Wikimedia board manual

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This page introduces the mission, projects, and operations of the Wikimedia Foundation, as well as the roles and responsibilities of the Board of Trustees, the Foundation's staff, and our community. It is primarily intended as a resource for prospective and new trustees but can also serve as a reference for anyone interested in learning about the organization and governance of the Foundation.

[edit] General information

The Wikimedia Foundation, Inc. (WMF) provides infrastructure, legal, fundraising and administrative support to Wikipedia and other free knowledge projects. Based in San Francisco, California, the Foundation is a non-profit charitable organization created in 2003 with 501(c)(3) tax exempt status in the United States. The Foundation maintains a website at http://www.wikimediafoundation.org, where among other things it publishes its annual report, bylaws, financial statements, and annual IRS disclosures.

[edit] Vision & Mission

See Vision and Mission statement

The high-level vision of the Foundation is: "Imagine a world in which every single human being can freely share in the sum of all knowledge. That's our commitment."

[edit] Projects

See Our projects

The Foundation supports Wikipedia, the online encyclopedia. From the founding of Wikipedia in January 2001, and the incorporation of the Wikimedia Foundation in June 2003, our growth has been very rapid. The English-language Wikipedia, our first project, has expanded from 135,000 articles at the time of the Foundation's incorporation to over 3 million articles today.

The Foundation also operates other projects, including Wikimedia Commons (a repository of free images and other media), Wiktionary (a dictionary), Wikisource (an original source repository), Wikiquote (quotations), Wikibooks (collaboratively written books), Wikinews (citizen journalism), and Wikiversity (curriculum development).

[edit] Impact

See Monthly report card

One of the major online audience measurement companies, comScore, Inc., estimates that each month over 325 million people view our projects, which it estimates is a reach of just under 30% of worldwide PC-based internet users. comScore lists us as the the #5 web property after Google, Microsoft, Yahoo and Facebook.

[edit] Technology

We use open source software and a highly-efficient technology infrastructure to run our projects at a fraction of the cost of other major web properties. The primary application for our projects is MediaWiki, an open source wiki software the Foundation actively develops and supports through a handful of developers on staff and about 180 community members who can contribute code directly to the SVN. We use the LAMP stack (Linux operating system, Apache web server, MySQL database, and PHP page generation language), supplemented by additional open source technology including PowerDNS, memcached, Lucene, Linux Virtual Servers and Squid caches. Our database and application servers are in Tampa, Florida and we also have local caches in Amsterdam, the Netherlands.

[edit] Finances

See Financial reports

Financing for the Foundation comes primarily from small donations by individuals. During the 2008 10-week long annual fundraiser, 135,000 donors in 50 countries made contributions averaging $35 each, raising almost $5 million. We also receive a limited number of large donations from individuals and institutions. Our annual plan for the fiscal year ending June 2009 is just under $6 million in expenses, which include server hardware, bandwidth, software engineering, trademark and other legal issues, accounting and financial matters, administrative support, and fundraising. KPMG is our independent auditor.

[edit] Legal environment

The Wikimedia Foundation and our projects deal with a broad range of legal issues, including:

  • Content licensing. The general principle is that content on our projects can be reused, including for commercial purposes, as long as any derivative works provide attribution to the original authors (typically done through a link to the History page of an article) and as long as any derivative works are distributed under the same license as the original. Specific free content licenses our projects use include the GNU Free Document License or similar free licenses such as the Creative Commons Attribution-Share Alike license.
  • Copyrights. Our community is typically strongly self-policing when it comes to copyright violation issues. We consider our projects to be operating under the safe harbor protections of the Digital Millennium Copyright Act in the U.S. and similar laws in Europe and worldwide.
  • Trademarks. We work actively to register and protect our commercially significant trademarks worldwide, for example the name "Wikipedia" and its related graphical marks.
  • Legal support. We receive assistance from the Electronic Frontier Foundation, law firms including Wilson Sonsini Goodrich & Rosati, the legal academic community, and others.

[edit] Additional background

[edit] Board information

[edit] Composition

See Board of Trustees for current trustees or the Board page on Meta for information on past trustees

By design, the majority of the ten seats on the Board of Trustees comes from the community:

  • Three trustees are elected in odd-numbered years by the community for two-year terms. Elections are conducted on the internet by a direct vote of community members. See the Elections site for information on elections including candidate presentations.
  • Two are appointed in even-numbered years by the chapters for two-year terms
  • One is our community founder
  • Four are appointed by the community trustees for one-year terms to provide any necessary expertise.

