Wikimedia Foundation board manual

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Please see the Wikimedia Foundation Board Handbook This page is outdated. It is kept for historical interest. We will only provide updates to the Wikimedia Foundation Board Handbook.

This page introduces the mission, projects, and operations of the Wikimedia Foundation, as well as the roles and responsibilities of the Board of Trustees, the Foundation's staff, and our community. It is primarily intended as a resource for prospective and new trustees but can also serve as a reference for anyone interested in learning about the organization and governance of the Foundation.

General information

The Wikimedia Foundation, Inc. (WMF) provides infrastructure, legal, fundraising and administrative support to Wikipedia and other free knowledge projects. Based in San Francisco, California, the Foundation is a non-profit charitable organization created in 2003 with 501(c)(3) tax-exempt status in the United States. The Foundation publishes its annual report, bylaws, financial statements, and annual IRS disclosures at wikimediafoundation.org.

Vision

See Vision (translated)

The high-level vision of the Foundation is: "Imagine a world in which every single human being can freely share in the sum of all knowledge. That's our commitment."

Projects

See Our projects (full list, automatically generated)

The Foundation supports Wikipedia, the online encyclopedia. From the founding of Wikipedia in January 2001, and the incorporation of the Wikimedia Foundation in June 2003, our growth has been very rapid. The English-language Wikipedia, our first project, has expanded from 135,000 articles at the time of the Foundation's incorporation to over 4 million articles today. Wikipedias exist in 285 languages, ranging in size from millions of articles to fewer than 10.

The Foundation also operates other projects, including Wikimedia Commons (a repository of free images and other media), Wiktionary (a dictionary), Wikisource (an original source repository), Wikiquote (quotations), Wikibooks (collaboratively written books), Wikinews (citizen journalism), Wikispecies (taxonomic species information), and Wikiversity (curriculum development). All of these projects are available in various language versions, except Commons (which serves all languages) and Wikispecies (which uses Latin names). New language-versions of most projects are developed in the Wikimedia Incubator, but Beta Wikiversity and Old Wikisource are used as multilingual hubs and new project development spaces for Wikiversity and Wikisource respectively.

Impact

See Monthly report card

One of the major online audience measurement companies, comScore, Inc., estimates that each month over 400 million people view our projects, which it estimates is a reach of around 30% of worldwide PC-based internet users. comScore lists us as the #5 web property after Google, Microsoft, Yahoo, and Facebook.

Technology

We use open source software and a highly-efficient technology infrastructure to run our projects at a fraction of the cost of other major web properties. The primary application for our projects is MediaWiki, an open source wiki software application that the Foundation actively develops and supports through a handful of developers on staff and about 180 community members who can contribute code directly to the version control repository. We use the LAMP stack (Linux operating system, Apache web server, MySQL database, and PHP page generation language), supplemented by additional open source technology including PowerDNS, memcached, Lucene, Linux Virtual Servers and Squid caches. Our database and application servers are in Tampa, Florida and we also have local caches in Amsterdam, the Netherlands.

Finances

See Financial reports

Financing for the Foundation comes primarily from small donations by individuals. During 2009's 8-week long annual fundraiser, over 230,000 donors from around the world made contributions averaging $35 each, raising over $8 million. We also receive a limited number of large donations from individuals and institutions. Our annual plan for the fiscal year ending June 2010 is just over $10 million in expenses, which include server hardware, bandwidth, software engineering, trademark and other legal issues, accounting and financial matters, administrative support, and fundraising. KPMG is our independent auditor.

