Govcom Minutes 14Aug14

The meeting started at 14:20.

Present

• Michael Maggs (chair)
• Greyham Dawes
• Alastair McCapra
• Kate West

Staff

• Minutes: Richard Symonds

Apologies

Jon Davies (staff), on holiday.

Minutes of last Govcom meeting

The minutes of the last meeting, at [1], were approved.

Declarations of Interest

All trustees confirmed that they had no conflicts of interest.

14/14 Publication of Expenses

MM asked RS to confirm if the current expenses system was working as requested: he confirmed that it is. AMc asked if this included what he understood to be "constructive remittance": RS confirmed that it does.

22/14 Standardizing the format of Staff Reporting to the Board

MM confirmed that he will be discussing the format of staff reporting with JD at their next one to one meeting.

15/14 Governance audit

MM noted that we received three tenders for the governance audit and that the committee has chosen (by email discussion) the tender from Rosie Chapman. GD wished to see the timetable for this: MM said he would forward it to trustees. A draft of Rosie Chapman's report should be completed for the board training session. Rosie will be interviewing the staff and the board, and some members of the WMF.

GD asked: to what extent will Rosie be covering our relationship with volunteers? MM said that this was unlikely to be her primary focus, which is more on governance issues. There was some discussion about how active our wiki is, and Govcom members were concerned that there isn't much activity in terms of active discussions. MM said this would be discussed in the next item.

16/14 Relationship with volunteers

MM explained that we have set up a volunteer working group with KTC, CC and the then-volunteer Chris McKenna. However, the committee understands that the working group's progress has been delayed by Wikimania and the fact that Chris McKenna is now an employee, albeit on a temporary contract.

MM's feeling after discussions at Wikimania is that the majority of our volunteers do not wish to communicate via a wiki – there is also evidence from the survey we ran earlier in the year that the wiki is seen as an unattractive place by many of our active volunteers anyway. MM said that we cannot force people to talk to us on the wiki - we need additional places that we can contact them through. It should be noted that a lot of volunteers also meet in person in small groups, and we need to reach out to these groups more effectively.

There was a brief discussion of a forthcoming temporary staff absence, and how we must ensure that our capacity in volunteer- and community-building should not be adversely affected. The Board was keen to impress this goal on the Chief Executive.

GD suggested a closed group or closed email facility for the volunteer working group to elicit frank responses from the community, as an open group would not allow the community to be frank.

18/14 Non-board committees

A proposed new non-board committee charter, currently on the public wiki for discussion at Non-board committees, has not been significantly commented on – there have been two negative on-wiki comments, and several more positive off-wiki comments. Govcom discussed both the negative comments and positive comments and the feelings behind them. This has to be part of our much larger volunteer-engagement plans, and can't be considered in isolation.

19/14 Updating the charity's Articles of Association

Some of the articles need updating because they are out of date, explained MM. Further, some are not fully compatible with our desire to demonstrate the highest possible levels of charity governance and procedures, and there are some articles which are very poorly worded. In particular, the article which allows on-wiki board votes needs very close reading in order to be understood. It is far too legalistic and out of date. We also need to review our by-laws: the Trustees are allowed to make bylaws, but the majority of those we currently have are historical and set out detailed operational procedures. Some are simply unclear – these all need updating.

GD has a list of the required simple updates to the Articles, but a more thorough review will need to be made, and draft changes brought to next year's AGM. We have a year to review this, and we must ensure the community is provided with full opportunity for detailed input.

As that means there will probably be a lot of constitutional amendments at the AGM next year, the committee believed that it may be useful to bring a specialist to the AGM to explain the articles and to give confidence to the members in the legality and desirability of any changes that are to be proposed.

AMc also commented on the election process at the AGM and the precise method through which we work an “election” at an AGM, including unopposed elections. This needs looking at.

GD noted that technically we cannot have voting members of board committees who are not also trustees. The articles will need to be changed to fix this if we want to allow “observers” to be voting board committee members.

