Wikimedia Foundation Board Governance Committee Charter
- 1 Current Board Governance Committee Charter (effective since April 18, 2013)
- 1.1 Purpose of the Board Governance Committee
- 1.2 Membership and Organization
- 1.3 Responsibilities
- 1.4 Procedures and Processes
- 1.5 External Advisors
- 2 Earlier Board Governance Committee Charter (effective from March 30, 2012 until April 18, 2013)
Current Board Governance Committee Charter (effective since April 18, 2013)
Purpose of the Board Governance Committee
The purpose of the Board Governance Committee (the “Committee”) is to ensure that the Board of Trustees (“Board”) of the Wikimedia Foundation (“Foundation”) fulfills its legal and fiduciary obligations, and to improve its governance, efficiency and effectiveness over time.
Membership and Organization
The Board shall appoint at least two trustees to serve as Committee members. The Board may also appoint one or more additional trustees to serve as alternate Committee members to act in the place and stead of any absent Committee members. The Board shall appoint one trustee to serve as Committee Chair. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the Committee member is replaced or terminated by a majority of the Board.
Each Committee member will be independent and free from any relationships or conflicts of interest with respect to the Foundation or Foundation staff that may impair, or appear to impair, the Committee member’s ability to make independent judgments regarding Board governance. The Board shall seek to appoint as a voting Committee Member at least one trustee who has experience on the board of another non-profit or for-profit corporation, with recruitment for board or executive positions, or overseeing or performing financial or governance audits of an organization.
Volunteer and Advisory Members
The Committee Chair may select volunteer advisory members to participate in the Committee on an annual basis based upon their qualifications and expertise, as determined by the Committee Chair in their sole discretion. All volunteer advisory members must comply with the same disclosure and certification requirements required by the Board under the Foundation’s Conflict of Interest Policy. No volunteer or advisory members may be voting Committee members.
The Committee Chair may invite Foundation staff to attend the meetings as necessary. No staff attendees may be voting Committee members.
Overall, the Board Governance Committee is responsible for the Board’s structures, policies and procedures necessary to ensure the Board’s compliance with its legal and fiduciary duties and to facilitate the improvement of Board governance, efficiency, and effectiveness. Specifically, these responsibilities include:
Policies and Procedures
- Coordinate and oversee an evaluation of the Board as a whole with respect to its governance practices, compliance, and performance.
- Anticipate and manage the officer election process for the Board's officer positions, including Chair, Vice Chair, Treasurer, and Secretary.
- Review the Staff officer positions of Treasurer and Secretary on a periodic basis.
- Facilitate the committee appointment process for Board committees.
- Review the Foundation’s bylaws periodically and recommend any needed changes to the full Board in consultation with the Executive Director and General Counsel.
- Review the Foundation’s Conflict of Interest Policy periodically and recommend any needed changes to the full Board for consideration, in consultation with the Executive Director and General Counsel.
- Establish and maintain a grid of the skills and experience required on the Board and identify those that are currently met and unmet.
- Inform community members of the skills and experience that the Board requires, and, when appropriate, actively encourage people with those skills to stand for election.
- Recruit, for Board review and consideration, new appointed trustees when a vacancy exists or is anticipated.
- Facilitate the process of electing trustees, including checking that potential conflicts of interests are declared in advance and are permissible and manageable, and proposing any policies to inform candidature.
- Act as a liaison with chapters and the community with respect to the selection and election of community and chapter members to the Board, including approving the selection and election processes, such as voting rights and timetables.
Board Education and Assessment
- Coordinate and oversee, in consultation with the Human Resources Committee, methods to provide periodic developmental feedback to each trustee, with the objective of improving that trustee’s individual performance and the Board’s constructive interaction as a working body.
- Create a process for vetting the suitability of prospective candidates for the Board and ultimately manage the approval or rejection of these candidates.
- Develop and maintain orientation and training materials for new trustees to ensure smooth onboarding.
- Facilitate Board education, including educational opportunities for all trustees regarding their fiduciary and legal responsibilities and periodic Board retreats.
