Minutes for Board meeting on 19-20 November 2011, held in-person at the British Library (in the Conservation Centre) and the WMUK Office.
- 1 Present
- 2 Minutes and Reports
- 3 B: Discussions and decisions needed
- 3.1 Fundraiser Update/Toolserver/Grants/Charity
- 3.1.1 Income (amount & split) compared to 2012 Activity Plan (CK)
- 3.1.2 Promotion (CK)
- 3.1.3 Technical requirements incl. Gift Aid & Direct Debits (JD)
- 3.1.4 Grant request from WMF (AT)
- 3.1.5 Support for the Toolserver (MWP)
- 3.1.6 Participation in the international Grants:Participation Grants programme (CK)
- 3.1.7 Charity application (SV/JB)
- 3.2 Wikimedia strategy
- 3.3 Communications Plan
- 3.4 Trustee Roles
- 3.5 Financial controls
- 3.6 Staff pensions and pay (Fæ)
- 3.7 Any other business
- 3.1 Fundraiser Update/Toolserver/Grants/Charity
- 4 C: Continuation of minutes and reports
- 4.1 Review email decisions (MP)
- 4.2 Actions and reports
- 4.3 In-camera session
- 4.4 Present final draft of Plan B (JD)
- 4.5 Update on recruitment (JD)
- 5 D: Discussion
- 6 E: AOB
- WMUK Board (voting): Roger Bamkin (Chair) [RB], Mike Peel (Minutes) [MWP], Andrew Turvey [AT], Martin Poulter [MLP], Fæ [Fæ], Steve Virgin [SV], Chris Keating [CK]
- WMUK Staff: Jon Davies (Chief Exec) [JD] (Saturday and Sunday morning only), Richard Symonds (Office Mgr, Minutes) [RS]
- WMF: Sue Gardner [SG], James Owen [JO], Maryana Pinchuk [MP] (Saturday only)
- WMUK community members: Andy Mabbett [AM], John Byrne [JB] (from mid-morning on Sat) (Saturday only)
- Facilitators: Peter Williams [PW] (Sunday afternoon only)
Minutes and Reports
This part of the meeting took place on Saturday 19th at the British Library.
Agenda / Streaming (RB)
The agenda was discussed and agreed. The first day of the board meeting was live-streamed, with the video files available at:
Apologies for absence (RB)
Three invited guests sent their apologies:
- Jimmy Wales
- Joseph Seddon
- Terence Eden
Review of meetings and approval of Minutes (MP)
Board meeting Minutes 27Aug11 needs the text of the minutes approving (note that the contents are OK, but the style isn't). Action on MP to do this is carried forward to the next board meeting.
The minutes of the EGM were reviewed, with no objections. They will be put forward for approval at the AGM. (Note that Tom Dalton subsequently raised an issue with the EGM minutes, which has now been resolved on-wiki.)
The exec meeting Minutes 1Nov11 are not yet available; they will be uploaded soon for approval at the next meeting.
B: Discussions and decisions needed
This part of the meeting took place on Saturday 19th at the British Library.
Income (amount & split) compared to 2012 Activity Plan (CK)
As of midnight, our projected income was £261,000 from single (paypal) and repeat (direct debit) donations received thus far, excluding gift aid, which will potentially add 8-15%. We can expect fundraiser figures to drop slowly over the fundraiser. We are broadly on target to reach our fundraising goal. AT asked what the conversion rate for gift aid was: CK responded that it's difficult to predict. CK: We aren't yet measuring offline donations on these spreadsheets.
We can ask for gift aid from declarations for donations after we became a charity (3 November 2011), but not for donations received prior to then.
We launched on the 'Jimmy', 'Brandon' and 'Susan' banners, but we switched to a 'Jimmy on a green background' on Thursday 17, as it has a better donation rate. The paper mail-out is a few days away from being printed. Paypal thanks go out every week to two weeks, direct debits the same. Donations over £50 get a thank-you letter sent out in the post. Will move to doing these weekly. We have 200 members at present, but are expecting 200+ more by the end of the fundraiser. We have had one legacy pledge so far, which CK is checking/following up.
