Minutes 2012-11-17

These minutes were approved at the Board meeting on 7 December 2013.

These are the minutes of the WMUK Board meeting that took place in London on Saturday 17th and Sunday 18th November 2012. The agenda is at Agenda 17Nov12.

In camera sections are held on the office wiki.

Attendees

The following individuals were present at all or part of the meeting:

Trustees (voting):

• Chris Keating [CK] (Chair; both days)
• Mike Peel [MP] (Minutes backup; both days)
• John Byrne [JB] (both days)
• Doug Taylor [DT] (both days)
• Saad Choudri [SC] (both days)
• Fae [Fae] (both days)

Staff (non-voting):

• Jon Davies [JD] (both days)
• Richard Symonds [RS] (Minutes lead; both days)
• Katherine Bavage [KB] (Saturday)
• Stevie Benton [SB] (Saturday)
• Daria Cybulska [DC] (Saturday)

Volunteers/observers (non-voting):

• Keith Smith, Compass Partnership [KS] (Saturday)
• Geoff Brigham, General Counsel of Wikimedia Foundation [GB] (part of Saturday)
• Ed Saperia [ES] (part of Saturday)
• James Knight [JK] (part of Saturday)
• Thomas Dalton [TD] (both days)
• Martin Poulter [MLP] (both days)

Saturday

The meeting opened at 10.20am.

Introductions

Everyone present introduced themselves.

Declarations of interest were made regarding matters on the agenda. It was noted that trustees are expected to declare at the beginning of the meeting any conflict of interest or loyalties they might have regarding any of the items on the agenda. If a discussion turns to include matters where they have such a conflict they should declare it promptly. This applies whether any particular interest has previously been declared, publicly or confidentially, or not.

MP declared his conflict of interest with the Wikimedia Foundation's Funds Dissemination Committee, as recorded on the Register of Interests.

CK declared the risk of a perceived conflict of loyalties regarding Midas Training Solutions Ltd, as recorded on the Register of Interests.

Fae declared his interest as the WCA chair. He intends to recuse himself from votes, but not discussions, about the WCA unless the Chair advises otherwise.

Minutes of Previous Meetings

MP asked if it would be possible to discuss the release of past in-camera minutes. However, some of these minutes are not yet ready, and it was decided that the discussion of this release would not be a good way to start the board meeting. DT asked which minutes have not yet been approved, in response, MP agreed to the below action.

ACTION 8.1: MP to assemble a list of unapproved minutes to be approved at the next board meeting.

Confirmation of Email Decisions

There were eight decisions to confirm for the minutes, as follows:

1. Payment of invoice 126 (UHY), approved 18 October 2012
2. Decision to approve a budget of £2k for media training for trustees, volunteers and some staff. This budget will be drawn from the contingency budget, and will form a new "Communications" budget line for the rest of the 2012-13 financial year. Approved by DT, Fæ, CK, MP, JB as of 14 September 2012.
3. Payment of Europeana, approved 15 October 2012
4. Payment of invoice 114 (EDU-WIKI), approved 15 October 2012
5. Draft review to Anasuya Sengupta, approved 16 October 2012 (MP recused due to COI)
6. The Board resolves to co-opt Saad Choudri to fill the vacant space on the Board, under Article 17.4 of the Articles of Association. Approved by CK, JB, DT, Fæ, MP, RB as of 18 September 2012
7. Proposed joint WMUK-WMF statement on the independent review, approved 24 October 2012
8. In response to the article in The Times and The Daily Telegraph about PR editing of Wikipedia, approved 12 November 2012

DT thanked MP for his diligence in putting these together. The decisions were confirmed.

Membership Approvals

JB's membership appears to have expired on CiviCRM. JB explained that this is because he has paid his membership fee via a deduction of his expense reimbursements; RS will confirm this.

ACTION 8.2: RS to confirm the status of payment of JB's membership dues, and to update his membership record as appropriate.

Fae asked if we should implement a system for vetting names before the next AGM. The board broadly agreed with this, and asked KB to recommend a system that could be used here.

ACTION 8.3: KB to review whether vetting of members is needed, assess how other organisations do this, and provide a recommendation to the Board.

MP presented the list of members pending approval, which are available in the in-camera minutes.

DECISION 8.2: The new members were approved.

Register of Directors and interests

ACTION 8.4: All Directors to check if their details are current on the Register of Directors.

CK raised the concern that there is no guideline on what constitutes a conflict of interest that needs to be declared. DT does not want the guideline to be an in-depth dredge through everyone's life, but he does want to err on the side of caution, and suggested that Directors should release as much as possible. CK felt that we still need guidelines and expectations. Fae suggested that we vote on his proposed resolution (2012 DOI Review).

MLP (Martin Poulter) entered the meeting at this point.

Fae explained his resolution and the reasoning behind his proposal. He would like to reword it slightly, and accepts that there are issues with it. DT knew that MP had some concerns about whether the proposal was an ideal solution, and wanted MP to go into it. CK suggested that we postpone discussion to a later section of the meeting: 'Risks'. (Later discussed under #Trustee DOI Review.)

SC explained that he used to work for Sega, and used to be a Special Constable. He currently works for Miniclip.

ACTION 8.26: SC to include his declarations in the Declarations of Interest before the next meeting.

