Minutes 14Sep13

These minutes were approved at the Board meeting on 7 December 2013.

This was a meeting of the full board of Wikimedia on 14 September 2013 at the WMUK offices in London, UK. The meeting started at 10:09.

Attendees:

CK - Chris Keating

AM - Alastair McCapra

MM - Michael Maggs

GD - Greyham Dawes

RS - Richard Symonds

JD - Jon Davies

SC - Saad Choudhri (Not present at start of meeting)

The in-camera session was postponed until SC arrives.

Minutes of previous meeting

GD raised a few small points with the previous minutes, for a brief discussion:

• GD proposed that he and RS work together to improve the minute re: the Welsh pathways project, so that it more accurately reflects the fact that the Wales Manager is a fixed-term employee as a grant.
• GD will provide RS with a brief summary of the Q1 Management Reports to include in the Q1 set of minutes, to ensure that they accurately describe the Q1 Management Report
• RS and GD to work together to make non-contentious changes to the minutes in line with GD’s recollections.

The board asked that, in future, any changes to minutes be proposed ahead of the meeting. SC arrived at this point, and RS and JD left so that the board could begin their in-camera session. After the in-camera session, RS and JD returned.

Matters Arising

ACTION: The Chair agreed to carry over to the next Board Meeting the formal approval of the Minutes as amended, together with consideration of any outstanding matters arising therefrom.

Declarations of Interest relating to Agenda items

• CK declared his interest with Midas Training Solutions, who provide "Train the Trainer" workshops as part of the Liberal Democrats' volunteer training programme. He went on such a training course in 2004. He also worked with some of those people (in a voluntary capacity on both sides) in developing and delivering training sessions. He said that he was not involved in the decision to select Midas as the supplier of Wikimedia UK's "Train the Trainer" programme, which resulted from a fair and open tender process. While there is no financial interest, he is aware that there might be considered to be a conflict of loyalties in this situation, and he intends to recuse himself from similar matters.
• All other trustees confirmed that they had no conflicts of interest in relation to any agenda items. AM’s potential conflict of interest would be discussed during this meeting.

Agenda

The Agenda was approved, with the understanding the AM’s potential CoI would be discussed first, in the ‘Governance’ section.

Governance

AM potential CoI

AM has accepted an appointment as CE of the Chartered Institute of Public Relations. This has caused some concern in the community. In AM’s view this is a resolved matter, as a set of principles have already been published by the CIPR, directing its members to respect and abide by Wikipedia editing rules. Both the CIPR and WMUK are in agreement as to how to deal with this. He believed that as long as there is a commonly-agreed position with the two parties, with both parties having the same view, there is no conflict. AM notes that he has discussed this on the Water Cooler page with some members who have concerns, and none of them were able to suggest instances where his appointment would put him, the rest of the board, or Wikimedia UK, in a difficult situation.

SC felt that having someone in the PR industry could help our cause, rather than hinder it. He noted that we have to learn the lessons of past conflict of interest issues, and that we need to tell the WMF, the community etc about the perceived conflict, and how we have dealt with it, straight away.

MM felt that the responses on the water cooler to the COI allegations were excellent and that on the basis of the discussion so far there is no issue that requires Alastair to do anything more than provide a clear statement of how any actual conflicts, should they occur, would be handled. More discussion by the board of the general issue is needed only if the WMF board, or the broad WMUK Community, want more.

AM left the room at this point for a discussion and vote on this issue.

DECISION:CK proposed that, with the assistance of the governance reviewers, AM and CK will work together to produce a detailed statement as to how we will deal with specific conflicts of interest should they arise. This statement will then be shared publicly.

CK, MM, SC and GD voted in favour.

AM returned to the room.

Appointment of new directors

MM explained the background of the GovCom report. He proposed that the board discuss the candidates at this meeting, and move to interview them in the next week or two. He emphasised the urgency of this: it is important that we recruit more people to the board quickly. He stressed that as well as co-opting three new trustees on the basis of their experience and expertise in order to achieve a balanced Board, there was a pressing need to bring in new Community members. These ‘replacement’ elected trustees have to be voted in unanimously by the board and can only be in post until the next AGM. This means that there are five open slots in total: two to replace resigned trustees (which need a unanimous board vote), and three to fill the unelected slots (which need a majority vote).

