Wikimedia Foundation Board Handbook

From Meta, a Wikimedia project coordination wiki
Jump to: navigation, search
Information

The Board Handbook is a reference document for the m:Wikimedia Foundation Board of Trustees, and it may be updated periodically after review with the Board Governance Committee.

To keep this version of the Board Handbook stable, we ask that you do not make substantive changes directly. You are welcome to make suggestions on the talk page. Thank you!

Wikimedia Foundation
Board Handbook
Board of Trustees of the Wikimedia Foundation

The Wikimedia Foundation (WMF) is served by the Board of Trustees and its staff in carrying out its mission "to empower and engage people around the world to collect and develop educational content under a free license or in the public domain and to disseminate it effectively and globally."

At WMF, we believe it is our responsibility – to our volunteers, donors, users, movement organizations, supporters and the general public – to be a model of good governance. Good governance is critical to the success of any nonprofit organization and its ability to achieve its mission and live up to its values.

Good governance starts with the Board of Trustees, which oversees the organization and is ultimately responsible for its success.[1] This handbook serves primarily as a resource for current, new and prospective WMF Board members to help them meet our commitment to good governance and ensure legal, ethical and effective Board practices. It also will help anyone seeking to learn more about WMF and its governance procedures.

The previous board manual created by the WMF Board served as an excellent foundation for this updated and expanded Handbook. This Handbook provides detailed information on the Board's present structure and operations, guidance on legal requirements and best practices relating to good governance and practical "how to" information for Board members regarding Board meetings, agendas, minutes, resolutions, voting and other Board activities.

WMF is incorporated in the State of Florida, where it was originally headquartered and thus is subject to Florida's law on corporations and the jurisdiction of Florida's Attorney General. As a nonprofit organization, WMF is also subject to select US federal laws, such as federal tax laws and to the jurisdiction of the US Internal Revenue Service. The articles of incorporation, bylaws and Board resolutions are subject to these laws and may limit or define further the scope of permissible actions by WMF. This handbook includes references and links to these relevant laws, articles, bylaws, resolutions and policies, with which Board members should familiarize themselves.

Contents

Background on Wikimedia Foundation[edit]

Vision, mission and guiding principles[edit]

WMF's vision is: "Imagine a world in which every single human being can freely share in the sum of all knowledge. That's our commitment." This vision statement embodies our dreams, hopes and ambitions for a future in which all individuals have equal opportunity to share in the benefits of accessible free knowledge.

To make this vision a reality, WMF is determined to give every person the ability to participate in our projects. WMF's mission therefore is "to empower and engage people around the world to collect and develop educational content under a free license or in the public domain and to disseminate it effectively and globally. In collaboration with a network of chapters, WMF provides the infrastructure and an organizational framework for the support and development of multilingual wiki projects that serve this mission."[2] As part of its mission, WMF "will make and keep useful information from its projects" – such as the website Wikipedia – "available on the Internet free of charge, in perpetuity." More information is available in our full mission statement.

In 2008, the Board described the organization's values. WMF is also committed to some guiding principles, of which some excerpts follow.

  • Freedom and open source: The Wikimedia Foundation is deeply rooted in the values of the free culture and free software movements. An essential part of WMF's mission is encouraging the development of free, open source resources that may be created, used and reused by the entire human community.
  • Serving every human being: The Wikimedia Foundation aims to make the Wikimedia projects broadly accessible to all and to eliminate barriers that could preclude people from accessing or contributing to our projects.
  • Transparency: We believe that our community and the public deserve transparency in our operations and governance and we have incorporated this principle into our governing documents.
  • Accountability: The Wikimedia Foundation wants to be accountable to the people who create the Wikimedia projects, to donors and to readers.
  • Stewardship: The Wikimedia Foundation has been entrusted with stewardship of key assets of the Wikimedia movement, such as its trademark and grant monies, and, in this role, we must use those assets in the interests of the mission and the entire global community.
  • Shared power: The Wikimedia Foundation shares decision-making with a global community of volunteers.
  • Internationalism: The Wikimedia Foundation supports projects that are international in scope and we aspire to reflect that internationalism in our own work.
  • Free speech: The Wikimedia Foundation believes that everyone in the world has a right to free access to information and we are proud of the work the Wikimedia community does to compile information and make it available. We will never facilitate, enable, or condone censorship of the Wikimedia projects.
  • Independence: As a nonprofit, WMF depends on donations and grants to operate. To ensure independence and freedom from influence, we adhere to a donations policy, refuse donations that might constrain our decision-making and aim for diversity of revenue sources.

Projects and impact[edit]

WMF's projects – including its websites – are the core of the Wikimedia movement and are collaboratively developed by users around the world. Most Wikimedia content is available under the terms of a free license (such as a Creative Commons license) or is found in the public domain, allowing the content to be freely used, edited, copied and redistributed.[3]

The Wikimedia sites include some of the largest collaboratively-edited projects in the world. The largest is Wikipedia, the free encyclopedia that has become the fifth most popular Internet property in the world and the largest website run by a non-profit organization. As of July 2013, it had more than 24 million articles written in 284 languages and enjoys about 500 million unique visitors per month. The most recent statistics are published publicly in the WMF Report Card.

Other Wikimedia projects include:

  • Wikibooks, a collection of open educational content, including free e-book resources;
  • Wikidata, a free knowledge data base about the world;
  • Wikimedia Commons, a central repository of free media such as videos, photographs and music;
  • Wikinews, a citizen news source that aims to provide a high quality alternative to proprietary news sites;
  • Wikiquote, a repository of famous or interesting quotes, proverbs, mnemonics and slogans;
  • Wikisource, an archive of public domain primary materials;
  • Wikispecies, an extensive species database for taxonomy;
  • Wikiversity, a collection of learning and research materials;
  • Wikivoyage, a free travel guide;
  • Wiktionary, a multilingual dictionary that aims to define all words in all languages; and
  • MediaWiki, an open source software project.

Role within the Wikimedia movement[edit]

WMF is part of the broader Wikimedia movement, a global community of tens of thousands of active editors, photographers, writers and other contributors. The Wikimedia movement predates WMF and had already made a significant impact throughout the world before WMF even existed. WMF was formed in June 2003 to serve and acts as a steward and integrated part of the movement.

The Wikimedia movement is actually made up of lots of different communities. Many of them are organized around individual language versions of WMF projects, but there are also project-based communities, such as the Meta community and technical development communities (e.g., the MediaWiki community). Community size can range from a handful of editors to tens of thousands of contributors in the case of English Wikipedia or Wikimedia Commons. Communities often overlap.

Together, the members of these communities form the "Wikimedia community." It includes everyone who invests time working on Wikimedia projects, from article editors to developers and the many others who contribute in myriad ways. Some community members participate only in online activities, such as editing Wikipedia or implementing its policies and processes, while some also engage in meetings and outreach activities. "Joining the community" is as simple as lending a hand, whether by editing or doing other work, or being inclusive to new participants, which is a core Wikimedia value.

Community exchanges often take place "on-wiki" (special online discussion pages), on Meta (a global community site where issues may be discussed online), or by Internet Relay Chat (IRC) (a protocol for live interactive Internet text messaging (chat) or synchronous conferencing). There are also many mailing lists to which community members can subscribe, such as wikimedia-l, which is is the general discussion list for the Wikimedia community. "Asking the community" generally means posting on wiki village pumps, the community mailing lists and Meta. The most vocal community members (such as those who post on mailing lists) do not necessarily represent the majority of the community, so it is important to solicit feedback in a variety of places.

Board members are required to subscribe to 'board-l' (a confidential internal mailing list for trustees and limited staff like the Executive Director, the Secretary of the Board/General Counsel and select support staff). Board members are strongly encouraged to subscribe to 'WikimediaAnnounce-l' (reserved for official Wikimedia announcements). Board members are not typically included in WMF staff mailing lists.

Technology and the law[edit]

WMF uses free software and a technology infrastructure to run our projects at a fraction of the cost of other major web properties.[4] The primary software application for WMF projects is MediaWiki, an open source application to which WMF is a primary contributor. MediaWiki is designed to run on a series of large data servers for websites that get millions of hits per day. WMF staff and community volunteers actively develop MediaWiki; many non-WMF wiki sites use the application as well. WMF's employees license their software contributions and cultural works produced in their jobs under the GNU General Public License and CC BY-SA license respectively.

WMF operates as what is known under US law as an Internet service provider, which means that WMF hosts content but does not create or legally control that content. WMF complies with United States law on content limitations and removal procedures, and – as an online service provider – operates under the safe harbor protections of the Digital Millennium Copyright Act. Key legal issues that are relevant to Wikimedia Foundation as an Internet hosting service are set out in legal policies and in our terms of use.

Trademarks[edit]

Our trademarks identify the Wikimedia projects and the work and goodwill of our community. Protecting our brand is a core reason why WMF – which legally owns the trademarks – was created. WMF has built and now maintains a global trademark portfolio for our large repertoire of marks and continues to register new brands. This portfolio represents a value, likely worth hundreds of millions of dollars, created by a dedicated, prolific and passionate volunteer community.

The Board must act as a steward of our trademarks for our community. Working for the Executive Director and Board, the legal department has primary daily responsibility for the protection and maintenance of our trademarks and the execution of our trademark policy with the understanding that, within legal parameters, WMF must nurture our brand for the benefit of the community. The Board should consult with the Executive Director (who in turn should consult the legal department) to propose any use of our trademarks that is outside the scope of our trademark policy.

Funding[edit]

Consistent with our commitment to independence and diverse revenue sources, WMF is primarily funded by donations from hundreds of thousands of individuals in more than 150 countries. The average donation is small, but we also receive a limited number of larger gifts and grants from individuals, foundations and other benefactors.

For gifts of $100,000 or more, WMF's Board receives notification from the Executive Director (or fundraising staff, as delegated). Board members then have seven days to discuss the proposed gift and ask any questions. If there are concerns about a proposed gift, the Board may, if necessary, take a vote on whether to accept it. However, the Board is not required to vote on any gift and, as a practical matter, very rarely finds a need to do so. The overwhelming majority of gifts that WMF receives do not raise concerns and are accepted without any action by the Board.

We do not believe that advertising is appropriate for our projects or consistent with some of our values, so we will not consider advertising as a source of revenue. You can read more about our views on advertising revenue.

WMF uses the donations, grants and gifts that it receives to fund its operations and to develop and support the global Wikimedia movement. One of WMF's key roles is to act as a grantmaker to the movement, providing funds to qualified organizations, projects and volunteers who support the Wikimedia mission. You can read more about how WMF uses the funds it raises on the Foundation wiki donation FAQ.

Movement organizations[edit]

In addition to WMF, the movement includes an international network of independent organizations that WMF has formally recognized and supports. One of WMF's key roles is to partner with these movement organizations to promote our common mission and goals. Those organizations include:

  • Local chapters, which are incorporated, independent, nonprofit organizations founded to support and promote Wikimedia projects within a specified geographical region. Local chapters may support the Wikimedia movement by organizing local events and projects and non-local projects (such as m:WikiAfrica and Wikidata). Chapters may also provide a local point of contact for volunteers and other community members.
  • Thematic organizations, which are incorporated, independent, nonprofit organizations that further WMF's mission by supporting and promoting Wikimedia projects on a specific theme or issue.
  • User groups, which are groups of Wikimedia users who support and promote Wikimedia projects in the offline world by organizing meet-ups and other events. User groups may be incorporated, independent, nonprofit organizations or simply unincorporated, informal groups of users.
  • Movement partners, which are intended to be like-minded organizations that actively support the Wikimedia movement's work.[5]

These organizations are legally independent from WMF. WMF has no legal control over them and they, in turn, have no legal control over WMF or its projects and do not speak for or represent WMF in any legal capacity. WMF has granted many of these organizations limited rights to use WMF trademarks for certain specified purposes.

