Minutes 2014-12-13

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These minutes were approved at the board meeting of 7 March 2015.

Minutes of the Wikimedia UK Board Meeting The University Centre, Granta Place, Cambridge


Saturday 13 December 2014

The meeting opened at 10:05

Present: Michael Maggs (Chair) Simon Knight (Vice Chair) Greyham Dawes (Treasurer) Alastair McCapra (Secretary) Carol Campbell (Chair, Audit & Risk Committee), Gill Hamilton, Kate West, Saad Choudri, Joseph Seddon

Apologies were received from Chris Keating

In Attendance: D’Arcy Myers (interim CEO)

1. Declarations of conflict of interest There were none

2. Minutes of 4 October An incorrect version of the previous meeting's minutes had been circulated with papers for the meeting. The correct version has been posted on the public wiki. The correct version will be recirculated for approval after the meeting and the circulated version may be ignored.

ACTION: AM to recirculate for approval after the meeting.

3. Matters Arising The Board agreed that in future we would seek to have a volunteer to take minutes at Board and board committee meetings.

ACTION: CC to follow up and advise.

The Board noted that monthly reports by staff had not been posted on the wiki since April. The Board agreed that these monthly reports have for some time not been effective as a primary means of communicating the charitable work we are doing, and that they should be discontinued in their present form. Better modes of communication, both with our already-engaged community and with the wider public on social media, will be part of an improved and more proactive media strategy.

ACTION: DM to have the page amended to reflect the Board decision.

The Board agreed that JS should replace Jon Davies as a Director of Cultural Outreach Ltd.

ACTION: DM to make necessary changes with Companies House

4. Board In-Camera Session There was a Board In-Camera Session, the minutes of which are recorded on the Board wiki

5. Office In Camera Session There was an Office In Camera Session, the minutes of which are recorded on the Office wiki.

6. Wikimedia in Context DM gave the Board a presentation about the charity’s vision and mission and how these can most effectively be translated into operational programmes. The Board discussed the operational processes of the charity, and how these can be improved to ensure proper prioritisation, with greater alignment between the charitable work we do and our agreed strategic goals.

KW left the meeting at 1600

DM agreed that we needed to have a full fundraising strategy for the future by the end of January 2015.

The meeting ended 1625


Sunday 13 Dec

The meeting opened at 10:00

Present: Michael Maggs (Chair) Simon Knight (Vice Chair) Greyham Dawes (Treasurer) Alastair McCapra (Secretary) Carol Campbell (Chair, Audit & Risk Committee), Gill Hamilton, Saad Choudri

Apologies were received from Chris Keating and Kate West

In Attendance: D’Arcy Myers (interim CEO)

7. Q3 Financial Report CC tabled a report from the meeting of the Audit and Risk Committee which had been held on 2 December.

"The ARC met on the 2nd December. Please note that this report is intended as a supplementary note to the main financial report and the ARC minutes.

The QFMR and the Year End Forecast were presented correctly in a timely manner and we would like to thank Davina for her work in achieving this. This was the first meeting we have had with Davina in attendance and we would like to see this as a regular occurrence. This was also the first meeting we have had with D'Arcy in attendance. Unfortunately the issues we had to discuss at the meeting were not as positive as financially we have a significantly changed position.

We are looking at a deficit of around £217,000 when compared with the tentative budget discussed in September (which included figures based on the FDC bid). These results were a surprise although the problems we had at the previous meeting were an indicator. In broad figures the deficit can be broken down as follows:

  • Wikimania incurred a net cost to the charity of around £130,000 (the exact figure is still under investigation)
  • Transition costs for the CE are £57,000
  • There is a recent £30,000 spend on WiR programmes that we have asked D'Arcy to try to defer to the next financial year.

Given that we were tentatively budgeting a shortfall of £148,000 (after FDC funds reduction) this is a significantly worse result than we were expecting and we had an in camera session to look at the way forward. We asked for a full breakdown of Wikimania to be brought to the board as a separate document.

ARC is extremely concerned about the ongoing problems with CiviCRM and the data cleansing. These problems mean that we are once again entering a new financial year without having claimed all gift aid due. This situation is unacceptable. We have asked for resolution at every meeting this year, and we now need to see:

  1. the data cleanse taking place immediately
  2. an accurate accrual based on a claim for gift aid
  3. a report on the attrition rate of the donors who still donate from the time when we were involved in the fundraiser.

The summary from that session is:

  1. We endorsed the reworking of the budget that D'Arcy is undertaking, and look forward to more details of this at the board meeting.
  2. We supported the initiative D'Arcy will undertake with Katherine to get the fundraising strategy on track and working actively for the organisation.
  3. We cannot recommend any budget to the board for the next financial year, and propose that only committed expenditure should be made until we are able to develop a viable budget that shows either a break even result or a small surplus.
  4. Our reserves position (£135k at year end) is now critical and we need to review our policy to incorporate building reserves to an acceptable level.

As a result of the serious financial situation the risk register was not reviewed this quarter, but we have asked for a full review to come to the next meeting.”

JS joined the meeting at 1010.

