Conflict of Interest Policy

This page documents an official Wikimedia Canada policy adopted by a resolution of the board of directors.

Purpose and scope

The purpose of this policy is to define Wikimedia Canada (WMCA)’s policies with regards to conflicts of interest, in a manner consistent with encouraging highest ethical standards as a non-profit organization doing charitable work, consistent with the WMCA’s beliefs that directors and officers of nonprofits and charities should not receive personal benefits by virtue of their position and board service, and to merit and maintain the trust of WMCA’s partners, donors and members as well as the public. It is intended to permit all persons acting on behalf of WMCA to identify, evaluate and address any real, potential or apparent conflicts of interest that might, in fact or in appearance, call into question their duty of undivided loyalty to WMCA. The objective of this policy is to permit WMCA to manage conflict of interest situations successfully and resolve them fairly. The application of this policy relies heavily on the good judgment, common sense and good faith of those affected.

Since WMCA aims to be a charitable organisation and is largely funded by donations and grants from a charitable organization (the Wikimedia Foundation), its directors and officers have a duty to conduct the affairs of the organization in a manner consistent with its mission and not to advance their personal interests. The board members, officers and board committees members are chosen to serve the public purposes to which WMCA is dedicated.

It is the expectation of WMCA that board members and officers will not have significant conflicts of interest that could potentially put the organization in disrepute. However, it is understood that conflict of interest situations are a regular part of organizational and personal life and cannot simply be eliminated.

Covered Persons

This policy shall apply to all directors, officers and other persons who are acting on behalf of WMCA. Persons acting on behalf of WMCA include individuals who receive grants from WMCA, board committees’ members, representatives of a local group of WMCA, and other individuals whom the board delegates authorities and/or responsibilities to.

Definition of Conflict of Interest

A conflict of interest is a situation where a reasonable person would consider a covered person to have an interest that may conflict with the covered person’s ability to act in good faith and in the best interest of WMCA. Conflicts of interest arise whenever the financial or personal interests of a covered person are, or appear to be, inconsistent or at odds with the interests of WMCA. An appearance of a conflict of interest exists when it is reasonably likely that an observer may perceive a conflict of interest.

A conflict of interest exists when a covered person has an existing or potential interest in any entity, transaction or arrangement in which WMCA also has an existing or potential interest, or when a covered person will derive a financial or other benefit directly or indirectly from WMCA.

A conflict of interest arises when a covered person exercises an official power or performs an official duty or function in the execution of his or her office or committee and at the same time knows or ought to know that in the performance of the duty of function, or in the exercise of a power, there is an opportunity to receive a financial benefit for himself or herself, or to provide a financial benefit to a related person, or to otherwise create an advantage for him or her or a related person over and above any other member of the public. In addition, a conflict of interest arises when a covered person personal interests are prioritized or compete with his or her dedication to the best interests of WMCA, or a covered person has an interest in an enterprise, partnership, company, corporation or any other legal entity having or proposed to have a contract or dealing with WMCA.

Where a covered person is uncertain as to whether a conflict of interest may exist, the situation must be disclosed to the board of directors, and the board will decide whether a conflict of interest exists. If there is a disagreement, the person in question may not take part in the vote and shall leave the meeting for the vote to decide if there is a conflict of interest.

Being paid as a Wikipedian in residence by an organization that shares the goals of the Wikimedia movement such as Galleries, Libraries, Archives, Museums and Universities (GLAMUs) is however permissible if appropriately disclosed. Being connected with other entities of the Wikimedia movement is permissible.

Overall Responsibility

The directors and officers of WMCA are responsible to manage conflict of interest situations in order to ensure that behaviour and decision-making are not influenced by conflicting interests.

Where a conflict of interest situation cannot be prevented, it must be managed by first declaring it and then dealing with it by taking measures to mitigate or eliminate it. Such measures include, but are not limited to, restricting the involvement of the individual, recruiting a third party to assist, removing the individual from affected duties, relinquishing the private interest, and resigning from the official duties. In all cases, it is important to document what has been done in board minutes, correspondence to interested parties or other documentation.

Financial and Business Transactions

This policy applies to transactions between WMCA and a covered person, or between WMCA and another party with which the covered person has a significant relationship, or between another party and the covered person if the transaction could reasonably be expected to impact WMCA or adversely affect the performance of the covered person’s duties. This include transactions involving entities of which a covered person is a director, trustee, officer, committee member or key employee or has a substantial financial interest through ownership or control. This also include all manner of interests, direct or indirect, including but not limited to profit sharing, arrangements, rebates, commissions and compensation in any form.

A covered person is considered to have a significant relationship with another party if the other party is a family member, including spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in-law or domestic partner. A covered person is considered to have a significant relationship with an entity in which he or she has a financial interest, including entities in which the covered person and all individuals or entities having significant relationships with the covered person own, in the aggregate, more than ten percent (10%).

Outside Interests

A covered person shall avoid outside directorships, officerships, partnerships, trusteeships, employment and other business involvement and investments that may adversely affect the performance of their duties with WMCA.

