Minutes 2013-12-08

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

This was a two-day board meeting. See also 7th December minutes for the minutes of the preceding 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)

Attending

Trustees

1. Carol Campbell CC
2. Saad Choudry SC
3. Greyham Dawes (Treasurer) GD
4. Chris Keating CK
5. Simon Knight SK
6. Michael Maggs (Chair) 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

MM opened the meeting, noting there were many held over items from the previous day's business. Therefore there should be an attempt to minimize unnecessary discussion off the agenda.

Welsh Pathways Project

MM noted that MP was in attendance and as such the held over item on Welsh Pathways would be taken first in order to have the benefit of his contribution.

MP reported that there were five recommendations arising from the Pathways Project steering group meeting held in November, referring to his report. He highlighted in particular the issues with cashflow inherent in the funding model and the potential planning around staffing capacity and the potential need for Wikimedia UK to manage a hire.

GD noted that as the loan recipient does not have charitable status the loan would need to be managed under a grant control agreement. SC could assist with the drafting of a secondment grant control document, which binds them to confirm the monies as loaned would be properly applied.

JS raised the concern that the project is running around six weeks behind schedule, and if this was to continue whether this would create a deficit that would affect their ability to reclaim the full amount of the loan. SC also was unclear on the legal agreement with the Welsh Government that protected the funding, and CC noted that the agreement would detail whether funding was dependent on target delivery.

GD confirmed that the loan could be made as described, with the possibility of reviewing the loan in future and adjusting expectations should the full amount not be recoverable.

SC sought clarification on Wiki Cymru’s status in terms of the WMF affiliations committee. It was noted that they were pursuing CIO status. Trustees discussed the legal relationship between WMUK and Wiki Cymru and how this may develop in the future. It was noted that there were several models of affiliation or association within the Wikimedia movement which Wiki Cymru might in due course apply for.

PMR noted that with the potential of Scottish independence this may be a conversation that reoccurs within the Chapter’s long-term strategy.

DECISION:

• The Board of Trustees approved a loan of £7,000 to be made subject to a grant control agreement

Seven in favour, three abstentions

DECISION:

• The Board agreed to establish the proposed project coordinator post on the same model as the project pathways manager

Seven in favour, three abstentions

Reports

MM noted there were some reports that had been presented that did not require decision.

DECISION:

• The Board of Trustees formally noted the following reports:
• Education Organiser's Report

* SK noted that he looked forward to being able to review the Edu Wiki costs breakdown

• GLAM report

* JD noted that Jonathan Cardy had engaged well with the handover of the funding of the Europeana Mass Upload tool

• Office Managers report

Staff reports

Chief Executive

Q3 QFMR

JD noted that as a reporting tool the QFMR had seen incremental changes. GD highlighted the cumulative nature of figures reported as representing the total amount in-financial year to the end of the third quarter. GD also noted the importance of the document with the CEOs comments on spending progress at the end of the quarter.

CK noted the improvement in management accounting reports and welcomed it, echoed by JS. MM noted that the work that was underlying the reporting was noted and appreciated by the Board.

PQASSO review for information

JD recommended the report for the attention of the Board, noting the detailed progress it documented and move towards Level 2 PQASSO standards. The Charity may want to consider moving towards external accreditation of these improvements in the next financial year.

GD requested that an informed discussion about the move to external accreditation of Level 2 be returned to the Board in due course.

Main report

MM noted that many of the report areas had been covered in discussions by the board elsewhere.

JD noted that a member had requested that the attention of the Board be drawn to the decision of CIPR to make a public award to the security contractors G4S. This was noted.

JD spoke to the watercooler as a part of the charity’s public facing website, and something he felt the Board did ultimately have to take responsibility for. Overall the interactions on the watercooler in recent months had been overwhelmingly negative in tone, and did not present an attractive initial environment for new visitors. There seemed to be a consensus for keeping the Watercooler but having a separate space for discussion about internal chapter issues.

MM and CK noted that this was primarily an operational issue, but that the Board would offer its complete support to staff working to ensure that the Charity's main site was fit for purpose in promoting and delivering the charity's objects.

KB reminded the Board that WMUK has a harassment policy and a safe space policy which we don’t really do much to enforce. It was also noted there wasn’t a clear admin policy or statement that guided admins in monitoring the content of the wiki. It was needed to ensure that interactions retained a respectful tone and positive aim. JS offered to help JD in finding a way forward.