It was agreed that if the workload becomes too high for Richard, then extra manpower can be hired on a temporary basis. Richard & Jon are on top of things, but more transparency is needed - ongoing logs of outstanding work, for example.
Technical requirements incl. Gift Aid & Direct Debits (JD)
All in hand. Tom Morris is working on setting up a simpler system using the SmartDebit API. However, we needed to be more proactive here and to set this going earlier.
Grant request from WMF (AT)
There are two sections to this grant - the expected £45k underspend from the current financial year, and then the money coming in from this year's fundraiser. AT suggests against donating a large amount in one go to the WMF at the end of the fundraiser, instead suggesting that it be paid in smaller instalments. SV would like an 'illustrative proof' letter from the WMF to prove to HMRC that the funds are being used in line with our charitable status. The donation to the WMF has to be freely given, or it may be VATable.
ACTION: SV to request a document from Stone King on the documentation we need to receive from the WMF in return from the grant, and whether the lawyers are happy that an unrestricted grant to the WMF is charitable under UK charity law (via the charity commission's guidance).
Once the lawyers have sent a reply, AT can transfer £45k to the WMF immediately, and then make monthly transfers to the WMF - interim payments to be based on 50% of the cash funds received, to be reviewed at the next board meeting and the end of the fundraiser period. It was agreed to have a review after the fundraiser on establishing solid corporate governance policies for future years.
ACTION: AT to share advice from UHY on VAT implications of grant to the WMF.
Support for the Toolserver (MWP)
We have offered support for the WMDE Toolserver to the amount of £10k. So far we haven't spent any of that: WMDE would like the £10k transferred directly to them. AT says that we have already committed to giving WMDE 7000 Euros. However, the Toolserver is now being slowly wound down due to the expected establishment of a similar system by the Wikimedia Foundation. AT says we're currently waiting on WMDE for information: JD says that the developer, River, left the project and left no documentation, which left WMDE in a problematic situation. However, this has now been fixed. The board have agreed to send £10k to WMDE to support the Toolserver. AT to action.
ACTION: AT to transfer the funds for the £10k grant to WMDE to support the Toolserver
Participation in the international Grants:Participation Grants programme (CK)
CK suggested participating in this programme as an easy and effective method of making use of our international travel grants programme. Via email a commitment of £5k was discussed (the minimum is $5k), but the discussion was deferred to this meeting. CK explains that this is a good way of streamlining the application process of grants. CK also says that it does not stop WMUK from separately approving/supporting grants, and thinks it is a good way to bring chapters and the WMF closer together. CK moves that we join in with a nominal amount of £5k.
There were questions from some board members as to who was administering this, and if it was charitable under UK law. The current answer is that WMDE and the WMF have a member each on a committee, which approves grants on a weekly basis. WMUK would get a member on this council if we joined in.
JD suggested that he could be the staff member on the PGC committee, if we participated.
Fae has asked questions regarding end-to-end costs and reporting but does not feel that he has not had satisfactory answers yet: he is going to re-ask the outstanding questions for clarity. Making a decision on this was deferred until January.
Charity application (SV/JB)
We still need to apply for Charity status under Scottish/Northern Irish law: AT has an email from Stone King about this. It may require an EGM next year, but should be relatively simple. Actions and more details at Reports 19Nov11#John_Byrne_.28Charity_Status.29.
The Board would also like to release the information from Stone King and the CC. However, there needs to be approval from the CC and Stone King that this is OK, and some parts may need to be redacted for privacy.
