Minutes 2012-09-19
Minutes of the Board meeting on Wednesday 19 September 2012, held by teleconference from 20:00 to 22:00
Present:
- Richard Symonds [RS, minutes, non-voting]†
- Jon Davies [JD, non-voting]†
- John Byrne [JB]
- Doug Taylor [DT]
- Mike Peel [MP, minutes]
- Fæ (Ashley Van Haeften) [Fæ]
- Chris Keating [CK, Chair]
- † - present for part 1 of the meeting.
Part 1
The board noted JD's recommendation that an admin support officer and his proposed job description.
JB expressed his view that even with an admin assistant, it might be necessary to hire additional bookkeeping support to ensure a quick, clean audit at the year end.
DECISION 6a.1: to approve JD to hire an office support person, with a budget this year of £8,000, and a full year salary in the range of £20,000-23,000. Passed unanimously.
DECISION 6a.2: for the office to have one alto card per member of staff, the amounts on which will be managed by JD. Passed unanimously.
Part 2
Remaining on the call (~21:30) were the five trustees JB, DT, MP, Fæ and CK.
The trustees need to make a decision about whether to accept Roger Bamkin's offered resignation as a trustee.
JB suggests we adopt the stricter Conflict of Interest policy that our lawyers have just recommended, which prevent any trustee from offering expert services to any Wikimedia UK partner. CK set out two options he thought would be acceptable in his email, one following JB's proposal, the other laying out some strict safeguards about demarcation between the role of trustee and Wikimedia consultant. He said Roger had indicated that he would resign if either option was followed.
The following points were made in turn by trustees present:
- Fæ explained his views of the need to improve our Conflict of Interest and Declaration of Interest policies. Implementing the letter of Charity Commission guidelines is no longer sufficient.
- DT expressed support for Roger to continue and manage the Conflict of Interest.
- MP expressed that he was upset about how Gibraltarpedia came about, and that as a volunteer he is upset about how much of his time he has had to invest in understanding and dealing with this situation.
- DT: Accept Roger's resignation as long as he accepts our appointment of him as an associate. Chris would prefer to separate the two elements.
DECISION 6a.3: Based on verbal ayes in the telecon, all trustees present supported the action to accept Roger's resignation.
ACTION 6a.1: Action on CK to prepare a public statement on Roger's resignation.
ACTION 6a.2: CK to move forward with a call for a new trustee, to be appointed before the November board meeting.
Reports
The following additional reports were circulated to the Board in advance of the meeting.
Advice from Stone King
Circulated to the Board by email, subject:"[WMUK Board] SK's response regarding conflict of interest policy" @8 September 2012 21:16 — immediately prior to the 9 September board meeting. The following is a partial extract of the legal advice.
Stone King proposed the following language to update our Conflict of Interest policy;
"For example, the Articles do not expressly prohibit the remuneration of a Director for expert services he or she may provide to a partner organisation of Wikimedia UK ("partners" in this context may include any third party with which Wikimedia UK works). Nevertheless, as a matter of policy, Wikimedia UK does not permit its Directors (or persons connected to them) to enter into, or appear to enter into, arrangements such as this with current or recent partners of Wikimedia UK (what “recent” means in this context is a question to be considered by the independent, unconflicted Directors in individual circumstances, but would be likely to include any subsequent period during which expert advice, funds or other assets provided by Wikimedia UK are still in use by the Partner organisation).
Other sensitive relationships Wikimedia does not permit include:
[Suggest other situations in which unacceptable, material, financial or other private benefit, or the perception of it may occur, such as the exploitation of Wikimedia expertise for private gain.]"
Chris K's draft proposals
Circulated to the Board by email, subject:"[WMUK Board] COI, Gibraltar, etc" @18 September 2012 20:06. The following is a partial extract.
"We can either
a) follow Stone King's advice and say that offering Wikimedia-related consultancy services as a business is incompatible with Board membership, or
b) review our policies so that we can confidently say that there will be a clear demarcation between the businesses of any such consultants on the Board, and their roles as Trustees of Wikimedia UK.
I have given some thought to what we might need to do to make b) work, and I think we would need not just a disclosure from the relevant Board members that they engage in this kind of work (which of course we already have) but also a policy that says they must;
i) not mention Wikimedia UK or any Wikimedia UK projects as part of any promotional material, correspondence to win a contract, or publicity associated with a contract project, without the explicit approval of the Board
ii) Not use any contacts made via Wikimedia UK to promote their business
iii) inform any organisation they work with, which is also currently or likely to be a Wikimedia UK partner, of our conflict of interest policies
iv) be prepared to provide relevant records and materials from their business to Wikimedia UK in order to confirm that points i to iii are being observed
Without these safeguards I would not be satisfied that we could protect the charity's reputation and establish a clear demarcation between Wikimedia UK and individual board members' business interests. (We might want to review the exact wording with professional advisors, but even without advice I am pretty clear on the principles)."