Minutes 2012-06-30

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These minutes were approved at the Board meeting on 8 September 2012.

Attendees:

  • Board: Fæ [Fæ] (Chair), Mike Peel [MP] (Minutes backup to RS), Roger Bamkin [RB], John Byrne [JB], Chris Keating [CK], Doug Taylor [DT], Joscelyn Upendran [JU]
  • Staff: Jon Davies [JD], Richard Symonds [RS] (Minutes, lead), Katherine Bavage [KB] (Sat only), Stevie Benton [SB] (Sat only), Daria Cybulska [DC] (Sat only),
  • Visitors: Harry Mitchell [HJM]

Saturday 30 June

This day's events were not formally minuted. In brief: Peter Williams ran an induction session for the Board (with CE), and staff introduced themselves to the new board members and summarised their roles in the organisation.

Sunday 1 July

The formal board meeting started at 10.10am.

Agenda, streaming, apologies

No streaming was available, but the board meeting was be recorded.

Fæ thanked the staff for the well-put together Board Papers pack. He also spoke about the diversity of the new board, and the success of the 2012 AGM. He spoke about the risk of continuity loss given that we have lost three good board members: Andrew, Martin and Steve, and that as Mike is the longest-serving board member, we value his experience. Fæ expressed his view that Train the Trainers, Wales, and the British Library projects are great successes. He would like to see, however, more missed opportunities discussed in board meetings, so that remedial work can be done to improve those projects.

Fæ and Roger also spoke about how it is important to more accurately track our actions. Mike has been doing a fantastic job here, but anyone who takes on this role has a high standard to attain.

At this point, JB arrived.

Transfer of responsibility to the new Board

Outstanding items are:

  • Update Old Board/New Board user rights (current board have Admin and Bureaucrat, former board have Admin) - Bureaucrat changes need to be done via a Steward
Company Secretary
  • File the change of name form with Companies House - Richard has the main form, will be done shortly. Also need NE01 form to ask for an exemption from the need to append 'Limited' to the name.
  • Update the Register of Directors
  • Update bank account signatories and access
  • ACTION 2.2: JB to make a recommendation to the Exec
  • ACTION 2.3: RS to make a schedule of signatories for all bank accounts, and send to JB
  • ACTION 2.4: RS to update declarations of interest page for board
  • Update PayPal account access
  • Update CiviCRM access;
  • Reallocate authorising board members on the current budget page
  • Change WMUK blog accounts to/from admin as appropriate
  • Request new OTRS account / existing one to be updated
  • Update board members list on Twitter
  • Update admin access on the WMUK Facebook account

Declarations of interest

ACTION 2.5: JD to ensure all trustees understand DOI policy, and that there is a statement of this on the UK wiki.

Review of past meetings and approval of Minutes

  • ACTION 2.6: Jon to direct Stevie to write a blog post and solicit feedback on the annual report.

Review email decisions

  • 15 May, Approval of the PRCA press release (DW, JU, JB, MP) [1]
  • APPROVED
  • 23 May, Decision to amend staff contracts (with the exception of the CE contract, and subject to staff agreeing to the amendment) to change the notice period given by either party to "four weeks until you have been continuously employed for 2 years and thereafter the notice to be given by you or the Employer increases by one week for each year of continuous employment up to a maximum of 12 weeks." [MP, RB, DT, JU, CK] [2]
  • APPROVED
  • 5 June, Approval of extended funding of Daria's visa application [JU, DT, MP, JB]
  • APPROVED
  • RB raised some issues as to the discussion process surrounding the decision for approving a discussion. He felt that the discussion had been 'closed down'. DT explained that he felt that it was very important to get a developer hired in time for the Fundraiser, and that as there was a dedicated budget head, and that MP was under pressure to have support for the charity's technical role. MP explained that he thought a decision had been made, after he waited 24 hours after a majority of trustees supported it. JD expressed his view, that it is important to get a developer in place ASAP. Fæ would like to note that he did not vote on this, as he trusted Mike's decision. Backup if we can't hire a developer is to hire contractors to do the fundraising development work needed.
  • ACTION 2.7: JD to draft and cost a contingency plan to hire contractors if no-one suitable is found.
  • Relevant board email "[WMUK Board] Full-time developer position" 13 June 2012.
  • 17 June, approval of a letter offering support for WCA registration in the UK. [MP, JB, Fæ, DT, RB, JU) [4]
  • APPROVED
  • This was APPROVED and a hard copy signed in the meeting.
  • ?? June, decision to approve the Participation policy. Decision in progress, currently approved by CK, MP, Fæ. [6]
  • This was APPROVED at this meeting (not by email) subject to a review by JU. Should JU make significant modifications, then an email decision will ratify the changes.