Legal environment

The Wikimedia Foundation and our projects deal with a broad range of legal issues, including:

• Content licensing. The general principle is that content on our projects can be reused, including for commercial purposes, as long as any derivative works provide attribution to the original authors (typically done through a link to the History page of an article) and as long as any derivative works are distributed under the same license as the original. Specific free content licenses that our projects use include the Creative Commons Attribution-Share Alike license.
• Copyrights. Our community is typically strongly self-policing when it comes to copyright violation issues. We consider our projects to be operating under the safe harbor protections of the Digital Millennium Copyright Act in the U.S. and similar laws in Europe and worldwide.
• Trademarks. We work actively to register and protect our commercially significant trademarks worldwide, for example the name "Wikipedia" and its related graphical marks.
• Legal support. We receive assistance from the Electronic Frontier Foundation, law firms including Wilson Sonsini Goodrich & Rosati, the legal academic community, and others.

Getting news

There are a variety of sources for news about the projects. Within the community, these include:

• The Foundation, various groups and the Wikimedia chapters issue reports; these are collected here
• http://blog.wikimedia.org/, the Foundation's blog
• The Wikipedia Signpost, a long-running weekly community-written newspaper, based on the English Wikipedia but covering all projects. Similar newsletter projects exist in a variety of languages, for instance German.
• Planet Wikimedia, an aggregation of blogs by Wikimedia project participants.

Additional background

• History of Wikipedia
• Criticism of Wikipedia
• Wikistats, one of the central clearinghouses of data on our projects.
• There are a handful of published books about Wikipedia and MediaWiki, including tutorials and one history of Wikipedia's early days.

Board information

Composition

See Board of Trustees for official list of current trustees, or the Board page on Meta for information on past trustees

By design, the majority of the ten seats on the Board of Trustees comes from the community:

• Three trustees are elected in odd-numbered years by the community for two-year terms. Elections are conducted on the internet by a direct vote of community members. See the Elections site for information on elections including candidate presentations.
• Two are appointed in even-numbered years by the chapters for two-year terms
• One is our community founder. Our founder will be appointed for two-year terms beginning in 2012.
• Four are appointed by the community trustees for two-year terms to provide any necessary expertise. Two will be appointed for two-year terms in odd-numbered (beginning in 2011) and two in even-numbered years (beginning in 2012) to stagger these seats.

The ideal Board has a mix of skills: it is composed of big picture thinkers and leaders, public figures, non-profit veterans, and fund raising, accounting or legal experts. It is culturally diverse, mirroring the diversity found in the Foundation's project communities. It takes corporate governance seriously while inspiring the staff and community to strive for ambitious but realistic long-term goals.

The role of a trustee is voluntary and unpaid. It is not always the most exciting or most rewarding position imaginable. Much of the work goes unnoticed; some of it is highly confidential, and some purely administrative. On the other hand, it is a unique opportunity to make a difference in one of the most culturally significant organizations on the planet.

Roles and responsibilities

From Trustee role

The Board of Trustees is the governing authority of the Wikimedia Foundation. Responsibilities of the Board include:

• determining the mission, goals, long-term plans and high level policies of the WMF and its projects
• selecting the Executive Director of the WMF, who oversees its day-to-day operations, and evaluating his or her performance
• ensuring the sustainability of the organization by defining a number of independent revenue sources
• communicating about the direction and the activities of the WMF to the community
• providing oversight to staff with regard to accounting, budgeting, and programs
• maintaining legal and ethical integrity
• recruiting and orienting new trustees
• articulating the mission of the WMF in public

The responsibilities of the Board do not include:

• interfering in day-to-day operations, except in emergencies
• setting Wikimedia project-level editorial policies
• resolving basic community disputes
• volunteering in specific areas of regular WMF organizational work

Characteristics of effective trustees:

See also Traits of a great WMF Trustee

• Strategic – .e.g., to provide long term direction
• Thoughtful – e.g., to avoid being reactionary to controversial issues
• High integrity – e.g., to put the interests of the foundation as a whole over personal or specific constituent interests
• Responsive – e.g., to email requests from other trustees
• Follow through – e.g., to complete tasks such as committee assignments as committed.
• Respectful – e.g., to listen carefully to other trustees' points-of-view even as they may differ from one's own
• Collaborative – e.g., to partner with other trustees and the Executive Director on the Board's work

We have provided our 2010 Trustee evaluation questionnaire to further explain the characteristics of effective trustees.

