Trustee Code of Conduct: Difference between revisions

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{{notice|This is the 2015 draft revision of the [[Trustee Code of Conduct]].}}
{{BoardApproved | Minutes_8May12#Review_email_decisions | 8 May 2012
| type    = policy
| notes    = <br />All Board members are required to sign this code of conduct. The [[Chair]] is responsible for monitoring compliance with this Code and escalating any issues arising.
| history  = {{BoardApprovedHistory | Minutes_8May12#Review_email_decisions | 8 May 2012 | Approval |22766 }}
| lastid=22766
}}
{{TOC right}}


This code of conduct applies to Wikimedia UK (WMUK) trustees.
I will respect and uphold the [[Vision|values]] of Wikimedia UK (WMUK), in particular:
*To value the contribution of volunteers
*To encourage, involve and engage volunteers
*To recognise that the contribution of volunteers is central to the activity of the organisation
*To be transparent and open
*To promote the value of free and open licences
*To have respectful and professional working relationships internally and externally
*To promote an open approach to learning and knowledge
==General==


All Wikimedia WMUK trustees must, on taking office, confirm in writing their acceptance of this code.
I will act within the [[constitution]] of WMUK and the law, and abide by the policies and procedures of the organisation. This includes having a knowledge of the contents of the constitution and relevant policies and procedures.


==Nolan Principles==
I will support the [[object]]s and mission of WMUK, championing it, using any skills or knowledge I have to further that mission and seeking expert advice where appropriate.


I accept and will comply with the seven general [[:en:Committee on Standards in Public Life|Nolan Principles of Public Life]], as set out below, and also the bulletted WMUK-specific terms:
I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including sitting on sub-committees.


===Selflessness===
I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse not to disclose matters that should be transparent and open.
Holders of public office should act solely in terms of the public interest. They should not do so in order to gain financial or other benefits for themselves, their family or their friends.
* I understand that I have a general duty to act in the best interests of WMUK as a whole.  I will not gain or seek to gain financial or other material benefits for myself, my family, my friends, or any organisation other than WMUK with whom I am associated, nor will I act to give cause for suspicion that I might be doing so.


===Integrity===
I will develop and maintain a sound and up-to-date knowledge of WMUK and its environment. This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates and the nature and extent of its work.
Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their official duties.
* I will at all times act to preserve public confidence in WMUK and will avoid both actual impropriety and any appearance of improper behaviour. I will use WMUK’s resources responsibly, and when claiming expenses will do so in line with WMUK procedures and policies. I will not place myself under any financial or other obligation to individuals or organisations that might seek to influence me in the performance of my role as trustee. I understand that my trusteeship is personal and that I must not seek to act as a representative of any group.  I will do what I and my fellow trustees (and no one else) decide will best enable WMUK to carry out its [[Articles of Association#Objects|charitable objects]] for the public benefit. I will uphold the legal and operational independence of WMUK as a charitable organisation, and will not permit any external party to direct the charity's policies or activities.  


===Objectivity===
I will use WMUK’s resources responsibly, and when claiming expenses will do so in line with WMUK procedures and policies.
In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.
* In carrying out my role, I will seek to ensure that all decisions are made objectively and solely on merit. I will obtain expert advice where appropriate.


===Accountability===
I will seek to be accountable for my actions as a trustee of WMUK, and will submit myself to whatever scrutiny is appropriate.
Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.
* I understand that I am accountable for my decisions and actions, and I agree to submit myself to appropriate scrutiny by the public, the Wikimedia community, the charity's membership, funders and service users.


===Openness===
I accept my responsibility to ensure that WMUK is well run and will raise issues and questions in an appropriate and sensitive way to ensure that this is the case.  
Holders of public office should be as open as possible about all the decisions and actions they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.
* I will be as transparent and open as possible consistent with WMUK's commitments to [[Vision,_values_and_mission#V4_Transparency|transparency]]. I will take into account at all times WMUK's published [[Transparency|approach to transparency]].  I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse to hide matters that should under WMUK's policies be transparent and open.


===Honesty===
==Managing Interests==
Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.
* I will at all times comply with WMUK's [[Conflict of Interest Policy|conflict of interest policy]]. I recognise that conflict may be potential as well as actual, and I will handle potential or possible conflict with the same care as actual conflict. I will take a precautionary approach to disclosing and handling conflict, bearing in mind its importance in maintaining the reputation of WMUK.


