Minutes 2015-09-12
Board minutes 12 September 2015
The meeting was held at The Bodleian Library, Oxford. It opened at 10:15 with Michael Maggs in the Chair.
Present: Carol Campbell, Greyham Dawes, Josie Fraser, Gill Hamilton, Simon Knight, Chris Keating, Michael Maggs, Nick Poole, Doug Taylor, Kate West;
D’Arcy Myers (Interim Chief Executive) in attendance
Actions from Board Meeting 12 September 2015
| Action | Who | When |
|---|---|---|
| Open session | ||
| Future meetings to include grid of actions | Board Secretary | From 12 September 2015 |
| Review trustee code of conduct | Governance Committee | December Board Meeting |
| Publicise to the volunteer technical community that assistance required in review and potential replacement of CiviCRM. Carol Campbell to be involved in discussions | Office staff | December 2015 Board meeting |
| Add to Risk Register the risk to the organisation with potential to CiviCRM | Chief Executive | immediately |
| Governance Committee to consider cycle of trustee elections and succession planning | Governance Committee | December 2015 Board meeting |
| Gill Hamilton and Lucy Crompton Reid to discuss future of Board Secretary role | Gill Hamilton, Lucy Crompton-Reid | December 2015 Board meeting |
| Governance Committee to make recommendations of external candidates to Govcom | Governance Committee | December 2015 Board meeting |
| Audit and Risk Committee to make recommendations of external candidates to ARC | Audit and Risk Committee | December 2015 Board meeting |
| Review of Board committee charters | Governance Committee | December 2015 Board meeting |
| Governance Committee to propose appropriate AGM date | Governance Committee | December 2015 Board meeting |
| Office in camera | ||
| Board in camera | ||
| D’Arcy to supply the Board with the draft FDC proposal. | D’Arcy Myers | Immediately |
| Discussion with Foundation and FDC regarding transition of reduced dependency on FDC grant. | Chief Executive Officer, Chair | Ongoing |
| Review the layout and presentation of Quarterly Report Card and change G4.2 to red | Lucy Crompton-Reid | Layout by December 2015 Board meeting, if possible
Change to G4.2 with immediate effect |
| Review the redevelopment plans for Development House, consider options, as appropriate, for an alternative premises for the organisation | Lucy Crompton-Reid | Further discussion at December 2015 Board meeting, if any developments by then |
| Review of methods to improve the membership process, Lucy Crompton-Reid to have staff liaise with Doug Taylor as appropriate | CEO / staff, with involvement of Doug acting as a volunteer | On arrival of Lucy |
| D’Arcy to consider volunteers assisting with refreshing WMUK wiki | D’Arcy Myers | Before Lucy starts |
| Davina Johnson to be thanked for management of the accounts | Michael Maggs | As soon as possible |
| All Committee Chairs to provide short report of activities | Office staff to contact Committee Chairs to advise of this requirement | December 2015 Board meeting |
| Joseph Seddon to be advised of Board’s decision to approve his role as Foundation fund raiser | Michael Maggs | As soon as possible |
Housekeeping
Standing agenda items:
Minuting for this meeting
Gill Hamilton agreed to minute the meeting.
Apologies for absence
No apologies.
Approval of minutes of the previous meeting
(Meeting of 4 July and meetings prior to AGM)
Kate noted that there was considerable detail in the minutes and asked whether this was necessary. Michael indicated that minutes are necessarily detailed to ensure openness and transparency. Kate proposed a grid of actions to be included in minutes.
- Action: future minutes to include a grid of actions.
- Who: Board Secretary
- When: from minutes of 12 September 2015
Minutes of meeting of 4 July 2015 were agreed as accurate and were approved.
Matters arising not on the agenda
Nick Poole asked about the role of Cultural Outreach Ltd. Michael Maggs confirmed that it is a wholly owned subsidiary of Wikimedia UK and owns the Charity’s intellectual property (QRpedia).
Board development: It was agreed that the Board should consider reviewing the agreement that trustees have to sign.
- Action: review trustee Code of Conduct
- Who: Govcom
- When: In due course
New members: The Board and Governance Committee have tentatively concluded that CiviCRM is not fit for purpose. Other chapters are moving away from it. WMUK needs to consider an alternative. Doug Taylor proposed that the need to consider replacement of CiviCRM be publicised to the volunteer technical community as they may have experience in this area and be able to advise. Carol Campbell indicated that she has considerable experience with CRMs and would also be happy to be involved. Lucy's input will be sought once she starts.
