Minutes 2015-07-04
In camera sessions are held on the office wiki'
Board minutes 4 July 2015
The meeting opened at 10:10 with Michael Maggs in the chair.
Present – Carol Campbell, Chris Keating, Michael Maggs, Greyham Dawes, Simon Knight, Alastair MccCapra.
D’Arcy Myers (Interim CEO) in attendance
Housekeeping
1. An apology was received from Gill Hamilton.
2. The minutes of previous meeting were agreed.
3. There were no matters arising not on the agenda.
4. The agenda for the meeting was approved.
5. Declarations of interest - Chris declared that his wife was among the applicants for membership.
Kate West and Saad Choudri joined the meeting.
Office In Camera session
Information in this section has been released to the extent possible.
1. CEO confidential reports
D'Arcy explained changes in staff roles which were underway.
2. CEO Recruitment Process
Michael reported that there had been around 60 applicants, with a much better field than in the previous recruitment round. The agency had interviewed 12 candidates at the first stage and six at the second. Four candidates had informal meetings with trustees, D'Arcy and the staff, and were then interviewed and given a financial test. This included a 10 minute presentation to the interview panel as part of an hour-long interview. Two finalists came back to do presentations to staff and volunteers about their motivations and background. There was then 45 mins of discussion and questions from staff and volunteers.
The outcome was, as Board members had been notified, that Lucy Crompton-Reid has been appointed, subject to satisfactory references. Lucy is on 3 months' notice so will probably start in October, with a small possibility of an earlier start. D'Arcy will stay until the end of September. Lucy will liaise with D'Arcy about handover meetings and involvement in various aspect of WMUK's activities during the period before she takes up her appointment. The plan is to announce her appointment to the community as soon as she has signed her contract.
The Board agreed to provide a testimonial to the recruitment agency as they had served us very well.
3. Board Development
The Board noted that at the AGM the following trustees will end their term on the Board - Michael Maggs, Greyham Dawes, Saad Choudri and Alastair McCapra. Michael and Greyham are standing for re-election, while Alastair and Saad are not. There was a discussion about whether Joseph Seddon intended to remain on the Board or whether he might wish to stand down. It was noted in passing that our draft annual accounts show Joseph Seddon as being a member of the Governance Committee, which in fact he has not been for some time. This will be corrected.
Four new candidates are standing for election – Josie Fraser, who is well known in education and works for Leicestershire Council. She has expertise in digital literacy projects and was running the recent Wikipedia literacy project that was aborted following negative press coverage. Joe Reddington, also standing for the first time, is another educationalist with charity experience. From the WMUK community Neil Babbage is standing and Doug Taylor is also likely to stand. Nancy Bell from the National Archives and Nick Poole from CILIP are also standing.
The lack of BME diversity in the expected candidate slate was noted as a matter of concern.
On another issue, Kate said that the charity ought to have some proper provisions for dealing with non-participating trustees.
ACTION: Govcom to consider appropriate means of dealing with non-participating trustees.
4. New Members
The Board reviewed applications for membership of the charity in camera and resolved to decline one application.
Carol said that we needed to have a review of the membership process as it is clear that CiviCRM is not working effectively (or at least is not being used effectively). She asked that Board refer these matters to a board committee. This was agreed: the board has for a long time had serious concerns about our membership processes, and they have not improved. [See also further discussion, below].
ACTION: Govcom to consider membership processes and CiviCRM.
5. Other Confidential Matters
There was an in camera discussion of a confidential matter.
CEO Reports
1. Quarterly Report Card
D'Arcy drew attention to the updating of the KPIs in the quarterly report card. Some were no longer being used and others were not really KPIs. He said that WMF reporting requirements were quite onerous and he was trying to align WMUK KPIs as closely as possible. One thing to avoid as we began bringing in funding from new sources was an ever more complex set of reporting requirements for different funders.
