Minutes 2011-02-12

These minutes were approved at the Board meeting on 21 April 2012.

Minutes for the Board meeting on 11-12 February 2012, held in-person at the WMUK Office in London.

Meeting theme: New Trustees and AGM

Attendees

Present were:

• Martin Poulter [MLP]
• Chris Keating [CK]
• Mike Peel [MP] (Minutes - support)
• Jon Davies [JD]
• Richard Symonds [RS] (Minutes - lead)
• Roger Bamkin [RB] (Chair)
• Andrew Turvey [AT]
• Fæ [Fæ]
• Tom Dalton [TD] (Saturday only)
• Steve Virgin [SV] (arrived late on Saturday)
• Prospective new trustees (Saturday afternoon only)

Minutes and Reports

RB - Apologies for absence

• SV expected into Paddington at 10:40.

MP - Review of meetings and approval of Minutes

• Board meeting - Minutes 9Aug11 - now posted on the public wiki.

Approved.

• Board meeting - Minutes 27Aug11 - have been reformatted as requested, to be approved. Three documents are on the office wiki - OK to make these public?

Approved. AT presentation to be public. Wikimedia Charity Status presentation to be checked for redactions before being uploaded/made public. Wikimedia UK draft GLAM budget to be kept on office wiki, as it has been superceded.

• Exec meeting - Minutes 1Nov11

Approved.

• Board meeting - Minutes 19Nov11

This was the live-streamed board meeting. Approved.

• Exec meeting - Exec Minutes 14Dec11

Approved. Fae noted that exec minutes may not need to be approved by the whole board.

• Board meeting - Minutes 3Jan12

Approved, although discussion about Vice Chair & Vice Treasurer resulted in an action:

• ACTION: RB to propose an outline to the next board for next year's board structure.

• Exec meeting - Minutes 24Jan12

Key budget holders need to be vetted properly, and the process explained openly to avoid any accusations of cabalism.

MP - Review email decisions

1. 21 Jan - Approval of pending membership applications.

Approved.

1. 23 Jan - Decision to purchase two laptops (one Asus, one chromebook) and a projector, budget of £1100 repurposed from the events organiser budget line.

Approved.

1. 26 Jan - Resolution on fundraising and funds dissemination principles

Approved.

It was also noted that blog posts do not need approval beyond the standard 24 hours notice email process: neither do blog comments.

Discussions and decisions needed

Year end and preparations for WikiConference

Annual Report (RB) & Accounts (AT)

RB gave a presentation on this topic.

The Comms Organiser will put the whole report together. JD will do Chief Exec repor, RB to do Chairs report, Highlights/in the press - MP & SV. Fae will write GLAM, MLP will do Education and Expert Outreach, CK fundraiser, AT/JD/UHY accounts, Sue/Jimmy/Ting to do Evaluation. Total report to be aboout 12 pages, to be done by the AGM.

Trustees will put together the source text, which staff (particularly comms) will turn into a glossy brochure.

[Tom Dalton arrived at this point.]

Actions need putting against people accordingly. JD will work out timetable, and JD and Comms manager will put together report. Trustees will provide 'source text'.

We also need to include an annexe with the accounts and legal necessities. - summary financial statements in the report, full financial statements in a separate document on the wiki. AT noted that there also needs to be a statement regarding the reserves policy, risk management, etc. RB's presentation has ideas for things to include in the report.

DECISION: All trustees to have text completed by end of March.

AGM (including location, resolutions and speakers)

There is a budget of £5k for this. We have managed to work down our costs at a new venue (Science Museum) for this to £2.5k - for a room for 100 people, free wifi & display equipment There are a few clauses regarding having to use their caterers, AV suppliers, etc. Fae raised the idea of webcasting the event.

DECISION: to have the AGM at the Science Museum on May 12.

ACTION: All to publicise the AGM on May 12, putting particular emphasis on booking train tickets early.

ACTION: SV to discuss whether the Science Museum's definition of 'AV equipment' includes webcasting, and how much that would cost.

AT expressed the view that the agenda for the AGM need finalising. There was also a discussion on who may be a good plenary speaker, and exactly what the taks would be abouit - possibly two tracks, one Wikimedia track and one non-Wikimedia track.

ACTION: MLP to devise an interactive starter session for the AGM.