SK noted the importance of other opportunities to encourage new people to become more involve, such as the volunteer portal to engage new site visitors.

Technology Committee

KB noted that no written report had been provided in advance and apologized for this. She provided a verbal update to the Board of Trustees that noted the following:

• The work of the committee in deciding and reviewing the migration of the UK wiki
• Input from committee members on decisions in connection with QRpedia and the VLE project
• Ongoing discussions about the platforms used by the Chapter and moving away from those that may be less information secure.
• That the committee had set up a system for community members to request project support and had approved one proposal and was actively considering another.

KB also observed that over time the committee had started to focus more on less relevant/administrative matters and an important consideration would be to unburden agendas of these types of items and refocus on create/collaborative community projects and similar ideas.

Fundraising Manager report

MM suggested that this report be taken next in continuation of the above item. It was noted that following discussion at the Technology Committee on 26th November a proposal had been made to support a Product manager role that would direct and progress development work on behalf of the charity. KB requested that the Board provide some insight or opinion with regards to the charity directing in-year under-spend on development on some additional contractor hours to appoint a project manager.

SC noted that he was supportive of this post in principle, and it was vital to have a product manager to guide the charity’s strategic vision and delivery of software development strategy. GD asked about the delivery of the post and the process – KB noted the aspiration would be to recruit a part time, fixed term contract post via tender.

CK asked how the work priorities strategy of a product manager would be set, and what this person’s work would aim to achieve. KB noted that there would be an expectation that this post would offer insight as to the opportunities for the Chapter to exploit longer-term, and in the interim, to direct the Sysadmin and development work the Charity was currently invested in.

MM noted the concern that it may be that the reformulation of strategy with regards to how the Charity promoted software development within the movement would have an impact on the delivery of this work in future, and it may be inappropriate to make a hire only to find that this might change fundamentally in future. JS noted there was a concern about the continued focus of the Fundraising manager’s time on activities not in her job description.

It was agreed that the Board was essentially happy for staff to address the immediate staff capacity issue in the manner proposed, and to recruit a temp to handle this immediately without the need to return to the board with a detailed proposal.

Membership approvals

DECISION:

• The Board of Trustees noted the list of members that had been approved under delegated powers following the meeting in September 2013.

Membership 2013 Report

MM noted that the Board had requested a report demonstrating the activity in relationship to membership recruitment, retention and development and to reaffirm the chapter’s commitment to this. It was observed that there was a tension between the perceptions of the community or volunteers not feeling responsible for recruiting members and staff members being responsible for recruitment.

JD suggested that perhaps KTC could consult with KW and CC about their experience of working within successful membership organisations.

There was a discussion about the possible benefits of offering 'friend' or 'supporter' statuses.

SC noted that a continuing priority must be active editors, promoting and fostering these numbers and channeling this community towards membership if it is aligned with these interests.

DECISION:

• That following the recommendation of the report a Task-force of staff, trustees and volunteers to look at the long term strategy and decision-making for membership will be convened, and return to the Board of Trustees with an initial set of proposals in March.

KW, CC, KTC and JS would convene this.

VLE Report

MM noted that Charles Matthews had provided a report to the Board which had provided an annual review of the VLE project process, and contained some critical observations in respect of the progress of the project. This had not been circulated with the Board papers and therefore the Board was unable to comment in detail.

MM noted that there were still improvements required in terms of the Board of Trustees reporting processes, and these would be developed prior to the meeting in March 2014.

GLAM Committee

It was noted no report had been submitted in in respect of this committee.

Conference Committee

It was noted no report had been submitted in respect of this committee.

Wikimania 2014

JD noted that subsequent to the report being submitted a meeting with the Wikimedia Foundation Chief Finance Officer, there would be a likelihood of funding being allocated to extend the post to August 2014.

AMC noted that if we wished to engage large numbers of new people and persuade them to come to Wikimania 2014 we needed to have a campaign with a timeline of actions for raising awareness and interest so people wold be looking forward to coming. He had not seen anything that looked like this so far. KB noted that Ellie Young was in process of developing a detailed schedule. JS noted that as a trustee he would be happy to act as liaison and remain informed rather than add additional reporting requirements.

SC noted the key point for the WMUK Board was; how does the Chapter make best use of the event to advance the broader goals of thee movement in the UK? MM noted that it was clear that the event would work well for the existing community but it was not clear how this would work well for the longer-term objectives of the Chapter. There were some concerns about the practical difficulties of liaising with the bid team.

