Minutes 2012-07-26
The in camera sessions are held on the office wiki.
This meeting took place in two halves.
26 July
Present:
Trustees (voting):
- Fæ [Fæ, Chair]
- Doug Taylor [DT]
- John Byrne [JB]
- Mike Peel [MP, minutes back-up]
- Joscelyn Upendram [JU]
- Chris Keating [CK]
Staff (non-voting):
- Jon Davies [JD]
- Richard Symonds [RS, minutes]
Roger Bamkin sent his apologies.
The meeting started at 20:00.
Chair's Report
Report from WCA first meeting
Including financial support for the WCA in the rest of this financial year.
Fæ gave a summary of the meeting, which is recorded in the minutes from that meeting (see meta:Wikimedia Chapters Association/First meeting/Minutes). There was discussion about the initial (rejected) draft budget, and the high costs of employment it contained.
Providing interim funds from this financial year for the WCA was discussed, and was generally supported, but a budget is needed from the WCA first. There was also discussion about the general funding mechanism, whether a 'tax' is the best way to go or not.
Risks
QRpedia
Fae has been discussing this by email, and is planning an hour-long phone call on Tuesday between involved parties to create a final version of an agreement. A further meeting on Friday may be needed.
There are also questions about MonmouthpediA as a brand, and the agreement between Monmouth and the Wikimedia Foundation - and how these relate to future projects like that. These issues will be followed up after QRpedia.
Spending
JD raised the issue that we need to look at the budgets that are currently underspending, and to come up with new approaches for those budgets, or move funds between budget lines.
Fundraising agreement
JD explained that some negotiations are ongoing, including the financial audit, and a question about how US laws about lobbying apply to donations we receive in the UK. No pressing issues.
ACTION 4.1: RS to check that we have sent the Foundation everything they need for us to participate in the FDC.
Actions from Arbcom en.wp ban on Fae
Including proposed board statement.
This was discussed in-camera. It was agreed that the following statement would be issued:
The Board of Wikimedia UK notes the decision of Arbcom.
The Board is united in the view that this decision does not affect his role as a Trustee of the charity. His work at Wikimedia UK has always been enthusiastic and diligent. In particular, his knowledge of charity governance, and his ability to bring about consensus at WMUK's board meetings, have been particularly valuable.
The Board points out that the editing issues were fully public before, and during, the recent elections to the board, and were openly and publicly discussed. Our membership placed their trust in him by electing him as a Trustee. He was then elected unanimously as Chair of the Board. He continues to have the full support of the Board.CE report
Due to a lack of time, the CE report was not discussed.
Treasurer report
Annual Audit
More work is needed on this before it is approved. There will be a mini exec meeting around 4pm on Tuesday 31 July to discuss these.
Pensions
- Decision on pension provider and delegation of responsibility
- CE recommends approve recommendation of Stephen Gardner, Templar Financial. CE to manage, Richard to administer.
JD and Stephen Gardner's recommendation about pensions was accepted.
September meeting
This was not discussed due to a lack of time.
Any other business
BL Digitization project
The British Library digitization project was agreed.
Roger report at Reports 26Jul12
This was not discussed due to a lack of time.
The meeting ended at 22:15.
2 August
Present:
Trustees:
- Fæ [Fæ]
- Doug Taylor [DT]
- John Byrne [JB]
- Mike Peel [MP, Chair for initial items]
- Joscelyn Upendram [JU]
- Chris Keating [CK, Chair post-nomination]
- Roger Bamkin [RB]
Staff:
- Jon Davies [JD]
- Richard Symonds [RS, minutes]
Apologies for any absences
There were none.
Noting Fæ's decision to stand down as Chair
MP led the discussion and noted Fae standing down as Chair. The trustees and staff offered their thanks.
Nominations and decision on who should be the new Chair
JB nominated DT as chair. RB seconded. JB felt that Doug had lots of experience and would make an excellent chair. However, DT was reluctant, as he feels that he could not do as good a job as Fae. MP nominated CK, but CK was happy to support DT.
MP feels that both DT and CK would make fantastic chairs. However, he thinks Chris is particularly good given his excellent work over the past week. JU seconded, based on his long time as a trustee. JB said that he thinks that DT has the time to do this, whereas CK has a lot of work in his life.
CK feels that he can make the time, but would have to cut back on his programme work. CK says that if he has the confidence of the board, he would be willing to do it, and feels he can do it well. Equally, however, he supports DT.
JD felt that it would be good if there was a chair, and a vice chair. MP was in favour of this. There was a concensus that CK should be chair, and DT as vice chair.
JD asked for concensus on a statement about this, which he emailed around the board.
JB was concerned that three emails would be sent within 48 hours to the membership. However, CK, JU MP and DT all agreed that three emails close together about such an important issue was a good idea. JD said that we were under great pressure from members.