JD noted that the board are very stretched at present, and the sooner they have more capacity, the better. He hoped the board could have new trustees in place by the December board meeting. CK and GD concurred: the selection process should be completed within two or three weeks, so that new board members are in place by the December board meeting.

DECISION: The board agreed unanimously that all four candidates for the three co-opted places will be invited to interview, and that CK, MM, SC will be on the interview panel.

ACTION: Various community members have expressed an interest in serving on the board and the panel will follow these up without delay.

Consent items

These are non-controversial decisions that can be quickly approved by the board. It was decided, unanimously, to:

• Change the fixed asset limit to £500 from £250
• Approve invoice 962 (the Jisc WiR), an invoice of £15,000
• Hold the 2014 AGM on Saturday 9 August 2014
• Vire £5,000 from the redundant Toolserver line to support a chapter's governance training session and other international chapter training needs.

While discussing these, GD raised the point that he was slightly concerned that there is no list of virements made so far this year.

ACTION: RS to send GD a list of all virements this year

Reports

QFMR

The board noted the QFMR for in camera discussion in depth under Treasurer’s Report, and agreed that overall the figures did not give any cause for concern about the charity's financial position. The matter causing greatest concern was the continuing underspend on many project areas, and the board asked the Chief Executive the reasons for this underspend. JD explained the reasons - in part because some major institutions are not yet ready to work with us, and in part because events are significantly cheaper to run than we first expected. There was discussion about possible areas where we could use our underspend prudently - the underspend could allow for more funding of projects which have been successful and are in need of extra funds. JD had come up with some plans from staff, including a large project with another national institution, but did not go into details during the meeting. The board asked him to circulate a detailed report about these ideas. JD was happy to do so, but warned that many of these projects could not yet be made public, as there are ongoing negotiations that would be damaged if they were discussed at this point.

ACTION: JD to circulate a report on proposed projects which could be funded using our forecast 2013-14 underspend.

The board noted that many of our legal costs relate to specific projects rather than to overall governance matters. They felt that this was not a good method of using our budgets, and that instead, legal costs for projects should come directly out of those project budgets.

DECISION: It was decided that, next year, appropriate legal costs will be included in the relevant project budgets rather than being aggregated into a single budget line.

RS explained the issues we have been having with quarterly financial management reporting. While reports have been produced, they are not of the 'gold standard' which we aspire to. As a result, RS has produced a report on a new proposed QFMR process, viewable at File:Report on QFMR process.pdf. In short, the new arrangement for producing Quarterly Financial Management Reports will require that we hire a part-time management accountant, in line with other charities of our size, and work to a specific timetable for the production of these reports. GD asked the Board to take note that the extra costs estimated for this do not include oncosts for either VAT or NIGC, depending on whether the part-time management accountant comes under an agency contract or an employment contract.

DECISION: The board approved the recommendations in RS' report, even if the cost is significantly higher than anticipated.

Traffic Light Report on Project Management

JD took the board through the Traffic Light Report from the CE on project-management. He raised the red points specifically, and there were brief questions and discussions on these points. There was a brief discussion on timescales and progress on moving to level 2 of PQASSO. As Level 2 is not self-accredited, GD was keen to ensure that we are completely ready for PQASSO 2 before we seek accreditation at that level.

The board also discussed the recent £700m loss suffered by the Co-Op bank. The Co-Op bank hold a fair amount of our money directly (and they are major shareholders in Unity Trust, our current bank). The board were keen to mitigate this risk by further spreading out our funds over different banking groups. They noted that obtaining the best interest rates should be a secondary concern to the safety of the funds.

DECISION: JD and RS to do groundwork on splitting up bank accounts so that no more than £85k is held with each group. They will report to the Audit and Risk Committee for approval of their proposals.

Risk Report

This item was discussed in camera as part of a Risk Register review to clarify the distinctions between major and minor risks and the appropriate mitigating action needed in each case.