Trustee workshop on risk assessment and identification of required contingency plans

  • See previous work at WMUK risk discussion
  • Outcomes: Statement of current top 5 identified risks with a reasonable likelihood of impact in the medium term

3. Relationship with the WMF breaks down.

    • High impact, medium risk, owner [CK?]

4. Board becomes non-functional (which may be a result of divisions in membership opinion or other significant loss of impact)

    • High impact, medium risk, owner [Fae]

5. Fundraiser fails (either from technical issues, lack of donors appearing..)

    • High impact, medium/low risk, owner [CK]

1. Loss or significantly insufficient numbers of volunteers to engage on planned activities (resulting in underspend)

    • High impact, high probability, owner [JD]

2. Reputational hit (negative publicity about the Foundation, key people or Wikipedia may cause damage to the charity)

    • High impact, high probability (in that it will happen sometime), owner [JD / Stevie]

(Other possible risks mentioned, not in the top 5 yet, were Fail to deliver on programme, QRPedia (for discussion later), division with Jimmy Wales (possibly under 2))

ACTION 2.8: owners as above to develop contingency plans (corrective and preventative action) along with associated estimates of time and cost, to recommend to the Executive.

5-year plan

JD explained the strategy. As this is a strategy, it does not need to have smart targets: they will come later, after the strategy. JD feels a few points are important:

  • Making volunteers feel valued - possibly with a dedicated staff member for volunteers

There was some discussion around a 5-year target, and whether or not it was a good idea to have one - JB thought that it leaves us as a hostage to fortune. There was general agreement with this point.

  • MP felt that there were several general problems with the document. He believed that there were not enough measurable targets, and that some targets listed had already been achieved. JD replied that although we meet the targets, they are not reviewed or documented. JB felt that we had /not/ yet achieved some of the targets thats MP felt we had.
  • There was a discussion between RB, DT, JD, HJM and JB about how best to measure the efficacy of an event - whether or not cost, volunteer time, staff time etc were the best thing to measure. DT felt especially strongly that volunteer time is the major limiting factor. DT suggested the following wording: "The important metric of volunteer hours per volunteer generated will be recorded and used to evaluate the effectiveness of each major activity"
  • ACTION 2.9: JD to create a Volunteer Engagement Strategy to present to the board and community.
  • JB and CK felt that the three-year aim surrounding the "UK WikiConference" being seen as a European WikiConference is not a good aim to have documented, as it is not particularly clear who the conference would be aimed at.
  • Fæ felt that, although he did not like the plan, a lot of very good staff work had been put into it, and that volunteer engagement & input had been good.
  • DECISION: Will revise the document online, and will have a meeting in Washington DC (probably on Sunday 15th) when we will come to agreement on the plan. It was decided that the one-year element of the plan can be used by the Office as a basis for working on the 2013 plan.

Proposals for sub-committees

Fæ discussed his proposal for a GLAM and OUTREACH sub-committees. These committees would be able to spend up to £2,000, delegated to them.

MP proposed that financial delegation be deferred to the next board meeting as the current GLAM-related activity plans and budget breakdowns need to be made more detailed and robust before we can commit to managed delegation.

DT explained the scope of the Outreach committee: a rather broad remit, subject to being refined, where everything going "out" to the public would fall under this subcommittee. RS asked exactly where the line would fall between GLAM and OUTREACH. DT explained that editathons etc would fall under Outreach, whereas GLAM-specific editathons would be GLAM. These committees might not have any board members on them at all, and membership on them might overlap.

DT proposed that there is a member of staff on the subcommittee.

After some discussion...

  • DECISION: It was agreed that there will be GLAM and education sub-committees, the creation of which will be led by Fæ and Doug respectively. The leaders are to come back to the board at the next meeting with a charter describing the committees, initial membership, and (if appropriate) budget outlines, for formal board approval.
  • ACTION 2.10: Fæ and Doug to lead the assembly of the GLAM and education sub-committees respectively.
  • DECISION: MonmouthpediA will not be included in the GLAM or education sub-committees, and will continue to report to the Exec and Board. MonmouthpediA will become its own budget line.
  • DECISION: Subcommittees should consist of four or more people, and their membership should include one staff member for an operational link to the Office and one trustee who will act as the liaison with the Board. Additional trustees and staff may also be part of the sub-committee in a non-liaison role.

