ARTICLE I - PURPOSE AND SCOPE
1. Purpose. The purpose of this Election Policy ("Policy") is to restate and further describe the procedures used by Wikimedia District of Columbia to conduct the election of its Board of Directors (the "Board").
2. Scope. This Policy applies to any election of one or more Directors by the members of Wikimedia District of Columbia pursuant to the applicable provisions of the Bylaws of Wikimedia District of Columbia (the "Bylaws"). It does not apply to any appointment of Directors made by the Board itself in accordance with certain other provisions of the Bylaws.
ARTICLE II - GENERAL PROVISIONS
1. Authority. All elections conducted under this Policy shall be carried out pursuant to the provisions of the District of Columbia Nonprofit Corporation Act (the "Act") and of the Bylaws.
2. 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 District of Columbia to comply with all applicable laws and regulations at all times.
ARTICLE III - ELECTION COMMITTEE
1. Election Committee. The Election Committee shall be a special committee of the Board of Directors, which shall be convened prior to the commencement of any election under this Policy, and which shall disband following the conclusion of said election.
2. Composition of the Election Committee. The Election Committee shall consist of all Directors of Wikimedia District of Columbia who shall not themselves be Candidates; or, in the event that no Director is eligible under such criterion, of three (3) members in good standing of Wikimedia District of Columbia who shall not themselves be Candidates, nor have any conflict of interest with regard to any Candidate.
3. Role of the Election Committee. The role of the Election Committee shall be:
- (a) To solicit and collect nomination statements from the Candidates;
- (b) To verify the eligibility of each Candidate, and to prepare a final list of eligible Candidates;
- (c) To publish Candidates' individual statements and disclosures; and
- (d) To collect and tally all ballots cast in the election.
4. Reporting. The Election Committee shall report on the results of each election in the form of a statement as described in Article VII, Paragraph 5 of this Policy, and shall publish said statement, the ballot delivered to the members, and any exhibits to said ballot following the conclusion of the election.
ARTICLE IV - CANDIDATE ELIGIBILITY
1. Eligibility Criteria. In order to be eligible for election to the Board, an individual seeking election (the "Candidate") shall be required to comply with all of the following criteria:
- (a) Membership. The Candidate shall be a member in good standing of Wikimedia District of Columbia.
- (b) Majority. The Candidate shall be at least eighteen (18) years of age, or have otherwise attained legal majority.
- (c) Sound Mind. The Candidate shall not have been declared to be of unsound mind by a final order of court.
- (d) No Breach of Duty. The Candidate shall not have been found by a final order of court to have breached a duty as a director under the Act.
- (e) No Prohibiting Order. The Candidate shall not be subject to any final order of court prohibiting the Candidate from serving as a director.
- (f) Clean Hands. The Candidate shall not owe more than one hundred dollars ($100) in outstanding debt to the District of Columbia.
ARTICLE V - CANDIDATE DISCLOSURE
1. Mandatory Disclosures. Each Candidate shall be required to make certain disclosures as part of said Candidate's nomination statement:
- (a) Conflict of Interest. Whether the Candidate has a direct or indirect financial interest in any ongoing or planned transaction or arrangement undertaken by Wikimedia District of Columbia;
- (b) Conflict of Duty. Whether the Candidate is subject to any law, regulation, agreement, or other covenant, whether as a condition of employment by a party other than Wikimedia District of Columbia or otherwise, that would prevent the Candidate from taking full part in the deliberations of the Board, or that would require the Candidate to excuse themselves from such deliberations in circumstances other than those related to a financial conflict of interest;
- (c) Felony Convictions. Whether the candidate has, in the past ten (10) years, been convicted of any felony;
- (d) Relationship with Wikimedia Organizations. Whether the Candidate is an employee, director, officer, or agent of the Wikimedia Foundation, or of any Wikimedia chapter other than Wikimedia District of Columbia; or otherwise holds a fiduciary duty to said organizations; and
- (e) Relationship with Wikimedia Projects. Whether the Candidate has ever participated in any project operated by the Wikimedia Foundation or any Wikimedia chapter; and, if so, whether the Candidate has ever been subject to disciplinary action (including, but not limited to, the imposition of any restriction on the Candidate's ability to fully and freely participate in said project) by the community of said project, or by any body convened for the purpose of undertaking such disciplinary action on said project.
2. Refusal to Disclose. In the event that a Candidate refuses to make any or all of the disclosures required by Section 1 of this Article, said Candidate shall remain eligible for election; but the Election Committee shall annotate the Candidate's election statement, prior to the publication thereof, to state that the Candidate refused to make said disclosures.
ARTICLE VI - NOMINATION PROCESS
1. Solicitation of Candidates. No less than fourteen (14) days prior to the commencement of an election under this Policy, the Election Committee shall publish a notice soliciting candidacies for said election. The notice shall be published electronically on the website of Wikimedia District of Columbia; and may be further published in any venue and by any means which the Election Committee determines in its discretion.
2. Manner of Nomination. A Candidate shall declare their candidacy by submitting a statement to the Election Committee pursuant to the provisions of this Policy and any specific instructions contained in the solicitation notice. Each Candidate shall be required to submit their statement no later than the last day prior to the commencement of the election, as specified in the solicitation notice.
3. Candidate Statement. A Candidate's statement shall consist of four parts, as follows:
- (a) Name. The full legal name of the Candidate;
- (b) Certification of Eligibility. A statement from the Candidate certifying that the Candidate meets the eligibility criteria listed in Article IV hereof;
- (c) Nomination Statement. A nomination statement from the Candidate, consisting of no more than five hundred (500) words; and
- (d) Disclosures. A statement regarding each mandatory disclosure listed in Article V hereof.
4. Publication of Candidate Statement. The Election Committee, having verified the eligibility of a Candidate, shall publish the Candidate's statement, in conjunction with any annotations made pursuant to Article V, Section 2 hereof, on the website of Wikimedia District of Columbia.
ARTICLE VII - BALLOTS
1. List of Candidates. Within forty-eight (48) hours of the commencement of an election under this Policy, the Election Committee shall prepare and certify a final list of eligible Candidates, and shall provide such list to the Secretary of Wikimedia District of Columbia (the "Secretary").
2. Distribution of Ballots. Within forty-eight (48) hours of receiving the final list of Candidates from the Election Committee, the Secretary shall prepare and deliver a ballot to each member of Wikimedia District of Columbia entitled to vote in the election.
3. Form of Ballot. The ballot:
- (a) Shall be in the form of a record;
- (b) Shall provide an opportunity to vote for, or withhold a vote for, each Candidate
- (c) Shall indicate the number of responses needed to meet the quorum requirements; and
- (d) Shall specify the time by which a ballot must be received in order to be counted.
4. Duration of Voting. The time by which a ballot must be received in order to be counted shall be no less than twenty (20) days, nor more than thirty (30) days, from the date on which the Secretary shall deliver said ballot.
5. Counting of Ballots. No later than seventy-two (72) hours after the time by which ballots must be received in order to be counted, the Election Committee shall collect and count the ballots, and shall certify and issue a statement containing the total number of votes cast for each eligible Candidate and the list of Candidates who are thereby elected to the Board pursuant to the applicable provisions of the Act and the Bylaws.