ACTION: RB to put together a blog post & process on the wiki about the AGM, including an invitation for speakers

[SV arrived at this point]

There was a discussion, led by RB, about the 'Wikimedia UK Awards'. RB put forward a glass shaped 'trophy'. Others suggested real-life barnstars, others suggested a UK-style award that isn't like the US-based barnstars.

ACTION: RB to go ahead with the ideas & plans he has come up with for the Wikimedia UK Awards. The prizes would be kept by the recipients rather than returned.

DECISION: SV and MP abstained, but there was otherwise full support for the 'name change' resolution. MP would like the proposal to be fleshed out first. This will be put forward by the Board to the AGM.

DECISION: Registration in Scotland. TD would like to see more legal advice, but no-one on the board opposed. This will be put forward by the Board to the AGM.

DECISION: Extending board terms from one to two years. No-one on the board opposed. This will be put forward by the Board to the AGM.

DECISION: Motion to amend the election rules will be merged with the extending board terms resolution.

DECISION: TD's motion to introduce Rules for Resolutions at General Meetings. TD felt that this would improve the democratic process, by giving the community more power to decide changes. There was a worry, however, that this would slow down the board's reactions to urgent incidents such as the charity commission application. There was not board support for this, it will need to be put forward by the members.

Conference (All/JD) (as above)

This was covered above.

Annual leave in staff contracts [MLP]

All staff and volunteers left the room for the discussion of staff holidays:

DECISION: staff will have 25 days holiday in addition to bank holidays.

ACTION: RB to communicate the increase in the number of days of staff holiday to JD for his contract.

ACTION: JD to communicate the increase in the number of days of staff holiday with other staff and modify their contracts as needed.

Policies

Staff Policies (JD)

JD has adjusted the policies slightly with regard to concerns raised by trustees and volunteers. There was discussion by the board.

Data Protection policy & Confidentiality (CK)

CK raised concerns about the data protection policy, and whether or not it agrees with WMUK's current donor privacy policy and the WMF's policies. This will be investigated, and been carried over to the next meeting for discussion.

ACTION: JD and CK to reconcile the data protection and donor privacy policies.

ACTION: Fae to send a standard Non-Disclosure Agreement to JD.

ACTION: JD to take a standard Non-Disclosure Agreement and redraft it into something suitable for WMUK.

DECISION: aside from the data protection section, the staff policies have been approved.

TD was a little concerned about the volunteer policy and the questions raised on the talk page. JD explained that the problems have been dealt with, and that this is more for "office work" volunteers, or interns.

Issue of licensing staff work under a creative commons license by default - needs further discussion, and was carried forward.

ACTION: CK and RS to draft a Creative Commons 'Licencing Policy'. (Done, at Copyright Policy)

Communications Review

There were some concerns raised about Twitter accounts, blogging, Facebook et al, and whether there will be specific guidelines about it. Also need to have a formal policy about the use of Wikipedia accounts - what accounts related to WMUK should be used for, and what should be done via personal accounts. A full review will be done once the Comms organiser is in post.

Board Interest Event (circa 1.5 hours)

[Prospective trustees joined the meeting at this point]

History of the chapter and its rapid development, to give insight into what to expect in the next year (TD)

TD gave a brief rundown of the UK Chapter and the role we play in the global movement. Open discussion on the background of the GLAM programme.

Activities this year (RB)

RB gave a breakdown of our events so far this year, with 2 or 3 sentences on each. He also explained how we succeeded at charitable status. He explained our close relationship with major insitituions, such as the British Library.

Next year, including activities and culture shift (AT)

AT explained how much we have grown - and how we expect that rate of growth to continue. He also explained how so much of what we do is easily scalable. He explained the GLAM-WIKI conference, and the EDU-WIKI conference. A lot of our events will be a little like TED-X, but less prescriptive. The example of WM-DE's volunteer 'shop' was referenced as a paradigm for the UK to adopt.

He then explained the fundraiser a little more, particularly with regards gift aid, DDs and standing orders, and how we're professionalizing. He explained the PQASSO framework. In addition, he went on to note how he's paying expenses more and more to non-board members: this is a direct result of more volunteers getting involved in Wikimedia UK projects. We have a potential base of 15m people in the UK who regularly read Wikipedia - we need to capitalise on this.