The ideal Board has a mix of different skills: it is composed of big picture thinkers and leaders, non-profit veterans with accounting or legal experience, fund raising experts, and public figures. It is culturally diverse, mirroring the diversity found in the Foundation's project communities. It takes corporate governance seriously while inspiring staff to strive for ambitious but realistic long-term goals.

The role of a trustee is voluntary and unpaid. It is not always the most exciting or most rewarding position imaginable. Much of the work goes unnoticed; some of it is highly confidential, and some purely administrative. On the other hand, it is a unique opportunity to make a difference in one of the most culturally significant organizations on the planet.

[edit] Roles and responsibilities

See Trustee role

The Board of Trustees is the governing authority of the Wikimedia Foundation. Responsibilities of the Board include:

  • determining mission, goals, long-term plans and high level policies of WMF and its projects
  • selecting the Executive Director of the WMF, who oversees its day-to-day operations, and evaluating his or her performance
  • ensuring the sustainability of the organization by defining a number of independent revenue sources
  • communicating about the direction and the activities of the WMF to the community
  • providing oversight to staff with regard to accounting, budgeting, and programs
  • maintaining legal and ethical integrity
  • recruiting and orient new trustees
  • articulating the mission of the WMF in public

The responsibilities of the Board do not include:

  • interfering in day-to-day operations, except in emergencies
  • setting Wikimedia project-level editorial policies
  • resolving basic community disputes
  • volunteering in specific areas of regular WMF organizational work

Each year, the Board elects four officers (Chair, Vice-Chair, Secretary, and Treasurer) for one-year terms. The Board has put together detailed descriptions of three of the roles:

[edit] Meetings and operations

The trustees typically meet face-to-face four times a year, approximately in January, April, July/August, and October. Meetings typically last three days over a weekend, including evening activities, and may be scheduled with other events including Wikimania or the Chapters meetings. Roughly half of in-person meetings are held at the Foundation's headquarters in San Francisco, while others are held in various locations worldwide.

Trustees may request reimbursement of expenses, per the Travel policy and the Travel Approval Policy.

Minutes are typically kept when the trustees meet, are drafted/reviewed at Board wiki minutes page, and then published on the Foundation website minutes page. Resolutions are drafted/reviewed on the Board wiki resolutions page and published on the Foundation website resolutions page. Policies are drafted/reviewed on the Board wiki Policies page and then published on the Foundation website Policies page.

The Foundation has Directors and officers liability insurance from Ace American Insurance Company.

[edit] Expectations of trustees

[edit] Time commitment

Being a trustee of the Wikimedia Foundation is a significant time commitment. The four annual in-person board meetings are held on weekends, in various international locations, resulting in a commitment of a least 15 days a year. The Board also communicates intensively via e-mail, wiki, and IRC, typically requiring at least a few hours each week in addition to in-person meetings and travel. Individual trustees sometimes participate in strategic meetings with other organizations and companies. Individual trustees may also get involved in Board committees or tasks forces on certain issues (e.g. Wikimania, audit, fundraising, legal, etc.) and help draft policies, charters and resolutions.

[edit] Confidentiality

In order to support the open exchange of information and ideas, trustees are encouraged to speak frankly to one another. Additionally, trustees are in a privileged position with regard to private information about donors as well as other confidential information. For these reasons, in addition to the general confidentiality clause in the Foundation Code of Conduct (http://wikimediafoundation.org/wiki/Code_of_Conduct_Policy), trustees agree that during or after their terms on the Board they will not disclose confidential information or use confidential information for their own benefit or the benefit of others, unless the Foundation has given express written permission.

[edit] Conflicts of interest

Because trustees are in a privileged position with regard to the Foundation and its projects, they are expected to carry out their responsibilities with the highest degree of integrity and to avoid all real and perceived conflicts of interest. Trustees are expected to adhere to the general Foundation Conflict of Interest policy (http://wikimediafoundation.org/wiki/Conflict_of_interest_policy). Additionally, trustees fill out and maintain Conflict of Interest questionnaires, which can be found on the Board wiki Policies page.

[edit] Fiduciary duties

Like a trustee of any organization, the trustees of the Wikimedia Foundation have fiduciary duties:

  • The duty of care requires that trustees act honestly, in good faith and with a reasonable amount of diligence and care, on a fully informed basis and deliberative manner. It generally requires that trustees exercise the care of an ordinarily prudent person in similar circumstances.
  • The duty of loyalty requires that trustees act in the best interest of the Foundation without the influence of any conflicting interest, including any personal interest or any interest of any other person or organization, including Wikimedia chapters. This duty requires that trustees be both independent and disinterested. To be independent, trustee decisions must be based solely on the merits of the issue rather than on extraneous considerations or influences. To be disinterested, trustees must neither appear on both sides of the transaction nor expect to derive any personal financial benefit.

