These are the minutes of the Extraordinary General Meeting that was held on 13 April 2013 at the British Library, London, between 15:30 and 16:30 BST.
The following were present throughout the EGM:
- 22 members
- Named member: John Byrne (JB)
- Named member: Andy Mabbett (AM)
- Named member: Joseph Seddon (JS)
- Named member: John Cummings (JC)
- 40 members who previously voted by proxy
- Trustees (included in 'members' above):
- Doug Taylor [DT] (Chair)
- Mike Peel [MP] (Minutes)
- Ashley van Haeften [Fæ]
- Saad Choudri [SC]
- Tellers (included in 'members' above as appropriate):
- Richard Symonds [RS]
- James Farrar [JF]
- Staff (included in 'members' above as appropriate):
- Jon Davies [JD]
- AGM: Annual General Meeting
- GLAM: Galleries, Libraries, Archives and Museums
- STV: Single Transferable Vote
- WMF: Wikimedia Foundation
- WMUK: Wikimedia UK, the company
The tellers distributed ballot papers to members as they entered the room. WereSpielChequers sent his apologies.
DT started the meeting at 15:34. After introducing himself, he read out a message from the Chair, as follows:
DT briefly outlined the resolutions. DT asked the membership present at the meeting whether they wanted to discuss the three separate resolutions together and take them as a block of three for voting, vote on each in turn, or vote on the first two and take the third separately. Fæ pointed out that there are proxy votes to consider. JF as teller stated that the votes on the three will have to be taken independently, and suggested discussing motions 1 and 2 together.
Resolutions 1 & 2
DT explained the first resolution, and the background that the company currently have seven trustees who are elected by the membership. He also explained the background of the governance review, and the proposal of an introduction of three co-opted members, and a fourth in an extraordinary situation (for example, if the chair was going to stand down, and we wanted to co-opt someone to be a new chair).
DT moved on to explaining the second resolution, including the distinction between the co-opted trustees described in the resolution and the two current co-opted trustees in membership-elected positions at the moment. He described that the idea behind the co-opted trustees was to broaden the skills on the board - e.g. if there was no-one with financial expertise, then we could approach individuals or organisations to seek a co-opted trustee to fill that skill gap. Similar with GLAM, where we could approach museums and organisations that could suggest trustees for the board. He explained that he doesn't expect the board to suddenly increase in size after the AGM, since we want to stage the appointment of new board members over the course of 6-12 months so that we can grow the board in a manageable way, and so that we have continuity in the future so that we don't end up having a lot of trustees standing down at any one time.
RS pointed out that the resolution works the other way around - it also allows for an all-professional board to co-opt Wikipedians so that there is always a foot in the door one way or the other, and that we have the right balance of accountants, lawyers, community members, etc.
DT formally moved the two resolutions. At JB's request, DT clarified that the term of the co-opted trustees is a two-year term from the date of the appointment.
A member requested a brief explanation of how the governance review came about. DT explained that this followed from very adverse speculation in the press, where there was quite a lot of fuss about WMUK's involvement in Monmouthpedia, a project that was run last year, and was run by the Chair of WMUK at the time, Roger Bamkin. When the project started running into difficulties, Monmouth City Council offered Roger a consultancy to help sort their end of it out, which Roger accepted and declared as an interest to the board, and thereafter played no part in the decision-making process about Monmouthpedia, and stood down as Chair. Fæ became chair and managed that COI with input from DT when he came onto the board. Both did their best to make sure that things were as open as possible, however the impression was able to be made that there were actions not happening in good faith. The WMF didn't take our side on the issue, and felt that we were behaving inappropriately. DT acknowledged that we hadn't informed the WMF about Roger's COI, but that we were an independent organisation. JB noted that Roger had declared that interest publicly on-wiki. As a result, we sat down with the WMF and agreed that we would have a governance review, come back with recommendations, and also see for sure what had happened.
AM quoted Jimmy Wales on his view of Monmouthpedia: "Bringing a whole town to life on Wikipedia is something new and is a testament to the forward-thinking people of Monmouth, all of the volunteers and the Wikimedia UK team. I'm looking forward to seeing other towns and cities doing the same thing.". AM commented that it's easy to overlook how successful Monmouthpedia was.