Outreach and training (MLP)

MLP explained the three "spearheads" of our outreach: Educational Outreach, Cultural Partnerships, and Expert Outreach. He went into some details regarding campus ambassadors. He explained the problems that the campus ambassador program has been having: growth that outstrips the ability of the project to support the new editors. He's looking for managed growth, but with mainstream educational figures involved in the growth. The visiting trustees were particularly interested in this, and had several questions.

Trustee expectations (SV)

SV spoke about the problems with our currrent approach, specifically that we have not been stepping forward and setting up partnerships, instead waiting for them to come to us. He opined that advocacy and strategy are likely to be the main roles of Wikimedia UK trustees in future. There will be a slow push towards organic growth into schools, GLAMs, and the general public - a steady push.

There will also be slight problems around whether or not new trustees are 'Wikipedians', or 'not Wikipedians'. This, however, also has slight benefits, as non-Wikipedians can 'bridge the gap' between newbies and experienced editors.

Being in the public eye, and loss of anonymity (RB)

RB explained that there is a lot of press coverage involved, whether it is wanted or not. There also has to be a lot of thought going into what is tweeted etc - and the fact that the personal history of prospective trustees will likely be gone into at great depth by our members and critics. SV explained that we are also looking to diversify the board.

Practicalities of the election (AT)

AT explained that we are a member-led organisation of about 300 members. These are mostly Wikipedians, but also project readers and supporters. The board is elected on 12 May at our AGM. We expect 10-15 candidates, Effectively, each candidate puts up a candidate statement, and each voter votes 'yes' or 'no'. Winning candidates are the ones with the most yesses, but there must be more 'yes' votes than 'no' votes. Each board member must also be a member of the charity.

Volunteer Policy (Thomas Dalton invited)

TD started by explaining why the volunteer policy is important in our organisation.

The policy, as a whole, is principles based, rather than in-depth. AT had a couple of comments: The movement is driven by volunteers in a way that very few other organisations are - and we need to stay member-led and volunteer-driven. There was discussion as to whether the policy had enough 'bite'. There are lines that should not be crossed by staff, as they go into "volunteer terrritory".

DECISION: Whether or not staff are doing work best suited for volunteers, will be measured in staff appraisals.

DECISION: the volunteer policy at http://uk.wikimedia.org/w/index.php?title=Volunteer_Policy&oldid=19167 was adopted by the Board.

Friendly space policy (Fæ) / Participation policy (CK)

CK defined two groups:

• People who are working to support our charitable objectives, who are welcome at our events
• People who seek to undermine our charitable objectives, who are not welcome at our events

JD can make an interim decision as to which of these groups a person falls in to. There was a broad discussion, that did not mention names, about some of the problems that our members have been having.

ACTION: Fae and CK to merge Friendly space policy & Participation policy and submit the result to the board for approval by email.

Responses to threats and harassment (Fæ)

In-camera session, at http://office.wikimedia.org.uk/wiki/Minutes_11Feb12

ACTION: JD to draft a harassment prevention process, including the steps leading to referring a situation to the police.

ACTION: JD to draft an expansion of the whistleblowing policy set out in the staff policies, to allow non-staff members to whistleblow.

Peer assessment of trainers (MLP)

MLP discussed his approach to peer assessment of trainers, and has shared a draft of the assessment form with RB and JD. There were no objections to the approach described.

ACTION: MLP to finish off the final text describing the process of peer assessment of trainers and share with the Board for editing and approval.

Wikimedia Foundation relations

Participation in the chapter process for nominating WMF board candidates [1] (AT?)

Unlikely that there is enough time for us to advertise properly for anything like this - instead, we need to be thinking as to which volunteers may wish to put themselves forward for the role. There was much discussion on which type of candidates would be supported.

Fundraising and funds dissemination discussion (CK/MP)

CK said that there is an ongoing discussion as to funds dissemination. We already have an agreed position here, and CK and MP will be going to Paris to discuss this. JD hopes that this will 'clear the air' in preparation for the Chapters Meeting in Berlin.

Chapters meeting (RB/Fæ/JD)

MP asked what we want to get out of the Chapters Meeting - AT suggested that the informal side is very important. However, MP suggested that perhaps we should run a talk on what it's like to professionalise an organisation. This led into a discussion as to whether it would be possible for us to 'twin' with another chapter - they would review us, and we would review them.

ACTION: RB to talk to WMF Chair to see if it would be possible for WMUK representatives to sit in on the WMF board meeting.

