Difference between revisions of "Record retention policy"

Latest revision as of 21:45, 21 February 2016

ARTICLE I – PURPOSE AND SCOPE

1. Purpose. The purpose of this Record Retention Policy ("Policy") is to define the practices used by Wikimedia District of Columbia ("Wikimedia DC") to ensure proper treatment of corporate records and to comply with applicable statutory and regulatory record retention requirements, including the District of Columbia Nonprofit Corporation Act (the "Act").

ARTICLE II – GENERAL PROVISIONS

1. Adoption of Schedules. From time to time, Wikimedia DC may establish retention schedules for specific categories of documents or records. While minimum retention periods are established throughout this Policy, the retention of documents and records shall be determined primarily by the application of general guidelines and best practices affecting document retention, the need to retain particular documents and records for ongoing use in Wikimedia DC operations, as well as the exception for litigation-relevant documents and any other pertinent factors.

2. Form of Records. Documents and records may be maintained in paper or electronic form, and retention of an electronic form of a document or record shall be deemed sufficient to meet the retention requirements set forth in this Policy.

3. Legal Requirements. No provision of this Policy shall be interpreted in a manner that conflicts with any applicable law or regulation. It is the policy of Wikimedia DC to comply with all applicable laws and regulations at all times.

ARTICLE III – LITIGATION AND INVESTIGATIONS

1. Indefinite Retention. Notwithstanding any other provision of this Policy, or any schedule that may be adopted pursuant to this Policy, any records that are relevant, or are believed to be relevant, to any ongoing or anticipated litigation, proceeding, or government investigation, shall be retained until it is subsequently determined that such records are no longer needed.

2. Authority. For the purposes of this Policy, the President, the Secretary, the Chair of the Audit Committee, or any legal counsel retained by Wikimedia DC shall be authorized to determine whether a record, or class of records, shall be subject to indefinite retention under this Article.

ARTICLE IV – CORPORATE RECORDS

1. Definition. Wikimedia DC shall maintain certain records which are required to be maintained by a nonprofit corporation under the provisions of the Act (the "Corporate Records"), which shall consist of the following:

(a) Articles of Incorporation. The articles of incorporation or restated articles of incorporation of Wikimedia DC, and all amendments to them currently in effect.

(b) Bylaws. The bylaws or restated bylaws of Wikimedia DC, and all amendments to them currently in effect

(c) List of Directors and Officers. A list of the names and addresses of the current Directors and Officers of Wikimedia DC.

(d) List of Members. A list of the names and addresses of all members of Wikimedia DC, in alphabetical order, showing the number of votes each member is entitled to cast.

(e) Minutes. Minutes of all meetings of the members or of Board of Directors of Wikimedia DC; a record of all actions taken by the members or by the Board of Directors of Wikimedia DC without a meeting; and a record of all actions taken by a committee of the Board of Directors of Wikimedia DC on behalf of the corporation.

(f) Communications. All communications in the form of a record to the members of Wikimedia DC.

(g) Biennial Report. The most recent biennial report delivered by Wikimedia DC to the Mayor of the District of Columbia.

2. Retention. Notwithstanding any other provision of this Policy, or any schedule that may be adopted pursuant to this Policy, all Corporate Records shall be retained permanently.

3. Inspection. Wikimedia DC shall allow persons to inspect and copy the Corporate Records as follows:

(a) Inspection by Directors and Officers. The Directors and Officers of Wikimedia DC shall be entitled to inspect and copy Corporate Records at any reasonable time to the extent reasonably related to the performance of their duties as Directors and Officers, respectively.

(b) Inspection by Members. The members of Wikimedia DC shall be entitled to inspect and copy the Corporate Records, or excerpts thereof, to the extent set for in Subchapter XIII of the Act, and subject to the requirements therein.

(c) Inspection of Membership List. To the extent permitted by law, Wikimedia DC shall utilize the procedures set forth in §29-405.20(f) of the Act with regard to any request to inspect its membership list.

ARTICLE V – RETENTION SCHEDULE

1. Permanent Retention. The following classes of documents and records shall be retained permanently:

(a) Documents related to Wikimedia DC's tax status, including Internal Revenue Service ("IRS") Form 1023 and the associated IRS tax exemption determination letter.

(b) Retirement and pension records.

(c) Press releases and other public filings.

(d) Records of any intellectual property Wikimedia DC may hold.

(e) Financial statements, evidence of financial transactions such as payment instruments for significant purchases, and depreciation schedules.

(f) Expired insurance policies, insurance records, accident reports, and insurance claims.

(g) External audit reports.

(h) Contribution records and documents evidencing terms of restricted gifts.

