Minutes 2011-09-18
Minutes for Executive Board meeting held on 18 September 2011, 10:30-17.00, in-person near Derby.
Attendees:
- Roger Bamkin (RB; Chair)
- Mike Peel (MP; Secretary; minutes)
- Andrew Turvey (AT; Treasurer)
Finances
- Note that this was discussed out of order from the agenda; the minutes below reflect the order of the discussion.
AT will soon have access to the internet banking. The last batch of expenses were paid 2 weeks ago, and AT is planning on doing another batch early next week.
It is currently difficult to assess budget expenditure - a number of people have spent money from budgets but have not yet put in the expense claims. Action on Richard Symonds (RS) to chase and assist. Richard has been brought up to speed by AT on the expense process.
ACTION: RS to assist with chasing and clearing the backlog of outstanding submission of expense claims.
A point about goals for staff members was raised; to be returned to later in the meeting.
Tom Dalton (TD) has passed on information from the bank regarding internet banking for AT to RB.
These was a brief discussion about the expense claim process. The outcome was that we will continue with current expense claims system for now, and will review it at the next in-person board meeting. At the meeting, the expense claims process will also be demonstrated at the next in-person board meeting to ensure all board members are familiar with it.
An action from last meeting on AT was to sort out the issue where all of WMUK's money could be controlled by a single person. This has now been resolved, with £150k transferred into a 3-month term deposit with the co-op that requires two signatures (from the exec). This is in addition to the £85k that will be put into the Principality, requiring 2 signatures from both the treasurer and chair. A float remains in the standard bank account to cover expenditure over the next 3 months.
A point that was made was that we need to start doing credit checks of new board members during the trustee induction process. To be returned to in the inductions section later in the meeting.
Setting out the 2012 budget is now AT's top priority, to be completed (including board approval) by 1 October.
On the accounts up to end of Jan 2011 - the signed accounts have been sent back to the accountants, but we haven't yet heard back from the accountants. AT will chase this. The deadline for filing them with companies house is the end of the month.
On the accounts until end Jan 2012 - AT to chase moving to management accounts. The aim is to get them completed in time to be approved at the 2012 AGM.
ACTION: AT to assemble a one-page summary to show what surplus there might be after we cover our current commitments and expenses.
During the winter fundraiser, the plan as the exec sees it would be to start granting money to the WMF monthly once sufficient money to cover the non-international part of the budget has been received. This is to be discussed with the full board. We also need to sort out the paperwork surrounding the grant, accordingly.
Constitution and infrastructure
Review of charity application status
The current status of the charity application is that we have sent CC new draft objects, which we are waiting to hear back on (expected by Friday 23rd). We also need to answer another set of other questions, a response to which is currently being written.
After talking with John Byrne (JB), it was decided that we should put the gist of the questions onto the public wiki and ask for the community's help in answering them.
ACTION: JB to put general questions onto the WMUK wiki and to ask for the community to help in answering them.
Not having HMRC approval won't stop us from asking for gift aid declarations; it will delay the process of claiming the money back, but there is a backlog at HMRC on this at the moment anyway (circa 7 weeks).
The question of how long after charity acceptance will it be before we get the charity number was raised - but there wasn't an answer to this question at the meeting.
ACTION: This is to be investigated - JB
It was felt that changing the articles is a generally good thing to do anyway, as they are a great improvement over the articles that we currently have. As such, we want to change them at the AGM regardless of whether or not this is the last step along the charity application process.
EGM
It was decided that we will hold the EGM on 16 October in conjunction with the London wikimeet. Start at 2pm. Location of Pendrel's Oak - need to book room this week.
ACTION: RB to contact James Forrester/Pendrel's Oak to book a room on 16 October.
Need to have a blog post - RB and CK to work on this. To be sent out once the wiki page for the meeting is set up. Also to include a request for tellers.
ACTION: RB and CK to write blog post announcing the EGM
ACTION: AT to contact potential tellers.
Membership database update - need to sort this out asap, by Friday at the latest. Need to send out standard renewal notices in the next week. On Friday send out EGM notice to all paid-up and 'grace' members ('grace' meaning those that have not renewed within the last 6 months). Also a copy sent to 'expired' members telling them to rejoin so that they can vote. Note that the register of members on the wiki has more on it than CiviCRM - the two databases need to be resolved.
ACTION: MP and RS to sort out membership ASAP, and to send around the current number of members to the Board.
The EGM notice will come from MP. Need to copy in auditors; AT to provide contact details. The draft notice will be sent around to the board, with 24 hours for people to come back with comments.
The notice could be sent out on Saturday 24th, at the latest.
