Minutes 2016-09-10
Board minutes 10 September 2016
At the Bodleian Library, Oxford. The meeting opened at 10:10 with Michael Maggs in the Chair.
Present
Board members: Michael Maggs, Greyham Dawes, Carol Campbell, Nick Poole, Josie Fraser, Nancy Bell, Lorna Campbell (via Skype), Jordan Landes
Wikimedia UK staff in attendance: Lucy Crompton-Reid, Daria Cybulska
Apologies: Doug Taylor, Kate West
Introductions
The Chair welcomed Jordan and Lorna to their first meeting. The board and attendees introduced themselves.
Declarations of interest
No declarations of interest were made.
Minutes of the previous meeting
No inaccuracies of substance were noted, and the minutes were approved subject to correction of the following:
Spelling mistake – Davina’s name had been spelt incorrectly on page 8
Item 12 – this was headed ‘Discussion about Wikimedia Foundation Colleagues’ when a more accurate reflection of the discussions would be ‘Wikimedia Foundation discussion and update’
Matters arising
Office move – very little has happened over the summer and the update is covered in the ARC report.
Chief executive reports
Quarterly report
Lucy went through the CEO report.
Programmes – The CEO and SMT are pleased with the results in terms of programmes as reflected in the reports. WMUK has performed well against our global metric targets for the current year.
The CEO briefly clarified the metrics.
Josie asked about sustainability of volunteers. The report reads as if only the lead volunteers contributed to the 1300 days of work, however in actual fact this included both lead and other volunteers.
The CEO discussed the question of targets for next year. Do we base the target for metrics for next year using current year achievements, or a zero base system where we calculate what we can achieve?
Staff team
Richard Symonds has now left and he is moving on to a new role. The board wished him well acknowledging his contribution to WMUK as one of its first employees.
The CEO has looked at the current needs of the organisation and has decided to split Richard's old role into two: a part time bookkeeper and an executive assistant (title tbc) reporting directly to her. The executive assistant role will also incorporate support for membership and fundraising, as well as operational support for the CEO.
We will be recruiting for both roles in the autumn, and are planning to appoint a temporary finance support role in the interim.
Nick questioned why we have two part time finance people instead of one finance officer. The treasurer and the CEO both stressed the need for the skills of a part time qualified accountant, both for the preparation of management and annual accounts and for financial strategy support.
The CEO confirmed that the executive assistant role will be full time which will give us more capacity to support both membership and fundraising.
Nick said that the staff structure should follow the development of strategy and business planning and asked whether the CEO was satisfied that this structure will be supported by the business plan. The CEO confirmed that it would.
Josie asked about rewriting the job descriptions and making sure that they fully reflect our needs. The CEO confirmed that they are being rewritten and that Kate as HR trustee is being kept informed and involved.
Nick raised the question of sponsorship and the fundraising £60k target which we are not yet meeting: can we afford the new roles? The CEO said that this had been discussed in ARC. We have underspends this year which we are anticipating will offset much of the fundraising shortfall, and the net cost of the staff changes has been estimated at £650 for the current financial year taking into account the gap between Richard's departure at the end of August and the likely start dates of the new staff. Carol confirmed that ARC was happy with the proposal for this financial year and that the CEO would need to present balanced, realistic budgets for 2017/18 showing that these posts were affordable.
Nancy asked for confirmation that the fundraising targets will be discussed in the ARC report.
Advocacy
WMUK puts money into an advocacy post for the EU – effectively a Brussels/EU Wikimedian in residence - currently held by Dimi. This post is currently being reviewed by the chapters that contribute to it. The CEO and Michael both confirmed that we were very supportive of Dimi's work: he has many contacts and has proved very effective. We need to decide if we still want to contribute to the post, given the cost. Nancy asked what the outcomes for that post were. A slight unease was expressed about the post particularly as the bulk of Dimi's time is spent in Europe and this may be inappropriate for us as we may need a different focus in the future (after Brexit).
Josie does not want to see us let this post go because of:
- Brexit
- The importance of international licensing and open knowledge - major changes are happening and we need to be involved in these, whether in the EU or not.
The advocacy group is meeting on the 26th September – anyone who is interested can come to the meeting.
Both Josie and Lorna expressed an interest in this area of work as it linked with their areas of special interest.
Speaking Engagements
The CEO briefly listed the speaking engagements that the staff team and volunteers were involved in.
Fundraising
The National Library of Scotland application to Bord Na Gaidhlig has been agreed, which is very positive. The Bodleian Library has also agreed funding for a second year through Oxford University's Innovation Fund. This is a really good example of our work. The terms of the contract mean that they need to go through recruitment again, with an appointment likely to be confirmed in October.
The CEO acknowledged that she has been struggling to carve out the time for fundraising and the research that needs to happen for this to be successful. Nancy asked if the board could help. Carol reiterated that the new posts were at least partly designed to support this.