JD explained that he has twice run into issues with the register of interest: once when the WMF asked for a copy of the pre-2012 conflict of interest, and once when a trustee objected to its release. Staff are concerned that they do not know how confidential this is, and would like direction from the board. DT thinks that if it is confidential, it should remain confidential. SC explained that he would like this to be discussed at the later section 'Risks'. MP explained that his feelings are that confidential information should not be released without permission of the person who submitted it.

Outstanding actions from the previous meeting

This was discussed earlier, and will also be discussed in Reports. The staff believe that they have completed all their actions, but are happy to be corrected.

Chief Executive's Reports

JD discussed the programs that have not been progressing well - one of these is the Wikipedian in Residence program. JD convened a meeting of the GLAM Committee to discuss this: it was decided by them that WMUK should move to hire new WiRs. JD would like the Board to delegate powers to a small group of people to take this forward and negotiate the various assurances.

DC explained that she needs to know which budgets these are coming out of, who is going to make the decisions, how confidential this is, and who it will be delegated to. JB noted that the turnaround on some of these applications is expected to be rather quick. He thinks that if good people can be found, we should aim to hire people (or have people hired) and insist that we are on selection panels. He also thinks we need sensible reporting, and good management.

MP noted that this report was not provided on-wiki prior to this meeting. He does not think that we can hire any more Wikipedian in Residences this year, as there are currently huge problems with the role - there are no reporting processes in place, and we have little control over those who are in place. Fae says that there are some issues here: but he thanked DC for putting this all together. He says that things have not been logged, and that we need to be cautious over the use of the WiR term, because some people have been using this without our knowledge. Saad says that we need licences, rules and a code of conduct in place before we can do anything.

CK believes that some of the funding can come from other budgets that are currently being underspent. He says we also need to consider monitoring and reporting - proper reporting needs to be addressed. He would like to proceed with some of these applications. JB says that the reason we have not agreed anything in terms of an agreement is that he does not believe that we have paid any funds towards them, so there has been no need to. Globally, there are no real restrictions on the name WiR. JB would like to add a 'sub group' as it were, of 'Official' WiRs. There was broad agreement that this was a good way forward. DT feels that we need volunteers managing these WiR programs, and noted that we really need people who have the time rather than staff/volunteers/trustees. However, DT is not happy to go ahead with subcommittees unless there is an agreed CoI mechanism in place for those committees. CK agrees. MP said that if a volunteer cannot do something, staff should take over - but that volunteers must have the time to fulfil the duties that they have agreed to, and that staff are there to support them.

MP has concerns about 'independent' Wikimedians in Residence, as WMUK will be seen to have control over them when it doesn't. JD could not see that the risk to WMUK is high with working with the organisations that have applied for WiR positions - they are high quality, nationally recognised brands. There are different ways that these groups are coming at the WiR posts: they have different plans. However, if we don't deliver, it will damage our prestige. The biggest risk is finding good WiRs - there are not many Wikipedians who can do this. SC believes that there needs to be staff support for volunteers. On the agreement side, it might be standard T&Cs or a simple policy - very simple to use. Something simple should suffice, he says. Fæ pointed out that using the Scotland MoU etc. would be good, with tweaks.

CK proposed that the main way to manage the risk here is to move forward with a limited WiR program, and not approve all of them, as we do not have the capacity to do so. He thinks four institutions would be a suitable number. He agrees with DT in that we cannot delegate this to committees, as the committees are not yet properly formed. This should be handled by staff. MP is not happy to go ahead, however, without solid plans and monitoring processes. We have very keen volunteers, but need to make sure that the volunteers know what is expected if they go into a post. JB was not happy that this was being rolled back at such a late date, rather than earlier in the year. Fae was concerned that this may be seen as an 'Approved Supplier List'. CK said that what we need is a terms of reference or similar. CK thinks DT's proposal is sensible. MP noted he agreed with CK's approach, but continued to oppose more WiRs until agreements had been reviewed and agreed upon that address the concerns. Fae believes that there are deep ethical issues regarding this, and would not be happy to go ahead without the agreement of all trustees - i.e. 6 of 6 trustees agreeing. DT feels that a small sub-group of trustees would be a good way to take this forward. CK asked who would like to be on this group: the answer was JB, DT and SC.

ACTION 8.5: JD to send the draft MGS agreement, and any similar agreements, to the Executive working group.

ACTION 8.6: DC to put together a recommendation of the top four WiR positions from her perspective.

DECISION 8.3: to appoint a working party of JB, DT and SC to assemble a standard agreement for Wikimedian in Residence projects.

ACTION 8.7: The working party of JB, DT and SC to provide recommendations to the Board as to how to proceed with Wikimedians in Residence.

CK would like to address Fae's point about creating an approved suppliers list. He thinks we ought to be clear that we are appointing as part of an open process, with no prerequisites. CK thinks these applications should be confidential. Fae thinks they could be open - JB and CK disagreed, and thought this was unworkable.

There was a short break here.

As to Fae's questions (raised on 18 October 2012 in Reports_17Nov12#Governance), he was not comfortable with some of the answers, but will bring them up at a later date. Fae objected to the quarterly CE report not being submitted to the board - instead there was a collection of weekly reports which do not provide the trustees with a summary of issues, risks and progress to plan for the quarter, which would be required for the trustees to fulfil their duty of oversight rather than wading through the last 12 weeks of status reports which were not written for this purpose.

