Agenda 17Nov12

This page sets out the agenda for the in-person Board meeting that will take place on 17-18 November 2012. The meeting will be held at the WMUK Office.

Some sections of this meeting have to take place in camera, and will be recorded on the office wiki. Recordings and photographs will be made available on Wikimedia Commons; and the minutes will be collaboratively written at etherpad:WMUKMinutes (which will be moved post-meeting to Minutes 17Nov12).

Attendees

• Trustees:
  • all (TBC, for both days)
• Staff:
  • Jon Davies (for both days)
  • Richard Symonds (for both days)
  • Katherine Bavage for membership paper
  • Stevie Benton
  • Daria Cybulska for WiR
• Volunteers/observers:
  • Keith Smith, Compass Partnership
  • Geoff Brigham, General Counsel of Wikimedia Foundation
  • Ed Saperia
  • James Knight
  • Thomas Dalton
  • Martin Poulter
  • Joseph Seddon

Agenda

Saturday

10.00am: Meeting opens

• Introductions
• Declarations of interest regarding matters on the agenda. NB: Trustees are expected to declare at the beginning of the meeting any conflict of interest or loyalties they might have regarding any of the items on the agenda. If a discussion turns to include matters where they have such a conflict they should declare it promptly. This applies whether any particular interest has previously been declared, publically or confidentially, or not.

10.15am Minutes of previous meetings

1. Decisions (approval or rejection) of minutes of previous meetings
   1. (Carry over to next meeting please.)
2. Confirmation of email and in-camera decisions
   1. Payment of invoice 126 (UHY), approved 18 October 2012
   2. Decision to approve a budget of £2k for media training for trustees, volunteers and some staff. This budget will be drawn from the contingency budget, and will form a new "Communications" budget line for the rest of the 2012-13 financial year. Approved by DT, Fæ, CK, MP, JB as of 14 September 2012.
   3. Payment of Europeana, approved 15 October 2012
   4. Payment of invoice 114 (EDU-WIKI), approved 15 October 2012
   5. Draft review to Anasuya Sengupta, approved 16 October 2012 (MP recused due to COI)
   6. The Board resolves to co-opt Saad Choudri to fill the vacant space on the Board, under Article 17.4 of the Articles of Association. Approved by CK, JB, DT, Fæ, MP, RB as of 18 September 2012
   7. Proposed joint WMUK-WMF statement on the independent review, approved 24 October 2012
   8. In response to the article in The Times and The Daily Telegraph about PR editing of Wikipedia, approved 12 November 2012
3. Membership approvals
4. Confirmation of records being current
   1. Register of Directors
   2. Declarations of Interest and in-camera Register of Interests
5. Outstanding actions from the previous meeting

10.45am Reports

This section of the agenda should be used to highlight any particular successes or problems, not to run through the full written report. Half the time allowed will be reserved for questions. Discussions or decisions needed should be requested separately

• Reports 17Nov12

1. Chief Executive's report - including staff (ends 11.15am)

Including the Wikipedian in Residence report and discussion

1. Financial report (JB) (ends 11.35am)
2. Committee reports (end 11.55am)

12.00pm Risk Review

Reviewing the Risk Register, updating and expanding if necessary, and agreeing actions to address risks.

• Jon's paper on risk. The paper can be found here.

1.00pm Lunch

Sandwiches in the office.

2.00pm - Wikimania Bid Team presentation

20 mins presentation, 20 mins questions

2.45pm - Discussion - Terms of Reference and delegation of authority for Chair, Secretary, Treasurer, Chief Executive and Executive Committee

• See drafts in development at Board/Role profiles and Board meetings/Executive committee.

3.30pm Board decision-making

• Practices for agreeing Board statements
• (Fae) Supplementary rules for votes at Board and Committee meetings, when a vote means a simple majority is insufficient and how to count a majority. See [1]
• (Fae) Suggested improvements and issues of the (by default in-camera) Board of Trustees resolution/vote process. (See talk page)

4.10pm - Policy Revision

1. Conflict of Interest policy (interim changes);
   1. Proposal to update our Conflict of Interest policy "No Trustee of Wikimedia UK will engage in any business offering consultancy services related to Wikipedia or other Wikimedia projects"; this term to be reviewed in the light of the recommendations of the Governance Review.
2. Recruitment policy - for decision (revised version brought forward from last meeting)
3. Revisions to Finance Policy 2012
   1. Banking, #3 change to "Bank payments (cheque or online bank transfer) require two signatories (Administrator)"
   2. Reimbursement of expenses, #11 change to "All claims for reimbursement will be paid, unless disputed, by cheque, online bank transfer or through petty cash within a week of approval. (Administrator)"
   3. Incidental expenses - per diems change to the text in #Per_diem_expenses
   4. OR Approving amendments to the Finance Policy as part of the 2012 Finance Policy Review.