DECISION:

• That JS will attend CORE meetings and work with SP to ensure a monthly update report will provided to the Board.
• That the Board requested the CORE team and/or JS provide a detailed progress and look-ahead report to the Board ahead of future Board meetings.

AMC re-emphasised the importance of the Board having a higher level discussion about what the Chapter would seek to achieve as an outcome of Wikimania 2014.

Communications report

Free Knowledge Advocacy Group EU statement of intent

JD gave a quick overview of the work of Free Knowledge Advocacy group.

MM noted that a request for approving a project proposal had been made. This represents a change in focus for charitable activities (to advocacy) that has not so far been presented to the community for comment. He suggested that the Board share the proposal with the community and that, if there are no substantive community concerns, it could be considered approved. If there are substantive community objections then it should return to the board for further consideration.

GD noted that endorsing the document as furthering our charitable objects isn’t complex, and it would be up to our volunteers if they wish to lobby MEPs directly. MM noted that as an individual he had signed up to provide some legal and copyright input, and that he could do this on behalf of the chapter if desired.

AMC requested that this proposal be posted up with a clarifying introduction to confirm that that it does not run counter to WMUK’s charitable objects nor the terms of the WMF FDC grant.

DECISION:

• The Board was minded to approve the proposal, and if there were no material community objections it will be treated has having been approved as of the day of meeting. It would be shared on the public wiki for a two-week period with a clarifying explanatory note.

Project proposal: Community building across the open sector

The Board considered a proposal for Wikimedia UK to fund a three month project to continue work already begun on community-building across the open sector. The project would require someone with an understanding of the open movement who could act as a paid project manager. This would be openly advertised within our various communities in an effort to find the best possible candidate. The Board agreed felt that this initiative served the charitable objects of Wikimedia UK and should be supported.

GD sought clarification of when the spending would take place. JD noted that it was likely most of the spending would fall in Q4, but there may be some carry-forward into the 2014/15 financial year.

DECISION:

• That the Board of Trustees approved the proposed project and budget spend.

Strategy, Metrics and Implementation

MM noted that the strategy had been discussed for a long time and had gone through several iterations, with previous Boards and staff struggling to complete a draft to everyone’s satisfaction. As a result staff had worked to develop metrics that would support the top level strategy. However, it was clear that this was not a matter that could be finalised on the day of meeting. This was partly due to the fact that five trustees were newcomers, and partly following commentary made by the FDC in response to the Chapter’s grant bid for 2014/15 which noted a lack of explicit alignment between the WMUK programme heads and the strategic top-level goals of the WMF. Both of these considerations meant that there needed to be further detailed work on some aspects of the proposals.

AS commented that spirit of the feedback had been to seek a robust rationale for alignment rather than specifically request a determination on what the alignment should be.

MP noted that he had to leave the meeting now, but recommended to the Board that all documents be made fully public. MP left the meeting at this point.

MM asked that the Board agree to the setting up of a task-force that would seek to finalise strategy as a robust plan with SMART goals to support the top line aspirations. The task force should be ready to bring the final document back to the Board for final approval at the March meeting, with all necessary discussions having been completed before then.

JD noted that FS had kindly offered to provide critical input to assist if required. MM described the proposed timeline for approval and review, which included a month for public comment.

DECISION:

• That FS, SK, CC, GD, MM, KW, JS, AMC, CK would convene a taskforce which would be progressed rapidly, with a view to meeting in London preferably before the end of 2013.

2014/15 Budget

JD noted that at the previous board meeting he had reported to the Board that the Charity was in a Q2 underspend and predicting a Q3 underspend. The Charity had a fiduciary responsibility to movement funds to carry them forward rather than disburse them unwisely. It was also forecast that full staffing and more flexible alignment of budget headings would enable full to-budget spending in the next financial year.

Following the recommended FDC grant allocation for 2014/15 which would provide 79% of the amount asked for, it had been agreed that it will be prudent to carry underspend forward and spend next year.

JD noted that there were no changes in budget headings - a major growth item was the Wikimania budget and renewing the Wales Manager contract for another year. There were some further proposed spends trustees should be aware of including a provision of staff cost of living increase and a small amount for varying staff remuneration in line with changed duties.

