Committee:Elections Committee Charter

Purpose

The purpose of the Elections Committee (“Committee”) is to assist with the design and implementation of the process to select Community- and Affiliate-Selected Trustees for the Wikimedia Foundation Board of Trustees (“Board”). The Committee may also assist with similar community-selected positions as determined by the Board.

Membership and Organization

Committee Members

The Committee shall be composed of at least 5 and not more than 15 members. Committee members are appointed by the Board’s Governance Committee, in consultation with sitting members of the Committee, for three-year terms. There is no limit on the number of terms a Committee member may serve. In selecting and appointing its members, the Governance Committee shall seek to represent the breadth of diversity within the Wikimedia movement and the world that the movement serves.

A member shall keep their position until their term expires or until that position is filled with another appointed member by the Governance Committee. The Governance Committee may remove and replace a member for cause with a majority vote. Any Committee member appointed to fill a vacancy shall serve only the remainder of their predecessor’s term unless reappointed.

Members of the Elections Committee shall be ineligible to run as a candidate in any election planned, organized, or overseen by the Elections Committee for 18 months following the end of their term on the Committee.

Officers

The Committee shall appoint a Chair from among its members for one-year terms. The Chair is responsible for presiding over Committee meetings and operations.

The Committee may also appoint a Vice Chair from among its members for one-year terms. The Vice Chair shall take on the responsibilities of the Chair if the Chair is unavailable.

Advisory Members

The Committee may appoint non-voting advisors who may be invited to attend Committee meetings or to provide the Committee with input and advice. The Committee shall specify the terms of the advisory appointments in its appointment resolutions. No advisory members may be voting Committee members.

Wikimedia Foundation Staff

The Wikimedia Foundation may assign staff members to support the Committee in its operations and help the Committee to function effectively. Foundation staff may provide advice to the Committee based on their knowledge and expertise. No staff members shall be voting Committee members.

Board Liaisons

The Board may appoint liaisons to the Committee to facilitate communication and coordination between the Committee and the Board. Board Liaisons shall be the Committee’s primary point of contact with the Board, and shall serve to update the Board on the Committee’s activities and update the Committee on relevant Board activities. Board Liaisons may request information related to the Committee’s operations as necessary to carry out their role. No Board members shall be voting Committee members.

Responsibilities

Board of Trustees Elections

The Committee has responsibilities throughout every phase of the selection process for Community- and Affiliate-Selected Trustees, as established in Article IV, Section 3(C) in the Foundation Bylaws, including:

• Timeline – Work with staff to determine and communicate election timeline specifics, based on target end date set by the Board.
• Candidacy – Working with staff and in consultation with the Board, design the process for collecting and reviewing candidate declarations.
• Outreach – Work with staff to reach the various Wikimedia communities with information about the election, including * voting and the call for candidates.
• Volunteers – Determine whether additional volunteers are needed to assist with election administration, and work with staff to recruit and coordinate those volunteers.
• Communications – Review communications about the election drafted by staff and collaborate in determining when communications should be issued by the Committee, by staff, or by the Board.
• Evaluation – Assist in reviewing candidates based on criteria set by the Board.
• Campaigning – Set and enforce rules regarding how candidates can campaign, and oversee the process of asking candidates to answer campaign questions.
• Voting – Determine the voting method and voter eligibility criteria, and work with staff to determine the voting platform and review voter eligibility requests.
• Results – Review and announce vote results.

The Committee, staff, and the Board shall collaborate to create a more granular division of responsibilities, as needed. If necessary, the Board shall be the final arbiter of questions or disputes regarding roles and responsibilities. All aspects of the trustee selection process are subject to the Board’s authority, as defined by applicable law, by the Foundation Bylaws, and by other governing documents.

Other Elections

The Board may enlist the advice and assistance of the Committee regarding Wikimedia elections for other positions, or other movement-wide votes.

Procedures and Processes

Meetings

The Committee shall determine the time and locations of its meetings. It may meet virtually or in person. In order for the Committee to take actions and make decisions at a meeting, a quorum must be present. A quorum shall consist of a majority of the voting Committee members.

Resolutions

The Committee shall take actions in the form of resolutions. A resolution may be adopted at a meeting with the approval of a majority of the voting Committee members present at the meeting. A resolution may also be adopted outside of a meeting with the written approval of a majority of voting members serving on the Committee at the time. The Committee may create additional rules and procedures for proposing, voting on, and publishing resolutions.

Subcommittees

The Committee may create subcommittees to lead the work for particular projects or processes. The full Committee shall still be responsible for the work of the subcommittees, so the subcommittees shall be responsible for reporting their activities to the full Committee in a timely fashion. In creating subcommittees, the Committee should consider what decisions and authority should not be fully delegated to a subcommittee.

Budget

The Committee may request funding from the Wikimedia Foundation for its activities, including:

• general operating expenses;
• travel and expenses for in-person Committee meetings;
• travel and expenses for Committee members to attend events, meetings, and conferences as representatives of the Committee;
• Committee development and team-building; and
• hiring external consultants.

The Committee shall follow any recordkeeping and reporting requirements set by Foundation staff for any budget allocated by the Foundation.

Recordkeeping and Reporting

The Committee shall maintain written records of:

• Committee membership;
• adopted resolutions;
• communication records;
• meeting minutes, including at a minimum all decisions and actions taken at the meeting; and
• Committee budget and expenditures.

The Foundation may provide staff to support this record-keeping. The Committee shall make these records available to the Board and Foundation staff upon request. The Committee shall report its activities to the Board via the Board Liaisons at least once every three months.

This charter was approved by the Governance Committee of the Board of Trustees on April 6, 2023.