Aligning Wikimedia UK with the global Wikimedia strategy (AT)
AT introduced the Strategic Plan. 5 categories:
- Stablise infrastructure;
- Increasing participation (inc global south/women);
- Improving article quality;
- Improving reach;
These items relate closely to our 2012 activity plan. Infrastructure is £10k toolserver grant, and an £80k grant to improve mass uploads to Wikimedia Commons by providing a professionally developed mass upload tool, built as part of a £200k project led by WMNL to Europeana, who will build the tool for us. This is reliant on collaboration with WMDE, WMFR, WMNL. This is also part of 'increasing participation'. As to improving reach, we have £10k put aside for the 'extended reach programme', to extend to women, and minority communities, including Scotland, Ireland, Wales.
12:27: JB enters meeting.
Sue raised the point that the WMF does not take the lead on community work (e.g. GLAM events) - chapters take the lead on this.
AT asked whether we doing enough to increase reach. RB mentioned the Derby project: we managed to engage the world community, not not local Derby ethnic communities (e.g. Tamils). CK raised the point that diversity is something that is under all budgets and that we need a set of metrics across all budget heads which measure key outputs, including diversity. We ought to be monitoring, for instance, whether the WW1 project is reaching new audiences - even if it's not immediately obvious - there will be opportunities, and if we are monitoring this we can do a better job identifying these and our impact. Sue explained that the best way to do this is to outreach to people who are one degree of separation from Wikimedians. AT mentioned that the biggest issue we have is gender, followed by regional bias (e.g. North of England, Wales, Scotland).
AT raised the point that there is a disparity between GLAM and Education. MLP pointed out that GLAM has a head start, and SV mentioned the recent Outreach Ambassador work at Bristol. Education needs a 'British Museum'-style event to kick-start interest and activity. SV and MLP to bring these successes up at the next board meeting. CK says that the boundary between GLAM and education is porous: consensus was reached that education should be a key part of what we do.
AT asked whether we need a mechanism to make sure that WMUK and WMF collaborate effectively. Sue replied that the chapters meeting in Berlin is the best way to do this, as any solution needs to be scalable to 30+ chapters.
Sue pointed out that some chapters have legal constraints as to where and how they can spend money, which can negatively affect chapters effectively working with the Global South. The example was given of WMFR supporting a WM Indonesia writing competition, but having to focus on Versailles rather than a topic more relevant to Indonesians.
Increasing participation (SG)
Sue's presentation is available at .
Quality continues to increase, reach continues to increase re: Global South and mobile viewing. Innovation is 'wonky'... happens with stops and starts. This is where we need to improve. Editors peaked around 2006/2007... graphs show that newbies are being smacked with templates, and as a result they leave. The bots are a good thing, in some ways... but now 4/5 user talk page messages are made by bots. it used to be the case that you could recover from a bad first edit: now you cannot.
The concept of Endless September was mentioned regarding the inflow of editors.
Fae pointed out that the press release for charity was a missed opportunity, since we only got coverage in the specialist charitable sector. No trustees are real experts in this. AT: This was an 'open goal' that we missed as a group. The only coverage that went out was really taken from the Stone King press release - not ours. JD: Is pulling together all our press stuff, talking to Gemma, talking to industry, and we have a Comms manager. Comms manager will be in place by February, as well as a decent strategy.
CK has problems with a few job descriptions, but says the quicker we can get this fixed, the better.
SV pointed out that we do not have the profile that the WMF has - we need a stakeholder analysis. Fae concurs.
Jon will be giving a proposal in January for a Comms strategy.
CK: At what point do we publish a press release about the fundraiser? SV recommends a half-way and a full-time release.
RB and SV had a short discussion about the recent Derby/QR code video that Roger was in. It cost £350, and received a few thousand hits.
ACTION: CK to lead the effort to organise a press release for the fundraiser. May include contracting, to come from the Fundraiser or Comms budget lines.
Communications and the Media: Messages and SWOT (RB)
This was covered above, and will be revisited again in the future.
Trustee recruitment (AT)
AT proposed that we run another Board Interest Day, along similar lines to the one last year, in January/February 2012. It was decided that we will hold a publicly advertised board interest day in February, linked with the 11-12 February board meeting.
