Resolution:Approving the Endowment Advisory Board Operations
 | This proposal has been approved by the Wikimedia Foundation Board of Trustees. It may not be circumvented, eroded, or ignored by Wikimedia Foundation officers or staff nor local policies of any Wikimedia project. Please note that in the event of any differences in meaning or interpretation between the original English version of this content and a translation, the original English version takes precedence. |
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| This was approved at the June 29, 2016 meeting of the Board of Trustees. |
Whereas, the Board of Trustees of the Wikimedia Foundation ("WMF") has passed a resolution establishing the Wikimedia Endowment fund at the Tides Foundation ("Tides") on December 9, 2015; and
Whereas, the December 2015 resolution establishing the Wikimedia Endowment provided that the WMF Board of Trustees would approve material changes to the Wikimedia Endowment operating agreement and advisory board charter after January 5, 2016; and
Whereas, the purpose of the Wikimedia Endowment continues to be the purpose stated in the December 2015 resolution for establishing the Wikimedia Endowment; and
Whereas, upon due consideration and after examining materials prepared by WMF staff and the initial Advisory Board of the Wikimedia Endowment ("Advisory Board") regarding the Advisory Board structure, the Audit Committee has recommended that the Board of Directors approve a revised Wikimedia Endowment Operating Agreement ("Operating Agreement"), an Wikimedia Endowment Advisory Board Charter ("Charter"), and a Gift Agreement to provide funding to the Wikimedia Endowment from WMF; and
Whereas, the proposed Charter provides a selection plan where members of the Advisory Board serve renewable terms and self-select future members; and
Whereas, the proposed Charter outlines how the Advisory Board will provide recommendations to Tides for distributions from the Wikimedia Endowment, assist with fundraising for the Wikimedia Endowment, act as a liaison between WMF and Tides, and participate in short and long-term strategic and investment planning for the Wikimedia Endowment;
Now, therefore, it is:
Resolved, upon due consideration, the WMF Board of Trustees hereby approves the Operating Agreement and Charter of the Advisory Board for the Wikimedia Endowment; and
Further Resolved, upon due consideration, the WMF Board of Trustees hereby approves the Gift Agreement for the purpose of executing a transfer of US$5 million (US$5,000,000) from WMF to the Wikimedia Endowment pursuant to the 2015 resolution establishing the Wikimedia Endowment; and
Further resolved, the Advisory Board shall provide strategic advice and consultation to Tides; and
Further resolved, the Advisory Board will have the ability to recommend nominations to Tides, in consultation with WMF Board of Trustees, of individuals to serve as new advisors to the Advisory Board; and
Further resolved, the Advisory Board will have the ability to recommend removal to Tides, in consultation with the WMF Board of Trustees, of advisors from the Advisory Board; and
Further resolved, members of the Advisory Board may be appointed for a term of three years; and
Further resolved, the Advisory Board will have the ability, in consultation with the WMF Board of Trustees, to amend the Charter (subject to Tides final approval); and
Further resolved, the Advisory Board may not make any amendment to the Charter (1) that is inconsistent with any provision set forth in the Operating Agreement, including the Grantmaking Purpose as defined in the Operating Agreement, without prior written approval from the WMF Board of Trustees; (2) that removes any requirement in the Charter for the Advisory Board to consult with or obtain approval from the WMF or WMF Board of Trustees; and (3) that removes from the Charter any rights that the WMF or WMF Board of Trustees has in the Operating Agreement without prior written approval from the WMF Board of Trustees;
Further resolved, we believe the right long-term structure is a separate independent entity, and the Board asks staff to begin immediately investigating this structure to host the endowment within 18 months of this date; and
Further resolved, the WMF Board of Trustees authorizes and directs the Executive Director, Secretary, or Treasurer to finalize and execute: (1) the Operating Agreement, (2) the Charter, (3) Gift Agreement, and (4) any documents to take further actions as necessary or desirable to carry out the purpose of this resolution, including filing a copy of the resolution with the record of the WMF Board of Trustees.
References
- Establishment of the Endowment, (December 9, 2015)
- Appointment of Annette Campbell-White to Wikimedia Endowment Advisory Board, (April 22, 2016)
- Approve
- Christophe Henner (Chair), María Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Nataliia Tymkiv, and Alice Wiegand
- Not present
- Jimmy Wales