present;
  3. Vote verbally on each action by asking each Trustee to individually state their vote; and
  4. Prepare, certify, and maintain minutes in accordance with the standard protocol.

Please read below for details on how to hold such meetings consistent with applicable law.[53]

Fiscal year and Board calendarEdit

Unlike the calendar year, the fiscal year for the Wikimedia Foundation commences on July 1 of each year. The Wikimedia Foundation budget accordingly is approved by the Board every year by July 1. The Wikimedia Foundation quarters are therefore:

  • July 1-September 30 (first fiscal quarter—Q1)
  • October 1-December 31 (second fiscal quarter—Q2)
  • January 1-March 31 (third fiscal quarter—Q3)
  • April 1-June 30 (fourth fiscal quarter—Q4)

Discussions outside of Board meetingsEdit

Outside the Board's regular and special meetings, the Board may hold discussions on the Board email list or on the Board wiki. None of these discussions, however, can legally constitute an official Board meeting (which requires that all participants be simultaneously heard in-person, on telephone, or in video-conference).

  • Board-l (board-l@lists.wikimedia.org) is a private email list for Board discussions and announcements. Board-l is the primary venue for announcing meetings, proposing or discussing resolutions and distributing meeting material. Board-l includes all of the Trustees and a small number of staff who support the Board (the Chief Executive Officer, the Secretary of the Board and select support staff).
  • The Board wiki is a private collaborative website for the Board. The Board wiki is used to draft and maintain internal documents and discussions. The Board may prepare, discuss and unanimously approve resolutions on the Board wiki.

Procedures for Board meetings and votingEdit

Importance of understanding and following proceduresEdit

It is important that Trustees understand the procedures the Board must follow when it conducts business. These procedures are legally required and failure to follow them can have adverse legal consequences. Trustees should refer to the Wikimedia Foundation’s Bylaws for specific rules governing Board meetings, voting, notice, quorum, and other steps for conducting its business.

For example, Board business is generally conducted at Board meetings. These include regular Board meetings, which take place approximately once per quarter and special Board meetings, which the Board holds from time to time to discuss specific issues.

The word "meeting," however, has a specific meaning in this context and not all communications among Trustees qualify as Board meetings. As explained in the rest of this Section, certain procedures must be followed for a communication to qualify as a Board meeting.

A Board text chat—even a regularly scheduled one—will not qualify as a Board meeting. It is important to understand this distinction because there are some actions that the Board may take only at a Board meeting. If the Board attempts to take such an action during a text chat that does not qualify as a meeting, the action may not be valid.

Some Board actions do not require a meeting and may be done by "consent resolution" instead. However, as explained below, this is only true in certain circumstances and proper consent resolution procedures must be followed.

Understanding proper procedures is also important when it comes to voting. All Board actions, whether at a meeting or by consent resolution, require a vote and proper voting procedures must be followed if the action is to be valid.

The purpose of this Section is to explain the procedures that apply to Board meetings, actions and voting.

Notice of meetingsEdit

Notice of regular Board meetingsEdit

Notice of regular Board meetings is not required under Florida law.[54] The law assumes that an organization's Bylaws or other governing documents will include the dates, times and places of regular Board meetings, making additional notice unnecessary. [55] In the Wikimedia Foundation’s case, the Bylaws and articles of incorporation do not specify where and when regular Board meetings take place. However, regular Board meetings are typically scheduled weeks or months in advance and published on the Board wiki and Board calendar. A good practice is to provide for a minimum two-week notice period.

Notice of special Board meetingsEdit

A special meeting of the Board may be called by the Board Chair, the Vice-Chair, or any two Trustees. The person or persons who calls the meeting may choose the place for holding the special meeting.[56] Trustees must receive written notice of a special Board meeting at least two days before the meeting, unless the Trustee has waived the right to receive notice.[57] The notice must be sent by First class mail or email (preferably) to the Trustee's last known address.[52] The notice must include the date, time, place and purpose of the meeting.[58] Below is an example of an acceptable form of notice:

Dear Trustees,

A special meeting of the Board of Trustees of the Wikimedia Foundation will be held by telephone on _____, 2016 beginning at __:__ UTC. Call-in instructions will be sent shortly to you as part of this notice. At this meeting, the Trustees will consider the following matter(s): [identify matter(s) to be discussed]

