Minutes 2014-10-04

These minutes were approved at the board meeting of 13 December 2014.

Board in camera session

The meeting started at 10:00 with an in-camera session for trustees only.

Housekeeping

At 11:05, staff and visitors were readmitted.

Attendees

Trustees

• Michael Maggs, Chair
• Simon Knight, Vice-Chair
• Greyham Dawes, Treasurer
• Alastair McCapra, Secretary
• Carol Campbell
• Saad Choudri
• Joseph Seddon

Staff

• Jon Davies, Chief Executive
• Richard Symonds, Office & Development Manager (Minutes)
• Katherine Bavage, Fundraising Manager

Observers

• Gill Hamilton
• Rosie Chapman

Standing agenda items:

Apologies for absence

There were apologies from Kate West.

Approval of minutes of the previous meeting

There were two sets of minutes to approve: June 2014 and September 2014. GD had technical comments regarding the June minutes. RS will talk to GD about changing these – they will be circulated in the next few days and approved by email.

DECISION:The minutes of 19 September were approved nem con.

ACTION:RS to talk to GD about correcting the June 2014 minutes - they will then be circulated in the next few days and approved by email.

Matters arising not on the agenda

SK wanted to know if the Welsh group were still aware of our offer for helping them with obtaining charitable status. JD replied that they were but that it is a complicated issue that has been overtaken by other more pressing matters. SK also asked for an update on the status of the monthly reports following the June discussions of this issue. We could reduce work by ceasing production of these reports (which are believed to be not widely read) now that we have other - and better - reporting procedures in place. JD replied that this is not resolved; he continues to think that there is a balance of risks between extra work versus appearing to be less transparent.

A brief discussion followed in which GD impressed on RS the need for a cashflow report for the year.

ACTION: RS to ensure that cashflow reports are produced ASAP.

Approval of agenda

The agenda was approved nem con.

Declarations of interest relevant to matters on the agenda

There were no conflicts of interest.

Office in camera session

DECISION: It was agreed nem con that membership, and a fixed address, should from now on be a requirement for borrowing equipment. GD endorsed this as a proper financial control and a sensible precaution, given that small pieces of equipment (such as charging cables) were lost at Wikimania 2014.

New members

The new members were noted.

ACTION: JD to oversee an overhaul of our renewal systems for members to improve our attrition/turnover rate.

Chief Executive reports

CE quarterly report

2015-16 Budget

It was noted by the Board that as the budget had been tabled at the ARC meeting they did not fully scrutinise the budget and cannot recommend it to the board. The FDC have not yet made a decision regarding our grant application, and to be prepared for variations the CEO and staff are looking at a number of budget options.

There was concern that we do not have sufficient time between the FDC results becoming available and the beginning of our new Financial Year. GD reiterated his previously-expressed concerns about our year-end date being out of sync with the FDC and the WMF and suggested that in the longer term moving our own year-end may be a solution, if one which would mean a lot of work.

To ameliorate this problem, it was agreed to reduce the time for sending out the accounts – but not the Board reports - for Q3 to 5 days. In addition, the ARC meeting will be moved to 2 December. There should also be as much "previewing" of the figures as possible. The Board reiterated the position taken at the September meeting, namely that a deficit budget cannot be accepted regardless of the figure the FDC provides us with.

ACTION: JD to arrange for this to be actioned.

ACTION: The ARC meeting will be moved to 2 December.

GD expressed the view that, as far as our reserves policy is concerned, the important thing to cover is enough money for a period of fixed costs, rather than total costs. CC agreed.

ACTION: ARC to review the Reserves policy and report back to the Board.

Reporting and recording

The Board noted the report that had been made to the FDC, and that a link to Meta had been supplied. The board indicated that in future it would like Board papers to include not only the CE's strategic and operational analysis but also a quarterly summary of progress against our KPIs. It is not considered appropriate simply to rely on the FDC report on Meta, as that is a report to a funding organisation that may require different information from that needed by the board.

ACTION: JD to action.

The KPI summary table should have been updated on our own wiki, which did not happen in a timely fashion this quarter.

ACTION: Staff to update our wiki.

MM also noted that the FDC report did not include the correct transparency wording, as determined by Govcom.

