2015 AGM/Minutes

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These minutes were approved at the AGM of 9 July 2016.

Minutes of the 2015 Annual General Meeting of Wikimedia UK 133 Bethnal Green Road, London, E2 on Saturday 25th July, 2015.

1. Chairman's Welcome and Introduction

The AGM came to order at 15:00 with Michael Maggs (MM) in the chair.   All Board members were present except Gill Hamilton. The charity's auditors UHY were represented by Richard Tattersall who was in attendance and would act as teller for the counting of votes. MM welcomed Lucy Crompton-Reid, our CEO-elect, and Richard Tattersall. He thanked Ed Saperia for providing the space to hold the meeting. MM then explained the process for the meeting, and noted that all resolutions would be dealt with by way of a poll.

2.  Approval of the 2014 AGM Minutes

The minutes of the 2014 AGM were approved without question or correction.

3. Board Report

MM said that over the year there had been a number of successes, particularly Wikimania 2014, but also work with internationally recognised GLAM organisations, with which we have both high level contacts and Wikimedians in Residence.

MM reported that there has been a sea change in the way large organisations are viewing open content. For example, at the recent Natural History Museum conference for regional and local museums there was discussion on digitisation and Wikimedia UK had received a specific mention in the opening remarks, with the comment "Your work here was instrumental in teaching us about open data". A great deal of material has been released by institutions on CCO licences, and the NHM itself intends to release six million freely-licensed images over the next five years.  MM thanked Jon Cummings, the Wikimedian in Residence at NHM, for the exceptionally good job he had done there.

During the year the charity had parted company with its former Chief Executive, Jon Davies, and appointed D'Arcy Myers as interim CEO.   D'Arcy had been asked to review the structure and organisation of the charity, and the outcome was a smaller and more focussed staff team with an emphasis on volunteer engagement.  A number of existing staff had been made redundant and MM thanked them for their professionalism and understanding.

Key in the change process was the appointment of a new CEO, and the Board had looked for both strategic leadership and management skills.  The funding model that had formed the basis of the charity in its initial years will no longer serve it so well in future, and funds from the Wikimedia Foundation are likely to diminish as the Foundation directs more funds to developing countries.  The Board had therefore looked for relevant fundraising experience in the new CEO.  As had been announced, Lucy Compton-Reid was appointed and will start in early October.

4. Treasurer's Report

Greyham Dawes (GD) presented the Treasurer's report.  GD outlined the challenges the charity had faced, in particular unbudgeted costs associated with Wikimania and the change of CEO. Excluding these exceptional costs in the year expenditure was £13k more than income. Looking forward, he said that the charity was well equipped to fulfil its aims but with cash income 20% down we need to choose projects carefully and for this reason fundraising was of increased importance.

5. Activity Report

D'Arcy Myers had been called away from the meeting so Daria Cybulska (DC) presented an activity report. She noted key successes in our advocacy work, particularly contributing to parliamentary consultations on digital democracy and potential changes to Freedom of Panorama laws in the European Union. Similarly, our Wikimedians in Residence have helped bring about policy changes within the institutions they are embedded in. A partnership with Wikimedia UK is seen as a demonstration of an institution’s commitment to making information accessible. We have continued our work in Wales and Scotland. Addressing the gender gap remains has been an important aspect of our activities, and last year saw us recruit a Gender Gap Project Intern. Wikimania took place in 2014 and represented a huge volunteer effort; some of those volunteers continue to be involved with the charity.

MM then announced the winners of the UK Wikimedian of the Year Awards:

  • Honourable Mention - Phoebe Harkins, Wellcome Trust
  • UK Wikimedian of the Year - Tim Riley
  • Partnership of the Year - Cancer Research UK

6. Resolutions

MM gave an overview of the board-proposed resolutions and invited questions on all of the resolutions before the meeting proceeded to a vote.

Chris McKenna asked what would happen if there were fewer candidates than seats in a future Board elections. Would the general meeting hold a vote to approve the candidates, or whether they would be elected unopposed? MM replied that future meetings would hold an approval vote in such a case.

Another member asked what the approval threshold for the resolutions to be voted on was. MM replied it was a simple majority for ordinary resolutions and a 75% majority for special resolutions. The same member felt the fifth resolution proposed two changes, and should have been split. MM replied that the results would be achieved by a single change to the wording of the articles, so were inextricably linked.