DT shares Fae's concerns that there is no CE report, and JD's pointed out that they were not strictly needed. DT pointed out that WMUK is still a young charity with a new staff, but agrees that greater clarification is necessary.

ACTION 8.8: Board to clarify what reports are required for each meeting.

Financial Report

JB explained the very quick cashflow forecast that was put together after receiving the FDC recommendation, which uses JD's first version of a revised 2013 plan. It shows £100k cash in February 2014, not including any applications submitted to the FDC in 2013. This is the minimum level needed given our staff costs and other fixed costs. JB explained the Financial Report, which is almost ready to be released to the board (and a preliminary version of this report was shared during the meeting). He explained the issues around releasing the management letter, and the WMF's view on this. Our current system is constrained, as we are using the default Sage Charity Chart of Accounts. In practice, budget holders are not currently approving expenditure.

CK asked if it is sustainable to have volunteers as budget holders: JB thinks it is sustainable, but at the moment it is relatively meaningless, as budget items are not individually approved by anyone.

CK asked about Gift Aid: KB submitted the first claim for single Gifts for November 2011, some £23K. If this goes through without problem, then we will move ahead with other claims.

JD made a few comments re the revised 2013 activity plan after the FDC allocation - these are ballpark plans, not firm proposals.

DT would like to know if the Financial Report is for review, approval or information.

ACTION 8.9: JB to check the Financial Report and circulate it to the Board for information.

As to changing the amounts assigned to each budget line, JD suggested that he would propose the variations. DT agreed, and elaborated this point. TD raised a point of order - there are two things that are being discussed: firstly Financial Controls - in practice, staff are in control of these budgets, whereas minutiae tend to be discussed on the board mailing list; secondly, the changing of amounts against budget lines.

ACTION 8.10: JD to bring a proposal for alterations to the budget allocations to the board.

The authorisation of expenditure issue will be dealt with under 'Risks'.

Fae wanted to know if the 'Financial Report with JB' document - the document being discussed - was ready to be released. Fae asked for a vote of the trustees to make Garfield's report an open document. JB and DT were strongly against releasing the report until we have a plan in place. CK suggested that we make the 'Financial Report with JB' public on Tuesday. Fae reiterated his request for a vote in the strongest terms to comply with the stated values of the charity. JB said that he needed to check over the existing document and sort out whether UHY were happy to release their bit. He offered to do this by the following Tuesday.

CK proposed that the aforementioned documents - Garfield's Report and the reply to it - are released on Tuesday (20 November 2012). [not my recollection, JB]

This proposal was voted on, with the results as follows:

• Aye: All trustees
• Nay: None

DECISION 8.4: Garfield's Report and the reply to it - are to be released on Tuesday (20 November 2012).

ACTION 8.11: RS to explain why there was a large spend on Office Stationery in August 2012.

ACTION 8.12: JB/RS to release the Management Accounts publicly.

Committee Reports

Conference committee would like the board to endorse the recommendation of Lincoln to be the location for the next AGM.

DECISION 8.5: The board thanked the Conference Committee for their excellent work, and endorsed their decision to hold the AGM in Lincoln.

The board and DC had a few questions. The issue of how much authority the committee was had was raised, and it was noted that this will be answered tomorrow, and that at present they can make recommendations to the board, or to JD and DC, who can approve them as needed and appropriate.

Fae noted that there were outstanding decisions from the last quarter's staff reports that had not been made. CK reviewed them and ensured that they would be addressed in this meeting.

Fae was concerned that specific recommendations from his report had not been discussed and were not now on the agenda. CK responded by pointing out that actions and decisions should not be included in reports, and should instead be presented separately as proposals and included in the agenda.

There was then a break for lunch.

Wikimania Bid

Wikimania is becoming a big event. The team are putting together a revised bid, which takes into account that it's becoming a large event, and better explains why London would be a good place for it. A small community conference can be run anywhere, but London has large amounts of press, partners, accessibility and excellent facilities.

A number of questions were asked, including what support was needed from WMUK; what relationship between WMUK and the bid team would there be; how much staff time would we need to spend ensuring oversight; and how would legal structures work?

JB asked GB whether there is normally a legal agreement between WMF and Wikimania. GB explained that there is, and that this normally comprises a trademark agreement and a grant agreement. GB recommended that we obtain local counsel to help advise us, and noted that liability limitation is important.

Fae congratulated the bid team, and was very impressed by the current bid. He noted, however, that the plan needs to be robust. He explained that he likes the free culture element - that it is not just Wikimedia, and potentially Open Street Map etc. could also be involved. He asked whether we could get other chapters/organisations involved, i.e. international teaming, and also how we could repurpose the bid if it's not successful - whether we re-use the relationships formed during the bid process.

DT said that he thought that the bid team had done a good job, and that the bid looks very exciting. He explained that he is especially excited about the second, public-facing stream idea, which he thinks is a fantastic idea. He expressed his viewpoint that, in principle, it would be great if we can throw the weight of the board behind the bid.

JD suggested that we could possibly use some underspend from this year to support the bid.

