Wiki Project Med Foundation (WPMEDF) recognizes that ensuring the continuity and effectiveness of our work requires dealing with potential and actual conflicts of interests. These can undermine credibility, cast doubt and criticism on operations, and damage our core mission.
WPMEDF commits to:
- Maintain respect and professionalism. Communications within the WPMEDF and the Wikimedia community should be respectful and professional. The tone should be set and modeled by those in positions of trust.
- Keep roles within WPMEDF separate from personal interests. Members should keep their organizational roles separate from their own personal interests. For example, a director should never use that position within the company to advance their own financial interest. Similarly, when WPMEDF members are acting in their personal capacity, for their own benefit, they should not rely on their WPMEDF title or office in any way, and they should be clear about it.
- Be transparent with regard to conflicts of interest and cooperate in resolving them. Members should disclose actively their potential conflicts of interest when requesting resources. The highest standards should be followed in managing conflicts. If a WPMEDF employee, officer or director believes there is any possibility that they present a potential or actual conflict of interest, this should be raised immediately with the appropriate decision-maker. Furthermore, the employee, officer, or director should be forthcoming and transparent with regard to all relevant facts, so the appropriate decision-maker may fully assess the potential conflict.
- Go beyond the minimum requirements of law. We hold ourselves to the highest standard of propriety, beyond the basic legal requirements.
Disclosing conflicts of interest
Members of WPMEDF should disclose conflicts of interest readily and fully, erring on the side of more disclosure than less and sooner disclosure than later.
Guidelines for members
Disclose a potential or actual conflict of interest actively if:
- you are receiving payment or anything of value from a person or organization that may benefit from your request, use, or allocation of WPMEDF resources.
- you are requesting, using, or allocating resources that may benefit your family member, spouse, partner, business associate, significant other, close friend, or their organizations or employers.
- if your request, use, or allocation of resources could be perceived by others or the public as improper. Even the perception of a conflict or unauthorized personal gain needs to be disclosed.
To "disclose actively" means (1) to report the conflict to the Board and any parties involved in the allocation of the resources in question; and (2) to do so explicitly and in advance of any serious discussion or decision about the allocation or use of those WPMEDF resources.
Answer fully and honestly any relevant and appropriate questions when requesting, using, or allocating WPMEDF resources.
Do not request, use, or allocate resources for unauthorized personal gain.
Reviewing conflicts of interests
The Board will review conflicts of interest in detail, seeking to understand the relationships and incentives that may undermine or corrupt neutrality and any individual's, organization's or committee's ability to advance our mission. These reviews will be conducted in private, but relevant results will be maintained in a public repository where deemed appropriate.
Recusing from positions or partnerships
Members, organizations, and committees should recuse themselves from situations in which their conflict of interest would impair or be seen to impair their ability to remain neutral and effective. That recusal process includes internal voting, formal partnerships, and other WPMEDF initiatives in which interests meaningfully conflict.
Our Board should reflect a global diversity of voices and users and recognize that not all potential board members are able to pay for their own out of pocket expenses. We will therefore normally reimburse expenses that are properly incurred in support of our mission, if they are approved beforehand. Advance payment of expenses may be considered where cost may be an obstacle to any board member carrying out their duties.
Expenses will only be reimbursed if they are approved in principle prior to the expenditure, are reasonable, are properly recorded with receipts or invoices, and are properly authorised. Board members are expected to keep the expenses they incur to the lowest reasonable level.
Expense claims must be accurate. Submitting a false or misleading claim, even if not paid, may damage public confidence in WPMEDF and will be considered a serious disciplinary matter.
Board members may not accept non-trivial, non-token gifts in connection with WPMEDF. Token gifts are under $25, and are ok, but should still be accepted with care to avoid undue influence. If a partner organisation offers to pay for a lunch to discuss joint activities then this may be acceptable, but a judgement should always be made as to whether the gift is appropriate. Where it could be perceived as impairing the ability of the board member to make independent decisions, at the time or in the future, in the interests of the WPMEDF's aims, then the gift must be politely declined.
