Policy governance manual

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Wikimedia Foundation Board Policy Governance


Note:
These policies are to be used as a whole and in conjunction with Wikimedia Foundation’s Bylaws and Articles of Incorporation.

BOARD POLICY MANUAL

Draft April 2007

Contents

Policy Type: Ends[edit]

WMF Board Policy Manual
Adopted dd mm yy

Official mission statement of the Wikimedia Foundation

The mission of the Wikimedia Foundation is to empower and engage people around the world to collect and develop neutral educational content under a free content license or in the public domain, and to disseminate it effectively and globally.
In collaboration with a network of chapters, the Foundation provides the essential infrastructure and an organizational framework for the support and development of multilingual wiki projects and other endeavors which serve this mission. The Foundation will make and keep the educational content from its projects available on the Internet free of charge, in perpetuity.

Our free projects generally operate in the Bazaar style, as described in Erik Raymond's paper "The Cathedral and the Bazaar". The Foundation is for the most part here to facilitate the cooperation of volunteers on the internet. The real work of writing the content is done by these volunteers, not by staff members.

All ends listed below are propositions. We must discuss them together. Keep some, remove some, add some. Then for each of them, describe them. For each end, we need to explain 1) what it is and what it is for, 2) for which people, and 3) at what cost. The examples listed below are just for the showcase. Most of them are not really described, I mostly left notes.

1.1 Promote The Development Of Wikimedia Projects[edit]

The Wikimedia Foundation operates some of the largest collaboratively edited reference projects in the world: including Wikipedia, Wiktionary, Wikiquote, Wikibooks, Wikisource, Wikispecies, Wikinews, Wikiversity, Wikimedia Commons, with the goal of building educational content (informational for Wikinews). These projects are referred to as "Wikimedia projects". All projects of the Wikimedia Foundation are collaboratively developed by its users. All contributions are licensed under the GNU Free Documentation License (except Wikinews, which is licensed under Creative Commons Attribution 2.5), meaning that their content may be freely used, freely edited, freely copied and freely redistributed subject to the restrictions of that license.

Our goal is to build the largest and best quality repository of educational content in the world.

We want to build the largest repository[edit]

---> text of explanation related to what content we are seeking to create, probably mentionning the issue of notability and relevance....

Building the largest repository may be possible through several measures

  • encouraging editors to participate to the projects
  • promoting the projects and making sure the projects are known around the world
  • free content acquisition
  • freeing information, especially media, which are not in the public domain (PD) and will probably not become in the PD in the foreseable future (photographs of people who recently died, recent events...). This may done directly by WMF, or by a sister foundation which has as its aim to free existing content. By bringing this aim into a separate foundation, it becomes clear to donors to what aim they donate their money, and the current WMF lessens the risk of becoming liable for content.

We want to make it available in all languages of the world[edit]

---> text of explanation explaining the interest of offering content to readers in their mother language. Must add in the limitations policies that "closure of any languages" must receive the assent of the community. Might be worth adding guidelines related to constructed languages, dialects and other politically loaded languages... :-). We might be more specific in talking of language coding etc...

We want to encourage measures to improve quality[edit]

Whilst not all our projects or all our languages are in a “mature” phase, we believe a major issue on which we must dedicate time, energy and probably money, is related to reliability. Content quality, not quantity, is the measure that matters.
We could quickly cite some issues: the non-vandalized version feature. The reviewed version feature. Guidelines to avoid spamming by small companies. Guidelines to avoid uncontrolled modifications by PR agencies. Issue of rampaging external links toward myspace and youtube :-) Mandatory sources etc.

In most part, it is in community hands, but the Foundation can help, either the development of technical features, or favor contacts between communities and academics/experts etc.

