Code of conduct of the Board of Trustees

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    This policy was approved by the Board and last updated on September 15, 2021.


    Behavior Expectations

    The Wikimedia Foundation (“Foundation”), Board of Trustees, Officers, committees, and employees observe high standards of business and personal ethics in the conduct of their duties and responsibilities. All Trustees, Officers, and committee members are expected to act in accordance with the principles outlined in this document, as well as the principles outlined in the Universal Code of Conduct.

    The code is based on ten key principles outlined below. It applies to all Board Members, irrespective of their position on the Board, the role they fulfill, and the jurisdiction in which they live or work.

    The Board of Trustees (“Board”) has adopted the following Code of Conduct (“Code”) for its voting Trustees and non-voting Officers (collectively, “Board Members”). No code can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles and not absolute directives.

    Key Principles

    Each Board Member must adhere to a high standard of ethical conduct and to act in accordance with the Foundation’s mission, vision, and values. The good name of the Foundation depends upon the way Board Members conduct business and the way the public perceives that conduct. Unethical actions, or the appearance of unethical actions, are not acceptable. Board Members should be guided by the following principles in carrying out their responsibilities. Note, however, that this Code summarizes such principles and nothing in this Code should be considered as limiting duties, obligations or legal requirements with which the Board Members must comply.

    All Board Members shall read this Code at least annually and shall certify in writing that they have done so and that they understand the Code.

    This Code will be reviewed periodically by the Governance Committee. The Governance Committee shall recommend to the Board any proposed changes to the Code, as deemed appropriate.

    1. Responsibility & Accountability

    All Board Members should be aware of their ethical, legal and professional responsibilities incumbent to the specific community in which they work, to the nonprofit sector, and to the Wikimedia Foundation.

    • Board Members will not make any statement on behalf of the Foundation or purport to represent the Foundation through any public medium, including digital social media, unless they are authorized to do so.
    • Board Members will not commit the Foundation in any way to any agreements or specific courses of action unless they are authorized to do so.
    • Board Members will comply with all applicable statutes and regulations applying to non-profit organizations and the terms of the Articles of Incorporation, the Bylaws, and the policies adopted by the Board.
    • Board Members will protect the interests of Wikimedia Foundation as determined by its Board, its mission, and prudent business practice.

    The Wikimedia Foundation’s work involves many important stakeholders, including users, project contributors, Wikimedia movement affiliates, donors, and partners. The interests of these stakeholders, while frequently aligned with the interests of the Foundation, are separate from the interests of the Foundation. Board Members are obligated to prioritize the interests of the Foundation in all decision-making.

    The Board of Trustees is responsible for holding Board Members accountable to their duties and obligations, and to complying with this Code.

    2. Integrity & Honesty

    All Board Members should:

    • Be honest and accurate in representing their professional affiliations and their qualifications, including such matters as knowledge, skill, training, education and experience.
    • Take reasonable steps to ensure that their qualifications and competencies are not misrepresented by others and to correct any misrepresentation identified. Board Members must recognize and clarify the limits of their knowledge, skills, training, qualifications, education and experience.
    • Be honest and accurate in conveying professional conclusions, opinions, and research findings, and in acknowledging the potential limitations.

    3. Inquiry

    Board Members shall take such steps as are necessary to be sufficiently informed to make decisions on behalf of the Foundation and to participate in an informed manner in the Board’s activities. Board Members are expected to attend all meetings of the Board, except if unusual circumstances make attendance impractical. Board Members are expected to respond to business communications from other Board Members within a reasonable time period.

    4. Respect & Fairness

    The Foundation is committed to maintaining and promoting a professional environment within which its Board Members treat each other with dignity and respect. Board Members will not discriminate against, bully or harass others on the basis of cultural and role difference, including (but not exclusively) those involving sex, age, disability, education, ethnicity, gender identity, language, national origin, political beliefs, race, religion, sexual orientation, marital or family status and socio-economic status. Board Members will respect the knowledge, insight, experience and expertise of fellow Board Members (regardless of career stage and length of Foundation association), relevant third parties, and members of the general public.