Board members will not be eligible to receive prizes from WPMEDF initiatives or contests that they themselves had a direct hand in setting up or organizing. This does not apply to prizes from outside organizations which may reward WPMEDF members for their activity and contributions.
Directors should not seek or accept any post or form of compensation from organisations funded by WPMEDF for a period of six months after they have been a member of the board, without the explicit permission of the Board. Permission will usually be granted in the case of a Board member applying for a Wikimedian-in-Residence post, provided that that the trustee has recused themselves from discussions that lead to the creation, funding of, or agreement to the post. Because of the potential harm to the organization's reputation from not following this protocol, not abiding by it would result in the individual no longer being able to participate as members (Board or otherwise) in WPMEDF.
Partnering with other organizations
We should leverage partnerships with other organizations to advance our mission; however, we must be mindful of the fact that not every organization we work with will fully overlap in their interests with ours. We should be particularly careful about partnering with organizations that have conflicting profit-motives, advocacy goals, ethical obligations, or vested interests that conflict with WPMEDF's mission. We should make clear when partnering with organizations that doing so does not represent WPMEDF's endorsement of all of their activity. We should delimit the scope of partnerships to particular areas of common interest where no conflict of interest exists. If we are unsure of our ability to sufficiently disambiguate our common interests from conflicting interests, then we should seek external review and err on the side of caution and transparency in our partnerships.
When Board members nominate themselves as candidates for election, they are informed of their duties as trustees, including their duty to avoid conflicts of interest.
If a conflict of interest is discovered, the person with a conflict of interest must be given reasonable opportunity to explain their position.
For future discussions about handling that conflict of interest, the affected party must not have a voting role in deciding what to do; they must recuse themselves.
Board members will normally be required to pay back any amounts which have been improperly received.
In events where a conflict of interest poses an immediate risk to WPMEDF or its projects, an emergency board meeting will be conducted via email. Meanwhile, the President of WPMEDF is authorized to make temporary decisions that are seen as necessary to maintain the integrity of WPMEDF. If the President themselves is involved in the conflict of interest, then temporary decision-making power is retained by the Vice-president (Then the Treasurer, then the Secretary). If there is an emergency action which happens, a full meeting of the non-involved board members must take place within one month to determine the proper path forward.
The Board will review this policy (and other WPMEDF policies) at least once per year, during their annual policy review, which will happen in the month of May.
Removing board members
In severe cases, Board members who find themselves in a damaging position of conflict of interest which they did not properly disclose may be temporarily removed from the Board (given the opportunity to resign first), until a full meeting of the board can be held. After that period, there is no prejudice against a member rejoining the Board through a reappointment process voted on by the Board. If the Board cannot properly adjudicate the situation then reinstatement should wait until a full vote by WPMEDF members can take place.
WMPEDF welcomes donations which advance our mission. Donors fall under the COI policy if they are members, but donors need not be members. Donations confer no special voting privileges but may be tied to public acknowledgement or communications with and access to Board members. Donors may remain anonymous if they choose to, unless their donations are earmarked for specific activities--then donations should be public and related affiliations checked for mission-alignment with our goals. WPMEDF won't take donations from someone whose personal or organizational mission is clearly in conflict with ours, particularly if those donations are earmarked for specific projects. Donations should not come with strings attached that in any way inhibit our ongoing or future activities; donations should only advance our mission, scope, and membership, not constrain them.
A simple COI declaration for donors is appropriate for substantial donations (over $1000 in money or equivalent value). If a donation is associated with or leads to a specific program or partnership, WPMEDF should disclose the donor relationship to avoid the appearance of impropriety, and the Board will review the partnership to ensure that the donation did not inappropriately influence activities. Donations should contribute to our activities, but not in a way that corrupts our mission or sound functioning.
Media response strategy
Only the Outreach Coordinator and the President may represent the WPMEDF in its dealings with the press, our members, the Wikimedia community or other bodies. Other members speaking to the media must make it clear that they do not represent the Board or the Foundation as a whole unless that has been agreed to in advance by the Board. Communication with the media should be conservative, respectful and honest, admitting if we have erred, and committing to fully investigate any wrongdoing.