We want to encourage measures to improve reliability[edit]

Some editors don't contribute because they are frightened off by our critics who raise concerns about the low quality of our projects. Potential users refrain from using the content because of the concerns around its reliability. We would like the Foundation to help improve reliability. Some suggestions may be to

  • build a team to develop new ideas and concepts how to improve our content and how to attract qualified authors
  • encourage the local chapters to start their own "Wikipedia Academy"
  • promote the exchange of experiences to assure that not every chapter reinvents the wheel
  • employ someone to coordinate the measures of quality improvement worldwide
  • support the development of Mediawiki-features ameliorating the reliability of content (like "stable versions")

1.2 Hosting Wikimedia Projects Websites[edit]

All projects hosted by Wikimedia Foundation should be up and running in a satisfactory fashion 7 days a week and 24 hours a day. The entirety of the database (dumps) should be available for free for download, with an update at least once a month. The dumps should be provided in such a way that everyone reasonably can access and use them. Data loss risk should be limited to a couple of days at most. This was the primary reason why WMF was set up, and largely is still its main activity. Whilst everything else can be left aside in difficult times, this must be THE thing always working. The number one priority.

1.3 Development Of Mediawiki[edit]

proposed on the list. Please describe what should be our road map for mediawiki. I am not convinced it should be listed in ends actually. Developing mediawiki is not an end in itself, but a means to reach other ends, which we would more precisely define in other ends

major expansion of MediaWiki development. The starting of mediawiki.org has been a great move for this. To suit the various needs of the website, print on demand, access to vision-impaired people etc...

1.4. Distribution And Dissemination Of Content[edit]

Wikimedia projects are available for free on the internet (through the website or through the dumps). But we seek to make knowledge available to the largest number of people on Earth, which means 4/5 of human population roughly, are excluded right now. WMF should seek to reach more people, either by distribution of DVDs or books or ...

1.5 Freedom Advocacy[edit]

In collaboration with its network of independent chapters, the Foundation engages in advocacy for free content, and informs governments, organizations and the general public about free content. It also supports freedom of speech and other freedoms insofar as encroachment on these freedoms may jeopardize its missions.

1.6 Strengthening Wikimedia Community Members Bonds[edit]

Wikimedia Foundation organises an annual conference Wikimania. This year is the third conference, taking place in Taipei. The conference is set up by a mix of WMF staff and volunteers from Wikimedia projects.

Both a scientific conference and a community event, Wikimania brings together members of various Wikimedia projects in order to exchange ideas, build relationships, and report on research and project efforts. It also provides an opportunity for Wikimedians and the general public alike to meet and share ideas about free and open source software, free knowledge initiatives, and wiki projects worldwide.

Whilst the conference is not an essential part of our mission, this is something important to us. An opportunity for editors around the world to meet together. An opportunity for all of our developers to work together and share with other developers from open source mouvement and wiki movement. An opportunity to strengthen the ties of people virtually working together all around the year on wikimedia projects. An opportunity to talk about wikis (but this is not a conference for wikis). An opportunity to increase awareness where the conference takes place (but not the primary goal by far). The Foundation should seek helping major community leaders and wikimedians actively helping the Foundation on a daily basis to join this event, if necessarily through financial help.

General goal for attendance is around 300-400 people. The conference should generally be a zero cost event, the source of income to pay for it being registration and sponsors essentially. Registration should be kept low so that it does not impair participation through financial barrier.

Policy Type: Governance Process[edit]

WMF Board Policy Manual
Adopted dd.mm.yy

Again, all this is a proposition. We can widely reject it, change it, whatever

2.1 Policy Title: Global Governance Commitment[edit]

The purpose of the Board, on behalf of its owners, is to see to it that The Wikimedia Foundation Inc (a) achieves appropriate results for appropriate persons at an appropriate cost (as defined in Ends), and (b) avoids unacceptable actions and situations (as defined in Executive Limitations).

The Board defines its moral owners as (in priority order):

  1. The editing community of wikimedia projects
  2. Supporters of the free (libre and gratis) culture movement (including software and content) (should we mention them ?)
  3. The readers of Wikimedia projects
  4. Generally, humankind

2.2 Policy Title: Governing Style[edit]

The Board will govern lawfully with an emphasis on (a) outward vision rather than an internal preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of Board and Executive Director roles, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) proactivity rather than reactivity.