    The Foundation recognizes as bullying behavior that may be characterized as offensive, intimidating, malicious or insulting, or an abuse or misuse of power through means intended to undermine, humiliate, denigrate or injure the recipient. Bullying does not need to be deliberate; someone may demonstrate bullying behavior without intending to. Whichever form it takes, it is unwarranted and unwelcome to the individual and will often cause embarrassment, fear, humiliation or distress to an individual or group of individuals. Bullying often results from a misuse of individual power derived from status/position, physical strength or force of personality. It can also arise from collective power arising out of strength of numbers.

    The Foundation recognizes as harassment any unwelcome verbal or physical behavior, including sexual advances, when the unwanted conduct has the purpose or effect of either violating another person’s dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for that person. Harassment does not need to be deliberate; someone may harass another person without intending to. In some situations, where the unwanted conduct is serious, a single incident may constitute harassment. In other situations, conduct may become harassment if it is repeated or sustained.

    The following list provides examples of the types of behavior which can amount to harassment, although the list is by no means exhaustive:

    • Unwelcome physical contact or physical interaction. This may range from unnecessary touching or brushing against another’s body, physical assault, coercing sexual intercourse, physical threats, insulting or abusive behaviors or gestures. This may also encompass invading someone’s “personal space” by standing very close to him/her where this is unnecessary.
    • Unwelcome verbal conduct. This may include the making of remarks and comments about appearance, lewd comments, sexual advances, innuendo and banter, the making or repetition of offensive or stereotyped comments, jokes or songs, the making of threats or the making of patronizing comments.
    • Unwelcome written or visual interaction. This may include sending unwelcome emails, notes, or pictures, and displaying or sending offensive material on any Foundation social media/websites/blogs etc.

    Harassment, bullying and victimization by electronic methods. Given the degree of current reliance upon electronic means of communication it should be specifically noted that harassment, bullying and victimization by Board Members by electronic means is also unacceptable. For example, this might involve:

    • Sending emails (with or without attachments) which breach the terms of this code;
    • Repeatedly sending unwanted messages, even if the content of each individual message would not constitute harassment, bullying, or victimization;
    • Deliberately ignoring messages from particular colleagues;
    • Inappropriate copying of emails to parties not seen as relevant to the discussion, as a way of intimidating or inappropriately gaining leverage over other Board Members, guests, volunteers, or staff.

    5. Privacy & Confidentiality

    All Board Members respect the individual and collective rights to privacy and maintain confidentiality in compliance with US law and other applicable laws and regulations.

    Board Members should never divulge any confidential information about the Foundation or its operations, users, donors, partners, or vendors, which comes to them, from whatever source, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all nonpublic information relating to the Foundation, its business, users, donors, partners, or vendors.

    The process surrounding maintenance of confidential information can be found in the Wikimedia Foundation Confidentiality Agreement of the Board of Trustees, developed and amended from time to time as the Board deems appropriate.

    6. Avoidance of Personal Gain

    Board Members should neither offer nor accept bribes or inducements either on a personal basis or on behalf of the Foundation.

    Board Members should refrain from using their role at the Foundation for the advantage of any special interests inside or outside of the Foundation.

    7. Conflict of Interest

    Board Members shall serve the interests of the Foundation over those of any other person, group or stakeholder of the Foundation. Board Members should not be, or appear to be, subject to influences, interests or relationships that conflict with the interests of the Foundation or its ability to operate in accordance with its mission. Board Members shall act in the best interests of the Foundation, including the interests of the Foundation’s staff and assets.

    All Board Members should declare to the Foundation Board any competing professional or personal interests that may be pertinent to their activities within the Foundation and Foundation-supported events and community groups. In particular, Board Members should disclose any ongoing disputes, whistle blowing activity, or investigations that may interfere with their service to the Foundation or harm the Foundation’s reputation. Any activities undertaken in the Foundation’s name must be consistent with the Foundation’s mission, strategic objectives, and the principles outlined in this guide.

    More information about conflicts of interest and the process for reviewing them is contained in the Conflict of Interest Policy for Board Members, Officers, Executives, and Key Employees.