- Action: Publicise to the volunteer technical community that assistance is required in the review and potential replacement of CiviCRM. Carol Campbell to be involved in discussions
- Who: Lucy / staff to reach out to volunteers
- When: by next Board meeting
- Action: add possible change of CiviCRM to the Risk register, noting that the change is an operational risk to the organisation
- Who: Chief Executive
- When: immediately
Board email lists: Michael confirmed that the Board email list had been split in to two separate lists as previously agreed: Board announcements and Board discussions.
Approval of agenda
Discussion of redevelopment of Development House was added to Any Other Business.
The agenda was approved.
Declarations of interest relevant to matters on the agenda
Chris Keating recused himself from one of the in camera discussions.
Presentation from Martin Poulter
Martin Poulter [user:MartinPoulter] gave a presentation about his work as Wikimedian-in-Residence at The Bodleian Library. Martin is one of WMUK’s most active volunteers, is a Wikipedia Campus Ambassador, established EduWiki and Wiki Science conferences, and was JISC Wikipedia Ambassador.
The recent Wiki Science conference attracted 90 delegates, more than 20 volunteers and attendance was 30% female. He was interviewed by the scientific journal Nature as a result of the conference.
There is a continued though for smaller events and he is considering a one-day Medicine/BioScience and digital humanities conferences.
The Bodleian has established a policy to license low resolution 1000px images as CC-BY. Martin has loaded 560 images and has incorporated them into various Wikipedias. To date these articles have had more than 1 million views. For uploads and articles he is specifically targeting women, women’s achievements and non-Western culture.
He is planning several events; Ada Lovelace bicentenary; a transcription-athon for WikiSource, Image-athon calling on libraries across Oxford to submit images to WikiCommons. He also has permission to photograph rare materials in the Bodleian stack.
He is building partnerships with several organisations throughout Oxford and discussing editathons and other possible events and engagement with Wikimedia projects.
The Board thanked Martin for his informative presentation and congratulated him on his considerable achievements to date.
Martin’s presentation is available at https://wikimedia.org.uk/wiki/File:Bodleian_WIR_Report_to_board_Sept2015.pdf
Board matters
Filling of board vacancies
Gill Hamilton agreed to take on the role of Board Secretary. Michael Maggs will continue as Chair of The Board. Greyham Dawes will continue as Board Treasurer. Carol Campbell agreed to take on the role of Vice Chair.
The above positions were agreed unanimously, and approved by the Board for the next 12 months.
Election of officers and appointments to Board committees
Simon Knight standing down
Simon Knight will stand down from the Board on 18 September 2015.
As previously discussed by email, Michael Maggs proposed co-opting Nancy Bell of The National Archive to the Board under Article 17.2 for a period of two years. Nancy has considerable expertise in partnerships and GLAM activities and is agreeable to being co-opted.
Nancy Bell's co-option was approved unanimously.
There was a discussion regarding the procedural issue that Simon Knight is an elected trustee who is effectively being replaced by a co-opted trustee. The Board has the power under Article 14.4 to co-opt up to four trustees 'from time to time', and considers that the current opportunity to co-opt Nancy justifies the use of this power, particularly given the intended focus on GLAM partnerships and her specialist areas of knowledge and expertise. The vacancy for a new elected trustee that will automatically arise on Simon's retirement will be filled at the next cycle of trustee elections, probably at the 2016 AGM. The board agreed not to use its power under Article 17.5 to appoint a temporary replacement elected trustee for the period between now and the next round of trustee elections.
Simon pointed out that careful consideration should be given to the cycle of trustee elections and to succession planning.
- Action: Governance Committee to consider cycle of trustee elections and succession planning
- Who: Governance Committee
- When: By December 2015 Board meeting
Role of Board Secretary
The role of Board Secretary may possibly be transitional and may not be required in future, depending on the support that can be given by the the new CEO. Gill Hamilton to liaise with new Chief Executive to determine the role of Board Secretary going forward.
- Action: Gill Hamilton and Lucy Crompton-Reid to discuss future of Board Secretary role
- Who: Gill Hamilton
- When: by December 2015 Board meeting
Appointments to Board Committees
Governance Committee (GovCom) Nick Poole agreed to join the GovCom Committee. The Committee will now compromise: Nick Poole, Michael Maggs (Chair), Kate West, Greyham Dawes. These members were approved nem con for the next 12 months.