2. Retention for Ten Years. The following classes of documents and records shall be retained for at least ten (10) years:

(a) Legal files, unless Wikimedia DC's counsel determines a longer retention period is appropriate.

3. Retention for Seven Years. The following classes of documents and records shall be retained for at least seven (7) years:

(a) Tax records, including, but not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning Wikimedia DC's revenues.

(b) Personnel and employment records, including performance reviews, complaints brought against Wikimedia DC and/or other employees, and memoranda concerning the foregoing.

(c) Inventories of products, materials, and supplies.

(d) Accounts payable ledgers.

4. Retention for Three Years. The following classes of documents and records shall be retained for at least three (3) years:

(a) Employment applications.

(b) Marketing and sales documents.

(c) Contracts, leases, licenses, and other such documentation of commercial agreements, following the expiration of such agreements.

(e) Bank reconciliations, bank statements, deposit slips, and checks.

(f) Internal audit reports.

@@ Line 1: / Line 1: @@
+{{color bar header|title=Record Retention Policy|toc=yes}}
-'''This is a draft for consideration at the August Board Meeting.'''
+==ARTICLE I – PURPOSE AND SCOPE==
-==Introduction==
+. <u>Purpose</u>. The purpose of this Record Retention Policy ("Policy") is to define the practices used by Wikimedia District of Columbia ("Wikimedia DC") to ensure proper treatment of corporate records and to comply with applicable statutory and regulatory record retention requirements, including the District of Columbia Nonprofit Corporation Act (the "Act").
-Record retention and document destruction are distinct but complementary issues. Record retention balances the need for an organization to maintain accurate and appropriate files with the challenge of limited physical and electronic space for archives. All businesses need to keep documents that preserve institutional history for strategic planning, regulatory compliance, and legal purposes.
-The Sarbanes-Oxley Act of 2002 forbids purging of documents when any organization — nonprofit or for- profit — is under federal investigation. Document destruction policies provide guidelines for the proper disposal of records and prevent destruction of relevant documentation if the organization is involved in litigation.
-It is a federal crime to alter, cover up, falsify, or destroy any document to prevent its use in an official proceeding. Retention and destruction policies are helpful under any circumstances. When already in place, these policies not only help nonprofits retain appropriate historical and legal documentation, but they also clarify the steps to take if a federal investigation ever takes place.
-==Record Retention and Document Destruction Policy==
-The Wiki Society of Washington D.C., Inc. (“Society”) takes seriously its obligations to preserve information relating to litigation, audits, and investigations. The Sarbanes-Oxley Act of 2002 makes it a crime to alter, cover up, falsify, or destroy any document to prevent its use in an official proceeding. Failure on the part of employees to follow this policy can result in possible civil and criminal sanctions against the Society and its employees, directors and officers and possible disciplinary action against responsible individuals up to and including termination of employment.
+==ARTICLE II – GENERAL PROVISIONS==
-The Society will retain documents in accordance with Generally Accepted Accounting Practices and applicable laws.
+. <u>Adoption of Schedules</u>. From time to time, Wikimedia DC may establish retention schedules for specific categories of documents or records.  While minimum retention periods are established throughout this Policy, the retention of documents and records shall be determined primarily by the application of general guidelines and best practices affecting document retention, the need to retain particular documents and records for ongoing use in Wikimedia DC operations, as well as the exception for litigation-relevant documents and any other pertinent factors.
-From time to time, the President, Chair of the Legal Committee, or the Chair of the Audit Committee may issue a “legal hold,” suspending the destruction of any records due to pending, threatened, or otherwise reasonably foreseeable litigation, audits, government investigations, or similar proceedings. Notice of a legal hold shall be posted on the internal email list of the Society. No records specified in any legal hold may be destroyed, even if the scheduled destruction date has passed, until the legal hold is withdrawn in writing by the person placing the hold, unless said destruction is required by law.
+. <u>Form of Records</u>. Documents and records may be maintained in paper or electronic form, and retention of an electronic form of a document or record shall be deemed sufficient to meet the retention requirements set forth in this Policy.
-Records may be destroyed by any means that ensures that any Personally Identifiable Information (PII) is irrevocably inaccessible. Personally Identifiable Information refers to information which can be used to distinguish or trace an individual’s identity, including (but not limited to) their name, social security number, biometric records, credit card information, date or place of birth, mother’s maiden name, or other information that either alone, or in combination with other personal or identifying information is linked or linkable to a specific individual.
