Delegation of authority policy

ARTICLE I - PURPOSE

1. Purpose. The purpose of this amended and restated Delegation of Authority Policy ("Policy") is to set forth the scope and limits of the authority which the Board of Directors ("Board") of Wikimedia District of Columbia (the "Corporation") has delegated to the President of the Corporation ("President") pursuant to Article VII, Paragraph 2, Section i of the Corporation's Bylaws.

2. Intent. In adopting this policy, it is the intent of the Board to enable the President to undertake such actions as are necessary to conduct the day-to-day business of the Corporation without requiring that each such action be the subject of a specific prior authorization by the Board.

ARTICLE II - GENERAL

1. Authority of the President. Except as otherwise stated within this Policy, the President shall have full authority to approve transactions, enter into agreements, and carry out any other actions necessary to conduct the ordinary course of the Corporation's business.

2. Delegation of Authority to Officers. The President may, at his or her discretion, delegate all or part of the authority granted by this Policy to another Officer of the Corporation ("Officer"), provided that such delegation does not contravene any provision of the Corporation's Bylaws or any applicable state or federal laws. For the purposes of this Policy, the Officers shall be those persons so identified in Article VII of the Corporation's Bylaws. The President shall promptly inform the Board as to the extent of any delegation of authority made pursuant to this provision.

3. Delegation of Authority to Non-Officers. The President shall not delegate any portion of the authority granted by this Policy to any person who is not an Officer without the specific prior approval of the Board.

4. Reporting. The President shall report all transactions, agreements, and other actions taken pursuant to this Policy to the Board at the first regular meeting of the Board following each such action.

5. Consultation. Where feasible, the President shall invite the Board to comment on any planned transaction, agreement, or other action taken pursuant to this Policy prior to approving it.

ARTICLE III - FISCAL MATTERS

1. Borrowing Funds. The President shall not borrow funds, with or without security, on behalf of the Corporation without the specific prior approval of the Board.

2. Liens. The President shall not grant a lien on any asset held by the Corporation without the specific prior approval of the Board.

3. Guarantees. The President shall not undertake any guarantee, nor offer indemnity to any person or persons, without the specific prior approval of the Board.

4. Bank Accounts. The President shall not open or close any bank account in the Corporation's name except under the conditions required by the Fiscal Control Policy, unless a resolution of the Board authorizes otherwise.

5. Depositing Funds. The President shall not cause monies paid to the Corporation to be deposited into any bank account not held in the Corporation's name without the specific prior approval of the Board.

6. Disposal of Capital Assets. The President shall not sell, cause to be sold, or otherwise dispose of any capital asset held by the Corporation without the specific prior approval of the Board.

7. Capital Expenditures. The President shall not approve, make, or direct to be made any capital expenditure of a sum greater than $1,000 from the Corporation's funds without the specific prior approval of the Board.

8. Non-Capital Expenditures. The President shall not approve, make, or direct to be made any non-capital expenditure of a sum greater than $2,500 from the Corporation's funds without the specific prior approval of the Board.

9. Insurance Policies. The President shall not enter into any agreement regarding the purchase of insurance policies on behalf of the Corporation, nor modify or terminate any such agreement, without the specific prior approval of the Board.

10. Leases. The President shall not enter into, modify, or terminate any lease of real estate without the specific prior approval of the Board.

ARTICLE IV - LEGAL MATTERS

1. Litigation. The President shall not engage in litigation or threats of litigation without the specific prior approval of the Board.

2. Settling Claims. The President shall not settle any litigation claim, including any claim related to an administrative proceeding before a governmental or regulatory agency, without the specific prior approval of the Board.

3 Powers of Attorney. The President shall not execute any power of attorney without the specific prior approval of the Board.

ARTICLE V - PAID STAFF

1. Hiring and Firing of Paid Staff. The President shall not hire or fire any paid staff persons, whether payroll employees or contractors, without the specific prior approval of the Board.

2. Employment Agreements. The President shall not enter into any agreement with any potential employee or contractor regarding the terms of their employment or engagement without the specific prior approval of the Board.

3. Severance Agreements. The President shall not enter into any severance agreement without the specific prior approval of the Board.

4. Bonuses. The President shall not approve any bonus or incentive plan without the specific prior approval of the Board.

ARTICLE VI - MISCELLANEOUS MATTERS

1. Legislation. The President shall not make any statement on behalf of the Corporation regarding any current or future legislation, whether at the federal, state, or local level, without the specific prior approval of the Board.

2. Relationship with Wikimedia Foundation. The President shall not terminate the Chapter Agreement between the Corporation and the Wikimedia Foundation, nor take any action that would be prejudicial to the Corporation's ability to comply with the terms of said agreement, without the specific prior approval of the Board.

3. Tax-Exempt Status. The President shall not take any action that would be prejudicial to the Corporation's ability to obtain or maintain standing as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code without the specific prior approval of the Board.