The Board has four officers (Chair, Vice-Chair, Secretary, and Treasurer). Typically, the Chair and Vice-Chair are positions held by Board members while the Secretary and Treasurer roles might be held by staff members. Each year, the Board also appoints trustees to assume roles on the Board's three committees, including chairs of each committee.

Meetings and operations

The trustees now meet face-to-face three-four times a year, approximately in January, March (at the Chapters Meeting), July/August (at Wikimania), and October. Meetings typically last two days on a Friday and Saturday including evening activities. Some trustees arrive early or stay late to hold additional meetings (e.g. Committee meetings, meetings with Foundation staff). Some in-person meetings are held at the Foundation's headquarters in San Francisco, while others are held in various locations worldwide. Trustees may request reimbursement of expenses, per the Travel policy and the Travel Approval Policy. In addition to the in-person meetings, the board occasionally holds IRC and/or teleconference meetings if issues require attention prior to an in-person meeting.

Minutes are typically kept when the trustees meet, are drafted/reviewed at the Board wiki Meetings page, and then published on the Foundation website minutes page. Resolutions are drafted/reviewed on the Board wiki resolutions page and published on the Foundation website resolutions page. Policies are drafted/reviewed on the Board wiki Policies page and then published on the Foundation website Policies page.

The Foundation has Directors and officers liability insurance from Ace American Insurance Company.

Resolutions and voting

Once a Trustee proposes a resolution for consideration, a 2-week discussion and revision period begins. This can be extended one week at a time if enough Trustees request it, or at the discretion of the Chair. At the end of the discussion period, once a second Trustee moves to vote, a 1-week voting period begins. This can also be extended by a week if needed. As of 2012, and sporadically before then, how each Trustee voted is noted on the published resolution.

Completed resolutions are published promptly after the vote's conclusion, though there is sometimes an embargo period while groups affected by the resolution are informed. For details, see the policy on Board deliberations.

Expectations of trustees

Time commitment

Being a trustee of the Wikimedia Foundation is a significant time commitment. The three to four annual in-person board meetings are held on weekends, in various international locations, resulting in a commitment of at least 10–12 days a year (including travel). The Board also communicates intensively via e-mail, wiki, and IRC, typically requiring at least a few hours each week in addition to in-person meetings and travel. Individual trustees sometimes participate in strategic meetings with other organizations and companies. Individual trustees typically also get involved in Board committees or task forces on certain issues (e.g. Wikimania, audit, fundraising, legal, etc.) and help draft policies, charters and resolutions.

Confidentiality

To support the open exchange of information and ideas, trustees are encouraged to speak frankly to one another. Additionally, trustees are in a privileged position with regard to private information about donors as well as other confidential information. For these reasons, in addition to the general confidentiality clause in the Foundation Code of Conduct (http://wikimediafoundation.org/wiki/Code_of_Conduct_Policy), trustees agree that during or after their terms on the Board they will not disclose confidential information or use confidential information for their own benefit or the benefit of others, unless the Foundation has given express written permission.

Conflicts of interest

Because trustees are in a privileged position with regard to the Foundation and its projects, they are expected to carry out their responsibilities with the highest degree of integrity and to avoid all real and perceived conflicts of interest. Trustees are expected to adhere to the general Foundation Conflict of Interest policy (http://wikimediafoundation.org/wiki/Conflict_of_interest_policy). Additionally, trustees fill out and maintain Conflict of Interest questionnaires, which can be found on the Board wiki Policies page.