+. <u>Legal Requirements</u>. No provision of this Policy shall be interpreted in a manner that conflicts with any applicable law or regulation. It is the policy of Wikimedia DC to comply with all applicable laws and regulations at all times.
+==ARTICLE III – LITIGATION AND INVESTIGATIONS==
+. <u>Indefinite Retention</u>. Notwithstanding any other provision of this Policy, or any schedule that may be adopted pursuant to this Policy, any records that are relevant, or are believed to be relevant, to any ongoing or anticipated litigation, proceeding, or government investigation, shall be retained until it is subsequently determined that such records are no longer needed.
+. <u>Authority</u>. For the purposes of this Policy, the President, the Secretary, the Chair of the Audit Committee, or any legal counsel retained by Wikimedia DC shall be authorized to determine whether a record, or class of records, shall be subject to indefinite retention under this Article.
+==ARTICLE IV – CORPORATE RECORDS==
+. <u>Definition</u>. Wikimedia DC shall maintain certain records which are required to be maintained by a nonprofit corporation under the provisions of the Act (the "Corporate Records"), which shall consist of the following:
+:(a) <u>Articles of Incorporation</u>. The articles of incorporation or restated articles of incorporation of Wikimedia DC, and all amendments to them currently in effect.
+:(b) <u>Bylaws</u>. The bylaws or restated bylaws of Wikimedia DC, and all amendments to them currently in effect
+:(c) <u>List of Directors and Officers</u>. A list of the names and addresses of the current Directors and Officers of Wikimedia DC.
+:(d) <u>List of Members</u>. A list of the names and addresses of all members of Wikimedia DC, in alphabetical order, showing the number of votes each member is entitled to cast.
+:(e) <u>Minutes</u>. Minutes of all meetings of the members or of Board of Directors of Wikimedia DC; a record of all actions taken by the members or by the Board of Directors of Wikimedia DC without a meeting; and a record of all actions taken by a committee of the Board of Directors of Wikimedia DC on behalf of the corporation.
+:(f) <u>Communications</u>. All communications in the form of a record to the members of Wikimedia DC.
+:(g) <u>Biennial Report</u>. The most recent biennial report delivered by Wikimedia DC to the Mayor of the District of Columbia.
+. <u>Retention</u>. Notwithstanding any other provision of this Policy, or any schedule that may be adopted pursuant to this Policy, all Corporate Records shall be retained permanently.
+. <u>Inspection</u>. Wikimedia DC shall allow persons to inspect and copy the Corporate Records as follows:
+:(a) <u>Inspection by Directors and Officers</u>. The Directors and Officers of Wikimedia DC shall be entitled to inspect and copy Corporate Records at any reasonable time to the extent reasonably related to the performance of their duties as Directors and Officers, respectively.
+:(b) <u>Inspection by Members</u>. The members of Wikimedia DC shall be entitled to inspect and copy the Corporate Records, or excerpts thereof, to the extent set for in Subchapter XIII of the Act, and subject to the requirements therein.
+:(c) <u>Inspection of Membership List</u>. To the extent permitted by law, Wikimedia DC shall utilize the procedures set forth in §29-405.20(f) of the Act with regard to any request to inspect its membership list.
+==ARTICLE V – RETENTION SCHEDULE==
+. <u>Permanent Retention</u>. The following classes of documents and records shall be retained permanently:
+: (a) Documents related to Wikimedia DC's tax status, including Internal Revenue Service ("IRS") Form 1023 and the associated IRS tax exemption determination letter.
+: (b) Retirement and pension records.
+: (c) Press releases and other public filings.
+: (d) Records of any intellectual property Wikimedia DC may hold.
+: (e) Financial statements, evidence of financial transactions such as payment instruments for significant purchases, and depreciation schedules.
+: (f) Expired insurance policies, insurance records, accident reports, and insurance claims.
+: (g) External audit reports.
+: (h) Contribution records and documents evidencing terms of restricted gifts.
+. <u>Retention for Ten Years</u>. The following classes of documents and records shall be retained for at least ten (10) years:
+: (a) Legal files, unless Wikimedia DC's counsel determines a longer retention period is appropriate.
+. <u>Retention for Seven Years</u>. The following classes of documents and records shall be retained for at least seven (7) years:
+: (a) Tax records, including, but not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning Wikimedia DC's revenues.
+: (b) Personnel and employment records, including performance reviews, complaints brought against Wikimedia DC and/or other employees, and memoranda concerning the foregoing.
+: (c) Inventories of products, materials, and supplies.
+: (d) Accounts payable ledgers.
+. <u>Retention for Three Years</u>. The following classes of documents and records shall be retained for at least three (3) years:
+: (a) Employment applications.
+: (b) Marketing and sales documents.
+: (c) Contracts, leases, licenses, and other such documentation of commercial agreements, following the expiration of such agreements.
+: (e) Bank reconciliations, bank statements, deposit slips, and checks.
+: (f) Internal audit reports.
+[[Category:Policies]]