Code of Conduct of the Wikimedia Endowment Board of Directors

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The mission statement of the Wikimedia Endowment is to empower and engage people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally.

The Wikimedia Endowment endeavors to act as the permanent fund that can support in perpetuity the operations and activities of current and future Wikimedia projects. The Board of Directors is responsible for making decisions, providing oversight, and leading the Wikimedia Endowment in its mission. The executive staff manages the organization, subject to the Board's direction and control, with primary responsibility for implementing the Board's strategic plans and policies.

The goal of this policy is to set a Code of Conduct that reflects the regular fiduciary duties of nonprofit governance, including the duty of care, duty of loyalty, and duty of confidentiality, as well as Wikimedia principles like collaborating in good faith and governing transparently.

As a leader of the Wikimedia Endowment, you should act in the best interest of the Wikimedia Endowment and its mission. You should:

1. Work professionally. Treat all people respectfully with common courtesy. Act according to the highest ethical standards. Assume good faith. Build strong relationships with fellow members.
2. Commit to transparency. Communicate clearly and openly to ensure that relevant information is accessible in a timely manner. Make all Board records available publicly, unless they should be private.
3. Respect confidentiality. Protect the confidentiality of nonpublic communications and information, including nonpublic donor, user, and employee information. While striving for transparency, never disclose confidential information or legally-privileged communications without the agreement of the Board.
4. Act with care. Respect the property, resources, and goals of the Wikimedia Endowment. Act in the best interest of the Wikimedia Endowment. Use resources only for effective and legitimate purposes and never for personal benefit. Provide diligent oversight. Make informed decisions that are independent of personal interest.
5. Make an effort to understand, respect, and support all stakeholders in the Wikimedia projects, including contributors, donors, and readers alike. Set the highest standards for diversity and inclusion for the Wikimedia culture.
6. Participate actively. Participate in as many meetings and discussions as possible, and communicate with the chair when you are absent.
7. Work collectively. Engage in candid conversation, and then act collectively as a Board—not individually—with a common purpose supporting the Wikimedia mission. When you engage with staff in an official capacity, coordinate with the President or General Counsel. Clarify when you communicate outside of your official capacity. Do not communicate as an individual when it interferes with collective decisions.
8. Resolve conflicts. Seek to resolve differences swiftly and constructively. Give constructive feedback. Take feedback from others constructively. Avoid factionalism or other behavior that aggravates or prolongs conflict. Avoid overly reactive responses. Forgive and forget.
9. Take responsibility. Accept projects as assigned by the Chair (or their delegate). Define team member responsibilities clearly. Set deadlines and deliver projects on time.
10. Follow the law and policies. Follow the Wikimedia Endowment policies and governing documents, including the Conflict of Interest Policy and guidance in the Board Handbook. Never engage in unpermitted legislative or political advocacy.
11. Maintain accurate, honest and complete books and records. Maintain the Endowment's books, records, accounts and financial statements in appropriate detail, and conform both to applicable law and to the Endowment's internal systems of controls.

The Secretary of the Board of Directors is responsible for sharing this Code of Conduct on a yearly basis with members of the Board of Directors.