Roles and responsibilities of the directors of Wikimedia Canada

Roles and responsibilities of the directors of Wikimedia Canada Adopted by the Board of Directors of Wikimedia Canada on 16 December 2016.

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

  Application

This document provides a list of the roles and responsibilities that the Directors, or Board Members, of Wikimedia Canada (WMCA) shall adhere to. It does not replace or supersede the responsibilities mentioned in the General Bylaw. As per the General Bylaw, and subject to the Canada Not-For-Profit Corporations Act (SC 2009, c 23), the Board may from time to time add or limit the powers and duties of any officer or director. The Board may also create Board Committees with their own defined offices with their associated powers and responsibilities.

  Adherence and performance

The adherence to the roles and responsibilities listed below is mandatory for all Directors of WMCA. All directors are required to read and understand these roles and responsibilities. Non-compliance will be assessed and discussed by the Board and may result in a termination vote. Understanding that they are all volunteers, a relatively good level of performance is nonetheless expected from all Directors. It is expected that a Director that cannot complete their assigned duties informs the Board in a timely fashion.

  Delegation

Any of the responsibilities listed below can be delegated, at the discretion of each Director, but the Director shall remain responsible and liable for delegated responsibilities.

Roles and responsibilities of the directors

Common to all board members

General responsibilities Serve in good faith and in a manner that is in the best interests of WMCA and the public. Serve in an ethical and inclusive manner, as per but not limited to the Wikimedia Foundation's Friendly Space Policy. Ensure prudent and proper use of all WMCA’s assets, including but not limited to facility, finances, people and information, to the benefit of WMCA and the public. Understand the Wikimedia movement and WMCA’s missions and values. Keep up-to-date on WMCA’s mission, policies, programs and Strategic Plan. Stay informed about the Wikimedia movement in general. Adhere to and be familiar with WMCA Bylaw and policies. Responsibilities on the board Attend at least 75 percent of board meetings. Participate and take responsibility in the board’s decisions making process. Serve on committees and/or task forces to accomplish specific tasks or goals. Volunteer to take on specific assignments on behalf of the board. Support the officers in carrying out their responsibilities. Reviewing responsibilities Review the Annual Budget. Review the Strategic Plan. Fundraising responsibilities Participate actively in one or more fundraising activities per year. Make a personal contribution to WMCA at a level that is personally meaningful. This can be monetary or otherwise to show an example to members. Visibility responsibilities Have an account on Wikimedia projects. Have a user page in both official languages at least on Meta-Wiki and WMCA’s wiki with a basic self-presentation, including but not limited to a mention of your position on the Board of WMCA. Accept to have your real name publicly mentioned online to indicate your position as a Board Member. Other responsibilities Ensure that WMCA obeys all applicable laws, acts and regulations of Canada. Identify and publicly declare, at least on your user page on WMCA’s Wiki, all conflict-of-interest(s), either real or that could be perceived as one, and excuse yourself from participating in discussions and votes related to a conflict-of-interest. Follow policies and good practices in relation to privacy and confidentiality of sensitive information. Promote and adhere to policies on bilingualism within WMCA, especially but not limited to public communications. Be a member in good standing of WMCA.

Chair

Responsibilities for meetings Preside and oversee the board meetings and the meetings of the members including the annual general meeting. Review the agenda for the board meetings and the meetings of the members, including the annual general meeting. Call special meetings if necessary. Attend all board meetings, if possible.

Vice Chair

Responsibilities for meetings Act as the Chair in his or her absence. Understand the responsibilities of the Chair and be able to perform these duties. Attend all board meetings, if possible.

President

Responsibilities towards the public Act as a spokesperson for WMCA. Serve as a point of contact for WMCA with external organizations, the Wikimedia Foundation, government agencies and the public in general. Responsibilities towards the organization Serve as the Chief Executive Officer (CEO) of the corporation. Develop and implement WMCA’s Strategic Plan. Implement WMCA’s Policies. Have general supervision of the affairs of WMCA, subject to the authority of the Board. Responsibilities on the board Assist in preparing the agenda for board meetings. Review the minutes of the board meetings and meetings of the members, including the annual general meeting. Ensure board resolutions are carried out. Has an extra vote in case of a tie during board meetings and meetings of the members, including the annual general meeting. Responsibilities towards other board members Assess and consult other board members on their roles and responsibilities and help them by assessing their performance. Discuss and help resolve personal problems that board members may bring up to him or her.

Vice President

Responsibilities towards the public Act as an alternate spokesperson for WMCA. Responsibilities towards the President Act as the President in his or her absence. Understand the responsibilities of the President and be able to perform these duties. Assist and support the President in carrying out his or her duties and responsibilities.

Secretary

Responsibilities for the membership Maintain records of the membership of WMCA. Maintain forms online and offline for members to join WMCA in both official languages Produce monthly membership update for the board. Produce annual membership report. Responsibilities for communications Produce and distribute communications to the members on behalf of WMCA in both official languages. Provide and distribute notices in both official languages as required, including but not limited to notices for board meetings and meetings of the members, including the annual general meeting, when such notice is required by the Bylaws or asked for by the board and in the manner prescribed by the Bylaws. Responsibilities for the meetings Confirm quorum during meetings of the members, including the annual general meeting. Confirm voting rights of the members during meetings of the members, including the annual general meeting. Produce minutes of board meetings and meetings of the members, including the annual general meeting, including at least the attendance and the proceedings of such meetings. Attend all board meetings, if possible. Financial responsibilities Maintain donation forms online and offline in both official languages. Provide receipts for membership fees or donations as required. Responsibilities for records Be the custodian of all books, papers, documents and other instruments belonging to WMCA. Ensure the safety and accuracy of all board records. Responsibilities towards other board members Provide advice to other board members on administrative and records issues as required. Other responsibilities Keep up-to-date information of WMCA with Industry Canada.

Treasurer

Financial responsibilities Understand financial accounting for nonprofit organizations. Manage WMCA’s bank and PayPal accounts. Make approved payments to members or external organizations. Transfer funds to members for approved budgets for specific projects. Produce monthly budget update for the board. Produce quarterly and annual financial reports. Ensure proper fulfillment of WMCA’s financial obligations, including but not limited to tax reports. Prepare and present the annual budget for board approval. Produce and deliver financial reports to the board as required. Keep the board informed in a timely manner of all financial issues. Responsibilities for the meetings Attend all board meetings, if possible. Responsibilities towards other board members Provide advice to other board members on financial issues as required.

Notes

These roles and responsibilities do not include responsibilities inherent in having employees. Additional responsibilities will need to be added once (or if) WMCA get to that point.

Links

• Wikimedia Foundation's Friendly Space Policy
• WMCA Bylaw and policies