A member asked why the number of board members would be changed to the even number of 10, due to the risk of a divided board. DT replied pointing out that one person abstaining on an odd-numbered board would lead to the same situation, so that this wouldn't make any difference, and that we try to reach consensus in our decision-making process.
A member asked what the problem is that we or the governance reviewer are trying to solve with the co-opted board members. SC answered that our board composition didn't make much sense compared with other charities across the UK - that we had skills gaps that weren't being met as everyone was being elected by the community, and as we're moving forward with projects with substantial budgets and impact, we need to fill those skills gaps. As such, we need an ability to co-opt board members to fill those gaps, and this was the only way that we could see to do that outside of the election process. He added that this was one of the recommendations that we should follow to solve this issue.
JB also added that seven is a very small number of board members, and although he wasn't convinced about the skills gap at the time of the governance review, he did think that seven was too small (particularly given the frequency of board members resigning). He also thinks that we should also mention Gibraltarpedia here, which was not a WMUK project but for which we were given flak.
JC asked why they would be board members rather than an adviser or associate. DT replied with his view, that if you give someone a vote then they share the responsibility, and they are more likely to participate in all parts of the board.
A member asked what the relationship is between the WMF and the charity, and where the advice came from. JB replied by explaining that we are independent from the WMF, with a chapters agreement with the WMF, but that we are a separate UK organisation and charity, and that our objectives aren't limited to the Wikimedia projects, although they are aligned. The member asked for clarity on the backing of the WMF. DT explained that we have permission to use the trademark and logo, and that we ran the risk of impugning the logo use, and that we hadn't done as well as we could have done with Monmouthpedia, hence the governance review that was done jointly by WMUK and WMF. JB added that we had already decided that we wanted the review, and WMF also wanted to have a review, and they offered to pay for it.
A member commented, as someone who had served on boards in the past as both elected and co-opted trustee, that co-option is not that unusual, and is a good way of getting skills onto the board. He also said that it's standard that any co-opted trustees would take equal responsibility for the decisions made.
JS asked how the term of a fourth co-opted trustee would be counted. DT explained that if the person standing down is a co-opted trustee then we would be back down to 3 co-opted. However, if the person standing down was an elected trustee, then we could bring in someone else to cover him, but we would not be able to have an overlap in that situation.
JF explained the voting process, that this is a special resolution requiring 75% of the people present, and that abstaining members count as a 'no'.
The meeting moved to a vote.
- For: 59 in total including proxy votes (21 in the room)
- Against: 3 in total including proxy votes (1 in the room)
- Outcome: Passed.
- For: 56 in total including proxy votes (19 in the room)
- Against: 6 in total including proxy votes (3 in the room)
- Outcome: Passed.
DT explained resolution 3. He asked if those present wanted the STV system explained; the meeting didn't. The motion was moved.
JF pointed out that the AGM late year had a detailed discussion about the voting system, so JF undertook as teller to ask the community what they wanted. STV was the only one other than the existing system that had support from the community, which is why it is being put forward here.
JS commented that having the 50% cut-off in approval voting gives us the safety net to help make sure that nutters don't get elected. Changing to the STV system would mean that people that would not have previously been elected to the board under the approval vote would be, and he was concerned that it exposes the charity to have people on the board that would be unsuitable, without receiving any vote. JF pointed out that it is unlikely that the full board would be elected at once. DT pointed out that SC was given 50% support but not elected and was co-opted to the board. DT explained that he would feel worried about appointing anyone to the board that did not receive support at the election.
MP explained that the election rules are currently entrenched, so that they could not be changed except by the membership, and that this would continue with the new election rules.
JF came up with two potential ways of keeping the 50% rule, but neither of which was particularly useful. One was re-opening elections and having a 'none of the above' option, but this doesn't fit in well with the STV system. The other one was giving each candidate a yes and no, and then ranking each candidate in order - but the meeting felt that this wasn't a good system.
It was pointed out that the call for changing to STV was started by the community.
The meeting moved to a vote.
- For: 53 in total including proxy votes (17 in the room)
- Against: 9 in total including proxy votes (5 in the room)
- Outcome: Passed.
JF made the point that grammar and accuracy should be improved here, with regards "fewer" and "retire".
DT thanked the members for attendance, and the meeting thanked the tellers for their work. JD encouraged attendees to return to attending GLAM-WIKI.
DT closed the meeting at 16:23.