WMF activity in the UK (RB)

The Board would like to work towards better communication and cooperation when the Foundation has activities in the UK.

ACTION: RB and JD to raise the issue of improving communication and cooperation with their counterparts at the WMF (Ting Chen and Sue Gardner respectively)

Minutes and Reports

Actions and reports (5 minutes each; items needing longer discussion to be raised under Matters Arising)

Mike Peel

Microgrants

DECISION: The board approved the Titanic group of microgrants as a board decision.

ID Cards

MP discussed the problems with 'ID cards' for Wikimedians, eg Wikinews reporter IDs, specifically the idea of a Code of Conduct for ID cards. Fae expressed the view that our plan should be an international 'best practice' that other chapters could emulate, We would keep a list of authorised names, but not additional data.

DECISION: JD and RS to look into a process in the office for setting up ID cards.

DECISION: MP to talk to our Scottish volunteer about a code of conduct for people with ID cards. The microgrant will be approved subject to a satisfactory code of conduct being put in place and approved by the Board.

Chapters Meeting

MP suggested putting forward £3k for supporting the Chapters Meeting (excluding staff and board costs)

DECISION: £3k grant for Chapters Meeting was approved. MP to facilitate this.

Grants process

MP discussed putting together a more wide-reaching grants process, which would keep the microgrants process quick and efficient, whilst making larger grants quicker and simpler for volunteers to obtain.

Andrew Turvey

International payment transfer system has been tested and is running quite well, says AT; however it's not a 24-hour system.

Chris Keating

Concerns were raised by CK about a few reports which are outstanding.

Fae

British Library Wikipedian in Residence is a huge success. This post is not funded by WMUK or the BL, but instead by an external Arts and Humanities Research Council. AT did not think that this counts as a 'donation in kind', but it should still be mentioned in our reports.

Fae needs to follow up with People Voice Media - very interesting ideas, but needs more work. They already have a Reporter ID cards system which we could base ours off.

DECISION: Fae to sit on the steering group for Toolserver funding committee. Fae to ask Europeana for a tranche-based payment schedule (eg four tranches of £20k).

Martin Poulter

MLP explained his planned EDU-WIKI conference. We have obtained quotes from Leicester, Oxford and Bristol. Oxford is the cheapest, but Leicester seems particularly good value for money in terms of the venue, access to accommodation and the range of support offered by Leicester staff.

DECISION: Leicester is the best of the options for the event on Thursday 6/Friday 7 September 2012. Authorise 5.5K to pay for room hire, catering and IT for a two day conference for up to 100 people. Actions: MLP to immediately instigate organising committee and begin devising programme and call for papers. Events Manager (DC) to support.

Steve Virgin

Steve has had meetings with the CIPR and PRCA. The PRCA want, in the longer term, to start a training program for PR/comms people. Most of the problems with PR people are because they don't understand the community, and thus don't work with the community, instead resorting to underhand methods to edit articles. There is a degree of mistrust on both sides of the debate.

Volunteers

ACTION: RB to contact Pigsonthewing to provide an estimate for the cost of a web-streaming system, and to see if he's happy to webcast the Monmouth meeting. If Pigsonthewing is not available, SV will ask Sam Downey to get involved with Monmouth meeting.

Jon Davies

ACTION: JD to chase RB about QRpedia from 1 March.

DECISION: To increase the number of desks for 2012-13 from four to six as soon as is reasonably possible.

DECISION: To transfer the underspend from staff salaries of as-yet unhired staff, to the office budget to pay for startup items such as PCs.

JD explained that pensions are not yet set up, however he will be able to report on this at Monmouth, and staff are aware that the scheme is not yet set up - although it will be backdated to when they started at the charity.

Richard Symonds

ACTION: RS to look into setting up a system of data entry and publication to the wiki - one which allows a multitude of claiming processes (paper, email, etc). System should be secure, but as open as possible. To be reported on at the Monmouth board meeting.

ACTION: RS to email Moushira and find out more about report due dates and when the Report pages on the Wiki are updated. Also to update current reports on our Wiki.

ACTION: RS and JD to bring the on-wiki fundraising reports up to date.

ACTION: RS to look into how exactly we record donations in kind - ideally to be as open as possible.

ACTION: Complying with Direct Debit regulations - RS to look into making sure that we are legally OK with this.

