Minutes 2013-12-07

These minutes were approved at the Board meeting on 8 March 2014.

This was a two-day board meeting. See also 8th December minutes for the minutes of the following day.

Please note that all Decisions as minuted were made nem com unless otherwise indicated by a vote count which will include those for, against, and abstaining but will not specify which trustees specifically voted which way.

The following common abbreviations are used throughout:

• WMUK - Wikimedia UK
• WMF - Wikimedia Foundation
• FDC - Funds Dissemination Committee
• ARC - Audit and Risk Committee
• GovCom - Governance Committee
• GLAM - Galleries, Libraries, Archives and Museums (outreach in the cultural sector)

Saturday 7th December

Attending

Trustees

1. Carol Campbell CC
2. Saad Choudry SC
3. Greyham Dawes (Treasurer) GD
4. Chris Keating (Chair) CK
5. Simon Knight SK
6. Michael Maggs MM
7. Alaistair McCapra (Secretary) AMC
8. Padmini Ray Murray PRM
9. Joseph Seddon JS
10. Kate West KW

Staff and Observers

1. Katherine Bavage (Fundraising Manager, Minute-taker) KB
2. Katie Chan (Volunteer Support Officer) KTC
3. Jon Davies (CEO) JD
4. Mike Peel (Observing) MP
5. Frank Schulenberg (Senior Director of Programs, Wikimedia Foundation) FS
6. Anasuya Sengupta (Senior Director of Grantmaking, Wikimedia Foundation) AS

Introduction

Welcome to New Trustees

CK welcomed attendees to the meeting, especially SK, KW, PRM, CC and JS for whom this was their first board meeting.

Update regarding Funds Dissemination Committee

CK requested that JD open the meeting by providing an update into the FDC process and result.

JD stated that he would briefly speak to the process, assessment, result and subsequent visit of members of the grant making team at WMF.

JD commented that two years ago the process for funding the chapter was significantly different, with chapters directly raising income in different ways. The process has become more formalised, with fundraising activity primarily undertaken by the WMF and disbursed as grants. AS leads the grant team and has sought to evolve the process whereby the movement makes use of its funds in an impactful way.

JD noted that the process of developing WMUK’s bid document had been around £5,000 in staff time, a not insignificant amount. The resulting grant was 79% of what the Chapter had requested, and some of the accompanying commentary was quite strict in its criticism. It was a good step that WMF staff were able to visit the Chapter and observe the board meeting this weekend as it would hopefully offer insight into the Chapter’s delivery of its programme.

Icebreakers

Trustees and staff undertook some induction exercises to make introductions.

Induction: A brief history of Wikimedia UK (MP)

An overview of the history and core values of the charity was given by MP, with reference to the establishment of the charity and its mission and values, focusing on being volunteer-led.

The slides for the presentation can be viewed here

GD noted that historical discussions in respect of an advisory council as representative of the volunteer community remained in hiatus, but this was not currently seen to be a priority for governance. {Note: This issue was considered as part of the GovCom report, later)

Induction: A brief summary of being a Trustee (CK)

CK referred to the ideal relationship between a Board of Trustees and CEO as being a ‘Partner/Critical friend’. He also emphasised the importance the Board providing a strategic vision to direct operational activity.

CK highlighted Trustee responsibilities in regards of information management – how to balance the pressure of scrutiny versus information overload. Retaining a commitment to being transparent will continue to be a high priority.

Approval of minutes of the previous meeting

AMC drew the meeting's attention to the fact that the minutes of the July meeting had been held over for approval following some rewording requested by GD. Both GD and AM were now content that the reworded version properly recorded the meeting, and asked the Board to approve the revised minute.

DECISION:

• The Board of Trustees approved the minutes of the meeting on 13th July.

AMC recommended the minutes from the meeting on 14th September 2013 for Trustee approval.

DECISION:

• The Board of Trustees approved the minutes of the meeting on 14th September.

ACTION:: KB to update the pages on the UK site to confirm that the July and September minutes are now formally approved.

ACTION:: RN to ensure a copy of the minutes of the previous meeting is circulated with the board papers for forthcoming board meetings.

ACTION:: RN to ensure that trustees receive hard copies of all papers on the agenda for each meeting, including the agenda itself

Matters arising not on the agenda

2014 Board timetable

It was agreed that this would be raised at the close of today's meeting.

Approval of agenda

This item was not taken.

Declarations of Interest Relevant to Matters on the Agenda

No declarations were made.

CK commended the public declarations of interest page to new trustees and requested they be mindful of whether an interest was presented now or in future that required declaration.