The board reviewed in some detail the third quarter financial report, which included a consideration of the full impact of Wikimania. The WMUK office ended up playing a larger role than had originally been anticipated, and the charity's costs on both staff and Wikimania-related programmes in the third quarter of the year have been significantly higher than anticipated. The Board was concerned to note the high costs of Wikimania which had fallen on the charity, and asked for more detailed information to be provided about actual expenditure by the charity, and the extent to which some costs were expected to be recoverable.

It was noted that the Funds Distribution Committee of the Wikimedia Foundation has indicated that it will not recommend granting WMUK the full amount we requested for the 2015-16 financial year.

These factors meant that the board needed to review our plans for the coming year in the light of the reduced funds available to us. The Board felt it important to ensure that in spite of financial constraints our reserves are not allowed to drop to an unacceptably low level, and concluded that it is inevitable that over the next year the charity will need significantly to reduce its direct expenditure, both on overheads and on programmes. The Board agreed the importance of re-establishing a solid level of reserves before the end of 2015, with £200k being the lowest safe threshold we can consider, and also the importance of sticking to a balanced budget for 2015.

It was agreed that we need to prioritise programmes, and to accept that we no longer have the luxury of being able to support highly-resourced programmes that do not provide a commensurate level of direct charitable impact when measured against our strategic goals. There are an almost infinite number of useful free knowledge projects we could be involved in, including many which are directly aligned with our goals. But we have to have the courage to turn projects down and acknowledge that our charitable aims are best met by doing a limited number of projects exceptionally well than accepting a multitude of ideas that we don't have the resources to follow up on.

Of course, the resources available to us are not fixed, and it was agreed that we shall be making significant directed efforts to increase both volunteer resources and also locally-sourced finance via UK-based fundraising and gifts in kind. The extent to which we are able to accept and support project ideas for which we have insufficient core funding should depend on whether the project has a sufficiently large and skilled group of enthusiastic volunteers who are able to lead and run it with minimal staff help, and whether it is of interest to external grant-makers who can be persuaded to cover the non-core costs.

The Board asked that the budget for 2015 and future years should clearly distinguish between projects funded by the WMF and those we fund ourselves. We can then report to the WMF in a more focussed way on what their funds have been spent on rather than bundling our total activity into all reports. The Board noted that WMF is moving towards its own preferred global metrics, which may not always coincide exactly with our own metrics over the entire range of our open knowledge charitable objectives.

The current WMF reporting process is burdensome for all chapters, and and we need to be handle reporting more effectively with reduced use of staff time. We will work with the FDC staff to recommend and discuss further improvements to reporting processes and to the metrics they recommend that chapters use.

It was agreed that over the next few weeks DM will work on recommendations for a detailed action plan to achieve the ends that were discussed, along with 2015-16 budget. The focus will be not on 'business as usual' and salami-slicing our existing expenditure, but on the opportunity we have to re-direct our energies towards those programmes that are most able to provide us with high charitable impact when weighed against the resources required (direct costs, staff costs, number of willing and skilled volunteers available and so on).

The Board agreed that the Q3 financial report should be published, together with a note indicating that investigations into the costs for Wikimania were ongoing. It also agreed that the ARC should consider a projection for Q4, taking into account the substance of the weekend’s discussions and reflecting the remedial measures which DM would be putting into effect.

The Board agreed that it would hold an extra board meeting in January if necessary. ARC and individual Board members would be available as required to meet with DM to discuss consult on various aspects of next year’s plan.

Once DM has a draft action plan and 2015-16 budget prepared, they will be shared with the community before discussion and potential approval by the board.

The Board agreed to publish a general statement to members about the financial situation and consequent actions within a few days of this meeting. This would be agreed by email after the meeting.

8. Reports

Reports from the Grants, Tech, GLAM Committees and from the Pathways Project were all received and noted.

The Communications Report was noted and referred back to the CEO for appropriate action.

CC reported on the recent Volunteer Strategy Day in Birmingham. The day was a culmination of the good work Fabian has been doing in recent months to develop volunteer support. Another two similar days are planned early in 2015, with one focusing on technology. Other local meetups are being adapted to include site visits and similar activities to help us attract more new people.

DM agreed that for future meetings there would be a single CEO Report incorporating matters requiring Board attention from staff and volunteers across the organisation. We need to focus more clearly on building relationships and increasing our impact.

There was a discussion about the recurring problems of organisation and support for the Board. This included the arrangements for meetings held outside London, which appeared in each case to be made without sufficient thought or planning for access needs. There have also been ongoing problems in the organisation and presentation of papers, with reports missing or older draft versions circulated. Board reports are still not labelled ‘confidential’ or otherwise – we need to know which are intended to be public and which are not (and why). All papers should also be dated and carry the name of their author.

9. Recruitment of new CEO There was a discussion about the process to be followed in selecting a new permanent CEO. The discussion was deliberately restricted to process and did not extend to the requirements of the role to avoid any pre-judgement by the board in the event that DM decides to apply. It was agreed that we need to move quickly and for the process to be handed primarily by a small working group. MM, CC and AM agreed to lead on this early in the new year. The meeting noted that CK may wish to be involved as well.

10. Any Other Business The Board thanked Rosie Chapman for her Charity Governance Audit Report.

SC asked for his apologies to be noted for the next meeting on 7 March 2015

The meeting closed at 1400

Following the meeting Rosie Chapman led a board-workshop on governance ending at 1600.