Currently there are no external members. Michael Maggs indicated that non Board members should be considered and that Govcom had several potential candidates.
- Action: Governance Committee to make recommendations of external candidates to the Board.
- Who: Governance Committee
- When: by December 2015 Board meeting
Audit and Risk Committee (ARC) ARC currently comprises: Carol Campbell (Chair), Chris Keating, Greyham Dawes, Kate West. A vacancy exists since Alastair McCapra stood down as a trustee. Carol indicated that it would be beneficial to add two additional non-trustee members to the Committee. The Charity's articles were changed at the last AGM and now for the first time allow for non-trustee appointments to Committees. Carol indicated that Megan Gray of NCVO and Alastair McCapra were both willing to be non-trustee committee members.
The Board members of ARC were approved nem con for the next 12 months. It was agreed that ARC will propose Alastair and Megan, subject to their agreement, for formal approval at the next Board meeting.
- Action: Audit and Risk Committee to make recommendation to Board for non-trustee members.
- Who: Audit and Risk Committee
- When: Boarding meeting of December 2015
It was pointed out that with the inclusion of non-trustee committee members there may be an issue when not all Board members can attend Committee meetings, making it theoretically possible that non-board members could outvote Board members. This will be considered by Govcom who will come back to the next meeting with a recommendation.
- Action: Review of Board committee charters.
- Who: Governance Committee
- When: by December 2015 Board meeting
Date of 2016 Annual General Meeting (AGM)
There was a discussion about when is the most appropriate time of year to hold the AGM. Moving the AGM to either later or earlier in the year was discussed. It was agreed that this was a matter for the Governance Committee to propose an appropriate date.
- Action: Governance Committee to propose appropriate AGM date
- Who: Governance Committee
- When: next Board meeting
Office in camera sessions
These are laid open to the extent possible.
Chief Executive confidential reports
Projects The Chief Executive reported that staff are working up several projects.
Chief Executive recruitment
Nothing to report
New members to be approved
The new members were approved.
It was noted that formerly the Chief Executive approved membership, but that responsibility had been transferred back to the Board during reorganisation. It was agreed that for the future membership approval should be dealt with by the Chief Executive, or by a special committee to be set up for that purpose.
- Action: Approval of new memberships should not need in future to come back to the full Board
- Who: Chief Executive
- When: when new Chief Executive takes up appointment.
There was discussion regarding the procedure for applying to become a member of the Charity, and for voting in board elections. It was noted that while we do not undertake a close investigation of the bona fides of applicants for membership, we do have an 'anti-entryism' mechanism whereby members have to have a validated address in order to vote. Greyham Dawes indicated that the methodology that is currently being used is appropriate to the requirements of the Charity Commission.
Legal matters
There was an in camera discussion.
Other
Paid editing of Wikipedia should be (and is) referred to Wikimedia Foundation
Board in camera sessions
These are laid open to the extent possible.
Incoming Chief Executive
The Board discussed issues and priorities for the incoming Chief Executive Lucy Crompton-Reid. It was agreed that the Board should define three or four headline outcomes to help Lucy prioritise her time, at least for the early days. These were seen to be:
- Ensure that there is engagement with the community and that the organisation becomes more outwardly focussed. Follow up on the volunteer-based working structure already suggested and ensure volunteer engagement with improvements in working practices and decision-making.
- Help the staff to work effectively as a team
- Develop the organisation’s identity. Work on communications strategy. Determine what, in a market that has many open knowledge organisations, is Wikimedia UK’s unique selling point is and develop around this.
- Diversify fund raising so that the organisation reduces its reliance on Wikimedia Foundation grants.
It was agreed that the Board needs to move back to taking a more strategic approach as soon as the our new permanent Chief Executive comes into post.
Chief Executive reports
Chief Executive quarterly report
Bid to Funds Dissemination Committee There was discussion on the preparation of the annual grant proposal bid to the Wikimedia Foundation Funds Dissemination Committee (FDC), which is required by FDC by 1 October 2015. D’Arcy Myers noted that our expression of interest with the approximate funding requirement had been sent to FDC, and that FDC had supplied initial feedback. The bid is currently in preparation and the request is likely to be for around the same amount of funding that we received following the 2014 bid.
The Board stressed that the exact value of the bid should arise from the draft budget and programme plan, and that we should indicate in the text how the organisation expects to develop its programmes going forward from re-organisation.
It was noted that FDC has a policy that limits monies secured from FDC grants being put into reserves.