Consent item

Microgrants and Macrogrants recommendation

DECISION:

• The recommendations proposals were adopted as follows:

* That the distinction between microgrants and macrogrants be abolished to create a general project grants process.

* That initial comments and objections be raised in response to a new grant application within a fixed timeline of one week.

* That providing there is no substantive objection raised which is unaddressed, the Chief Executive may approve a grant application once it has been recommended by the Grants Committee

* That the Grants committee numbers be expanded to five individuals to increase capacity to review the applications

Deciding the trustee to serve on the Grants Committee was deferred to the discussion under ‘Trustee appointments to other roles'

Wikimedian in Residence virement

DECISION:

• That the proposed virement was approved to extend the contract of Ally Crockford as Wikimedian in Residence at the National Library of Scotland.

Anti-Bribery Policy

DECISION: This policy paper would be referred to the ARC for further consideration before approval.

ACTION:: AMC to add to next ARC agenda

Approval in principle to sign the Free Knowledge Advocacy group EU statement of intent

This statement of intent paper required consideration and would be discussed elsewhere on the agenda under Staff reports - Communications report.

Virement for Community building across the Open Sector

This statement of intent paper required consideration and would be discussed elsewhere on the agenda under Staff reports - communications report.

Governance

Officer roles and committee memberships

Election of Chair

CK noted that his long term intention had been to step-down as Chair having served for over a year, which would require the board to elect a new Chair.

DECISION:

• The Board of Trustees accepted CK’s resignation, effective following the end of this agenda item.

An opportunity was given to all to make nominations for the role of Chair of the Board.

A nomination was proposed by SC and seconded by AMC that MM be nominated to act as Chair of the Board of Trustees.

DECISION: MM was unanimously elected Chair.

At this point MM took over the chairing of the meeting.

As incoming Chair MM thanked CK for his expert guidance of the Charity of the preceding 16 months, which had been invaluable.

GD asked for a clarifying statement regarding formal/informal committees, noting that only Governance Committee and Audit and Risk Committee had constitutional status, while the Education, GLAM and Technology Committees only had informal existence as a way of connecting the Board of Trustees, decision making processes and members of the community. It was noted by MM that this would be a priority area of review for the Governance Committee in the coming months.

Audit & Risk Committee and Governance Committee memberships

DECISION:

• SC stepped down from serving on the Audit and Risk committee, and CC and KW would henceforth serve on the Audit and Risk Committee.

Membership of Audit and Risk Committee from 7th December: GD, AMC, CC, KW

MM noted that the Hudson review of governance had recommended that the Chair of the Board of Trustees should also serve as the Chair of the Governance Committee. The Board had elected not to proceed on that basis while CK was Chair but with MM in the Chair this would now be put into effect. It was also noted however that since the terms of reference for committees allowed for committees to decide their own Chair, the Governance Committee might in due course select a different Chair.

DECISION:

• CK stepped down from this committee, and JS and KW would henceforth serve on the Governance committee.

Membership of Governance Committee from 7th December: MM, GD, JS, KW

Trustee appointments to other roles

Grants Committee

DECISION:

• CK stepped down from serving on this committee, and SK would henceforth serve on this committee as Trustee representative.

Membership of Grants Committee from 7th December: John Byrne, SK, KTC. This may be subject to change as additional volunteer members were invited to join and JB may stand down in New Year.

Technology Committee

DECISION:

• JS and CC would henceforth serve on this committee, and MM would continue to act as Board liaison.

ACTION: KB to invite PRM to listen in to the next meeting.

Membership of Technology Committee from 7th December: MM, JS, CC from the Board of Trustees.

GD requested that a formal separate report from this Committee be presented to the Board of Trustees in March 2014.

GLAM Committee

DECISION:

• PRM and JS would henceforth serve on the GLAM Committee, and PRM would act as Board liaison.

Membership of GLAM Committee from 7th December: PMR and JS

Education Committee

DECISION:

• SC would step down from serving on this committee, and SK and PRM would henceforth serve on the Education Committee, and SK would act as board liaison.

Membership of Education Committee from 7th December: SK and PMR

Trustee who oversees Staff Annual Reviews

DECISION:

• MM would step down from this role and KW would henceforth take on these responsibilities.

Trustee who oversees Staff Annual Reviews from 7th December: KW

Bank Signatories

DECISION:

• MM and SC to be added as banking signatories.

Updated bank signatories from 7th December: CK, MM, GD, AMC, JD.

DECISION: the matter of separate signatories for deposit and reserve accounts is to be referred to the ARC Committee

ACTION:: AMC to add to next ARC agenda

Pathways Project Representative - currently MP

DECISION: That MP would continue to serve in this post.

