Grants:APG/Funds Dissemination Committee/Draft Charter of the Funds Dissemination Advisory Committee

Purpose of this document

This is the official charter of the Funds Dissemination Committee that will be recommended to the Board of Trustees for the establishment of the FDC as a recognized body. For legal reasons, the charter generally provides only broad outlines of the committee under construction.

Draft Charter of the Funds Dissemination Advisory Committee

Dated: June 19, 2012

The Funds Dissemination Committee ("Committee") is a special advisory committee of the Board of Trustees ("Board") of the Wikimedia Foundation ("Foundation") with the sole purpose of making recommendations to the Board related to the allocation of funds for activities and initiatives that support the mission goals of the Wikimedia movement.

The Committee is to be guided by the Board’s principles for funds distribution (as set out in the January 2012 resolution) to protect core operations, assess impact, promote transparency and stability, support decentralized programs, promote responsibility and accountability, and make decisions openly and collaboratively.

Responsibilities

The Committee’s responsibilities include the following:

The Committee shall review materials provided as part of its process, including requests from eligible fund-seeking entities, assessment materials prepared by Foundation staff, and input provided by community members and others.
The Committee, in conjunction with the Executive Director, shall present the Board with written recommendations regarding funds dissemination, based upon its review of the applications, submissions, deliberations, and discussions. The Committee’s actions shall be guided by the best interests of the Wikimedia mission and movement.
The Committee shall make such recommendations subject to the budget set forth by the Board. The recommendations shall be designed to best support and advance the mission goals of the Wikimedia movement.
The Committee shall evaluate funding outcomes and reports made to the Committee, to ensure that past recommendations to the Board had the intended results. The Committee shall take these results into consideration in future funds dissemination recommendations.

Membership and Organization

The initial membership of the Committee shall consist of seven voting members and two non-voting representatives from the Board. All members shall be appointed by the Board for either two-year or three-year terms. In the second year, the community will elect two additional Committee members, who will serve two-year terms.
Thereafter, membership will be as follows:
- The membership of the Committee shall be nine voting members and two non-voting representatives from the Board.
- Of the nine voting members, five shall be elected by the community (and then approved by the Board), and four shall be board-appointed.
- The Committee members shall serve for a term of two years, or until the appointment of their replacement, whichever is the later. To provide stability to the membership of the Committee, terms shall be rolling, with the five elected seats and four appointed seats being selected in alternating years.
- In the event of a temporary vacancy on the Committee for any reason, the Committee activities shall continue, and any votes or recommendations will require support by a majority of the Committee members currently on the Committee. In no event shall the Committee have fewer then 7 active members at any time.
- Committee members may be reappointed or re-elected to successive terms without limitation.
The Committee shall elect one member to serve as Chair. The Chair shall serve for a term of two years or until his/her term on the Committee ends, whichever is sooner.
Desirable qualifications for Committee members include understanding of the mission and Wikimedia movement; experience directing or evaluating programs; grant-making expertise (either as a grantee or grantor of funds); and exposure to, understanding of, and personal credibility in the Wikimedia movement. The Committee, as a whole, should reflect different aspects of the movement, including its geographic, linguistic, and cultural diversity.
The Committee shall provide to the Board regular reports, no fewer than two per year, of its recommendations and discussions to ensure the Board has the necessary information to make funding decisions.
The Board has the ability to remove and replace any member of the Committee with a majority vote. Any Committee member appointed to fill a vacancy will serve only the remainder of their predecessor’s term. At the conclusion of that term, they may be either reappointed by the Board or elected to serve another term, depending upon the type of Committee seat they occupy.

Meetings

The Committee shall meet at least two times per year.
The Chair of the Committee may call a special meeting of the Committee upon due notice of the date, time, and place of the special meeting to each member at least 5 business days prior to the meeting.
Meetings may be held in person, over the telephone, or via other electronic means such as IRC, provided all participants can communicate clearly and synchronously.
Five voting members shall constitute a quorum; a quorum is necessary to make a final decision on the recommendation to be transmitted to the Board.
A majority of the members present shall decide any request brought before the Committee.

Staff Secretariat

The Foundation Executive Director shall appoint Foundation staff members to provide assistance to the Committee. Such staff members shall attend all meetings of the Committee.

Performance Review

The Committee shall evaluate its performance annually and report its conclusions to the Board.