ACTION: RS to get some promotional flyers etc printed out, also freepost envelopes.

Matters Arising

MonmouthpediA and larger projects (RB)

RB calls these 'grand projects' - too big to fall under the GLAM project umbrella. Monmouth has become a wonderful project considering how little has been spent (comparatively). There are potential problems with the speed of growth and expansion, which we need to be aware of, but otherwise these projects are very good. There is even talk by the council about making Monmouth a wi-fi town, with wi-fi accessible anywhere.

Domesday Project: this is based around a person who has a copy of the Domesday Book, split into villages, translated into several languages - and wants to allow Wikimedia projects to use it, freely.

John Rylands Library at Manchester University: Has been delayed by the University. The new plan is to do GLAM, EDU, and Freshers - trying for even a Wiki-University 'Grand Project'. SV suggested that these, perhaps, would be better done with small-scale pilot projects of 8 weeks or so - then reassessing or stepping back as required. We are only interested in large projects if they are especially innovative, as we can't support large projects very easily at our current level of organisation.

Openess and Transparency: (RB - carried forward)

This section was discussed and minuted in camera.

Financial discussion and decisions

Cash flow forecasts [AT/JD]

CK opined that the DD attrition for January has been slightly higher than expected. However, AT stated that there has also been a £79k donation. We won't set up our bond with Santander until this has come in. AT also dicussed Gift Aid: it's likely that this will not be set up until July.

New deposit account (AT)

There was a discussion as to whether the new bond was necessary, but in essence this 12 month bond is our reserve. There was a discussion as to whether a winning Wikimania bid would cut into our cashflow - but the WMF largely underwrites Wikimania, and so it is unlikely that this would cut into our cashflow.

DECISION: To put £150,000 into a 12 month Santander Loyalty Corporate Bond.

Second tranche of WMF grant (AT)

AT would like the authority to pay a second tranche to the WMF. CK expressed the view that the sooner we give the WMF the grant, the better: however, MP expressed an opposing viewpoint, that we wait until certain key agreements are signed before finalising the payment.

JD wants to know if they have formally applied for a grant from us: AT said that we do have an official letter from the WMF asking for a grant. The third tranche will wait until the accounts are finalised.

DECISION: To pay the remaining £200k grant to the WMF and follow up with Barry Newstead re: the fundraising agreement. AT also has authority to transfer a third tranche once the accounts are finalised, as long as that amount is less than £45k.

ACTION: RB and AT to pay the second tranche of the WMF grant and contact Barry Newstead re: the fundraising agreement.

Payment of Toolserver grant (AT)

Carried forward to March.

Amendments to the 2012 Activity Plan (AT/JD)

These have been captured within JD's discussions.

Decision on budget holders (as per the discussion at the exec meeting on 24 Jan) (AT, JD, RB or MP?)

The board are happy with the division of responsibility for budgets that was set out at the exec meeting. However, the board need to consider the fact that in future, volunteers may be in charge of budgets, at least partially.

DECISION: The budgets are approved.

ACTION: AT to implement the division of budget responsibilities amongst trustees and staff.

Approach to recruitment (including board involvement) [JD]

This was discussed in camera.

Discussions and decisions needed

WMUK trustees

Trustee Code of Conduct (RB/Fæ)

This was posted to the wiki for discussion, at Trustee Code of Conduct.

AT raised the issue that there is no 'bite' that is, there is no way to escalate any issues of trustees not complying with the code of conduct. Monitoring and feedback would be nominally the responsibility of the Chair, but would be rely on decentralised feedback. This is in the hat note for the code.

As written, the 'Leaving the Board' section is currently less formalised than Article 4.4. The document was modified to take this into account.

The sentence on public statements was revised by CK on the talk page. This was agreed with by the board, and was integrated into the text of the Code.

The policy will be decided upon by email.

Trustee Induction (All)

Fæ presented an approach here, which the board agreed with. <Fæ to insert this here>

Uncovered items

The following agenda items were not covered in their own right.

• Wikimania 2013 bids (but this was discussed informally)
• PR companies / CIPR / PRCA [SV] (but this was discussed during SV's report)
• Metrics [CK/MLP]
• Governance (PQASSO targets / alternative governance metrics) [Fæ] (the PQASSA book was available during the meeting.)

Afternoon (14.00-18.00)

• D: AOB