Minutes of the Annual General Meeting (AGM) of Wikimedia UK, held on 15th July 2017 at Senate House Library, Malet St, Bloomsbury, London WC1E 7HU
Welcome, and introduction to the AGM (Chair)
The Annual General Meeting (AGM) of Wikimedia UK came to order at 14:35 with Michael Maggs (MM) as Chair. All Board members were present with the exception of Nick Pool and Nancy Bell, who gave their apologies. MM welcomed all attendees and outlined the agenda for the afternoon. He explained that all members eligible to vote had received a voting pack by post or email. The number of members present was 27, which combined with the 30 eligible proxy votes received exceeded 50, the number of votes needed to reach quorum.
Approval of 2016 AGM minutes
The minutes of the 2016 Annual General Meeting were accepted as a true and accurate account of the meeting. A member asked why the minutes were not presented in printed form. Lucy Crompton-Reid (LCR) explained that it was due to environmental concerns as nearly 500 voting packs were sent out for the AGM.
Board report (Chair)
MM presented the board report. He outlined the significant amount of work that the charity has undertaken during the past year, in many cases exceeding the global metrics agreed with the Wikimedia Foundation, our core funder. High-level partnerships were formed and developed (such as with the Bodleian Library, the National Library of Wales, the University of Edinburgh and the Wellcome Library); and the charity’s work on under-represented content (for instance in the Gaelic and Welsh language) achieved enormous success through its Wikimedian in Residence programme, highlighted by the recent Celtic Knot Conference. MM reported that the charity would continue its work on advocacy in opening up copyrighted content, and in light of Brexit, its work with EU and USA copyright legal frameworks. He highlighted the increase in volunteer hours, and wider media coverage and public profile of Wikimedia UK thanks to the outstanding work of LCR and the Wikimedia UK staff team. MM announced his retirement from his position as chair, also announcing that he would remain a trustee if re-elected. Josie Fraser (JF) was announced as the new chair of the board of trustees. MM highlighted that JF is well positioned to make an incredibly valuable contribution with her tremendous experience within the educational sector for the future of the charity. He thanked everyone he worked with during his time as chair.
Finance report (Treasurer)
Greyham Dawes (GD), board member and treasurer, gave a report on the finances of WMUK. He explained that the 2016-17 Annual Report and Accounts were examined by our chosen independent examiners, Kingston Smith. He reported that the outturn for the year was a little over break-even (net income of £35,082). Total income for 2016-17 was £593,051 (including £77,981 value of gifts-in-kind). Wikimedia UK received a £277,300 grant from the Wikimedia Foundation in 2016 - 17; a 10% decrease in the amount granted for the previous financial year. The total expenditure for the year amounted to £557,969. GD pointed out that a diversification of funding sources will be necessary in light of the further possible reductions in the grant from the WMF, and the WMF itself being present as a competition in fundraising in the UK. It is necessary to attract new major donors for the future.
Activity report (Chief Executive)
LCR thanked MM for his dedication and efforts as a chair, as well as thanking the volunteers who dedicated over twenty thousands hours (equivalent to a contribution of £144,000) to the organization in the last financial year. She also thanked the board members and the staff for all of their work and support. LCR outlined the work over the past year explaining that in terms of global metrics set by the WMF the UK Charity performed well, engaging with 600 rolling active editors, 900 new editors and 4000 participants and reaching over 70,000 people. The charity’s work contributed to the creation of about half a million articles and 1.5 billion bytes added to Wikipedia and Wikidata. Our programmes are organised in line with the three strategic goals and delivery included a successful Art and Feminism programme with nine events organized in 2016, residencies at Bodleian Libraries, Hypatia Trust, Museums Galleries Scotland, National Library of Wales (NLW) and the University of Edinburgh, and other partnership activities at the House of Commons and Tate Museum amongst many others. She thanked Robin Owain and Daria Cybulska for their committed work with the NLW, and drew attention to the successful Celtic Knot Conference focusing on indigenous languages in 2017 and organised in partnership with the University of Edinburgh. She highlighted the need for continued work on communications, external relations and volunteer engagement. LCR thanked MM on behalf of the charity, for his time and dedication to the position of Chair in the past years, adding that MM has brought much strength and knowledge to the organisation over the years as well as personal support for her as Chief Executive.
Michael Maggs (MM) explained the four Board resolutions, which require a 50% majority to pass:
- 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 Kingston Smith as auditors
GD explained the options to audit a charity in general, and the differences between a full audit and an independent examination. A member asked if there were two separate financial reports being done. GD explained that there was one document prepared and the same document was submitted to Companies House and to the Charity Commission. Josie Fraser (JF) took over the position of chair from MM. She thanked his consistent dedication and expressed her delight in MM’s desire to stay on as a board member. She expressed her gratitude at the opportunity given to her to contribute to the charity’s work and pride in taking on the role. JF commended WMUK as a global leader in their diversity related and GLAM sector related work and she expressed her hopes to see similar impact on the educational sector in the near future.
Explanation of election procedure (Teller), questions to Teller and candidates and election.
Nicola Furness (NF), the teller, explained how to fill the vote papers, and that there were three board places and three board candidates. The candidates briefly introduced themselves and explained their background and experience of open knowledge, and their commitment to working with Wikimedia UK. In his absence, LCR read out Nick Poole’s introductory statement.