ACTION: To ensure that MP receives all updated proposals in relation to this project and be kept abreast of their drafting.

Pathways Project Representative from 7th December: MP

GD raised a question as to whether there ought to be a volunteer committee set up to support specific-Welsh outreach. JD noted that the Pathways project funding was specific and tied to the outcomes of its funders.

Conference Committee

Decision: No liaison for the Board of Trustees was appointed

Induction: Introduction to the Wikimedia Foundation (Anasuya Sengupta)

This item was heard later on the agenda to accommodate travel arrangements.

MM welcomed AS and FS as visitors from the Wikimedia Foundation. FS and AS introduced themselves and explained their role in the Wikimedia Foundation.

AS noted that within the last 12 months the Board of trustees of WMF commissioned a ‘Narrowing Focus’ exercise that reformulated the main roles of the WMF to a) Grantmaking b) Fundraising c) Engineering and Ops (with an exception of supporting large outreach projects such as Wikipedia Zero). The subsequent more formalised movement funding procedures had led to the development of the grant making team and Funds Dissemination Committee. The opportunity to come and observe and listen to the Board of Trustees and speak with staff was appreciated.

GD noted that the WMF five year strategy was due to expire in 2015, and the the WMUK Board of Trustees would welcome clarity about the extent to which WMUK should aspire to be independent in terms of self-funding and direction. AS noted that a new Executive Director and the present plan coming to an end would create an interesting time/opportunity for the WMF’s future planning.

GD noted that uncertainty around the Chapter’s status as a direct fundraiser in future years was having an impact on its future strategy and being able to deliver its work. He queried how the FDC might envision the development of chapters to become fully independent fundraising entities and remit funds back to the movement. AS noted that the FDC review of grant applications had acknowledged the desirability of chapters diversifying their income, as was a sustainable funding base. The Wikimedia Foundation Board did not want Chapters' primary focus to be on fundraising. The nature of the payment processing decision making from year to year was unclear.

CK reported that the Wikimedia Foundation Board decision on payment processing had been that four chapters could act as payment processors at the discretion of the Wikimedia Foundation Executive Director. The Fundraiser Agreement would need to be signed by June 30th and therefore the decision on being a direct payment processor or not would be made in the first six months in 2014.

SC noted that the next five years of strategy would be vital and a key part of that would be opening up the movement to new users and audiences and that was a potentially large challenge.

Reports

Board committee reports

Governance Committee Report

MM noted that the interim report into the Chapter’s progress with improving its Governance had been positive.

DECISIONS:

• The Board adopted the recommendations of the independent interim review commissioned from Rosie Chapman
• The Board delegated the implementation of the final recommendations from Rosie Chapman's report to the Governance Committee
• The Board asked for a progress update on the ongoing implementation of recommendations from the interim review to be a standing report item from the Governance Committee on its future agendas.
• The Board approved the recommendations for the Committee’s scheme of work as presented.

MM noted of particular importance the proper recording of formal decisions taken and actions agreed.

ACTION:: Govcom to report to next Board meeting

It was noted that the appointing of phase one and phase two Board members had been smoothly undertaken and it was hoped the additional skills and capacity they offered would help prevent delays to implementing changes. A future piece of work of priority would be to examine the work of non-board committees, and the integration of volunteers into committee structure. It was of concern that two of the three committees had not provided a formal report to the board. SC noted a framework of what to be reporting on would be helpful. MM noted that it would also be appropriate to consider which committees were actually needed.

Another area for examination would be ‘volunteer alignment’ – one possible suggestion mooted was that of a volunteer advisory board. The Chapter needed to be more effective at engaging volunteers outside of the core that currently responded; the Charity needed to better understand why some experienced wikimedians remain disengaged from the Chapter. A final area would be the current remits of ARC and GovCom, both of which were currently advisory-only and had no executive decision making power.

Memorandum and Articles

The Board noted the recent legal advice obtained which confirmed that for the present the charity was operating properly within the terms of its Articles of Association with reference to Article 21 which deals with the delegation of powers. The Board also noted that this article was simply one of the standard model Articles of Association provided 'off the shelf' for new small charities, and was not necessarily well adapted to the operations of a more complex organisation with committees and staff. The Board was committed to being strategic rather than operational, but it would continue to receive reports and requests for decisions on many operational matters as long as we continued to operate under this Article.

There was a discussion about the need for further legal advice before bringing a propose amendment to Article 21 to a future General Meeting. GD suggested that we simply asked for a legal review of a proposed alteration to the article, as this would be the least costly option. MP noted that any changes to the Articles of Association should be shared with the WMF Affiliations committee.

