The purpose of the Governance Committee (the “Committee”) is to ensure that the Board of Trustees (“Board”) of the Wikimedia Endowment (“Endowment”) fulfills its legal and fiduciary obligations, and to improve its governance, efficiency, and effectiveness over time.
Membership and Organization
The Board shall appoint at least three trustees to serve as Committee members. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the appointed trustee is replaced as a Committee member or has their committee membership terminated by the Board. The Board shall appoint one trustee to serve as Committee Chair for a term of two years of office. The term of the Committee Chair shall automatically renew and continue until replaced by the Board or resignation. Each Committee member will be independent and free from any relationships or conflicts of interest with respect to the Endowment or Endowment staff that may impair, or appear to impair, the Committee member’s ability to make independent judgments regarding Board governance.
The Secretary of the Wikimedia Endowment and the Sr. Program Manager shall provide staff support to the Committee as needed to allow it to function effectively. The Committee Chair may invite Endowment staff to attend the meetings as necessary. No staff members may be voting Committee members.
Overall, the Committee is responsible for the Board’s structures, policies and procedures necessary to ensure the Board’s compliance with its legal and fiduciary duties and to facilitate the improvement of Board governance, efficiency, and effectiveness. In addition to the specific responsibilities listed below, the Board may designate further responsibilities to the Committee that are needed to further the Committee’s purpose.
Policies and Procedures
● Coordinate and oversee regular evaluation of the Board as a whole with respect to its governance practices, compliance, and performance; ● Periodically and as needed review the Endowment’s bylaws and, in consultation with the President and the Secretary, recommend any changes to Bylaws to the full Board; ● Periodically and as needed review the Endowment’s Conflict of Interest Policy and recommend any changes to the full Board for consideration; and
● Create and maintain documentation of the skills and experience required on the Board; ● Recruit and recommend for full Board review and consideration candidates for Board-selected trustee seats
Board Education and Assessment
● Coordinate and oversee a regular trustee performance review process to provide periodic developmental feedback to each trustee, with the objective of improving that trustee’s individual performance and the Board’s constructive interaction as a working body; ● Develop and maintain a process for vetting the suitability of all prospective candidates for the Board, and manage the process for the Board to approve or reject trustee candidates. ● Develop and maintain orientation and training materials for new trustees to ensure smooth onboarding; and ● Facilitate Board education, including educational opportunities for all trustees regarding their fiduciary and legal responsibilities.
Procedures and Processes
Unless specified otherwise in this Charter, the Committee shall follow the same rules and practices as the full Board follows for its meetings, decision-making, and recordkeeping.
The Committee shall meet at least once per quarter, and otherwise as deemed necessary by the Committee Chair. The required attendees are the Committee members and the relevant staff members as determined by the meeting agenda. A quorum is a majority of the voting Committee members, and a majority of voting members present shall decide any question brought before the Committee. A meeting may be in person, by telephone, or videoconference so long as all participants are able to hear one another and participate in simultaneous deliberation.
At each regular Board meeting, the Committee Chair shall report to the full Board on the Committee’s activities since the last regular Board meeting. Each meeting will have an agenda and minutes, which will be available to the Board and relevant staff.
On an annual basis, the Committee will perform a self-assessment, and will review and reassess this charter. The result will be reported to the full Board and include any recommended changes to the Committee activities or its charter.
The Committee may engage outside consultants to facilitate its ability to fulfill its responsibilities. The Committee shall oversee the relationships with any outside consultants.
The Committee has the authority, at the expense of the Endowment, to retain independent accountants, lawyers, or other advisors as it deems appropriate to carry out its duties. All expenses and costs shall be reasonable and be subject to the review of the Finance Committee.