2019 AGM minutes

Minutes of the Annual General Meeting of Wikimedia UK, held on 13th July 2019 at The Watershed, 1 Canon's Rd, Bristol, BS1 5TX.

Welcome, and introduction to the AGM (Chair)

The Annual General Meeting (AGM) of Wikimedia UK (WMUK) came to order at 14:55 with Josie Fraser (JF) as Chair. All Board members were present with the exception of Nick Poole and Kate West, who gave their apologies. JF welcomed all attendees and noted the high quality of presentations given in the morning sessions, thanking those who had given talks and lead workshops.

The number of members present was 30, which combined with the 67 eligible proxy votes received to exceed 47 - the number of votes needed to reach quorum.

Approval of 2018 AGM minutes

All members present had printed copies of the 2018 AGM minutes in their delegate packs, and the minutes were available on WMUK’s wiki prior to the meeting. JF explained that the previous year’s AGM at the Natural History Museum on 14th July 2018 was adjourned due to being inquorate, and was reconvenied at the WMUK offices on 28th July 2018, invitations having been sent to members on 17th July 2018 of the date and location of the reconvened meeting. JF stated that despite being inquorate, we had a good discussion in line with our articles, and that questions from members present were mainly around why the meeting was not quorate.

The minutes of the 2018 Annual General Meeting were accepted as a true and accurate account of the meeting.

Board report (Chair)

JF presented the board report, and drew attention to the Strategic Report which was sent to all members prior to the meeting with printed copies included in the delegate packs for attendees. JF noted the significance of WMUK’s volunteer community in helping the chapter reach its strategic goals. She highlighted the 23,000 hours of volunteer time given to WMUK, and expressed how much she valued the encouragement and support provided by volunteers, and the creativity and drive they apply to projects. JF reported that our volunteer satisfaction survey showed 80% of volunteers were happy with their experience of volunteering with WMUK, and noted that the charity is working on ways to improve that figure. JF also noted that 78% of volunteers report learning new skills through volunteering.

JF reported that the successes of 2018-19 reaffirmed the resilience of the charity, as Lucy Crompton-Reid (LCR), WMUK’s Chief Executive, was on maternity leave for part of the year. JF welcomed LCR back.

JF drew attention to the staff and volunteer efforts in Scotland and Wales, thanking them for the huge output in their local areas.

JF outlined WMUK’s increased presence on an international level, and that being part of the largest language Wikipedia gives WMUK an international responsibility. In 2018-19 WMUK increased our collaborative work with other affiliates, took part in the global Wikimedia Movement Strategy 2030, and supported the EU copyright directive. Projects with extensive international reach such as the BRAVE campaign with Amnesty International and Wiki Loves Monuments took place in 2018/19. JF noted these activities were made possible by the 7391 participants who were directly involved with WMUK’s work.

JF outlined changes to the Board of Trustees, starting with trustees who retired in 2018-19. Two trustees retired after six years of continuous office in accordance with article 16.6. These were Carol Campbell, who chaired the Audit and Risk Committee, and Greyham Dawes, who was Treasurer. Nancy Bell and Jordan Landes both moved back to the USA in 2018, and so stepped down after a number of years of board membership.

JF welcomed the new trustees who joined in 2018-19; Jane Carlin and Marnie Woodward, who were co-opted to the board in 2018 and also sit on Audit and Risk Committee, Jane as Chair and Marnie as Treasurer. Sangeet Bhullar was co-opted in January 2019, and has a background in media literacy, education and online harms. JF noted at this point that she was pleased there were so many candidates standing for the 2019 AGM election, with eight candidates for five Director positions, as it reflects a high level of interest in the governance of the charity. JF noted that Michael Maggs (MM) would be retiring after the AGM, as his six years of continuous office would come to an end in accordance with article 16.6. JF highlighted that since starting in June 2013, MM has given exceptional service to the board, bringing his experience as a patent attorney and serving as both Chair and Vice Chair, which she thanked him for.

Finance report (Treasurer)

Marnie Woordward (MW), board member and Treasurer, gave a report on the finances. MW reported positive results for the 2018-19 financial year, which ended on 31st January 2019. Income at the year end was £729,000, which was 4% higher than the previous year. MW thanked our major funder, the Wikimedia Foundation, and our members and donors for their support. MW acknowledged the importance of Gifts in Kind, explaining that this is a way of a way of quantifying the activities of the Wikimedians in Residence programme, and this past year covered Wikimedians based in seven major institutions across England, Scotland and Wales. For expenditure, MW reported we increased our spending on charitable projects to £666,000 - 9% more than the previous year. MW reported that we were able to post a small surplus of £15,800, bringing our total reserves to £228,000, and outlined the importance of holding reserves. WMUK has a policy of holding between three and six months of operating costs in reserve, which we are currently well within. MW reported that for 2019/20 we are budgeting to break even. Our total income and expenditure are expected to be similar to that of the year just ended, which will again include a grant of £335,000 from our core funder, the Wikimedia Foundation. MW explained that for further details, the audited accounts can be found on the wiki here.

Activity report (Chief Executive)

LCR presented the activity report. LCR reported that she was proud of the work delivered last year, especially as she and another two members of staff were absent for part of 2018-19. LCR thanked Daria Cybulska, Head of Programmes and Evaluation, for her long standing and impactful time as a staff member at WMUK, which was pivotal during this period when two out of three senior managers were on leave.

LCR noted that 2018/19 was the last year of the three year strategy developed after she joined the organisation in late 2015. LCR highlighted that Education and Learning had been the newest of three distinct but interconnected programme strands - which also included Diverse Content and Contributors and Promoting Open Knowledge - and that it had been great to see our progress in this area. Going forward, this work will have an even more explicit focus on information, data and digital literacy.

