WMF Statement of Obligations and Responsibilities
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WMF STATEMENT OF OBLIGATIONS & RESPONSIBILITIES
(Revised May 8, 2007)
The Wikimedia Foundation Board of Trustees Statement of Obligations and Responsibilities is designed to foster the values and promote the mission that, together, have been part of the Wikimedia Foundation (hereafter, “Foundation”) and its projects since the beginning.
This Statement of Obligations and Responsibilities contains general guidelines for conducting Board business, consistent with the highest standards of business and professional ethics.
What follows is a set of statements about our values as well as a set of guidelines that are designed to implement those values, both during Board member terms and beyond.
Fiduciary Duties of Trustees
The duties of trustees of the Wikimedia Foundation, a Florida nonprofit corporation, are governed by the not-for-profit corporation law of Florida as well as federal law and, to some extent, the law of California, where the Foundation's primary place of business is located. In general, directors or trustees of a not-for-profit corporation are required to act honestly, in good faith and with a reasonable amount of diligence and care. In this respect, courts have held that directors of a not-for-profit corporation owe the corporation and its members duties of care and loyalty, much like directors of any other business corporation.
Consistent with the foregoing principles the Trustees of the Foundation have fiduciary duties of care and loyalty to the Foundation and its projects. The duty of care requires that Board Members act in good faith, on a fully informed basis and in a 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 a Trustee be both independent and disinterested. To be independent, a Trustee's decisions must be based solely on the merits of the issue before her or him rather than extraneous considerations or influences. To be disinterested, a Trustee must neither appear on both sides of the transaction nor expect to derive any personal financial benefit from it (as opposed to a benefit which devolves upon the Foundation or its projects generally).
Thus, in order to properly discharge the fiduciary obligations, a Trustee must exercise her or his best business judgment on behalf of the Foundation and its projects.
Trustees are reminded that the duty of care and the duty of loyalty are owed to the Foundation and to all of its projects. Under the (Foundation) selection procedures, Trustees are elected or appointed by different communities within the larger Wikimedia community, or appointed by the Board directly. Nevertheless, a Trustee's fiduciary duties are owed to all of the Foundation, not just the electorate or group that elected or appointed such Trustee. Accordingly, it would not be appropriate for a Trustee to evaluate a proposed action or decision while taking into account only the interests of the stakeholder (e.g., a chapter, or a voting bloc) who elected or appointed such Trustee. Each Trustee must act in the best interests of the Foundation and its projects and not limit his or her considerations to a specific group within the Wikimedia community or elsewhere.
Guidelines for an Effective Board
The Board of Trustees of the Wikimedia Foundation is charged with setting the policies and direction of the Foundation. Trustees should not attempt to establish Foundation policy by unilaterally approaching staff members and discussing matters that fall under the Board's supervision. If a Trustee wishes to propose business for consideration, the Trustee should do so at a regular Board meeting or in e-mail (or through any other physical or digital communication to the entire Board as specified in the Bylaws).
A well-structured and proactive process with respect to proposed actions will both demonstrate the Board's effort to fulfill, and provide the means to satisfy, the Board's fiduciary duties to the Foundation and its projects. In simplistic terms, Trustees must be independent, active, and well-informed and must meaningfully consider each action or decision presented to them. While there is no precise formula for this undertaking, there certainly are various guidelines both as to structure and conduct that a Trustee should follow.
Among other things, Trustees should:
- Become adequately informed regarding all relevant aspects of any proposed action or decision;
- Actively ask questions regarding any and all aspects of a proposed action or resolution, including questions regarding the information Trustees receive as well as the strategies and alternatives considered;
- Communicate openly, directly, honestly and respectfully among Trustees, as well as with the Executive Director, and when appropriate, with other staff members.
- Be active participants in all aspects of the decision-making process, including assessing the relative merits of a proposed action; and
- Consider whether expert legal, financial or other advice should be obtained in connection with a proposed course of action or decision. It should be noted that Trustees are entitled to rely on the opinions and reports of the corporation's management and its financial and legal advisors with respect to matters reasonably believed to be within their expertise.
Confidentiality and Non-disclosure
Because Trustees are in a privileged position with regard to the mission and destiny of the Foundation and its projects, in addition to the general confidentiality clause in the Foundation Code of Conduct (http://wikimediafoundation.org/wiki/Code_of_Conduct_Policy), the Trustees are hereby asked to assume further confidentiality obligations in their conduct.