JB queried "The City of London Corporation have pledged the Barbican and £100,000", and it was confirmed that this is an accurate statement. JB also asked the bid team for their thoughts on salaries, expenses and what happens if the conference makes a profit. The bid team answered that LondonFirst may well be contracted to deliver the conference, and that they have a lot of experience delivering such conferences. They also mentioned that the bid staff may get a small stipend.

MP recommended that the conference logistics (finances, contracts, etc.) should be done through WMUK to take advantage of the policies and resources that we have in place already, rather than developing these from scratch for a new organisation. He also encouraged the bid team to work with WMUK's staff and the conference committee throughout the planning process.

CK also asked what else needs to be done in terms of legal structures, trademark agreements, etc.. The board felt that the bid team should present finalised proposals in time for the February 2013 board meeting, ready for the bid deadline of mid-March.

It was noted that it would be good practice for the bid team to invite CK to meetings with large potential sponsors/funders.

Risks

• File:PDF of Risk paper Vs 2.pdf

JD started the discussion on this topic. His first aims were to make sure that financial and HR structures were in place. As a maturing organisation, there were management issues as to the monitoring and delivery of the program. He noted that these need to be appropriate, manageable and workable given the size of the organisation. He also noted that when measuring risk and trying to come up with an attitude to risk, an attitude has to be adopted and a discuss needs to be held about what are sensible risks and how they are measured and mitigated. He made four key recommendations:

1. That we formulate a general statement about risk culture
2. That we agree a format for staff and board to oversee and manage risks
3. That a set of risks are identified and put through an impact/likelihood formula so that for 2012-13 they become risks that are managed and monitored.
4. That we agree a frequency of risk review - every year or so.

Page 1 of the report looks at good practice for organisations. Page 2 points out that the board are responsible and needs to be responsible. In the middle of page 2, there are key questions for the board to review. At the bottom of the page, there are more important and practical questions including "Do we have the humility to look at ourselves and not just assume we're getting it right?". Critics' points should be taken on board, even if those critics are unpleasant or hyper-critical individuals. Page 3 and 4 identify some risks, as does page 5. Page 6 contains a risk matrix. The NCVO model is for board to identify risks, and staff to investigate and report back - the board then agree or disagree with the assessment of those risks, so that we have something manageable and sensible that makes staff and trustees happy.

CK thanks JD for the paper. He thought it was good to see this kind of thorough thinking about serious issues. This is clearly an area where we, as a board, need to pay close attention. CK feels that quarterly risk reviews would be best, rather than annually. CK asked how this fits in with previous board meetings: JD feels this would gather it together and supersede previous reports. MP asked: how many risks would be public/private? JD thinks a 90/10 split - but most risks need to be public.

Fae thinks that it is good that there is thinking about risks. He feels we have not been delivering risk management since the beginning of the year. He is concerned that the report does not go into contingency planning, and that it does not split operational, programme and strategic risks. He is worried that contingency plans have not been produced and put into place, and expects the Chief Executive to put this into place over the last year. He thinks that WMUK are late in implementing effective risk management. Fae feels that the Chief Exec report at this meeting (had there been one) would have been an opportunity to mention the main risks and steps to mitigate them.

MLP spoke: he thinks that the failure is not the Chief Exec's, but instead a failure to understand what our culture of risk is. We cannot move ahead unless the board approves this. MLP thinks that a key risk is that a culture of negativity will dishearten staff and volunteers.

JB thinks that this is a good start, but not ideal - we need to focus more on 'UK risks' rather than 'global risks'.

TD is a student actuary - he works with risk daily, including enterprise risk management. He said that step one is risk culture - a risk appetite statement - and that he agrees with JD and MLP on this, and that it is a board level decision. Rather than reviewing all strategic risks at the same frequency, TD suggested that the top risks should be discussed at every board meeting; medium risk can be discussed twice a year; yearly reviews can be done for lower risks. He said that the approach should be catered to the risk in question.

SC says that it is clear that there has been a lot of discussion of this in the past, and agrees with TD broadly. However, if, because of the risk register, we are not fulfilling our charitable objectives, then risk is acceptable and can be maintained. He thinks that operationally we need more leeway - we should be encouraging new schemes and plans (without being negligent). SC thinks we are in a decent position, but that we have scope to do better. He thinks JD's proposal is a solution we can work towards.

CK asked JD whether he felt that the board needs to look at the risk register again. JD answered no, and that the staff will come up with proposals based on this paper and the board suggestions. The key point is the mid-level risks: losing volunteers, volunteer burnout, etc.

CK ask asked JD whether he feels that we have a culture where people can talk openly without fear of being criticised/spoken about negatively, to which JD answered that we do allow criticism but people are loathe to criticise because it will create a barrage of emails, leading to a huge amount of debate and no movement. CK also asked what would be available at the next board meeting should this document be approved, and JD explained that proposals from staff would be presented.

At DT's request, JD agreed to open the process out for broader input.

DECISION 8.6: JD's 'Towards an effective risk management strategy' proposals were adopted.

CK asked for any risks we need to discuss: DT said Geovation. MP said email burnout. There was much discussion around the specificity of risks, and whether it was worth looking at just Geovation, or at a broader 'working with other organisations'. It was decided that risks should be specific if possible, or to include 'sub-risks'.

It was noted that JD may bring in Peter Williams to help here.