Admission of new Members of the Company

The board noted the list of approved members at https://office.wikimedia.org.uk/wiki/Decisions/New_Members_(13_September_2013). This is subject to resolving the vires question on legal advice concerning the requirement of the Articles and whether some suitable amendment would be needed.

Train the Trainers recommendation

CK recused himself from this discussion, as it involves Midas Training Solutions, and left the room.

This agenda item is to discuss the Train the Trainers consultation and review which JD held earlier this year. The aim was to review the programme to date, its progress, its value and do a simple SWOT analysis.

GD was slightly concerned about CK's recusal, and asked some questions about Midas: What is Midas' relationship with CK, and which trustee was involved in the initial decision to do what? However, his concerns were resolved when these questions were answered (in line with CK's declaration of interest on the public wiki). GD then asked if we would be re-tendering: JD said we will be re-tendering in early 2014, as we have planned all along. GD also asked about metrics: JD gave him a brief rundown and promised him a copy of a fuller report detailing metrics.

ACTION: JD to send GD a copy of the Train the Trainers in-depth report detailing metrics.

DECISION: The Board unanimously supported the report's recommendations and agreed in particular:

1. That the fourth Train the Trainers is held in the Autumn outside London. Possibly in Wales to link in with the Living Paths Project or failing that in Scotland or an area where we currently need trainees.
2. That £20,000 is put into the budget for 2014-15 to facilitate two more sessions.

CK rejoined the meeting.

Wikimedian in Residence at a Welsh-language institution

The board discussed the report from Robin Owain. In brief, the report was to bring the board up to date on a potential opportunity for a Wikimedian in Residence at a specific Welsh-language institutionand provide feedback with a view to submitting a costed proposal. The project proposed is based on the following factors:

• The institution providing matched funding of up to 50% of what Wikimedia UK provides
• Their consent to sign a Wikimedian in Residence agreement
• Consultation with Toni Sant, Daria Cybulska and Martin Poulter.

Robin Owain would then come back to the board after 24 September with a formal proposal including virement options, for a decision on wiki or by phone.

Treasurer’s Report

GD explained that we are still moving forward with our finances. He would like to review our Financial Controls, and in particular is keen for us to have a management accountant producing each Quarter’s Financial Management Report in order to ensure consistency and reliability especially for the purposes of our annual accounts and audit. The QFMR, available to view at https://office.wikimedia.org.uk/wiki/File:2013_Q2_QFMR.xlsx as an Excel document, is meant to be read in conjunction with the Treasurer's Report.

Secretary’s Report

The Secretary's Report is available at https://office.wikimedia.org.uk/wiki/File:Secretary%27s_report,_September_2013.pdf. It makes two proposals: one for dealing with old minutes, and one for the abolition and transfer of the role of secretary.

Alastair reported that he had reviewed all of the outstanding minutes and proposed to the Board an appropriate course of action in each case. There were

1. to record the oldest meetings as having no minutes (these all predate our registration as a charity in November 2011, and so are of little or no public interest)
2. to move the majority of the Board wiki minutes onto the Office wiki as suggested by Mike Peel
3. to retain on the Board wiki those which dealt with matters which needed to remain confidential for the time being and
4. to ensure that the more recent minutes were completed and approved as quickly as possible.

DECISION: The Board agreed this proposed course of action as being the most appropriate and expeditious in the circumstances.

ACTION: JD to organise the actioning of the above.

DECISION: The Board noted that the role of Company Secretary is not one which the Companies Act requires us to have, and the view of the Audit and Risk Committee, set out in their report, is that the role should be abolished. Since the last Board Meeting the Chief Executive has taken over responsibility for the submission of statutory documents for filing at Companies House and is now listed as our charity’s correspondent with the Charity Commission on its website Register of Charities.

ACTION: JD to organise the actioning of the above.

ACTION: JD to send CH a form for the "cessation of Company Secretary".

Audit and Risk Committee Report

The ARC report is available at https://office.wikimedia.org.uk/wiki/File:Audit_and_Risk_Committe_report,_September_2013.pdf. The board noted the report and discussed the recommendations. There was an in-depth discussion on the principle of releasing our Fixed Asset Register publicly, with differing views on all sides. GD noted that the transparency principle here needs to be counterbalanced by the risk considerations pointed to by the auditors but also by the fact that the book value of our fixed assets is less than £7,500, which is too small to justify listing them in detail on the public wiki.

