Wikimedia Endowment Delegation of Authority Policy

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I. Purpose

This policy sets out the Endowment delegation process as well as specific delegations to Endowment Staff of the finance and spending authority granted to the President by the Board of Directors.

II. Overview

Financial delegations of authority are the mechanisms by which the Endowment enables its Staff to commit funds on behalf of Endowment. Delegations provide formal authority to Endowment Staff to financially and legally commit Endowment and to incur liabilities on behalf of Endowment.

III. Scope

This policy covers all Endowment Staff. The specific levels of authority for Senior Staff are identified in the Schedule of Financial Delegations Authority set out below. That schedule lists the position of the Senior Staff and the applicable financial and spending authority applicable to each position.

With respect to the initiation of the contracts approval process, Senior Staff may delegate their budget authority under the contracts approval process to their direct reports, subject to the limits of this policy. Budget authority and contract signing authority are however different types of authority. Only Endowment Staff listed in the Schedule of Financial Delegations of Authority, set out below, may sign contracts on behalf of Endowment (within their set limits).

IV. Policy

This Delegation of Authority Policy is contingent upon the continued validity of the Resolution of the Board of Directors 27 January 2022.
The financial delegations of authority are determined based upon the staff member's position and may be revoked at any time by the President.
The Schedule of Financial Delegations of Authority, set out below, represents the written delegation of authority by the President. This schedule will be confirmed annually by the President and filed in the Endowment's corporate records. The Schedule of Financial Delegations of Authority may be amended at any time by the President.
The Secretary will maintain an up-to-date Schedule of Financial Delegations Authority, with a list of the approved delegates, for the purpose of verification of expenditure authority.
This Delegation of Authority Policy also applies to transactions that do not involve a monetary amount, but nonetheless legally commit Endowment or incur liabilities for Endowment. Any transaction that involves Endowment trademarks or confidential staff or user information should be approved by Legal.
The President may allow Senior Staff to make special delegations to other Endowment Staff when necessary. Such special delegations must be recorded with Finance according to the Schedule of Special Financial Delegations Authority set out below.

A. Authority

Contract budget authority, which allows Endowment Staff to initiate the contract approval process, may be delegated to other Staff members and recorded in the Budget Owner Delegation and Sub-Delegation staff assignments page. However, signing authority for contracts is reserved only for Senior Staff and other Staff identified in the Schedule of Financial Delegations of Authority set out below.
A delegation of authority - whether it is contract signing authority or other financial or spending authority - may not be made unless it is detailed in the Schedule of Financial Delegations Authority set out below.
All delegations relate to the delegate's position, not to the individual in that position.
A delegation of authority under this policy may be wholly or partially withdrawn or restricted (either permanently or temporarily) at any time by the President, the Chief Operating Officer, or the Chief of Finance and Administration.
No delegations may be made to non-staff members.
A delegate's manager may exercise the same level of authority as the delegate (that is to say, levels of authority are hierarchical through relevant lines of responsibility).
Notwithstanding these delegations, delegates should keep their managers informed of significant initiatives and projects, even if the cost of those initiatives and projects are below the delegated amount.

B. Transactions

A delegate identified under this policy has the designated authority to take an action or sign a document necessary to give effect to the transaction. Any such action or signature must comply with necessary legal and financial approvals related to the specific transaction, such as the contract approval process for contracts.
Any delegation to incur expenditure must be exercised within the limits of the relevant approved budget.
A delegate can only exercise authority with respect to the total transaction value, which includes related and integrated transactions.
If there is any increase in the cost of a transaction, then:
- the delegate who approved the original transaction must approve that variation; or
- if the sum of the variation and the original cost of the transaction exceed the delegate's limit of authority for that type of transaction, a delegate with the appropriate level of authority must approve that variation.
All contracts must be processed in accordance with the contract approval process.

C. Own Expenditures

Delegates must not approve the incurring of, or the reimbursement of, their own expenditures or advances even if it falls within their delegation limit. Such expenditure must be approved by that person's immediate manager, or by the President.

D. Compliance and Breaches

Endowment may commence applicable disciplinary procedures if a person to whom this policy applies breaches this policy.

Schedules of Financial Delegations Authority

DATED AND EFFECTIVE AS OF JANUARY 27, 2022

Schedule of Financial Delegations Authority
Senior Staff Position	Delegation Level (Per Transaction)
Chief Finance Officer, Endowment; General Counsel, Endowment; Chief Fundraising Officer, Endowment; or other delegate named by the President	In the event of a documented absence of the President and notice via email of express delegation, all authority of the President.
Chief Finance Officer, Endowment	All authority granted by the Board of Directors as Chief of Finance & Administration. Authority to transfer funds and manage the accounts for payroll and accounts payable up to US$1,000,000. General Spending & Contractual Authority up to US$50,000. Authority to sign legally binding contractual arrangements up to US$1,000,000. Authority to sign Grant Agreements up to US$2,000,000.
General Counsel, Endowment	General Spending & Contractual Authority up to US$50,000. Authorization to settle lawsuits up to US$100,000.
Grants Program Officer, Endowment	General Spending & Contractual Authority up to US$50,000. Grant making authority up to US$50,000.
Chief Fundraising Officer, Endowment	General Spending & Contractual Authority up to US$50,000.
Endowment Fundraising Director	General Spending & Contractual Authority up to US$10,000.

Schedule of Special Financial Delegations Authority
Position	Delegation Level (Per Transaction)
Legal Counsel, as expressly delegated in writing by the General Counsel, Endowment	General Contractual Authority for non-monetary contracts.
Senior Staff, as expressly delegated in writing by the Chief Finance Officer, Endowment	Authority to transfer funds and manage the accounts for payroll and accounts payable up to US$1,000,000.