Resolution:Establishment of Endowment

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Resolutions Establishment of Endowment Errors?
This resolution was approved by the Board of Trustees on December 9, 2015.

Whereas, the Board of Trustees of the Wikimedia Foundation (WMF) has expressed its desire to create an endowment that will act as a permanent safekeeping fund to generate income to support the operations and activities of the Wikimedia projects for perpetuity;

Whereas, a Tides Endowment Fund, as a Collective Action Fund at the Tides Foundation, has been identified by staff as an appropriate option to host the endowment at this time considering, among other things, the Tide Foundation's experience in managing large funds for non-profit organizations; its ability to provide financial and administrative services to the endowment; a Collective Action Fund’s flexibility (compared to a donor advised fund) in accepting and distributing donations; and the ease of establishing a Tides Endowment Fund; and

Whereas, upon due consideration and after examining materials prepared by legal counsel and WMF staff regarding the Tides Endowment Fund option and alternative legal structures, the Audit Committee has recommended that the Board of Directors approve the creation of a Tides Endowment Fund; and

Whereas, upon due consideration and after examining the materials prepared by legal counsel and WMF staff, as well as a Tides Endowment Fund proposal by the Tides Foundation, the Board has determined that the creation of the Tides Endowment Fund is in the best interests of WMF;

Now, therefore, it is:

Resolved, upon due consideration, that the Board of Trustees hereby approves the use of a Tides Endowment Fund as the initial structure to hold the endowment and authorizes the appropriate officers of WMF to negotiate and execute an endowment operating agreement with the Tides Foundation that complies with the standards set forth in these resolutions; and

Further Resolved, the purpose of the Tides Endowment Fund shall be to act as a safekeeping fund to generate income to support the operations and activities of the Wikimedia projects for perpetuity; and

Further Resolved, the Tides Endowment Fund shall operate as a Collective Action Fund at the Tides Foundation and shall include an advisory board that will provide recommendations to Tides for distributions from the Tides Endowment Fund, assist with fundraising for the endowment, act as a liaison between WMF and Tides, and participate in short- and long-term strategic and investment planning for the endowment; and

Further resolved, the founding advisory board for the Tides Endowment Fund shall consist of the minimum number required for a Tides advisory board, increasing to at most three members, for the first six months of operations; and

Further resolved, the advisory board shall present a selection plan for Board approval within six months of operation where members of the advisory board serve renewable two-year terms and self-select future members; and

Further resolved, WMF staff shall have discretion to use up to $5 million ($5,000,000) from the WMF reserves and other internal resources as necessary and appropriate to establish the endowment; and

Further resolved, WMF staff shall present a report every year on endowment operations to the Board; and

Further resolved, WMF staff shall provide drafts of the initial Tides Endowment Fund operating agreement and the advisory board charter to the Board by January 5, 2016 for its review; and

Further resolved, WMF staff shall aim to have the endowment operational by January 12, 2016; and

Further resolved, that the Board of Trustees hereby approves the following initial member of the advisory board for the Tides Endowment Fund: Jimmy Wales; and

Finally resolved, that any material changes to the the Tides Endowment Fund operating agreement and advisory board charter occurring after January 5, 2016, will take effect only with the approval of the Board of Directors.


Approve

Patricio Lorente (Chair), Alice Wiegand (Vice Chair), Frieda Brioschi, Jimmy Wales, Stu West, Jan-Bart de Vreede, Guy Kawasaki, Dariusz Jemielniak, Denny Vrandečić, and James Heilman.