Resolution:Appointing and authorizing a transition committee in the search of a new Executive Director

Whereas, the Executive Director of the Wikimedia Foundation, Sue Gardner, has informed the Wikimedia Foundation Board of Trustees (the “Board”) of her intent to transition from the Wikimedia Foundation upon the recruitment and onboarding of a qualified successor; and

Whereas, the Board seeks to establish an advisory committee for the search, selection, hiring, and transition of a new Executive Director;

Now, therefore, be it:

Resolved, the Board hereby creates an advisory committee for the purpose of searching for, selecting, and recommending candidates for the position of Executive Director of the Wikimedia Foundation and overseeing the transition process (the “Transition Committee”).

The Transition Committee will consist of Kat Walsh, Jan-Bart de Vreede, Alice Wiegand, Sue Gardner, Erik Moeller, Geoffrey Brigham, and Gayle Karen Young. The chair of the Transition Committee will be Jan-Bart de Vreede, and Sue Gardner will facilitate the process at his direction.

The Board hereby authorizes and directs the Transition Committee to take such further action as may be necessary or advisable to carry out its purpose. In addition to the foregoing, the Transition Committee is specifically authorized and directed to:


 * (1) engage professional consultants or search firms and consult the community as necessary to assist with identifying, evaluating, and selecting candidates and, upon approval of the Board, the hiring of the new Executive Director;


 * (2) advise the Board on any revisions to the job description for the new Executive Director position;


 * (3) base recruitment on the compensation package recommended by the Human Resources Committee, in consultation with the Chief Culture and Talent Officer;


 * (4) create, propose, and support a transition plan for the new Executive Director, including a transition timeline; and


 * (5) report on the Committee’s progress to the Board.

The duties of the Transition Committee will conclude 90 days after the new Executive Director joins the Wikimedia Foundation, unless otherwise directed by the Board.