Chapters, thematic organizations and user groups are committed to align with WMF's mission, follow good governance principles and use WMF's trademarks properly. WMF enters into agreements with movement organizations to help coordinate understanding and cooperation.[6] These agreements include obligations to publish public reports on activities and finances and to ensure proper use of trademarks. In addition, the Board has passed a movement governance resolution called the Organizational Best Practices Resolution with the expectation that movement organizations will seek to comply with it. If a movement organization does not comply with its agreements, WMF tries to resolve the issue informally. However, if necessary to address significant noncompliance and as a last resort, WMF has the option to revoke the organization's agreement or simply terminate funding and other support.

Community-run committees[edit]

The Wikimedia movement includes several community-run Wikimedia committees created by the Board to provide recommendations to the Board. These include the Affiliations Committee (AffCom), which advises the Board on approval of new movement organizations and the Funds Dissemination Committee (FDC), which advises the Board on how to allocate funds to eligible organizations to further WMF's mission.[7] You can read more about these and other Board committees below.

Wikimania[edit]

WMF helps support Wikimania, an annual conference for our Wikimedia community, including its contributors as well as interested members of the public. Wikimania takes place in different locations around the world and usually is organized by the local chapter. The purpose of the conference is to allow the community and the general public to learn about and share their experiences with Wikimedia projects and other free knowledge initiatives. Typically, one of the Board's quarterly in-person meetings is held at the same time and location as Wikimania, so that Board members can participate as well. Many WMF staff members also attend.

Wikimedia Conference (Chapters Meeting)[edit]

WMF helps support the annual Wikimedia Conference (also known as the Chapters Meeting), which is held at different international locations. The conference provides an opportunity for representatives from chapters and thematic organizations all over the world to meet and discuss issues affecting movement organizations. Typically, one of the Board's quarterly in-person meetings is held at the same time and location as the Wikimedia Conference, so that Board members can participate as well. Some WMF staff members also attend.

Other movement initiatives[edit]

Chapters and other groups may organize formal and informal groups to support the Wikimedia movement. These initiatives include Iberocoop, a regional cooperation among Ibero-American Wikimedia groups; Wiki Loves Monuments, an international contest for freely-licensed photography; and GLAM-Wiki, an outreach initiative to support galleries, libraries, archives and museums (GLAMS) in producing open-access, freely-reusable content. GLAM-Wiki projects include the Wikipedian-in-Residence program and many other collaborative projects involving cultural and educational institutions and the Wikimedia community.

Key policies[edit]

In addition to its bylaws, WMF has a number of important policies that apply to all of its projects and users. Board members must familiarize themselves with and respect these policies, including the following:

Non-profit organization: finances, tax-exemption and lobbying[edit]

WMF is incorporated in Florida, where it was originally headquartered and governed by Florida's law on corporations. It is currently headquartered in San Francisco, California.

WMF is a tax-exempt non-profit organization. Under Section 501(c)(3) of the Internal Revenue Code, a non-profit organization may be tax-exempt if it is organized and operated exclusively for charitable, religious, educational, scientific, or literary purposes.[8] Tax-exempt organizations are subject to taxes on unrelated business income that does not sufficiently further the organization's purpose.

As Board members, you can review WMF's financial reports and Internal Revenue Service filings and ask any questions to our Chief of Finance and Administration.

Limits on lobbying[edit]

501(c)(3) tax-exempt organizations are prohibited from political campaigning and subject to limits on lobbying. Such organizations may engage in some lobbying activities, but lobbying may not constitute a "substantial part" of the organization's activities. However, it is not always easy under the vague "substantial part" test to determine how much lobbying activity is too much.

To solve this problem, an organization may elect to use an expenditure test – called the 501(h) election – instead.[9] By making a 501(h) election, the organization sets a ceiling on its lobbying expenditures using a sliding scale based on its total annual exempt purpose expenditures.

WMF has made the 501(h) election. Information regarding the amount that WMF may spend on permitted lobbying in any given year is available from the Treasurer. Thresholds may vary every year, depending on revenues and other variables. However, as a rough guide, generally expenditures on direct lobbying cannot exceed $1,000,000 and expenditures for grassroots lobbying cannot exceed $250,000 in any fiscal year. All such expenditures must meet other legal requirements and necessitate previous approval by the Treasurer.

These legal restrictions on lobbying and political campaigning apply to the 501(c)(3) organization as a legal entity and those people speaking on its behalf. There is no specific restriction on a Board member engaging in these activities on his or her own personal behalf. However, Board members should be sensitive to the fact that, because of their position on the Board, they may be perceived as speaking for WMF even when they are not – which is not appropriate. Board members engaging in these types of activities accordingly should make clear that they are acting on their own behalf, not WMF's. For example, they should be careful to sign petitions, letters and other such documents in their own names, without reference to WMF or their position on the Board. They should avoid referencing WMF or making statements that could cause others to believe that they are speaking for WMF. In some situations, when giving a presentation or interview, for example, it may be necessary to explicitly state that any opinions expressed by the Board member are personal opinions and not necessarily those of WMF.

Violation of the campaigning and lobbying rules may result in loss of an organization's tax-exempt status. Board members may not engage in campaigning activities on behalf of WMF. They may engage in lobbying activities on behalf of WMF only with express approval from WMF's Treasurer (i.e. Chief of Finance and Administration) and the General Counsel. WMF follows an internal policy – written with community collaboration – on how to associate itself with political and policy causes.

Further background reading[edit]

See below for more information about WMF and the Wikimedia movement.

The role of the Board[edit]

WMF plays a role as an entrusted steward within the Wikimedia movement. The Board's role (and legal obligation) is to oversee the management of the organization and ensure that it fulfills this role. To help accomplish this, the Board maintains a strong connection to the Wikimedia community. For example, WMF's bylaws require that a majority of Board seats (not including the Founder's and non-member officer seats) be filled by candidates selected by the community and chapters, an unusual requirement for a nonprofit board. Board members are often active community members as well. That said, Board members have a fiduciary duty to represent the overall WMF interests during their service on the Board – not just the interests of chapters or certain parts of the community.

Florida law requires Board oversight of WMF's operations,[10] as do WMF's bylaws.[11] The Board also oversees the exercise of the organization's "corporate powers," which means the power to operate as a nonprofit corporation and take actions that have legal consequences such as: appointing officers and agents; adopting, amending and repealing bylaws; buying, selling, or leasing real and personal property; owning and licensing patents, copyrights and trademarks; hiring and firing employees; entering contracts; suing and being sued; and raising, borrowing, lending, investing and donating money for corporate purposes.[12]

Effective Board oversight[edit]

The Board's role is oversight, not day-to-day management. Good board members enable good management by the Executive Director and staff. They do not manage the organization themselves or interfere in its day-to-day operations. The Board's oversight role includes decision-making, monitoring and leadership.

In its decision-making capacity, the Board should:

  • Define, review, and revise WMF's vision, mission and values when appropriate;
  • Determine WMF's long term strategy and goals;
  • Formulate and approve high-level policies;
  • Select, evaluate and (if necessary) remove the Executive Director; and
  • Determine the Executive Director's compensation, using a process that relies on relevant data and involves independent review.

In its monitoring capacity, the Board should:

  • Evaluate how well WMF is fulfilling its vision, mission and values;
  • Evaluate risks to WMF and its vision, mission and values;
  • Review performance metrics for goals and projects;
  • Monitor WMF's financial performance and use of assets;
  • Evaluate the adequacy of WMF's internal controls and financial reporting;
  • Oversee compliance with legal obligations and WMF policies; and
  • Advise the Executive Director and senior staff, drawing on relevant Board member expertise.

In its leadership capacity, the Board should:

  • Articulate WMF's vision, mission and values to the public;
  • Communicate WMF's direction and activities to the community;
  • Support and advise the Executive Director and senior staff without micromanaging;
  • Maintain the legal and ethical integrity of the organization;
  • Recruit and orient new board members; and
  • Cultivate Board diversity.

Board compensation and time commitment[edit]

WMF Board members are not compensated for their Board service,[13] and are not permitted to receive any personal financial benefit from WMF funds or other assets.[14] However, Board members may be reimbursed for reasonable and appropriate expenses incurred in connection with their Board service. For more information about travel and other expenses, please see below.

Board members should expect to spend around 12 to 15 days per year on Board business. They should ensure their willingness and ability to make that time commitment before agreeing to join the Board. Board officers, particularly the Chair, should expect to devote even more time.

Community participation[edit]

Some Board members are active in the Wikimedia community, as editors, administrators, or in other movement roles. However, because this is not mandated of Board members, it is not included in the estimate of the number of days per year required for Board business. This is work that some Board members choose to do in addition to their Board service; they do it in their capacities as individuals, not as Board members.

It is important for legal reasons that Board members understand and maintain this distinction between Board work and community participation. For example, Board members who are active in the Wikimedia community as editors, administrators, or in other movement roles should consider including disclaimers in their communications (similar to those used by WMF staff), such as:

Although I am a member of the Board of Trustees of the Wikimedia Foundation, contributions under this account do not necessarily represent the actions or views of the Board or the Foundation unless expressly stated otherwise. For example, edits to articles or uploads of other media are done in my individual, personal capacity unless otherwise stated.

Professional development[edit]

Board members are encouraged to participate in professional development activities to enhance their knowledge and skills as board members. Professional development includes leadership skills, governance training and language support (for those for whom English is a second language). Activities include attending classes, seminars and conferences, reading books and other resources and subscribing to relevant newsletters and publications. WMF will cover the cost of appropriate professional development activities provided that Board members obtain advance approval from the the Chair of the Human Resources Committee. WMF also offers professional development individual coaching opportunities for Board members. Board members who would like to receive professional development coaching should contact WMF's Chief Talent and Culture Officer to discuss.

Building a strong and diverse Board[edit]

Recruitment of new Board members is an important part of the Board's duties. The ideal Board includes a diverse group of people from different backgrounds and with different skills, who, collectively, have the desire, experience and ability to help WMF fulfill its mission. Building an ideal Board requires thoughtful recruitment of new Board members.

WMF's Board engages in an annual self-assessment process to evaluate its performance, identify areas for improvement or needed expertise and assess its composition in terms of diversity in backgrounds and experience. The Board often shares its conclusions on these issues with the Wikimedia community in part to assist in the selection of future Board member candidates.

Qualifications required by law and bylaws[edit]

Board members must be at least 18 years old.[15] In addition, under WMF's bylaws, Board members must resign from any board, governance, or paid positions at the WMF, chapters, thematic organizations, and user groups for the duration of their terms as Trustees, but may continue to serve chapters, thematic organizations, and user groups in an informal or advisory capacity.[16] As a matter of good practice, Board members should resign from all other governance positions within the Wikimedia movement as well, even if not specifically required to do so by the bylaws.