D'Arcy drew attention to the fact that the number of volunteers reported in the Quarterly report card included Wikimania last year, so will drop off significantly in the next quarterly report. He also noted that the number of activity units and leading activity units was not on target. This was due the restructure and to the decision at the end of last year to take on any new activities at that time for financial reasons. Daria was looking to improve on these numbers going forward. Greyham asked why we are reporting different parameters according to different metrics - some on trailing 12 months and others on year-to-date. There was no clear reason for this and it was agreed that it needed to be rationalised in future. It was suggested that we move to a rolling 12-month measure for all metrics.
FDC has been clear that our volunteer activity metrics are of particular importance. Some of our WIR programmes have not been focused on engaging volunteers, which may explain why some numbers are down. Greyham said we need to think again about how we monitor and measure some of these – and even if we can't measure there must be some way we can describe our process towards improving. We can use surveys for example to give us indicators of whether we are making progress towards achieving strategic goals. Carol suggested we refer this to Govcom for a comprehensive review to tidy up and make coherent again, in conjunction with incoming CEO.
ACTION: Govcom/Lucy to review and standardise reporting metrics
2. CE Quarterly Report
D'Arcy reported that there had been a staff awayday to help rebuild and refocus the team after the restructure. There is a need to recover morale but everyone is keen to move on.
He also asked the Board to note the new system for project proposal and development which was being used to ensure that new initiatives fitted within our strategic plan and delivered our objectives and that there was a clear understanding of resource commitments required before they were approved.
Carol said the changes highlighted the need for a change of culture about finance and accountability among the staff – they are used to anything financial being left to the CEO. They need to be supported to take charge of budgets and understand how to manage them.
Simon asked whether we now had the procedures in place to take a less ad-hoc approach to strategy and activities. D'Arcy replied that we had made good progress but were not entirely there yet.
Chris noted that our FDC submission will be due on 1 October, just before our new CEO starts. How will we approach this? D'Arcy said he would be working with Lucy on this. Greyham said we need to know in principle what we are trying to achieve well before October so a budget can be prepared.
D'Arcy will develop ideas with the staff and create a proposal for Board to review and then modify prior to submission. The Board meeting on 12 September will be our opportunity to review this and we will invite Lucy to attend.
Carol expressed concern about our Communications/Advocacy work. Simon agreed, as there seemed to be a consistent pattern of not inviting expert volunteers to contribute or to speak at conferences, and it always seemed to be Stevie who did this himself. Equally none of our blogs or other published statements seemed to have any calls to action, or any way for volunteers to get involved. D'Arcy commented that our communications were largely reactive and we did not have a forward plan. There remains an urgent need for the charity to define a proper media/communications policy.
3. Quarterly Financial Management Report
Carol said that the QFMR had been reviewed by ARC. Q1 is not a strong indicator of future expectations, but all the indicators so far show that we are performing in line with expectations, with no new issues arising. This suggests we have a sound basis moving forward for the year.
4. Risk Register
D'Arcy’s narrative report has been added to the last full review we did last year. D'Arcy's review needs to be synched with the register last agreed by the Board, and the scoring needs to be reviewed. ARC needs to reconsider some of the risk ratings, and in the future the Board will only see risks rated 16 or higher. This will be accompanied by a CEO overview of key risks. Michael queried the risk noted on page 14 about chapter funding as there was no clear basis for its inclusion.
It was agreed that all the papers from this meeting are to go to Lucy.
5. Membership
At its previous meeting the Board had noted that membership numbers were stagnant. Simon noted that we had managed not to increase membership numbers at all during Wikimania 2014. Despite this having been raised at Board several times we have not made any progress on any of the systems and processes to recruit and retain members. Not only is our recruitment entirely passive, our retention is very poor. Why don’t we put new members onto direct debit payments or use Paypal, for instance?
The meeting noted that there was a resolution before the AGM on these matters, and resolved that it should be supported as the resolution brings to the fore concerns that the board has had for a very long time now.
D'Arcy was asked to note the Board's concern that the Board's direction on membership matters was not being followed, and to take steps to identify improvements as a matter of urgency. Kate also asked him to check that all people putting forward AGM resolutions are members in good standing.
ACTION: D'Arcy to identify improvements in membership procedures as a matter of urgency.