Fiduciary duties

Like a trustee of any organization, the trustees of the Wikimedia Foundation have fiduciary duties:

• The duty of care requires that trustees act honestly, in good faith and with a reasonable amount of diligence and care, on a fully informed basis and in a deliberative manner. It generally requires that trustees exercise the care of an ordinarily prudent person in similar circumstances.
• The duty of loyalty requires that trustees act in the best interest of the Foundation without the influence of any conflicting interest, including any personal interest or any interest of any other person or organization, including Wikimedia chapters. This duty requires that trustees be both independent and disinterested. To be independent, trustee decisions must be based solely on the merits of the issue rather than on extraneous considerations or influences. To be disinterested, trustees must neither appear on both sides of the transaction nor expect to derive any personal financial benefit.

Trustees must act in the best interests of the Foundation and its projects. Under the Board selection procedures, trustees are elected or appointed by different communities or appointed by the Board directly. Nevertheless, a trustee's fiduciary duties are owed to all of the Foundation, not to the specific group that elected or appointed the trustee.

Other expectations

• Trustees are expected to know the Foundation bylaws and policies and to be familiar with all projects and initiatives so that they can play an effective oversight role.
• Trustees are expected to participate fully in all Board activities.
• Trustees are expected to miss no more than one of the planned in-person Board meetings and are expected to participate in at least two-thirds of online Board meetings in any calendar year.
• Trustees are expected to communicate promptly to the Board Chair if, for any reason, they cannot continue serving on the Board.
• Because the identity of trustees is a matter of public record, it is not possible to hold a position on the Board of Trustees anonymously or under a pseudonym.
• In contrast to many U.S. foundations, trustees are not expected to bring personal money to the organization though they are welcome to help raise funds.
• Occasionally, a trustee will need to resign her/his position on the board. In this situation, it is desirable that the trustee provide as much notice as possible (3–6 months) to allow sufficient time for a search to occur to replace the trustee. While desirable, circumstances will not always enable such notice (e.g. Health, family, job change). In these circumstances the board will appreciate whatever notice the trustee is able to provide.

Board committees

There are currently three formal Board committees. See below for additional staff and community committees that may receive counsel from the Board.

Audit Committee

See Audit committee

The Audit Committee represents the Board in its oversight of financial and accounting issues, providing advice and counsel based on the experience of Committee members in business, financial and accounting matters. It also serves as Board-level oversight of the relationship with the independent auditor (currently KPMG). Audit Committee members serve one-year terms, typically beginning in May or June each year. The Audit Committee is typically chaired by a trustee who has financial expertise and may include other trustees, representatives from the community, the advisory board, or other outside advisers.

Human Resource Committee

The Human Resource Committee evaluates the overall performance of the Executive Director and conducts a year-end evaluation. It also administers the Executive Director's salary and any performance-related compensation. Finally, it works with the Executive Director to set overall compensation philosophy for Foundation staff. It consists of three trustees, including the Chair.

Board Governance Committee

See WMF Board Governance Committee (BCG) and BGC charter

The Board Governance Committee (BGC) is responsible for ensuring that the Board effectively fulfills its responsibilities. The BGC administers officer elections, Board committee appointments, Board needs (skills, experience) and trustee evaluations (via a 3rd party), trustee appointment process (for appointed trustees) and other activities relating to general Board effectiveness.

Note: A Nominating Committee previously assisted the Board in filling out its membership with additional expertise to better oversee the Foundation. The Board decided to replace the Nominating Committee with a new process to locate and vet potential appointed trustees. The new process includes the administration (by a third party) of an annual trustee survey to assess board needs and individual trustee performance. If the survey suggests a need for one or more new appointed trustees (new skills or experiences), a search firm will be engaged to assist in writing the specification for the desired trustee, solicit recommendations for trustees that meet this specification (from the Community, Foundation staff, Advisory Board, Governing Board, and other sources), screen potential candidates and manage the interview process.