===Leadership===
I will not gain materially or financially from my involvement with WMUK unless specifically authorised to do so.  
Holders of public office should promote and support these principles by leadership and example
* I will seek to lead by example, and I will:
** respect and uphold the [[Vision, values and mission|vision, values and mission]] of WMUK, and will use any skills or knowledge I have to further its mission
** abide by the policies and procedures of WMUK
** recognise that the contribution of volunteers is central to the activity of the organisation, and will value, encourage, involve and engage volunteers
** promote an open approach to learning and knowledge and the value of free and open licences
** seek to have respectful and professional working relationships internally and externally
** avoid bringing WMUK into disrepute.


==General duties as charity trustee==
I will act in the best interests of WMUK as a whole, and not as a representative of any group – considering what is best for WMUK and its present and future beneficiaries and avoiding bringing WMUK into disrepute.


As a charity trustee I will:
Unless authorised, I will not put myself in a position where my personal interests conflict with my duty to act in the interests of the organisation. Where there is a conflict of interest I will ensure that this is managed effectively in line with WMUK's [[Conflict of Interest Policy]].


* ensure that WMUK carries out its [[Articles of Association#Objects|charitable objects]] for the public benefit, and for no other purpose
I understand that a failure to declare a conflict of interest may be considered to be a breach of this code.
* comply with WMUK's governing documents and the law
* act in WMUK's best interests
* manage WMUK's resources responsibly
* act with reasonable care and skill
* ensure that WMUK is accountable.


==Additional WMUK-specific requirements==
==Meetings==
I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I cannot regularly attend meetings I will consider whether there are other ways I can engage with WMUK.


===Trustee engagement===
I will do my utmost to prepare fully for all meetings and work for the organisation. This will include reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.


I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including contributing to committees or working groups where possible.
I will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, listening carefully, challenging sensitively and avoiding conflict.


I will develop and maintain a sound and up-to-date knowledge of WMUK, its constitution and relevant policies and procedures.  This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates, and the nature and extent of its work.  
I will participate in collective decision making, accept a majority decision of the board and will not act individually unless specifically authorised to do so.  


I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I find that I cannot deal with business on a regular basis, or will be unavailable to attend meetings for a period of six months or more, I will stand down from the board.
I will participate in decision making processes that take place between meetings, including those via email or telephone.


I will do my utmost to prepare fully for all meetings and work for the organisation, including reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.  I will participate in decision-making processes that take place between meetings, including those via email or telephone.
==Governance==


I will actively engage in discussion, debate and voting in meetings. I will contribute in a considered and constructive way, listen carefully, challenge sensitively, and seek to avoid conflict.
I will actively contribute towards improving the governance of the trustee board, participating in induction and training and sharing ideas for improvement with the board.


I will participate in collective decision making, will accept majority decisions of the board, and will not act individually unless specifically authorised to do so.  
I will help to identify good candidates for trusteeship at WMUK and encourage those candidates to put themselves forward for election to the Board.


===Governance===
==Relations with others==


I accept my personal responsibility for ensuring that WMUK is well run and understand that I cannot abnegate that responsibility to others, including to my fellow trustees. I will raise issues and questions in an appropriate and sensitive way to ensure that this is the case. I understand that the role of the board is primarily strategic and that of the chief executive is primarily operational.
I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK. I will respect diversity, different roles and boundaries, and avoid giving offence.


I will actively contribute towards improving WMUK governance, participating in induction and training and sharing ideas for improvement with the board. I will help to identify good candidates for trusteeship, and will with the agreement of the board encourage suitable candidates to put themselves forward for election.
I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will seek to understand and respect the difference between these roles. Where I also volunteer with the organisation I will maintain the separation of my role as a trustee and as a volunteer.


===Relations with others===
I will seek to support and encourage all those I come into contact with at WMUK.


I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK, and will seek to avoid giving offence. I will seek to provide support and encouragement. I will respect and encourage diversity.
Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee.
 
==Leaving the Board==
 
I understand that substantial breach of any part of this code may result in procedures being put in motion that may result in my being asked to resign from the trustee board.
 