Sincerely,

[Signature(s) of Chair, Vice Chair, or at least two Trustees calling meeting]

Notice of emergency Board meetingsEdit

In case of an emergency, the Chair or the Vice-Chair of the Board of Trustees may prescribe a meeting on shorter notice.[59] This notice must be given personally or by communicating to each Trustee at their email address, residence, or business address.[60] "Emergency" in this context means a catastrophic event, such as war or a natural disaster.[59]

Waiver of noticeEdit

Trustees may waive the notice requirements described above in a signed writing or by email.[61] Attendance at a meeting waives any objection based on failure to receive notice of the meeting.[62]

Agenda, minutes and corporate recordsEdit

Agenda and minutesEdit

The suggested procedure for preparing and distributing the agenda and minutes for Board meetings is summarized below.

  • Board committees discuss topics and items they would like to propose for discussion, review, or approval at future Board meetings
    • Trustees can also propose agenda items that fall outside the scope of one of the committees directly to the Chair or a Vice Chair
  • At the Executive Committee meetings, Executive Committee members (the Board committee chairs and Board officers) and the CEO plan the agenda for the next Board meeting
  • Two weeks before the meeting, the final agenda is distributed to the Board along with any materials for the Trustees to review prior to the meeting
  • The Secretary, or the Secretary’s designee, takes notes during the meeting to begin the preparation of minutes
  • Draft minutes and a resolution to approve them are distributed to the Board for review and approval as part of the materials and agenda for the next Board meeting.
  • After they are approved, usually at the next board meeting, the Secretary posts meeting minutes, any presentations intended for publication, and resolutions approved by the Board on the Wikimedia Foundation Wiki.

Corporate recordsEdit

Under Florida law, the Wikimedia Foundation’s corporate records must include the following:

  • Minutes of all Board meetings;
  • A record of all actions taken by Board without a meeting;
  • A record of all actions taken by a Board committee in place of the full Board;
  • Accurate accounting records (kept with the Treasurer);
  • The articles of incorporation and any restatements or amendments currently in effect; and
  • The Bylaws and any restatements or amendments currently in effect.[63]

The Secretary is responsible for maintaining the corporate records (other than accounting records, which are maintained by the Treasurer) and the corporate seal. This includes Board minutes and resolutions, which the Secretary prints, certifies and maintains in the Board books.

Public Board records for meetings and resolutions are available on the Foundation wiki. Public and non-public Board records are available to Trustees on the Board wiki and in hard copy in the Board books. When visiting the San Francisco office, Trustees are free to review the Board books at their demand.

Quorum and constructive presenceEdit

A quorum is the minimum number of Trustees who must be present for a Board meeting to take place or a vote to be taken. In the case of the Wikimedia Foundation’s Board, a quorum is a majority of the Trustees then in office.[51] If all sixteen seats on the Wikimedia Foundation’s Board are filled, a quorum would be nine trustees. If, for example, only nine seats are filled at the time of the meeting, a quorum would be five trustees.

If a quorum is present at the start of the meeting but the meeting is adjourned (for lunch, for example), the meeting may be resumed without a quorum if all Trustees are given reasonable notice of the time and place the meeting will continue.[51] However, no vote may be taken without a quorum present.

It is good practice for the Chair to ensure at the outset of the meeting that a quorum is present and to announce when the meeting begins, ends, or is temporarily adjourned and resumed. The minutes should identify the Trustees who are present and reflect the Chair's announcements regarding the start, end, or temporary adjournment of the meeting. Trustees should understand that discussions among Trustees before the meeting starts, after the meeting ends or during a temporary adjournment are not part of the Board meeting and will not be reflected in the minutes. Straw polls will also not be reflected in the minutes.

To be considered present at a meeting, Trustees must be either physically or constructively present. "Constructively present" means participating in a way that allows other Trustees to hear them.[64] This would include telephone or videoconference, but not text chat. Thus, for a quorum to be present (and a meeting to proceed or a vote be taken), a majority of Trustees then in office must be physically present or present by telephone or videoconference.

Actions at Board meetingsEdit

Written resolutions and oral motionsEdit

Under the Wikimedia Foundation’s Bylaws, Board actions must be by resolution.[65] However, this does not mean that every Board vote must be preceded by a written resolution. "Resolution" should be interpreted to include oral motions as well. Written resolutions are preferred for significant or complex issues. However, oral motions can be a convenient way of handling minor or routine matters that do not require much discussion by the Board. All such resolutions should be reflected in the Board minutes.

