Product & Technology Committee Charter

    From the Wikimedia Foundation Governance Wiki

    Purpose

    The purpose of the Product & Technology Committee is to assess and explore current and future product development efforts to continuously improve the value that Wikipedia as a platform, as well as the other Wikimedia projects, delivers to its communities and users around the world.

    Membership and Organization

    Committee Members

    The Board shall appoint at least three trustees to serve as Committee members. The Board may also appoint one or more additional trustees to serve as alternate Committee members, to act in the place and stead of any absent 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.

    The Board shall seek to appoint as a voting Committee member at least one trustee who has experience with large-scale product development or technology platform management.

    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.

    Foundation Staff

    The Chief Product Officer, the Chief Technology Officer, and 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.

    Responsibilities

    Overall, the Committee is responsible for advising the Product and Technology departments on high-level strategy to ensure the Foundation has the infrastructure and interfaces needed to enable its mission. 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.

    • Consult with product developers and designers on their plans for product and platform feature innovation;
    • Consult with engineers and architects on their roadmap for Wikimedia’s platform architecture;
    • Collaborate with staff to explore efficient ways to address community growth, diversity, and sustainability through creative ideas and mechanisms; and
    • Provide Board input and oversight for the Foundation’s enterprise services.

    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.

    Meetings

    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. Trustees serving as alternate Committee members (if any) are not required attendees; they may not vote unless appointed by the Committee Chair to act in the place and stead of an absent regular Committee member. 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.

    Reporting

    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.

    Self-Evaluation

    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.

    External Advisors

    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. All expenses and costs shall be reasonable and be subject to the review of the Audit Committee.