ACTION: RS to amend the FDC report to include the text from https://wikimedia.org.uk/wiki/Govcom_Minutes_14Aug14#24.2F14_Transparency

With reference to other papers on the agenda

The Board discussed the potential value of the survey of public attitudes set out by our strategic goals (but not yet implemented). This is likely to be expensive, and is not something that volunteers can do unless they have professional-level experience in market research. AMC felt that we need to put more money into this, to ensure that the questions we ask are specific and give us the answers we need. GD said this is a necessary expense – it could feed well into planning our KPIs for the coming years. He would like any survey to be wide ranging, but the key factor from his point of view was that any survey should have adequate time taken over it. The Board agreed that this must be done properly and with proper professional input, even if that means a further delay in getting these goals fully set up. We may need to do it next year in order to allow adequate planning time.

Wikimania update

RS explained that the numbers have not changed since the 19th September report, but that there were some VAT reclaim issues with the WMF that need to be addressed. The Board asked that RS to ensure that any resolution reached on VAT reclaim was both ethical and proportionate in terms of the amount of work required to achieve it.

JS commented that he very much liked the Wikimania report – although he accepted that a similar report on other projects would take a huge amount of staff time, he specifically liked the fact that it linked the Wikimania outputs to our objectives. This is something that should be repeated in future if possible.

Volunteer strategy

The Board noted the minutes of the Volunteer Strategy Meeting, September 2014. CC spoke about the very productive meetings she has had with Fabian Tompsett. JD noted that the volunteer survey is due to go out shortly (CiviCRM willing).

Financial QFMR

MM noted that the Board had not received the QFMR prior to the meeting and that it had not been reviewed and agreed by ARC. CC and GD noted, however, that the half year figures were accurate and that the QFMR had been delayed due to Wikimania and holidays. While the figures to midyear are reliable, the future projections need to be redone and put back through ARC.

Risk register

ARC did a large review of the entire risk register for the last Board meeting – for this meeting they have only reviewed the top risks. They will review the full risks again for their next meeting in March The Board was concerned that our major risks do not seem to have been mitigated, according to the summary report. This may be because our mitigation efforts are ineffective – or it may be because the risks are simply not ones that we can change. The Board had several concerns about this, and asked the ARC to perform a comprehensive review and to report back to the March 2015 board meeting.

Board committee reports

Govcom report

The Board noted that the major issue for the next 12 months will be reviewing the articles of association with a view to bringing updates to the next AGM for approval.

ARC report

CC explained the ARC minutes. The Board noted that CK has now been appointed to the ARC.

Request to approve restricted gift

The Board approved the restricted gift and asked that the donor be thanked. The Board also noted that the reason for the policy is to try and prevent excessive accounting work when dealing with large numbers of small restricted gifts.

Trustee reports

Oral report on Subject Access Request under the Data Protection Act 1998

MM reported as follows:

On 3 August 2014, shortly before the AGM, the Charity received by email a demand that - prior to the AGM - we disclose certain information and make certain undertakings. The information requested was a copy of anything we held comprising what was referred to as "opposition research" about the writer - essentially any work or research carried out by the charity to the detriment of that individual. The charity has never engaged in such "opposition research", and the requester was informed accordingly. The charity declined to make any of the requested undertakings.

Immediately after the AGM, on 12 August, the charity received by email from the same individual a legal demand for disclosure of personal data, based on the Subject Access Request provisions of the Data Protection Act 1998. These provisions provide a legal mechanism for individuals to obtain a copy of personal data held on them by any UK organisation, and as an English charity we are bound by this law. The personal data requested was exceptionally broadly-based, and copies were sought of all materials held about the individual dating back to 2012, and some dating back to 2011. As we were obliged to do, we took legal advice, undertook extensive searches through all material held, including hundreds of thousands of emails, and analysed in detail many thousands of individual documents. A comprehensive pack of all the information the requester was entitled to was sent on 20 September, and the process is now fully complete and closed.

I have to report to the Board that this has been an exceptionally time-consuming process for the charity. Staff time lost to charitable activities amounted to a total of 67 hours, at a direct salary cost of £1,396. Additional costs including legal fees were £1,386, making a total direct cost of £2,782.

The legal analysis of the documents that came up in the searches I mostly did myself (with legal advice as required), as for reasons of confidentiality and the need for legal expertise the work could not be given either to staff or to a community volunteer. At prevailing rates, the cost of having our solicitors do the work would have been in excess of £15,000, which we did not think would be a good use of the charity's funds.

JD asked how many hours of trustee time were used on this: MM responded that he had spent a total of 53 hours, and that a further 15 hours were spent by other trustees.

AM asked if we met our legal requirements in dealing with this request. MM confirmed that we did.

Review of 2014 AGM, and follow-up actions required

MM reported as follows:

Although I think that we were right to allow a member's motion to be presented without amendment to the AGM, and that our agreement to that was fully in line with our commitment to transparency, I have to report to the Board that the motion was expensive. We did not keep a detailed note of time spent but, as the Board will know, trustees spent very large amounts of time on the issue. Legal costs directly attributable to handling the motion amounted to £4,728.

