Code of conduct of the Board of Trustees

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This policy is approved by the Wikimedia Foundation Board of Trustees.
It may not be circumvented, eroded, or ignored by Wikimedia Foundation officers or staff nor local policies of any Wikimedia project.

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Wikimedia Foundation Code of Conduct of the Board of Trustees

The mission statement of the Wikimedia Foundation 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.

The Wikimedia Foundation is the steward of essential infrastructure for the people and projects furthering the Wikimedia mission. The Board of Trustees is responsible for making decisions, providing oversight, and leading the Wikimedia Foundation in its mission. The executive staff manages the organization, subject to the Board's direction and control, with primary responsibility for implementing the Board's strategic plans and policies.

The goal of this policy is to set a Code of Conduct that reflects the regular fiduciary duties of nonprofit governance, including the duty of care, duty of loyalty, and duty of confidentiality, as well as Wikimedia principles like serving every human being, collaborating in good faith, and governing transparently.

As a leader of the Wikimedia Foundation, you should act in the best interest of the Wikimedia Foundation and its mission. You should:

1. Work professionally. Treat all people respectfully with common courtesy. Act according to the highest ethical standards. Assume good faith. Build strong relationships with fellow members.
2. Commit to transparency. Communicate clearly and openly to ensure that relevant information is accessible in a timely manner. Make all Board records available publicly, unless they should be private.
3. Respect confidentiality. Protect the confidentiality of nonpublic communications and information, including nonpublic donor, user, and employee information. While striving for transparency, never disclose confidential information or legally-privileged communications without the agreement of the Board.
4. Act with care. Respect the property, resources, and goals of the Wikimedia Foundation. Act in the best interest of the Wikimedia Foundation. Use resources only for effective and legitimate purposes and never for personal benefit. Provide diligent oversight. Make informed decisions that are independent of personal interest.
5. Serve every human being. Make an effort to understand, respect, and support all stakeholders in the Wikimedia projects, including contributors, donors, and readers alike. Set the highest standards for diversity and inclusion for the Wikimedia culture.
6. Participate actively. Participate in as many meetings and discussions as possible, and communicate with the chair when you are absent.
7. Work collectively. Engage in candid conversation, and then act collectively as a Board—not individually—with a common purpose supporting the Wikimedia mission. When you engage with staff in an official capacity, coordinate with the Executive Director or General Counsel. Clarify when you communicate outside of your official capacity. Don't communicate as an individual when it interferes with collective decisions.
8. Resolve conflicts. Seek to resolve differences swiftly and constructively. Give constructive feedback. Take feedback from others constructively. Avoid factionalism or other behavior that aggravates or prolongs conflict. Avoid overly reactive responses. Forgive and forget.
9. Take responsibility. Accept projects as assigned by the Chair (or their delegate). Define team member responsibilities clearly. Set deadlines and deliver projects on time.
10. Follow the law and policies. Follow the Wikimedia Foundation policies and governing documents, including the Conflict of Interest Policy and guidance in the Board Handbook. Never engage in unpermitted legislative or political advocacy.

The Secretary of the Board of Trustees is responsible for sharing this Code of Conduct on a yearly basis with members of the Board of Trustees.

Wikimedia Foundation Code of Conduct Declaration

As a member of the Board of Trustees , of the Wikimedia Foundation, I, __________________, have reviewed the Wikimedia Foundation’s Mission Statement, Code of Conduct, and Board Handbook. I will abide by the Code of Conduct publicly and in my role as a member of the Board of Trustees.

Entered into on __________________.

Signed: __________________

Name: __________________

Position: Member of the Wikimedia Foundation Board of Trustees