Trustees agree that they will at no time, during or after their terms on the Board, use for their own benefit or the benefit of others, or disclose or divulge to others, confidential information, unless the Foundation, through its Board or through the office of the Executive Director, has given express written permission for the Trustees (or former Trustees) to do so.
The Board believes the free and open exchange of ideas and information among Trustees, including criticism of internal policy and procedures and other matters related to the conduct of business, is to be encouraged. To ensure that such a free and open exchange occurs, both within Board meetings and outside them, Trustees agree that, during their terms on the Board and for three years thereafter, they shall not, in any communications with the press or other media or any customer, client or supplier of the Foundation, or any of the Foundation's affiliates, or in discussions on community mailing lists, blogs, or other community forums, personally criticize, ridicule or make any statement that personally disparages or is personally derogatory of the Foundation or its affiliates or any of their respective directors, trustees, or senior officers. Additionally, and in consideration of Trustees' commitment to this agreement, no directory senior officer of the Foundation or member of the Board of Trustees of the Foundation will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is personally derogatory of a Trustee or former Trustee.
Conflicts of interest
Because Trustees are in a privileged position with regard to the mission and destiny of the Foundation and its projects, in addition to the general Foundation Conflict of Interest policy (http://wikimediafoundation.org/wiki/Conflict_of_interest_policy) the Trustees are hereby asked to assume the following Conflict of Interest obligations in their conduct.
The Foundation and its Board seek to promote honest and ethical conduct. Trustees should be careful not to compete with the Foundation, and never to let business dealings on behalf of the Foundation and its projects be influenced, or even appear to be influenced, by personal or family interests. Trustees must conduct their business in a manner that does not result in adverse comments or criticisms from the public or in any way damage our reputation. It is important to avoid even the appearance of a conflict of interest, since the appearance can be as damaging to our reputation as an actual conflict. Conflicts of interest are prohibited unless specifically authorized as described below.
Trustees and another party with which they have a significant relationship (as defined in the Foundation Conflict of Interest Policy) may not, without the written consent of the Board or of the Executive Director, have a significant ownership interest in a competitor or potential competitor of the Foundation or its projects or work for such an organization as a Trustee, consultant or member of its Board of Directors.
Trustees and their family members may not, without the written consent of the Foundation, have a significant ownership interest in a significant supplier to Foundation, or work for such an organization as a director, Trustee or consultant.
Trustees and their family members may not accept money or benefits of any kind that may be perceived as consideration for any advice or service they may provide to a supplier in connection with its business with the Foundation. Generally, an ownership interest in a publicly held company will not be considered "significant" if the (i) entities in which the Trustee and all individuals or entities having significant relationships with the Trustee own, in the aggregate, more than 10 percent; or (ii) the Trustee is an officer, director, trustee, partner, or employee of the other party.
In connection with any actual or possible conflict of interest, a Trustee must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board.
Trustees may not use or copy the intellectual property (including but not necessarily limited to trademarks and trade secrets) of the Foundation or any third party without the owners' written permission.
Personal Gifts, Entertainment, and Conduct Towards Vendors, Suppliers, and Service Providers
The Foundation requires the highest standards of integrity and objectivity in dealing with vendors and service providers. Suppliers and vendors should be treated in a fair and reasonable manner, consistent with applicable laws and good business practices. All bids and proposals must be evaluated objectively on the merits of quality, technical excellence, service, price and suitability. Gifts, personal loans, entertainment, or other special consideration beyond nominal value should not be accepted from an individual or business organization doing business with the Foundation.
Trustees cannot accept or give gifts or gratuities beyond common business courtesies of nominal value. In general, a Trustee can accept a gift if it is unsolicited, inexpensive (less than $100), infrequent, and if it will not influence or be perceived as influencing their business judgment. Otherwise, any Trustee who is offered or who receives a gift of more than nominal value should politely refuse it or return it to the giver explaining the Foundation policy against the acceptance of personal gifts. Personal gifts of nominal value may be accepted and shared with co-workers. Trustees should never solicit personal gifts, directly or indirectly, from customers, vendors, suppliers, or service providers.
