Minutes 2015-03-07
Minutes of the Board Meeting 7 March 2015 held at Development House, London EC2A 4LT at 10am
Present: Michael Maggs (Chair); Simon Knight (Vice Chair); Alastair McCapra (Secretary); Chris Keating; Kate West (not present for first 10 minutes of the meeting); Carol Campbell. D’Arcy Myers (Interim CEO) in attendance.
The meeting opened at 1005 with Simon Knight in the Chair.
Housekeeping
Apologies were noted from Joseph Seddon, Saad Choudri and Greyham Dawes.
Declarations of interest were called for and none were made.
Approval of minutes of the previous Board meeting. It was noted that the correct date on these should be 13 December 2014, not 2015. The minutes were agreed and there were no matters arising not on the agenda.
CEO Reports
DM introduced reports from the charity’s operational areas (fundraising, communications, programmes). DM noted the disappointing outcomes over the year from our fundraising activities. In part this had been a result of ongoing problems with the CiviCRM database which has never worked in a satisfactory way since it had been installed. There was a discussion about whether the time was right to stop using CiviCRM and adopt a new system in its place. The consensus was that we should first be sure that any training and customisation issues had been properly addressed before concluding that we needed a new system. If we did need a new system we would go through a rigorous specification and procurement process. DM reported that the budget for 2015-16 had been put together in a project-led way so that individual activities could more easily be packaged for fundraising opportunities.
KPIs – it has been a year since we first set up our KPIs and metrics. They are very granular and give us lots of information, but have not so far been used to inform our budget planning. Now that we have a project-led approach to budgeting this will be done in future. The WMF has also recently published global metrics which we should review and consider. We will have a discussion with WMF about whether we measure ourselves using those metrics or whether we think it best to vary them before we decide how to roll our KPIs forward for the next year. It was agreed to set up a working group to review our KPIs and strategy to ensure everything aligns and how we communicate our impact. It was also agreed to cut down what we report to FDC so in future we only report on what we’re doing with to what we’re doing with their money, not on everything we do.
Our new project focus is intended to provide coherence to our programmes and activities, to link them with our budgets, and to connect sometimes poorly integrated activities to maximise our impact. Fully implementing this approach will require staff role restructuring, and process and procedures to develop projects and engage volunteers, all of which are actively in progress.
The Board noted the continued success of projects in Wales and recent achievements in bringing in external funding.
ACTION: DM - set up a working group to review our KPIs and strategy to ensure everything aligns, and how we communicate our impact.
ACTION: DM – to consider how best to consolidate reporting to the FDC, and ensure our reporting is largely based on funds from them rather than our full funding.
New Membership Applications
No new membership applications were presented. The Board presumed this was an oversight and there were in fact new applicants who are awaiting approval. Michael drew attention to the fact that membership numbers have been largely stagnant since before Wikimania. The Board agreed that these figures were unacceptable, and that they seem to show that the work in the agreed plan to followup from Wikimania cannot have been acted on. We need to urgently review all our member and friend communications to ensure that we are not losing people unnecessarily. Several trustees noted that they had received no member or friend communications for some considerable time.
ACTION: DM to follow up.
A Quarterly Report Card was not presented, pending work on the imminent FDC report card. Finance items were taken under the Audit and Risk Committee Report.
3. Board Committee Reports
Audit & Risk Committee/QFMR 4 (2014)
CC said that the ARC need to move on from focusing primarily on retrospective financial reporting; our finance reports should be a more powerful resource for forward planning by both Board and volunteers.
The ARC had reviewed QFMR 4 which indicated a likely deficit for the year of £180k. Since their meeting draft statutory accounts had been prepared and the deficit was now likely to be £192k. As we already know, we must act swiftly and decisively to turn around as the current financial position is not sustainable.
The Board noted the potential reclaim of VAT fees with a supplier.
The Board noted that at the end of the year the charity’s cash reserves stood at around £150k and that we had previously agreed £200k was the lowest acceptable threshold we should be operating to. It was important to agree a budget and forward plan which will allow us to recover our financial position within a reasonable time.
The Board discussed the intended treatment of underspends and restricted and unrestricted donations in the coming year. The Board asked the ARC to review reserves adequacy on a rolling basis and indicate when further underspends against budget might be available for programme activity.
