Special Projects Committee Charter

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Purpose of the Special Projects Committee

The Special Projects Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of the WMF ("Foundation"), established to assist the Board in fulfilling its oversight responsibilities through helping on special, one-off projects that temporarily require some Board member involvement and input for periods of time.

Membership and Organization

Committee Members

  • The Board shall appoint at least three trustees to serve as standing committee members (the “regular Committee members”). The Committee may, at its discretion, invite other Board members to participate in specific projects. The Board shall appoint one trustee to serve as Committee Chair.
  • The Board shall appoint as a regular Committee Member at least two trustees who have relevant experience with product, digital organizations, technology and project management and oversight.
  • Desirable qualifications for other Committee members include experience business or non-profit management, project management, product roadmaps, digital platforms and technology and large-scale, time-bound projects.
  • Committee appointments are for a term of one year, however they shall automatically renew for additional one year terms unless replaced or terminated by majority of the Board.

Volunteer Advisory Members

  • The Committee Chair may select volunteer advisory members to participate in the Committee on an annual basis based upon their qualifications and expertise, as determined by the Committee Chair in their sole discretion.
  • 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 or advisory members may be voting Committee members.

Responsibilities

The Committee’s responsibilities include:

  • Assisting Wikimedia CEO and relevant senior staff on one-off projects that require input and perspective keeping in mind organizational objectives on an as-needed basis; and after considering comparative data and other relevant information, making appropriate suggestions;
  • Performing any additional duties or delegations from the Board to the Committee, from time to time.

Procedures and processes

Meetings

  • The Committee shall meet as deemed necessary by the Committee Chair.
  • The Chair of the Committee may call a meeting with two-day's email notice to the other required attendees.
  • A meeting may be in person or by telephone or video conference so long as all participants are able to simultaneously hear one another.

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, if any.

Evaluation

  • On an annual basis, the Committee will perform a self-assessment. The results will be reported to the full Board and include any recommended changes to the Committee activities or its charter.