LCR noted two of her highlights of 2018-19; firstly, the Amnesty International project, a long term project with a large organisation, for which she thanked Stuart Prior for his dedication, and secondly the London Tech Week event hosted by Bloomberg and facilitated by the Mayor of London. This was a one off event rather than a longer term partnership but involved a high profile editathon with fifty young women, promoting gender parity on Wikipedia.

LCR outlined some of the highlights from the three strategic programme strands. For Diverse Content and Contributors, the appointment of a Scottish Programmes Coordinator, Sara Thomas, has had a significant impact in a short period of time. The continuation in post of Robin Owain as our Wales Programme Coordinator and Jason Evans as National Wikimedian for Wales, based at the National Library, have also ensured a sustained impact in Wales. Notably, this has included the addition of a Wikimedia module to the Welsh Baccalaureate, after a number of years of advocating for this with and through our local partners. LCR also noted the success of the WikiMon education project in Wales, which is being delivered by Wikimedian in Residence at MenterMon, Aaron Morris.

For Promoting Open Knowledge, thanks to our Communications Coordinator and other contributors, WMUK has released a high number of blog posts and produced video content to raise awareness of open knowledge and related issues, and we have had a number of articles published in mainstream media. LCR reported on some key metrics from the year, including more than 7000 people engaging with our work in person (ie not just through our communication channels) in a variety of ways. She also noted the significance of having added and improved an impressive 2 million articles on Wikimedia.

LCR outlined our criteria for ‘lead volunteer’, and reported that half of the chapter’s lead volunteers in 2018-19 were women. This gender parity is very unusual for the sector we operate in and is also reflected in our staff and board, as well as volunteers.

Resolutions (Chair)

JF talked through the five resolutions proposed by the board, which require a 50% majority to pass:

• Motion 1: to appoint board members.
• Motion 2: to note the annual report and accounts.
• Motion 3: to set membership fees.
• Motion 4: to appoint auditors.
• Motion 5: to alter the quorum at General Meetings of the charity.

JF explained that Motion 5 is a special resolution from the board, which would enable the charity to grow its membership whilst reducing the risk of holding inquorate meetings. She noted that Wikimedia UK currently has an unusually high quoracy, at 10% compared to a charity sector average of 2 - 5%. She clarified that the objective is not to diminish membership engagement, but to promote growth. JF invited members to express any concerns over the special resolution. No concerns were given.

JF reported that we had not received any resolutions from members.

Explanation of election procedure (Teller), questions to Teller and candidates and election

Chair was passed from JF to MM for the election as JF was standing for re-election herself.

Davina Johnson (DAJ), Director of Finance and Operations at Wikimedia UK, outlined the rules of WMUK’s voting system, which follow the ERS97 STV rules. Katie Crampton (KC), the teller, explained how to fill out the voting papers and reminded members that there were five board places available and eight candidates. MM reported that the proxy votes had already been counted, and asked candidates to introduce themselves. The candidates each spoke briefly to their Candidate Statements.

As there was limited time for so many candidates, MM took questions from the floor that could be answered by all candidates.

Firstly, a member asked for a show of hands for who had charity governance experience. All candidates except Jason Evans and Rod Ward had charity governance experience.

A member acknowledged the great expertise the candidates all had, but asked what they would contribute and focus on as part of WMUK board specifically?

• Lorna Campbell answered that her expertise is in equality and diversity in education.
• Sangeet Bhullar answered that her expertise is in school and government policy.
• Josie Fraser has hands on experience in how the board works and is involved with the broader Wikimedia movement.
• Andrew Davidson’s interest is in food, particularly lobbying for more food and drink articles on Wikipedia.
• Ed Saperia has a wide network and takes part in a lot of conferences and panels where he could be an advocate for WMUK.
• Jason Evans is employed by and has networks with cultural institutions that could be potential partners.
• Andrea Chandler talked to her experience as Systems Administrator at Senate House, and her experiences within the voluntary sector
• As a longstanding and active editor, Rod Ward would focus on how the chapter can support the volunteer community.

A member noted that there are two subcommittees to the board, the Audit and Risk Committee (ARC) and the Governance Committee (GovCom), and asked if any of the candidates would be able to commit to the board as well as the subcommittees or any working groups? By a show of hands all candidates answered yes.

Questions on reports (Chair/CEO)

There were some questions on the reports presented by the Chair and CEO, with a particularly lively discussion about how the chapter can recruit and support new volunteers from diverse backgrounds. There was a discussion about the extent to which Wikimedia UK supports the technical development of the projects, particularly compared to Wikimedia Deutscheland (which oversees Wikidata).  

Announcement of results of resolutions and Board election (Teller)

The results of voting were announced at 16:45.

The outcome of the 91 votes cast on the resolutions were as follows:

• Motion 1 - 91 in favour
• Motion 2 - 91 in favour
• Motion 3 - 90 in favour, 1 against
• Motion 4 - 91 in favour
• Motion 5 - 67 in favour, 4 against

All motions were passed with the necessary majority.

The outcome of the 91 votes cast for Board members were as follows:

• Sangeet Bhullar (3 years)
• Lorna Campbell (3 years)
• Andrea Chandler (3 years)
• Josie Fraser (3 years)
• Rod Ward (2 years)

Five out of eight candidates were elected to the Board.

Close of formal business

JF thanked Wikimedia UK staff for their work in organising such a successful day, and thanked venue staff at Watershed for helpiing the event to run so smoothly. She declared the meeting closed at 16:50.