    8. Board Relationship with Staff

    The Board recognizes the position of power and privilege that Trustees have in the Foundation. Because the Board is the highest level of authority at the Foundation, staff will tend to treat any messages, requests, and questions from Trustees with great urgency and importance. It is easy for a casual comment or email from a Trustee to create additional work for staff, or cause staff to reprioritize their existing work. In order to ensure the appropriate level of involvement in the Foundation’s work, Trustees should:

    • Communicate primarily with executive (C-level) staff and staff in specific Board support roles. Any Trustee communication with other staff members should be related to a specific task pre-approved as Board business.
    • Include (such as a CC on email) at least one staff Officer in all business communications with staff. The Board Officers should be aware of any conversations trustees are having with staff.
    • Be clear about any expected or requested outcomes from communications with staff, especially if there is no staff response needed.
    • Provide any critical feedback of staff performance to an appropriate Board officer, rather than to the staff member (or their manager) directly. The Board officer can work within appropriate channels to deliver the feedback. Trustees should never make statements critical of staff performance in an open or public forum.

    The Board of Trustees determines the overall strategy and priorities of the Foundation, but should not involve itself in the Foundation’s day-to-day operations. Staff provide regular updates on the Foundation’s progress related to its strategy and priorities during and in advance of the Board’s regular meetings. Trustees should ensure that the information they receive in these updates is sufficient for them to fulfill their oversight responsibilities. Trustees should avoid requesting detailed information or reports about the Foundation’s activities that go beyond what is needed for the Board’s strategic and directional decisions, particularly if fulfilling the request would require staff to prepare new materials. Repeatedly asking questions that involve more and more detail is a form of micromanagement.

    9. Board Interaction with Community Members and Media

    The Board recognizes that many stakeholders, including project contributors, Wikimedia movement affiliates, donors, partners, and the public at large have significant interests in the Foundation’s actions and governance. The Board therefore seeks to ensure appropriate communication, subject to concerns about confidentiality.

    Unless the Board authorizes by written decision one or more other individuals to speak for the Foundation, the CEO has sole authority to speak for the Foundation, consistent with applicable policy. At their discretion, the CEO may delegate their communications authority to appropriate staff.

    The Board Chair may speak for the Board only as provided in the Bylaws, the Board Handbook or by written decision of the Board for specific purposes. At its discretion, the board may authorize by written decision any individual to speak on its behalf.

    The Board operates and makes decisions as a body:

    • Not every decision by the Board will be unanimous, but even when there is disagreement every Board Member should accept and further the Board’s decisions in their public communications.
    • Board Members should not undermine a Board decision by stating their opposition to it, refusing to participate in any efforts or activities that follow from it, or attempting to relitigate it in a public forum.
    • Board members should avoid taking a public position on a matter that will (or is likely to) come before the Board.

    10. Enforcement

    Board Members will discuss with the Ombudsperson and Chair of the Governance Committee any questions or issues that may arise concerning compliance with this Code. Breaches of this Code, whether intentional or unintentional, shall be reviewed by the Ombudsperson (or Governance Committee or any sub-committee established by the Governance Committee (excluding any Board Members whose breaches are under review), which, if necessary, shall make recommendations to the full Board for corrective action. Serious breaches of this Code may be cause for dismissal of the Board Member committing the infraction in accordance with the Foundation’s Bylaws and applicable law.

    Summary

    This code of conduct conveys the principles to which all Wikimedia Foundation Trustees and Officers must adhere. However, it may not cover every issue that may arise. This code encourages trust and respect from Board Members and all other stakeholders involved in the Foundation’s activities. The Foundation has a formal process to address complaints.

    Additional Resources

    Complaints Resolution Procedure

    Introduction

    The Procedure for investigating allegations of a breach of the Board of Trustees Code of Conduct will normally commence with the Informal Procedure outlined under (1) below; however, if the complainant feels that the informal process is not workable in their situation the formal procedure may be used without first exhausting the informal procedure. This would normally be done upon the advice of the Chair / Ombudsperson of the Foundation in full consultation with the complainant.