Personal Interests

A covered person shall avoid promoting their personal interests by reason of their connection with WMCA.

Gifts

A covered person shall not, directly or indirectly, accept a fee, gift, favour or financial benefit over a value of two hundred and fifty dollars ($250) that is connected with the performance of his or her duties. However, a covered person shall not accept gift, favour or any personal benefits or rewards of any value from an individual or an organization that has a pending decision to be taken by the board or a committee, including but not limited to awarding a grant or a contract.

Requirement to Disclose

When somebody becomes a covered person, he or she must complete a disclosure of conflict of interest in a way indicated by the board of WMCA. This disclosure shall be updated on a yearly basis or as soon as the conflict of interest occurs, whichever is sooner.

The information contained in this disclosure shall be available for inspection by board members, but shall otherwise be held in confidence except when, after consultation and agreement with the concerned covered person, the board determines that the best interests of WMCA would be served by public disclosure or by sharing this information.

Compliance

If a board member has reasonable cause to believe that a covered person has failed to disclose an actual or possible conflict of interest, he or she shall inform the President or the Chair and such covered person of the basis for such belief. The board shall afford such covered person an opportunity to explain the alleged failure to disclose. If, after hearing the response and making such further investigation as may be warranted by the circumstances, the board determines that such covered person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate action which may include removal from an office, the board or a committee, as well as reconsideration of whether the transaction or arrangement was in the best interests of and fair and reasonable to WMCA at the time it was undertaken.

If it is determined that the transaction was not fair and reasonable to WMCA, the board of WMCA, in its discretion, may void the contract and/or require such covered person to restore WMCA to the financial position it would have been in if such covered person had been acting in compliance with this policy. Where the latter remedy is employed, such covered person shall be required to make payments of cash or property to WMCA in amounts equal to the value of the excess benefit he or she received. Any covered person who violates this policy also may be liable for any penalties or taxes imposed under federal, provincial or other regulations.

Administration of the Policy

The board of directors shall be responsible for the administration of the policy. It shall review disclosure reports, receive questions about the application of the policy from covered persons and provide guidance and instructions in those matters. It shall also receive reports of suspected violations and take appropriate action(s). The board shall have the ability to retain outside experts as appropriate to ensure that a proposed transaction where a conflict of interest exists does not constitute an act of self-dealing.

Application

In the event a conflict of interest or an appearance of a conflict of interest involving a covered person arises, then unless and until such covered person receives contrary instructions from the board of directors, the covered person shall not participate in any formal or informal discussion of, any decision or vote on, or attempt to exert influence over the contract, relationship, person or organization with respect to which the conflict or appearance of conflict may be related. Such covered person, if a director or a member of a committee, may be counted to establish quorum at meetings. Unless invited to answer questions or participate in discussions, the covered person shall temporarily recuse himself or herself from meetings in order to allow the remaining persons or members of the board or committee to engage in a full discussion regarding the contract, relationship, individual or organization in question. If the covered person is a director or a committee member and a vote is taken, then such director or member of a committee shall abstain from voting and the minutes of the board or committee meeting shall record this fact.

The board of WMCA is the final authority on resolving disputes, for example when an individual does not agree with the perception that he or she is facing a conflict of interest.

Documentation

The minutes of any meeting at which a transaction involving a conflict of interest or an appearance of a conflict of interest is considered shall reflect that the covered person made disclosure, withdrew from consideration of the transaction or recused himself or herself from the meeting and abstained from voting, or any other actions that are taken.

Examples of Conflicts of Interest

The following activities are examples of actual or potential conflicts of interest that should be avoided or disclosed, as applicable, in accordance with this policy. This list is not all inclusive and is only intended to provide guidance.

• Accepting money or other personal rewards for editing on Wikimedia projects.
• Running or being involved with paid editing firms even if such firms disclose their paid editing activities.
• Using a position or relationship within WMCA to promote personal interests, including using confidential or privileged information gained in the course of involvement with WMCA for personal benefit or gain.
• Soliciting personal benefits from outside organizations or individuals in exchange for using influence within WMCA to advance the interests of that organization or individual.
• Approving grants or contracts with organizations or individuals in which the person has a significant financial or other interest or relationship.
• Accepting a gift, a favour or any other personal benefits or rewards of any value from an organization or an individual that has a pending decision to be taken by the board or a committee, such as awarding a grant or contract.
• Accepting a gift, a favour or any other personal benefits or rewards of any value from an organization or an individual and then recommending the purchase of their products or services without comparing them to comparable products or services from other vendors.
• Recommending the purchase of a product or service from a business in which the person has financial interests or a related person has financial interests without comparing it to a comparable product or service from other vendors.
• Participating in the discussion or decision to award a contract to a company in which the person is an employee or has financial interest.
• Using information or property obtained through involvement with WMCA to which others have not access for some personal benefit.
• Being involved in activities outside WMCA that are in conflict with the interests of WMCA.