Any Trustee may propose a written resolution at any time, except for a resolution to amend the Bylaws (which requires at least ten days prior notice of the meeting at which the resolution will be discussed; the notice must also follow the meeting notice requirements described in this Handbook).[66] At or before each Board meeting, Trustees will receive a packet of information that includes all written resolutions to be voted on at the meeting. You can read the Board's past resolutions on the Foundation wiki at Resolutions. You can also find templates for particular types of resolutions at resolution forms. If you cannot find an appropriate template for a proposed resolution, please feel free to ask the Secretary to review your draft for legal compliance before proposing it to the Board.

Where appropriate or necessary, an oral motion may be made using the following process:

  • Any Trustee may move for a vote on an issue by addressing the Chair and stating: "I move that the Board … [state the action that the Board is being requested to take]."
  • The Chair recognizes the motion and calls for another Trustee to second, which is done by stating: "I second the motion."
  • If seconded, the motion proceeds to a vote. If no one seconds the motion, it does not proceed further. As appropriate, motions can also be deferred to a later date ("tabled") for further research or discussion if the Board does not reach a decision.
  • The minutes of the Board meeting should, as a general matter, include a description of the motion, the names of the Trustees who made and seconded the motion and the vote of each Trustee present.[67] As discussed above, the meeting minutes should be approved, certified and included in the Board books.

Approval by majority of Trustees presentEdit

For a written resolution or oral motion to be approved, a majority of Trustees present at the meeting must vote in favor.[65] Note that this is not the same as having a quorum: a majority of Trustees then in office (a quorum) must be present to hold the vote; a majority of those present within the quorum must vote in favor of the resolution for it to be approved.[68]

A Trustee present at the meeting is presumed to have voted "yes" unless they: (1) object at the outset to holding the meeting or the vote; (2) vote against the resolution; or (3) or abstain from voting.[69] Under Florida law, an abstention—which counts as a "no" vote—is permitted only if the Trustee has a conflict of interest that forces the Trustee to recuse themselves from voting.[70] To make this point clear, the Wikimedia Foundation generally uses the term "recuse" rather than "abstain" when discussing Board voting.

Actions without meetingEdit

Consent ResolutionsEdit

Most Board actions do not require a meeting and may be done by "consent resolution" instead. The one exception is changes to the Bylaws or articles of incorporation, which may not be made by consent resolution.[71]

Consent resolutions may be approved without a meeting if the vote is unanimous (an affirmative vote by all Trustees then in office) and the vote is evidenced by a written consent signed by all Trustees. Signatures may be electronic and the approval is effective on the date the last Trustee signs unless the consent resolution specifies another date. Consent resolutions have the same effect as approval at an in-person meeting.[72]

If a consent resolution does not get an affirmative vote from all members, it must be presented for vote at the next Board meeting—which can be an in-person meeting, a telephone call, or a video-conference. A consent resolution is not possible if any Trustee is unavailable for any reason, including an abstention resulting from a conflict of interest on the issue.

Voting proceduresEdit

For actions at a meeting, Trustees must be physically or constructively present, which means participating via a means of communication that allows all Trustees to hear each other simultaneously. Votes at meetings are oral or, if all Trustees are physically present, may be by a show of hands.

Approval of a consent resolution requires the unanimous affirmative vote of all Trustees then in office. Votes on consent resolutions must be in writing, which includes wiki voting. Voting on the Board wiki is done by attaching an electronic signature, in the form of the word "Yes" next to the Trustee's name. See the sample resolution to see how this appears, or see the documentation for creating a resolution.

Proxy voting is not permitted, either at an in-person meeting or for a consent resolution.[73]

Transparency in Board activitiesEdit

Transparency is one of the Wikimedia Foundation’s core values. The Board is committed to maximizing transparency, including by making as much information as possible about its activities publicly available on the Wikimedia Foundation’s website. The Wikimedia Foundation, including the Board, strives to make major documents (such as the annual plan, key policies and governance documents) available in multiple languages, with the help of volunteers in the communities and professional translators.