Accordingly:

  1. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will not use the expertise of individuals to substitute for the judgment of the Board, although the expertise of individuals may be used to enhance the understanding of the Board as a body.
  2. The Board will direct, control and inspire the organization through the careful establishment of broad written policies reflecting the Board's values and perspectives. The Board's major policy focus will be on the intended long term impacts outside the organization, not on the administrative or programmatic means of attaining those effects.
  3. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policymaking principles, respect of roles, and ensuring the continuance of governance capability. Although the Board can change its governance process policies at any time, it will observe them scrupulously while in force.
  4. Continual Board development will include orientation of new Board members in the Board's governance process, periodic Board discussion of process improvement and succession planning.
  5. The Board will allow no officer, individual or committee of the Board to hinder or be an excuse for not fulfilling its commitments.
  6. The Board will regularly monitor and discuss the Board's process and performance. Self-monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-Executive Director Linkage categories.

2.3 Policy Title: Board Responsibilities[edit]

Specific outputs of the Board as a whole and as an informed agent of the ownership, are those that ensure appropriate organization performance.

Accordingly, the Board has direct responsibility to create:

  1. The link between the ownership and the organization
  2. Written governing policies, which address the broadest levels of all organization decisions and situations.
    1. Ends: organization products, impacts, benefits, outcomes, recipients, and their relative worth (what good for which recipients at what cost).
    2. Executive Limitations: Constraints on executive authority which establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
    3. Governance Process: Specification of how the Board conceives, carries out and monitors its own task.
    4. Board-Executive Director Linkage: How power is delegated and its proper use monitored; the Executive Director role, authority and accountability.
  3. Assurance of successful Executive Director performance.

2.4 Policy Title: Board Chairperson’s Role[edit]

This part is very specific to this model. We need to of course agree on the concept, and to check if there might be inconsistencies with the bylaws

The Board Chair, a specially empowered member of the Board, assures the integrity of the Board's process and, secondarily, occasionally represents the Board to outside parties.

Accordingly:

  1. The Board Chair ensures that the Board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.
    1. Meeting discussion content will be on those issues which, according to Board policy, clearly belong to the Board to decide or to monitor.
    2. Information which is for neither monitoring performance nor Board decisions will be avoided or minimized and always noted as such.
    3. Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.
  2. The authority of the Board Chair consists in making decisions that fall within topics covered by Board policies on Governance Process and Board-Executive Director Linkage, with the exception of (a) employment or termination of an Executive Director and (b) where the Board specifically delegates portions of this authority to others. The Board Chair is authorized to use any reasonable interpretation of the provisions in these policies.
    1. The Board Chair is empowered to chair Board meetings with all the commonly accepted power of that position, such as ruling and recognizing.
    2. The Board Chair has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. Therefore, the Board Chair has no authority to supervise or direct the Executive Director.
    3. The Board Chair represents the Board to outside parties in announcing Board-stated positions and in stating chair decisions and interpretations within the area delegated to her or him.
  3. The Board Chair may delegate this authority, but remains accountable for its use.

2.5 Policy Title: Board Members' Code Of Conduct[edit]

The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.