CK had a concern about setting a deficit budget for a second year in a row. It might be feasible to set a smaller overall budget and then return in line with the longer term work on strategy and making a business case for adding from reserves to a given budget line. GD stated his opposition to this approach and said he felt the appropriate way to deal with this was for the Board to agree the CEO's spending proposals and then hold him to account against them. It would be up to him to deliver what he had set out in his proposals rather than underspend again.

JD noted there were additional areas where an increased spend might be foreseen, including fundraising, the advocacy project and Wikimania, in order to properly exploit opportunities the chapter encounters.

CC requested that the budget be reviewed following the proposed approval of the 5 year strategic plan in March. There was also an additional concern that spending allocated to Wikimania was not high enough. GD noted that JD had estimated staff time in relation time to Wikimania, and this was a concern considering staff capacity had been a key limiting factor on full-spending delivery. GD requested seeing a staff-time allocation for 2014/15.

JD noted that while Wikimania was central, it was important to balance activity across the year, including legacy and continuation work.

CK reiterated his point about deficit budgets, believing it was not sustainable in the long term. An intention to revisit the budget and alignment to strategy was a sensible one. CC reiterated the lack of firm strategy meant this budget continued to be an exception, but that following this transitional year it would not be acceptable. GD reiterated that this was not uncommon for an organisation in our stage of development to experience these types of year-to-year budget setting patterns.

JD noted the four key budget lines that had a significant underspend in 2013 and that they had not been re-included in this year’s budget. MM noted the review may well place a significant emphasis on supporting cross-movement entity software and technological development and require re-structuring.

GD requested that the Board receive a quarterly report forecasting spending in the forthcoming quarter as an early warning system to under-spending on programmatic line items.

AMC noted that following the developed strategy it is unlikely that the intention will be to spend less, but to spend differently – possibly even increasing some budget items. JS added that the current grant allocation allowed for a stable financial basis to develop strategy on the basis of fixed staffing levels.

It was clarified that the additional spending previously agreed on communications and advocacy projects should be drawn from reserves in 2014 if not spent in quarter four of 2013. This would therefore affect the reserves total.

DECISION:

• The Board of Trustees accepted the budget as proposed.
• The Board will undertake a review of the budget in June 2013 following the approval of the 5-year strategy.
• The Board is to receive quarterly profiles forecasting spending.

Seven in favour, one against, two abstentions.

Any Other Business

QRpedia

SC noted that the negotiations with Roger had been closed successfully and the agreement for the donation of the intellectual property had been signed.

SC noted that an inter-company agreement would be drawn up between Wikimedia UK and Cultural Outreach Ltd, with Cultural Outreach remaining a dormant company and Wikimedia UK acting to file annual returns and finance minimal costs in association. GD noted that an independent director would need to be nominated, who was not also a trustee off the charity.

CC left the meeting at this point.

MM noted that organisations wishing to use QR codes often want to use them in association with the Wikipedia Globe or the Wikipedia ‘W’ trademarks. That is problematic as it requires individual licensing agreements to be set up with WMF. MM is discussing this with the legal team in WMF; one possible solution would be for WMF to allow free use of their Wikipedia Globe or Wikipedia ‘W’ marks provided that they are embedded within a QR code.

Transparency

The Board agreed with MM's view that too many reports had been submitted to the Board had been presented as confidential and published on the office wiki, when they should in fact have been published on the UK public Wiki. In some cases this was because of a single sentence in the report which the author felt needed to be confidential. The Board agreed that this was not how it wished to go about its business in future.

DECISION:

• JD is to assign a member of staff to be tasked with reviewing all reports, making any necessary redaction, and uploading them to the UK public wiki.
• More thought is to be given to whether report items really need to be confidential. This would be a matter for the Governance Committee to consider.

In-camera session

A brief in-camera session was held between 14.15 – 14.30pm

Planning for the next five years – High level goals

MM noted that it would be possible to affirm the six high-level commitments with a view to refining the overall strategy and plan as agreed earlier in the meeting. CK added that most of these had been substantively discussed at the board meeting in July 2013.

KW expressed concern about agreeing these as the basis for which to refine a plan given that she had not been involved in early discussions. It was agreed that if a substantive problem arose during the final drafting it would be possible to amend them.

DECISION:

• That the Board of Trustees agreed the six high-level strategic goals, and their numbered sub-clauses that support them.

Seven in favour, two abstentions

The Board of Trustees gave their thanks to members of staff who attended to support the meeting.

The meeting was closed.