Terms of Reference

Chris opened the discussion, which stems from two things: conversations with the Foundation (does the Chair have authority?) and the fact that CK has read a book on governance, which explains that "Clarity on the role of the Chair helps not only the Chair but the other remaining Trustees." Bearing in mind this appraisal of the role of the Chair, CK proposed we better define the role of the Chair, alongside defining the role of the Executive Committee. CK has drafted a role profile for the Chair based on what he is currently doing, which is available at Board/Role profiles.

CK wants to begin a conversation on these roles and their profiles. MP agrees. DT thanks people for writing these profiles down, but noted that the current proposal is a shift in the role of chair from what he is used to, and he wonders if it's worth looking at the cost-benefit of each of these points; whether it is best having a single point of contact or several points; what would the staff find easiest; and what is actually physically possible.

JB says that at the moment, there is lots of contact between staff and trustees: perhaps it would be useful to draw a distinction between trustees as volunteers, trustees as trustees, and trustees as quasi-managers. CK says his intention was not to say that he would be the single point of contact - but instead, as a primary point of contact. SC thinks that this is entirely appropriate. JD thinks it is important to have a single formal management structure, but that trustees should be able to talk to staff - but not to manage them. JD thinks it is important to delineate between 'trustees as trustees' and 'trustees as volunteers'.

Fae believes that we have seen problems with officers of the charity defining their roles on the fly, and is disappointed that key correspondence has not been shared with everyone. Fae likes the idea of trustees taking on 'files of responsibility' and serving on subcommittees. CK says that on the point of communicating with the WMF, the exec do not have the ability to make decisions on behalf of the board. However, there is a big benefit to a single point of contact with the WMF. DT disagreed: he believes that the board must speak as a whole, by consensus. DT does not like majority votes, and prefers consensus. DT believes that our past dealings with the WMF have had a less than ideal outcome. He does not like being put in the position of having to oppose something after the fact. He does not believe that we got the best outcome from the WMF negotiations. MP replied: one of the things that led to this, is that no-one was communicating with the WMF. MP feels it is good if one person is communicating with the WMF, and does not feel that trustees should be restricted from talking to the WMF if they feel the need. DT asked: is the chair a point of contact between the WMF and WMUK or the primary point?

SC feels we need a formal framework in place to manage these communications, but that it is very helpful for a single organisation to have a single point of contact - he thinks CK is ideal to be this person. MP thinks JD would be a good person, as the CE has a longer duration than the chair. TD suggested that CK should be 'the default' point of contact.

Fae stated that we are conflating a few things. He believes that we should support our principles and values - we must mean them or rewrite them. He thinks that 'open and transparent' means that there should be "no secret conversations" between trustees and the WMF. He feels that he has been intentionally excluded from key conversations, but JB and CK feels that Fae may be mistaken in thinking that these conversations have taken place. Fae would like all phone calls and communications to be reported to the board as soon as possible after the conversation takes place. DT feels that having a chair talking to the WMF ED is not a good plan - he would rather have a staff member talking to a staff member, or a trustee to a trustee. DT feels that JD should always be in the loop, and staff should be an intimate part of the contact with the WMF. There was broad agreement that the Board should be talking to the WMF board, and other chapter boards too.

CK asked what are we doing with this draft, and DT suggested that we revisit this at the next board meeting.

ACTION 8.13: All Trustees and JD: If there is substantial, or substantive correspondence where there is any significant impact for the chapter, the board should be notified.

MLP recommended looking at the Chapter roles page.

Exec Committee

CK said that there are two different proposals here: Fae's and CK's. Fae would like to disassemble the Exec committee, as he understands that it has not been keeping minutes of meetings, and is essentially non-functional. MP disagrees strongly: he feels that Fae's repeated complaints about the Exec Committee is a pre-meditated attack on the Exec Committee, given that Fae did not hold any Exec meetings during his time as chair, despite repeated requests from MP to do so. Fae suggested they discuss this by email.

DT is not sure what we gain from having an exec, but he feels that if others find it useful, it should certainly exist. JB feels that CK's proposal is a little too far reaching, perhaps, with the 'urgent actions' point. MP explained the purpose of the 'exec' email list, and explained why it is useful to him - he doesn't think it needs delegated powers, but it does need to exist. CK suggested a change to his proposal that restricts the powers slightly. There was discussion about how often board meetings should be - one every three weeks was thought by some to be a good idea, and some to be excessive.

DECISION 8.7: CK proposed that we accept the proposal for an 'Executive Working Group'. All in favour. None against.

Board Decision Making

CK introduced this and described that at present we make decisions in several different ways. JD expressed his worry that it was very difficult to get a vote to happen on-wiki. MP thought that this was because there was simply too much going on. JB believes that the only thing that needs to be decided is what we do in the case of a deadlock. JB would propose that the chairman has the casting vote in these roles. Fae disagrees, he suggests that we change the rules as to 'how to count a majority', and explained his concerns surrounding this. MP pointed out that there are lots of votes waiting on-wiki.

MP also spoke about the blog post approval system, and the 24 hour limit, which the staff object to. DT suggested a month-long test, where Stevie is allowed to post blog posts without waiting 24 hours for approval.

DECISION 8.8: Stevie is allowed to post blog posts without waiting 24 hours for approval, until 17 December, when it will be reviewed.