Entertainment and meals offered or received by Trustees as part of legitimate business activity are not included in the $100 gift limit, but must be within the boundaries of reason and moderation. Trustees may pay for or accept customary business or social amenities (for example, meals, attendance at cultural or sporting events) provided the activity and the expenses involved are modest, are not prohibited by law or by the Foundation's business practices, and if public disclosure would not embarrass the Trustee or the Foundation.
Under no circumstances may Trustees accept or give compensation (in money, goods, services, or favors) in return for improperly obtaining, influencing, or rewarding favorable treatment in obtaining contracts, services, referrals, goods or business. Such compensation may be considered bribery, which violates the laws of the United States and other countries. Trustees must avoid decisions that are or appear to be based on personal favoritism or other factors unrelated to the best interests of the Foundation.
If any doubt exists about whether a course of action is lawful, Trustees should seek advice immediately from the Executive Director or the General Counsel.
It is critical that Trustees recognize that all members share responsibility for conducting themselves in a manner consistent with the standards outlined here. Trustees should agree to the following principles and returned the Pledge of Personal Commitment section of this document with signature to the Wikimedia Foundation or to the Executive Director as soon as possible.
Pledge of Board/Trustee Commitment
(Revised May 8, 2007)
As a member of the Board of Trustees of the Wikimedia Foundation, I acknowledge the following:
- It is my responsibility to know all Foundation Bylaws and policies and to be familiar with all projects and initiatives. Along with the rest of the Board, I will oversee the implementations of policies, projects and initiatives as set forth by the Bylaws and governing policies of the organization.
- It is my responsibility to adhere to the guidelines set forth here and elsewhere in Board resolutions and Bylaws.
- I pledge to adhere to my confidentiality obligations in order to support the free and open exchange of ideas and information both among the Trustees and within the Foundation.
- I am responsible for the health and wellbeing of this organization. As a Trustee, I pledge to carry out my responsibilities with the highest degree of integrity, and to avoid all real and perceived conflicts of interest in conjunction with the Conflict of Interest policies as set forth by the organization.
- During my term of service, I agree to attend as many board and committee meetings as practicable, and participate in all such meetings using fair, independent judgment and due care in conducting said business. I will participate fully, and come prepared to contribute to the discussion of issues and business to be addressed at scheduled meetings, having read the agenda and all background support material. Further, I agree to communicate with other Trustees and staff in a straightforward and thorough fashion to any answer and propound questions I believe must be answered so that I can carry out my fiscal, legal, or moral responsibilities to this organization. When foreseeing the likelihood of an inability to attend the meetings, I agree to notify the Chairman of my prospective absence at least seven days prior to the meeting.
- Working in coordination with the Executive Director and staff, I will interpret the organization's work and values to the community, represent the organization, and act to promote the Wikimedia Foundation in a positive and supportive manner at all times and in all places, consistent with the non-disparagement, confidentiality, and other provisions of the Statement of Obligations and Responsibilities.
- Wikimedia Foundation agrees to provide to me as a Trustee frequent updates and previous meeting minutes prior to the board meeting at which it is to be discussed and approved.
- I will be provided financial reports, and will receive a draft annual budget for review prior to the meeting at which it is to be discussed and approved. I will be provided with access to the Board Chairman to discuss projects, initiatives, policies, goals, and objectives of the Wikimedia Foundation Inc.
- I understand that the Wikimedia Foundation will carry out its duties and responsibilities to support my role as a Trustee:
- Wikimedia Foundation agrees to reimburse me for reasonable expenses related to board business.
- Wikimedia Foundation agrees to provide insurance coverage for me in my capacity as a member of the board of directors, said insurance to be governed by the terms and conditions of the policy.
- Wikimedia Foundation agrees to help me perform my duties by offering me opportunities for professional development as a Board member.
- If, for any reason, I find myself unable to serve in the capacity outlined above, I agree to communicate promptly to the Board Chairman to remedy the situation. I recognize that, whether or not I have communicated my inability to serve in my capacity as Board Member, the Board may choose to remove me from my position or take other steps to remedy the situation. My signature below represents my understanding of these policies, and my acceptance of this agreement.
I have read the The Foundation Statement of Obligations and Responsibilities and all related Foundation policies as included in reference documents and understand that I am responsible for complying with the policies and guidelines set forth herein.
For the Foundation:
_________________________ _________________________ Trustee Signature Signature
_________________________ _________________________ Printed name Printed name and title
- Code of Conduct
- Conflict of Interest (General)
- WMF Travel Policy