MM said that these costs were as a result of us being transparent in allowing the motion to go forward, even though we could legally have declined to accept it. AM made the point that once the motion had been proposed we would inevitably have incurred costs in dealing with it, whether or not we allowed it to go forward without amendment.

CC asked for the publishing of the AGM minutes to be expedited, as a delay of this length reflects poorly on our transparency.

ACTION: Staff to expedite.

Other reports

Technology Committee

The board noted that a question about the Wikisoba project has been added to the Meta page of the FDC proposal, and that the VLE project was still in development.

Education Committee

The Education Committee has not met this quarter. After an initially energetic discussion, there has been very little engagement on the mailing list. CK expressed his view that this is a shame: the lack of a volunteer strategy, and the lack of engagement, has put the education committee in danger of becoming defunct. JS agreed.

JD said that these committees had been set up not to deliver work programmes from the Board but as a means to engage volunteers. It was also explicit that they were autonomous and that staff were not employed to direct them. JD also felt that the education programme was not focused correctly, and had reservations about what it is accomplishing.

SK said that, at the moment, committees are not functional. There was a discussion about whether it would be worth giving committees a ‘work structure’, for example encouraging them to aim at the areas of our report card we are not achieving. CC agreed that the committees remain dysfunctional: there is no structure and they are not built into our standard charity workflows. SC felt that with more structure the committees could suggest programs which the charity can then fulfil. CK asked what role should these committees have going forward? Do they even remain useful, given that they pre-date any volunteer strategy? Until we have a proper such strategy, he said, it is very difficult for us to determine whether committees are in fact the best way to engage volunteers.

SK highlighted an alternative perspective, namely that other non-committee-based work has continued (e.g. the EduWiki working group, Wikimania events) and that some are quite happy with this model of volunteer activity.

GLAM Committee

The GLAM Committee has not met recently, as the GLAM organiser was ill. There had been a meeting on 30 July, but there appears to have been no report produced.

ACTION: JD to check.

Grants Committee

The board noted the report, and agreed that the committee was working well.

Pathways Project

There was an in-camera discussion of the Living Paths project.

Discussion items

Consider signing the Lyon Declaration on Access to Information and Development.

JD asked that we consider signing the Lyon Declaration on Access to Information and Development. CK moved that we sign the declaration.

DECISION: Agreed unanimously.

Consider signing the position paper on copyright reform from the Free Knowledge Advocacy Group EU

JD asked that we consider signing the position paper on copyright reform from the Free Knowledge Advocacy Group EU (to be released on 14 October). See https://meta.wikimedia.org/wiki/EU_policy/Position_Paper_on_EU_Copyright. MM moved that we approve it.

DECISION: Agreed unanimously.

Fundraising report

KB explained the fundraising report and gave a presentation on it. JD expressed the view that we should not be “independent” of the FDC, as they are a useful funding source. CC said that FDC funding will become less important to us, but we have not yet decided how big we want the charity to be. There was a thought that we are “moving out of our parents' house” – slowly but surely. JS said that we should in the long term work towards a situation where we are in a position to fund the Foundation, rather than taking funds from them.

There was a discussion as to how far away from the WMF we can move without jeopardising our WMF funding. We do not know whether the FDC will even fund us next year at all – it would not be sensible for us to rely entirely on the WMF, because past experience has shown that they are not happy to support chapters indefinitely, and that processes and organisational structures can change every few years (a recent example being the creation of the FDC itself).

ACTION: KB to produce a redacted version of the report by end of this week.

ACTION: JD to produce a strategic plan to cover 2015-2019.

Technology scoping report

MM explained the background to the report. JD also explained his thoughts – we do not have anyone on the staff who can field the big technical questions in our community, or develop ideas about this. He said that if we are to have a presence in this area, we cannot continue to rely entirely on the goodwill of volunteers. AM and SC felt that the roles proposed in the paper mixed up IT support for the office systems with technical development, and that these were two distinct roles. The Board generally agreed.

At 16.00 Alastair left.

The Board noted the scoping report, but was concerned about whether we had enough information to make a decision. It was agreed to set up a working group of MM, SC, JD and JS to take this forward.

Other

AOB

There was no other business

Date of next meeting

MM said that with many critical issues before the board an additional board meeting in November might be needed. It was agreed that this was sensible: MM will consider and circulate dates for it.

The next regular board meeting will be held in Cambridge on 13th and 14th December.