Delegation of authority policy

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This policy is maintained by the Wikimedia Foundation to apply to Foundation activities.

Wikimedia policies
Wikimedia wikis
Board and staff members
Other

Purpose

This policy sets out the WMF delegation process as well as specific delegations to WMF 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 WMF enables its Staff to commit funds on behalf of WMF. Delegations provide formal authority to WMF Staff to financially and legally commit WMF and to incur liabilities on behalf of WMF.

Scope

This policy covers all WMF 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 WMF Staff listed in the Schedule of Financial Delegations of Authority, set out below, may sign contracts on behalf of WMF (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 WMF or incur liabilities for WMF. Any transaction that involves WMF 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 WMF 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 WMF 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

  • WMF 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 November 19, 2015

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 $1,000,000.
  • General Spending & Contractual Authority up to $50,000 USD.
  • Authority to sign legally binding contractual arrangements up to $1,000,000
  • Authority to sign Grant Agreements up to $2,000,000.
General Counsel
  • General Spending & Contractual Authority up to $50,000 USD.
  • Authorization to settle lawsuits up to $100,000 USD.
Chief of Community Engagement
  • General Spending & Contractual Authority up to $50,000 USD.
  • Grant making authority up to $50,000 USD.
Chief Advancement Officer
  • General Spending & Contractual Authority up to $50,000 USD.
Chief of Communications
  • General Spending & Contractual Authority up to $50,000 USD.
Chief of Talent
  • General Spending & Contractual Authority up to $50,000 USD.
Vice President of Product
  • General Spending & Contractual Authority up to $50,000 USD.

Schedule of Special Financial Delegations Authority

DATED AND EFFECTIVE AS OF April 27, 2015

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 $50,000 USD
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 $1,000,000.
Director, Head of Research as expressly delegated in writing by the Vice President of Product
  • Authority to sign non-monetary endorsement letters for researchers with notification to the Vice President of Product.

References