Resolution:Amendment to the Delegations of Financial and Spending Authority

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Resolutions Amendment to the Delegations of Financial and Spending Authority Errors?
This resolution was passed August 8, 2013 at an in person meeting of the Board of Trustees.

The Board of Trustees ("Board") wishes to amend the Delegations of Financial and Spending Authority to transfer the approval authority from the office of Treasurer to the Chair of the Board Audit Committee.

Resolved, that the Board amends the resolution entitled "Delegations of Financial and Spending Authority" (passed on July 11, 2012) as follows:

1. In the first part, the paragraph that reads:

"Any spending which exceeds the Quarterly Plan by more than 5%, must be approved in writing by either the Chairperson or Treasurer of the Board."

Is amended and replaced as follows:

"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."

2. In the second part, the paragraph that reads:

"Any transfer of funds from one WMF account to any other WMF account exceeding the amounts set forth in the immediately preceding resolution must be approved in writing by or signed by the Treasurer of the Board or Chairperson of the Board."

Is amended and replaced as follows:

"Any transfer of funds from one WMF account to any other WMF 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."

Amended text

The Board of Trustees unanimously resolved that:

  • 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 Deputy Director or the Chief of Finance and Administration 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 $ 1,000,000
General Operational Spending (including but not limited to, payroll, expenses, and accounts payable) $ 1,000,000
Grant making authority $ 2,000,000
Real estate transactions (leases, purchases) $ 1,500,000
Transferring funds between and managing WMF bank accounts and other financial accounts $ 10,000,000
Purchasing equipment and assets $ 1,500,000


Be it resolved further that:

  • The Chief of Finance and Administration is authorized by this delegation to oversee and manage the WMF’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 WMF account to any other WMF 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 WMF account to any other WMF 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 $ 10,000,000
Investment accounts $ 2,000,000
Payment processing, or other financial institutions $ 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

Approve
Phoebe Ayers, Bishakha Datta, Samuel Klein, Patricio Lorente, María Sefidari, Jan-Bart de Vreede, Jimmy Wales, Stu West, Alice Wiegand