There was further discussion about the role of the chair, and the format of resolutions. CK said he would be happy to take on prioritising board on-wiki votes. MP had concerns about the legitimacy of certain on-wiki votes. MP thinks CK should prioritise them, and MP should format them. There was discussion about the complexities of this. No decision was reached.

ACTION 8.14: Fae to put forward supplementary rules for voting by the board of trustees and for committees to supplement the basics set out in the Articles of Association. (Post-meeting note: draft started at User:Fæ/Draft supplementary rules for voting.)

Membership Report

Katherine explained her membership report. In essence, she is proposing a recruitment model based on regions and regional meetups.

CK thanked KB for her report. JB was happy with the report - at present, he says we deliberately do not have membership benefits. He has concerns about the hassle with accounting if a membership shop was put into place. MP raised questions about cost/benefit analysis of these events, which KB answered. KB is also working on ways to make events a place to recruit new members. MP was also concerned about entryism if we recruit locally: RS suggested that this is a governance problem for the board to sort out. DT has a lot of difficulty in explaining what the benefits of membership are - we need to improve this!

TD asked: who are our targets for new members? Current Wikimedians, or potential new editors? JB suggests that the 'easiest sell' is current Wikimedians - KB says that if we are to grow, it needs to be new editors as well as current ones. Fae raised a few worries about our voting system in future.

Policy Revision

There was a proposal to update the COI policy, which follows legal and community advice. Fae suggested a slight widening to 'open content projects', but this was rejected as it would preclude trustees working for, say, Creative Commons, from being trustees. There were slight amendments to the proposal in light of DT's suggestion that a wife of a trustee could own a business.

DECISION 8.9: The Resolution was proposed by CK that "No Trustee of Wikimedia UK will receive any financial benefit or consideration from offering or engaging in consultancy services related to Wikipedia or other Wikimedia projects", will be inserted at the bottom of 'Background' in the COI policy. This will be reviewed in the light of the recommendations of the governance review expected in February 2013.

A vote was taken, with No trustees against and all trustees in favour of this decision.

ACTION 8.15: Board to review the COI policy in the light of the recommendations of the governance review, due February 2013.

Recruitment Policy

This was not approved, as an appeals procedure was not in place.

Finance Policy 2012

JB explained the seven points that need to be discussed. JB feels that donations in kind should not be monetized in the main accounts, as it is confusing (as with the Bristol conference in the 2010 accounts) and inappropriate for an organisation like ours that benefits hugely from volunteer time, which is pretty obviously impossible to quantify usefully. He thinks that larger donations in kind should be recorded in the notes to the accounts instead.

It was proposed that the below sundry amendments be made in addition to the ones proposed by the Treasurer:

1. Fae suggested that we change the COI statement from Chair/CE/Secretary to simply say "by the CE in line with our conflict of interest policy".
2. Payroll records will be reviewed by the CE.
3. Under section 15, change / to 'or'

A vote was held to resolve to approve these changes. SC, DT, CK, JB approved, and Fae and MP did not approve - MP because the document had not been made available publicly for comment by any interested members.

Other changes

There was significant discussion about the release of the audit management letters. It is in the current policy that these are released. Fae is very much in favour of releasing our Management Letter. DT suggested that we change 'publish' to 'publicly summarised'. This was agreed.

The addition of "Greater than £1000 gifts in kind should be duly recorded in the notes to the accounts, but not monetized in the main figures except in exceptional cases" was approved.

The change related to paper copies of bank statements was accepted.

ACTION 8.16: JB to recommend a change to the board regarding the 'office expenses' line in 4 of the finance policy

ACTION 8.17: JB to recommend a figure for payment limits to the board.

ACTION 8.17a: JB to place the revised finance policy on the main wiki for comments prior to approval.

The meeting closed at approx. 6pm.

Sunday

The meeting started at approx. 10.10am.

FDC Draft recommendation

There was an in-camera discussion that was recorded in the google document linked to in the in-camera minutes on the office wiki. Due to his COI, MP recused himself from this discussion.

DT proposed that WMUK accepts the FDC’s allocations, decides not to appeal it, and thanks the FDC for their time and effort.

• Aye: DT, CK, SC
• Nay: JB, Fae
• Recused from entire discussion and decision: MP

Fae noted that his 'nay' vote was on the basis of technical issues raised in-camera along with others, and that he wished to clarify that he supported the statement of thanks to the FDC, and proposed it himself to the board in advance of this meeting. JB was concerned over the reserves position.

Revisions to 2013 Activity Plan based on FDC recommended allocation

CK introduced the item, and said that he does not feel that we have the staff to run the plan fully next year. JD ran through the 2013-14 budget estimates spreadsheet he has built, saying that it is conservative on income. He explained the issues around hiring new posts, and ensuring that staff roles do not conflict.

Some discussion was held and minuted in-camera. (Discussion is ongoing to release some of these minutes here.)

