The General Counsel is the primary person responsible for handling legal issues faced by the Wikimedia Foundation. However, the post holder does not personally deal with all legal matters. The Foundation continues to rely on volunteer (pro bono) assistance from other attorneys, and the General Counsel organises and coordinates their efforts. In addition, individual Wikimedia projects are expected to continue monitoring their own content to deal with situations which might give rise to legal liability.
From May 2017, the Wikimedia Foundation's General Counsel is Eileen Hershenov.
- See also the Full job description on the Foundation Wiki website.
The General Counsel will report to the Executive Director, and will be responsible for:
- Maintaining and developing the legal and contractual infrastructure required of a US-based nonprofit foundation which operates internationally, including organizational policy, document retention, filing and registration requirements, labor and immigration law, contracts, leases, affiliate agreements, and cross-border financial transactions;
- Advising the Wikimedia Foundation and the global Wikimedia movement on ethical and mission-driven policy positions around intellectual property, freedom of speech, net neutrality, privacy, and other relevant policy issues.
The General Counsel will have responsibility for the following areas:
Office of the General Counsel
- Provides legal opinions and counsel, and serves as a trusted advisor to the Board of Trustees, Executive Director and C-level staff. Conducts and commissions research and analysis of specific legal questions and prepares memoranda, opinions and position papers upon request;
- Builds a department that can appropriately support the Wikimedia Foundation and the Wikimedia movement, utilizing a mix of paid staff, interns, paid external counsel, pro bono external counsel, Wikimedia movement volunteers, and support from like-minded organizations. Orchestrates and supervises the department, including its organizational design, preparation and management of budgets, supervision of work, etc.;
- Keeps abreast of Wikimedia’s legal context and advises and educates the Board, management team and Wikimedia community with regard to changes and trends that could affect their ability to advance their mission. These might be related to the openness of the web, freedom of speech, copyright and trademark law, and so forth;
- Coordinates with like-minded organizations and individuals to advance Wikimedia’s legal interests in support of their mission, vision, values and goals. Documents WMF’s positions on important issues where they are known, and helps to develop positions where they are not yet known;
- Develops, implements and maintains systems and processes for the documentation and tracking of legal matters, including, for example, filings and registrations, legal threats, trademark permission requests, business agreements, and the like;
- Acts as a spokesperson and advocate for the WMF’s legal positions as requested by the Executive Director or the Communications team.
- Triages incoming legal threats and provides legal defense enabling the Wikimedia projects to fulfill its mission; this may involve defending the Wikimedia Foundation against legal challenges, as well as providing advice and support to the international network of international Wikimedia chapters and to the community of international Wikimedia volunteers. Much of this work will be done through and with external counsel, both pro bono and paid, inside and outside the United States, and/or with the support of volunteers and like-minded organizations;
- Ensures the Wikimedia Foundation has a robust, appropriate set of legal policies and practices related to its website operations, including policies and practices related to user privacy, trademark usage, content licensing, terms of service, domain names, etc. Advises and educates the Wikimedia Foundation and the Wikimedia community on these issues;
Nonprofit Regulatory Compliance
- Drafts policies and amendments to the Wikimedia Foundation by-laws and other corporate documents, at the request of the Wikimedia Board of Trustees, its committees, and the Executive Director;
- Advises and educates the management team on legal issues related to the implementation of the Wikimedia Foundation’s five-year plan. Most of this work will be related to the Wikimedia Foundation’s planned global expansion (e.g., ensuring compliance with employment law outside the United States, ensuring new Wikimedia Foundation entities are structured appropriately, ensuring Wikimedia projects and staff are protected against unacceptable risk);
- Ensures compliance with applicable laws and regulations governing the operation of a 501(c)3 non-profit organization: for example, filing and registration requirements, labor and immigration law, legal issues related to international grantmaking and fundraising activities, including U.S. and foreign tax issues and issues related to transfers of donated funds;
- Working closely with the Chief Global Development Officer and others, develops and designs appropriate legal frameworks governing the Wikimedia Foundation’s relationship with Wikimedia chapters. This will include assessing the current state of play, and developing agreements governing basic relationships as well as those related to grantmaking, fundraising, and other matters;
- Upon request, connects Wikimedia chapters with legal support and expertise.
- Drafts, reviews and negotiates a wide range of grant, consulting, business and administrative agreements in connection with the Wikimedia Foundation’s work. Much of this work is done through supervision of external counsel.
Former General Counsels
On 12 June 2006, the Wikimedia Foundation announced the hiring of Brad Patrick as interim Executive Director and General Counsel, the latter position on a permanent basis (official press release). He resigned as Executive Director in February 2007 and as General Counsel in March 2007.
Brad had been acting as the Wikimedia Foundation's outside legal counsel since 2005, and had made a number of edits to the English Wikipedia.
Mike Godwin was the Wikimedia Foundation's General Counsel and Legal Coordinator between 2007 until his resignation in October 2010.
Effective from March 7, 2011, the Wikimedia Foundation's General Counsel was Geoff Brigham.