21/14 Updating the Scheme of Delegation to the Chief Executive

MM explained that we now have, thanks to KW, a table which sets out examples of what is reserved for the board, and what is delegated. This is not a binding document, but simply guidance. JD has set out some changes he would like to be made, but nothing in it is a large change. Any change to the scheme of delegation may also need a review of the CE’s job description. This is still pending.

24/14 Transparency

MM reminded the committee that we need to provide a quarterly narrative for transparency, and a score out of 5. Last quarter, we scored ourselves 2/5.

Positive points

• Ensuring that our published expenses lists are clearly defined and are regularly updated
• Defining formal new transparency commitments, at Transparency
• Publishing an explanatory table of Matters reserved for the Board and delegated to the Chief Executive
• Publishing old in camera resolutions of the board
• New in camera resolutions are now published as soon as possible, in redacted form if need be

Negative points

• The costs of the Berlin conference were not reported promptly and openly, as they should have been.

Other points considered, but not contributing to the score

• A member objected to the lack of live streaming at the AGM. The committee considers the decision of the chair on the day not to live stream to be correct since (1) no member had asked for it in advance, and it has not been done before, and (2) live streaming could potentially have breached our 'safe space' policy.
• Some members indicated they were not happy with consultation on our new website pages (though a greater number expressed approval).

Wording: This quarter, we ensured that our published expenses lists are clearly defined and are regularly updated, we defined formal new transparency commitments, we published an explanatory table of Matters reserved for the Board and delegated to the Chief Executive, we published old in camera resolutions of the board, and we ensured that new in camera resolutions are published as soon as possible, in redacted form if need be. Against that, the costs of the Berlin conference were not reported promptly and openly, as they should have been.

The committee agreed to an eval score for this quarter of 4/5.

25/14 Possible co-option of new trustee

With one trustee (Padmini Ray Murray) stepping down, MM said that we need to consider a replacement trustee for co-option. A CV was presented to the board for a candidate from Scotland with close links to the GLAM world and the Gaelic community. The candidate had previously been turned down, as her employer was at that time in negotiations with WMUK over a partnership, and there were worries about the potential appearance of a conflict. Those worries are no longer relevant. Govcom agreed that she was and apparently continues to be a good candidate. MM proposed that she should be invited down for the October board meeting to observe, with a view to appointing her if everything goes well. It was agreed that this was a sensible course of action, and that an entirely fresh round of public advertisements for candidates for co-option was unnecessary given the exhaustiveness of the search and the interviews that were undertaken not that long ago.

26/14 Membership application and renewal procedures, and rules

MM noted that we need better written procedures for membership, and better renewal processes. In addition, Govcom discussed putting a report before the community about the pros and cons of membership vetting. AMc feels that we should not legislate for problems – this would create over-complicated rules which would never be quite perfect. MM agreed, but said that we do need to consider this fully – possibly something broad and general. The important thing is that any decisions are made reasonably. MM will produce a short paper for the board suggesting a possible process.

There was a discussion about email renewals and the quality of the reminder emails that were being sent out – Govcom was keen to impress that the standard of emails to members regarding renewals needs to improve significantly.

27/14 Annual review of trustees (incl Chair)

As this has never been done before, AMc has assisted by providing an appropriate NCVO document which can be amended for our charity, and then filled in by the board. It should not require much amendment as it is quite comprehensive. MM suggested that Govcom proposes this to the board as a solution: Govcom agreed. AMc will circulate the draft document. Specifically reviewing the chair, Govcom will not discuss this at this meeting as MM is present. Govcom will meet separately, without MM, to discuss this – likely at the same time as the rest of the board reviews.

28/14 Govcom membership

Does Govcom want to appoint an observer? It was agreed that that Govcom would only accept members who had the skills to be useful on the committee – it is wholly inappropriate to have observers take on a roll of “scrutineer” on such a committee. As there are no skill shortages on the committee, it is not at present considered necessary to appoint an observer.

AOB

The date of the next meeting was agreed as 13 Nov 2014 at 09:30.