The Board asked D’Arcy to encourage Lucy to input to the bid as she will have to deliver on the programme.
- Action: D’Arcy to supply the Board with the draft proposal.
- Who: D’Arcy Myers
- When : Promptly - as soon as possible
Nick Poole suggested that the organisation should have a discussion with the Foundation and FDC regarding how they might assist with the transition to becoming an organisation with minimum dependency on the FDC grant.
- Action: Discussion with Foundation and FDC regarding transition of reduced dependency on FDC grant.
- Who: CEO and Chair
- When: Ongoing
Quarterly report card layout The issue of the layout and presentation of the report was raised. Simon Knight recommended that strategic goal G4.2 ('There are robust and efficient tools readily available to allow WMUK - and related organisations - to support our own programmes and to enable us to effectively record impact measures') should be changed to red. Agreed. See https://wikimedia.org.uk/wiki/Strategic_goals#G4_Encourage_and_support_technological_innovation
- Action: review layout and presentation of Quarterly Report Card card and change G4.2 to red
- Who: Lucy Crompton-Reid
- When: layout by Board meeting in December, if feasible. Change to G4.2 immediately.
Wikimania 2016 It was agreed that the Chief Executive, the Head of Programmes and Evaluation and one or two trustees should attend Wikimania 2016.
Office space There are plans to redevelop Development House and this will cause disruption to the organisation and a probable increase in rent. Gill check the details on this; it's in the Board reports. It was suggested that the Charity might consider options such as approaching a cultural organisation to host part of the Wikimedia UK office or even moving the office from London (though the inherent problems with that were noted). The redevelopment should be added to the risk register.
- Action: review the redevelopment plans for Development House, consider options, as appropriate, for an alternative premises for the organisation.
- Who: Lucy Crompton-Reid
- When: As matters develop
Quarterly Financial Management Report (QFMR)
There was a discussion about the financial projections. If FDC funding remains same or is cut by up to 20% then the Charity will have a surplus budget. However if FDC funding is cut by 25% then the budget will be in deficit. The projection assumes same staff levels and and £70K from other funds. It was acknowledged that the £70K figure is tentative.
The report gives the impression that finances are healthy, however this is somewhat misleading. Due to our one-off reorganisation expected spend has not occurred on some of our core activities. In Q1 and Q2, specifically, there has been an overspend on staff, a shortfall on fund raising and an underspend on certain core activities. The deficit in Q1 and Q2 is £23K. It is not yet possible to give an outturn forecast on Q3 and Q4. There must be careful budgetary control, impact of projects must improve without costs increasing, income must be increased, and the organisation’s reserves must be protected.
It was again agreed that the Board should not sign off a year-on-year deficit, and that the charity must develop its business plan to deliver on the strategy within constraints. Fund raising is seen as a key activity, as is partnering with organisations to have them support our high-impact programmes such as Wikimedian-in-Residence (including gifts in kind).
Reserves
It was agreed that there needs to be an increase in the level of the organisation’s financial reserves and that this should be pursued via cost control and diversification in funding. The Charity needs to ensure that its projects are of high impact as they are central to attracting funding from grant making bodies.
Risk register
The risk register was reviewed. Actions are currently in place to deal with all operational risks.
An identified risk is the potential for degradation of correct governance.
It was noted that the Board is publicly accountable for identifying risks of major concern.
Membership
Work to improve the membership process.
D’Arcy Myers indicated that there are still no mechanisms in place for improving the membership process, such as ensuring proper acknowledging membership, collection of fees via direct debit etc. Doug Taylor indicated that he could assist (as a volunteer) as he has knowledge of this area. It was proposed that staff should approach Doug to request his input.
- Action: Lucy Crompton-Reid to have staff liaise with Doug Taylor as appropriate
- Who: CEO
- When: on arrival of new Chief Executive
Board reports
Governance Committee (GovCom)
GovCom has noted that the organisation’s wiki requires development as it is out-of-date, is not proactively maintained and is in need of review. It was suggested that D’Arcy invite volunteers to the office for short editathons on the wiki. This would also be further useful engagement with the volunteer community.
- Action: D’Arcy to consider volunteers assisting with refreshing WMUK website and wiki
- Who: D’Arcy Myers
- When: Immediately
Audit and Risk Commmittee (ARC)
Carol Campbell indicated that new auditors needed to be appointed. It was agreed that a combined team of staff and trustees would take this forward, namely Carol Campbell, Greyham Dawes, Nick Poole, Lucy Crompton-Reed and Davina Johnstone.
