GovCom minutes 2021-02-25
GovCom Minutes of the meeting held on 25th February 2021
Housekeeping
Attending
Nick Poole, Lorna Campbell, Rod Ward, Rosie Campbell. Staff: Lucy Crompton-Reid (minutes).
Apologies
Katie Crampton (staff)
Declarations of interest
None
Minutes of last GovCom meeting
The minutes were approved as a true record of the meeting.
Matters arising
None
Planning for 2021 AGM
Date and Time
LCR proposed that the AGM take place online on Saturday 10th July 2021, with exact timings to be confirmed. GovCom approved the proposed date.
Resolutions
LCR reminded the committee of the ordinary board resolutions that will need to be proposed at the AGM:
- A motion to appoint board members
- A motion to note the annual report and accounts
- A motion to set membership fees
- A motion to appoint auditors
No special resolutions are being proposed at this stage. It was noted that several special resolutions were proposed and approved at the 2020 AGM to enable us to run online or hybrid meetings.
Board Elections
It was noted that there will be up to three vacancies for elected trustees at the AGM, as the following board members will need to step down or stand for re-election:
- Nick Poole will have served six years by July 2021 and will therefore need to step down in accordance with our articles
- Doug Taylor will have served six years by July 2021 and will therefore need to step down in accordance with our articles
- Rod Ward will have reached the end of his elected two year term but will be eligible for re-election (and has indicated his willingness to stand).
It was noted that the only trustee retiring from the board at the 2022 AGM will be Lorna Campbell, who will have reached the end of her maximum six year term. Sangeet Bhullar and Andrea Chandler will both have served their elected three year term, but will be eligible for re-election should they choose to stand again.
There was a discussion about recruiting to the board and agreement that we should explicitly target members of the community for the upcoming board vacancies. Where possible, alongside a track record of contribution (in whatever capacity), the following skills, knowledge and experience would be welcome:
- External relations
- Charity law
- Governance
- Cultural sector
The committee discussed the diversity of the board and it was noted that there are currently no trustees under the age of 40. It was felt that having a younger trustee on the board would be beneficial and that this should be part of our communications. It was also noted that we should be clear about the role and responsibilities of the board, as not everyone interested in standing will have governance experience.
It was agreed that LCR would start communicating with volunteers and members asap about the upcoming board elections, stating our priorities, but noting that all members are entitled to stand for election. Action: LCR to email members and volunteers in March
Synchronous voting
LCR noted that we would be trialling synchronous online voting at this year’s AGM for the first time. KC has previously looked into some options for this and would do some more research into relevant tools over the next few months, with a proposal to come to the next GoCom meeting. Action: KC to propose voting tool at next GovCom meeting
Planning for community element of the day
The committee discussed how we can encourage people to ask questions on the reports in an online environment, and this is something that LCR will pick up separately with NP.
It was noted that previous in person AGMs have often had breakout sessions on various topics, and now that we are all more familiar with video conferencing this could be part of the programme.
Generally, the committee felt that it is important for people to feel like they’ve been consulted on the content of the day. It was agreed that LCR will email members and the community mailing list in March to ask for input and ideas, whilst outlining some suggestions for what the day might involve.
NP asked about the outcomes from the event and noted that at CILIP it’s about accountability, engagement and celebration. LCR responded that this was very similar for Wikimedia UK, with the addition of legal compliance with our articles.
Succession planning for Chair role
As NP has to step down this July, the board of trustees will need to appoint a new Chair. Some options were discussed, including appointing from within the existing board, advertising externally for a new Chair (who would then need to be co-opted), or specifying for the upcoming board elections that we are looking for a new Chair. It was agreed that in the first instance, LCR would contact all board members to find out if anyone is interested in the role. Action: LCR to contact all board members regarding the Chair role
Revised Trustee code of conduct
LCR talked through the proposed revisions to the Trustee Code of Conduct, including adherence to the Universal Code of Conduct (UCC). The committee was broadly happy with the content of the revised code - which several members had commented on prior to the meeting - however there were questions over who would be enforcing the new UCC. LCR was unable to answer these, however she noted that she was due to meet soon with several members of the WMF Trust and Safety team to discuss enforcement pathways. Action: LCR to share the revised code with the full board for discussion and approval.
Finance roles and responsibilities
LCR gave a background briefing to her paper on financial roles and responsibilities within Wikimedia UK. She noted that when Carol Campbell and Greyham Dawes were due to step down, it was agreed that the roles of Treasurer and the Chair of ARC could be combined, as there was no longer the same requirement for the hands on involvement of trustees in the charity’s finances as there had been six years previously. A role description for this merged post was created by LCR in consultation with Carol and Greyham, along with an application pack to support an external recruitment process. During that process, which largely took place while LCR was on maternity leave, a decision was taken to appoint two new trustees, with Jane Carlin becoming the Chair of ARC and Marnie Woodward becoming Treasurer. However, the responsibilities of these two roles were not separately defined at that point.
The risks and benefits of the current model were discussed by GovCom with the conclusion being that there may be a need to simplify financial accountability within the organisation; possibly by merging these two posts. It was noted that a change in an officer role did not mean that either of the trustees in these roles would have to step down from the board itself, or indeed the sub-committee. Action: NP to discuss with JC and MW.
Committee recruitment update
LCR updated the committee on recruitment to ARC, and shared some background information about Adrian Beidas, attending the next ARC meeting as an observer.
NP asked the other members of the committee whether they were happy with the way GovCom is working and they confirmed that they are. There is no current need to recruit new members for GovCom.
AOB
None.
Date of the next meeting
Wednesday 27th May at 4pm.
Lucy Crompton-Reid
February 2021