Minutes of the Wikimedia UK Board Meeting
Sunday 26 April 2009, 5:30pm
Matlock Rooms, Krobar, 325 Oxford Road, Manchester
Actions are marked in bold
Note: This is the public version of the minutes. Further sensitive decisions are noted in the private version.
- 1 Present
- 2 Apologies for absence
- 3 Agenda
- 4 New Board
- 5 Thanks to outgoing board
- 6 Previous Board minutes
- 7 Board roles
- 8 Election of positions
- 9 Handover from the outgoing board
- 10 Review of the previous Board's activities
- 11 Location of Registered Office
- 12 Delegated Authority
- 13 Bank account signatories
- 14 Wiki user rights
- 15 IRC user rights
- 16 Email list
- 17 Email addresses
- 18 Frequency and length of Board meetings
- 19 Reserve Policy
- 20 Trademarks and chapter agreement
- 21 Legal representation
- 22 Press release
- 23 Grant request
- 24 Next meeting
Board members: Michael Peel (MP) (initial chair as the person who received the highest number of votes), Joseph Seddon (JS), Andrew Turvey (AT), Thomas Holden (TH), Paul Williams (PW), Zeyi He (ZH), Steve Virgin (SV)
Attendees: Kwan Ting Chan (KTC) and James Humphreys
Apologies for absence
TH and ZH gave apolgies for having to leave early.
Agenda proposed at Meetings/2009-04-26/Agenda was approved. Items in italics would be taken if there is sufficient time.
The election of the new Board as reported at Meetings/2009_AGM/Minutes#Election_results was noted.
Thanks to outgoing board
A vote of thanks was given to the outgoing Board and the tellers. JS agreed to arrange for a token of our appreciation to be sent to the retiring Board members, KTC and Mickey Conn, and to the tellers, James Humphreys and James Farrar.
Previous Board minutes
The minutes of the Board meeting dated 20th April were approved unchanged.
It was agreed to continue the practice of the previous Board to distribute roles around Board members, as a starting point to the tasks the members would do. It was agreed to consolidate the "administrative" roles and to have new roles focussing on activities as follows:
- Chair: As per the previous role, but to also including media relations
- Treasurer: As per the previous role, but to include the administrative parts of the previous Membership Secretary role
- Secretary: As per the previous role, but to also include meeting minutes
- Volunteers Director: To include the membership recruitment parts of the previous Membership Secretary role and the internal parts of the Communications role (including the Newsletter)
- Events & Conferences Director: To include organising the 2010 UK Conference as well as initiatives like the Oxford Wikimania bid.
- Corporate Relations Director: To include liasing with potential sponsors and partners
- Initiatives Director: To take an overall lead in encouraging initiatives.
Election of positions
Chair: PW and MP both put themselves forward for Chair. MP was elected by a majority vote.
Treasurer: TH agreed to continue as Treasurer and was elected unanimously
Secretary: AT agreed to continue as Secretary and was elected unanimously. AT will file the necessary forms at Companies House regarding the changes of directors and the Special Resolutions.
Other roles: The other roles were considered together. It was agreed that:
- JS will take the lead with events,
- PW will take the lead with volunteers, and will arrange the April Newsletter
- SV will take the lead with corporate relations, except for any relationship with Dow Jones which will be led by JS
- ZH will take the lead with initiatives
Handover from the outgoing board
Chair mentioned a few additional administrative items re email addresses and the IRC channel. Reference was made to the list prepared by the outgoing board of items in progress.
Review of the previous Board's activities
Given the discussion at the AGM, it was felt no further discussion was necessary.
Location of Registered Office
It was agreed to continue using the home of the Secretary as the Registered Office and the location of the master copy of the Registers. The Treasurer will maintain a copy of Register of Members and record new members as they are admitted and provide the Secretary with updates for the Master.
It was agreed to not grant any delegated authority per section 82, Charities Act 1993 to individual directors and deal with ad hoc requirements as they arise.
Bank account signatories
It was agreed to add MP to the signatories so that any two of MP, AT and TH can authorise payments. TH will also set up these three on the on-line banking. TH will also notify the bank of the change in the directors.
Wiki user rights
Therefore it was agreed that KTC and MC will be removed as Bureaucrats but kept as Admins. It was agreed to continue with User:Tango and User:Majorly as Admins. SC, JS, ZH and PW will added as Bureaucrats and SC, ZH, PW will be added as Admins.
MP agreed to look into setting up a Board-only private wiki for sharing confidential documents.
IRC user rights
PW will investigate and report back to the next meeting.
JS will talk to SV and ZH about learning to use the IRC channel.
It was thought MC and User:Jdforrester are the two owners of the list. AT will email to get the owners changed to the current Board members only. [Note: it's actually Jdforrester and David Gerard - see notice at the bottom of this page
It was agreed that all Board members be subscribed to the chapters list and that AT, TH, MP, PW and SV be subscribed to internal. AT will implement. JS will approach internal-l to see if he can get individual membership for himself and ZH.
ACTION: AT, JS
Frequency and length of Board meetings
It was agreed that Board meetings would be:
- Held on IRC, as at present, as this is a public forum
- Held weekly - to be reviewed after a few meetings
- Normally on Tuesdays
- Start at 8:30pm
- Limited to 2 hours
- More focused agendas with more done outside meetings
- Chair will distribute agenda at least 48 hours before and confirm attendence
TH left the meeting at this point
AT and MP explained that the Charity Commission expect charities not to receive donations and just keep them in the bank account: they should be spent on charitable activities within a reasonable time, keeping back enough reserves to prevent disruption to activities caused by a sudden drop in income.
It was agreed that adopting a reserve policy at this stage would be premature and to reconsider this at a later date.
Trademarks and chapter agreement
The Foundation are currently drafting a new standard Chapter Agreement. When the draft is published it will be brought to the Board.
Further to discussions at the Berlin chapters meeting, a request has been drafted for wide ranging permission from the Foundation to use all their trademarks including the name and logo for "Wikipedia". AT agreed to send this round the new Board and then if all members are happy, send to the Foundation.
The Board resolved that no changes to the WM-UK Chapter Agreement would be agreed without prior consultation with the community.
ZH left the meeting at this point
It was agreed that we would ask for a quote from a commercial law company for written advice regarding:
- Whether the fundamental aims are consistent with charity law
- Whether the wording of our constitution or correspondence needs to be amended
- How we should word any appeal
AT agreed to approach TH to ask him to arrange one. AT will also follow up LawWorks.
It was agreed to issue a press release within the next 24 hours regarding our AGM. MP agreed to draft
AT informed the Board that a grant request has been submitted to the Foundation (copy here). The Foundation will reply by June 30.
The next meeting will be on Tuesday 5th May, 8:30 pm, at irc:wikimedia-uk-board