Desirable skills, experience and traits[edit]

The following skills, experiences and traits are desirable in a Board member:

  • Affinity for the mission and mission-related skills: The Board's primary function is to ensure that WMF fulfills its mission. Passion for the mission and respect for the Wikimedia community are essential and mission-related skills are very helpful.
  • Integrity: Board members should understand and respect their legal duties of care and loyalty (as explained below) and their responsibilities as stewards of the Wikimedia community.
  • Collegiality: The Board acts as a collective body, so Board members should be team players, respectful of others and tolerant of dissent but able to create and abide by consensus decisions. Board members must understand the distinction between actions as a Board and actions by Board members as individuals.
  • Leadership: The Board's role is one of oversight and high-level strategic planning. The ability to think strategically, focus on big picture issues, and avoid micro-managing is highly desirable.
  • Commitment: Board members should be engaged with, and actively participate in, Board meetings, committees and other Board activities and be willing to follow through on Board tasks. Board members are not compensated for their services, so a high level of commitment to WMF and the Wikimedia community is required.
  • Relevant skills: Nonprofit veterans, community or corporate leaders and individuals with needed skills relevant to Wikimedia, including fundraising, accounting, public policy, advocacy, public speaking, human resources, governance, legal, technology and internet product development skills can be valuable assets to the Board.
  • Diversity in background, language and culture: The Board's composition should reflect the global nature of the Wikimedia movement and WMF's commitment to diversity.

Background checks and secondary source review for Board members[edit]

As an essential aspect of good governance, due diligence, and the Board’s duty of care, all candidates elected to the Board for the first time must undergo a background check before they may be appointed to the Board. For Board members who serve more than one term, background checks will be renewed approximately every four years.

At the direction of the Secretary of the Board, a WMF human resources staff member coordinates the background checks. Typically, the checks are conducted by an independent company and only after the candidate or Board member (in the case of a renewal background check) has consented and provided the required information, such as identifying information, residential and employment history and other relevant information. The process typically takes about one week for US-based searches and two to three weeks for international searches. It may involve a search of public and private records, including school, employer and licensing and law enforcement authority records.

In the unlikely event that a background check reveals information indicating that a candidate or Board member might not be qualified to serve on the Board (for example, an unsuitable criminal record, falsified credentials, or some other issue that makes him or her dangerous, unqualified, or unfit for the position), the Secretary would raise the potentially disqualifying issue with the Board Chair to determine what, if any, action is appropriate. The information may also be shared with the Board to determine whether an invitation to join the Board would be appropriate.

Additionally, at the direction of the Secretary of the Board, a WMF Communication staff member will prepare a secondary source review (including press and other sources). The secondary source review may be conducted by an outside company. The secondary source review—in combination with the background check—may require four weeks to complete and review. The Chair or Vice Chair will share the results of the secondary source review with the Board as appropriate, and the Board may use this information to determine if a candidate is qualified.

Number of Board members; election to the Board; new Board members[edit]

Number of Board members[edit]

There are ten seats on the Board, including one reserved for WMF's founder, Jimmy Wales. The bylaws require at least nine seats.[17] However, the Board may continue to conduct business while some seats are vacant, as long as there are three active Board members.[18]

In addition to these ten seats, the Board includes three non-member officers who are appointed by the Board: the Executive Director, Secretary and Treasurer. These non-member officers participate in Board meetings but do not have voting rights and do not count towards either the minimum number of Board members or a quorum required by law. Non-member officers may participate in non-public portions of Board meetings as needed.

WMF's bylaws require that a majority of seats on the Board (not including the Founder's seat and non-member officer seats) be filled by candidates selected by the community and chapters (i.e. five of the nine remaining seats).[19] This requirement reflects one way that WMF participates in the Wikimedia community and illustrates WMF's commitment and accountability to that community. Once selected, the Board must exercise its duty of care by ensuring that the selected candidates meet the requirements for Board service and the needs of the Board. Assuming they do, the Board will appoint the selected candidates to the Board.

Board member term length and limits[edit]

Pursuant to the Board Term Limits Resolution, all Board terms are limited to three years. Any Board member, except the Founder, can serve only a maximum of six years consecutively and a Board member is only eligible to re-join the Board after 18 months away from the Board.[20] The Founder also has a three-year term, but may be re-appointed without the a term limit.

Prior to 2018, the election will Board will have a transition period to evenly distribute the three-year terms. The schedule is as follows:

2015

  • 3 seats with two-year terms (selected through community elections)

2016

  • 2 seats with three-year terms (selected by chapters & thematic organizations)
  • 2 seats with two-year terms (appointed by the Board)
  • 1 seat with a three-year term (reserved for the founder)

2017

  • 3 seats with three-year term (selected through community elections)
  • 1 seat with a three-year term; 1 seat with a two-year terms (appointed by the Board)

Starting in 2018, Board members will be selected under the following rotation for regular three-year appointments:

  • Year 1: 2 seats appointed by the Board
  • Year 2: 2 seats via chapter and thematic organization selection, 1 via Board appointment, 1 founder seat
  • Year 3: 3 seats via community selection, 1 via Board appointment

Selection for the Board[edit]

Community selected Board members[edit]

Three of the ten Board members are selected by the Wikimedia community. The Board determines the dates and rules for their selection, as well as who is qualified to vote. An Election Committee made up of community members and staff advisors facilitates the selection process and advises the Board on the rules, procedures, and timeline. You can read more about the process on the Meta page on Community Elections. Starting in 2017, community-selected Board members are selected every three years and appointed by the Board for three-year terms.

The Board appoints the successful candidates, provided that, in the Board's judgment, they meet legal and other requirements for Board membership. If the Board determines that a community-selected candidate does not meet these requirements, the Board may not appoint the candidate. Instead, the Board will declare a vacancy and appoint the candidate who received the next highest number of votes and meets the requirements.

WMF places a high value on the interests of the Wikimedia community and its movement organizations. However, community-selected Board members are required by law to represent the interests of WMF. They must resign from any board, governance, or paid positions at the WMF, chapters, thematic organizations, and user groups for the duration of their terms as Trustees, but may continue to serve chapters, thematic organizations, and user groups in informal or advisory capacities.[21] As a matter of good practice, Board members should resign from all other governance positions within the Wikimedia movement as well, even if not specifically required to do so by the bylaws.

Board members selected by chapters and thematic organizations[edit]

Two of the ten Board members are selected by the chapters and thematic organizations using a process approved by a majority of the chapters and thematic organizations and the Board.[22] You can read more about the voting process on the Meta page on seats selected by chapters and thematic organizations. Starting in 2016, Board members selected by chapters and thematic organizations are selected every three years and appointed by the Board for three-year terms.

The Board appoints the selected candidates who receive the most votes provided that, in the Board’s judgment, they meet legal and other requirements for Board membership. If the Board determines that a candidate selected by chapters and thematic organizations does not meet these requirements, the Board may not appoint the candidate. Instead, the Board will declare a vacancy and appoint the candidate who received the next highest number of votes and meets the requirements.

WMF places a high value on the interests of the Wikimedia community and its movement organizations. However, Board members selected by chapters and thematic organizations are required by law to represent the interests of WMF. They must resign from board, governance, or paid positions at the WMF, chapters, thematic organizations, and user groups for the duration of their terms as Trustees, but may continue to serve chapters, thematic organizations, and user groups in informal or advisory capacities.[23] As a matter of good practice, Board members should resign from all other governance positions within the Wikimedia movement as well, even if not specifically required to do so by the bylaws.

Founder Board member[edit]

One seat on the Board is reserved for WMF’s Founder, Jimmy Wales. Starting in 2016, the Board may appoint the Founder for successive three-year terms ending on December 31, and there is no term limit to reappointment. If the Founder is not appointed, the seat will remain vacant.[24]

Board selected Board members[edit]

The remaining four Board members are selected and appointed by the Board for two-year terms.[25]

In 2016 and 2017, these seats may still be appointed for two-year terms described in the transitional schedule above. After 2018, two Board members may be appointed every three years, when a seat is available. As with all other Board members, these Board-selected members must meet the requirements for Board membership described in this Handbook.[26]

To ensure a comprehensive, global search for candidates who meet these requirements, an external search firm may be retained to identify potential candidates. The value of using a search firm lies in the ability to create a large candidate pool based on referrals and other sources, analyze the pool to identify the highest quality candidates and present a short list of those candidates for the Board's consideration. The Board and the candidates then have an opportunity to meet and learn more about each other. The candidates learn more about WMF and the Wikimedia movement through conversations with Board members and senior staff, and are given the chance to experience the editor community as opportunities arise. Once the Board and the candidate are satisfied there is a mutual fit, the invitation, appointment and onboarding process described below proceeds.

Appointment and onboarding of new Board members[edit]

The process for appointing and onboarding newly selected Board members is described below. The Secretary is responsible for each step in the process, except as noted below. Following a candidate's selection to the Board, the following steps should be carried out:

  • Interview. The full Governance Committee (or members determined by the committee), as well as other Board members should meet with candidates to ask pertinent questions, and then provide a recommendation for the Board. In exercising its duty of care, the Board should ensure that a candidate is qualified to serve on the Board according to its requirements, needs, and the law.
  • Background check and secondary source review. For final candidates, a background check and a secondary source review will be carried out, under the direction of the Secretary, to check press and other sources. The Secretary will raise any potential concerns arising from the background check with the Chair and the Board (if necessary).
The Board will allow a minimum of four weeks for the secondary source review, conducted by the WMF Communication staff, and background check, conducted by the WMF HR staff. The Chair or Vice Chair will raise the results of the secondary source review with the Board as appropriate. The Chair or Vice Chair may waive the secondary source review with a written notice to the Secretary.
  • Appointment. Upon successful completion of the above steps, the Board may vote to appoint the new member.
  • Invitation. The Chair sends a letter of invitation to the newly selected Board member.
  • Acceptance. The Chair notifies the Secretary when the invitation has been accepted.
  • Board resolution. The Board passes a resolution appointing the new Board member.
  • Onboard process. Under the direction of the Secretary, the onboard process includes the following steps:
    • Emails and wiki accounts activated. At the direction of the Secretary, WMF's IT staff creates email and wiki accounts for the new Board member and arranges for systems access according to the Onboarding Permissions Protocol.
  • Provide Board information and orientation. The Secretary provides the new Board member Board-related information, including the Board Handbook, the Board Calendar (internal Board wiki link), and information about the Board mailing list, Board wiki, Wikimedia-l, Wikimedia Announce-l, and Meta-wiki. The Secretary ensures new Board members have access to governance training and cultural orientation as needed within the first three months on the Board.
  • Press release and public profile are prepared and published with the resolution. WMF's Communications staff drafts a press release and coordinates with the new Board member on the drafting of his or her public profile. The press release, public profile and Board resolution appointing the new Board member are made public.

Previous letters for the onboard process may be found in the Secretary's corner (internal Board wiki link). Board members can find a form version of the invitation letter and other template documents at form letters (internal Board wiki link).

Board officers and Board assistants[edit]

Under WMF's bylaws, the Board is required to have five officers: a Chair, Vice-Chair, Executive Director, Treasurer and Secretary.[27] Additionally, two staff positions may provide other administrative assistance to the Board: the Board Liaison and the Travel Coordinator.

Election of Board Officers[edit]

The Board will elect, by majority vote, two Board members to serve as Chair and Vice-Chair for one-year terms. These terms renew automatically until the Chair and Vice-Chair resign or are replaced by a majority vote of the Board.[28]

The Board should also elect, by majority vote, three non-Board members to serve as Executive Director, Secretary and Treasurer. Their terms shall continue until they resign or are replaced by a majority vote of the Board.[28]

The bylaws require that a quorum -- a majority of the Board members then in office -- be present at the meeting during voting. When a quorum is present, a majority vote of that quorum is required to elect a Board officer. Thus, if all ten Board members are present, as many as four candidates may run for a position (with a quorum of six Board members voting on those candidates). If a majority of Board members were to run for a single office, there could be no voting quorum and any vote would be invalid. In that circumstance, the recommended (although not legally required) procedure is a discussion and straw poll among all the Board members, including potential candidates, to attempt to reduce the number of candidates, preferably to two or three.

