Resolution: CEO

From Wikimedia Foundation Governance Wiki
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This resolution authorizing the hiring of a CEO/in-house legal counsel was approved by vote (4 supports, 1 oppose) on 2 June 2006.

Whereas the Foundation needs a CEO as well as a in-house legal counsel and has identified an ideal candidate for this position,

Resolved that:

  • The Chair is authorized to hire a CEO, who will also hold the role of an in-house legal counsel
  • The Chair shall decide the salary for this position, which should be consistent with the proposal made by the ideal candidate
  • The title of the position shall be "Interim Executive Director"
  • The CEO will also assume a role of in-house legal counsel

Position summary of CEO

The chief executive is responsible for the overall administration and management of the Wikimedia Foundation, including service programs, fundraising, and business operations. Areas of responsibility include assisting and working closely with the board on planning and evaluation, operational policy development and administration, personnel and fiscal management, and public relations. This is a full-time position, hired by and directly accountable to the board of directors through its elected board chair.


  1. Management and administration
    1. Develop and facilitate an active planning process.
    2. Develop organizational goals and objectives consistent with the mission and vision of the Wikimedia Foundation, as defined by the board of directors## Develop and administer operational policies.
    3. Oversee Wikimedia Foundation infrastructure services and public relations activities, to ensure Wikimedia Foundation objectives are met.
    4. Oversee business development.
    5. Ensure compliance with funding sources and regulatory requirements.
    6. Provide information for evaluation of the organization's activities.# Fiscal ## Develop, recommend, and monitor annual and other budgets, in consultation with the appropriately constituted budget committees, CFO, Treasurer.
    7. Ensure effective audit trails with the constituted audit committee
    8. Approve expenditures consistent with board-approved policies
    9. Provide for proper fiscal record-keeping and reporting.
    10. Submit monthly financial statements to the board of directors.
    11. Prepare and submit grant applications and funding proposals as appropriate, in consultation with the Grants Officer and special project committee# Personnel ## Administer board-approved personnel policies.
    12. Ensure proper (legal) hiring and termination procedures.
    13. Oversee all personal disciplinary actions.
    14. Provide for adequate supervision and evaluation of Wikimedia Foundation staff and Wikimedia Foundation volunteers# Board relations ## Assist the board chair in planning the agenda and materials for board meetings.
    15. Initiate and assist in developing policy recommendations and in setting priorities.
    16. Facilitate the orientation of new board members.
    17. Work with the board to raise funds
    18. Staff board committees as appropriate.# Public relations ## Assist the communication committee in public relations activities, to ensure Wikimedia Foundation objectives are met.
    19. Ensure appropriate representation of the Wikimedia Foundation by all employees.
    20. Coordinate representation of the Wikimedia Foundation to legislative bodies and other groups.

Position summary of in-house legal counsel

The In-House Counsel will be responsible for coordinating and assisting in the management of the Foundation's legal affairs including various contracts, intellectual property issues, non-profit registration requirements, conducting research, drafting legal documents and assisting in negotiations as directed. Serves as liaison with the Foundation's outside legal counsel.


  1. Monitors and assists in the management of Foundation legal affairs with assistance from Outside Counsel as needed.
    1. Serves as "clearing house" for Foundation legal issues assisting in the determination of which matters are to be handled internally and those which need to be turned over to outside counsel.
    2. Monitors progress of work being done by outside counsel including review of bills.
    3. Communicates legal issues with internal staff and outside counsel.
    4. Manages registration and licensing required by various states for the purposes of soliciting charitable donations## Conducts legal research as needed and provides written analysis of results.
  2. Handles legal matters for Foundation officers and employees.
    1. Anticipate and be proactive regarding legal issues in the Foundation operations.
    2. Personally handles general legal issues and contracts.
    3. Addresses issues within attorney's experience and expertise, e.g. intellectual property protection and exploitation.## Coordinates and supervises services of outside counsel for all litigation as well as matters requiring expertise, e.g. tax, corporate, state registrations and other issues.
  3. Protects Foundation's intellectual property interests, particularly Foundation trademark and copyright portfolio.
    1. Oversees management of IP portfolio.
    2. Coordinates IP registrations with outside legal counsel.
    3. Protects Foundation IP by monitoring use, drafting Cease and Desist letters and monitoring response.
    4. Drafts IP license agreements, including use on merchandise.
    5. Coordinates response to infringement claims made against Foundation (trademark and copyright).
    6. Researches IP issues, including Foundation and third party use.
    7. Reviews International Trademark Search Reports.## Works with community staff on various IP issues.
  4. Manages the Foundation's various licensing and domain issues.
    1. Assists in negotiation of agreements between Foundation and licensees and developers.

Duties include but may not be limited to the above.


  • Approve: 4
  • Opposed: 1
  • Angela - Reject --Angela 02:17, 2 June 2006 (UTC)
  • Anthere - For --Anthere 12:08, 2 June 2006 (UTC)
  • Jimmy - For --Jimbo Wales 17:02, 2 June 2006 (UTC)
  • Tim - For --Tim Shell 17:59, 2 June 2006 (UTC)
  • Michael - For --MDavis 15:02, 1 June 2006 (UTC)