  1. Board members must have loyalty to the ownership
  2. Board members must avoid conflict of interest with respect to their fiduciary responsibility.
    1. Members will disclose their involvements with other organizations, with vendors, or any associations which might be or might reasonably be seen as being a conflict, according to the Conflict of Interest Policy
    2. When the Board is to decide upon an issue, about which a member has an unavoidable conflict of interest, that Board member shall immediately declare the conflict and absent herself or himself without comment from the vote.
    3. Board members will not use their Board position to obtain employment in the organization for themselves, family members, or close associates. Should a Board member apply for employment, he or she must first resign from the Board.
  3. Board members may not attempt to exercise individual authority over the organization.
    1. Board members' interaction with the Executive Director or with staff must recognize the lack of authority vested in individuals except when explicitly Board authorized.
    2. Board members' interaction with public, or other entities must recognize the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions.
    3. Except for participation in Board deliberation about whether reasonable interpretation of Board policy has been achieved by the Executive Director, members will not express individual judgments of performance of employees of the Executive Director.
    4. Official announcements will be made by the Board Chair, except when explicitly delegated to another board member
  4. Board members will respect the confidentiality appropriate to issues of a sensitive nature.
  5. Board members will be properly prepared for Board deliberation.

2.6 Policy Title: Board Committee Principles[edit]

Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to Executive Director.

Accordingly:

  1. Board committees are to help the Board do its job, not to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally not have direct dealings with current staff operations.
  2. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority, including a time limit for ad hoc committees of no more than one Board year, will be carefully stated in order not to conflict with authority delegated to the Executive Director.
  3. Board committees cannot exercise authority over staff. Because the Executive Director works for the full Board, he or she will not be required to obtain approval of a Board committee before an executive action.
  4. Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore, a Board committee which has helped the Board create policy on some topic will not be used to monitor organizational performance on that same subject.
  5. Committees will be used sparingly and ordinarily in an ad hoc capacity.
  6. This policy applies to any group which is formed by Board action, whether or not it is called a committee and regardless whether the group includes Board members. It does not apply to committees formed under the authority of the Executive Director.

2.7 Policy Title: Board Committee Structure[edit]

A committee is a Board committee only if its existence and charge come from the Board, regardless whether Board members sit on the committee. The only Board committees are those which are set forth in this policy. Unless otherwise stated, a committee ceases to exist as soon as its task is complete.

Current board committees:

  1. Advisory board
    1. Appointments, duties , compensation and length of service are defined here
    2. Authority: To incur costs of no more than $xx,000 direct charges and no more than 20 hours of staff time per annum.
  2. Audit Committee
    1. Product: Specification of scope of audit prior to outside audit, and conduct a preliminary review prior to presentation to the Board.
    2. Authority: As defined in Audit Charter (link necessary). To incur no more than $xx,000 direct charges overall.


2.8 Policy Title: Agenda Planning[edit]

To produce its outputs with a governance style consistent with Board policies, the Board will follow an annual agenda which (a) completes a formal re-exploration of Ends policies annually and (b) continually improves Board performance through Board education and enriched input and deliberation.

  1. The cycle will conclude each year on the last day of May so that administrative planning and budgeting can be based on accomplishing a one year segment of the Board’s most recent statement of long term Ends.
  2. The cycle will start with the Board’s development of its agenda for the next year.
    1. Consultations with the ownership, or other methods of gaining ownership input will be determined and arranged in the first quarter, to be held during the balance of the year.
    2. Governance education, and education related to Ends determination, (e.g. presentations by specialists, discussions with advisory board, advocacy groups, staff, board retreat, etc.) will be held during the balance of the year.
  3. Executive Director monitoring will be included on the agenda if monitoring reports show policy violations, or if policy criteria are to be debated.
  4. Formal Executive Director performance evaluation will be decided after a review of monitoring reports received in the last year during the month of May (I would suggest we make a more detailed statement here. Evaluation of performance should be done more than once a year, or we should mention that it could occur any time with a month prior notice, or ? What of the interim guy ? What of the new director ?

2.9 Policy Title: Decision Making Process[edit]

should describe meeting organization (frequency, means etc...) and resolutions system currently used. Must stay general enough so as to allow flexibility. Meeting and decision making process are also mentionned in the bylaws, so the two descriptions must be consistant


2.10 Policy Title: Cost Of Governance[edit]

Because poor governance costs more than learning to govern well, the Board will invest in its governance capacity.