The revised Risk Register was noted and Board members were invited to add to the initial thoughts in DM’s draft after the meeting.
As required by the donation & gift acceptance policy, the board resolved to accept a donation of £25,000 from a charitable Trust. The board expressed its grateful thanks for this generous gift.
The minutes of the ARC meeting on 16 February were noted.
The Board agreed that the item on volunteer business cards is no longer a matter for ARC discussion and that, as previously agreed, cards are to be issued at the CEO’s discretion.
Governance Committee
The minutes of the meeting of 17 February were noted.
There was a discussion about proposed amendments to the Articles of Association presented by MM. All were agreed subject to legal opinion.
ACTION: MM – seek solicitor’s views on proposed amendments to articles and include in AGM papers.
There was a discussion about how voting in the election of Board members was to be conducted at the AGM. In 2014 the number of candidates had been the same as the number of vacant places and there had been uncertainty as to whether, in consequence, a vote needed to be held at the AGM. It was noted that a vote was indeed required at the AGM, since the Articles do not allow for election of trustees outside the remit of a general meeting. The Board wishes to avoid a similar situation arising again, and that will require some small changes to the Election Rules. The Board's intention is that, should the number of candidates seeking election be equal or less than the number of places to be elected, motions will be proposed to the AGM asking members to vote for or against the appointment of each candidate, such motions to be conducted in the same way as other planned AGM business. MM will seek legal advice.
Restructure and 2015-16 Budget
DM presented his proposals for a restructure of staffing roles based on the business needs of Wikimedia UK. This item was discussed in camera.
There was a discussion about the recruitment of the new CEO. This item was discussed in camera
DM then presented his draft budget for 2015-6. The purpose of the core budget was to allow us to break even at the end of the 2015-16 financial year and thereafter to begin rebuilding reserves. There were a number of activity items included in the proposed budget which the Board had previously agreed were valuable programmes but could not be justified as core activity in the coming year. These were noted, and will be funded as far as possible from additional donations (restricted and unrestricted) raised in the course of the financial year.
The Board agreed the proposed budget subject to adjustments on staffing costs to be made in the light of the conversation about staff roles just held.
DM confirmed that underspends in one budget area would not generally, as in the past, be vired into other area, except in exceptional circumstances. Any underspends would be expected to go back into reserves. The ARC will need to review any future underspends and ensure that we maintain the correct balance between activities and reserves.
In addition to the core budget the Board also welcomed the inclusion of fully-costed projects which we would need to raise funds for. Despite past disappointments the charity has considerable fundraising potential and we should be able to bring in the funds necessary to run a number of projects beyond what could be supported by recurrent income. The Board agreed that it was important for the interim and a new permanent CEO to play a personal role in securing additional funds.
Other Items
Reports from the committees were acknowledged.
The Board agreed that the 2015 AGM would be held in London at a free venue on 25 July. It is to be a full-day event combined with a volunteer strategy day.
ACTION: DM to follow up.
Skills gaps on the Board – Board members were asked to think about skills we might lose from the Board if some trustees did not stand for re-election, and what skills we might need for the future. We should consider encouraging members with relevant skills to stand for election. Any suggestions should go to MM.
There was further discussion about strengthening links between the Board and the volunteer community as well as of building a new advisory board of external stakeholders whose views would be useful for the charity to have. There was also a willingness to see the Grant Committee function as a kind of incubator for new ideas that could be built up into projects/programmes that the charity is able to support within the resources available.
A working party will prepare a proposal for a volunteer engagement group for the AGM/volunteer day to consider. Also, there was support for an advisory board with specialist members drawn from GLAMs and scholarly societies we are working with to encourage releases of open knowledge. Several specific names were floated. MM will follow up.
The Board agreed that MM and CK should attend the Wikimedia Conference in Berlin., and that this year we do not want or need to fill the four places that are potentially available to us.
If the new CEO has been appointed in time it might be useful for them to attend Wikimania in 2015. A decision would be taken on this closer to the time.
A number of volunteers had approached the charity for financial support to attend a State of the Map event in Scotland. DM was asked to direct them to apply for a grant.
ACTION: DM to follow up.
There were no consent items.
Date of next meeting 13 and 27 June were discussed.
ACTION: DM to set up a doodle poll to agree dates for the next meeting
The meeting closed at 3:40