2016 AGM/Minutes

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These minutes were approved at the AGM of 15 July 2017.

Minutes of the Annual General Meeting (AGM) of Wikimedia UK, held on 9 July 2016 at Impact Hub, Walker Building, 58 Oxford Street, Birmingham B5 5NY

Welcome, and introduction to the AGM (Chair)[edit | edit source]

The Annual General Meeting (AGM) of Wikimedia UK came to order at 15:10 with Michael Maggs (MM) in the Chair. All Board members were present with the exception of Nancy Bell, who gave her apologies.

MM welcomed all attendees and outlined the format of the agenda. He said that reports would be presented followed by votes on resolutions and on new trustees. While the votes were being counted, questions would be taken on the reports and on the wider work of the charity. The results of the voting would then be announced. MM explained that voting would take place by way of poll so that the votes of members who had already lodged a proxy form could be included.

Approval of 2015 AGM minutes[edit | edit source]

The minutes of the 2015 Annual General Meeting were accepted as a true and accurate account of the meeting.

Board report (Chair)[edit | edit source]

MM spoke to the Board report. He outlined that the past year had seen significant developments at the charity. Lucy Crompton-Reid (LCR) joined as Chief Executive in October 2015 and MM indicated that she has been instrumental in the development of the charity. With a strategic focus, LCR has worked to improve the public visibility of WMUK, to develop strategic partnerships with organisations that hold content, to develop standards and ensure greater focus on volunteer engagement. She has worked closely with WMUK staff to develop and revitalising the team and their work to enable them to deliver improved impact to the open knowledge cause as well as to the charity’s members, volunteers and funders.

MM noted that at the 2015 AGM changes to the Articles had allowed specialists and experts to join board committees without becoming trustees. During the year such specialists had been invited to join the Governance and Audit and Risk committees, and their knowledge and expertise has proved invaluable.

MM thanked the two departing trustees, Chris Keating (CK) and Gill Hamilton for their contributions to the Board and to Wikimedia UK. MM commented that Chris’s role on the Board had been pivotal in expertly guiding the charity to becoming the respected and well-governed organisation that it is today.

Finance report (Treasurer)[edit | edit source]

Greyham Dawes (GD), Board member and Treasurer, gave a report on the finances of WMUK.

He explained that the 2015-16 Annual Report & Accounts were examined by our new Independent Examiners, Kingston Smith. He explained that the outturn for the year was about break-even, which was a creditable achievement given the £177,000 deficit of 2014-15 (largely due to WMUK having to pay irrecoverable costs for Wikimania 2014, and the costs of restructuring).

Total income for 2015-16 was just under £588,000 (comprising £562,000 in money terms plus £26,000 value of gifts-in-kind). This was down 15% down on the equivalent income of £700,000 for 2014-15, with gifts-in-kind down in value by over 50%, WMUK's grant from the Wikimedia Foundation down 10% and income from individual supporters down 15%. GD outlined that for the coming year, cash income is not likely to be more than £550,000 unless new major donors are obtained. It will be important therefore for the charity to select projects carefully so as not erode the current reserves of £165,000 (amounting to approximately 3 months of running costs).

GD explained that it is challenging for WMUK to establish an effective fundraising presence for open knowledge in the UK, as the Wikimedia Foundation also operates its fundraising in this area.

Activity report (Chief Executive)[edit | edit source]

LCR thanked the Board for their work and support. She pointed out that Board members are volunteers and give their time and expertise freely to the charity.

LCR outlined the work over the past year. She thanked the staff team for their hard work, professionalism and commitment to the organisation, especially as they had come through a period of difficult transition as a result of reorganisation earlier in the year.

Volunteers and members are key to the work of the charity and LCR recognised that the level of support from the office had temporarily dropped as a result of the reorganisation. The office team is now focused again on developing, engaging and working with the volunteer community. LCR drew attention to the small grants that WMUK make available to support volunteer projects and work, and the impact that this support can make.

The Programme team had piloted new courses in project management and volunteer engagement and they were working with MIDAS to develop training modules.