However, the Board is legally required to keep certain information confidential. This includes: general counsel presentations and other legally-privileged communications; conflict of interest disclosures, unless the affected party consents or the General Counsel approves disclosure; and private donor, user, and employee information.[74]

Board visitors must sign a non-disclosure agreement (provided by the Secretary) and be excused from legally-privileged portions of Board meetings. Non-public information is redacted from the public Board minutes but available to Trustees in hard copy in the Board's books and should be marked as non-public on the Board Wiki.

Attorney-client privilegeEdit

As a Trustee, you may be involved in communications protected by the attorney-client privilege. This privilege protects confidential legal communications between an attorney and client—such as the General Counsel and the Board. It does not apply to purely business (as opposed to legal) advice. The privilege exists to encourage candid communication between an attorney and client and helps shield those communications from disclosure in legal proceedings.[75]

To preserve the privilege and avoid inadvertent waiver, communications must be kept confidential. If you are involved in privileged communication, you should treat it as confidential. Do not disclose or distribute it outside the Wikimedia Foundation or to anyone inside the Wikimedia Foundation who is not involved in the legal issue at hand. If you are requesting legal advice on behalf of the Wikimedia Foundation, consider marking your communication "Attorney-Client Privilege" and explicitly stating that you are requesting legal advice.

Sometimes, it can be difficult to know whether a communication is privileged. For example, the line between legal and business advice may not always be clear. Also, the privilege may be different, or not apply at all, in some countries. If you have any questions or concerns about privilege, please consult the General Counsel.

Trustee expenses and travel policyEdit

Trustees may be reimbursed for actual, reasonable expenses incurred in connection with their Board service, such as travel, entertainment and professional development expenses. Trustees must follow the appropriate expense and reimbursement policies, including the Travel Policy, Travel Approval Policy, Duty Entertainment Guidelines Policy and Purchases and Disbursements Procedures. These policies require prior approval of expenses and prompt submission of expense reports and supporting documentation. Approval processes vary according to the type of expense. Trustees should refer to the appropriate policy or, if necessary, seek input from the Chair, Vice-Chair, or Chief Executive Officer. However, in general, Trustee travel expenses must be approved by the Board Chair (or, for the Board Chair's travel expenses, two other Trustees), duty entertainment expenses by the Chief Executive Officer and professional development expenses by the Chair of the Human Resources Committee. Expense reports should be submitted to the Board Liaison for signature by the Chief Executive Officer (or Board Chair) and reimbursement.

Trustees must make their travel arrangements through the Travel Coordinator. The Travel Policy and Travel Approval Policy encourages all Wikimedia Foundation travelers to travel as economically as possible. This means, for example, traveling economy class at the lowest available fares, using the most economical forms of transportation whenever possible (such as public transit rather than taxis), and keeping lodging, dining, and incidental costs as low as reasonably possible.

Trustees may combine personal travel with Board-related travel provided there is no additional cost to the Wikimedia Foundation and the Wikimedia Foundation’s needs take priority in the planning of the trip. The personal and business elements of the trip should be clearly distinguished in the approval request and expense report. All costs incurred as a result of adding personal travel, such as the additional cost of a ticket and additional meals, rental car and hotel costs, are the Trustee's responsibility. For airline tickets, for example, if personal travel requires the Trustee to take an indirect route or interrupts a direct route, reimbursement will be at either the actual charge or the charge that would have been incurred by traveling the direct route by the most economical means, whichever is less. When submitting expense reports, the costs of personal travel should be identified and deducted from the requested amount. For a rental car, for example, the personal portion is calculated by prorating the total cost over the number of days for personal use and the number of days for business use.

Since the Wikimedia Foundation is largely funded by public donations, all expenses must be reasonable and able to withstand public scrutiny. Trustees should exercise good judgment when incurring expenses.

Protections for TrusteesEdit

As discussed above, Trustees have fiduciary obligations and may, in some circumstances, be legally liable for failure to meet those obligations. Intentional violations, for example, can result in individual sanctions. However, there are several protections available to Trustees acting in good faith that will often insulate them from personal liability except in certain narrow circumstances.

