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.
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.
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.
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.