Procedures and Processes
The Committee shall meet at least two times per year, and otherwise as deemed necessary by the Committee Chair. The Committee Chair may call a meeting with two days’ email notice to the other required attendees. The required attendees are the Committee members. Trustees serving as alternate Committee members (if any) are not required attendees; they may not vote unless appointed to act in the place and stead of an absent regular Committee member. A quorum is one-third of the voting Committee members, and a majority of voting members present shall decide any question brought before the Committee. A meeting may be in person, by telephone, or videoconference so long as all participants are able to hear one another.
At each regular Board meeting, the Committee Chair shall report to the full Board on the Committee’s activities since the last regular Board meeting, if any.
On a periodic basis, the Committee will perform a self-assessment, and will review and reassess this charter. The result will be reported to the full Board and include any recommended changes to the Committee activities or its charter.
The Committee may engage an outside consultant to facilitate the periodic Board peer survey. The Committee shall oversee the relationship with the outside consultant.
The Committee shall have the authority, at the expense of the Foundation, to retain independent accountants, lawyers, or other advisors as it deems appropriate to carry out its duties. All expenses and costs shall be reasonable and be subject to the review of the Audit Committee.
Earlier Board Governance Committee Charter (effective from March 30, 2012 until April 18, 2013)
The Board Governance Committee's ultimate purpose is to ensure the Board of Trustees to fulfills its responsibilities. It works to enable the Board of Trustees to operate appropriately, effectively and efficiently in keeping with its legal and fiduciary obligations. It also works to enable the board to improve its effectiveness over time.
The committee shall be comprised of three trustees from the WMF Board of Trustees. There shall be one chairperson of the committee who shall be appointed by the Chair of WMF's Board of Trustees. Typically, a discussion amongst the ten trustees about who should chair this committee will occur. There may even be a straw poll between different potential chair persons. However, the ultimate authority to appoint the committee chair person is the resides with the Board Chair. Once a chair is in place, the chair will appoint two other members to the committee from the other nine trustees of the WMF Board.
Overall, the Board Governance Committee is responsible for recommending to the board policies and procedures necessary for effective and efficient governance of the WMF. Specifically, these include:
- Evaluating of the board as a whole.
- Evaluating each individual trustee via a third party, annual process. Goal is to provide developmental feedback to each trustee to aid each trustee in improving her/his performance and to help the board interact constructively.
- Assessing the board’s current composition and identifying missing qualities and characteristics (gap analysis).
- Creating and updating a description of the desired skills, experience and traits for WMF Board members
- Recruiting new appointed board members when a vacancy exists or is anticipated.
- Liaising with the chapters and community for election and selection of community and chapter board members. Includes approving the process for these selections / elections include suffrage rights and timetables.
- Creating a process for vetting the fitness of prospective candidates and ultimately managing the approval or rejection of these candidates.
- Developing education materials for new board members and ensuring smooth onboarding.
- Continuing to educate all board members of their responsibilities.
- Running the annual officer election process for WMF's Board's four officer positions (Chair, Vice Chair, Treasurer, Secretary).
- Facilitating the annual committee appointment process for Board committees.
- Reviewing the foundation bylaws annually and recommending any needed changes to the full board.
- Recommending plans for board education and a potential annual board retreat.
MEETINGS AND PROCESS
The Board Governance Committee shall meet at such times and places as the Board Governance Committee shall determine. Generally, the Board Governance Committee will solicit input from the full Board on Governance priorities and agree to meet as a Committee to address agreed upon priorities. The Board Governance Committee shall engage an outside consultant to facilitate the annual Board of Trustee peer survey. This process shall occur in the summer of each year and be complete by September 1st to allow for time to seek new appointed trustees by the end of each calendar year. The Chair of the Board Governance Committee shall report on Board Governance Committee activities to the full Board. The Board Governance will engage in an annual self-assessment with the goal of continuing improvement, and will annually review and reassess the adequacy of its charter, and recommend any changes to the full Board. The Board Governance Committee shall have the authority to engage independent legal and consulting advisers, as it determines necessary to carry out its duties. The Board Governance Committee shall have sole authority to approve related fees and retention terms.