Wikimedia Österreich/Internal Rules of Procedure

The internal rules of procedure of Wikimedia Austria govern the distribution of responsibilities and cooperation between the Board and the Executive Director.

Board

• The Board shall command the following requisite management and social skills:
  • Experience with Wikipedia/Wikimedia
  • Identification with the concept of free knowledge
  • Legal expertise
  • Business management expertise
  • Organizational and human resources expertise
  • Technical knowledge
• The Association enables the members of the Board to develop their expertise in an appropriate way.
• The Board provides enough time for the efficient and effective performance of duties.
• The board’s decisions are based on the free will and decision-making process of each individual member. Board resolutions shall be adopted according to section 12 (5) of the Articles of Association.
• In order to ensure a wide range of perspectives (age, gender, origin, etc.), the composition of the Board should represent the diverse society that exists in Austria today.

Duties of the Board

• At the general assembly, the Board presents the strategical direction of the Association as well as its goals for the year.
• The Board prepares and approves the budget in cooperation with the Executive Director and operates and monitors the allocation of resources necessary to achieve the association’s targets in compliance with the legal requirements of the Austrian Association Act, the requirements of the Wikimedia Foundation and those of the Austrian Fundraising Certificate (Spendengütesiegel):
  • The initiation of scheduled spending within the limits of the approved budget lies with the Executive Director. Unscheduled spending including the reallocation of budget funds and single expenses in excess of EUR 5,000 must be approved by the Board.
  • The financially responsible members of the Board have insight into all accounts, transactions, documents and contracts.
  • The annual accounts and budget planning shall be conducted in cooperation with the Executive Director.
  • A comparison (target/actual comparison) of the planned budget with the actual spending is made at least twice a year. The information for this is provided by the Executive Director.
  • The Board shall ensure that the members, volunteers and donors are informed about the use of the association’s funds.
• The Board governs the structure and responsibilities of the position of Executive Director:
  • It appoints and discharges the persons in charge of management.
  • The human resources responsibility for the Executive Director lies with the members of the Board entrusted therewith.
  • The Board enables the Executive Director to continue to develop their leadership and professional competencies in an appropriate way.
• The Board shapes the financial and legal framework conditions for employees in cooperation with the Executive Director.
• While retaining its general responsibilities, the Board can delegate duties to the Executive Director or the committees of the Association.
• The Board regularly reviews the expediency of the structures and methods necessary for the performance of its duties.
• The Board meets in person at least twice a year; additionally it aims to conduct regular telephone conferences. The Executive Director usually takes part in these meetings.
• The Board represents the Association in external matters and governs external and internal communication on association matters in cooperation with the Executive Director:
  • Individual Members of the Board who assume representative functions coordinate with internal reference groups (full Board, expert groups, office, etc.).
  • The interests of the Association (instead of individual interests) must be prioritised on all external occasions.
  • All Members of the Board shall ensure that the full Board is appropriately informed of their activities.
• The Board shall ensure the appropriate risk appraisal for all of the Association's activities (particularly contracts, data privacy, conflicts of interest, etc.). The Good Governance Code, its enforcement and continued development in cooperation with the Good Governance Committee constitutes a key foundation for this.

Executive Director

• The Executive Director is in charge of the office and the business operations with regard to the Association's goals.
• They set and execute the priorities for achieving the goals agreed with the Board.
• The Board enables the Executive Director to develop their leadership and professional competencies in an appropriate way. The Executive Director ensures the professional training of the staff entrusted to their care.

Duties of the Executive Director

• The Executive Director controls the implementation of the strategy in the day-to-day business.
• At least twice a year, the Board and the Executive Director compare the approved budget with the actual spending. The information for this is provided by the Executive Director.
• The Executive Director shall allocate scheduled spending within the limits of the approved budget. Unscheduled spending including the reallocation of budget funds and single expenses in excess of EUR 5,000 must be approved by the Board.
• The Executive Director keeps track of the budget and ensures the implementation of the principles of controlling, accounting and finance in coordination with the Board and the Auditors as well as further control bodies (such as grant provisions of the Wikimedia Foundation, auditing, Austrian Fundraising Certificate etc.).
• The Executive Director creates the programme plan, implementing the strategy and the budget in cooperation with the Board.
• The Executive Director assumes human resources responsibility for the employees:
  • The Executive Director conducts appraisal interviews, goal-planning sessions and exercises managerial authority as well as control and leadership in day-to-day business.
  • The financial and legal framework conditions for employees are devised in cooperation with the Board.
  • When recruiting staff, they integrate potentially affected reference groups into the selection process. The final decision on recruiting staff is made in agreement with the Board.
  • The Executive Director approves larger staff resources for projects (four working hours and more).
  • The Executive Director also coordinates service providers and entrepreneurs/freelancers.
• The Executive Director manages internal and external communication in collaboration with the Board.
• The Executive Director provides strategic impulses by making proposals for the definition of the organization's goals and target groups and their strategic orientations. Organizational development shall be in cooperation with the Board and other internal reference groups.
• The Executive Director takes care of and extends national and international cooperations, partnerships and networks.
• The Executive Director prepares the annual financial statement and the annual report and communicates them to the responsible members of the Board.

Cooperation between Executive Director and Board

• The Executive Director reports to the Board on a regular basis, especially in the telephone conferences.
• The Executive Director prepares the affairs of the Board. They think and act proactively and introduce impulses und proposals.
• The Executive Director supports the Board in its decision making and executes the Board's decisions.
• Normally, the Executive Director takes part in the Board meetings in an advisory capacity. In case of the Executive Director’s absence, a representative from among the staff appointed by the Executive Director can participate.
• Once a year, the Executive Director’s work is defined and evaluated in goal-planning sessions with the representatives of the Board responsible for human resources.