Wikimedia Europe/Rules of procedure

Resolution of the Board of Wikimedia Europe

no 3/2022

on adopting Rules of Procedure

1. According to Article 13(1)(e) of the statutes of Wikimedia Europe, the Board adopts its Rules of Procedure.
2. The motion was carried at the in-person meeting, with some participants attending by the electronic decision procedure, according to Article 14(4) of the Statutes.

Date: 4 December 2022

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Duties of the Board

• Acceptance of new Members of the Wikimedia Europe AISBL.
• Suspending Member's voting rights.
• Accepting resignations from Members.
• Convening of the General Assembly and deciding on its place. Designating the Chair of the General Assembly.
• Creating permanent electronic record according to the procès-verbaux (PV).
• Forming working groups and advisory committees on advice and suggestions made by relevant stakeholders.
• Presenting the annual statement of accounts for approval to the General Assembly.
• Drafting a planned budget for the following year before September.
• In order to ensure a wide range of perspectives (age, gender, origin, etc.), the composition of the Board should be informed by the principles of diversity and inclusion.

Authority of the Board (per article 13.1)

• Representation of the Organisation vis-a-vis authorities and other entities.
• Undertaking legal and contractual obligations on behalf of the Organisation.
• Forming an office of the Organisation, contracting its staff, delegating managing powers and daily management to staff and executing oversight.
• Undertaking financial obligations.
• Approval of transactions exceeding the amount determined in the Board’s internal rules of procedure upon recommendation of the Office.
• Election of one of its members.
• Dismissal of individual Board members following Article 12.
• Drafting of an overall strategy for approval by the General Assembly, and initiation of changes to it.
• Preparation of the annual budget for approval by the General Assembly.
• Drafting and execution of an annual working plan to implement the overall strategy, based also upon recommendations by staff and feedback by the General Assembly.
• Formation and cancellation of working groups and advisory committees.
• The Board delegates at least the following of its authorities to executive staff:
  • Representation of the Organisation vis-a-vis authorities and other entities,
  • Undertaking legal and contractual obligations on behalf of the Organisation,
  • Undertaking financial obligations and approval of transactions below the amount determined in the Board’s internal rules of procedure,
  • Realisation of the planned annual budget,
  • Execution of an annual working plan.
• The Board is jointly represented by the President and a second Board member it so designates.

Meetings of the Board

• Meetings of the Board are convened by the President. In case of personal incapability, any Board member can convene the meeting.
• Meetings of the Board must allow for remote participation.
• Meetings of the Board are run according to the “Art. 14 – Meetings and decisions of the Board” of the Wikimedia Europe Statues.
• Meetings of the Board are attended by the invited members of the staff and additional stakeholders. The Board reserves the right to have meetings or part of meetings for Board members only.
• The Board is expected to meet in person with staff members once per year, depending on the current situation and financial possibilities. In addition to that, the Board is expected to meet at least once a quarter using electronic means of communication. The Board may decide not to meet if there are no adequate points on the Agenda or to call for additional meetings when the need arises.
• The Board takes its decisions by a simple majority vote. At the request of any Member of the Board, the Board can decide on a secret ballot vote.

Positions on the Board

• President:
  • Convenes and chairs Board meetings. May choose to delegate this to another Board member.
  • Takes the lead in ensuring that the compliance responsibilities of the organisation and of the Board are fulfilled.
• Secretary:
  • Is responsible for the organization of the documentation regarding, among others, but not limited to:
    • governance,
    • record-keeping,
    • records of made decisions.
  • Maintains permanent electronic record according to the procès-verbaux (PV).
  • Informs and advises the Board on governance issues.
  • Takes care of agenda and topics for discussions for the Board meetings.
• Treasurer:
  • Is responsible for overseeing the organisation’s accounts.
  • Reviews organisation’s financial performance.
  • Informs and advises the Board on financial information.
  • Ensures that the financial compliance responsibilities of the organisation and of the Board are fulfilled.
  • Liaises between the Board, staff and independent auditors regarding financial matters.
  • Approves unscheduled spending above 5000 EUR but below 10 000 EUR.
• All Board members:
  • Provide enough time for the efficient and effective performance of duties.
  • From time to time, represent the organisation on occasions as requested by the Board with the advice of the senior staff.
  • Report to the members on matters as designated by the Board.

Miscellaneous

• Board members have the necessary insight into accounts, transactions, documents and contracts of the Organisation.
• The Board, with input from the staff members, establishes Human Resources Policy according to which hiring decisions are made by designated persons. Human Resources Policy is an addendum to the Wikimedia Europe Board Rules of Procedure.
• The Board, with input from the staff members, establishes a Conflict of Interest Policy. Conflict of Interest Policy is an addendum to the Wikimedia Europe Board Rules of Procedure.
• The Board represents the Organisation in external matters and governs external and internal communication on association matters in cooperation with the staff:
  • Individual Members of the Board who assume representative functions coordinate with internal reference groups (full Board, expert groups, staff members, etc.),
  • The interests of the Organisation (instead of individual interests) must be prioritised on all external occasions,
  • All Members of the Board shall ensure that the full Board is appropriately informed of their activities.

Addenda

• Wikimedia Europe Conflict of Interest Policy
• Wikimedia Europe Human Resources Policy