TY 2017 Form 990 Schedule O

efile Public Visual Render ObjectId: 201931359349313878 - Submission: 2019-05-15 TIN: 20-0049703

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
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Attach to Form 990 or 990-EZ.
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Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2017

Open to Public
Inspection

Name of the organization

WIKIMEDIA FOUNDATION INC

Employer identification number

20-0049703

Return Reference	Explanation
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 AND EXTERNAL ACCOUNTING FIRM 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, EXECUTIVES, 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 COMPLETES 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.
Form 990 Part VI Line 15a	THE WIKIMEDIA FOUNDATION BOARD OF TRUSTEES IS RESPONSIBLE FOR APPROVING THE COMPENSATION OF THE EXECUTIVE DIRECTOR. FOR 2017 COMPENSATION, THE BOARD OF TRUSTEES, ALL INDEPENDENT MEMBERS, REVIEWED THE PROPOSED COMPENSATION, AND MADE A DECISION BASED ON COMPENSATION DATA FROM COMPARABLE ORGANIZATIONS. THE BOARD OF TRUSTEES DELIBERATIONS AND DECISION WERE CONTEMPORANEOUSLY DOCUMENTED, INCLUDING WHO ATTENDED AND VOTED AND A DESCRIPTION OF THE COMPARABLE DOCUMENTATION USED AND HOW IT WAS OBTAINED.
Form 990 Part VI, line 19	The organization's website includes links to its governing documents, its conflict of interest policy and its audited financial statements. https://foundation.wikimedia.org/wiki/Bylaws https://foundation.wikimedia.org/wiki/Conflict_of_interest_policy https://wikimediafoundation.org/about/financial-reports/
Form 990 Part XI, Line 5	Return of Unused Grant $ 94,431

Return Reference

Explanation

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 AND EXTERNAL ACCOUNTING FIRM 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, EXECUTIVES, 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 COMPLETES 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.

Form 990 Part VI Line 15a

THE WIKIMEDIA FOUNDATION BOARD OF TRUSTEES IS RESPONSIBLE FOR APPROVING THE COMPENSATION OF THE EXECUTIVE DIRECTOR. FOR 2017 COMPENSATION, THE BOARD OF TRUSTEES, ALL INDEPENDENT MEMBERS, REVIEWED THE PROPOSED COMPENSATION, AND MADE A DECISION BASED ON COMPENSATION DATA FROM COMPARABLE ORGANIZATIONS. THE BOARD OF TRUSTEES DELIBERATIONS AND DECISION WERE CONTEMPORANEOUSLY DOCUMENTED, INCLUDING WHO ATTENDED AND VOTED AND A DESCRIPTION OF THE COMPARABLE DOCUMENTATION USED AND HOW IT WAS OBTAINED.

Form 990 Part VI, line 19

The organization's website includes links to its governing documents, its conflict of interest policy and its audited financial statements. https://foundation.wikimedia.org/wiki/Bylaws https://foundation.wikimedia.org/wiki/Conflict_of_interest_policy https://wikimediafoundation.org/about/financial-reports/

Form 990 Part XI, Line 5

Return of Unused Grant $ 94,431

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2017

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