Wikimedia Endowment Finance Committee Charter
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Purpose
The purpose of the Finance Committee (the "Committee") is to assist the Board of Directors ("Board") of the Wikimedia Endowment ("Endowment") in its general oversight of the Endowment's financial investment portfolio, and budgetary planning.
Membership and Organization
Committee Members
The Board shall appoint at least three directors to serve as Committee members. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the appointed director is replaced as a Committee member or has their committee membership terminated by the Board. The Board shall appoint one director 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.
Each Committee member will be independent and free from any relationships or conflicts of interest with respect to the Endowment that may impair, or appear to impair, the Committee member's ability to make independent judgments regarding the Endowment's finances.
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 Endowment's Conflict of Interest Policy. No volunteer advisory members may be voting Committee members.
Endowment Staff
The Treasurer and the Senior Program Manager shall provide staff support to the Committee as needed to allow it to function effectively. The Committee Chair may invite Endowment staff to attend the meetings as necessary. No staff members may be voting Committee members.
Responsibilities
Overall, the Committee is responsible for setting the Endowment's investment policy. 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.
- Review, discuss, and approve the Endowment's Investment Policy and monitor the fund's performance;
- Review, discuss, and grant preliminary approval of the Endowment's annual plan and budget, before recommending the budget to the full Board for final approval; and
- Advises the Endowment on significant financial decisions.
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. 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.