Wikimedia Foundation Inc

“THE BYLAWS WERE AMENDED TO CHANGE THE TERM LENGTH AND LIMIT FOR TRUSTEES. TERM LENGTH WAS CHANGED FROM TWO YEARS TO THREE YEARS AND TO SET THE LIMIT AT TWO TERMS. THE CHANGE APPLIES TO ALL THE SEATS ON THE BOARD WITH THE EXCEPTION THAT THE TERM LIMIT DOES NOT APPLY TO THE FOUNDER, AND WILL APPLY TO FUTURE APPOINTMENTS IN A MANNER TO PRESERVE THE BOARD'S ROTATIONAL SCHEDULE. FORM 990 PART VI, LINE 7A The Board consists of a maximum of ten Trustees. Three seats are selected by the Wikimedia community, two seats are selected by the Wikimedia chapters and thematic organizations, one seat is reserved for Jimmy Wales as the community founder, and four seats may be selected by the board for specific expertise. As with all board seats, the board must independently appoint the candidates for the community and chapter seats. Form 990 part VI, line 11a Review of Form 990: The first draft of the 990 was developed by an external accounting firm under the direction of the Controller with additional guidance from the Chief Financial Officer (CFO). It was reviewed for accuracy and completeness by the CFO and then by the Executive Director. Then a meeting of the audit committee was held at which the CFO walked through the draft in detail for the audit committee's approval. A complete copy of the Form 990 was provided to the voting members of the governing body prior to filing with the Internal Revenue Service. Form 990 Part VI, Line 12 Conflict of interest: The organization's board members, officers, and key employees (covered persons) complete annually a Conflict of Interest Statement the purpose of which is to identify any personal, family and/or business relationships and/or transactions that may pose a potential conflict. The filed conflict of interest forms are submitted to and reviewed by the general counsel and only reviewed by the Board if needed. Additionally, the covered persons also complete annually a Pledge of Personal Commitment that affirms that the individual is in compliance with the Conflict of Interest Policy and that the individual will promptly notify the Executive Director and the Board Chair when a conflict or potential conflict arises. Furthermore, in the case of a conflict, the individual agrees to refrain from using his or her personal influence to encourage the Foundation to enter the transaction and must physically excuse himself or herself from any further discussions other than to answer questions about the transaction. In the case of potential conflict, the remaining Board members review the potential transaction to determine whether said transaction is fair and reasonable to the Foundation and legal counsel is consulted as necessary to ensure that such a transaction would not constitute an excess benefit transaction.”

“The wikimedia foundation board of trustees is responsible for approving the compensation of the executive director. For 2015 compensation, the board of trustees, all independent members, reviewed the executive director's proposed compensation, and made a decision based on compensation data from comparable organizations. The board of trustee's deliberations and decision were contemporaneously documented, including who attended and voted and a description of the comparable documentation used and how it was obtained.”

“The organization's website includes links to its governing documents, its conflict of interest policy and its audited financial statements. http://wikimediafoundation.org/wiki/Bylaws http://wikimediafoundation.org/wiki/Conflict_of_interest_policy http://wikimediafoundation.org/wiki/Financial_reports”

“Return of Unused Grant $ 74,405 ========== Total Form 990 Part XI, Line 5 $ 74,405”