- Michael Maggs (MM, prior Trustee chair) focused on the importance of the robust governance and stability of the charity in relation to public reputation. He stated that during his remaining two years he would like to focus on improving volunteer engagement, and focusing on influencing organisations within the educational sector. He informed the members of an initiative that was launched the day before relating to OTRS. He also expressed his aim to continue his work on Wiki Loves Monuments.
- Nick Poole (NP, existing trustee, standing for re-election) has over twenty years of leadership experience in the world of charities, including working in the fields of digital, libraries, cultural policy development, and copyright related issues. In his position as a Board Member he contributes to the development of strategic partnerships with the GLAM and educational sectors and is committed to improving engagement with volunteers.
- Doug Taylor (DT, existing trustee, standing for re-election) explained that he would continue his work as a Wiki Trainer regardless of whether he was re-elected. During his previous three years he has influenced the board’s strategy on education and contributed in general with his 25 years of classroom education experience. With Martin Poulter and Liz McCarthy they had been knocking on organisations’ doors with great success, and with this experience he would like to continue by addressing the remaining 130 universities in the UK. He is also keen to extend Wikimedia UK’s reach to the country’s 260 FE colleges, 3000 secondary schools and 20,000 primary schools.
The candidates took questions from the floor. First, a member highlighted the 250% increase in membership. MM confirmed that the membership at that point stood at 498 which was a result of the hard work of WMUK staff in engaging new and re-engaging old members effectively.
A member asked about board development in general. MM explained that discussions had started on this issue as many trustees would be coming towards the end of their terms within the next few years. Inviting new suitable candidates is important in terms of the organisation’s stability and reputation and he has made steps towards individuals in the diversity sector. A member highlighted the need to involve high-standard editors and technically savvy individuals amongst the trustees as well.
A member asked how the work of the trustee candidates was monitored. LCR explained that WMUK had a sophisticated strategic planning procedure and related global metrics reporting requirements set by the WMF as well as self-imposed, custom metrics on performance and delivery. The trustee’s activities are usually indirectly reported on through these metrics. DT added that the milestones could be communicated through social media. The member clarified that they specifically meant the claims of trustees within their candidate statements. MM said that for advocacy issues performance measurements are difficult.
A member asked if the WMUK trustees would consider approaching the Free Software Foundation as a strategic partner. All of the candidates agreed that it is important not to duplicate efforts in software generation and tools in support of the Wikimedia projects, and DT expressed the view that that free software access is an important issue. MM added that one has to be careful though with free software developers when discussing copyright issues. Some are against all software copyrights as a matter of principle, and are not supportive of the concepts open licensing.
JF thanked members for their questions and the candidates for their responses.
Questions on reports (Chair/CEO)
Questions now focused on the 2016-2017 Annual Report of WMUK.
A member asked where the funding of the organisation was coming from. LCR explained that approximately half of our current income is a grant from the WMF with the other half coming from individual donations, Gift Aid, Gifts in Kind, major donors, trusts and foundations and membership fees. A member asked how donors know where their donation is going (WMF or WMUK) and whether that counts as Gift Aid for tax reductions or not? LCR clarified that if donors were receiving communications from Wikimedia UK, then they were giving directly to the UK Chapter and will have been asked to complete a Gift Aid declaration. People who donate to the Wikimedia Foundation will not receive donor emails from Wikimedia UK as the charity does not have their details. Most individual donations are received by direct debit and the charity will be looking to convert members to direct debit as well over the next year.
A member asked how the board is moving forwards in terms of the wider strategy in general. JF responded and highlighted the need for better communication throughout the strategy building process with interested members.
A comment was made on the diversification of funding sources, pointing out that it had been a priority since 2014 and it still is. LCR explained that significant progress has made done in this area, for example Gifts in Kind contributions, such as our free venue for the 2017 AGM or the positions of Wikimedians in Residence being paid by their host organisations. A member suggested to continue pushing negotiations with the Heritage Lottery Fund again.
A remark was made on a sentence in the annual review that uses the term gender disparity, highlighting that it misleadingly suggests that WMUK is aiming for a 50-50 percent coverage of notable women and men while notable women historically are much less than notable men. JF replied that this question would need another forum for discussion and LCR noted that this phrasing wasn’t meant to imply that we have a 50% target for female biographies.
Announcement of results of resolutions and Board election (Teller)
The outcome of the votes on the resolutions were as follows:
56 votes were cast
- Motion 1 - 56 in favour
- Motion 2 - 55 in favour, 1 against
- Motion 3 - 56 in favour, 1 against
- Motion 4 - 56 in favour
All motions were passed.
The outcome of the votes for Board members were as follows:
The outcome of the votes for Board members (57 votes were cast) were as follows:
- Michael Maggs - 53 in favour, 4 against
- Nick Poole - 55 in favour, 1 against, 1 absent
- Doug Taylor - 53 in favour, 2 against, 2 absent
All candidates were elected to the Board.
Close of formal business
JF thanked LCR and the staff for making the arrangements for the day, and thanked Jordan Landes for not only arranging the venue but also providing it pro bono. She declared the meeting closed at 16:24.