GovCom minutes 2022-06-08
Online meeting on Wednesday 8th June from 4pm to 5.00pm
Present: Monisha Shah, Rod Ward, Rosie Chapman, Lorna Campbell, Marnie Woodward, Staff: Lucy Crompton-Reid, Katie Crampton (minuting).
Consideration of funding from European Climate Foundation (ECF)
MW was present for this discussion, which preceded the main business of the Committee.
LCR introduced the item, explaining that as per our Donations and Grants Acceptance Policy, any restricted funding over £25k needs to be approved by the board. She gave a brief overview of the project, which is for a Wikimedian in Residence based in the Global Systems Institute (GSI) at the University of Exeter, but directly employed by Wikimedia UK. This project has been in development since 2020 but is only now becoming viable with potential funding from the European Climate Foundation.
There was a discussion amongst the trustees about the potential risks and benefits of the project, including possible reputational risks. It was noted that neutrality would be key, as would keeping the funder at arms length regarding the actual content generated through the project. It was agreed that the funder should be declared in our Annual Report and Statutory Accounts. GovCom requested that board members see the monthly reports produced by the Wikimedian in Residence.
The discussion concluded by approving acceptance of the grant.
MW left the meeting at this time.
Declarations of interest relating to matters on the agenda
Minutes of last GovCom meeting
LC sent apologies, minutes have been edited to reflect this.
Matters arising and not covered elsewhere
LCR is going to delegate exploring the options for an online Board Portal to the new Finance and Operations Coordinator.
Plans for the AGM
Four documents about the AGM were shared with GovCom as part of the agenda. It was noted that we have a full programme planned for a separate Community Day in August.
The agenda for the formal AGM has been based on previous years and compliance with our Articles. Some flexibility has been built in depending on how many people stand for election, and therefore how much time will be needed for candidate questions.
There was a discussion about the elections, and an action for LCR to email the board and ask them to get in touch with any potential candidates.
The agenda for the AGM was approved.
The resolutions were agreed by GovCom and recommended for approval by the full board.
It was noted that a few updates to the Becoming a Trustee page on wiki are needed.
LCR talked to her paper explaining the policy for Honorary Members and listing our current cohort. She asked GovCom to agree to a change in the criteria, requested by several trustees and staff members last year, specifying that Honorary Membership be conferred on people whose significant contribution to the charity has been made in a voluntary capacity. This was agreed. LCR talked through her proposed approach to identify Honorary Members, which was also agreed. Action for LCR to contact staff and trustees requesting suggestions for new Honorary Members.
Review of co-opted trustee positions
LCR and MS reviewed all trustee and tenure terms with a view to succession planning. After discussion the Committee agreed that elected and co-opted Trustees should be treated equally where possible, to eliminate any uncertainty of tenure. It was also agreed that a regular refresh of the Trustees board was in the best interest of the organisation, except in exceptional cases where continuity needed to be preserved. A full or partial third term for co-opted Trustees would be used in exceptional circumstances to achieve a smooth transition and to ensure continuity.
The Committee agreed that both elected and coopted Trustees should serve a maximum of two terms. Elected Trustees were elected for a 3 year term and would need to stand for re-election at the end of their first term. Co-opted Trustees would be appointed for an initial 2 year term, and would need to be approved by the full Board. Re-appointment would not be automatic but would depend on it being mutually acceptable between the Trustee and the organisation.
Action: MS to contact all Trustees whose terms came to an end this year to discuss re-election/re-appointment.
Draft Charter for Community Development Committee
The Community Development Committee is a proposed new subcommittee of the board. LCR has drafted a Charter for this Committee, largely based on the Charters for ARC and GovCom. The following points were discussed:
There was a request to change one line, which is rather negative (‘No decision of the Committee may conflict with a prior decision of the Board’) to a more positive expression (‘The Committee should act within the parameters of existing board decisions’). This was agreed. Action for LCR to make this change across all three Committee Charters.
It was noted that the Charter stipulates that any observers must be members of the charity. GovCom agreed that this shouldn’t be a requirement Action: to change this across all three Charters.
It was agreed that which staff serve or attend the Committee is an operational decision to be made by the Chief Executive.
Action: Present the draft Charter to the board for their consideration and approval.
MS gave a note of thanks to LC for everything she has done in her formal capacity as a board member, although we know we are not letting her go as a member of the community and a friend of the charity.
Date of the next meeting
31st August 2022.