How the trustees communicate

Email and mailing lists

Email is the primary way that trustees stay in touch. New trustees can use an "@wikimedia.org" email address to help manage Wikimedia messages. New trustees should be automatically added to the private board list. Other mailing lists that a trustee may consider joining include:

• WikimediaAnnounce-l, a moderated public email list for notable updates and reports from representatives of the world-wide Wikimedia movement. WikimediaAnnounce-l Sign-up, WikimediaAnnounce-l Archive

• Wikimedia-l, a public list focused on foundation and cross-project issues with frequently impassioned participation from the more vocal members of our community. This is "the list of record" for communicating news about the Foundation to the community. Wikimedia-l Sign-up, Wikimedia-l Archive, Wikimedia-l list summary (erratic)

• Wikitech-l, a public list for discussion of technical matters across the projects. Wikitech-l Sign-up, Wikitech-l Archive.

• Internal-l, a private list for chapter leadership and staff to coordinate chapter-related activities. Talk to one of the other trustees for access.
• The Communications Committee's private list for discussion and alerts of press and public inquiries. Talk to one of the other trustees for access.
• In addition, there are many mailing lists for specific projects, local groups, etc; a full list can be found at Mailing lists or at https://lists.wikimedia.org.

Wikis

We use a variety of wikis as a community and as a Board including:

• a public Meta-Wiki, where much of the discussion around community-wide cross-project issues occurs. There is a lot of information and discussion throughout Meta and it's worth exploring.
• a private internal wiki, used by chapter leadership and staff to coordinate chapter-related activities.
• a private Board wiki.
• the Foundation's website, http://wikimediafoundation.org, typically used for publishing final versions of documents, with discussion/drafting happening on Meta or the board wiki.

Blogs

We use blogs including:

• Wikimedia Blog, the Foundation's official blog.
• Planet Wikimedia, an aggregation of blogs by Wikimedia project participants.

IRC

We communicate over IRC, a multi-user chat program (more at the IRC article on Wikipedia). Because many people can converse in IRC at once, and it is free and easily accessible, the WMF uses it for both informal communication (such as the social channels) and occasionally for formal meetings. You can find more information about WMF IRC channels on Meta. The two channels most likely to interest trustees are #wikimedia and #wikimedia-internal. To use IRC, you have to install a client; Chatzilla is an easy IRC program to install for the Firefox browser.

Foundation organization

The Staff

See Staff listing

The Wikimedia Foundation has a small paid staff working in San Francisco, California. Several staff also work from Florida and overseas. Everyone else involved with the projects is a volunteer. You can find job descriptions of current staff members and open jobs on the Foundation website. All staff members are under the authority of an Executive Director.

Our current Executive Director is Sue Gardner. She started working for the Foundation in June 2007. She regularly reports to the board of trustees, the staff, and the community; an archive of these reports (now monthly Foundation reports) is available here. She also regularly provides more detailed reports to the Board (typically during Board meetings). The Executive Director is not a trustee.

Staff committees

The Foundation staff may create committees, which are typically led by a member of the staff and may include representatives from the community, advisory board, staff, board, or outside advisers. Past committees include the Technical Committee and Fundraising Committee, which are not currently active. The following are the currently active Staff Committees:

Communications Committee

See Communications committee

The ComCom's tasks are:

• Coordinating communications with the press, including press releases, interviews, and inquiries.
• Supporting communication between the Wikimedia Foundation and project communities.
• Organizing and coordinating publicity and outreach.
• Supporting and overseeing communication with the general public.
• Maintaining a Wikimedia style guide.
• Reporting on core Wikimedia statistics.

The comcom uses a private mailing list to communicate.

Research Committee

See Research:Committee

Created on August 25, 2010 by the WMF staff.

Grant Advisory Committee

See Grant Advisory Committee

Founded in June 2011.

Advisory Board

See Advisory Board

The Advisory Board of the Wikimedia Foundation was approved in 2006, and formed at the start of 2007. It is an international network of experts who have agreed to give the Foundation meaningful help on a regular basis in many areas, including law, organizational development, technology, policy, and outreach. Their abilities, experience, and knowledge were selected for how they complement a particular Foundation project, or the organization as a whole. The Board appoints people to the Advisory Board and confirms re-appointments.