Will continue with the same process that we had before for proxy voting - proxies can be emailed to the tellers, who then cast votes on their behalf.
The EGM will also feature an introduction from the new chief exec.
There was a discussion about putting forward a resolution on extending terms to two years. Given the short amount of time before the announcement needs to go out, it was decided that this would not be practical to arrange it time for the EGM.
The exec agreed that it is important for there to be unanimous support from the board on the resolution on the new Objects.
ACTION: RB to ask all board members that, if they have an issue with the resolution for the new Objects, they should raise it with one of the exec prior to the resolution being sent out.
Fundraising agreement, and payment processing
The fundraising tests are currently on hold at CK's request, due to the uncertainty over whether or not we will be participating in the fundraiser. It was decided that these should be resumed, so that we can be as well-prepared as possible in advance of the fundraiser start.
ACTION: RB request this of CK (done)
Review of hiring process status
The exec approved circa £3k from the developer budget for fundraising technical support, as well as covering expenses for in-person meetings with others in the UK that are working on the fundraiser.
The expectation is that the board will continue as at present once the chief exec starts, particularly while he is getting up to speed.
The chief exec induction process needs to cover:
- History of the organisation
- Wikipedia and Wikimedia projects
- Expectations going forward
It was also noted that the chief exec needs to be involved in the hiring process for all future staff, starting immediately from his appointment.
The goals for the chief exec over the first month; first 3 months; and first six months were discussed. The preliminary list of goals is as follows (to be reviewed and expanded on by the board):
First month:
- Supporting Chris in ensuring that we are adequately prepared for the fundraiser, and any issues that arise are effectively dealt with.
- Become familiar with the existing systems that are in use by Wikimedia UK (wikis, expense system, banking, email systems, volunteering, OTRS), and also the organisational values
- Talk to all board members, staff, and key volunteers
- Arrange to visit the WMF and WMDE offices, each for the period of a week.
- Agree with the board a proposal to establish an office in the first 3 months
- Start communicating with members via the blog
First 3 months:
- Ensure that we adhere to best practices and that all of our obligations are met.
- Ensure that issues with the fundraiser are effectively addressed as they arise.
- Plan for recruiting staff and defining the relationship between staff and volunteers.
- Have visited the WMF and WMDE offices
- Understand, and reflect in the plans, the values of Wikimedia UK including openness (particularly in an organisational sense) and volunteers.
- Define organisational standards for matters including communication, financial control, staff management and events.
- Develop and implement our media/public relations strategy
First 6 months:
- Assemble a 5-year plan, to be presented at the next AGM.
- Assemble a plan for three major events over the course of 2012.
- (Others to be defined based on the first few months)
It was agreed to put the trustee recruitment process on the board agenda for November.
Planning for future Board meetings
It was agreed that a brief in-person board meeting will be scheduled on the day of the EGM, probably in the morning.
Two items will be added to the next board meeting agenda:
- Attendance of board meetings and participation in decision-making
- Trustee recruitment, diversity and skills
Review of outstanding Board actions, and load on individual Board members
This was very briefly discussed, with nothing needing minuting.
Discussion on Chapter roles
These were briefly discussed. MP's motivation in assembling them was so that they could be compared with the current situation at various intervals - now, a year's time, 5 year's - and should be aspirations rather than reflecting the situation we should be at a given point in time. RB has various suggested changes, which he will post on the wiki.
Activities
Review of positive/negative features of recent events and activities
Recent activities were discussed, particularly workshops and GLAM activities. We need to figure out ways to increase the scalability of our activities. We also need to improve how we learn the lessons from what we are doing - potentially by assembling blueprints of the different activities we do.
ACTION: RB to ask Nick (ex-Derby museum) to assemble a best-practices guide to QR code deployment in a museum. Funding from the culture and heritage budget subject to agreement of Fæ as budget holder.
Review of upcoming events and activities, and their readiness
This was discussed, but nothing from the discussion needed minuting.
AOB
PO Box
Need to check that this is on track for being opened in time for the fundraiser.
Reporting
With Richard, it would be useful if he could provide 'traffic lights' on how the various parts of his activities are going.
In general with reports: ask others to report to the board meetings, not just the board. A possible route for those that don't have the time to file reports on the wiki might be to email updates to Richard (or talk by phone), who can put them on the wiki. All to report at the full board meetings (board, staff, particularly active volunteers); staff and specific volunteers to report at exec meeting.
Discussion topics to be moved from the reports page into the main agenda page, such that the reports page becomes 'for info' to be read prior to the meeting, rather than discussed during the meeting.
Date and location of next meeting
11 October, telephone meeting of full board at 7:30.