The CEO has meetings coming up with Chris Keating and Kate to talk through their particular areas of expertise. She is concerned that fundraising and membership issues are lingering.
Nick expressed concerns that we are focusing on delivery and not the fundraising. Need to ensure that we unlock trustee experience.
Membership
The CEO had a membership push before the AGM, asking lapsed members to re-join. This has had some impact. We had a useful conversation at ARC around ‘why is membership such a priority’. The board re-iterated that with such low numbers entry-ism continues to be a concern. The CEO said that we need to identify what is a reasonable number of members. She also noted that membership is not in itself an income earner – currently less than £1000 a year is generated from membership fees.
We had around 20% of the members at the AGM which was excellent. Feedback was also good and the atmosphere was very positive.
There was a general discussion about promoting membership at volunteer events – this is very dependent upon volunteers and how they feel about it.
Training volunteers to train others is not always straightforward: volunteers often have a conflict between the technical skill set needed and the soft skills needed to deliver training. Daria has put together a role description for trainers.
Nick asked whose job is it to manage communication with volunteers. The CEO said that during the reorganisation it had been brought into the programme team – so it sits with Daria and her team.
The newer trustees asked about bringing volunteers together in person. This takes place regularly at an informal level, and at a more formal level has happened a number of times in the last few years, including AGMs, volunteer strategy days, and the education meeting in May.
There is a series of meetings on Saturday 24th September to consult with volunteers on the proposed APG application, to which trustees are invited.
Josie stressed the need to make sure that the community has buy-in to our strategy. Lorna noted that we need to take many different approaches to engagement, particularly as we want to include women.
Performance report
Daria spoke to the report.
Volunteers in Wales continue to be major contributors to our work. They are very proud of their heritage and this is reflected in the Welsh project metrics.
The Welcome library project is going well, with a strong diversity aspect.
We are increasingly engaged in developing awareness of open knowledge beyond our partners. We were involved in the Celtic language conference – people are very interested in wikidata and technology.
Education is an area of development for us. We are not able to handle large numbers of one-off projects and we are trying to organise longer-term high level projects. We are also trying to link to diversity and teaching people how to teach Wikipedia.
Daria encouraged trustees to read through the case studies to help understand what is happening and how the various strands link together.
Michael said that this year's progress report really is very impressive. He commended both the report and the work that sits behind it. Daria said that the strength of our work comes across best when it is linked together.
Nick asked whether we can deliver less to achieve more? We don’t have to deliver a project entirely ourselves to have it under our banner. The CEO said that the levels of input for different projects, money and resources used is very variable.
Discussion items
Annual plan grant proposal to Wikimedia Foundation
The CEO had produced a paper partly to to explain the approach and the acronyms.
We are currently in an annual process but some chapters are submitting a two-year application. If this trial is successful, then we may apply for a two or even three year grant.
There are key staff at the Foundation who support us through this process, and these have changed this year people so relationships have needed to be remade. The staff review and assess against set criteria – which feeds into the deliberations of the volunteer FDC.
The CEO has looked at the criticisms from last year and we hope that we have addressed these without compromising the things we did well.
Metrics
The Foundation introduced new global metrics relatively recently, and has changed them again this year. They have introduced three shared grant metrics – all chapters will need to address these. In addition, there are two metrics that are chapter-specific. The board needs to look at the Foundation metrics and our own and choose which two additional metrics we would like to report on.
We need to think what will be meaningful in terms of our programmes and what are our priorities.
The staff consider that we should keep a lot of what we already record, but focus on the agreed grant metrics in our reports to the Foundation. We also need to bear in mind our links with our communities and how we report to them.
The board asked which metrics the staff felt were a priority. These were:
- Engagement of community. We need to keep number of volunteer hours – these are a key part of our strategy
- Total audience and reach
Michael said that we need to consider what the Foundation values - which tend to be large numbers. The Foundation is our lead funder and we need to consider its needs, which is primarily supporting its own websites. The broader open knowledge landscape is of less interest to the Foundation, in practice if not in theory. The Foundation has historically not been particularly interested in advocacy, for example, partly because it is difficult to measure
Nick asked if we can look at other chapters' targets. This is quite difficult because each chapter does very different things. Josie noted that it's important to have a positive story that is easy to tell.
Michael asked where metrics on Commons uploads would be included. They are captured under a number of different headings, and difficult to identify individually.
Jordan asked for clarification of volunteer hours in terms of editing. It is interesting to see how we could engage with Wikipedia editors – there are around 15000 editors and only a small proportion have links to us. How do we link with them? We need to find a way so they could offer their contributions on our behalf.
Nick mentioned capturing the cash value of volunteer’s hours.
The CEO asked whether the board was happy with the structure and format of the application and reports.