The Board should hold elections for each office separately, starting with the Chair. Historically, the process has been as follows:[29]

  1. Candidates self-nominate and provide a short candidate statement.
  2. If there are no opposing candidates, the candidate may stay in the room (unless the Chair decides otherwise) and the Board holds a voice vote to approve the selection.
  3. If an election is contested, the candidates should leave the room to allow the other members of the Board to discuss their decision, including any input from the Executive Director.
  4. After the discussion, the Board may vote by voice or by ballot.
  5. If no candidate receives a majority vote, the Board should continue to discuss and vote until a majority agrees on a candidate.
  6. If a Board member withdraws his or her candidacy, he or she may re-join the Board for the discussion and vote.
  7. At the conclusion of all elections, the Board votes on a resolution affirming the results, which is then published to indicate the officers (as well as committee members, committee chairs and board liaisons for the community committees) for the year.

The Board may, if it chooses, hold a runoff-style election, although this is not recommended in most cases. In a runoff-style election, if no candidate receives a majority vote, all candidates except those receiving the two highest votes must withdraw and join in a second round of voting. The advantage of a runoff-style election is that it may resolve elections among many candidates more quickly. The disadvantage is that in a non-runoff-style election, a candidate with low votes may still be a valid selection as a compromise, if supported by a majority of the Board. Since the Board officer elections are small and Board members should be comfortable reaching compromise solutions, a runoff-style election may not offer a significant advantage. The Board should choose and announce whether it wishes to hold a runoff-style election before beginning the vote.

Duties of Chair[edit]

The Chair has the following duties:[30]

  • Preside over all Board meetings;
  • Provide general supervision of WMF's activities, including the Board operations;
  • Make "reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities";[30]
  • Sign instruments on behalf of WMF consistent with his or her delegated financial and spending authority;[31]
  • Perform other duties assigned by the Board, including:
    • working with the Executive Director:
      • coordinating the Executive Director's annual review, in conjunction with the Human Resources Committee;
      • working with the Executive Director to prepare the agenda for Board meetings;
      • overseeing searches for a new Executive Director;
    • facilitating activity of the Board:
      • calling special Board meetings as necessary;
      • consulting with Board members on their roles;
      • working with the Board to recruit new board members;
      • reviewing and approving Board spending;
      • assisting the Audit Committee;
      • coordinating new Board member orientations;
      • reaching out to any Board member who has not voted within the voting period;
      • facilitating, leading and finalizing the Board's selection and invitation of Board visitors and coordinating Board visitor logistics with the support of the Board Liaison;
      • helping the Board assess its performance annually;
      • ensuring that Board resolutions are implemented;
      • ensuring that the Board is informed of WMF activities; and
    • acting as a spokesperson for WMF as necessary.

Duties of Vice-Chair[edit]

The Vice-Chair has the following duties:[32]

  • Assume the powers and duties of the Chair when the Chair is absent or unable to perform his or her duties; and
  • Other duties, as assigned by the Chair or the Board.

Duties of Executive Director[edit]

WMF is typical of many non-profit organizations in that the Executive Director also serves as a non-member officer of the Board. Having the Executive Director serve as an officer generally results in more informed decision-making, improved relations between the Board and the organization and increased authority and credibility for the Executive Director in the eyes of the public, which, in turn, improves the public perception of the organization. The Executive Director's non-member status means that he or she does not have voting rights, which prevents potential conflicts of interest between the Board and the Executive Director and strengthens the separation between governance and day-to-day management.

The Executive Director has the following duties:[33][34]

  • Act as Chief Executive Officer of WMF responsible for managing the organization, subject to the Board's direction and control, with primary responsibility for implementing its strategic plans and policies;[35]
  • Work with the Chair to enable the Board to fulfill its governance function, including ensuring that Board resolutions and directives are followed;
  • Advise and inform the Board to assist and support it in its decision-making, including its creation and oversight of policy and strategy;
  • Sign instruments on behalf of WMF, consistent with his or her delegated financial and spending authority[31];
  • Other duties assigned by the Board, which include:
    • working with the Board to craft WMF's strategic vision and align organizational resources;
    • setting an effective agenda and ensuring that performance goals are met;
    • overseeing administrative procedures to maintain fiscal accountability and control, fair and legally-compliant personnel practices and efficient operations;
    • overseeing fundraising and donor management activities;
    • developing other revenue sources, including business arrangements and funding proposals;
    • developing and maintaining effective working relationships with Board and Advisory Board members;
    • serving as a mentor to staff;
    • creating and managing the annual budget;
    • ensuring compliance with all applicable regulations;
    • representing the organization and serving as its public face as appropriate;
    • overseeing marketing, public and media relations and issues management activities; and
    • ensuring appropriate information flow inside and outside the organization.

Duties of Secretary[edit]

The Secretary, a non-member officer, has the following duties:[36]

  • Maintain corporate records, including all Board records and ensure their accuracy and safety;
  • Provide legal and governance advice and risk assessments to the Board as needed;
  • Prepare, certify and maintain minutes for each Board meeting in accordance with the Agenda and Minutes Protocol;[37]
  • Authenticate documents;[38]
  • Maintain the corporate seal;
  • Ensure legal compliance with any notices required by WMF's bylaws or by the law;
  • Update this Handbook to reflect changes in the Board practices, its bylaws, or the law;
  • Onboard new Board members; and
  • Carry out other duties assigned by the Chair or Board, including any other Secretary's duties described in this Handbook.

The Secretary may delegate and revoke certain duties as necessary.[39] The Secretary will provide legal and governance advice and information on the Board wiki page entitled the Secretary's corner (internal Board wiki link).

Duties of Treasurer[edit]

The Treasurer, a non-member officer, has the following duties:[40]

  • Review WMF's financial operations in conjunction with the Chair of the Audit Committee;
  • Work with the Executive Director to ensure that appropriate financial reports are prepared and made available to the Board;
  • Review reports to the Board on key financial events, trends, concerns and assessment of fiscal health;
  • Advise the Board on financial matters, including audits and the Board's financial responsibilities;
  • Review the annual budget that is presented to the Board for approval;
  • Take custody of and responsibility for, WMF funds;
  • Oversee and maintain the WMF insurance portfolio;
  • Receive, deposit and transfer WMF funds consistent with his or her delegated authority;[31] and
  • Carry out other duties assigned by the Chair or Board, which include: working with the Executive Director and staff to develop and implement appropriate financial controls and processes; and serving as staff liaison to the Audit Committee.

The Treasurer may delegate certain day-to-day duties, as the Treasurer and the Board deem appropriate, provided that the delegation is in writing.[40]

Board assistants[edit]

The Board may call upon two other staff members for assistance: the Board Liaison and the Travel Coordinator.

Board Liaison[edit]

The Board Liaison is usually the Executive Assistant to the Executive Director. The Board Liaison has the following duties:

  • Provide technical and administrative assistance in scheduling Board meetings and IRC chats (including call-in information);
  • Provide general operational and administrative support during Board meetings and events (including Board dinners);
  • Support the Secretary in her or his duties, including the preparation and delivery of the Board draft agenda and documents for Board meetings; and
  • Support Board members in processing their travel reimbursement requests (including acting as a liaison with the Travel Coordinator) and handling other administrative matters.

Travel Coordinator[edit]

The Travel Coordinator is usually a WMF staff member who arranges travel for the Wikimedia Foundation. Board members should schedule their official travel directly through the Travel Coordinator. Board members must follow the Travel Policy and Travel Approval Policy.

Board committees[edit]

The Board may establish and delegate tasks to formal Board committees.[41] Under Florida law and WMF's bylaws, the Board may delegate any task to a formal Board committee, except that a committee is not permitted to (1) fill vacancies on the Board or any committee; or (2) adopt, amend, or repeal the bylaws.[42]

Formal Board committees must be created by resolution and approved by a majority of the Board.[42] Florida law requires that each such committee have at least two members, both of whom are Board members and who serve on the committee at the pleasure of the Board. The Board may also designate alternates to act in place of absent committee members.[43]

The rules for meetings, notice and waiver of notice and quorum and voting requirements that apply to the Board generally also apply to formal Board committees.[44]

Each formal Board committee has a charter, which describes the purpose, responsibilities, operations, membership and selection process for the committee and the powers and duties of the committee chairs. Tasks delegated to a Board committee should be within the scope of the charter of that committee unless the Board decides otherwise.

WMF also has advisory committees, which do not include Board members as voting members and do not exercise Board authority but make recommendations to the Board on specific issues.

As discussed in the section on duty of care, Board members must continue to exercise its duty of care even with regard to issues that are delegated to a committee. For example, Board members must exercise the duty of care when they review recommendations from the Funds Dissemination Committee on grant proposals, recommendations from the Affiliations Committee on recognizing new movement organizations and recommendations from the Board Governance, Audit and Human Resources Committees.

Formal Board committees[edit]

There are three formal Board committees: the Audit Committee, Human Resources Committee and the Board Governance Committee.

Audit Committee[edit]

The Audit Committee assists the Board with oversight of financial and accounting issues, including audits. You can read the full list of the Audit Committee's responsibilities in the Audit Committee Charter.

The Board must appoint at least two Board members to serve on the committee and one Board member to serve as Audit Committee Chair ("regular committee members"). The Board may also appoint one or more additional Board members to serve as alternate committee members. At least one of the regular committee members must have financial expertise. Appointments are for one year, but automatically renew unless a committee member is replaced or terminated by a majority of the Board.

The Audit Committee Chair, in his or her discretion, may select non-Board member volunteers to serve on the Committee based upon their qualifications. WMF staff may also attend meetings as necessary. However, non-Board member volunteers and WMF staff are not entitled to vote on any matter.

The committee must meet at least twice per year and shall conduct yearly self-assessments, which are reported to the full Board and should include any recommendations regarding the committee's activities and operations.

Human Resources Committee[edit]

The Human Resources Committee assists the Board with oversight of personnel policies and practices. This includes assisting the Board in evaluating the Executive Director's performance and setting the Executive Director's compensation, reviewing compensation policies for WMF staff, and reviewing WMF recruitment, training and performance evaluation programs. You can read the full list of the Human Resources Committee's responsibilities in the Human Resources Committee Charter.

The Board shall appoint at least two Board members to serve on the committee, one of whom serves as the committee Chair. The Board shall appoint as a regular committee member at least one Board member who has relevant experience with organizational and budget management and oversight. Each committee member shall be free from any relationships or conflicts of interest with respect to WMF that may impair the committee member's ability to make independent judgments with regard to compensation policies. Other relevant human resources experience is desirable as well. The Board may appoint alternate Board members to serve as alternate committee members. Appointments are for one year, but automatically renew unless a committee member is replaced or terminated by a majority of the Board. If necessary, the committee may retain independent advisors or may commission research on policies and practices in comparable organizations.

The committee must meet at least once per year and must conduct yearly self-assessments, which are reported to the full Board and should include any recommendations regarding the committee's activities and operations.

Executive compensation matters[edit]

The entire Board is required to vote on matters of executive compensation. Under Section 4958 of the U.S. Tax Code and related regulations, the Board can create a "rebuttable presumption" of reasonable compensation when it approves the compensation in advance according to certain procedures. This is a version of the business judgment rule (explained below). The presumption puts the burden on the IRS to prove otherwise in case of any challenge, which helps protect the Board and individual Board members from legal liability. Before approving executive compensation, Board members should be provided the finalized agreement for review, a presentation summarizing the agreement, comparable compensation data and a proposed resolution that meets all legal requirements. The Board may also wish to receive outside independent legal advice. Because this is a private employment matter, the agreement must be kept confidential. Since the resolution and minutes often refer to the substance of the agreement, those documents are often recorded privately and kept in the corporate books.