CK suggested an amendment to the last sentence, which was agreed, and moving the mention of the vice chair higher in the email, which was also agreed. There was also some discussion of Fae's role in the WCA, and how to include that.
ACTION 4.2: RS to circulate this statement [new Chair] on the blog, wiki (on the minutes), UK email list.
The final statement was:
Doug Taylor, another leading Wikimedian with thirty years experience of the non-profit and charity sectors was appointed Vice Chair in support.
Chris has a background in fundraising and campaigning, and he is a long-standing Wikipedia editor and administrator. Elected to the Board of Wikimedia UK in April 2011, his main priority is making sure Wikimedia UK communicates well with the Wikimedia community and with our other supporters. His skills and experience will be invaluable as he leads us through a busy, productive and important period.
The Board wishes to thank Ashley Van Haeften for his excellent contributions as Chair of our charity. There is no doubt that he will continue to perform well as a Trustee and volunteer, particularly in his GLAM (Galleries, Libraries, Archives and Museums) work, where he is a leader in the field. He continues as Chair of the Wikimedia Chapters Association
This change in leadership will not affect the day to day operations of Wikimedia UK as a functioning charity. The Board looks forward to supporting the Wikimedia community as we continue to work towards our objectives.CE report
5-year plan, as per 14 July discussion
This was deferred until September.
Progress on 2013 activity plan
JD says that this has stalled slightly, but that it needs to be approved at the September meeting at the latest. There are a few numbers we still need to decide. The key question is: what can we do next year? How much can we realistically achieve? All ideas welcome. MP says that there is a significant opportunity for growth in Development (tech development) next year. RS suggested that we ask the membership in person at the next London Meetup - perhaps using little cards to ask them what they would do with £10k for Wikipedia. JB suggested it goes out with the donor survey. Discussion then moved on the the developer post, and would like to increase this part of the budget. CK encouraged everyone to come up with something by 16th August. CK will chase these up.
Developer post
DT felt that in the long-run, the best way to deal with this is to start bringing in a few people long-term to work on specific ideas. He would very much like to expand this part of the budget next year.
We had several good applicants, and these were reviewed by a volunteer, as well as DT and JD.
Interns
The board noted the hiring of two new interns, both of whom were extremely well qualified for the task. MP was disappointed that there was no board involvement in this - JU felt that JD did not overstep his role, however. JB broadly agreed. DT felt that temporary staff should be dealt with by JD, as is done in schools: but that the board should be involved in hiring for permanent roles.
ACTION 4.3: JD to write a brief hiring policy in the next two weeks that brings in both community involvement and board involvement.
DECISION: The board thanks HJ Mitchell, Daria and Richard for carrying out interviews for this and welcomes the two interns to Wikimedia UK.
Chepstowpedia
RB explained that there are several small towns looking to do this themselves, but his recommendation is that we need to do Chepstow to push this forward.
DECISION: Contingent on the Monmouthshire County Council MOU being agreed by the board, and the QRPedia agreement being signed, the board have agreed the £14k proposal for Chepstowpedia.
Email decision
The board noted the email decision to give Martin Poulter the title of 'Wikimedia UK Associate'.
Communications Data Bill
Approached by the Open Rights Group to put our name to part of a government consultation reply, asking the government to put more thought into the bill. The board discussed how much support we are willing to give to these endeavours.
DECISION: The board agreed a short statement to be approved by JU.
Status of Annual Audit
JB led on this. The auditors have agreed the main points, but some clarification needs to be done with some of the numbers, particularly our "restricted funds" from several years ago. These will be closed off, one shortly, and one by next spring. We expect a near-final version tomorrow. A resolution approving this will need to be agreed by the 7th of August, in time for the meeting with the auditors.
Roger's report
The Welsh Government are proposing to release a Welsh-language encyclopedia completely under a free license. The board thought that this was fantastic news.
Gibraltarpedia is moving ahead with a possibility of Tangierpedia. Wikimedia UK are not yet involved in this, it is being run by Roger Bamkin and John Cummings at present, but WMUK have been invited.
WiR at the national library of Wales is also a possibility.
September meeting
Agenda needs further work, but there will be a board meeting in Coventry, probably focusing on the 2013 activity plan.
Any Other Business
The board thanked the staff of Wikimedia UK, particularly Stevie Benton, for their diligence and hard work over the previous few days.
CK expressed his personal thanks to Fae. He said that this has not been an easy few weeks, especially not for Fae. CK is grateful to the board for the support they have shown him (CK), and will endeavour to speak to them all individually in the coming days.
Education Subcommittee
DT has set up a sub-committee. Stevie Benton, John Byrne, Joscelyn, Doug, Martin Poulter, Charles Matthews, and User:Leutha.