Policy:Delegation of authority policy

Purpose

This policy sets out the Wikimedia Foundation delegation process as well as specific delegations to Wikimedia Foundation Staff of the finance and spending authority granted to the Executive Director by the Board of Trustees.

Overview

Financial delegations of authority are the mechanisms by which the Wikimedia Foundation enables its Staff to commit funds on behalf of the Wikimedia Foundation. Delegations provide formal authority to Wikimedia Foundation Staff to financially and legally commit the Wikimedia Foundation and to incur liabilities on behalf of the Wikimedia Foundation.

Scope

This policy covers all Wikimedia Foundation Staff. The specific levels of authority for Senior Staff are identified in the Schedule of Financial Delegations Authority set out below. That schedule lists the position of the Senior Staff and the applicable financial and spending authority applicable to each position.

With respect to the initiation of the contracts approval process, Senior Staff may delegate their budget authority under the contracts approval process to their direct reports, subject to the limits of this policy. Budget authority and contract signing authority are however different types of authority. Only Wikimedia Foundation Staff listed in the Schedule of Financial Delegations of Authority, set out below, may sign contracts on behalf of the Wikimedia Foundation (within their set limits).

Policy

• This Delegation of Authority Policy is contingent upon the continued validity of the Resolution of the Board of Trustees dated July 11, 2012, as amended on August 13, 2014.
• The financial delegations of authority are determined based upon the staff member's position and may be revoked at any time by the Executive Director.
• The Schedule of Financial Delegations of Authority, set out below, represents the written delegation of authority by the Executive Director. This schedule will be confirmed annually by the Executive Director and filed with Finance. The Schedule of Financial Delegations of Authority may be amended at any time by the Executive Director.
• Finance will maintain an up-to-date Schedule of Financial Delegations Authority, with a list of the approved delegates, for the purpose of verification of expenditure authority.
• This Delegation of Authority Policy also applies to transactions that do not involve a monetary amount, but nonetheless legally commit the Wikimedia Foundation or incur liabilities for the Wikimedia Foundation. Any transaction that involves the Wikimedia Foundation trademarks or confidential staff or user information should be approved by Legal.
• The Executive Director may allow Senior Staff to make special delegations to other Wikimedia Foundation Staff when necessary. Such special delegations must be recorded with Finance according to the Schedule of Special Financial Delegations Authority set out below.

AUTHORITY

• Contract budget authority, which allows Wikimedia Foundation Staff to initiate the contract approval process, may be delegated to other Staff members and recorded in the Budget Owner Delegation and Sub-Delegation staff assignments page. However, signing authority for contracts is reserved only for Senior Staff and other Staff identified in the Schedule of Financial Delegations of Authority set out below.
• A delegation of authority - whether it is contract signing authority or other financial or spending authority - may not be made unless it is detailed in the Schedule of Financial Delegations Authority set out below.
• All delegations relate to the delegate's position, not to the individual in that position.
• A delegation of authority under this policy may be wholly or partially withdrawn or restricted (either permanently or temporarily) at any time by the Executive Director, the Chief Operating Officer, or the Chief of Finance and Administration.
• No delegations may be made to non-staff members.
• A delegate's manager may exercise the same level of authority as the delegate (that is to say, levels of authority are hierarchical through relevant lines of responsibility).
• Notwithstanding these delegations, delegates should keep their managers informed of significant initiatives and projects, even if the cost of those initiatives and projects are below the delegated amount.

TRANSACTIONS

• A delegate identified under this policy has the designated authority to take an action or sign a document necessary to give effect to the transaction. Any such action or signature must comply with necessary legal and financial approvals related to the specific transaction, such as the contract approval process for contracts.
• Any delegation to incur expenditure must be exercised within the limits of the relevant approved budget.
• A delegate can only exercise authority with respect to the total transaction value, which includes related and integrated transactions.
• If there is any increase in the cost of a transaction, then:

• the delegate who approved the original transaction must approve that variation; or
• if the sum of the variation and the original cost of the transaction exceed the delegate's limit of authority for that type of transaction, a delegate with the appropriate level of authority must approve that variation.

• All contracts must be processed in accordance with the contract approval process.

OWN EXPENDITURES

• Delegates must not approve the incurring of, or the reimbursement of, their own expenditures or advances even if it falls within their delegation limit. Such expenditure must be approved by that person's immediate manager, or by the Chief Finance Officer (with a written delegation from the Executive Director, which remains in effect until otherwise revoked).

COMPLIANCE AND BREACHES

• Wikimedia Foundation may commence applicable disciplinary procedures if a person to whom this policy applies breaches this policy.

Schedule of Financial Delegations Authority

DATED AND EFFECTIVE AS OF JULY 25, 2017

Senior Staff Position	Delegation Level (Per Transaction)
Chief Finance Officer, General Counsel, Chief Advancement Officer, or other delegate named by the Executive Director	In the event of a documented absence of the Executive Director and notice via email of express delegation, all authority of the Executive Director.
Chief Finance Officer	All authority granted by the Board of Trustees as Chief of Finance & Administration. Authority to transfer funds and manage the accounts for payroll and accounts payable up to US$1,000,000. General Spending and Contractual Authority up to US$50,000. Authority to sign legally binding contractual arrangements up to US$1,000,000. Authority to sign Grant Agreements up to US$2,000,000.
General Counsel	General Spending and Contractual Authority up to US$50,000. Authorization to settle lawsuits up to US$100,000.
Chief of Community Engagement	General Spending and Contractual Authority up to US$50,000. Grant making authority up to US$50,000.
Chief Advancement Officer	General Spending and Contractual Authority up to US$50,000.
Chief of Communications	General Spending and Contractual Authority up to US$50,000.
Chief of Talent	General Spending and Contractual Authority up to US$50,000.
Vice President of Product	General Spending and Contractual Authority up to US$50,000.
Chief Technology Officer	General Spending and Contractual Authority up to US$50,000.

Schedule of Special Financial Delegations Authority

DATED AND EFFECTIVE AS OF July 25, 2017

Position	Delegation Level (Per Transaction)
Legal Counsel, as expressly delegated in writing by the General Counsel	General Contractual Authority for non-monetary contracts.
Director of Community Resources, as expressly delegated in writing by the Chief of Community Engagement	Authority to enter into approved grant agreements distributing up to US$50,000.
Senior Staff, as expressly delegated in writing by the Chief Finance Officer	Authority to transfer funds and manage the accounts for payroll and accounts payable up to US$1,000,000.
Director, Head of Research as expressly delegated in writing by the Chief Technology Officer	Authority to sign non-monetary endorsement letters for researchers with notification to the Vice President of Product.
Controller, as expressly delegated in writing by the Chief Finance Officer	Any authority provided to the Chief Finance Officer under this policy.
Deputy General Counsel, or in the DGC's absence, the Legal Director, as expressly delegated in writing by the General Counsel	Any authority provided to the General Counsel under this policy.

References

• Resolution: Delegations of Financial and Spending Authority (July 2012)
• Resolution: Amendment to the Delegations of Financial and Spending Authority (August 2013)
• Resolution: Second amendment to the Delegations of Financial and Spending Authority (May 2015)
• Resolution: Brokerage Account Authorizations (November 2008)
• Contract approval process
• Budget Owner Delegation and Sub-Delegation staff assignments page