In camera resolutions of the board 2015

In line with our transparency commitments, on this page we set out such information as we are able to release about resolutions of the board that have been made in camera, either at or between board meetings.

This follows the resolution of the board at its March 2014 meeting stating that "Board resolutions between meetings are dealt with by means of an on-wiki vote. Unless there is a need for confidentiality, such votes will take place on WMUK's public wiki. Where a confidential vote is required, a record of the vote will be made public to the extent possible".

Public resolutions made at board meetings can be found in the board minutes. For public resolutions made between meetings, see Decisions.

2014 resolutions

Signing the Free Knowledge Advocacy Group EU statement of intent

Further to the decision at the December 2013 board meeting to support the Free Knowledge Advocacy Group EU statement of intent subject to the views of the community, the statement has been open for comment since 11th December on the public Wiki.

It is now proposed that WMUK should publicly sign the statement.

Approved 1 January 2014

Financial and Expenses procedures update

ARC has reviewed the charity's Financial and Expenses procedures, and after trustee, staff and and community input now asks the board to ratify the amended pages, as follows:

• Financial Policy & Procedures (proposed)
• Expense procedures (proposed)

Deemed to take effect as from the start of this financial year, 1st Feb 2014.

Approved 9 February 2014

Coleg Cymraeg Wikimedian in Residence

• To confirm agreement to place a Wikimedian in Residence in Coleg Cymraeg
• To fund this to a level of £10,000. (Their contribution will be the equivalent of £5,000 in kind but this could be increased if the salary demands it.)
• That this funding to be vired from uncommitted funds: £5,000 from the Extended Reach budget and £5,000 from the Scotland budget.

Approved 11 February 2014

To appoint the directors of Cultural Outreach Limited

Cultural Outreach Limited has been established as a wholly-owned non-trading subsidiary of Wikimedia UK for the purpose of holding the charity's rights in QRpedia. It has been recommended that we appoint two independent directors, in addition to Jon Davies. Mike Peel and Doug Taylor have been approached, and both have agreed to serve.

The board accordingly resolves to appoint as directors of Cultural Outreach Limited:

• Jon Davies
• Mike Peel
• Doug Taylor

The board further resolves to instruct the directors to notify Companies House of the appointments within the 14 day deadline.

Approved 11 February 2014

Train the Trainers for Chapter Delegates

Approve funding of up to £10,000 for a two day Train the Trainers course in the days before Wikimania 2014 for twelve delegates from other chapters. Already proposed in our programme to the FDC for 2014-15.

Approved 11 February 2014

Application for company membership

Whereas:

On 13th June 2014 an application was received from <redacted> for membership of the charity

and whereas:

the Chief Executive on the same day referred the application to the board for decision.

In compliance with the legal duty on charitable trustees to

• act always consistently in line with the charity's purposes for the public benefit,
• act always in the charity's best interests,
• act reasonably and prudently in all matters relating to their charity, and
• safeguard and protect the charity's assets, including its reputation,

having considered the best interests of the charity under article 2.3(a), and having taken independent legal advice, the board hereby resolves that the application be refused.

The board further instructs the Chair to finalise the text of a notification to <redacted> with the charity's lawyers, and to arrange for it to be sent.

Approved 18 June 2014

Procedure after refusal of an application for company membership

Where the board decides to refuse an application for company membership under Article 2.3(a), the refused applicant may re-apply no less than twelve months after the date of the board decision. Such a re-application will be considered on its merits at that time.

Approved 26 July 2014

Application for company membership 2

Whereas:

by a decision of 18 June 2014, the board rejected under Article 2.3(a) an application from <redacted> for membership of the charity

and whereas:

written representations were made under Article 2.3(c) on 6 July, and at a follow-up in-person meeting with trustees on 22 July

and whereas:

the board has noted and appreciates the offer of behavioural change that was made, but does not consider it in the best interests of the charity to accept the applicant immediately,

the board hereby resolves to confirm its decision that the application be refused.

The board further instructs the Chair to finalise the text of a notification to <redacted>, indicating that a further application could be entertained after 12 months from the date of the board's original decision (18 June 2014).

Approved 26 July 2014

Co-option of Gill Hamilton as trustee

To appoint Gill Hamilton to the Board of Trustees under Article 17.2 of the Articles of Association.

Approved 14 October 2014

2015 resolutions

Application for company membership 2015a

At the board meeting of 4 July 2015, Resolved: to reject an application for membership.

Approved 4 July 2015

Application for company membership 2015b

Whereas:

by a decision under Article 2.3(a) of 4 July 2014, notified by letter of 20 July 2015, the board rejected an application from <redacted> for membership of the charity

and whereas:

written representations under Article 2.3(c) were made on 22 July, requesting that three of the examples in the appendix to the letter be removed in "the light that you have no objection to me publishing the letter if I have reason to do so"

and whereas:

the board has considered the representations and considers that the interests of the charity are best served by confirming the 4 July decision and declining the requests to amend the letter.

As stated in the board's notification, "You are free to release this letter yourself if you wish, provided that you do so in full." While the board has absolutely no objection to the letter and that of last year being released in full it does not believe that it would be in the interests of the charity to permit the applicant to select the examples that are quoted

the board hereby resolves to confirm its decision that the application be refused and to decline the requests to amend the letter.

The board further instructs the Chair to notify the applicant.

Approved 25 July 2015

2016 resolutions

Application for company membership 2016

The board discussed a membership application from <redacted> and resolved to decline it on the basis that accepting the applicant into membership would involve an ongoing risk to the charity's reputation that would be disproportionate to the benefits.

The chair was asked to inform the applicant accordingly.

Approved 25 July 2015

2017 resolutions

Application for company membership 2017

The chief executive referred to the board an application for company membership.

Application approved 14 July 2017