Resolution:Board Governance Committee Charter
 | 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 vote unanimously approved the charter for the Board Governance Committee, an internal Board of Trustees committee that was approved as a permanent committee in July 2010. It was passed on March 30, 2012. |
Resolved, that the Board of Trustees approves the Board Governance Committee Charter, laying out the scope and duties of the Board Governance Committee.
Board Governance Committee Charter
PURPOSE
The Board Governance Committee's ultimate purpose is to ensure the Board of Trustees fulfills its responsibilities. It works to enable the Board of Trustees to operate appropriately, effectively and efficiently in keeping with its legal and fiduciary obligations. It also works to enable the board to improve its effectiveness over time.
MEMBERSHIP
The committee shall be comprised of three trustees from the Wikimedia Foundation Board of Trustees. There shall be one chairperson of the committee who shall be appointed by the Chair of the Wikimedia Foundation's Board of Trustees. Typically, a discussion amongst the ten trustees about who should chair this committee will occur. There may even be a straw poll between different potential chair persons. However, the ultimate authority to appoint the committee chair person is the resides with the Board Chair. Once a chair is in place, the chair will appoint two other members to the committee from the other nine trustees of the Wikimedia Foundation Board.
RESPONSIBILITIES
Overall, the Board Governance Committee is responsible for recommending to the board policies and procedures necessary for effective and efficient governance of the Wikimedia Foundation. Specifically, these include:
- Evaluating of the board as a whole.
- Evaluating each individual trustee via a third party, annual process. Goal is to provide developmental feedback to each trustee to aid each trustee in improving her/his performance and to help the board interact constructively.
- Assessing the board's current composition and identifying missing qualities and characteristics (gap analysis).
- Creating and updating a description of the desired skills, experience and traits for Wikimedia Foundation Board members
- Recruiting new appointed board members when a vacancy exists or is anticipated.
- Liaising with the chapters and community for election and selection of community and chapter board members. Includes approving the process for these selections / elections include suffrage rights and timetables.
- Creating a process for vetting the fitness of prospective candidates and ultimately managing the approval or rejection of these candidates.
- Developing education materials for new board members and ensuring smooth onboarding.
- Continuing to educate all board members of their responsibilities.
- Running the annual officer election process for the Wikimedia Foundation's Board's four officer positions (Chair, Vice Chair, Treasurer, Secretary).
- Facilitating the annual committee appointment process for Board committees.
- Reviewing the foundation bylaws annually and recommending any needed changes to the full board.
- Recommending plans for board education and a potential annual board retreat.
MEETINGS AND PROCESS
The Board Governance Committee shall meet at such times and places as the Board Governance Committee shall determine. Generally, the Board Governance Committee will solicit input from the full Board on Governance priorities and agree to meet as a Committee to address agreed upon priorities. The Board Governance Committee shall engage an outside consultant to facilitate the annual Board of Trustee peer survey. This process shall occur in the summer of each year and be complete by September 1st to allow for time to seek new appointed trustees by the end of each calendar year. The Chair of the Board Governance Committee shall report on Board Governance Committee activities to the full Board. The Board Governance will engage in an annual self-assessment with the goal of continuing improvement, and will annually review and reassess the adequacy of its charter, and recommend any changes to the full Board. The Board Governance Committee shall have the authority to engage independent legal and consulting advisers, as it determines necessary to carry out its duties. The Board Governance Committee shall have sole authority to approve related fees and retention terms.
Votes
- Approve: Phoebe Ayers, Ting Chen, Bishakha Datta, Matt Halprin, Samuel Klein, Arne Klempert, Jan-Bart de Vreede, Jimmy Wales, Kat Walsh, Stu West