WMUK had engaged, worked and partnered with more than 50 heritage, education and science organisations over the past year. Despite its small size, the charity is having a significant impact with its partnerships, details of which are in the Annual Report. Some highlights include:

  • more than 21,000 files added to Wikimedia Commons through partnerships
  • our work influencing partner organisations' practice and policy regarding open knowledge
  • the strength of the Wikimedian-in-Residence programme in supporting diversity and minority languages
  • the work in Wales at the National Library of Wales, and through the notable efforts of Robin Owain, and
  • in Scotland, the work at the University of Edinburgh.

WMUK had contributed to various advocacy campaigns, including the EU Commission's copyright consultation.

Resolutions (Chair)[edit | edit source]

Michael Maggs (MM) explained there were four standard Board resolutions, common to every AGM, which require a 50% majority to pass. These resolutions are:

  • Motion 1 - to appoint new Board members.
  • Motion 2 - to note the Annual Report and Accounts.
  • Motion 3 - to maintain membership fees at the current level of £5.00 pa.
  • Motion 4 - to appoint Independent Examiners to review and scrutinise the accounts and finances of the charity.

It was explained that the Audit and Risk Committee (ARC) had recommended changing from full audit to Independent Examination (IE) earlier in the year and that this had been accepted by the Board. The reason for the recommendation to change was because IE is cheaper but still ensures the accounts are externally scrutinised. GD explained that there had been a recent change in the law that enabled independent examination.

    • Derek Chan asked how IE changed the amount of time spent on accounting. GD explained that full audit would normally take two accountants two days to complete, whereas IE would normally take one accountant two days. If revenues rose above £1 million then it would be necessary to return to a full audit.
    • CC explained that internal financial procedures had been carefully reviewed by ARC and it was confident that the procedures were robust. If ARC had been in any doubt about the charity's financial systems it would have recommended continuing with the full audit.

This year there was also a special Board resolution to change the articles, requiring a 75% majority:

  • Special resolution - to make a change to the Articles of the charity to change the term of office for Board members from two years to three years.

MM explained that the current limit of two years causes considerable turn-over of Board members and thereby impacts continuity and succession planning. In other charity boards it is the norm to have a three year period of office.

    • Derek Chan asked if this change might mean that in some years there are no Board elections. MM indicated that this would be unlikely to happen as some Board members are co-opted, and co-option occurs independently of the normal cycle of the AGM and Board elections.
    • Harry Bird asked whether the change, if adopted, would come into effect as of the AGM. MM confirmed that it would, and explained that that existing Board members would continue on the two-year term while Board members elected today would be on the new three-year term.

Explanation of election procedure (Teller), questions to Teller and candidates and election.[edit | edit source]

Davina Johnson, the teller, explained that there were four Board places and four Board candidates. The candidates were:

  • Lorna Campbell (new trustee candidate). Works for Open Scotland at the University of Edinburgh, with knowledge and experience of Open educational resources and open licensing.
  • Greyham Dawes (existing trustee, standing for re-election)
  • Josie Fraser (existing trustee, standing for re-election)
  • Jordan Landes (new trustee candidate). Research Librarian at Senate House Library (University of London) with experience in training librarians in London. Jordan was unable to be present at the meeting.

Each candidate in the room made a brief statement about their background, interest and experience of open knowledge and their commitment to working with Wikimedia UK. MM read out a statement from Jordan Landes.

The candidates took questions from the floor. GD was asked to expand on what he meant about 'independence for Wikimedia UK'. He explained that while of course WMUK is legally and practically independent of the Wikimedia Foundation what he was specifically referring to was his view that WMUK should move to a position of greater economic independence. He explained that being overly reliant on a single major source of income (the Wikimedia Foundation grant) was not advisable and that WMUK should move to diversify, and have many activities and revenues from different sources.