    1. Informal Procedure

    1. A complainant who believes there has been a breach of one of the Foundation Codes of conduct should, if practicable, seek to resolve the matter personally with the person against whom the allegation is made.
      1. This approach may not be appropriate in some situations, such as if the complainant is a staff member or if the behavior in question involves harassment,  bullying, or other situations where personal safety is a concern.
    2. If a personal approach under 1(A) is unsuccessful or inappropriate, complainants should raise the matter with the Chair/Ombudsperson of the Foundation. The Chair/Ombudsperson should, within a reasonable time (and recognizing that the Chair/Ombudsperson is a non-compensated position with other obligations),
      1. Discuss with the complainant the complaint (this may be done by email or verbally, and a record should be kept);
      2. Contact the person against whom the complaint has been made, outline the nature of the complaint, and ascertain their response to the complaint;
      3. If appropriate, arrange a joint meeting with the parties to discuss the case;
      4. Make recommendations to the parties for resolving the matter (without necessarily attributing blame or responsibility) in a way that seeks to establish and promote a professional and respectful working relationship between the parties;
      5. Keep a brief written record on file in the Wikimedia Foundation Office.
    3. If the Foundation Chair is the person against whom the complaint is made, paragraph 1(B) shall be interpreted as referring to the Foundation Vice Chair or Ombudsperson. The same applies to the formal procedure under 2(B).

    2. Formal Procedure

    1. If the informal procedure fails to resolve the matter, or where because of the serious nature of the alleged behavior the informal procedure is deemed to be inappropriate, the complainant may bring a formal complaint under this Procedure.
    2. A formal complaint should be made in writing to the Chair/Ombudsperson of the Foundation who will immediately send a copy of the complaint to the person(s) against whom the allegation is made.
    3. A written complaint should include the following information:
      1. The name of the person(s) against whom the complaint is being made;
      2. The nature of the conduct about which a complaint is made, including dates and times if possible;
      3. The names of any people who may have witnessed the conduct complained of;
      4. Any action that may already have been taken (either under (1) above or otherwise) to resolve the matter.
    4. The Chair/Ombudsperson of the Foundation will initiate an investigation of the complaint.
      1. An investigation shall be undertaken by a committee appointed by the Chair/Ombudsperson of the Foundation in consultation with the Executive Committee of the Board.
      2. The investigating committee may require the parties and any witnesses (whether or not identified by either party) to present evidence within a reasonable time of the request being made. All evidence will be given in writing (including e-mail). Individuals may also be called to present an oral statement from their written statement. Those who provide evidence should be reminded at the outset that it will be used in order to resolve the matter.
    5. The investigating committee will prepare a report which will review the evidence and:
      1. recommend that on the basis of the evidence the complaint is dismissed;
      2. OR make recommendations for informally resolving the matter (without necessarily attributing blame or responsibility) in a way that seeks to establish and promote a professional and respectful working relationship between the parties using any mediation services that may be available;
      3. OR decide that there is a prima facie case to answer and recommend that the matter be dealt with by a formal resolution discussed at a Foundation Executive Committee of the Board meeting. Notice of 21 days will be given to the subject complained about so they can attend and make their case.
    6. The Executive Committee has the following disciplinary powers:
      1. to write a formal letter of censure;
      2. to exclude individuals either temporarily or permanently from specific Foundation organized or supported events or activities; and
      3. to recommend removal from the Board of Trustees (requiring a Board resolution).
    7. An appeal may be made against the outcome of the investigation, either by the complainant or by the person against whom a complaint has been made; any appeal should be made in writing to the Foundation Chair/Ombudsperson (or, if the complaint is against the Chair, the Foundation Vice Chair or Ombudsperson). An appeal can be made only on grounds of procedural irregularity or where the outcome of the investigation is seen to be manifestly unreasonable.

    3. General

    1. A party or witness acting under any stage of this Procedure who knowingly makes a statement that is untrue, malicious and frivolous or in bad faith may be subject to the disciplinary powers of the Executive detailed under 2(f). The investigating committee should investigate any such action and make recommendations as part of its report.
    2. At all stages of this Procedure the complainant, person against whom the complaint has been made or witness may be accompanied by a colleague who does not have to be a member of the Foundation.
    3. All information gathered under this Procedure will be kept confidential to the extent possible, consistent with conducting a complete and fair investigation and achieving an appropriate resolution. This may require sharing the information in the complaint (including the identity of the complainant) with other people, such as appropriate staff members, other witnesses, the Board of Trustees, Board committees, and the Foundation’s outside lawyers.

    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