Accordingly:

  1. Board skills, methods, and supports will be sufficient to assure governing with excellence.
    1. Training and retraining will be used liberally to orient new members and candidates for membership, as well as to maintain and increase existing member skills and understandings.
    2. Outside monitoring assistance will be arranged so that the Board can exercise confident control over organizational performance. This includes, but is not limited to, fiscal audit.
    3. Outreach mechanisms will be used as needed to ensure the Board’s ability to listen to owner viewpoints and values.
  2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability.
    1. Up to $____________ in fiscal year ___________ for training, including attendance at conferences and workshops.
    2. Up to $____________ in fiscal year ___________ for audit and other third-party monitoring of organizational performance.
    3. Up to $____________ in fiscal year ___________ for surveys, focus groups, and opinion analyses.
    4. Up to $____________ in fiscal year ___________ for rebudgeting costs.

Revised xx/xx/xx

2.11 Policy Title: Relationships With Local Chapters[edit]

Short description of what a local chapter is, what the role of chapters is in the global wikimedia mouvement, the reasons for independance choice, and the current agreement and guidelines existing

Policy Type: Board - Staff Linkage[edit]

WMF Board Policy Manual
Adopted dd.mm.yy

3.1 Policy Title: Global Governance-Management Connection[edit]

The Board’s sole official connection to the operational organization, its achievements and conduct will be through an Executive Director.

3.2 Policy Title: Unity Of Control[edit]

Only officially passed motions of the Board are binding on the Executive Director.

Accordingly:

  1. Decisions or instructions of individual Board members, officers, or committees are not binding on the Executive Director except in rare instances when the Board has specifically authorized such exercise of authority.
  2. In the case of Board members or committees requesting information or assistance without Board authorization, the Executive Director can refuse such requests that require, in the Executive Director’s opinion, a material amount of staff time or funds or is disruptive.

3.3 Policy Title: Accountability Of The Executive Director[edit]

The Executive Director is the Board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the Executive Director.

Accordingly:

  1. The Board will never give instructions to persons who report directly or indirectly to the Executive Director. Are we ready for that ?
  2. The Board will not evaluate, either formally or informally, any staff other than the Executive Director.
  3. The Board will view Executive Director performance as identical to organizational performance, so that organizational accomplishment of Board stated Ends and avoidance of Board proscribed means will be viewed as successful Executive Director performance.

3.4 Policy Title: Delegation To The Executive Director[edit]

The Board will instruct the Executive Director through written policies which prescribe the organizational Ends to be achieved, and describe organizational situations and actions to be avoided, allowing the Executive Director to use any reasonable interpretation of these policies.

Accordingly:

  1. The Board will develop policies instructing the Executive Director to achieve specified results, for specified recipients at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Ends policies.
  2. The Board will develop policies which limit the latitude the Executive Director may exercise in choosing the organizational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations policies.
  3. As long as the Executive Director uses any reasonable interpretation of the Board’s Ends and Executive Limitations policies, the Executive Director is authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all activities. Such decisions of the Executive Director shall have full force and authority as if decided by the Board.
  4. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary between Board and Executive Director domains. By doing so, the Board changes the latitude of choice given to the Executive Director. The Board will respect and support the Executive Director’s choices according to the policies in place at the time that they were made.

3.5 Policy Title: Executive Director Employment[edit]

Appointment and termination of the Executive Director is an authority retained by the Board.

  1. The hiring and termination process will be determined by the Board.
  2. A committee process may be used to gather information and to provide options and their implications to the full Board.
  3. The hiring process may involve an executive search company.

3.6 Policy Title: Monitoring Executive Director Performance[edit]

Systematic and rigorous monitoring of Executive Director job performance will be solely against the only expected Executive Director job outputs: organizational accomplishment of Board policies on Ends and organizational operation within the boundaries established in Board policies on Executive Limitations.