Board Governance Committee[edit]

The purpose of the Board Governance Committee is to ensure that the Board fulfills its legal and fiduciary obligations (as advised by the Secretary) and to improve the Board's governance, efficiency and effectiveness over time.

The Board Governance Committee evaluates the Board as a whole, manages the officer election process, reviews the Staff officer positions of Treasurer and Secretary, facilitates the committee appointment process and reviews the Foundation's bylaws and Conflict of Interest Policy, in consultation with the Executive Director and the Secretary (i.e. General Counsel).

The Board shall appoint at least two Board members to serve as Committee members, including one Board member serving as Committee Chair. If necessary, the committee may retain independent advisors to assist it in carrying out its responsibilities.

The Committee shall meet at least two times per year and must perform a self-assessment on a periodic basis. Results of these self-assessments must be reported to the full Board and should include any recommendations regarding the committee's activities and operations.

You can read the full list of the Board Governance Committee's responsibilities in the Board Governance Committee Charter.

Advisory committees[edit]

There are three advisory committees. These committees do not exercise Board authority but may make recommendations to the Board and may include community members and other professionals who are not Board members provided that the committee membership is approved by the Board.[41]

Funds Dissemination Committee[edit]

The Funds Dissemination Committee (FDC) makes recommendations to the Board on how to allocate a portion of WMF funds to support the mission of the Wikimedia movement, including advising the Board on granting funding requests from eligible groups within the movement. The Board reviews the FDC's recommended allocations and approves or denies them. WMF staff supports the FDC and funds dissemination process.

The committee has nine voting members, five of whom are selected by the community and appointed by the Board and four of whom are selected and appointed by the Board. Two Board members participate as non-voting observers and serve as board committee liaisons. These liaisons are responsible for facilitating communication between the FDC, the Executive Director, and the Board to ensure an effective and coordinated flow of relevant information, positions, and perspectives, and for providing advice to the committee.

Members serve two year terms. Elections for FDC membership are held at the same time as community elections and chapter and thematic organization elections for the Board.

The Board may remove and replace any member of the committee. A committee member appointed to fill a vacancy serves only the remainder of their predecessor's term, at which time he or she may be reappointed or elected to serve another term.[45]

FDC members are required to acknowledge and follow WMF's Conflict of Interest policy and Pledge of Personal Commitment.

Affiliations Committee[edit]

The Affiliations Committee (AffCom) advises the Board on the approval of new chapters, thematic organizations, and user groups, and helps these groups organize by assisting them with governance, technical, administrative, and community-building issues.

The committee can have between five and fifteen voting members. Members serve a two-year term, which may be extended. The committee also has an unspecified number of non-voting advisers, appointed by the committee or the Board. This includes two non-voting members of the Board who act as board committee liaisons. These liaisons are responsible for facilitating communication between AffCom, the Executive Director, and the Board to ensure the effective and coordinated flow of relevant information, positions, and perspectives, and for providing advice to the committee.

Committee members or advisers may resign at any time by giving written notice to the committee. A member or adviser may be removed by a two-thirds vote of the committee. In addition, the Board, after consultation with the committee, may remove or appoint members and advisers.[46]

Committee members nominate themselves for membership and the incumbent committee confirms new members. However, the Board must ultimately approve committee membership.[47]

Language Committee[edit]

The Language Committee is charged with developing a policy and documentation for new language projects, processing requests for projects and supporting them to maximize their success. The Language Committee typically includes one or more non-voting members of the Board who act as board committee liaisons.

Elections Committee[edit]

The Elections Committee supports the regular election process for candidates for the community-selected seats on the Board. The Board Governance Committee appoints the voting members of the committee for two-year terms, and the Executive Director may appoint at least two non-voting staff advisors. The committee should meet at least once per year.

The committee will make a recommendation to the Board about the rules and procedures for voting, candidates, timeline, and other factors for the election. The committee will similarly support the election for the Funds Dissemination Committee.

Advisory Board[edit]

The Advisory Board is an international network of experts who, upon request of the Board or the Executive Director, advises on strategic decision-making and a variety of subject matters, including law, organizational development, finance, technology, policy and outreach. Members are selected based on their subject matter expertise and may be re-appointed at the first in-person Board meeting of each calendar year.[48] The Advisory Board has no formal authority and is not involved in oversight or day-to-day management of WMF.[49]

Resignation and removal of Board Members; Board vacancies[edit]

Resignation of Board members[edit]

Board members may resign at any time by giving written notice to the Board, Chair, or Executive Director by first class mail or email at the recipient's last known address. Resignations are effective upon acceptance, unless a later date is specified in the notice.[50] In this context, "acceptance" means acceptance of delivery of the notice as opposed to acceptance of the resignation itself.[51] Acceptance of the resignation itself is not required, since Board members have a right to resign at any time.

Removal of Board members[edit]

Any Board member may be removed from his or her position at any time, with or without cause, by a majority vote of all members of the Board then in office.[52] This applies to all members of the Board, including Board members selected by the community or chapters.

Florida law specifies that Board members may be removed "without cause." However, that does not mean that Board members may be removed for discriminatory or other unlawful reasons, including discrimination based on race, national origin, religion, gender, age, or disability. Rather, "without cause" means that the Board may remove a Board member for reasons unrelated to the Board member's conduct (provided they are lawful, non-discriminatory reasons) or for conduct that is inconsistent with that expected from Board members but not serious enough to rise to the level of what is generally considered "cause" (such as criminal conduct, or a serious breach of fiduciary duties).

If a meeting is called to remove one or more members of the Board, the notice of the meeting must state the names of the specific Board members proposed to be removed and otherwise comply with the meeting notice requirements described in this Handbook. Each Board member proposed for removal must be voted on separately. If a vote results in removal of a Board member, the vacancy shall be filled in accordance with the procedures described below. Board members removed from the Board are not eligible to be re-elected until the next annual Board meeting. Removed Board members must return to the Board any WMF records in their possession.[53] Removal should be made effective immediately.

Resignation and removal of Board officers[edit]

Officers may resign at any time by giving written notice to the Chair or Executive Director by first class mail or email at the recipient's last known address. Resignations are effective upon acceptance, unless a later date is specified in the notice.[54] As with Board members generally, "acceptance" in this context means acceptance of delivery of the notice as opposed to acceptance of the resignation itself.[55] Acceptance of the resignation itself is not required, since officers have a right to resign at any time.

The Board may remove an officer at any time if, in the Board's judgment, it would be in WMF's best interests to do so.[56]

Board member and officer vacancies[edit]

In general, the Board should fill vacancies as soon as is reasonable under the circumstances.[57] However, the Board is not required by law or WMF's bylaws to fill vacancies immediately and may consider factors such as the length of time remaining in the term, the availability of candidates with the desired skills, backgrounds, and experience, and any other factor that is in WMF's best interests to consider. Board member vacancies may be filled by a majority vote of the remaining members, or the sole remaining member if only one remains. A Board member elected to fill a vacancy serves for the unexpired portion of the term.[58] These rules apply to all Board member vacancies, except the Community Founder's seat, which must remain vacant under the bylaws.

Under Florida law, the Board is required to have the officers identified in the bylaws (i.e. the Chair, Vice Chair, Executive Director, Secretary, Treasurer and Board committee chairs). Therefore, the Board should act promptly to fill any vacancies in these positions by electing a replacement for the unexpired portion of the outgoing officer's term.[59]

Board visitors[edit]

Pursuant to the Board Visitors Resolution, the Board may invite up to two Board visitors per fiscal year. Board visitors must meet the selection criteria described in the resolution and must be approved by the Board in advance. Board visitors serve a one-year term.

Board visitors may attend one in-person Board meeting per fiscal year, but not all portions of the meeting. For example, Board visitors may attend Board discussions of strategic and budget matters, but may not attend executive sessions without consent of the Board. Board visitors may not attend any other Board meetings that year, may not vote on any Board action, and may not be included on the Board email list. Board visitors may receive the same formal materials distributed to Board members, such as committee reports and Board minutes.

The Board Chair is responsible for facilitating, leading and finalizing the Board's selection and invitation of Board visitors. The Secretary is responsible for Board visitor logistics, with the support of the Board Liaison.

Board visitors must treat Board communications with the same degree of confidentiality required of Board members. Board visitors must be excused from any meeting where the attorney-client privilege may be invoked, such as legal advice from the legal team or outside counsel.

Board members' legal duties and standard of conduct[edit]

Fiduciary duties[edit]

Under Florida law, a Board member has a legal duty to act in good faith, with the care that an ordinarily prudent person would exercise in similar circumstances and in the best interests of WMF.[60] This obligation is typically described in terms of two broad fiduciary duties: (1) the duty of care and good faith; and (2) the duty of loyalty.

Duty of care and good faith[edit]

The duty of care and good faith requires a Board member to be an active and diligent participant in Board activities. This includes:

  • Complying with the law and corporate formalities: Board members must make best efforts to ensure that their conduct, the Board's conduct and WMF's conduct comply with applicable state and federal laws, bylaws, resolutions, policies, guidelines and any other corporate formalities. Board members should ask questions and be informed on how WMF and the Board identify and address operational risks and assure compliance with the law.
  • Exercising diligence in carrying out his or her role: Board members must prepare for, attend, and participate in Board and committee meetings, and be informed on matters coming before the Board or committee for review or decision. Even if the Board has a committee that is charged with a specific task, Board members who do not sit on the committee cannot meet their duty of care with respect to those tasks just by relying on the existence of the committee. A Board member must be diligent and informed on all Board issues, even if the Board member does not sit on the committee that handles a particular issue.[61]
  • Using informed and independent judgment: Board members must make decisions based on WMF's best interests, in light of all factors relevant to the topic. Board members should take into account the views of management, outside experts, the community and other interested parties, but not simply cede to their opinions. This means Board members need adequate information on which to base their decisions. Proper sources of information include materials provided by management, the Board and its committees and qualified outside experts (e.g. legal counsel and accountants) acting within the scope of their expertise. A Board member's reliance on sources of information must be reasonable in light of the circumstances. Information providers should have the appropriate level of experience and have exercised diligence in forming the principal opinions. Board members must be satisfied that individuals on whom they rely for information and advice are competent to provide it.[62]

Duty of loyalty[edit]

The duty of loyalty requires a Board member to put the best interests of WMF first, ahead of his or her own interests or those of another entity with which he or she is associated. A Board member may engage in business or interests outside of their work for the Board, but, in doing so, the Board member must respect the duty of loyalty to WMF.

On a related note, Board members must follow WMF's Conflict of Interest Policy. IRS Form 990 requires WMF to state whether it has such a policy and to ensure that it is followed. Failure to enforce the policy could subject WMF to heightened scrutiny by the IRS, donors, or other parties. Board members must complete the Conflict of Interest Questionnaire annually and reaffirm compliance with the policy in the Pledge of Personal Commitment. A Board member who has an actual or potential conflict of interest with regard to an issue should abstain from all Board discussions and votes on that issue.

The Conflict of Interest Policy also prohibits "self-dealing," which means a direct financial transaction between WMF and a Board member or the Board member's family, including his or her spouse or domestic partner. For example, WMF may not award an individual grant or contract to a Board member or a member of his or her family. Such an award would confer a financial benefit on the recipient, which is prohibited under the policy. However, the policy does not prevent Board members or their families from participating in organizations or activities funded by WMF (subject to the rule that Board members must resign from paid positions and should resign from governance positions, within WMF or the Wikimedia movement), provided they do not receive any personal financial benefit from such participation and, if necessary, the Board member recuses him or herself from Board decisions relating to such funding.