AT also proposed that "the growth and development of Wikimedia UK means that it would now benefit from looking outside the normal pool of Wikimedians for trustees. There are many experienced charity trustees, who are currently or have been trustees of other charities, and would be willing to serve Wikimedia UK. I propose that we seek to find such people by using an agency such as prospectus. Note that no change to the constitution is proposed: people we find this way would still have to go through the normal procedure of election."
Some board members were against the idea of paying an agency to 'headhunt' trustee candidates, and it was decided against doing this.
CK suggested that we could use CentralNotice or something similar to advertise for candidates. It was also pointed out that we have a number of options to target to improve diversity, including: Wikimedians, Girl Geeks, Women's Institute, Third Sector, etc.
ACTION: - AT to contact WMF board member Jan-Bart to discuss how to locate new trustees.
Trustee skills (AT)
AT: "The current board of Trustees has many skills between them, but the position is going to become more demanding as the chapter grows and develops over the next few years. The chapter may benefit from a process that seeks to address the gaps more systematically. I would like to suggest we initiate a process to:
- Identify the skills and knowledge that are likely to be required by trustees, given planned growth in the next three years
- Assess (or self-assess) existing and new trustees for gaps they have in their skills
- Plan for a systematic way to close these gaps through trustee training and induction"
AT: We need a method for identifying trustee skills. When new trustees apply, we need to check their backgrounds more stringently now than we have done in the past - CRB, background, financial checks.
Trustee expectations (AT)
AT: "As the chapter develops, it would be useful if we more firmly established the minimum expectations we have of individual trustees. This would help ensure that trustees are aware of what they are committing to when they stand for the board and means that people who rely on trustees can have reasonable expectations of them. I would see this covering things like attendance at board meetings, participation in decisions in between board meetings, appropriate behaviour and exercise of authority and disclosure of circumstances where necessary. I also propose that routine credit checks are brought in for all trustees and senior staff, with the process managed in a way that takes appropriate care with the privacy and data protection rights of the individual in question."
AT: We need to be clearer on our expectations of trustees. Do we radically centralise decisions and come together more often, or radically decentralise and place more trust in trustees to make devolved decisions? Only other option is paralysis. Fae thinks that 'paralysis' isn't the right word: everyone is very keen, but there is often no clear direction or clear delegations/leadership.
John Byrne says Jon Davies needs to be more involved: he needs more tasks delegated to him. SV: The future is with small teams of paid staff handling operational tasks, whereas strategic tasks need to be handled by trustees. This is a difficult transitional phase - we need to decide (possibly by September 2012) which tasks are owned by staff/trustees. Mike Peel: There are three areas: Strategy/Staff/Volunteers. We need clearer definition between the three.
Approval of the Expense policy (MWP) and Financial protocols and regulations (JD)
Taken by JD, who has written a draft financial protocol and regulation policy (which includes expenses). Jon based this on info from UHY (our accountants) and latest charity commission guidelines. AT and Mike peel have commented on this. JD: Money would be spent through the office - trustees and the office discuss where the money should be spent, but the accountancy and the actual paying done by the office. We will be using Sage, not open source software, but accounts will be available. Jon needs to be able to spend money on behalf of WMUK - at present he is bankrolling the charity to the tune of £2k/month. We also need a lot more security WRT opening envelopes, paying in cheques, dual signatories for withdrawing money, etc.
Expenses policy is outline in more detail on the file "Draft Financial protocols and regulations for Wikimedia UK November Board.doc"
The effective date for the policy coming into place is February 2012.
Staff pensions and pay (Fæ)
Will be discussed tomorrow, without JD and RS present.
Any other business
ACTION: AM to provide JD with an estimate for the costs of a web-streaming system.
C: Continuation of minutes and reports
This part of the meeting took place on Sunday 20th, starting at the WMUK office then moving to the British Library.