Accordingly:

  1. Monitoring is simply to determine the degree to which Board policies are being met. Data which do not do this will not be considered to be monitoring data.
  2. The Board will acquire monitoring data by one or more of three methods: (a) by internal report, in which the Executive Director discloses compliance information to the Board, (b) by external report, in which an external, disinterested third party selected by the Board assesses compliance with Board policies, and (c) by direct Board inspection, in which a designated member or members of the Board assess compliance with the appropriate policy criteria.
  3. In every case, the standard for compliance shall be any reasonable Executive Director interpretation of the Board policy being monitored. The Board is final arbiter of reasonableness.
  4. All policies, which instruct the Executive Director will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule.


Treatment of Staff (EL 4.2)

  • Method: Direct board inspection
  • Frequency: July, Jan.

Compensation and benefits (EL 4.3)

  • Method: internal
  • Frequency: July, Jan.

Financial Planning / Budgeting (EL 4.4)

  • Method: Internal
  • Frequency: Dec., Mar., July, Oct.

Financial Conditions & Activities (EL 4.5)

  • Method: Internal External
  • Frequency: Dec., Mar., July, Oct.

Commercial activities (EL 4.6)

  • Method: Internal
  • Frequency: Dec., Mar., July, Oct.

Fundraising (EL 4.7)

  • Method: Internal
  • Frequency: Feb., Sept.

Asset Protection (EL 4.8)

  • Method: Internal External
  • Frequency: Dec., Mar., July, Oct.

Treatment of Wikimedia content user (EL 4.9)

  • Method: Internal
  • Frequency: Dec., Mar., July, Oct.

Relationships with local chapters (EL 4.10)

  • Method: Internal, External
  • Frequency: Mar., June, Sept, Dec

Communication & Support to the Board (EL 4.10)

  • Method: Direct Board Inspection
  • Frequency: Mar., Sept.

Ends - Focus of Grants and Strategic Alliances (EL 4.11)

  • Method: Internal
  • Frequency: Aug.

Emergency Executive Director Succession (EL 4.12)

  • Method: Direct Board Inspection
  • Frequency: Sept., Feb

Executive Director Employment (EL 4.13)

  • Method: Direct Board Inspection
  • Frequency: Every month

Policy Type: Executive Limitations[edit]

WMF Board Policy Manual
Adopted dd.mm.yy

4.1 Policy Title: Global Executive Constraint[edit]

The Executive Director shall not cause or allow any practice, activity, decision, or organizational circumstance which is either unlawful, imprudent or in violation of commonly accepted not-for-profit charitable business and professional ethics and practices.

4.2 Policy Title: Treatment Of Staff[edit]

With respect to the treatment of paid staff and volunteers, without limiting the scope of the foregoing by this enumeration, the Executive Director shall use their best endeavours to not

  1. Cause or allow conditions which are unfair, undignified or unsafe, unclear
  2. Cause or allow conditions which are discriminatory (see our non discrimination policy).
  3. Operate without written personnel rules which: (a) clarify rules for staff and volunteers, (b) provide for effective handling of grievances, and (c) protect against wrongful conditions.
  4. Discriminate against any staff member or volunteer for non-disruptive, respectful expression of dissent.
  5. Prevent staff from grieving to the Board when the employee alleges that Board policy has been violated to his or her detriment.
  6. Prevent volunteers from grieving to the Board when (A) internal grievance procedures have been exhausted and (B) the volunteer alleges that Board policy has been violated to his or her detriment
  7. Fail to recognise the international nature of our organization in limiting employment to american citizens
  8. Fail to provide reasonable opportunities for growth and advancement.
  9. Fail to promote an environment that values the contribution of staff and volunteers and maintains a positive morale.
  10. Fail to promote diversity and an equitable and supportive workplace.
  11. Fail to acquaint staff and volunteers with the Executive Director’s interpretation of their protections under this policy

We still need to engrain here the results of the policy regarding international employement, as well as decision regarding never failing to look in the community if we have a person that might fit a position

4.3 Policy Title: Compensation And Benefits[edit]

With respect to employment, compensation, and benefits to employees, consultants, contract workers and volunteers, the Executive Director shall not cause or allow jeopardy to fiscal integrity or to public image.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

  1. Fail to provide health benefits for the US-based staff with the 3 months following his being hired (no health benefits being provided as of may 2007)
  2. Change his or her own compensation or change his or her own benefits, except as benefits are consistent with a package for all other employees.
  3. Promise or imply guaranteed employment.
  4. Establish current compensation and benefits which deviate materially from the geographic or professional market within the charitable sector for the skills employed.