TD raised some points about the budget, in particular that it lacked any information on what the money was going to be spent on and was just arbitrary numbers. CK agreed with this broadly, but made the point that JD's figures are illustrative. JB disagreed very strongly with TD's comments: he thinks that it is perfectly possible to build up a budget from broad estimates and flexing previous figures, and although it isn't ideal, a lot of the figures are sensible. MLP agreed with JB: he thinks that the illustrative figures are broadly accurate amount. MP said that different budgets need different mechanisms: some have a set cost per item, and some do not. CK said that he sees both sides: there are some situations where we don't know, some situations where there are opportunities up to a certain limit, and some which are another version still. JD agreed with CK and MP, but wants to know what the global priorities are. DT and TD had a discussion about the priorities, and how budgets are worked out.

ACTION 8.18: JD to report back in three weeks with a revised 2013 plan with as much detail as he thinks is necessary, which the board will then add to. JD/RS should include breakdowns of the biggest budgets (e.g. how much does a board meeting cost)

Committee Charters

MP started by explaining that these committees have been set up, but none have an agreed written charter. He said that we can either set out a general charter, or leave it open to individual committees. Fae thinks the General Charter is very helpful. He does not think that it is clear enough about how to go about recording votes. Fae would like them to handle individual budgets eventually. He is worried about the reporting burden, and thinks we probably have too many committees.

TD asked whether the intention was for committees to have an operational responsibilities or board responsibilities, pointing out that the committees of non-trustees cannot have board powers delegated to them under the articles. MP and JB think that more flexibility is required, and that we may be running out of volunteers. DT believes that delegation is not the point: the important thing is that the committees act as central hubs to bring volunteers together to discuss a specific subject, where all the issues in one sector can be brought together. He does not recommend that we currently delegate or approve anything. MP used a general example of how committees are done at the WMF with the FDC (two non-voting observing trustees). JD said that these committees are very useful even without the delegation or voting - they have been indispensable with advice to the chapter. MP asked what powers that the Conference Committee has: the board clarified that the committee only has the power to recommend to the board, or to staff.

ACTION 8.19: With SC leading, all to work on the general charter for committee with delegated powers from the Board of Trustees.

Trustee DOI Review

As part of the general governance review, Fae would like us to do something obvious and public about trustee DOIs. This proposal proposes a regular review of DOIs, with a structure in place. MP has a few comments: he thinks that it is a good idea, but he believes that this straddles the gap between a bespoke solution and a general policy. He thinks it is too abstract. JB opposes as well: he thinks it is too imprecise and vague. He is in favour of the idea, but again, thinks it is not a finished proposal. SC said that any panel would have liability for the decisions it made - but he saw this as a good way forward. DT believes that this is a good proposal, but it needs firming up. He also disagrees with having 'independent panels of trustees' - a panel of trustees cannot be independent. He would propose instead that we have independent experts, and ex-trustees, rather than others. CK was concerned about reconciling this with the governance review. JD believes that any review should be external. SC believes that a good way forward would be to set up the pro-bono legal advice panel he spoke about in his election statement. JB suggested that we let Compass know about this: it would be a good idea. CK and MLP believe that, at present, the proposal is worded incorrectly - perhaps a bit too harshly worded.

ACTION 8.20: SC to take a look at the Trustee DOI Review and soften it where needed.

Volunteer DOI/Approved Suppliers/Training the Trainers

CK pointed out that there are several issues here. We are thinking about formally establishing committees, and giving volunteers real authority to make spending decisions. We also already have volunteers in roles where they advise us on things and do not constrain their actions as volunteers when providing them flights to Wikimania, for example. We also have volunteers setting up external partnerships without our input. CK has suggested we apply these principles first. CK then went over his principles.

Fae raised the issue that point 2 of the WiR section would preclude us from having a WiR with the British Library, because of conflicting recruitment policies (BL is required by policy to recruit internally for two months first).

DT raised a problem with point 3, which is not in line with the CC's guidance. CK answered that the note in the reference is as it should be, and that point 3 needs changing slightly. There was a long and in-depth discussion s to how this would apply to trustees and non-trustees, and the board realised that the wording as not as tight as it could be.

Fae suggested that we apply a 'code of conduct' or a set of standards, in line with our values. However, there were problems raised about defining the standards, and how they would apply to self-declared Wikipedians in Residence. The majority of the board wanted the ability to revoke the title of Wikimedians in Residence if they did something inappropriate. DT would like these Principles turned into a policy eventually.

CK moved that we adopt the aforementioned Principles, but it was instead decided to accept community comment first, on the wiki. The Board was happy with them as principles.

CK moved on to talking about the second section. It was broadly agreed that this was a good idea, but there were questions about what the standards of behaviour would be. The board discussed the various problems around defining contractors, volunteers, staff members, external consultants etc., and how they would be able to serve on various committees. At the end of the discussion, it was agreed that this issue was a lot more complicated than it originally appeared. CK attempted to redraft the policies, and soften the proposed principle. JB felt that there should be a full list of names and titles on the public UK website, and the board discussed the need to look into the possible CoIs that the Wikimania team may have.

The Board were happy with 1 and 1.1.

ACTION 8.21: JD to develop clear guidance and processes about what these proposals [Volunteer DOI] mean in practice, broadly in line with 1 and 1.1, so that volunteers know what to expect and feel supported in dealing with this kind of situation. The board accepted that this may take some time, but that it is necessary.

CK moved onto the third section. The board are concerned that we may spend our charitable funds sending someone to Wikimania, and when there, they spend their time advertising their Wikipedia Consultancy business. This would not be remotely acceptable and would be a misuse of our funds.