Should this happen I will be given the opportunity to be heard. In the event that I am asked to resign from the board I will accept the majority decision of the board in this matter and resign at the earliest opportunity, if necessary involving the procedure under [[Article]] 4.4.  


I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will respect the difference between these roles. I will respect the role of the chief executive to lead in operational matters, and the role of the chair to be the primary point of contact via the chief executive with the staff.  Where I also volunteer with the organisation I will maintain a clear and public separation between my role as trustee and my role as volunteer.  
If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons for leaving.


Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee.
Signed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 
Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 
== Appendices ==
===Nolan Committee Requirements===
: ''Background information is at {{w|Committee on Standards in Public Life}}''
 
In addition to the duties and liabilities of the Trustees the Nolan Committee on Standards in Public Life (1994) identified personal standards of conduct for directors, based on seven principles.
 
Trustees of Wikimedia UK should act with:


===Eligibility===
* Selflessness: Trustees of Wikimedia UK have a general duty to act in the best interests of Wikimedia UK as a whole.  They should not gain financial or other material benefits for themselves, their family, their friends or the organisation they come from or represent.


I confirm that I am legally eligible to act as a WMUK director and trustee. I confirm that I:
* Integrity:  They should avoid actual impropriety and avoid any appearance of improper behaviour.  They should not place themselves under any financial or other obligation to individuals or organisations that might seek to influence them in the performance of their role as Trustees of Wikimedia UK.


* am not disqualified to act as a company director
* Objectivity:  In carrying out their role, including making appointments (staff or trustee appointments) awarding contracts, recommending individuals for rewards and benefits or transacting other business the Trustees should ensure that decisions are made solely on merit.
* do not have an unspent conviction for an offence involving dishonesty or deception (such as fraud)
* am not an undischarged bankrupt (or subject to sequestration in Scotland), nor do I have a current composition or arrangement including an individual voluntary arrangement (IVA) with my creditors
* have not been removed as a company director or charity trustee because of misconduct or mismanagement.


If I become ineligible after appointment, or there is a real possibility that I may become so, I will immediately inform the chair and if requested will promptly stand down as a trustee.
* Accountability:  The Trustees have a duty to comply with the law on all occasions, in accordance with the trust placed in them and in such a way as to preserve public confidence in Wikimedia, and are accountable for their decisions and actions to the public, funders and service users.  They must submit themselves to what scrutiny is appropriate to their role.


===Breaches of this code===
* Openness:  The Trustees must ensure that confidential material, including material about individuals is handled in accordance with due care and should be as open as possible about their decisions and action that they take.  They should give reasons for their decisions and restrict information only when the wider interest clearly demands.


I understand that any significant breach of this code may result in my being asked to resign from the board or being ejected. In the event that the board resolves by majority decision to seek my resignation, I will offer it forthwith. In the event that the board resolves by majority decision to eject me, I will accept its decision without question.
* Honesty:  The Trustees have a duty to declare any interests relating to their trustee role and to take steps to resolve any conflicts that may arise. Where private interests of a trustee conflict with their trustee duties they must resolve the conflict in favour of their trustee role. They must make relevant declarations of interest in the different circumstances and roles they play both within and outside Wikimedia.


I understand that in any such event the board will, where it is in the interests of WMUK to do so, seek to provide advance notice of any resolution to ask for my resignation or to eject me, and that I will have a right to be heard. In the event that it is not possible to provide advance notice, or where advance notice would not be in the interests of WMUK, I understand that I will have a right to be heard retrospectively and to argue that any decision should be rescinded.
* Leadership:  The Trustees should promote and support the principles of leadership by example. They must respect the role of the Chief Executive.


I understand that while trustees/directors acting competently and in good faith are not normally exposed to personal liability, there are circumstances in which the court may hold a trustee personally liable, including:
===Trustees Liabilities===


* breach of trust under charity law - for example spending the charity's funds on an activity which is outside its legal objects, holding unreasonably speculative investments, engaging in non-permitted political activities
Trustees/Directors of incorporated charities, i.e. those which are companies limited by guarantee, are treated in the same way as any director of a limited company.  The company is a "legal person" and its directors are not liable for the debts of the company beyond the sum they have guaranteed if they are "members" of the company.  Directors are also not liable in contract or tort (a civil wrong), although recently courts have held directors liable for criminal actions of the company.
* breach of fiduciary and statutory duties - for example using the charity's assets to procure a benefit for a trustee, or making a loan to a trustee
* wrongful trading - continuing to trade where the board knew, or ought to have known, that the company is insolvent
* fraudulent trading
* acting as a company director when disqualified
* failure to comply with certain statutory requirements - for example in areas such as health & safety, data protection, trade descriptions, some employment laws.