Review email decisions (MP)
- Decision to generalise the Comms staff budget to 'Comms' in general, and to delegate it to MP (5 November) - MP confirmed he is happy to take this on.
- Decision to use BaydonHill to process international payments (6 November)
- Decision to delegate the £2k budgeted for office equipment (currently under individual staff budgets) to Jon (11 November)
- Decision to sign up with JustGiving and JustTextGiving (14 November) - rate is £15/month +4% of donations. This is an excellent rate for texts, but not amazing for general donations.
ACTION: - CK to provide a short description of the costs etc of the various fundraising methods on the fundraising wiki page.
Actions and reports
Monmouthpedia: Newport Uni are involved. We are being asked to fund the WiR by 50%. The proposal is that they work until next April as the first phase of the work. Some issues were raised re: travel. MP would like a document setting everything out, RB responded that he is organising a memorandum of understanding with all concerned to ensure that any deal is fair and equitable. John Cummings is planned to be the WiR, as he is leading the project proposal, but will need some support. This will come out of this year's GLAM budget.
Microgrants has been very successful over the last month: 5 applications have come in, 4 have been approved. There were some visa issues with Wikiconference India. Britain loves Wikipedia is not yet closed off, needs about £400 to do so.
Since the last meeting: 64 bank transactions - this is 10/week. Expenses are now done weekly, or more urgently if requested. Outstanding items: a few international payments waiting for BaydonHill to get set up. There is now only one outstanding third-party expenses claim, which is being paid this weekend.
ACTION: RS to include disputed transactions in the weekly backlog reports.
Restricted grants in future should be discussed if offered - but as it stands, the board believe that they create large administrative overheads, and should generally be avoided.
The board made the decision that, given the legal issues and our responsibilities regarding US-EU data protection, that UK volunteers who are also WMF contractors should not have access to our databases until they have finished their contract.
The meeting relocated to the British Library at this point.
It was decided that Fiona will be funded to pay for food and supplies and travel at the monthly Girl Geek meetups in Manchester.
ACTION:: RB, AT, JD to decide on success points on a successful Wikimania bid
The Geodata plan is currently a draft and the draft is not yet public, but is progressing. MP has also written a booklet on how scientists & Researchers can use Wikimedia projects to improve their public engagement. Fae said this booklet was a wonderful idea.
ACTION: MLP to assemble a showcase of our work with scholarly bodies
ACTION: MLP to talk to Candy regarding training the trainers
SV has given talks at several locations (including National Space Centre) and is also supporting/running Wikimania Bristol bid. Has been tracking possible stories & press releases. AT noted that it's important to link volunteers and events together - we need a process for this. Fae concurred, and said that we need a system (possibly a software solution) to track actions and plans.
ACTION: JD/Office to look into a software solution to track actions and plans.
NB: Membership approval and one further topic have been recorded in the in-camera minutes. The following discussions also took place in camera, with the outcomes recorded here.
We need to have an agreed approach with pension contributions; that we will contribute to a pension has already been agreed with the CE, and pension contributions are also becoming compulsory. There are two elements to this: the rate of employer contributions, and the rate of expected employee contributions. In discussing these rates, advice from ACEVO was considered.
Typical employer contributions are around 5-6%. Organisations often set a minimum for employee contributions. A possible approach is for the employer contribution to match the employee contribution up to a set limit; another approach is to leave the employee contribution open and put in a fixed employer contribution.
It was decided that, as employers, we will contribute a fixed amount of 6%. The employee percentage is left up to individual employees to decide; the employer contribution is not linked to the employee contribution.
ACTION: AT and JD to organise the pensions scheme.
We can have a debit card, but we cannot limit the amount of money spent via that card. This is particularly a problem if it is linked to our main account - however we could set up a separate debit account.
In order to get credit cards, we would need to be credit checked as an organisation. We have previously applied to the co-op, however we were declined. AT will approach them again on this, but they might say no again.
