Govcom minutes 2015-08-24

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These minutes were approved at the Govcom meeting of 16 November 2015.

Minutes of the Govcom meeting of Mon 24 August at 2.30 pm, at the WMUK office

Present: Michael Maggs (chair), Kate West

In attendance: D'Arcy Myers

Apologies[edit | edit source]

Apologies were received from Greyham Dawes

Minutes of last Govcom meeting[edit | edit source]

The minutes of the last meeting were approved

Matters arising[edit | edit source]

None

CEO transition update[edit | edit source]

DM provided the committee with an update. He and Lucy Crompton-Reid (CEO elect) are in regular contact and have agreed on the handover protocol. There will be at least five working days of overlap, with DM providing assistance - subject to his availability - on a day basis as Lucy thinks best. If Lucy feels that more time is needed, she has the board's support to obtain it.

2015 AGM follow up[edit | edit source]

The charity's articles need to be updated on the wiki. MM agreed to get that done.

The board committee charters need to be updated allow non-trustee members. It was agreed that MM would work on a draft, for discussion by Govcom. Once agreed by Govcom the changes will need to come before the main board. The new charters should:

  • allow for the appointment of several non-trustee members at the discretion of the board
  • require that non-trustees are members of the charity, and that they agree to a code of conduct
  • incorporate a quorum that ensures that non-trustee members cannot outvote trustee members.

Board committee memberships will be discussed by the board at the September meeting. Two possible external names were put forward.

There was a discussion of board officer roles. The board should consider whether any changes are needed to the board secretary role, or even whether it is still needed, given that much should as a matter of good governance be delegated to the staff via the CEO.

The minuting of board meetings continues to be problematic. It was agreed that having a trustee take the minutes is not good practice, and that staff minute taking should be avoided at least for the present. It has not proved easy to find a confidential, reliable and available volunteer to take on the role. The committee agreed that in the circumstances we should consider paying a professional minute taker, and KW and DM will look into costs. DM indicated that he would be prepared to take this on himself, as part of his wish to provide ongoing support for the charity, not at his normal consultancy day rate but at a standard minute-taker rate. It was agreed that this could be an excellent way forward.

Board Committee minuting should continue to be dealt with on an ad hoc basis.

Volunteers strategy day follow up[edit | edit source]

Daria and Stuart joined the meeting at this point, to provide feedback on work that has been undertaken following the volunteers strategy day. They recommended a single 'partnership' advisory board rather than separate advisory boards for GLAM and education.

Daria and Stuart left the meeting at the end of this section.

Board development, engagement and continuity[edit | edit source]

There was a discussion of trustee engagement. It was agreed that the current Trustee Code of Conduct should be updated and clarified. That will be led by Govcom who will recommend changes to the board.

With the charity's current focus on significantly expanding GLAM and partner outreach, it was agreed to recommend to the board that Nancy Bell of The National Archives (TNA) should be co-opted for her exceptional specialist skills, expertise and contacts for a two-year period. This will bring the co-options to four, the maximum allowed under the charity's articles.

Govcom issues for the next 12 months[edit | edit source]

Our articles of association have a number of non-standard features, and it was agreed to work over the next 12 months to tidy them up based on the Charity Commission model articles, with changes as needed for our particular needs. This will be done at a leisurely pace on the wiki to ensure that our community has ample opportunity for discussion before the next AGM when any proposed changes will need to be put before the members for approval. Govcom will also take the lead, working with the CEO, in recommending changes to outdated internal policies and creating proper bye-laws, with less procedural and operational detail that needs board approval. At the same time we will work with the CEO on an updated scheme of delegation.

Transparency[edit | edit source]

A quarterly narrative is required from us for transparency compliance against the transparency KPI "Transparency compliance as determined by Govcom against published transparency commitments". This relates to Strategic goal G2b.2: "We have a high level of openness and transparency, and are recognised for such within the Wikimedia movement and the UK charity sector". See Strategy monitoring plan.

The following wording was approved:

G2b.1
The charity's quality of governance has been formally recognised by our independent reviewer, and we are proud of the progress we have made over the last 12 months. That said, some aspects of implementation continue to cause inefficiencies, including our CiviCRM computer system which remains problematic. Our new staff structure, with greater focus on volunteer-facing roles, will take time to bed in, and inevitably the reorganisation has required significant internal effort to audit and improve our office systems.
G2b.2
3/5
The need to improve openness and fully bring volunteers into the heart of everything we do remains a top priority, as evidenced by last month's volunteer strategy day. Work still remains to be done to incorporate these ideas into our day to day practice, and to ensure that everyone builds the questions 'how can I help volunteers?' and 'how can volunteers help me?' into all activities.

AOB[edit | edit source]

The state of the charity's wiki was discussed. There are quite a lot of pages that are out of date, and categorisation and navigation has gradually been getting worse. Apart from being a practical issue, this is increasingly becoming a hindrance to effective governance. While volunteers are able to help, in practice few are inclined to work on purely admin matters such as this (and we don't advertise the need very well, either). DM suggested there should be a regular monthly staff wiki update sessions, with assistance and training as needed by one of our trainers, with volunteers being invited to take part as well.

Dates of meeting[edit | edit source]

The next Govcom meeting will be on Thur 12 November at 2:30pm.