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Approving the revised Board Governance Committee Charter

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This resolution was passed April 19, 2013 at an in person meeting. These revisions were made to remove certain ambiguities in the previous charter, while mirroring the structure and style of the Human Resources Committee and Audit Committee charters. In these revisions, we sought to preserve original language when possible as opposed to undertaking a substantive rewrite.

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RESOLVED, that the Board of Trustees of the Wikimedia Foundation hereby resolves to adopt the revised and amended Board Governance Committee Charter, as set forth here.

This written Resolution will be effective as of 18 April 2013.

Board Governance Committee Charter

Purpose of the Board Governance Committee

The purpose of the Board Governance Committee (the "Committee") is to ensure that the Board of Trustees ("Board") of the Wikimedia Foundation ("Foundation") fulfills its legal and fiduciary obligations, and to improve its governance, efficiency and effectiveness over time.

Membership and Organization

Committee Members

The Board shall appoint at least two trustees to serve as Committee members. The Board may also appoint one or more additional trustees to serve as alternate Committee members to act in the place and stead of any absent Committee members. The Board shall appoint one trustee to serve as Committee Chair. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the Committee member is replaced or terminated by a majority of the Board.

Each Committee member will be independent and free from any relationships or conflicts of interest with respect to the Foundation or Foundation staff that may impair, or appear to impair, the Committee member's ability to make independent judgments regarding Board governance. The Board shall seek to appoint as a voting Committee Member at least one trustee who has experience on the board of another non-profit or for-profit corporation, with recruitment for board or executive positions, or overseeing or performing financial or governance audits of an organization.

Volunteer and Advisory Members

The Committee Chair may select volunteer advisory members to participate in the Committee on an annual basis based upon their qualifications and expertise, as determined by the Committee Chair in their sole discretion. All volunteer advisory members must comply with the same disclosure and certification requirements required by the Board under the Foundation's Conflict of Interest Policy. No volunteer or advisory members may be voting Committee members.

Foundation Staff

The Committee Chair may invite Foundation staff to attend the meetings as necessary. No staff attendees may be voting Committee members.

Responsibilities

Overall, the Board Governance Committee is responsible for the Board's structures, policies and procedures necessary to ensure the Board's compliance with its legal and fiduciary duties and to facilitate the improvement of Board governance, efficiency, and effectiveness. Specifically, these responsibilities include:

Policies and Procedures

1. Coordinate and oversee an evaluation of the Board as a whole with respect to its governance practices, compliance, and performance.
2. Anticipate and manage the officer election process for the Board's officer positions, including Chair, Vice Chair, Treasurer, and Secretary.
3. Review the Staff officer positions of Treasurer and Secretary on a periodic basis.
4. Facilitate the committee appointment process for Board committees.
5. Review the Foundation's bylaws periodically and recommend any needed changes to the full Board in consultation with the Executive Director and General Counsel.
6. Review the Foundation's Conflict of Interest Policy periodically and recommend any needed changes to the full Board for consideration, in consultation with the Executive Director and General Counsel.

Board Composition

1. Establish and maintain a grid of the skills and experience required on the Board and identify those that are currently met and unmet.
2. Inform community members of the skills and experience that the Board requires, and, when appropriate, actively encourage people with those skills to stand for election.
3. Recruit, for Board review and consideration, new appointed trustees when a vacancy exists or is anticipated.
4. Facilitate the process of electing trustees, including checking that potential conflicts of interests are declared in advance and are permissible and manageable, and proposing any policies to inform candidature.
5. Act as a liaison with chapters and the community with respect to the selection and election of community and chapter members to the Board, including approving the selection and election processes, such as voting rights and timetables.

Board Education and Assessment

1. Coordinate and oversee, in consultation with the Human Resources Committee, methods to provide periodic developmental feedback to each trustee, with the objective of improving that trustee's individual performance and the Board's constructive interaction as a working body.
2. Create a process for vetting the suitability of prospective candidates for the Board and ultimately manage the approval or rejection of these candidates.
3. Develop and maintain orientation and training materials for new trustees to ensure smooth onboarding.
4. Facilitate Board education, including educational opportunities for all trustees regarding their fiduciary and legal responsibilities and periodic Board retreats.

Procedures and Processes

Meetings

The Committee shall meet at least two times per year, and otherwise as deemed necessary by the Committee Chair. The Committee Chair may call a meeting with two days' email notice to the other required attendees. The required attendees are the Committee members. Trustees serving as alternate Committee members (if any) are not required attendees; they may not vote unless appointed to act in the place and stead of an absent regular Committee member. A quorum is one-third 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.

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, if any.

Self-Evaluation

On a periodic 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.

External Advisors

The Committee may engage an outside consultant to facilitate the periodic Board peer survey. The Committee shall oversee the relationship with the outside consultant.

The Committee shall have the authority, at the expense of the Foundation, to retain independent accountants, lawyers, or other advisors as it deems appropriate to carry out its duties. All expenses and costs shall be reasonable and be subject to the review of the Audit Committee.

Approve

Kat Walsh, Jan-Bart de Vreede, Bishakha Datta, Sam Klein, Patricio Lorente, Jimmy Wales, Stu West, and Alice Wiegand

Not present

Ting Chen