===Departure from the Board===
Trustees can be held personally liable for:


I confirm that after I have left the board, for whatever reason, I will continue to respect organisational, board and individual confidences that I acquired during my trusteeship. I understand that the terms of this agreement that relate to confidentiality will continue to remain in effect even after I cease to be an active signatory.
# breach of trust under charity law - e.g. spending the charity's funds on an activity which is outside its legal objects/losses from speculative investments/un-permitted political activity;
# breach of fiduciary and statutory duties - e.g. using the charity's assets to procure a benefit for the trustees/making a loan to a trustee;
# wrongful trading under the Insolvency Act 1986 - i.e. continuing to trade where the board knew, or ought to have known, that the company is insolvent;
# fraudulent trading;
# acting as a company director when disqualified;
# failure to comply with relevant statutory requirements - in areas such as health & safety, data protection, trade descriptions, deducting PAYE from employees etc.


If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons.
Trustees who have behaved honestly are unlikely to suffer financial loss as a result of their trusteeship.  The Charity Commission states that "if trustees act prudently, lawfully and in accordance with their governing instrument then any liabilities they incur as trustees can be met out of the charity's resources".


== Signatures ==
== Signatures ==
 
Trustees are asked to digitally sign the code, below. Alternatively you can physically sign a printed version of the code that will be stored at the [[Office]].
Trustees are asked to digitally sign the code, below. Alternatively trustees can physically sign a printed version of the code that will be stored at the [[Office]].


=== Current signatures ===
=== Current signatures ===
* [[User:The Land|The Land]] ([[User talk:The Land|talk]]) 13:17, 21 June 2012 (UTC)
* ''Note, [[Board#Greyham Dawes|Greyham Dawes]] has signed a paper copy, but not this online version.''
* [[User:MichaelMaggs|MichaelMaggs]] ([[User talk:MichaelMaggs|talk]]) 06:39, 13 June 2013 (UTC)
* ''Note, [[Board#Carol Campbell|Carol Campbell]] has signed a paper copy, but not this online version.''
* ''Note, [[Board#Kate West|Kate West]] has signed a paper copy, but not this online version.''
* [[User:RexxS|RexxS]] ([[User talk:RexxS|talk]]) 14:45, 29 July 2015 (BST)
* Josie Fraser 11.58, 3 July 2015 (BST)
* [https://wikimedia.org.uk/wiki/User:Nickpoole12 Nickpoole12] (Nick Poole) 09.03, 17 August 2015 (BST)
* [[Board#Gill Hamilton|Gill Hamilton]] 15:25, 21 August 2015 (BST)


=== Past signatures ===
=== Past signatures ===
 
* [[User:Joscelyn|Joscelyn]] ([[User talk:Joscelyn|talk]]) 12:12, 7 June 2012 (UTC) (Resigned 31 August 2012)
* [[User:Victuallers|Victuallers]] ([[User talk:Victuallers|talk]]) 16:08, 27 June 2012 (UTC) (Resigned 19 September 2012)
* [[User:Johnbod|Johnbod]] ([[User talk:Johnbod|talk]]) 00:40, 22 May 2012 (UTC) (Resigned 1 February 2013)
* [[User:RexxS|RexxS]] ([[User talk:RexxS|talk]]) 22:29, 17 May 2012 (UTC) (Retired 8 June 2013)
* [[User:Fæ|Fæ]] ([[User talk:Fæ|talk]]) 16:05, 21 May 2012 (UTC) (Resigned 13 July 2013)
* [[User:Mike Peel|Mike Peel]] ([[User talk:Mike Peel|talk]]) 20:42, 17 May 2012 (UTC)
* ''Note, [[Board#Padmini Ray Murray|Padmini Ray Murray]] has signed a paper copy, but not this online version.''
* ''Note, [[Board#Saad_Choudri|Saad Choudri]] has signed a paper copy, but not this online version.''
* [[User:Alastair McCapra|Alastair McCapra]] ([[User talk:Alastair McCapra|talk]]) 21:09, 12 June 2013 (UTC)
* [[User:Seddon|Seddon]] ([[User talk:Seddon|talk]]) 20:23, 24 February 2014 (UTC) ''has also signed a paper copy in addition to this online version''
* ''Note, [[Board#Simon Knight|Simon Knight]] has signed a paper copy, but not this online version.''