Trustees must act in the best interests of the Foundation and its projects. Under the Board selection procedures, trustees are elected or appointed by different communities or appointed by the Board directly. Nevertheless, a trustee's fiduciary duties are owed to all of the Foundation, not to the specific group that elected or appointed the trustee.

[edit] Other expectations

  • Trustees are expected to know the Foundation bylaws and policies and to be familiar with all projects and initiatives so that they can play an effective oversight role.
  • Trustees are expected to participate fully in all Board activities.
  • Trustees are expected to miss no more than one of the planned in-person Board meetings and are expected to participate in at least two-thirds of online Board meetings in any calendar year.
  • Trustees are expected to communicate promptly to the Board Chair if, for any reason, they cannot continue serving on the Board.
  • Because the identity of trustees is a matter of public record, it is not possible to hold a position on the Board of Trustees anonymously or under a pseudonym.
  • In contrast to many U.S. foundations, trustees are not expected to bring personal money to the organization though they are welcome to help raise funds.

[edit] Board committees

Over the past several years, various committees reporting to the Board have been created, some of which are made up solely of trustees and others of which also include members of the community. Other committees which are community-driven are described below.

[edit] Audit Committee

See Audit committee

The Audit Committee represents the Board in its oversight of financial and accounting issues, providing advice and counsel based on the experience of Committee members in business, financial and accounting matters. It also serves as Board-level oversight of the relationship with the independent auditor (currently KPMG). Audit Committee members serve one-year terms, typically beginning in May or June each year. The Audit Committee is typically chaired by the trustee who is serving as Board Treasurer and may include other trustees, representatives from the community, advisory board, or other outside advisers.

[edit] Nominating Committee

See Nominating committee

The Nominating Committee assists the Board in filling out its membership with additional expertise to better oversee the Foundation. There are four trustee positions designated to be appointed through this process. The Nominating Committee helps to identify the types of expertise needed, create a list of candidates, and make recommendations; the final decision of whom to appoint rests with the community trustees.

[edit] ED Evaluation Committee

The ED Evaluation Committee evaluates the overall performance of the Executive Director and conducts a year-end evaluation. It consists of three trustees, including the Chair.

[edit] Elections Committee

See 2009 board election committee

During community elections, the Board typically appoints committees to manage the election process.

[edit] Ombudsman Commission

See Ombudsman commission

The Ombudsman Commission is tasked with investigating complaints about violations of the privacy policy on any Wikimedia project.

[edit] How the trustees communicate

[edit] Email and mailing lists

Email is the primary way trustees stay in touch. New trustees typically receive and use an "@wikimedia.org" email address to help manage Wikimedia messages. New trustees should be automatically added to the private board list. Other Mailing lists a trustee may consider joining include:

  • Foundation-l, a public list focused on foundation and cross-project issues with frequently impassioned participation from the more vocal members of our community. Foundation-l Sign-up, Foundation-l Archive.
  • Internal-l, a private list for chapter leadership and staff to coordinate chapter-related activities. Talk to one of the other trustees for access.
  • The Communications Committee's private list for discussion and alerts of press and public inquiries. Talk to one of the other trustees for access
  • Wikitech-l, a public list for discussion of technical matters across the projects. Wikitech-l Sign-up, Wikitech-l Archive.

[edit] Wikis

We use a variety of wikis as a community and as a Board:

  • a public Meta-Wiki, where much of the discussion around community-wide cross-project issues occurs. There is a lot of information and discussion throughout Meta and it's worth exploring.
  • a private internal wiki, used by chapter leadership and staff to coordinate chapter-related activities.
  • a private Board wiki.
  • the Foundation's website, http://wikimediafoundation.org, typically used for publishing final versions of documents, with discussion/drafting happening on Meta or the board wiki.

[edit] Blogs and RSS

We use blogs including the following:

[edit] IRC

We communicate over IRC, a multi-user chat program (more at the IRC article on Wikipedia). Because many people can converse in IRC at once, and it is free and easily accessible, the WMF uses it for both informal communication (such as the social channels) and occasionally for formal meetings. You can find more information about WMF IRC channels on Meta. The two channels most likely to interest trustees are #wikimedia and #wikimedia-internal. To use IRC, you have to install a client; Chatzilla is an easy IRC program to install for the Firefox browser.

