Guidelines on potential conflicts of interest

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Introduction

We are asking for community opinion on these five movement-wide guidelines that would help identify potential conflicts of interest when asking for resources belonging to the Wikimedia movement. The proposed draft of these guidelines is set out below for community review. We welcome your comments at the meta discussion page. After community consultation, we expect to finalize the guidelines and propose them to the WMF Board of Trustees for adoption by resolution.

Generally, mismanaged personal interests resulting in potential conflicts of interest can hurt our movement, both in reputation and financially. The proposed guidelines seek to encourage full disclosure of personal and financial interests with respect to people’s requests for movement resources. The guidelines help ensure that those movement resources -- like grants, staff time, scholarships, trademark licenses, travel reimbursements, fellowships, employment, and conference resources -- are used in pursuit of our mission. The guidelines apply to requests for resources from any movement entities, groups, associations, or persons, such as the Wikimedia Foundation, chapters, thematic organizations, movement partners, user groups, Wiki Loves Monuments, GLAM organizations, and Wikipedians in Residence. The guidelines are not comprehensive or exhaustive. They are intended to support existing movement values and conflict of interest policies, which may require recusal or other ways of managing the conflict.^[1]

Importantly, the guidelines are not intended to address directly more specific controversial topics, like paid editing. We understand that the community is engaged in that discussion in other venues. That said, these guidelines may serve as a foundation upon which to build more specific policies in the future. For now, however, we simply want to suggest some simple, hopefully uncontroversial guidelines to help people know when they should be disclosing their personal or financial interests in their requests for and use of movement resources.

We would like to hear what you think. Feel free to leave your comments or propose edits on the meta discussion page. We are not seeking consensus or an RfC. This is to help us hear where we need to improve the document. To help ensure global understanding and easier translations, we are proposing that the guidelines be short and confined to one page. The WMF legal department greatly appreciates the opportunity to hear your thoughts and benefit from your wisdom there. We of course will read and respond to your comments and take them into consideration in drafting a final version for proposal to the Board.

We anticipate closing the comment period on January 15, 2013. This may allow for a proposal to the Board during its February 1-2, 2013, meeting. Otherwise, we may extend the comment period and ask the Board to approve the guidelines at another time. We encourage international participation, and, if more time is needed to allow for translations or comments, we want to take that into consideration.

Many thanks, as always, for your comments and active participation.

Geoff Brigham
General Counsel
Wikimedia Foundation

↑ In the WMF Board’s resolution regarding organizational best practices, for example, “more developed organizations” are encouraged to “adopt core governance policies including a code of conduct for Board and staff that requires at least disclosure of all potential conflicts of interest.” Movement organizations, of course, are free to adopt more strict and tailored conflict of interest rules that go beyond the minimum standards of these proposed guidelines.

Proposed Board resolution on the guidelines

RESOLVED, that the Board of Trustees of the Wikimedia Foundation hereby approves and adopts the Wikimedia Guidelines on the Disclosure of Potential Conflicts of Interest in Requesting Movement Resources as set out below. These guidelines are meant to complement the Resolution on Organizational Best Practices, passed by this Board on March 31, 2012. With the approval of the Executive Director, the General Counsel may modify these guidelines from time to time with 15-day notice to the community. Both Wikimedia organizations and community members are encouraged to adhere to these guidelines in their requests for, use of, and allocation of resources belonging to the Wikimedia movement.

This resolution will be effective as of XXXX.

[SEE BELOW FOR THE GUIDELINES]

Five Wikimedia guidelines on the disclosure of potential and actual conflicts of interest in requesting movement resources

Introduction

Mismanaged personal interests resulting in potential conflicts of interest can hurt our movement, both in reputation and financial ways. The five below guidelines – which include a requirement to "disclose actively" potential or actual conflicts of interest – seek to promote honesty and transparency in requesting and allocating movement resources. These resources belong to the movement and must always be used to support its mission.

Movement resources include, for example, grants, staff time, scholarships, trademark licenses, fellowships, employment opportunities, travel reimbursements, and conference resources. The guidelines apply to requests for these resources from movement entities, groups, associations or persons, such as the Wikimedia Foundation, chapters, thematic organizations, movement partners, user groups, Wiki Loves Monuments, GLAM organizations, and Wikipedians in Residence.^[1]

The guidelines are not comprehensive or exhaustive. They support existing conflicts of interest and other governance policies, which may require recusal or other ways of managing the conflict.

Guidelines

Guideline one: Disclose actively if you are receiving payment or anything of value from a person or organization that may benefit from your request, use, or allocation of movement resources.

Guideline two: Disclose actively if you are requesting, using, or allocating movement resources that may benefit your family member, spouse, partner, business associate, significant other, close friend, or their organizations or employers.