DECISION: It was decided that, as the Auditors had recommended that it not be made public, it would only be made available to individuals if requested by them.

ACTION: JD to ensure that the Fixed Asset Register is no longer public.

DECISION: The board decided to remove two actions dated 17 November 2012 and 11 May 2013 from the list of Board decisions to be actioned.

ACTION: JD to ensure that these actions are removed.

DECISION: Stop posting the organisation’s risk register on the public wiki, and move it to the office wiki.

ACTION: JD to ensure that the Risk Register is no longer public.

Volunteer Report

The board noted the Volunteer Report (at https://uk.wikimedia.org/wiki/File:Volunteer_Support_Organiser_report,_September_2013.pdf) and thanked Katie for it. They were keen to integrate Katie's report into a board-level strategic document, as soon as board capacity allows.

DECISION: The Board agreed to adopt the proposals at https://uk.wikimedia.org/wiki/Volunteering_strategy as a volunteer activity program in the meantime.

Wikimania 2014

The board noted the CE’s report regarding support staff for Wikimania 2014, available at https://office.wikimedia.org.uk/wiki/File:CE_report_re_Wikimania_Intern.pdf. The report itself is confidential. The board were in full agreement with the recommendations made in the report, and noted that it was important for Wikimania to have our full support if it is going to be successful.

DECISION: The board agreed the proposals in the report: to hire an intern and vire funds to support it.

ACTION: RS to organise the virement of £3.5k in funds to the Wikimania budget line to support this.

ACTION: The board requested that JD produce a proposal on hiring a Project Manager as soon as possible.

The board also discussed the possibility of a Grant Acceptance Policy which would allow Wikimedia UK to receive, hold and disburse donations for Wikimania 2014, but were not happy to agree this without a specific wording for the proposed acceptance document before considering approval.

ACTION: The board asked KB to propose “Gift Acceptance Wording” to enable her to accept gifts on our behalf without referring to the board. This should include the instruction that if the donor attempts to change substantially the way we work, or includes any unusual conditions, that these should be brought to the board for decision. KB to liaise with Board members (particularly GD, SC, CK) as necessary for this.

Robin Owain’s Report

This report is viewable at https://office.wikimedia.org.uk/wiki/File:Living_Paths_report,_September_2013.pdf. The board noted the report and thanked Robin for it. The board were pleased to hear that the minor cashflow issues with the project have been resolved.

Communications Report

This report is viewable at https://office.wikimedia.org.uk/wiki/File:Communications_Organiser_report,_September_2013.pdf. The Board discussed the recommendations in the report.

DECISION: The board agreed unanimously that Press Releases can be released by Stevie without prior authorisation, except in exceptional circumstances, such as trustee resignations, where they expect Stevie to discuss the release with the CE or the Board as needed.

Alastair’s proposal on European Strategy

Alastair's proposal on European strategy is at https://uk.wikimedia.org/wiki/File:EU_policy_on_free_knowledge_(for_September_2013_board_meeting).pdf. The Board were asked to agree that Wikimedia UK will support the activities of the EU Free Knowledge Advocacy Group.

DECISION: The Board agreed, without dissent, that Wikimedia UK will support the activities of the EU Free Knowledge Advocacy Group.

2013-14 Budget Planning

The board discussed, at length, the 2014-15 options (collated) document produced by JD. GD quizzed particular line-items, to ensure that each one was defendable in response to questioning by the FDC and community. When he was happy with reasons for this year’s underspends, the board discussed possible adjustments to the proposal by the Chief Executive. There were a few changes to the document: specifically an increase in Board costs to £20,000, to allow for a larger more diverse board; an increase in Accountancy to £15,000 to cover a part-time management accountant, and an increase in International Chapter Support to £10,000, to provide training and advice to smaller chapters. RS absented himself for a short discussion on staff salary increases.

ACTION: JD to ensure that the board's changes to his plan are noted and carried through.