It was decided to set up a debit card for the chief exec only - not in general for employees - and that this would be linked with a (new) separate bank account with a maximum amount of £2k in it. It was noted that this should be regarded as a privilege that can be withdrawn at the board's discretion. The debit card will be held by Jon, rather than the office in general. It was proposed that all expenses and receipts from the chief exec are made publicly available; it was decided that this was desirable. This will be discussed with Jon.
The budget for continuing to set up the office was discussed, in particular focused on the level of detail that is required by the board before budget approval. Increasing the budget by £2k was proposed, however it was decided that we need to see more detail on the planned expenses first.
It was noted that we need clarity over what areas of expense than Jon has authority to spend without reference to the board. Further to this, it was decided that the 'Miscellaneous Administrative and Office Costs' will be reallocated to Jon.
Present final draft of Plan B (JD)
Jon says plan B will probably not be needed, as fundraising projections are good, but he has redrafted it as per the board's suggestions - eg, the comms person is back in. The board note that plan B is broadly acceptable, and will revisit it if acceptable.
Update on recruitment (JD)
Developer: A lot of this will be contracted - there are lots small tasks that need doing.
At the next board meeting, we should talk about security. We have already reported to the Foundation (via Sue Gardner) about an earlier security problem.
The Comms & Events manager positions are very closely linked, and are also linked closely to the board and will report to the board. JD hopes that we can advertise by middle of December, and we will handle recruitment ourselves, with a view to interviewing in mid January and recruiting by February. A trustee (preferably 2) will need to be on the appointment panel for each of these interviews.
Decision: CK has offered to help with Comms, MP with Events.
AT asked how the salaries have changed? JD replies that salaries have gone up in order to get the best candidates possible. Board were a little concerned that it was too low, but accepted JD on salary. however, there were a few reservations, and so SV offered to help redraft the comms position description. The board did not raise any problems with regards the event manager position.
ACTION: JD and SV to redraft job description for the Comms staff.
The items under this section were not discussed due to a lack of time; they will be delayed until a future board meeting. They included:
- RB - should we introduce 'deputies' for the named positions (particularly a Vice-Chair?) - (5 mins)
- MWP - Demonstration of the procedure for filing expense claims (with a place to "park" issues)
- AT - Scaling up the expenses system - main points (10 mins)
This part of the meeting took place on Sunday 20th.
Changing the Registered Address to point to the WMUK office
ACTION: AT to change the Registered Address to point to the WMUK office
Date of next meeting, and date for an in-person Board meeting in April (MP/RB)
To be done online.
Decisions made from Trustee training
Between 14:00 and 15:45 Peter Williams [PW] provided facilitation for a discussion of governance. A separate report of this event will be provided; these minutes record the actions placed on individual board members and staff at the end of the event.
ACTION: AT and JD to prepare a draft 2012-13 budget by 3 Jan
ACTION: RB and JD to prepare a draft on Metrics by 3 jan
ACTION: JD, MP, SV and CK to assemble a first draft of the Annual Report by February for the Board to review it.
Objectives:PQASSO improvement plan. Led by JD with Fae, but will involve entire board at some point. This to be started in February at a facilitated board meeting. Need to discuss starter papers in between now and then.
ACTION: RB to invite WMDE/WMF/WMNL trustees/execs to give feedback on the WMUK board, and to assemble a summary paragraph for the annual report.
ACTION: JD to set up the process of a trustee induction for new trustees by February. To involve a handbook, a code of conduct, and a skills audit of sort. Perhaps 2 pages? RB to lead, but entire board to contribute to.
AT and office will work on the audited accounts.
Communications: Office-made plan to be forwarded to board for discussion.
Volunteer Engagement Plan was deferred to new board.
By the end of December, there should be a 'dashboard' of admin tasks: how fast things are being replied to, how fast expenses are being paid etc.
The meeting closed at 15:45.