Guideline three: Answer fully and honestly any relevant and appropriate questions when requesting, using, or allocating movement resources.

Guideline four: Disclose actively if your request, use, or allocation of movement resources could be perceived by others or the public as improper. Even the perception of a conflict or unauthorized personal gain needs to be disclosed.

Guideline five: Do not request, use, or allocate movement resources for unauthorized personal gain.

Definition of "Disclose Actively"

Under the guidelines, a person should "disclose actively" a potential or actual conflict of interest. To "disclose actively" means (1) to report the conflict to the decision-maker or supervisor in charge of the allocation of the movement resources in question; and (2) to do so explicitly and in advance of any serious discussion or decision about the allocation or use of those movement resources.^[2]

Examples

Example one: A Wikimedian asks to post a blog on the Wikimedia Foundation’s site, which will involve work by the Foundation’s communications team. The blog will feature a specific artist. The Wikimedian is also employed by that artist’s estate. The Wikimedian should actively disclose this paid relationship right away in her first contact with the communications team. The team can assess independently whether the blog reflects an appropriate use of Foundation resources and whether it should disclose the Wikimedian’s interest.

Example two: A community member applies for funding from a local chapter to work on a photography project for Wikimedia Commons. His funded work on the project would result in his travelling to a city where he plans to visit his significant other. The community member should disclose this relationship and potential benefit when he makes the request. The chapter’s conflict of interest policy may require an independent review of the need for the trip. The potential conflict is that the community member may be seeking the grant to finance the trip to see a significant other as opposed to the real purposes of the grant – to photograph at a location of interest for the Wikimedia movement. Disclosure allows the grantor to undertake an independent assessment and determine if the proposed grant project – including its selected location – is made in the best interest of the movement.

Example three: In a request for a grant from the FDC, a chapter trustee has a potential financial conflict of interest. Though her conflict of interest is stated on the local chapter’s blog and she believes the FDC may be aware of it, she nevertheless should actively disclose the potential conflict to the FDC to ensure that the FDC is aware of the conflict.

Example four: A chapter is considering whether to make a grant to a consulting firm for an open source project. A chapter trustee has an ownership interest in the consulting firm. The firm and trustee must disclose this ownership interest to the chapter when making the grant request. The chapter may then manage or resolve the conflict under its own conflict of interest policy.

Example five: A member of the FDC committee receives a gift of valuable World Cup tickets from a trustee of a chapter that is applying for the next round of funding. The FDC committee member should disclose the gift. The FDC should manage the conflict according to its conflict of interest policy and best practices.

Example six: The board of a thematic organization decides to hire an outside accountant to help with the bookkeeping. A board member wishes to hire his sister, who is a certified public accountant and is willing to offer her services at a reduced non-profit rate. The board member must reveal this personal connection to the rest of the board before proceeding with the hiring process. The rest of the board may then treat the conflict pursuant to its own conflict of interest policies, and independently assess the proposed hire.

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↑ Note: As a general matter, a conflict of interest normally does not arise simply because an individual previously had received a grant or authorized reimbursement from the Wikimedia Foundation (WMF) or a WMF-approved chapter or thematic organization. This is so however only when that grant or reimbursement was used in support of the Wikimedia mission without personal gain and in accordance with the established policy of the organization. As a matter of good practice, applicants for movement resources should disclose whether they are trustees, officers, employees, contractors, fellows, representatives, or members of WMF, chapters, or thematic organizations when requesting movement resources.
↑ A passive notice about a conflict on a user page, for example, would not constitute adequate disclosure with respect to a fellowship grant. The user instead must immediately notify the decision-maker about the conflict in the user's application for the fellowship grant.

[1] In the WMF Board’s resolution regarding organizational best practices, for example, “more developed organizations” are encouraged to “adopt core governance policies including a code of conduct for Board and staff that requires at least disclosure of all potential conflicts of interest.” Movement organizations, of course, are free to adopt more strict and tailored conflict of interest rules that go beyond the minimum standards of these proposed guidelines.

[2] Note: As a general matter, a conflict of interest normally does not arise simply because an individual previously had received a grant or authorized reimbursement from the Wikimedia Foundation (WMF) or a WMF-approved chapter or thematic organization. This is so however only when that grant or reimbursement was used in support of the Wikimedia mission without personal gain and in accordance with the established policy of the organization. As a matter of good practice, applicants for movement resources should disclose whether they are trustees, officers, employees, contractors, fellows, representatives, or members of WMF, chapters, or thematic organizations when requesting movement resources.

[3] A passive notice about a conflict on a user page, for example, would not constitute adequate disclosure with respect to a fellowship grant. The user instead must immediately notify the decision-maker about the conflict in the user's application for the fellowship grant.

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