The purpose of the Executive Committee (the “Committee”) is to provide coordination and oversight for the work of the Board of Trustees (“Board”) of the Wikimedia Foundation (“Foundation”).
Membership and Organization
The members of the Committee shall be the Chairs of all of the other Board committees, as well as the Board Chair and the Board Vice-Chairs. Trustees shall automatically become Committee members when their terms as Board Chair, Vice-Chair, or committee chair begin, and their Committee membership shall end when they no longer hold those positions. The Board Chair shall be Chair of the Executive Committee.
Volunteer Advisory Members
The Committee may appoint volunteer advisory members to participate in Committee meetings and deliberations. The volunteer advisory members shall be formally nominated by the Committee Chair based on their qualifications and expertise (as determined by the Committee Chair in their sole discretion) and approved by a majority of the Committee. Volunteer advisory members shall be appointed by the Committee for renewable one-year terms. All volunteer advisory members must comply with the same disclosure and certification requirements required by the Board under the Foundation’s Conflict of Interest Policy. No volunteer advisory members may be voting Committee members.
The Office of the Chief Executive Officer shall provide staff support to the Committee as needed to allow it to function effectively. The Committee Chair may invite Foundation staff to attend the meetings as necessary. No staff members may be voting Committee members.
The Committee is responsible for facilitating the smooth and efficient functioning of the Board, coordinating the work of the Board across its committees and with executive staff, and ensuring that the Board completes its necessary work while following appropriate protocols and procedures. The Committee shall keep track of the work of the other committees and identify areas where their work intersects and should be coordinated. The Committee will facilitate the Board committee appointment process and review the Board’s officer positions as needed. The Board may designate further responsibilities to the Committee that are needed to further the Committee’s purpose. In particular, the Committee will be available for the Board to delegate decision-making on matters between meetings that require Board review but that do not necessarily need full board approval. As with all other committees, the Executive Committee would only have authority to act on behalf of the Board when the Board explicitly delegates that authority.
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. If a Committee member is unavailable to attend a meeting, they may, with the approval of the Committee Chair, designate another trustee to attend the meeting in their place and stead. 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 Foundation, to retain independent accountants, lawyers, or other advisors as it deems appropriate to carry out its duties.