Policy:Wikimedia Foundation Delegation of Authority Policy

Purpose

This policy sets out the Wikimedia Foundation delegation process as well as specific delegations to Wikimedia Foundation Staff of the contractual authority granted to the Chief Executive Officer (“CEO”) by the Board of Trustees.

Overview

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

Scope

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

Spending authority and contract signing authority are different types of authority. Only Wikimedia Foundation Staff listed in the Schedule of Delegations of Authority, set out below, may sign contracts on behalf of the Wikimedia Foundation (within their set limits).

Policy

This Delegation of Authority Policy is contingent upon the continued validity of the Resolution of the Board of Trustees dated July 11, 2012, as amended on August 13, 2013 and May 8, 2015.
The contractual delegations of authority are determined based upon the staff member's position and may be revoked at any time by the CEO.
The Schedule of Delegations of Authority, set out below, represents the written delegation of authority by the CEO. This schedule will be reviewed annually by the CEO and filed with the Finance & Administration Department. The Schedule of Delegations of Authority may be amended at any time by the CEO.
The Finance & Administration Department will maintain an up-to-date Schedule of 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 the Wikimedia Foundation or incur liabilities for the Wikimedia Foundation. Any transaction that involves the Wikimedia Foundation trademarks or confidential staff or user information must be approved by Legal.
The CEO may allow Senior Staff to make special delegations for specific purposes to other Wikimedia Foundation Staff when necessary. Such special delegations must be recorded with the Finance & Administration Department according to the Schedule of Special Delegations Authority set out below.

AUTHORITY

Signing authority for contracts is reserved only for Senior Staff and other Staff identified in the Schedule of Delegations of Authority set out below.
A delegation of authority may not be made unless it is detailed in the Schedule of 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 CEO or the Chief Financial Officer.
No delegations may be made to non-staff members, such as trustees and contractors.
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.

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. For multi-year commitments, the total transaction value includes the aggregate financial commitment over the committed term.
If an amendment, extension, or other change increases the cost of a transaction, then:

the delegate who approved the original transaction may approve the change if the revised total transaction value remains within their authority
if the revised total transaction cost exceeds 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.

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 Chief Financial Officer (with a written delegation from the CEO, which remains in effect until otherwise revoked).

COMPLIANCE AND BREACHES

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

Schedule of Delegations Authority

DATED AND EFFECTIVE AS OF September 10, 2026

Senior Staff Position	Delegation Level (Per Transaction)
Chief Financial Officer, General Counsel, or other delegate named by the CEO	In the event of a documented absence of the CEO and notice via email of express delegation, all authority of the CEO.
Chief Financial Officer	All authority granted by the Board of Trustees as Chief Financial Officer. Authority to transfer funds and manage the accounts for payroll and accounts payable up to US$1,000,000. 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	Contractual Authority up to US$50,000. Authorization to settle lawsuits up to US$100,000.
All other Chief-level positions	Contractual Authority up to US$50,000.

Schedule of Special Delegations Authority

DATED AND EFFECTIVE AS OF September 10, 2026

Position	Delegation Level (Per Transaction)
Legal Counsel, as expressly delegated in writing by the General Counsel	General contractual authority for non-monetary contracts.
Senior Staff, as expressly delegated in writing by the Chief Financial Officer	Authority to transfer funds and manage the accounts for payroll and accounts payable up to US$1,000,000.
Controller, as expressly delegated in writing by the Chief Financial Officer	Any authority provided to the Chief Financial Officer under this policy.
Deputy General Counsel, or in the DGC's absence, the Legal Director, as expressly delegated in writing by the General Counsel	Any authority provided to the General Counsel under this policy.

References

Resolution: Delegations of Financial and Spending Authority (July 2012)
Resolution: Amendment to the Delegations of Financial and Spending Authority (August 2013)
Resolution: Second amendment to the Delegations of Financial and Spending Authority (May 2015)
Resolution: Brokerage Account Authorizations (November 2008)