4.30pm Discussion - Membership & Fundraising paper

See report from the Fundraising Manager on a proposed membership strategy

Further useful references -

• 2012 Membership strategy consultation
• WMUK membership survey - suggestions and comments
• Summary report of survey results

Sunday

10.10am FDC draft recommendation

Conflict of interest declared: Mike Peel

10.30am Revisions to 2013 Activity Plan based on FDC recommended allocation

2013 Activity Plan; the FDC's recommended allocation should be published on 15 November. Board should focus on strategy and direction in the light of the FDC's funds allocation. We should not attempt to rewrite the plan line by line.

How our budget might look - for illustration only

11.30am Discussion - Key Performance Indicators

Session objective: Take the staff's proposed long list of KPI's and draft paper Key Performance Indicators & metrics, take into account learning points from the FDC process, and create a revised version of a KPI document

12.15pm Discussion - Committee governance & budget delegation

1. [Fae, 5 minutes] Principles of delegation of authority for committees, both delegation of financial authority and delegation of decision making with a defined scope, noting that trustees can delegate a defined authority but cannot delegate ultimate responsibility. Ensuring that the requirements of the Articles of Association, section 21, are implemented and monitored for Committees
2. [CK, 30 mins] - principles for handling conflicts of interest for volunteers and comitteees (see draft principles))
   1. [MP, ?? minutes] General Committee Charter
3. Board/Fellows and Associates vs. Advisory Board (Fæ & MP)

13.00 Lunch break

Sandwiches.

14.00 Continuation of Committee discussion

1. Conference Committee
   1. WikiConference 2013 location (decision/ratification needed)
2. Education Committee
3. GLAM Committee
   1. draft charter for approval.
4. Technology Committee
   1. Approval
5. Grants Committee
   1. Preliminary discussion

15.30 AOB

• Date of next meeting(s)
  • Full board by telephone, Wed 9 January, 7.30-9.30pm?
  • Full board in person, 9-10 February, London?
  • Exec working group by telephone, Tue 11 Dec, 7.30-9.00pm?
  • Exec working group in person, Sat 19 or 26 Jan, London?

Logistics

• For directions to the meeting, please see Office.
• Accommodation will be organised by the Office - please contact Daria for assistance.
• On the eve of the 17th, rather than visit a restaurant all trustees, staff, any attending or interested volunteers, and their partners are invited to supper at Jon's place from 7, at 181a Kennington Lane, London SE11 4EZ. Bring a bottle. Tube Kennington or buses 59.159. 3 pass the door. Cycle hire racks outside.

Other notes

Per diem expenses

Please see other versions of this revision at [2] (Fæ's version) and [3] (Mike's previous version).

1. A "per diem" expenses allowance may be paid, if it has been approved in advance by the Office and/or the appropriate budget holder, to cover:
   1. meals and refreshments, including breakfast, lunch and dinner for the full rate; or either lunch or dinner for the lower rate; in both cases including refreshment costs in between meals
   2. costs of phone calls and internet connections
   3. incidental transport costs (e.g. bus fares, car park charges, short taxi rides) too trivial to submit claims for.
2. A per diem will be paid where the individual is coordinating, facilitating or presenting at Wikimedia events or for those at other events and meetings when acting as the official representative of Wikimedia UK.
3. The nominal amount of the per diem are as follows. These rates apply within the UK and the EU. Rates for other locations may be determined jointly by the Chief Exec and Treasurer to be higher or lower depending on the cost of living in those locations. The per diem rates are reviewed and approved by the Board on an annual basis.
   1. Full day (over 7 hours of activity including travel to and from) with overnight stay: £30 per day
   2. Full day (over 7 hours of activity including travel to and from) without overnight stay: £20 per day
   3. Half day (4-7 hours of activity including travel to and from): £15 per day
4. Where expenses are paid for directly by Wikimedia UK or another party, then the per diem rate will be decreased accordingly by a join decision by the Chief Exec and Treasurer.
5. Should there be any doubt or disagreement raised in advance of the expense by either party with regards the per diem rate, then the default of requiring receipts for all expenses shall apply.
6. If the per diem rates prove inadequate owing to high local costs then receipts can be submitted for assessment by the office whose decision will be final.
7. These rates are designed to apply to stays of less than 7 days duration within the UK, the rest of the European Union, and the United States of America. Rates for longer stays may be altered at the discretion of the Chief Executive and Treasurer.
8. Where any individual claims per diem expenses on a recurring basis, the Chief Executive will review the arrangement to ensure that the chapter is not breaking its obligations under minimum wage legislation.