There are some issues with bank accounts and authorisation. ARC is currently reviewing the operation of our bank accounts.
The Board expressed its appreciation for the high level of competence shown by Davina Johnson (Director of Finance and Operations) in managing and reporting on the organisation’s accounts.
- Action: Davina to be thanked
- Who: Michael Maggs
- When: as appropriate
Greyham Dawes has been nominated as Charity Treasurer of the Year and is on the short list. The Board congratulated Greyham on his nomination and also expressed its gratitude for his work, skill and guidance with the organisation’s finances.
Consent items
- Technology committee – none
- Education committee - has not met
- GLAM committee – has not met
- Grants committee – none
It was noted that all committees, if active, should report so that Board can be aware of activities.
- Action: all Committee Chairs to provide short report of activities
- Who: Office staff to contact Committee Chairs to advise of this requirement
- When: by December Board meeting
Simon Knight is on the Grants Committee which reviews and approves requests for small grants. The advantage of having a trustee on this committee is that it ensures a strategic overview and they are able to advise requestors how to prepare documentation so that it meets strategic goals.
It was agreed nem con that Josie Fraser should be appointed to the Grants Committee to replace Simon.
Volunteer strategy
The board noted with concern that no report of the Volunteer Strategy Gathering on 25 July 2015 (https://wikimedia.org.uk/wiki/Volunteer_Strategy_Gathering/July_2015) has yet been added to the public wiki, and that there appears to be no detailed record of the volunteers' feedback and comments on the day.
Michael indicated that he had received a short staff briefing, and that the main suggestion was that that if an advisory board is established it should cover both GLAM and education (ie we should have a unified Partnerships Advisory Board). The board agreed, and concluded that we should now proceed to work towards the setting up of a Partnerships Advisory Panel. A small group will explore this further, the group being mandated to proceed with actions without requiring any further formal approval from the Board. Michael Maggs, Nick Poole, Gill Hamilton and Josie Fraser volunteered to be part of the group. It was agreed that non-board volunteers should be involved in taking this forward and Martin Poulter agreed provide input.
It was agreed that much more work needs to be done to retain and develop our volunteer base. To support and develop our volunteers we must engage them in the forthcoming projects and enthuse them. It is expected that the new project-based staff team will draw in volunteers and liaise closely with them.
When considering volunteer development we must be clear that our focus is specifically on WMUK volunteers (ie people who actively want to work with us) and less so on general Wikipedia volunteers/editors.
It was agreed that a Volunteer Engagement Panel be established to undertake the structured development of engaging with volunteers to discuss projects and tell stories of successful previous engagement. This small group would include volunteers, staff and a trustee. The panel would be lead by the CEO, and will be worked on once Lucy is in post.
The prospect of developing working groups to replace the existing volunteer committees needs more discussion, and the CEO's more detailed input.
The Board recognises that we should continue to work and/or liaise with other open knowledge organisations as they undoubtedly face similar issues to Wikimedia UK. We should enhance our efforts to explore ways in which we might work together with such organisations to exchange knowledge, resources and contacts and to address and consider issues of mutual concern. Josie Fraser suggested that the forthcoming Open Education Conference in Edinburgh in April 2016 may be an opportunity to bring such organisations together.
Other
Any other business
Both Carol and Kate’s period of co-option concludes this year. They are both agreeable to continuing. It was agreed unanimously that they be co-opted for a further two years.
Joseph Seddon (ex trustee) had approached the Board regarding his wish to take up a temporary post in fund raising at the Foundation, a post he had held before becoming a board member. The Board saw no conflict of interest or reputational risk associated with this and unanimously approved his request.
- Action: Joseph Seddon to be contacted to be advised of Board’s decision
- Who: Michael Maggs
- When: as soon as possible
Nick Poole indicated that CILIP wants to put forward a programme of engagement between the two organisations. It was suggested that he contact the Chief Executive regarding this.
The Board thanked Simon Knight for his considerable input and help both as a member of the Board and as the Vice Chair. The Board wished him well in his future endeavours.
On behalf of the Board Michael Maggs thanked Liz McCarthy from the Bodleian for the use of the meeting room, refreshments and tour of The Bodleian Library, and Martin for his excellent presentation.
Date of next meeting
12 and 13 December 2015 (weekend workshop) in London.
The meeting closed at 16.00