Board Committee Reports
The Govcom report was noted. There was a discussion about the shortage of time to produce the Annual Review and for Board members to review it. D'Arcy is to circulate the draft for the Board to finalise.
The ARC report was noted. Carol reported from the meeting with auditors yesterday. They have no serious audit points to raise with us except one which concerns a few cases where our sales invoices are not numbered sequentially. This is a standard issue with invoices raised in Sage software, arising from invoices being raised and then cancelled before being issued. They retain their sequential numbers, creating a gap in the sequence of invoices actually issued. This represents a thoretical risk of fraud but cancelled invoices are easily traceable on the system, and Carol confirmed that the missing numbers have been manually checked and that there is no concern. We simply need to understand and note this.
We also need to note the need to keep Cultural Outreach Ltd in good standing with Companies House and to have assurance that the matter is being properly kept up to date by the office.
Board in camera session
There was a brief board in camera session.
Various
1. Annual report and accounts
A number of minor changes were agreed as necessary before the annual accounts could be signed:
- page 1 - remove Joseph Seddon as a member of GovCom - page 5 - amend the date reference to the Hudson Review (not 'last year') - page 10 - the sums of £300k and £350k had been accidentally reversed and needed to be reinstated - page 22 – total of expenses needs comparator figure with last year.
Greyham moved that the trustees' report and accounts be approved subject to these minor revisions, and that he should be authorised to sign the balance sheet page as treasurer on the Board's behalf. This was unanimously agreed.
There are also a few inconsequential amendments to be made to the Chair's report, and the Board unanimously agreed to authorise Michael to make those amendments, to circulate the final version of the trustee's report and accounts to Board members for information, and to sign the trustees' report on the Board's behalf.
The Board also needs to agree a letter of representation to the auditors and here too there were minor changes. The Board unanimously agreed to authorise Carol to sign the Letter of Representation on its behalf.
Michael asked the Board to record its thanks to Greyham, Carol and Davina. The audit had gone very smoothly.
2. AGM Preparation
The Resolutions to go before the AGM were noted. There was a discussion about the need to update the articles for next year's AGM, after we’ve demonstrated good, sustained progress on charitable impact. The Board agreed that Simon would take the chair during the hustings part of the AGM while Michael was a candidate, and that if for any reason Simon was not able to do this, Chris would.
It was agreed that there would be a brief meeting right after the AGM to introduce new trustees to each other. This meeting should also be ready to appoint new officers if needed.
- Volunteer Strategy consultation
D'Arcy is to check with Stuart that he has volunteers ready to run each session on the day – the Board will provide volunteers if not. The Board agreed to hold a board meeting at lunchtime during the Volunteer Strategy Day before the AGM to consider any last minute membership applications.
Other Reports
Reports from the Technology Committee, Education Committee, GLAM Committee and Grants Committee were all noted.
Any Other Business
Kate expressed concern at the amount of email traffic between meetings. There had been no noticeable move away from the Board functioning as an SMT in terms of volume of material and traffic. Meetings were sometimes also rescheduled at short notice, making it difficult to participate properly. Greyham likewise said he receives far more material than he can deal with. D'Arcy has asked staff not to routinely cc trustees on items such as press releases, but some staff are still copying the Board with messages that are operational or which relate to specific matters that the Board as a whole does not need to address.
Michael suggested that no-one other than trustees and the CEO should have permission to send to the Board email list. He also suggested splitting the current Board email list into 'Board announcements' and 'Board discussions' to help everyone manage the volume better. Board members who want to keep closely advised of operational matters can opt-in to the Office distribution list.
It was agreed to implement these changes.
Alastair noted that the papers for this meeting (minus the membership applications and risk register) should have been published on the wiki before the meeting but had not been.
ACTION - D'Arcy to publish the papers on the public wiki.
Saad expressed his thanks to D'Arcy for his help in turning the charity around and for guiding us through difficult times. Michael thanked Saad for his outstanding work to support the charity over the past two years.
The September Board meeting is being organised by Martin Poulter at the Bodleian Library, on 12 September. It will give us a good opportunity to talk about our charitable activities.