ImmunityEdit

Under certain circumstances, federal and state laws protect volunteers serving nonprofit organizations from civil liability for actions that may be considered negligent. For example, Florida law provides immunity to the Wikimedia Foundation Trustees as volunteers providing services to the Wikimedia Foundation if their act or omission resulted in property damage or physical harm but they were acting in good faith as a reasonably prudent person would do in similar circumstances. Please see the Florida Volunteer Protection Act and the relevant sections of the Florida Not For Profit Corporation Act for more information. The Federal Volunteer Protection Act may also provide certain protections from civil liability for the Wikimedia Foundation Trustees serving as volunteers who meet specified standards of conduct.

IndemnificationEdit

Florida law permits the Wikimedia Foundation to provide indemnification. In general, this means that if a person is named in a suit or an investigation because they serves as a Trustee or officer of the Wikimedia Foundation, the Wikimedia Foundation may assume financial responsibility for the associated expenses, such as reasonable attorneys’ fees, and damage awards. The Wikimedia Foundation’s Bylaws provide indemnification for the Wikimedia Foundation’s Trustees and officers in certain circumstances. Trustees should consult the Bylaws and the Wikimedia Foundation’s General Counsel, for detailed information about the extent of indemnification provided by the Wikimedia Foundation.

InsuranceEdit

The Wikimedia Foundation also provides insurance coverage (subject to policy limits) for claims against Trustees and officers of the Wikimedia Foundation, provided their conduct was not criminal or intentionally fraudulent. Trustees may obtain a summary of the coverage terms from the Treasurer.

DisclaimerEdit

This Handbook contains only general information about the Wikimedia Foundation’s governing documents, policies and practices. It is not intended to overrule any existing laws, rules, regulations, or policies. The Handbook is not intended to reference every policy or practice of the Wikimedia Foundation. In case of a conflict between the terms of any governing Wikimedia Foundation document or policy and this Handbook, the terms of those governing documents shall take precedence. Trustees and other users of this Handbook should refer to applicable governing documents and policies referenced in this Handbook. They should not rely solely on the brief descriptions of those documents and policies in the Handbook.

The Handbook is not intended for the following purposes: (1) to provide legal advice to any Wikimedia Foundation Trustee, employee, volunteer, contractor or anybody else; (2) to serve as a legal agreement between the Wikimedia Foundation and any Wikimedia Foundation Trustee, employee, volunteer or contractor; or (3) to confer any contractual right to any Wikimedia Foundation Trustee, employee, volunteer, contractor or anybody else.

ConclusionEdit

We hope that you have found this Board Handbook to be useful. If you have any further questions, please feel free to ask:

  • The Chair, Vice-Chairs, or Chief Executive Officer for questions relating to your role as a member of the Board;
  • The Secretary and General Counsel for questions relating to legal and governance issues;
  • The Treasurer for questions relating to finance, accounting, audits and insurance;
  • The Board Liaison for operational and logistical inquiries or needs relating to Board meetings and events (including expenses and reimbursements); and
  • The Travel Coordinator for scheduling and booking travel.

