Wikimedia New York City/COI Policy

Approved June 9, 2021

Wikimedia NYC Conflict of Interest Policy

Wikimedia New York City, Inc. (“WMNYC”) is a 501(c)(3) non-profit organization whose board members are chosen to serve the public purposes to which it is dedicated. These persons have a duty to conduct the affairs of WMNYC in a manner consistent with such purposes and not to advance their personal interests. The conflict of interest policy (the “Policy”) is intended to permit WMNYC and its board members to identify, evaluate, and address any real, potential, or apparent conflicts of interest that might, in fact or in appearance, call into question their duty of loyalty to WMNYC. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

1. Covered Persons

The Policy applies to any director, principal officer, or member of a committee with governing board delegated power of WMNYC's board members ("Covered Persons"). Each Covered Person shall be required to acknowledge, not less than annually, that they have (i) received a copy of the Policy, (ii) read and understand the Policy, and (iii) agreed to comply with the Policy on the pledge of personal commitment.

2. Covered Transactions The Policy applies to transactions between WMNYC and a Covered Person, or between WMNYC and another party with which a Covered Person has a significant relationship, or between another party and the Covered Person if the transaction could reasonably be expected to impact WMNYC (“Covered Transaction”). A Covered Person is considered to have a significant relationship with another party if:

• the other party is a family member, including a spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in- law, or domestic partner;
• the other party is an entity in which the Covered Person has a material financial interest. This includes entities in which the Covered Person and all individuals or entities having significant relationships with the Covered Person own, in the aggregate, more than 10 percent; or
• the Covered Person is an officer, director, trustee, partner, or employee of the other party.

A Covered Transaction also includes any other transaction in which there may be an actual or perceived conflict of interest, including any transaction in which the interests of a Covered Person may be seen as competing or at odds with the interests of WMNYC.

3. Disclosure, Refrain from Influence, and Recusal

When a Covered Person becomes aware of any actual or possible Covered Transaction, they have a duty to take the following actions:

• immediately disclose the existence and circumstances of such Covered Transaction to the WMNYC board in writing;
• refrain from using their personal influence to encourage WMNYC to enter into the Covered Transaction;
• excuse themselves from any discussions regarding the Covered Transaction except to provide information or answer questions at the direction of other board members.

4. Standard for Approval of Covered Transactions

WMNYC may enter into a Covered Transaction where (i) such transaction does not constitute an act of self dealing, and (ii) the board determines, acting without the participation or influence of the Covered Person and based on comparable market data, that such transaction is fair and reasonable to WMNYC. The board shall document the basis for this determination in the minutes of the meeting at which the Covered Transaction is considered.

5. Administration of Policy

This policy shall be administered by WMNYC board, which shall be responsible for the following:

• receiving disclosures of proposed Covered Transactions;
• reviewing proposed Covered Transactions to determine whether they meet the above-described standard;
• maintaining minutes, pledge of personal commitment, and such other documentation as may be necessary and appropriate to document its review of Covered Transactions;
• reviewing the operation of this policy and making changes from time to time as it may deem appropriate.