[edit] Foundation organization

[edit] The Staff

See Staff listing

The Wikimedia Foundation has a small paid staff working in San Francisco, California. Several staff also work from Florida and overseas. Everyone else involved with the projects is a volunteer. You can find job descriptions of current staff members and open jobs on the Foundation website. All staff members are under the authority of an Executive Director.

Our current Executive Director is Sue Gardner. She started working for the Foundation in June 07. She regularly reports to the board of trustees, the staff, and the community. She also regularly provides more detailed reports to the Board (typically during Board meeting). The Executive Director is not a trustee.

[edit] Staff committees

The Foundation staff may create committees, which are typically led by a member of the staff and may include representatives from the community, advisory board, staff, board, or outside advisers. Past committees include the Technical Committee and Fundraising Committee, which are not currently active. The following are the currently active Staff Committees:

[edit] Communication Committee

See Communications committee

The ComCom's tasks are:

  • Coordinating communications with the press, including press releases, interviews, and inquiries.
  • Supporting communication between the Wikimedia Foundation and project communities.
  • Organizing and coordinating publicity and outreach.
  • Supporting and overseeing communication with the general public.
  • Maintaining a Wikimedia style guide.
  • Reporting on core Wikimedia statistics.

The comcom uses a private mailing list to communicate.

[edit] Advisory Board

See Advisory Board

The Advisory Board of the Wikimedia Foundation was approved in 2006, and formed at the start of 2007. It is an international network of experts who have agreed to give the Foundation meaningful help on a regular basis in many different areas, including law, organizational development, technology, policy, and outreach. Their abilities, experience, and knowledge were selected for how they complement a particular Foundation project, or the organization as a whole.

[edit] Community

The "community", as defined within Wikimedia, are those people that put time into working on Wikimedia projects. The core community tend to be those people who are also interested in Foundation and governance issues. This means that everyone from article editors to MediaWiki developers are community members. There is no formal definition of who makes up the community, though "asking the community" about proposals generally means posting on wiki village pumps, posting to the mailing lists (e.g. foundation-l), posting on Meta, etc. Many community members have been around since the early days of Wikipedia and have weathered nearly endless debates about how the organization should be run. The most vocal community members, however (such as those who post on mailing lists etc) do not necessarily represent the more quiet majority of editors and volunteers.

[edit] Wikimedia local chapters

See Wikimedia chapters

The Wikimedia projects have an international scope, and their outreach has already made a significant impact throughout the world. To continue this success on an organizational level, Wikimedia is building an international network of associated organizations. Local chapters are self-dependent organizations that share the goals of the Wikimedia Foundation and support them within a specified geographical region. They support the Wikimedia Foundation, the Wikimedia community and the Wikimedia projects in different ways - by collecting donations, organizing local events and projects and spreading the word of Wikimedia, Free Content and Wiki culture. They also provide the community and potential partners with a point of contact capable of fulfilling specific local needs. The chapters share a private mailing list (internal-l) and a wiki (http://internal.wikimedia.org).

[edit] Active Community Committees

The Board recognizes certain Community Committees, which are typically led by a community member and may include representatives from the community, advisory board, staff, board, or outside advisers. The following are currently recognized Community Committees:

[edit] Chapters Committee

See Chapters committee

Chapcom is responsible for coordination of Wikimedia chapters and facilitating communication among chapters and between chapters and the Foundation. It provides recommendations to the Board of Trustees with regards to recognition of organizations as Wikimedia chapters. It operates with a private mailing list. The Chapters Committee reports directly to the Board.

[edit] Language Committee

See Language committee

The Language Committee is charged with developing a clear policy and documentation for new language projects and their proposal, processing those requests, and supporting and coordinating new projects to optimize their success. Reading this email might provide additional insights. The Language Committee currently includes no trustees although it does report directly to the board.

[edit] Annual conference

See Wikimania

Wikimania is our annual international conference, typically held in July or August. It is run and organized by community volunteers across the world. The Foundation sponsors and assists the conference team in promotion, hosting, and financial issues.

The first conference, Wikimania 2005, was held in Frankfurt, Germany and attracted around 300 attendees from 50 countries. Subsequent conferences included Wikimania 2006 in Boston, USA, Wikimania 2007 in Taipei, Taiwan, Wikimania 2008 in Alexandria, Egypt, and Wikimania 2009 in Buenos Aires, Argentina. Wikimania 2010 is planned for Gdańsk, Poland.

The conference location is chosen by a team of volunteers who evaluates community bids based on a variety of criteria including venue and accommodation options, sponsorship opportunities, geographical location, and the quality of the local bid team. In past, three or four dedicated teams have bid each year, putting a great deal of work into their conference bids. It then takes at least nine months for the conference team to do the planning.

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