A member asked whether it was considered a good or a bad thing to have four candidates for four available Board positions. MM said that he would have preferred to have more candidates, but that candidate quality and suitability were more important than raw numbers. It can be difficult to attract potential Board members from the Wikimedia editing community, as much of the work of the Board is to do with matters of governance, finance and strategy which are not the focus or interest of many high-quality editors. MM and CK encouraged suitable WMUK members and volunteers to consider putting themselves forward as candidates for future elections. Candidates do not need to have experience of board work, as there are mentoring and training schemes to support them; the most effective trustees are those with an enquiring mind.

A question was asked as to whether Board members are paid by WMUK. MM explained that all Board members are volunteers, and are unpaid. This is required as part of UK charity governance.

A member asked what the outcome would be if one candidate was not approved to join the Board. MM explained that the seat would not be filled. The Board would then have a variety of options, including leaving the position unfilled, co-opting, or appointing a replacement elected trustee to hold office until the next AGM. It would also in theory be possible, though unlikely in practice, for an Extraordinary General Meeting to be called for the purpose of holding an additional election.

General discussion[edit | edit source]

While the votes were being counted MM invited questions and comments from the floor.

LCR was asked if the leadership crisis at the Wikimedia Foundation had impacted WMUK. She replied that it became apparent at the Wikimedia conference in April that the situation at the Foundation was having a damaging effect on the community and Foundation staff. She explained that the leadership issues had been discussed at WMUK Board as it was recognised that there was the potential for damage to WMUK's reputation. She pointed out that from the public's perspective there is often not thought to be any separation or difference between Wikimedia Foundation, WMUK and the Wikipedia project and therefore negative publicity in one area can impact another unrelated area. LCR has spoken with the new Foundation Executive Director, Katherine Maher, and found her to be open and engaging. She believes she will be a good leader and collaborator who will take the Foundation forward positively. The discussion continued with comments from the floor noting that the community is seeing a new level of openness from the Foundation and that there has been a positive reaction from the community to the new Executive Director.

There was a discussion about WMUK's role and commitment to education. It was pointed out that, while there is considerable educational expertise within the Board, the development of relationships with educational organisations and making progress in this area is the operational responsibility of WMUK's Chief Executive. There are many opportunities in education to work together to develop digital literacy, promote open licensing and open practice. There are significant developments in these areas in Wales and Scotland which need to be monitored and engaged with. WMUK should play a role in practical projects such as providing advice and information to teaching staff who are not necessarily skilled or knowledgeable about open education and open knowledge. There are also opportunities to engage with learners and young people and assist them in critical assessment of content. It was highlighted that the Wikimedian-in-Residence programme could be further developed. Board member Doug Taylor (DT) pointed out that there is a huge opportunity in working with those in secondary education, but that significantly different approaches and strategies would be necessary. An area that could be focused on would be teaching children, young people and teachers how to critically assess digital information.

A member asked whether the strategy for 2016-2019 had been adopted. LCR confirmed that the strategy was indeed now in place. She explained that the strategy had been developed in collaboration with the Board, the WMUK staff and the community, and that it focused on open knowledge and addressing issues of bias, equality and diversity. LCR explained that a new business plan is now in development.

A member asked whether WMUK was undertaking any initiatives in Northern Ireland. Daria Cybulska explained that there is a Wikimedia Ireland user group that is considering applying to become a Chapter. WMUK is being mindful of this and treating the situation with sensitivity.

Announcement of results of resolutions and Board election (Teller)[edit | edit source]

The outcome of the votes on the resolutions were as follows:

54 votes were cast

  • Motion 1 - 54 in favour
  • Motion 2 - 54 in favour
  • Motion 3 - 53 in favour, 1 against
  • Motion 4 - 50 in favour, 4 against

All motions were passed.

The outcome of the votes for Board members were as follows:

  • Lorna Campbell - 53 votes
  • Greyham Dawes - 52 votes
  • Josie Fraser - 52 votes, 1 against
  • Jordan Landes - 50 votes, 3 against.

All candidates were elected to the Board.

Close of formal business[edit | edit source]

MM thanked LCR and the staff for making the arrangements for the day, and Andy Mabbett for arranging the venue. He declared the meeting closed at about 5.30.