GovCom minutes 2020-05-20
GovCom Minutes 20th May 2020, 4-6pm online
Nick Poole, Sangeet Bhullar, Rosie Chapman. Staff: Lucy Crompton-Reid, Katie Crampton (minuting).
Declarations of interest relating to matters on the agenda
Minutes of last GovCom meeting
Matters arising and not covered elsewhere
NP opened the meeting - his first as Chair - by reviewing the Governance Charter for the committee, which was approved by the board in December 2015.
LCR confirmed that the membership of the committee has indeed been reviewed previously, although perhaps not on an annual basis.
The board has power to delegate tasks to GovCom. NP suggested a review of the remit of GovCom, asked members to consider the matters that the board delegates to GovCom and to decide if they are the right ones.
LCR raised that according to the charter, GovCom should have 3 - 5 trustees, but we currently have 2 with NP and SB, and one external member (RC). The current level of membership seems to work well, and whether this requirement should be changed was discussed later in the meeting.
LCR raised that Honorary Memberships were introduced last year, and could perhaps be added to the list of delegated duties. However after some discussion it was agreed that GovCom could suggest candidates for Honorary Memberships but that these should be approved by the full board.
NP outlined that the board is accountable for the actions of the charity, but they can delegate tasks to GovCom. Highlighted the need to build GovCom membership to cover key skills, and review which board functions they should delegate to GovCom. LCR suggested bringing this discussion to the September board meeting or Away Day, rather than the next board meeting, to include any new trustees appointed at the 2020 AGM. The committee agreed, but noted that the skills needed on GovCom should be outlined to ensure we are looking for candidates to fulfil those roles.
- Programme of activities for the day
- Agenda for the AGM element of the day
- Resolutions and Elections (including potential new trustees)
- Logistics (including online platform, voting etc)
Our plans for the 2020 AGM have changed since the last GovCom meeting, as it was agreed at the March board meeting that we should move it online. LCR has been in discussion with Michael Maggs about how we could manage this in keeping with our constitution. While there is nothing to stop us holding the meeting online, we cannot have live voting on the day of the AGM, as participants won’t be considered to be present in person according to our Articles of Association. We can still have proxy voting, which closes 48 hours before the meeting starts. There was a discussion about this but LCR confirmed that proxy voting is the best we can do within our current Articles. This is part of the reason for Wikimedia UK (WMUK) drafting a special resolution, to be approved by the board, to enable us to have online voting in future.
Agenda - LCR relayed that WMUK staff have had two planning meetings, in which we agreed to replicate some aspects of an in person AGM, but not emulate entirely. The main thing we decided not to do this year is to have a keynote speaker, but to keep the most popular items like Lightning Talks and Awards. LCR outlined the idea of having a talk on WMUK’s response to COVID-19 in place of the keynote. The movement strategy and rebranding will be a short broadcast session too, but we were still working through the potential of receiving feedback from members at the time of GovCom. WMUK have been gathering information from other chapters and user groups on how their AGMs have been moved online to learn from the wider movement LCR’s recommendation to GovCom was to keep the AGM itself short, especially as there won’t be live voting on the day.
NP asked what we want to achieve with the AGM. There’s the statutory obligation of having an AGM as a membership organisation, and the opportunity to engage with members and other stakeholders. LCR answered that our AGM’s aim is to achieve both. Whilst we do ask members to vote in elections and review reports, the average member is probably more interested in hearing what the charity and wider movement is doing, and receiving reassurance that the charity is being run well.
SB asked whether the current trustees who are standing for reelection need to be nominated by another member. LCR answered that yes they will need to be. SB also asked whether there will be an opportunity for members to ask questions prior to voting. LCR answered that yes the usual candidate questions page will be live on our wiki with an invitation to email questions to us or add directly, but we’ll be sure to highlight this opportunity in our messaging this year.
SB was keen to reevaluate the decision not to have a keynote speaker. LCR agreed that the draft agenda was flexible and up for discussion.
The AGM itself is fairly fixed because of the reports, and we have a single transferable vote system which is usually counted during these reports. But this year, even if we have a contested election we’ll have counted the votes beforehand, so the AGM itself should only be an hour. RC agreed that the formal AGM is no more than an hour from her experience of other recent AGMs. RC recommended looking at the Southbank Women’s festival on the BBC website, which has a recap session at the end that could be emulated in our AGM. LCR agreed to have a look at the WoW festival to get some ideas for creative visual graphics.
NP highlighted that it’s a huge amount of administration creating a space for people to network, so to be mindful of that.