Generally, a Board member should not take away a "program opportunity" from WMF, to the detriment of WMF, in an effort to advance the Board member's own outside business. A "program opportunity" may be a right, contract, property interest, or expectation that WMF could rightly claim as its own. A Board member should not put themselves in a position of competing – or potentially competing – with the programs or work of WMF to the disadvantage of WMF.

Consistent with the WMF Conflict of Interest Policy, if a Board member has a personal interest in a matter coming before the Board or committee, at a minimum, such interest needs to be fully disclosed immediately to the Board or committee. A Board member with a conflict of interest generally may not participate in any discussion or decision of a matter in which the Board member has a conflict, although a Board member generally has the right to explain their personal interest as part of their disclosure to the Board.

The duty of loyalty also includes protecting the confidentiality of nonpublic communications and information, including nonpublic donor, user and employee information and legally-privileged communications. A Board member cannot disclose confidential Board discussions without the agreement of the Board.

The following principles are intended to help guide Board members in fulfilling their duty of loyalty to WMF:

  • An individual Board member should not take away any business or other opportunity from WMF for her or his own personal benefit if:
    • WMF used its personnel or facilities to develop the opportunity;
    • WMF has been involved in financing the opportunity;
    • WMF has been actively seeking the specific opportunity;
    • the opportunity is one that WMF has an interest in by reason of a preexisting relationship;
    • the opportunity has been offered directly to WMF and has not been rejected by WMF; or
    • the opportunity was offered directly to the Board member in their role as a fiduciary of WMF.
  • A Board member shall not improperly compete with WMF by:
    • using the Board member's position on the Board to prevent WMF from competing with the Board member's own outside business interests or enterprises;
    • using WMF personnel, facilities, or funds for the Board member's outside business interests or enterprises;
    • using or disclosing WMF confidential information and data, including confidential Board discussions, to third parties;
    • luring WMF work or personnel to the Board member's outside business interests or enterprises;
    • receiving, unknown to WMF, a commission on a WMF transaction; or
    • otherwise diverting opportunities from WMF to the Board member's outside business interests or enterprises.

If a Board member wishes to pursue any opportunity that may be a program opportunity of WMF or is uncertain whether a particular activity would constitute improper competition with WMF, the Board member must disclose immediately the matter to the Board, which will, after considering all relevant information, determine whether or not the Board member may properly pursue the opportunity or competing business.

The Board should consult with the WMF General Counsel to ensure proper management of the duty of loyalty and any resulting potential conflicts of interest. Often a simple statement and a process tailored by the General Counsel will help protect the Board member and WMF.

Business judgment rule[edit]

The Business Judgment Rule is a standard of review applied by US courts. Under the rule, there is a legal presumption that if Board members acted in good faith and in attempt to serve the best interests of the organization, then the decision is acceptable and reasonable, even if it ultimately harmed the organization. The purpose of the rule is to permit Board members maximum flexibility in their decision-making provided they comply with their fiduciary obligations. The rule helps protect the Board from legal liability for decisions that turn out badly and reinforces the importance of complying with fiduciary obligations.

One version of the Business Judgment Rule can be found in Section 4958 of the U.S. Tax Code and related regulations. These rules create a "rebuttable presumption" that any executive compensation approved by the Board is reasonable if the approval was done in accordance with certain procedures (discussed above in the section on the Human Resources Committee). The presumption puts the burden on the IRS to prove otherwise in case of any challenge.

Board member standard of conduct[edit]

In addition to meeting their fiduciary obligations, the Board expects its members to adhere to the following standard of conduct:

  • Board members should not miss more than one in-person Board meeting per year. Board members should seek to attend all telephone and video-conference meetings.
  • Board members must follow the WMF Code of Conduct and all other WMF policies, including the Whistleblower, Conflict of Interest, Guidelines on Potential Conflicts of Interest and Data Retention policies, which are important for Form 990 purposes.
  • Board members must follow the governance, transparency, assessment and fundraising practices described in the Board Resolution on Organizational Best Practices.
  • Board members must comply, as explained above, with the legal rules on political campaigning and lobbying activities when acting on behalf of WMF. Violation of these rules can result in loss of an organization's tax-exempt status and financial penalties. Board members may not engage in campaigning activities on behalf of WMF and may engage in lobbying activities on behalf of WMF only with express approval from the Chief of Finance and Administration and General Counsel. An internal political association guideline – formulated in collaboration with the community -- also governs the use of WMF resources for political and policy advocacy.
  • Board members should use the appropriate channels of communication within WMF. Official Board member communications are appropriate to the Executive Director, the Secretary and his or her delegates, the Treasurer and his or her delegates, the Board Liaison (for Board meeting scheduling and other logistics, and expense reimbursement), and the Travel Coordinator (for Board-related travel). Direct official communication with other WMF staff – without coordination with the Executive Director – is not encouraged. Individual Board members may not give work assignments to staff members without approval of the Executive Director. Board members should keep the Executive Director informed in advance of substantive contacts with staff, other than those where the Executive Director has a legal conflict of interest.

Foreign Corrupt Practices Act[edit]

The US Foreign Corrupt Practices Act (FCPA), and other US and foreign anti-corruption laws, prohibit making "corrupt payments" or bribes to US and foreign officials.[63] WMF, and anyone acting on its behalf, including the Board, must comply with these laws.

To help ensure compliance and to maintain the highest degree of integrity as an organization, WMF has adopted an FCPA Policy. This policy applies to Board members. The policy prohibits the exchange of cash or gifts for any official favor. It precludes giving anything of value to any government official (or to a member of a public international organization, a political party, a political candidate, or their agent) for the purposes of improperly influencing official conduct in any manner. Board members should be especially vigilant for attempts to solicit bribes in subtle ways, such as requests for "tips," "additional fees," or offers to take action "in return for a personal favor." Board members with questions or concerns about a request from an official should contact the General Counsel for guidance.

Board meetings and the Board calendar[edit]

Regular Board meetings[edit]

The bylaws require the Board to meet "at least annually" at whatever times and places the Board "deem[s] appropriate."[64]

In practice, the Board holds four in-person meetings per year. Usually, two meetings are held at WMF's headquarters in San Francisco, one meeting is coordinated with the Wikimedia Conference (Chapters Meeting) and another is coordinated with Wikimania. The meetings usually last two days (Friday and Saturday) and include evening activities. Some Board members arrive early or stay longer to hold additional meetings, such as committee meetings or meetings with WMF staff. It is considered good practice to spend a full 24 hours in the time zone prior to the meeting, if Board members must travel across significant time zones to attend.

Meeting dates are set in one of two ways: either (1) the Board discusses the issue (i.e. potential dates for their next meeting) in person at a Board meeting, the Board Chair sets the date based on the discussion, and the Secretary records it in the minutes; or (2) the Board Liaison conducts and coordinates an online poll (such as a Doodle poll), selects the date that works for the majority of Board members, confirms that date with the Board Chair, and then announces the date. Meeting dates are included in the Board calendar (internal Board wiki link).

Executive sessions[edit]

Each regular Board meeting usually includes an executive session. As a general matter, only Board members may attend executive sessions, though the Board may invite non-members to participate in all or part of an executive session if necessary. Executive sessions provide an opportunity for the Board to discuss issues that are best discussed initially in private, such as Board performance (as a group or on an individual basis), personnel issues and executive compensation and performance. While transparency is one of WMF's core values which the Board shares, good governance requires that these types of discussions be kept confidential to promote Board independence as well as open and robust debate among Board members. Minutes should be taken if the Board takes action at an executive session that should be preserved for organizational or legal reasons, such as the passage of a resolution.

Special Board meetings[edit]

The Chair, Vice-Chair, or any two Board members may call for a special Board meeting and set the time and place of the meeting.[65] Special Board meetings must be held in person or through a means of communication that allows all Board members to hear each other simultaneously, such as teleconference or web conference. A special Board meeting requires at least two days notice, as described in more detail below.

When holding a meeting by teleconference or web conference, the Board should:

  1. Begin the meeting with a verbal roll call, where each Board member individually confirms that he or she is present and can properly hear the meeting;
  2. Verify a quorum is present;
  3. Vote verbally on each action by asking each Board member to individually state his or her vote; and
  4. Prepare, certify, and maintain minutes in accordance with the standard protocol.

Please read below for details on how to hold such meetings consistent with applicable law.[66]

Fiscal year and Board calendar[edit]

Unlike the calendar year, the fiscal year for WMF commences on July 1 of each year. The WMF budget accordingly is approved by the Board every year by July 1. WMF quarters are therefore:

  • July 1-September 30 (first fiscal quarter – Q1)
  • October 1-December 31 (second fiscal quarter – Q2)
  • January 1-March 31 (third fiscal quarter – Q3)
  • April 1-June 30 (fourth fiscal quarter – Q4)

Board members have access to a Board Calendar (internal Board wiki link), which includes Board meeting dates and the various tasks the Board is scheduled to work on each month or quarter. The Board typically undertakes specific tasks in specific quarters. For example, the Board renews pledges and conflict of interest forms during the first fiscal quarter (July 1-September 30), evaluates the Executive Director during the second fiscal quarter (October 1-December 31), appoints and renews Advisory Board members during the third fiscal quarter (January 1-March 31) and approves the Annual Plan during the fourth fiscal quarter (April 1-June 30), These are just examples. You can read the full Board calendar on the Board wiki (internal Board wiki link).

Discussions outside of Board meetings[edit]

Outside of the Board's regular and special meetings, the Board may hold discussions on the Board email list, the Board wiki, or IRC. None of these discussions however can legally constitute an official Board meeting (which requires that all participants be simultaneously heard in-person, on telephone, or in video-conference).

  • Board-l (board-l@lists.wikimedia.org) is a private email list for Board discussions and announcements. Board-l is the primary venue for announcing meetings, proposing or discussing resolutions and distributing meeting material. Board-l includes all of the Board members and a small number of staff who support the Board (the Executive Director, the Secretary of the Board and select support staff).
  • The Board wiki (internal Board wiki link) is a private collaborative website for the Board. The Board wiki is used to draft and maintain internal documents and discussions. The Board may prepare, discuss and unanimously approve resolutions on the Board wiki.
  • The Board sometimes talks informally through Internet Relay Chat (IRC), which is a protocol for live interactive Internet text messaging (chat) or synchronous conferencing. IRC discussions may be hosted in a private channel and details may be shared with Board members when discussions are scheduled.

Procedures for Board meetings and voting[edit]

Importance of understanding and following procedures[edit]

It is important that Board members understand the procedures the Board must follow when it conducts business. These procedures are legally required and failure to follow them can have adverse legal consequences.

For example, Board business is generally conducted at Board meetings. These include regular Board meetings, which take place approximately once per quarter and special Board meetings, which the Board holds from time to time to discuss specific issues.

The word "meeting," however, has a specific meaning in this context and not all communications among Board members qualify as Board meetings. As explained in the remainder of this Section, certain procedures must be followed for a communication to qualify as a Board meeting.

A Board IRC chat – even a regularly scheduled one – will not qualify as a Board meeting if these procedures are not followed. It is important to understand this distinction because there are some actions that the Board may take only at a Board meeting. If the Board attempts to take such an action during an IRC chat that does not qualify as a meeting, the action may not be valid.

Similarly, some Board actions do not require a meeting and may be done by "consent resolution" instead. However, as explained below, this is only true in certain circumstances and proper consent resolution procedures must be followed.

Understanding proper procedures is also important when it comes to voting. All Board actions, whether at a meeting or by consent resolution, require a vote and proper voting procedures must be followed if the action is to be valid.

The purpose of this Section is to explain the procedures that apply to Board meetings, actions and voting.