Reporting required for monitoring operations and summary of key indicators

  • How effective are the current weekly and monthly reports?
  • What information is currently used by the board? We need to have oversight of risk management, monitor operations, and ensure plans to deliver against are mission are in place and effective. If we are not doing this, them we need to ask for the right information.
  • Key Performance Indicators (top 6?)
    • ACTION 2.11: JD and staff to assemble a list of the key metrics for assessing the performance of the organisation.

This issue was not resolved at this meeting, and will be discussed at a future meeting. In the meantime the current reporting requirements remain.

Trustees and Chief Executive reports

The Board ran through the reports, with thanks to those that have submitted them. The following outcomes came from the discussion of the reports.

  • MP suggested more board meetings, as he doesn't feel that four per year is enough. He recommended that we return to the same pattern of board meetings that was followed the previous year.
  • DECISION: There will be extra telephone board meetings per year in between the planned in-person meetings. These telephone meetings will be focussed on actions, decisions, proposals: not reports or discussion, and will be limited to approximately one hour.
  • ACTION 2.12: Fæ to update schedule of meetings to include telecons.
  • ACTION 2.13: RS to report on Per Diems in September, as to if there have been any over-claims or any abuse of the system.
  • DECISION: to hold the next board meeting in Coventry at the Herbert, from 10-4 on both days.
  • DECISION: To adopt the Conference Committee as an official sub-committee of WMUK. Daria staff liaison, Mike board liaison.
  • ACTION 2.14: HJM to provide a list of members of the Conference Committee.
  • DECISION: to get 2 additional desk spaces.
  • DECISION: Board costs to be adjusted to £20k.
  • DECISION: Purchase of 3 laptops.
  • DECISION: Hiring of 2 interns from education budget.
  • Comms report - Agree that this can be released to the community, but that it needs an additional round of improvements before being approved by the Board.
  • DECISION: that the next AGM will take place on 8 June 2013, location to be decided.
  • Train the Trainers: Martin leading, Doug liaising.
  • DECISION: Deposit to be split into two separate deposits, the decision of which banks to use will be delegated to the exec.

RB left the meeting at this point.

Board in camera

The Board held an in-camera discussion on various topics, including QRpedia. By Board decision on 7 December 2013 these in camera minutes were released on 24 January 2014.

Other areas deferred

We are planning an effective approved supplier list, is this fully in line with our mission and values? Feedback on Action Plan agreed with Jon Davies from 6 month performance review Risk associated with partnerships political risk from partnership in Gibraltar (we need to ensure our expectations for multi-language, openness and partnering with other chapters and other nearby countries are positively supported with any funding) Europeana investment may go bust after we spend 60k WCA may never get going but still cost us 60k

QRpedia

QRPedia status - this has been drifting, so is it realistic to expect this to be agreed before the next board meeting? [DOI: RB]

In the open meeting it was made clear that JU, RB, TE, Fae will be arranging a one-day workshop. There was confusion about the agreement that RB and John Cummings have signed with the Gibraltar government. The current understanding is that this is a personal agreement for services. We understand that there are plans to announce an agreement at Wikimania and create a GLAM related post about this in the context of Wikimedia UK supporting a programme in Gibraltar. This should be contingent on a Wikimedia UK documented partnership or memorandum covering the programme if the charity is to be mentioned as supporting. [Action Fæ to review with RB] Two trustees raised concerns that RB's declaration of interest with regard to QRpedia was not clearly explained for the members.

ACTION 2.17: Fæ to review with RB (Post meeting note by Fæ, 2 July 2012 - As there are governance related issues here, I will be seeking a balancing view to these discussions with an independent trustee. I have a close working relationship with Roger and while I am keen to ensure that these concerns do not hamper innovation or become unnecessarily personal and damaging, I am committed to avoiding giving the false impression that there is any lack of transparency to managing declarations of interest.)

2012-13 fundraiser (and Funds Dissemination Committee)

CK led a discussion about the upcoming fundraiser and the FDC, in particular focusing on the various approaches that could be taken with the overall budget (based on a document prepared by JD), and the process of defining our 2013 activity plan.

DECISION: 2013 activity plan to be set up on the wiki as a copy of the 2012 plan, with updated numbers (including options), additions and revisions, and the community to be invited to participate in its development on-wiki. August, have a workshop to assemble the next iteration of the plan. Then board workshop at the meeting on 8-9 September to finalise. Absolute deadline is 1 October.

Close (and post-meeting decision)

The meeting came to a close at 5.30pm with the departure of CK and JU.

A decision was made by a combination of those present and via email for those that had already left: DECISION: Fæ will be WMUK's representative to WCA at its initial meeting at Wikimania 2012.

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