Resolution:Second amendment to the Delegations of Financial and Spending Authority

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Second amendment to the Delegations of Financial and Spending Authority

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The resolution was approved on May 8, 2015. The purpose of this resolution is to update to the "deputy director" title with the Chief Operating Officer and General Counsel.

Resolved, that the Board amends the Delegations of Financial and Spending Authority (last amended August 8, 2013) as follows:

• The Executive Director, subject to the quarterly total spending as set forth in the Quarterly Breakdown of Annual Plan ("Quarterly Plan") approved by the Board of Trustees ("Board") and exercising all necessary due diligence and care, is individually authorized by this delegation to obligate the funds of the Wikimedia Foundation ("WMF"), to execute agreements reflecting those obligations, and to further delegate this authority as deemed appropriate, up to and including the limits set forth below per transaction, such limit shall include integrated or related transactions.

• The Executive Director, in conjunction with either the Chief Operating Officer, Chief of Finance and Administration, or the General Counsel, may jointly authorize spending on a particular transaction (including integrated or related transactions) exceeding the limits set forth below, up to the approved Quarterly Plan.

• Any spending which exceeds the Quarterly Plan by more than 5%, must be approved in writing by either the Chair of the Board or Chair of the Board Audit Committee.

Legally binding contractual arrangements	US$1,000,000
General Operational Spending (including but not limited to, payroll, expenses, and accounts payable)	US$1,000,000
Grant making authority	US$2,000,000
Real estate transactions (leases, purchases)	US$1,500,000
Transferring funds between and managing Wikimedia Foundation bank accounts and other financial accounts	US$10,000,000
Purchasing equipment and assets	US$1,500,000

Be it resolved further that:

• The Chief of Finance and Administration is authorized by this delegation to oversee and manage the Wikimedia Foundation's bank accounts and other financial services related accounts, such as payments processing (or similar financial institution), and to authorize the transfer of funds from one Wikimedia Foundation account to any other Wikimedia Foundation account, and to further delegate this authority, up to and including the limits set forth below per transaction, which includes integrated or related transactions.

• Any transfer of funds from one Wikimedia Foundation account to any other Wikimedia Foundation account exceeding the amounts set forth in the immediately preceding resolution must be approved in writing by or signed by the Chair of the Board or Chair of the Board Audit Committee.

Bank accounts	US$10,000,000
Investment accounts	US$2,000,000
Payment processing, or other financial institutions	US$10,000,000

Be it resolved further that:

• This resolution is subject to annual review by the Board and shall be considered in effect, unless revoked by resolution of the Board.

• All delegations of authority granted in the foregoing resolutions are limited by the quarterly budget totals as set forth in Quarterly Plan as approved by the Board, which retains the right to alter spending authority limits required.

References

• Resolution:Amendment to the Delegations of Financial and Spending Authority (August 8, 2013)
• Resolution:Delegations of Financial and Spending Authority (July 11, 2012)

Approve

Jan-Bart de Vreede (Chair), Patricio Lorente (Vice-Chair), Phoebe Ayers, Frieda Brioschi, Guy Kawasaki, Sam Klein, María Sefidari, Jimmy Wales, Stu West, and Alice Wiegand.