Notice of meetings[edit]

Notice of regular Board meetings[edit]

Notice of regular Board meetings is not required under Florida law.[67] The law assumes that an organization's bylaws or other governing documents will include the dates, times and places of regular Board meetings, making additional notice unnecessary.[68] In WMF's case, the bylaws and articles of incorporation do not specify where and when regular Board meetings take place. However, regular Board meetings are typically scheduled weeks or months in advance and published on the Board wiki and Board Calendar. A good practice is to provide for a minimum two-week notice period.

Notice of special Board meetings[edit]

A special meeting of the Board may be called by the Board Chair, the Vice-Chair, or any two Board members. The person or persons who calls the meeting may choose the place for holding the special meeting.[69] Board members must receive written notice of a special Board meeting at least two days before the meeting, unless the Board member has waived the right to receive notice.[70] The notice must be sent by first class mail or email to the Board member's last known address.[65] The notice must include the date, time, place and purpose of the meeting.[71] Below is an example of an acceptable form of notice:

Dear Trustees,

A special meeting of the Board of Trustees of the Wikimedia Foundation will be held by telephone on _____, 2016 beginning at __:__ UTC. Call-in instructions will be sent shortly to you as part of this notice. At this meeting, the trustees will consider the following matter: [identify matters to be discussed]

Sincerely,

[Signature(s) of Chair, Vice Chair, or at least two Board members calling meeting]

Notice of emergency Board meetings[edit]

In case of an emergency, the Chair or Vice-Chair may call a meeting on fewer than two days notice.[72] "Emergency" in this context means a catastrophic event, such as war or a natural disaster.[73] Notice of an emergency meeting must be delivered in person or by email to the Board member's business or residence address.[72]

Waiver of notice[edit]

Board members may waive the notice requirements described above in a signed writing or by email.[74] Attendance at a meeting waives any objection based on failure to receive notice of the meeting.[75]

Agenda, minutes and corporate records[edit]

Agenda and minutes[edit]

The suggested procedure for preparing and distributing the agenda and minutes for Board meetings is summarized below. You can read a more detailed description in the Board Agenda and Minutes Protocol.

  • At least one month before the meeting, the Secretary posts a proposed list of topics, with estimated discussion times, on the Board wiki (internal Board wiki link); Board members give input to the Chair or Vice-Chair.
  • At least two weeks before the meeting, the Chair or Vice-Chair, in consultation with the Executive Director and Secretary, posts a proposed final list on the Board wiki.
  • At least ten days before the meeting, the Secretary and Board Liaison, in consultation with the Executive Director, finalize the agenda, including specific time slots for topics, and post it to the Board wiki; every agenda includes an action list, open items, and Executive session. The Board Liaison distributes meeting materials as early as possible.
  • At least two days before the meeting, the Secretary posts a public summary of the agenda to wikimediaannounce-l; the Board Liaison provides Board members logistical information for the meeting.
  • The Secretary takes minutes of the meeting.
  • No more than three weeks after the meeting, the Secretary posts draft minutes and a draft resolution to approve the minutes on the Board wiki; Board members must amend or vote to approve the minutes within 10 days.
  • No more than five weeks after the meeting, the Secretary posts the approved public minutes and any presentations intended for publication, to wikimediaannounce-l. Public minutes and the resolutions approving them are available on the WMF wiki at meetings and resolutions. The Secretary also certifies a hard copy of the minutes and any referenced documents, including any nonpublic portions of the minutes and retains them in Board books.

Corporate records[edit]

Under Florida law, WMF's corporate records must include the following:

  • Minutes of all Board meetings;
  • A record of all actions taken by Board without a meeting;
  • A record of all actions taken by a Board committee in place of the full Board;
  • Accurate accounting records (kept with the Treasurer);
  • The articles of incorporation and any restatements or amendments currently in effect; and
  • The bylaws and any restatements or amendments currently in effect.[76]

The Secretary is responsible for maintaining the corporate records (other than accounting records, which are maintained by the Treasurer) and the corporate seal. This includes Board minutes and resolutions, which the Secretary prints, certifies and maintains in the Board books.

Public Board records for meetings and resolutions are available on the Foundation wiki. Public and non-public Board records are available to Board members on the Board wiki and in hard copy in the Board books. When visiting the San Francisco office, Board members are free to review the Board books at their demand.

Quorum and constructive presence[edit]

A quorum is the minimum number of Board members who must be present for a Board meeting to take place or a vote to be taken. In the case of WMF's Board, a quorum is a majority of the Board members then in office.[64] If all ten seats on WMF's Board are filled, a quorum would be six. If, for example, only 9 seats are filled at the time of the meeting, a quorum would be five.

If a quorum is present at the start of the meeting but the meeting is adjourned (for lunch, for example), the meeting may be resumed without a quorum if all Board members are given reasonable notice of the time and place the meeting will continue.[64] However, no vote may be taken without a quorum present.

It is good practice for the Chair to ensure at the outset of the meeting that a quorum is present and to announce when the meeting begins, ends, or is temporarily adjourned and resumed. The minutes should identify the Board members who are present and reflect the Chair's announcements regarding the start, end, or temporary adjournment of the meeting. Board members should understand that discussions among Board members before the meeting starts, after the meeting ends, or during a temporary adjournment are not part of the Board meeting and will not be reflected in the minutes. Straw polls will also not be reflected in the minutes.

To be considered present at a meeting, Board members must be either physically or constructively present. "Constructively present" means participating in a way that allows other Board members to hear them.[77] This would include telephone or videoconference, but not IRC chat. Thus, for a quorum to be present (and a meeting to proceed or a vote be taken), a majority of Board members then in office must be physically present or present by telephone or videoconference.

Actions at Board meetings[edit]

Written resolutions and oral motions[edit]

Under WMF's bylaws, Board actions must be by resolution.[78] However, this does not mean that every Board vote must be preceded by a written resolution. "Resolution" should be interpreted to include oral motions as well. Written resolutions are preferred for significant or complex issues. However, oral motions can be a convenient way of handling minor or routine matters that do not require much discussion by the Board. All such resolutions should be reflected in the Board minutes.

Any Board member may propose a written resolution at any time, except for a resolution to amend the bylaws (which requires at least ten days prior notice of the meeting at which the resolution will be discussed; the notice must also comply with the meeting notice requirements described in this Handbook).[79] At or before each Board meeting, Board members will receive a packet of information that includes all written resolutions to be voted on at the meeting. You can read the Board's past resolutions on the Foundation wiki at Resolutions. You can also find templates for particular types of resolutions at resolution forms. If you cannot find an appropriate template for a proposed resolution, please feel free to ask the Secretary (General Counsel) to review your draft for legal compliance before proposing it to the Board.

Where appropriate or necessary, an oral motion may be made using the following process:

  • Any Board member may move for a vote on an issue by addressing the Chair and stating: "I move that the Board … [state the action that the Board is being requested to take]."
  • The Chair recognizes the motion and calls for another Board member to second, which is done by stating: "I second the motion."
  • If seconded, the motion proceeds to a vote. If no one seconds the motion, it does not proceed further. If necessary, motions can also be deferred to a later date ("tabled") for further research or discussion.
  • The minutes of the Board meeting should, as a general matter, include a description of the motion, the names of the Board members who made and seconded the motion and the vote of each Board member present.[80] As discussed above, the meeting minutes should be approved, certified and included in the Board books.

Approval by majority of Board members present[edit]

For a written resolution or oral motion to be approved, a majority of Board members present at the meeting must vote in favor.[78] Note that this is not the same as having a quorum: a majority of Board members then in office (a quorum) must be present to hold the vote; a majority of those present within the quorum must vote in favor the resolution for it to be approved.[81]

A Board member present at the meeting is presumed to have voted "yes" unless he or she: (1) objects at the outset to holding the meeting or the vote; (2) votes against the resolution; or (3) or abstains from voting.[82] Under Florida law, an abstention – which counts as a "no" vote – is permitted only if the Board member has a conflict of interest that forces the Board member to recuse him or herself from voting.[83] To make this point clear, WMF generally uses the term "recuse" rather than "abstain" when discussing Board voting.

Actions without meeting[edit]

Consent Resolutions[edit]

Most Board actions do not require a meeting and may be done by "consent resolution" instead. The one exception is changes to the bylaws or articles of incorporation, which may not be made by consent resolution.[84]

Consent resolutions may be approved without a meeting if the vote is unanimous (an affirmative vote by all Board members then in office) and the vote is evidenced by a written consent signed by all Board members. Signatures may be electronic and the approval is effective on the date the last Board member signs unless the consent resolution specifies another date. Consent resolutions have the same effect as approval at an in-person meeting.[85]

If a consent resolution does not get affirmative vote of all members, it must be presented for vote at the next Board meeting – which can be an in-person meeting, a telephone call, or a video-conference. A consent resolution is not possible if any Board member is unavailable for any reason, including an abstention resulting from a conflict of interest on the issue.

IRC Chats[edit]

IRC chats do not constitute Board meetings because the Board members cannot simultaneously hear each other. The Board accordingly cannot pass any votes as part of the IRC chats. The Board however may schedule and provide notice for a telephone call or video conference immediately following an IRC chat. During that telephone call or video conference, the Board may consider information learned and shared during the preceding IRC chat (assuming that information is available to all Board members) and may vote on any issue discussed during the IRC chat. That telephone call or video conference formally constitutes a Board meeting and all meeting formalities should be applied.

Voting procedures[edit]

For actions at a meeting, Board members must be physically or constructively present, which means participating via a means of communication that allows all Board members to hear each other simultaneously. Votes at meetings are oral or, if all Board members are physically present, may be by a show of hands.

For actions without a meeting (a consent resolution), the Board follows the Board deliberations process. Under this process, a Board member proposes a resolution and a discussion period follows. The standard discussion period is two weeks but this may be shortened for urgent matters or lengthened if necessary. Voting begins after a Board member has made a motion to approve the resolution and another Board member has seconded the motion. The standard voting period is one week but this may be shortened or lengthened as necessary. The Chair or Vice-Chair is responsible for reaching out to any Board member who has not voted within the voting period.

Approval of a consent resolution requires the unanimous affirmative vote of all Board members then in office. Votes on consent resolutions must be in writing, which includes wiki voting. Voting on the Board wiki is done by attaching an electronic signature, in the form of the word "Yes" next to the Board member's name. See the sample resolution to see how this appears, or see the documentation for creating a resolution.

Proxy voting is not permitted, either at an in-person meeting or for a consent resolution.[86]

Transparency in Board activities[edit]

Transparency is one of WMF's core values. The Board is committed to maximizing transparency, including by making as much information as possible about its activities publicly available on WMF's website. WMF, including the Board, strive to make major documents (such as the annual plan, key policies and governance documents) available in multiple languages, with the help of volunteers in the community and professional translators.

However, the Board is legally required to keep certain information confidential. This includes: general counsel presentations and other legally-privileged communications;[87] conflict of interest disclosures, unless the affected party consents or the General Counsel approves disclosure; and private donor, user and employee information.

Board visitors must sign a non-disclosure agreement (provided by the Secretary) and be excused from legally-privileged portions of Board meetings. Non-public information is redacted from the public Board minutes but available to Board members in hard copy in the Board's books.

Attorney-client privilege[edit]

As a Board member, you may be involved in communications protected by the attorney-client privilege. This privilege protects confidential legal communications between an attorney and client – such as the General Counsel and the Board. It does not apply to purely business (as opposed to legal) advice. The privilege exists to encourage candid communication between attorney and client and helps shield those communications from disclosure in legal proceedings.[88]

To preserve the privilege and avoid inadvertent waiver, communications must be kept confidential. If you are involved in a privileged communication, you should treat it as confidential. Do not disclose or distribute it outside of WMF or to anyone inside WMF who is not involved in the legal issue at hand. If you are requesting legal advice on behalf of WMF, consider marking your communication "Attorney-Client Privilege" and explicitly stating that you are requesting legal advice.