Further readingEdit

NotesEdit

  1. The Wikimedia Foundation’s Board has historically been called a "Board of Trustees." The title however used in the Wikimedia Foundation’s articles of incorporation and Florida law is "Board of Directors." There is no legal distinction between the two.
  2. As discussed below, the Wikimedia Foundation is part of an international network of independent, associated organizations that includes chapters, thematic organizations, user groups and movement partners. Our mission implies collaboration with these other organizations as well when appropriate.
  3. For more detail, see the licensing policy.
  4. For more detail on Wikimedia's technical infrastructure, our internal technical documentation is published publicly.
  5. Chapter agreements are held by chapters and the Wikimedia Foundation and some public versions may be available on Chapter websites or Internal wiki. AffCom published a form version of the User Group Agreement.
  6. 26 U.S.C. § 501(c)(3).
  7. 26 U.S.C. § 501(h).
  8. Fl. St. § 617.0801.
  9. Bylaws Art. IV, Section 1.
  10. Fl. St. § 617. 0302.
  11. Bylaws Art. IV, Section 8(c).
  12. Bylaws Art. VI.
  13. Fl. St. § 617.0802(1).
  14. Bylaws Art. IV, Section 3(A).
  15. Bylaws, Art. IV, Section 6. However, Florida law does require at least three Trustees. Fl. St. § 617.0803(1).
  16. Bylaws, Art. IV, Section 3(F).
  17. Bylaws, Art. IV, Section 2(C).
  18. Bylaws, Art. IV, Section 3(C).
  19. Bylaws, Art. IV, Section 3(E).
  20. Bylaws, Art. IV, Section 3(A).
  21. Bylaws, Art. V, Section 1.
  22. a b Bylaws, Art. V, Section 2.
  23. a b Bylaws, Art. V, Section 1(A).
  24. a b c Bylaws Art. VII.
  25. Bylaws, Art. V, Section 1(B).
  26. Bylaws, Art. V, Section 1(D).
  27. Bylaws, Art. V, Section 1(D) ("The Chief Executive Officer (CEO) is the chief executive officer of the Foundation").
  28. Bylaws, Art. V, Section 1(E).
  29. Fl. St. § 617.0840(3).
  30. Fl. St. § 617.0840(2).
  31. Bylaws, Art. V, Section 1(E).
  32. a b Bylaws, Art. V, Section 1(F).
  33. a b Bylaws, Art. IV, Section 8.
  34. a b Fl. St. § 617.0825(1).
  35. Fl. St. § 617.0825(3).
  36. Fl. St. § 617.0825(2).
  37. Bylaws, Art. IV, Section 5.
  38. Fl. St. § 617.0807(2).
  39. Bylaws, Art. IV, Section 7.
  40. Fl. St. § 617.0808(1).
  41. Bylaws, Art. V, Section 5.
  42. Fl. St. § 617.0842(1).
  43. Fl. St. § 617.0842(2); Bylaws, Art. V Section 3.
  44. Fl. St. § 617.0809.
  45. Bylaws, Art. IV, Section 6.
  46. Bylaws, Art. V, Section 4.
  47. Fl. St. § 617.0830(1).
  48. Fl. St. § 617.0825(4).
  49. Fl. St. § 617.0830(2), (3).
  50. Foreign Corrupt Practices Act.
  51. a b c Bylaws, Art. IV, Section 4.
  52. a b Bylaws Art. IV, Section 4(A).
  53. The Board may also hold Board retreats periodically.
  54. Fl. St. § 617.0822(1).
  55. Florida Business Laws Annotated, 2011-2012, Stuart R. Cohn and Stuart D. Ames, at p. 105 (addressing §607.0822, the for-profit counterpart).
  56. Bylaws Art. IV, Section 4(A).
  57. Fl. St. § 617.0822(2); Fl. St. § 617.0823; Bylaws Art. IV, Section 4(B).
  58. Fl. St. § 617.0822(2); Bylaws Art. IV, Section 4(B).
  59. a b Bylaws Art. IV, Section 4(B).
  60. Florida Business Laws Annotated, 2011-2012, Stuart R. Cohn and Stuart D. Ames, at p. 33 (addressing §607.0207 in for-profit counterpart, which uses the same "catastrophic event" language); Fl. St. § 617.0303(5).
  61. Bylaws Art. IX.
  62. However, a Trustee may attend a meeting without waiving notice if they have the "express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened." Bylaws Art. IV, Section 4(b).
  63. Fl. St. § 607.1601.
  64. Fl. St. § 617.0820(4); Bylaws Art. IV, Section 4(E).
  65. a b Bylaws Art. IV, Section 4(C).
  66. Bylaws Art. X, Section 1.
  67. Resolution: Board of Trustees Voting Transparency, Mar. 30, 2012.
  68. This is the case for all oral or written resolutions presented for approval at a Board meeting except for resolutions to amend the Bylaws or remove a Trustee, which require approval by a majority of Trustees then in office. Bylaws, Art. X, Section 1; Bylaws, Art. IV, Section 7.
  69. Fl. St. §§ 617.0824.
  70. Bylaws Art. IV, Section 4(D).
  71. Bylaws Art. IV, Section 4(F).
  72. Fl. St. § 617.0821.
  73. Bylaws Art. IV, Section 9.
  74. The Board may have the right to waive its attorney-client privilege but should do so only after consultation with the General Counsel.
  75. Nonetheless, Trustees should assume that all their writings, including emails, chats, IRCs and on-wiki discussions, could be subject to discovery or compelled process, such as subpoenas. This is true for privileged and non-privileged communications. If the Wikimedia Foundation’s legal department determines that any Board documents should be retained for litigation purposes, you normally should receive a legal hold notice explaining which documents need to be retained and how to retain them. If you have any questions, however, as to whether to retain documents relating to potential litigation, please consult the Secretary or General Counsel.

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