Deryck Chan inquired about the proposal to reduce the board quorum. MM replied the reason was to allow for the board to deal with situations where urgent decisions are needed. Deryck Chan felt this risked a small portion of the board being empowered to make decisions without the rest of the board. MM replied that it is required that all possible measures are taken to involve all board members in all board decisions, and the reduced quorum will simply serve to avoid paralysis in decision making on the rare occasions when a swift decision is necessary. Doug Taylor asked if there was a minimum amount of time before which a decision validly taken could be reversed. MM said that there was not, so a quorate decision taken by a subset of the trustees could readily be reversed at any later time if the entire Board thought fit.

Mike Peel noted that it was unclear who the board intended to delegate membership approval to, and how the approval process would be escalated in the case of problematic memberships. MM suggested a committee could fulfil this role and the decision would be taken by the person to whom the powers were delegated. This person would have the option of referring difficult cases back to the board.

Deryck Chan asked when it was expected for the tender process for a new auditor to be complete. Carol Campbell responded that the board hoped it would be complete by October.

The discussion moved on to resolutions proposed by the charity’s members. In his role as seconder, Chris Keating explained the first resolution. In his role as seconder, Chris McKenna explained the second resolution. MM noted that the board are not taking a position on these motions.

Richard Crawford noted it was unclear whether the special resolutions proposed by members would amend the Articles of Association. MM confirmed that, if passed, they would.

On the first resolution, to give members notice of deadline for resolutions to an AGM, John Byrne asked if the notification would be in writing. This was confirmed.

On the second resolution, to set out procedures whereby a resolution to go before an AGM could be amended, Peter Coombe asked what would happen with proxy votes if a resolution was amended at a meeting. MM replied that once voting has started it is not possible to allow amendments; resolutions would not be changed at the meeting. CK noted there would be a deadline for receipt of proposed amendments before voting started.

At this point Doug Taylor outlined the third resolution, to improve membership procedures. MM noted that we have not been successful at attracting new members, and that the operational aspects of managing memberships continue to be problematic. He stated that the board are in favour of this resolution, and he asked members to support it.

Votes on the resolutions were invited.

7. Elections

There were eight candidates for five positions on the board. Michael Maggs and Greyham Dawes were retiring by rotation and standing for election. It was noted that when more than three trustees are elected, the three with the most votes serve a two-year term whilst those with fewer serve a one-year term.

As he was a candidate in the election, Michael Maggs stood down as chair of the meeting at 16.21, and Simon Knight (SK) took the chair.

The candidates were invited to speak briefly to the meeting and members were then invited to put questions to the candidates. Candidates were given two minutes to reply. All of the candidates were present except Neil Babbage.

The Q&A session concluded at 17.05 and the meeting adjourned while voting took place.

8. Discussion of reports and the work of the charity

The meeting resumed at 17.19 after the conclusion of voting. SK asked for questions from the floor.

Mike Peel noted that Wikimania engaged lots of new volunteers and asked what had been done to keep them engaged. Simon Knight replied that we were successful in recruiting volunteers for Wikimania, but perhaps have not done enough to keep them engaged. It is hoped that the Volunteer Strategy Gathering will help us address this and help improve volunteer engagement. Carol Campbell was of the opinion that some volunteers are interested in volunteering around large events such as Wikimania and we haven’t been able to provide similar opportunities since. Fabian Tompsett noted that Wikimania had allowed WMUK to connect with Wikimedians we hadn’t been in contact with previously.

A member suggested other models for engaging volunteers, specifically Pint of Science.

John Cummings asked why WMUK’s fundraising capacity was reduced with the loss of a staff post dedicated to it, and what plans there are to raise funds from sources other than the WMF. Alastair McCapra replied that this was part of the role of the new CEO. MM made the point that fundraising also takes the form of securing gifts in kind, as well as direct financial support.

Nick Poole suggested WMUK needs to be more proactive in spreading information about the charity’s work as people are unlikely to actively seek out our annual review.

Nancy Bell asked how the charity measures success. Alastair McCapra pointed towards our KPIs which are partly related to the WMF’s global metrics.

9. Elections

The results of voting were announced at 17.50. All resolutions were declared to be passed with the necessary majority, with the exception of the resolution to establish a clear procedure on how a resolution may be amended. This resolution was not passed.

41 ballots had been submitted. The successful candidates are:

  • Michael Maggs (2 years)
  • Doug Taylor (2 years)
  • Nick Poole (2 years)
  • Josie Fraser (1 year)
  • Greyham Dawes (1 year)

MM resumed the chair and thanked all candidates for putting themselves forward, and all members for attending. He also thanked staff for their work, Richard Tatersall for acting as teller, and Ed Saperia for providing the venue. MM also thanked those board members standing down at the end of the meeting: Joseph Seddon, Alastair McCapra, and Saad Choudri.

10. Close

MM declared the meeting closed at 17.55