Community

The "community", as defined within Wikimedia, are those people that put time into working on Wikimedia projects. This means that everyone from article editors to MediaWiki developers are community members. Many community members only participate in online activities, such as working on Wikipedia, while a handful participate in both real-life and online activities around the projects. There is a wide diversity in the types of activities people take on; while some may only work on articles, others concern themselves with the policies and processes governing the projects, while others may engage in "Foundation-level" work such as outreach and publicity (or a combination of all of these). References to the "core community" tend to mean those people who are also interested in Foundation and governance issues and are thus visible in discussions about same. There is no formal definition of who makes up the community, though "asking the community" about proposals generally means posting on wiki village pumps, posting to the mailing lists (e.g. wikimedia-l), posting on Meta, etc. Many community members have been around since the early days of Wikipedia and have weathered nearly endless debates about how the organization should be run. The most vocal community members, however (such as those who post on mailing lists, etc.) do not necessarily represent the more quiet majority of editors and volunteers, so it is important to solicit feedback in a wide variety of places. "Joining the community" is as simple as lending a hand, whether by editing or doing other work, and being inclusive to new participants is a core Wikimedia value.

Wikimedia local chapters

See Wikimedia chapters

The Wikimedia projects have an international scope, and their outreach has already made a significant impact throughout the world. To continue this success on an organizational level, Wikimedia is building an international network of associated organizations. Local chapters are self-dependent organizations that share the goals of the Wikimedia Foundation and support them within a specified geographical region. They support the Wikimedia Foundation, the Wikimedia community and the Wikimedia projects in different ways – by collecting donations, organizing local events and projects and spreading the word of Wikimedia, Free Content and Wiki culture. They also provide the community and potential partners with a point of contact capable of fulfilling specific local needs. The chapters share a private mailing list (internal-l) and a wiki (http://internal.wikimedia.org).

Active Community Committees

The Board recognizes certain Community Committees, which are typically led by a community member and may include representatives from the community, advisory board, staff, board, or outside advisers. The following are currently recognized Community Committees:

Affiliations Committee

See Affiliations Committee

Affiliations Committee (formerly known as Chapters Committee or ChapCom, colloquially AffCom) is a Wikimedia community committee entrusted with advising the Wikimedia Foundation Board of Trustees on the approval of new movement affiliates: national or subnational chapters, thematic organisations and user groups. It operates with a private mailing list (affcom) and a wiki (http://chapcom.wikimedia.org).

Language Committee

See Language committee

The Language Committee is charged with developing a clear policy and documentation for new language projects and their proposal, processing those requests, and supporting and coordinating new projects to optimize their success. Reading this email might provide additional insights.

Elections Committee

See 2013 board election committee

During community elections, the Board typically appoints committees to manage the election process.

Ombudsman Commission

See Ombudsman commission

The Ombudsman Commission is tasked with investigating complaints about violations of the privacy policy on any Wikimedia project.

Annual conference

See Wikimania (on the public-facing Foundation wiki) and Wikimania (on Meta wiki, with more detailed information).

Wikimania is the Wikimedia community's annual international conference, typically held in July or August. It is run and organized by local volunteers in the host city, with the support of volunteers around the world, and organizational and fiscal support from the Wikimedia Foundation and other sponsors.

The first Wikimania was held in Frankfurt, Germany; subsequent events have been held in the U.S., Taiwan, Egypt, Argentina, Poland, and Israel. The conference location is chosen by a team of volunteers known as a Wikimania jury, which evaluates community bids from various locations. See Wikimania venue selection for an overview of the process.

Meetups and events

There are also a large number of Wikimedia-related events that happen across the globe, and many less-formal meetups among editors and community members. A very incomplete list of events can be found on Meta, while a (similarly incomplete) list of meetups may be found on the English Wikipedia; the interwiki links from that page lead to meetup pages in other languages.