Incorporation of Board Members into Wikimedia ZA Board

1. Introduction

The Wikimedia South Africa (Wikimedia ZA) Board of Directors is responsible for governing the organisation, providing strategic direction, and ensuring that Wikimedia ZA fulfils its mission to foster a thriving community of volunteers, editors, and chapter members who sustain the open knowledge movement and to promote the sharing of free knowledge through Wikipedia and related Wikimedia projects.

This document outlines the procedures and processes/policies for nominating, electing, and integrating new board members into the Wikimedia ZA Board of Directors.

The incorporation of new board members is a crucial process that ensures effective leadership and oversight for Wikimedia ZA. Nominees should be aware that board membership is a voluntary position and is not remunerated.

2. Eligibility for Board Membership

To be eligible for nomination or appointment to the Wikimedia ZA Board of Directors, candidates must meet the following criteria:

Commitment to Wikimedia’s Mission: Candidates must demonstrate a strong commitment to the principles of free knowledge, open access, and community-driven content creation, as embodied by Wikimedia projects.
Experience: Candidates should have relevant experience in areas such as governance, financial oversight, legal matters, communications, nonprofit management, community engagement, or technology.
Active Engagement: Preference will be given to individuals who are active contributors to the Wikimedia movement, either as editors, project leaders, or supporters of Wikimedia initiatives in Southern Africa.
Reputation: Candidates must have a good standing in the community and no prior history of violation of Trust & Safety, Universal Code of Conduct, Friendly Space Policy or history that may bring Wikimedia ZA into disrepute.
Willingness to Serve: Candidates must be willing to actively participate in board meetings, committees, and organisational initiatives, and to dedicate the necessary time and resources to their role.
Chapter Membership: Candidates must have been chapter subscribed/paying members for at least two years, with either an annual or lifetime membership.
Conflicts of interest: Potential conflicts of interest should be flagged and addressed with Wikimedia ZA to ensure that the Wikimedia ZA board maintains integrity.

3. Nomination and Election Process

3.1 Nomination

Call for Nominations: A call for nominations will be issued by the Board of Directors in advance of the Annual General Meeting (AGM), or at any time when vacancies arise on the board.
Nominations: Candidates may nominate themselves or be nominated by other members of the Wikimedia ZA chapter. In case someone is nominated, the nominated candidate must accept the nomination in writing by way of email.
Nomination Submission: All nominations must be submitted in writing, accompanied by the candidate’s resume or portfolio and a statement of interest outlining their commitment to Wikimedia ZA’s mission and their qualifications for board service.
Screening: A Nominations Committee composed of Wikimedia ZA’s (subscribed) members will review all nominations to ensure they meet the eligibility criteria stated in section 2, to generate a shortlist of candidates.

3.2 Election

Presentation of Candidates: During the AGM or special board meeting, shortlisted candidates will be given no more than 3 minutes to present themselves to the membership or existing board members, highlighting their vision for the organisation.
Voting Process: Board members are elected by a majority vote of the membership present at the AGM or by the existing board members in the case of vacancies arising between AGMs. Voting may be conducted by show of hands or electronically in a transparent process.
Term of Office: Board members are elected for a term of two (2) years, with the possibility of re-election. A staggered election process will ensure continuity within the board, with approximately half of the board positions being up for election each year.
Proxy: Decisions at the AGM, including the election of Directors, shall be determined by a majority vote of members either present or represented by proxy. Wikimedia ZA members may vote on resolutions through a proxy form if they are unable to attend.
Members must first complete the proxy form to designate their chosen proxy.

4. Onboarding of New Board Members

Once elected, the onboarding process for new board members is as follows:

4.1 Orientation

Newly elected board members will receive an orientation session to familiarise them with the operations, mission, and governance structure of Wikimedia ZA. The orientation will include:

Overview of Wikimedia ZA: History, mission, strategic objectives, and current projects.
Board Responsibilities: Governance roles, fiduciary duties, and the legal responsibilities of board members.
Financial Review: A summary of Wikimedia ZA’s financial status, funding sources, and fiscal sponsorship obligations.
Key Policies: Review of Wikimedia ZA’s key policies, including the Conflict of Interest Policy, Code of Conduct, Constitution and Financial Management Guidelines.
Introduction to Stakeholders: New board members will be introduced to key Wikimedia ZA stakeholders, including staff, volunteers, funders, and community partners.

4.2 Access to Documents and Resources

New board members will be given access to: An email address (herschal.jackson@wikimedia.org.za) which will grant access to the relevant resources, and from where correspondence on behalf of Wikimedia ZA should be conducted.

An address book: Contact details and preferences for other board members, staff as well as partners.
Meeting Minutes: Previous meeting minutes to help them understand past discussions and decisions.
Financial Statements: Annual financial reports, trial balances, budgets, and statements of activity.
Governance Documents: Articles of Association, policies, and procedures.
Board Calendar: A schedule of upcoming board meetings, AGM dates, and important events.

5. Responsibilities of Board Members

Board members have the following key responsibilities:

Governance and Oversight: Ensure that Wikimedia ZA is operating in a way that aligns with its mission, strategic goals, and legal obligations.
Fiduciary Duties: Oversee the financial health of the organisation, ensuring that funds are used responsibly and transparently.
Fundraising and Advocacy: Actively participate in fundraising efforts and advocate for Wikimedia ZA’s mission, both within the Wikimedia community and with external partners, and in public.
Participation in Meetings: Attend and actively contribute to board meetings, AGMs, and any relevant committees, operations meetings or working groups. Board members are expected to participate in at least 75% of all scheduled meetings.
Policy Development and Compliance: Contribute to the development of policies if and where current ones fall short, and ensure that the organisation remains compliant with relevant laws and regulations.
Support for Wikimedia ZA’s Programmes: Provide guidance, support, and resources to Wikimedia ZA’s programmes and initiatives, ensuring that they are aligned with the needs of the Wikimedia community and the public.

6. Removal of Board Members

A board member may be removed from the Wikimedia ZA Board in the following circumstances:

Violation of the Code of Conduct: If a board member is found to have violated Wikimedia ZA’s Code of Conduct and WMF Friendly Space Policy, they may be removed by a majority vote of the remaining board members. After a disciplinary hearing.
Neglect of Duties: If a board member fails to fulfil their duties (e.g., frequent absences from meetings, failure to participate), they may be asked to step down.
Conflict of Interest: Board members are responsible for declaring any conflicts of interest, or potential conflicts, at all times. If a board member is found to have neglected to declare- or have an unmanaged or unmitigated conflict of interest, they may be removed to protect the board’s integrity.
Resignation: A board member may resign at any time by submitting a written notice to the Chairperson or Secretary of the Board.
In the event of a resignation, members may be asked to provide a handover note or complete an offboarding form.