Audit Committee resolution

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Status: Historical

Resolution

1. The Advisory Committee Policy is amended by striking Article III, Paragraph 2(e).

2. The Fiscal Control Policy is amended by inserting the following after Article VII as "Article VIII – Audit":

1. Audit Committee. The Audit Committee shall be a standing committee of at least three Directors, which shall conduct an annual review of the financial records of Wikimedia DC in accordance with Article VIII, Paragraph 2 of the Bylaws, and which shall carry out such other tasks as may be assigned to it by the Board of Directors.
2. Insubstantial Part Analysis. The Audit Committee shall conduct an annual analysis to verify that no substantial part of Wikimedia DC's activities is dedicated to advocating for or against legislation, in accordance with Section 501(h) of the Internal Revenue Code. The Audit Committee shall report the results of this analysis as part of its report regarding the annual review of Wikimedia DC's financial records, or in such other place as the committee may determine in its discretion.
3. Investigations. The Audit Committee shall investigate reports of illegal activity or improper accounting practices as described in the Whistleblower Policy, and reports of certain violations of the Non-Discrimination Policy described in that Policy. The Audit Committee is authorized to retain legal counsel to address a complaint if it involves the President or the Vice President.

Notes

The following text is not part of the proposed resolution:

This resolution defines the Audit Committee's responsibilities explicitly and in one place, which is new.

The Advisory Committee Policy assigns the Public Policy Committee to verify that Wikimedia DC is satisfying its 501(c)(3) and 501(h) obligation to spend under certain limits on advocacy and lobbying. The task is more naturally addressed by the Audit Committee, so the proposal reassigns the task to them.