Sometimes, it can be difficult to know whether a communication is privileged. For example, the line between legal and business advice may not always be clear. Also, the privilege may be different, or not apply at all, in some countries. If you have any questions or concerns about privilege, please feel free to consult the Secretary (General Counsel).

Board member expenses and travel policy[edit]

Board members may be reimbursed for actual, reasonable expenses incurred in connection with their Board service, such as travel, entertainment and professional development expenses. Board members must follow the appropriate expense and reimbursement policies, including the Travel Policy, Travel Approval Policy, Duty Entertainment Guidelines Policy and Purchases and Disbursements Procedures. These policies require prior approval of expenses and prompt submission of expense reports and supporting documentation. Approval processes vary according to the type of expense. Board members should refer to the appropriate policy or, if necessary, seek input from the Chair, Vice-Chair, or Executive Director. However, in general, Board member travel expenses must be approved by the Board Chair (or, for the Board Chair's travel expenses, two other Board members), duty entertainment expenses by the Executive Director and professional development expenses by the Chair of the Human Resources Committee. Expense reports should be submitted to the Board Liaison for signature by the Executive Director and reimbursement.

Board members must make their travel arrangements through the Travel Coordinator. The Travel Policy and Travel Approval Policy require all WMF travelers to travel as economically as possible. This means, for example, traveling economy class at the lowest available fares, using the most economical forms of transportation whenever possible (such as public transit rather than taxis), and keeping lodging, dining, and incidental costs as low as reasonably possible.

Board members may combine personal travel with Board-related travel provided there is no additional cost to WMF and WMF's needs take priority in the planning of the trip. The personal and business elements of the trip should be clearly distinguished in the approval request and expense report. All costs incurred as a result of adding personal travel, such as the additional cost of a ticket and additional meals, rental car and hotel costs, are the Board member's responsibility. For airline tickets, if personal travel requires the Board member to take an indirect route or interrupts a direct route, reimbursement will be at either the actual charge or the charge that would have been incurred by traveling the direct route by the most economical means, whichever is less. When submitting expense reports, the costs of personal travel should be identified and deducted from the requested amount. For a rental car, for example, the personal portion is calculated by prorating the total cost over the number of days for personal use and number of days for business use.

Since WMF is largely funded by public donations, all expenses must be reasonable and able to withstand public scrutiny. Board members should exercise good judgment when incurring expenses.

Protections for Board members[edit]

As discussed above, Board members have fiduciary obligations and may, in some circumstances, be legally liable for failure to meet those obligations. Intentional violations, for example, can result in individual sanctions. However, there are several protections available to Board members acting in good faith that will often insulate them from personal liability except in certain narrow circumstances.

Immunity[edit]

Under Florida law, WMF Board members may be immune from civil liability for conduct in their capacity as Board members unless they intentionally violate criminal law, intentionally act against the organization's best interests, or act recklessly or with willful disregard of safety or property.[89]

Indemnification[edit]

Under Florida law, WMF may indemnify a Board member if he or she acted in good faith and reasonably believed that his or her conduct was in WMF's best interests.[90] However, WMF may not indemnify if the Board member intentionally violated criminal law or intentionally acted against WMF's best interests. In this context, "indemnify" means assume responsibility for the Board member's legal costs and any damages awarded against him or her.

Insurance[edit]

WMF also provides insurance coverage (subject to policy limits) for claims against Board members, provided the Board member's conduct was not criminal or intentionally fraudulent. Board members may obtain a summary of the coverage terms from the Board Treasurer.

Conclusion[edit]

We hope that you have found this Board handbook to be useful. If you have any further questions, please feel free to ask:

  • The Chair, Vice-Chair, or Executive Director for questions relating to your role as a member of the Board;
  • The Secretary and General Counsel for questions relating to legal and governance issues;
  • The Treasurer for questions relating to finance, accounting, audits and insurance;
  • The Board Liaison for operational and logistical inquiries or needs relating to Board meetings and events (including expenses and reimbursments); and
  • The Travel Coordinator for scheduling and booking travel.

Further reading[edit]

Notes[edit]

  1. WMF's Board has historically been called a "Board of Trustees." The title however used in WMF's articles of incorporation and Florida law is "Board of Directors." There is no legal distinction between the two.
  2. As discussed below, WMF is part of an international network of independent, associated organizations that includes chapters, thematic organizations, user groups and movement partners. Our mission implies collaboration with these other organizations as well when appropriate.
  3. For more detail, see the licensing policy.
  4. For more detail, our internal technical documentation is published publicly.
  5. As of September 2013, the process for selecting movement partners was under discussion and no movement partners had yet been identified.
  6. Chapter Agreements are held by chapters and the WMF and some public versions may be available on Chapter websites or Internal wiki. AffCom published a form version of the User Group Agreement.
  7. There are other committees as well, which do not provide recommendations to the Board but support the movement in other ways. The staff-led m:Communications committee, for example, facilitates communication among WMF, the community and the general public, coordinates WMF's communications with the press and provides reports to the Board as needed.
  8. 26 U.S.C. § 501(c)(3).
  9. 26 U.S.C. § 501(h).
  10. Fl. St. § 617.0801.
  11. Bylaws Art. IV, § 1.
  12. Fl. St. § 617. 0302.
  13. Bylaws Art. IV, § 8(c).
  14. Bylaws Art. VI.
  15. Fl. St. § 617.0802(1).
  16. Bylaws Art. IV, § 3(C)-(E).
  17. Bylaws, Art. IV, § 4.2.
  18. Resolution: Amended Bylaws, Article IV, Section 6, May 4, 2013. Florida law does however require at least three Board members. http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0803.html Fl. St. § 617.0803(1).
  19. Bylaws, ART. IV, SEC. 3(G).
  20. Bylaws, Art. IV §3; the resolution on Term Limits (June 2015) provides that some Board members during the transition are eligible for seven or eight years consecutively, if they are reappointed before they serve six years.
  21. Bylaws, Art. IV, § 3(C).
  22. We anticipate that the Board may wish to amend its bylaws to expand selection of those seats by not only chapters and thematic organizations, but also movement partners, or potentially, user groups.
  23. Bylaws, Art. IV, § 3(D).
  24. Bylaws, Art. IV, § 3(F), as amended by Resolution: Bylaws amendment - founder term, Feb. 28, 2011.
  25. Bylaws, Art. IV § 3(E).
  26. Bylaws, Art. IV § 2(A).
  27. Bylaws, Art. V, § 1.
  28. a b Bylaws, Art. V, § 2.
  29. The same process applies to elections for committee members and chairs.
  30. a b Bylaws, Art. V, § 1(a).
  31. a b c Bylaws Art. VII.
  32. Bylaws, Art. V, § 1(b).
  33. Please note that these requirements may change and may require updating as part of the new Executive Director transition.
  34. Bylaws, Art. V, § 1(d).
  35. Bylaws, Art. V, § 1(d) ("The Executive Director, a non-trustee officer position, is the chief executive officer of the Foundation.").
  36. Bylaws, Art. V, § 1(e).
  37. Fl. St. § 617.0840(3).
  38. Fl. St. § 617.0840(2).
  39. Bylaws, Art. V, § 1(e).
  40. a b Bylaws, Art. V, § 1(f).
  41. a b Bylaws, Art. IV § 8.
  42. a b Fl. St. § 617.0825(1).
  43. Fl. St. § 617.0825(3).
  44. Fl. St. § 617.0825(2).
  45. See the Funds Dissemination Committee.
  46. See AffCom Rules of Procedure.
  47. Bylaws Art. IV § 8(b).
  48. Resolution: Amending the Term of Advisory Board Members, February 2, 2013.
  49. Resolution: Advisory Board, July 31, 2006.
  50. Bylaws, Art. IV § 5.
  51. Fl. St. § 617.0807(2).
  52. Bylaws, Art. IV § 7.
  53. Fl. St. § 617.0808(1).
  54. Bylaws, Art. V § 5.
  55. Fl. St. § 617.0842(1).
  56. Fl. St. § 617.0842(2); Bylaws, Art. V § 3.
  57. Fl. St. § 617.0809.
  58. Bylaws, Art. IV § 6.
  59. Bylaws, Art. V § 4.
  60. Fl. St. § 617.0831(1).
  61. Fl. St. § 617.0825(4).
  62. Fl. St. §§ 617.0830(2),(3).
  63. Foreign Corrupt Practices Act.
  64. a b c Bylaws, Art. IV, §4.
  65. a b Bylaws Art. X, § 4.
  66. The Board may also hold Board retreats periodically.
  67. Fl. St. § 617.0822(1).
  68. Florida Business Laws Annotated, 2011-2012, Stuart R. Cohn and Stuart D. Ames, at p. 105 (addressing §607.0822, the for-profit counterpart).
  69. Bylaws Art. IV, § 4(a).
  70. Fl. St. § 617.0822(2); Fl. St. § 617.0823; Bylaws Art. IV, § 4(b).
  71. Fl. St. § 617.0822(2); Bylaws Art. IV, § 4(b).
  72. a b Bylaws Art. IV, § 4(b).
  73. Florida Business Laws Annotated, 2011-2012, Stuart R. Cohn and Stuart D. Ames, at p. 33 (addressing §607.0207 in for-profit counterpart, which uses the same "catastrophic event" language); Fl. St. § 617.0303(5).
  74. Bylaws Art. IX.
  75. However, a Board member may attend a meeting without waiving notice if he or she has the "express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened." Bylaws Art. IV, § 4(b).
  76. Fl. St. § 607.1601.
  77. Fl. St. § 617.0820(4); Bylaws Art. IV, § 4(e).
  78. a b Bylaws Art. IV, § 4(c).
  79. Bylaws Art. X, § 1.
  80. Resolution: Board of Trustees Voting Transparency, Mar. 30, 2012.
  81. This is the case for all oral or written resolutions presented for approval at a Board meeting except for resolutions to amend the bylaws or remove a Board member, which require approval by a majority of Board members then in office. Bylaws, Art. X, § 10.1; Bylaws, Art. IV, § 7.
  82. Fl. St. §§ 617.0824.
  83. Bylaws Art. IV, § 4(d).
  84. Bylaws Art. IV, § 4(f).
  85. Fl. St. § 617.0821.
  86. Bylaws Art. IV, § 9.
  87. The Board may have the right to waive its attorney-client privilege but should do so only after consultation with the General Counsel.
  88. Nonetheless, Board members should assume that all their writings, including emails, chats, IRCs and on-wiki discussions, could be subject to discovery or compelled process, such as subpoenas. This is true for privileged and non-privileged communications. If WMF's legal department determines that any Board documents should be retained for litigation purposes, you normally should receive a legal hold notice explaining which documents need to be retained and how to retain them. If you have any questions, however, as to whether to retain documents relating to potential litigation, please consult the Secretary (General Counsel).
  89. Fl. St. § 617.0834.
  90. Fl. St. § 607.0850(1).

License notes[edit]

The content contained in this publication is available under the Creative Commons Attribution-ShareAlike Version 3.0 Unported License unless otherwise stated. The trademarks and logos of the Wikimedia Foundation and any other organization are not included under the terms of this Creative Commons license. The Wikimedia Foundation trademarks and logos are usually pending trademark registration or are registered trademarks of the Wikimedia Foundation. For more information, please see our Trademark Policy, or contact trademarks@wikimedia.org.