LCR recapped that we’re planning a very clear agenda to allow people to dip in and out of the sessions they’re interested in. Agreed to review the decision about whether or not to have a guest speaker.
Resolutions and elections - we circulated standard ordinary resolutions which were approved at the last board meeting. KC and LCR recommended that it would be useful to have a special resolution about online meetings, and a second special resolution allowing WMUK more leeway with paper voting packs, for environmental and cost reasons as well as staff time.
The quoracy of the 2020 AGM is 5%, lowered at the 2019 meeting from 10%. Given WMUK’s approximate 500 members, that’s 25 voters.
LCR noted that she, KC, and the senior management team were keeping an eye on key dates with a spreadsheet and regular meetings.
NP made a reminder about announcing quoracy at the start of the day, and asked whether WMUK does obituaries at the end of the meeting. LCR answered that we don’t as we’re a small membership, but we’d certainly announce it if a member of our community passed away. She noted that there Wikimania always includes some kind of memorial to community members who have passed away during the previous year.
WMUK does promote the opportunity for members to propose resolutions, and will be making the process clear as usual.
NP suggested that future AGMs should involve the membership more closely in planning the programme. LCR agreed.
Elections - LCR confirmed that there are three vacancies for the board, but that two current trustees are expected to stand for reelection. There was some discussion on priorities for election, and it was agreed that we should make it clear that we are looking to diversify the board further. There is also a need for legal expertise - particularly in regard to the areas of WMUK’s work in e.g. copyright law and open knowledge - but this need is more likely to be fulfilled with a co-opted trustee. RC asked if we actively seek out diversity, which LCR answered that we do, it was made a key feature at last year’s AGM. For the formality of the election process, LCR outlined that we’ll go through the normal process this year of any member being able to stand, and that we’ll actively advocate for diversity in applicants.
Logistics - KC has been researching video conferencing platforms, and found Big Blue Button was an excellent open source option, but have introduced a time limit due to increased demand. SB stated she had no strong opinions on what platform we use, but that it must have strong security. NP agreed that he is happy to approve whatever WMUK’s recommendation is, but that the chosen platform must maximise participation and transparency.
We will be asking people to pre-register for the AGM via Eventbrite.
Action for LCR to circulate the draft AGM agenda and the governance planning spreadsheet.
GovCom were asked how they’d like to see board development happen in future. Need to define what we intend the board to be like, and then plan the best strategy for development. Following the last board evaluation, we identified some key needs - including legal skills, communications and fundraising. At the 2019 AGM elections and through co-opting trustees, we were able to cover some but not all of these areas.
NP suggested that recent board elections and co-options have been done through current trustees’ networks, which may not be great for diversity. LCR argued that this model has actually allowed us to increase the diversity of the board, as we’ve been able to target candidates from diverse backgrounds rather than relying on the community, which tends to produce a certain demographic of candidate. NP agreed that the current process has led to the right outcome.
NP outlined the role of a trustee and the three things we’re looking for; being an essential trustee at a statutory level for charity law, being an essential trustee for WMUK to use for advice and expertise, and building trustees ability to be an effective ambassador of WMUK’s work in their external networks, events, and online. SB picked out the ambassadorial role, and agreed that more work into building trustees as ambassadors would be useful. SB asked for more information on how to highlight the work WMUK is doing, and suggested she could put in some time to contact schools to consult with them on their understanding of Wikimedia. RC offered her professional insight for WMUK if they were a client, and noted that effective induction for trustees is essential. Most charities don’t talk about advocacy, but RC agreed that it’s key. The current WMUK board works well together, in both the area of behaviour and dynamics, and in effectively challenging each other’s views to come to the best solutions for the charity.
RC offered areas for consideration:
- How we continue to attract and retain great, diverse talent to the governance of WMUK
- Induction and 'sheep dip' into the principles of good governance/role of the Charity Trustee/collective decision-making (for new and existing Trustees)
- Ongoing training in how to be an effective WMUK Trustee - representing and championing the organisation
- Ongoing development of the Board to promote ideal behaviours and dynamics including:
i) Mechanisms for informal self-evaluation
ii) Identifying skills needs, and
iii) Reviewing individual Trustee performance
NP suggested reviewing the formal charter and whether it’s right after the summer.
There was a discussion about whether an additional trustee would be a helpful addition to the committee, and it was agreed that we should better articulate the importance of GovCom to the current board and new trustees after the 2020 AGM. We should also be clear in our recruitment of trustees that we have an expectation of candidates to join one of the subcommittees.
Date of next meeting
3rd September 2020.