JB broadly approved the policies. DT was not happy with the final section's points 2, 3 and 4, because it stops us supporting people who sell Wikimedia-specific training: but does not stop us supporting people who sell other products. CK said that the policy is not supposed to be exclusive, and RS suggested removing the example to make the proposals clearer. CK edited the proposal again, to remove point 6 and remove the example that DT objected to in point 2.

Fae raised the concern that a train the trainers list would be an 'approved suppliers' list. However, MLP raised the point that accreditation, publicly, is very important, as it makes volunteers proud. Train the Trainers may be expensive, but it gives an in-kind benefit to volunteers which outweighs the cost. Fae was concerned that this still seems like we are creating a society of professionals, and that this may not be part of the focus for our charity. CK disagreed: we are providing training for volunteers to carry out the objects of our charity.

MP asked if anyone has given references for Train the Trainers trainers: the answer was no. MLP asked why Fae was against Train the Trainers: Fae responded that he does support it - but he is concerned about professionalising volunteers. JD said that there is a difference between 'skilling' and 'training' trainers. JD feels that this entire issue is not a problem: he has in the past built into place safeguards to ensure that the charity does not come into difficulty. However, he also thinks that this project is critical to the success of the movement in the UK. There was a small amount of discussion on the final part of the Proposals.

CK moved that the proposals be adopted and will be further developed, with community input, into policies.

• In favour: MP, CK, SC, Fae, JB.
• Opposed: DT.

ACTION 8.22: JD to further develop the proposals [Volunteer DOI] into policy and practice with community input.

ACTION 8.23: JB to put forward a proposal on train the trainers potential income issue. [??was I? JB]

Budget delegation for certain budgets

JB said that it is not worth the effort to get these budget holders in place for the remaining 2.5 months of FY 12/13, as we have an extremely robust payment approval system in place. The current chart of accounts was often not compatible with the budget - all this should be in place only for next year. However, there have been items purchased by staff that some trustees are not happy with. JB suggests that, for the next few months, we have the office send any payments over £2000 to the board for discussion, as is done at present.

CK asked: what has changed that has triggered this discussion?

CK suggested amending anything in the list of budget-holders that says "Chris Keating" to "Chief Executive".

CK believes that the current financial controls are (Need to clarify). We have a set of budget holders outlined in the activity plan, but trustees are getting insufficient reporting. We have decided for 2013, that the budget will be much more in-depth than the 2012 budget. There is a question about whether we need to make further changes to change names against budget heads. There is a further question about what an appropriate level of reporting to the board would be, and to a volunteer budget holder also.

MP said that he has concerns that expenditure has not taken place in accordance with the activity plan, partly due to a lack of clarity in the activity plan. This cannot be rectified until 2013. However, "we have what we have", and he disagrees that individual board members should not be budget holders. He believes that trustees should have oversight of these spends. He does not feel that this should be devolved to the CE without sufficient information on how to spend these budgets. He has always been uncomfortable with the office having budget responsibility. There are things which the office, by necessity, deals with, but he would like there to be trustee input on a decision-making level. We are struggling with doing that at present, and he thinks handing this over to the CE would make the problem worse.

JB agrees, broadly, with MP. Last financial year (11-12) we had a budget holder mechanism that more or less worked, but no good level of financial accounting. This year, we have the opposite. Next year we need both. He agrees that the budget should be divided up between trustees as much as possible. We need a mechanism for, in practice, getting trustees to see expenditure at the ordering stage, or at least an overview of what is being spent in each budget.

JD said that on February 1 2012, he asked trustees to break down these budgets into ideal spending patterns, but only two trustees did this. JD produced, every month, what had been spent from each budget. The paradigm would be that in 2013, budget X is given £Y, and the holder comes up with a breakdown of how he wishes this to be spent. RS and JD can then report on this and monitor it as needed. From JD's perspective, this is the best way to give holders control over how the money is spent, and gives staff the ability to monitor these budgets. It is important that we deliver our plan. The issue is where we underspend, and do not deliver our plan. This way, it protects trustees and the charity from allegations of misspending, and staff are able to monitor financial controls.

CK to be removed from fundraising budget, to be replaced by JD (Chief Exec).

The board would like to know how much various items cost. MP in particular is unhappy that they are not made aware of the costs of various meetings or items. He feels that this has been going on without consultation.

JB said that there is nothing easier than getting a report on individual accounts or ranges from Sage, including individual items. But a budget-compatible Chart of Accounts will not be in place until 2013. RS agreed and gave a statement on what he would like from the board, and what he is able to provide. JB says, and RS agrees, that we need a mechanism where the budget holders are able to be involved at the order placing stage. He would not recommend a purchase order system, but we do still need a mechanism in place.

MP would like to propose a solution for the next few months. He is assigning less priority to under-spends - he is concerned that money is being spent well. MP would like us to set up a wiki page saying how much money is left in each budget, what is going to be coming out according to current plans in terms of a project, and an amount.

ACTION 8.25: RS to implement the system of having a wiki page saying how much money is left in each budget and what is going to be coming out according to current plans in terms of projects and corresponding amounts.

The meeting closed at approx. 5.30pm, with some discussion continuing afterwards amongst the board about the upcoming CE review. This discussion was not minuted, and contained no decisions or actions.