[[Category:Policies]]
[[Category:Policies]]
[[Category:Board]]
[[Category:Board]]

Revision as of 17:05, 7 November 2015

This policy was approved by the Board on 8 May 2012 . (approved revision, subsequent changes)
Changes to this policy are subject to board approval, and should be proposed either on the talk page or the Engine room
All Board members are required to sign this code of conduct. The Chair is responsible for monitoring compliance with this Code and escalating any issues arising.
Approval history:

8 May 2012 - Approval (approved revision)

I will respect and uphold the values of Wikimedia UK (WMUK), in particular:

  • To value the contribution of volunteers
  • To encourage, involve and engage volunteers
  • To recognise that the contribution of volunteers is central to the activity of the organisation
  • To be transparent and open
  • To promote the value of free and open licences
  • To have respectful and professional working relationships internally and externally
  • To promote an open approach to learning and knowledge

General

I will act within the constitution of WMUK and the law, and abide by the policies and procedures of the organisation. This includes having a knowledge of the contents of the constitution and relevant policies and procedures.

I will support the objects and mission of WMUK, championing it, using any skills or knowledge I have to further that mission and seeking expert advice where appropriate.

I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including sitting on sub-committees.

I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse not to disclose matters that should be transparent and open.

I will develop and maintain a sound and up-to-date knowledge of WMUK and its environment. This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates and the nature and extent of its work.

I will use WMUK’s resources responsibly, and when claiming expenses will do so in line with WMUK procedures and policies.

I will seek to be accountable for my actions as a trustee of WMUK, and will submit myself to whatever scrutiny is appropriate.

I accept my responsibility to ensure that WMUK is well run and will raise issues and questions in an appropriate and sensitive way to ensure that this is the case.

Managing Interests

I will not gain materially or financially from my involvement with WMUK unless specifically authorised to do so.

I will act in the best interests of WMUK as a whole, and not as a representative of any group – considering what is best for WMUK and its present and future beneficiaries and avoiding bringing WMUK into disrepute.

Unless authorised, I will not put myself in a position where my personal interests conflict with my duty to act in the interests of the organisation. Where there is a conflict of interest I will ensure that this is managed effectively in line with WMUK's Conflict of Interest Policy.

I understand that a failure to declare a conflict of interest may be considered to be a breach of this code.

Meetings

I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I cannot regularly attend meetings I will consider whether there are other ways I can engage with WMUK.

I will do my utmost to prepare fully for all meetings and work for the organisation. This will include reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.

I will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, listening carefully, challenging sensitively and avoiding conflict.

I will participate in collective decision making, accept a majority decision of the board and will not act individually unless specifically authorised to do so.

I will participate in decision making processes that take place between meetings, including those via email or telephone.

Governance

I will actively contribute towards improving the governance of the trustee board, participating in induction and training and sharing ideas for improvement with the board.

I will help to identify good candidates for trusteeship at WMUK and encourage those candidates to put themselves forward for election to the Board.

Relations with others

I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK. I will respect diversity, different roles and boundaries, and avoid giving offence.

I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will seek to understand and respect the difference between these roles. Where I also volunteer with the organisation I will maintain the separation of my role as a trustee and as a volunteer.

I will seek to support and encourage all those I come into contact with at WMUK.

Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee.

Leaving the Board

I understand that substantial breach of any part of this code may result in procedures being put in motion that may result in my being asked to resign from the trustee board.

Should this happen I will be given the opportunity to be heard. In the event that I am asked to resign from the board I will accept the majority decision of the board in this matter and resign at the earliest opportunity, if necessary involving the procedure under Article 4.4.

If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons for leaving.

