Wikimedia Österreich/Good Governance Kodex

In the following, Good Governance is understood as the "Principles of a Responsible Organizational Culture" for Wikimedia Austria. The word "governance" does not mean "to rule" but something more like "to control" in terms of the Association’s self-regulation. The goal of this Code is to ensure responsible leadership, control and communication without limiting the decision-making ability and efficiency of the management bodies. We understand the implementation of this Code as a continuing process during which the principles of our organizational culture are to be regularly compared to our actually lived culture and further developed.

Note: Formerly this document also comprised the distribution of responsibilities and cooperation between the Board and the Executive Director. In the context of WMAT's governance reform in 2018 these were moved into the Internal Rules of Procedure.

General principles

• Wikimedia Austria seeks a clear definition of responsibilities when it comes to supervision, leadership and execution. The goal is to achieve a balance of regulation, leadership and control among the members, the Board and the Executive Director.
• Wikimedia Austria runs the organization responsibly, efficiently and sustainably.
• Wikimedia Austria ensures the provision of prompt and transparent information about the structure and activities of the Association as well as about the allocation of resources, having due regard for the interests of its members, volunteers and donors.

Conflicts of Interest

The term conflict of interest refers to a situation in which a person or an institution is entangled in incompatible commitments, relations or goals resulting in a loss of objectivity.

• All parties involved take care to avoid conflicts and collisions of interest within the Association.
• Conflicts of interest between the Association and members of the Board / the Executive Director or their related parties are reported to the Board. In this case, the affected member of the Board / the Executive Director does not take part in any decisions and negotiations related to the matter in question.
• If conflicts of interest cannot be resolved amicably within the Association's management, the Good Governance Committee shall be referred to as a neutral authority. In the case of amicable solutions found within the Association's management, the Good Governance Committee shall be informed promptly of the conflict of interest and the appropriate measures for its resolution.
• Personal relationships (married, closely related or related by marriage and living in a permanent relationship or any other close economic relationship) between Wikimedia Austria’s staff members, entrepreneurs or paid service providers and members of its Board or the Executive Director are to be disclosed to the Good Governance Committee.

Incompatibilities

• No one may simultaneously serve as member of the Board and employee of the Association.
• If a member of the Board wishes to apply for a position in the Association, they must first resign from their position on the Board. If the time period between the end of the position in the Association Board and employment is shorter than one year, such employment shall be subject to the explicit approval of the Good Governance Committee.
• Employees can be voted into the Association Board at the earliest one year after their contract as an employee has ended.

Good Governance Committee

• The Good Governance Committee is appointed for the duration of two years.
• The Members (General Assembly), the Board and the staff each delegate one member to the Committee. The Executive Director and the staff are not entitled to vote in the election of the representative of the General Assembly. The chairperson of the Board and the Executive Director are excluded from any candidacy.
• Good Governance Committee delegates do not need to be members of the Association.
• The Good Governance Committee serves as point of contact for possible infringements against this Code. In order to clarify the case, the Committee is entitled to obtain information from the Board and the Executive Director. This information is to be kept confidential. If doubts of just one member of the Good Governance Committee remain, the Auditors must be informed thereof. The Auditors decide on how to proceed in accordance with the bylaws.
• If there is reason to suspect the partiality of individual members of the Good Governance Committee, the facts of the case can also be reported to individual members who then communicate them to the Committee in anonymised form, as needed. A clearly communicated mandate, in the sense of an audit by the Good Governance Committee, is a prerequisite for the respective member to become active.
• The Good Governance Committee shall prepare a Good Governance Report for each General Meeting.
• The Good Governance appointees work in an honorary capacity.

The current members of the Good Governance Committee can be found on our member's wiki. It is possible at all times to contact the Good Governance Committee in confidence via goodgovernance@wikimedia.at.

Good Governance Report

• The Good Governance Report states the Good Governance structure, possible modifications to the Code’s structure and, in particular, infringements against this Code.
• The Good Governance Report is to be published and maintained on the Association's website, unless the disclosure would endanger the higher purpose of the association.