4.4 Policy Title: Financial Planning/Budgeting[edit]

Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate materially from Board’s Ends priorities or risk fiscal jeopardy.

Further, without limiting the scope of the foregoing by this enumeration, the Executive Director shall use their best endeavours to not plan in a manner that:

  1. Risks the organization incurring those situations or conditions described as unacceptable in the Board’s policy Financial Condition and Activities.
  2. Fails to include credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions.
  3. Is inconsistent with a balanced budget for each fiscal year.
  4. Provides less for Board prerogatives during the year than is set forth in the Cost of Governance policy.
  5. Is over-reliant on one Development activity or source of funding.

4.5 Policy Title: Financial Condition And Activities[edit]

With respect to the actual, ongoing financial condition and activities, the Executive Director shall use their best endeavours to not allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in Ends policies.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

  1. Indebt the organization in an amount greater than can be repaid by certain, otherwise unencumbered revenues within 60 days.
  2. Use any long-term reserves without board approval.
  3. Use any restricted funds for non-designated purposes or fail to safeguard unused restricted funding.
  4. Fail to settle payroll, pay contractors, and reimburse debts in a timely manner.
  5. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed.
  6. Make a single purchase or commitment greater than $300,000 for hardware investment, $100,000 otherwise, without Board authority. Splitting orders to avoid this limit is not acceptable.
  7. Acquire, encumber or dispose of land and buildings without Board approval
  8. Fail to aggressively pursue receivables after a reasonable grace period.
  9. Fail to provide annually audited financial statements

4.6 Policy Title: Commercial Activities[edit]

With respect to the brands, the Executive Director shall not enter into commercial relationships with a company operating under values widely different from the WMF ones, if it might reasonably be thought it might endanger our public image. He shall not allow brand use for reasons or products that might be non compatible with our mission and values.

Obviously, we need to develop some guidelines so that the ED knows where he can or can not step

4.7 Policy Title: Fundraising[edit]

With respect to the fundraising activities, the Executive Director

  1. shall not fail to use his or her best endeavours to engage the community in the operations of online fundraising
  2. shall not fail to send a thank you note for any donation above 20 dollars (or equivalent in local currency)

4.8 Policy Title: Asset Protection[edit]

The Executive Director shall not allow corporate assets to be unprotected, inadequately maintained or unnecessarily risked. Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

  1. Fail to insure against theft and casualty losses to at least 80% percent replacement value and against liability losses to Board members, staff and the organization itself in an amount greater than the average for comparable organizations.
  2. Allow unbonded personnel or volunteers access to material amounts of funds.
  3. Unnecessarily expose the organization, its Board or staff to claims of liability. I love that one. Our business is so risky, that we might drop that one entirely I think
  4. Make any purchase or contract for services: (a) wherein normally prudent protection has not been given against conflict of interest; (b) without reasonable and regular comparative quotes of prices and quality; (c) of capital expenditures without a stringent method of assuring the balance of long term quality and cost.
  5. Fail to protect trademarks, domain names, information, files, electronic communication, wikimedia projects databases, from loss or significant damage.
  6. Receive, process or disburse funds under controls which are insufficient to meet the Board-appointed auditor's standards
  7. Receive and process donations which do not meet the Gift Policies
  8. Invest or hold operating capital in non-fixed income instruments and bonds of less than AA rating at any time, or in non interest-bearing accounts except where necessary to facilitate ease in operational transactions. Michael can have a look at all that stuff and can summarize what we really need
  9. Endanger the organization's public image or credibility, particularly in ways that would hinder its accomplishment of Ends.
  10. Change the Wikimedia projects names or Wikimania names, without prior agreement from the board
  11. Change the licenses under which Wikimedia projects are operated
  12. Add advertisements or anything that might reasonably be considered advertisement, on Wikimedia websites
  13. Change significantly the goals or the rules of operations of Wikimedia websites (eg, openess, editing policies) without prior agreement from the community and/or the board
  14. Change the organization’s name or substantially alter its identity in the community.
  15. Close or open new wikimedia projects without assent of the community and the board (global projects, not language versions)