Signed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Appendices

Nolan Committee Requirements

Background information is at Committee on Standards in Public Life

In addition to the duties and liabilities of the Trustees the Nolan Committee on Standards in Public Life (1994) identified personal standards of conduct for directors, based on seven principles.

Trustees of Wikimedia UK should act with:

  • Selflessness: Trustees of Wikimedia UK have a general duty to act in the best interests of Wikimedia UK as a whole. They should not gain financial or other material benefits for themselves, their family, their friends or the organisation they come from or represent.
  • Integrity: They should avoid actual impropriety and avoid any appearance of improper behaviour. They should not place themselves under any financial or other obligation to individuals or organisations that might seek to influence them in the performance of their role as Trustees of Wikimedia UK.
  • Objectivity: In carrying out their role, including making appointments (staff or trustee appointments) awarding contracts, recommending individuals for rewards and benefits or transacting other business the Trustees should ensure that decisions are made solely on merit.
  • Accountability: The Trustees have a duty to comply with the law on all occasions, in accordance with the trust placed in them and in such a way as to preserve public confidence in Wikimedia, and are accountable for their decisions and actions to the public, funders and service users. They must submit themselves to what scrutiny is appropriate to their role.
  • Openness: The Trustees must ensure that confidential material, including material about individuals is handled in accordance with due care and should be as open as possible about their decisions and action that they take. They should give reasons for their decisions and restrict information only when the wider interest clearly demands.
  • Honesty: The Trustees have a duty to declare any interests relating to their trustee role and to take steps to resolve any conflicts that may arise. Where private interests of a trustee conflict with their trustee duties they must resolve the conflict in favour of their trustee role. They must make relevant declarations of interest in the different circumstances and roles they play both within and outside Wikimedia.
  • Leadership: The Trustees should promote and support the principles of leadership by example. They must respect the role of the Chief Executive.

Trustees Liabilities

Trustees/Directors of incorporated charities, i.e. those which are companies limited by guarantee, are treated in the same way as any director of a limited company. The company is a "legal person" and its directors are not liable for the debts of the company beyond the sum they have guaranteed if they are "members" of the company. Directors are also not liable in contract or tort (a civil wrong), although recently courts have held directors liable for criminal actions of the company.

Trustees can be held personally liable for:

  1. breach of trust under charity law - e.g. spending the charity's funds on an activity which is outside its legal objects/losses from speculative investments/un-permitted political activity;
  2. breach of fiduciary and statutory duties - e.g. using the charity's assets to procure a benefit for the trustees/making a loan to a trustee;
  3. wrongful trading under the Insolvency Act 1986 - i.e. continuing to trade where the board knew, or ought to have known, that the company is insolvent;
  4. fraudulent trading;
  5. acting as a company director when disqualified;
  6. failure to comply with relevant statutory requirements - in areas such as health & safety, data protection, trade descriptions, deducting PAYE from employees etc.

Trustees who have behaved honestly are unlikely to suffer financial loss as a result of their trusteeship. The Charity Commission states that "if trustees act prudently, lawfully and in accordance with their governing instrument then any liabilities they incur as trustees can be met out of the charity's resources".

Signatures

Trustees are asked to digitally sign the code, below. Alternatively you can physically sign a printed version of the code that will be stored at the Office.

Current signatures

Past signatures

  • Joscelyn (talk) 12:12, 7 June 2012 (UTC) (Resigned 31 August 2012)
  • Victuallers (talk) 16:08, 27 June 2012 (UTC) (Resigned 19 September 2012)
  • Johnbod (talk) 00:40, 22 May 2012 (UTC) (Resigned 1 February 2013)
  • RexxS (talk) 22:29, 17 May 2012 (UTC) (Retired 8 June 2013)
  • Fæ (talk) 16:05, 21 May 2012 (UTC) (Resigned 13 July 2013)
  • Mike Peel (talk) 20:42, 17 May 2012 (UTC)
  • Note, Padmini Ray Murray has signed a paper copy, but not this online version.
  • Note, Saad Choudri has signed a paper copy, but not this online version.
  • Alastair McCapra (talk) 21:09, 12 June 2013 (UTC)
  • Seddon (talk) 20:23, 24 February 2014 (UTC) has also signed a paper copy in addition to this online version
  • Note, Simon Knight has signed a paper copy, but not this online version.
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