Audit and Risk Committee

GD noted that the committee’s minutes constituted its report to the Board and offered a verbal précis, which included the following:

• A discussion had taken place regarding the authorisation of payment levels in respect of payments for up to £300.00 – this had been discussed and was further detailed in the CEO report.

DECISION:

• The Board mandated the establishment of an imprest bank account with a balance of £2,000 in order that two members of staff can approve a third party request for payments of £300 or less.

ACTION::JD to undertake

Major risks

• GD noted there was no item on the Board meeting agenda to include the review of major risks. However, there had been an in-committee review of the risk-register that had been amended to reflect the current position of the charity. GD orally reported on the top six residual risks and described how most of these have been managed down. MM observed it was pleasing to see the considerable drops in overall risk score.

DECISION:

• The Board approved the CE’s new form of report on all major risks within the Risk Register and the steps being taken to manage them.
• The Board of Trustees requested a standing item on major risk be presented to the board on a quarterly basis.

ACTION:: ARC and JD

• CK noted that ‘weak strategy’ was not present in the top-level risk reporting. GD noted that with the proposed 5-year plan and procedures around establishing clearer metrics this was not felt to be a major concern. Given that this was currently felt to be low probability it had not been included – the risk scoring would be amended if further delay to consideration of strategy and impact took place.
• PRM made the additional comment that in addition to risk ‘3.2’ – mitigation strategy should refer to ‘bloggers’ explicitly not just journalists.
• In response to a request for an update from MP on the arrangement of splitting up the Charity's funds into separate accounts in order to minimise the risk to charitable funds if our main bank failed, it was noted that the CEO’s report spoke to this issue.
• The Board noted that further action was still needed to mitigate risk ‘4.1’ (risk of our non-participation in the WMF annual fundraiser after 2014) and risk ‘6.2’ (risk of a collapsing editor-base).

Trustee Reports

Secretary’s report

AMC noted that the backlog of old and unapproved Board minutes had been addressed and that his report asked the Board for the decisions necessary to finally resolve all outstanding issues.

The Board thanked AMC for his considerable efforts in addressing this issue.

DECISION:

• The Board of Trustees approved actions specified in the Secretary’s report in respect of specific sets of minutes as detailed.
• The Board of Trustees approved the previously unapproved sets of minutes as detailed in the report

ACTION:: JD to instruct the staff to move approved minutes to the UK public wiki, with exceptions for redacting those sections that meet the terms of confidentiality.

Protecting the charity against entryism (AMC & MM)

AMC commended the report produced by MM and him to the Board. AMC noted that the report was intended to respond to the concern that given the relatively low turn out in elections for the Charity's Board of Trustees it would potentially be possible to recruit a small number of new individuals and then vote en-bloc. The Board of Trustees had considered a series of measures at their meeting in July 2013 that had focused on vetting applications at point of entry. These had been rejected as ineffective and potentially off-putting.

The new options placed before the Board had looked at limiting or checking processes in conjunction with voting rights; either a deferral of voting rights for new members or checks as part of the voting procedure. It was felt that deferral sent out the wrong signal and would be unfair of those who were recruited in connection with AGMs.

Trustees discussed whether there would be any disproportionate cost impact to administering checks as part of the voting procedure. There was also a consideration of risk about attendees in person at an AGM being unable to provide details of their unique id or identifying paperwork.

DECISION:

• The Board accepted the recommended procedure as described under ‘Instituting checks as part of the voting procedure’ – amending the third point to allow the tellers the power to request verification identification at point of voting in person at an AGM.

This was passed with eight trustees in favor, two against.

The new procedures governing membership voting rights would read as follows:

• To ensure that the charity has a real address for each member, voting forms will be posted out in hard copy prior to any election, each bearing a unique voting code (different from the membership number).
• Members voting by post must vote on their official form.
• Members voting in person at a meeting must vote on their official form. If they have forgotten to bring the form Tellers have discretion to request a proof of address before providing a replacement form.
• Members can vote electronically (e.g. by email or online, if available) only by quoting the unique voting code.
• Prior to the election, a check will be made to ensure that multiple voting forms are not being sent to a single address unless the reason for that is known (e.g. several family members who live together).

Guillotine

MM noted that the meeting had overrun and business would have to carry over to the following day – 8th December.

DECISION:

• The Board decided to take the item on ‘Board meeting schedule’ out of order.

Board meeting schedule

DECISION:

• The Board of Trustees henceforth will meet for one day (Saturday) only, with the exception of one induction/refresher training weekend annually.
• The schedule of Board meetings for 2014 was approved as proposed.