4.9 Policy Title: Treatment Of Wikimedia Content Users[edit]

Without limiting the scope of the foregoing by this enumeration, Executive Director shall not:

  1. Use methods of collecting, reviewing, transmitting, or storing users’ information that fail to respect WMF privacy policy
  2. Fail to use their best endeavours to provide access to websites 24 hours a day, 7 days a week
  3. Fail to provide access to websites content for free
  4. Fail to provide access to wikimedia content dumps for free
  5. Fail to use their best endeavours to provide regularly updated Wikimedia content dumps, in a reasonably usable format
  6. Fail to use their best endeavours to provide a confortable editing environment or a confortable reading environment, in particular for physically-challenged people (eg, vision-impaired people), or people with low bandwidth access ( this should rather be put in the Ends
  7. Fail to acknowledge the role of Wikimedia volunteers in the different Wikimedia Foundation related activities

4.10 Policy Title: Relationships With Independant Local Chapters[edit]

The Executive Director shall use their best endeavours to not

  1. Fail to involve Wikimedia local chapters in the global activities around the mission of the Foundation

4.11 Policy Title: Communication And Support To The Board[edit]

The Executive Director shall use their best endeavours to not permit the Board to be uninformed or unsupported in its work.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall use their best endeavours to not:

  1. Neglect to submit monitoring data required by the Board (see policy on Monitoring Executive Director Performance) in a timely, accurate and understandable fashion, directly addressing provisions of Board policies being monitored.
  2. Fail to report in a timely manner an actual or anticipated noncompliance with any policy of the Board.
  3. Let the Board be unaware of relevant trends, anticipated adverse media coverage, threatened or pending lawsuits including potential financial liabilities, material external and internal changes, particularly changes in the assumptions upon which any Board policy has previously been established.
  4. Fail to advise the Board if, in the Executive Director's opinion, the Board is not in compliance with its own policies on Governance Process and Board- Executive Director Linkage, particularly in the case of Board behavior which is detrimental to the work relationship between the Board and the Executive Director.
  5. Fail to marshal for the Board as many staff, volunteer and external points of view, issues and options as the Board determines it needs for fully informed Board choices.
  6. Present information in unnecessarily complex or lengthy form or in a form that fails to differentiate among information of three types: monitoring, decision preparation, and other.
  7. Fail to provide a mechanism for official Board, officer or committee communications.
  8. Fail to deal with the Board as a whole except when (a) fulfilling individual requests for information or (b) responding to officers or committees duly charged by the Board.
  9. Fail to supply for the agenda all items delegated to the Executive Director yet required by law or contract to be Board-approved, along with the monitoring assurance pertaining thereto.

4.12 Policy Title: Ends Focus Of Grants And Strategic Alliances[edit]

The Executive Director may not enter into any grant or strategic alliance, unless it emphasizes the production of ends and avoids unacceptable means.

4.13 Policy Title: Emergency Executive Director Succession[edit]

In order to protect the Board from sudden loss of Executive Director services, the Executive Director should have at least one manager familiar with Board and Executive Director issues and processes and a contingency plan be on receipt with the Chair of the Board in written form and updated as required.

4.14 Policy Title: Executive Director Employement[edit]

The Interim Executive Director shall not fail to support the Board in its research of an permanent Executive Director.