She expanded on the following:
- Overview – talked through what we do
- Programmes – tick-lists for this year – for consistency and for ease of reporting we will not be aligning the programmes with the metric headings but in terms of our strategic goals
- The Foundation are happy with those changes - for consistency we are streamlining the process
Greyham asked how far these areas in the metrics extend beyond Wikipedia. As an independent UK charity we have a broader remit than the Foundation, promoting open knowledge generally.
Daria said that most of the programme is about promoting open knowledge beyond Wikipedia. Lorna agreed that WMUK could have an impact in promoting open knowledge more generally.
Greyham asked how the Foundation views our broader remit. The CEO said that the Foundation is increasingly looking to engage with the whole of the open knowledge movement.
Nick asked how many of the other chapters are more explicitly Wikipedia-based. Michael said that many of the smaller chapters, without staff, are run by Wikipedians who have significant editing activity, so they often focus more closely on their own language Wikipedia. The larger chapters, such as us, WMDE, WMFR, WMNL and others have much broader range of open knowledge interests. We have a formal chapter agreement with the Foundation and this is mainly about not undermining each other rather than specifying exactly what programmes we run.
The CEO said that she will draft the new targets and then send out to the trustees for individual comment. She confirmed that the board need to feel comfortable with these.
Michael asked Lucy to confirm the timescale – and Lucy went through the key dates contained in her report.
Greyham asked a technical question about how the spreadsheets worked. The CEO confirmed that the figures were not cumulative and that to get a full picture both quarters figures need to be added together.
Communications Strategy
The new draft communication strategy is based on the discussion that we had at the June board meeting.
An executive summary and the stakeholders and target audience sections have been developed. The CEO has shared the draft with external people who have skills in this area. She confirmed that all feedback is welcome.
Lucy would like to finalise this by the end of the month.
Josie commented:
- It is not explicit in the plan, but she assumes that we are joining up rather developing new things
- She likes the target that have set, but suggests one communication a month should be focused on editor community issues
- Where is the merchandise? We should be offering t-shirts!
Greyham asked why, in the three key messages, are we specifying 'UK' rather than 'worldwide'? The CEO said we are very specific in our plan about our UK focus. Greyham – we should be about knowledge for life not just the UK. Lucy – we cannot commit to supporting open knowledge in for example France, however we could just take the 'UK' part out of the sentence to leave it more open.
Nick asked why is there nothing in the strategy that stresses our relationship with our flagship project: Wikipedia. The CEO said we do have something about the Foundation – we really need some better discussion about the relationship between Wikimedia and Wikipedia.
Nick and Nancy commented that people do not understand the relationships between Wikipedia, Wikimedia, the Foundation, WMUK, chapters in general etc. Graham replied that people just do not care about the the differences between these.
The CEO agreed to look again as she agrees the relationships are just too implicit – it does seem that a link is missing.
Nancy noted that the stakeholders are quite a small list; she thinks we need something broader.
Michael reminded the CEO that the communications strategy should go out to the volunteers for consultation. The CEO confirmed that that would happen, but that the consultation cannot be prolonged as she would like it finalised by the end of the month.
Board meeting schedule 2017
Following discussion at the last board meeting the CEO produced a draft schedule of meetings for 2017, alternating between evening meetings and Saturday meetings.
Michael said we would need to look at how much time would we need for the meeting and if we were meeting in an evening then we would need to look at other times for social events.
It was agreed we will trial an evening meeting in June and schedule two dates in December, one for an evening and one for a Saturday. The board will decide in due course. The CEO will send dates out within the next two weeks.
Consent items
There were no consent items.
Board in camera session
The board held a short in camera session.
Board Committee and financial reports
GovCom report
Michael reported on the GovCom meeting held on the 11th August. The meeting reviewed the use of the non-trustee members of board committees: we have two at ARC and one at GovCom. These bring an added breadth of experience to our meetings and are an excellent addition to our skills base.
We also looked at the board annual appraisal – both in terms of results and the process. We listed a number of things that we would like to do to simplify it. GovCom also suggests incorporating a staff survey next time, and Kate has provided information to the CEO on how that might work.
GovCom has been heavy committed over the last two years following the governance review. This work has now been completed and we are happy with where we are on governance. Given this, we do not necessarily need quarterly meetings. Govcom will be focusing next on Board skills and Board succession planning generally, and on AGM planning. It will continue to handle membership applications when asked to do so by the CEO.
Board self-evaluation
The CEO summarised the results of the board self-evaluation for the meeting. Individual scores varied, but were generally high, and all trustees appear to be working well. It was suggested that we should make sure that this good result forms part of our reporting back to the Foundation. The CEO acknowledged that this is a good board with lots of support for the staff team from the board.
Nick said that we need to make sure that the new board members are properly inducted. Michael confirmed that this was in hand.
Review of board officer roles
We have four named officer roles currently filled as follows
- Michael - Chair
- Carol - Vice Chair
- Greyham - Treasurer
- Kate - HR Trustee
These trustees indicated that they would be happy to continue in post and the board confirmed their reappointments for a further 12 months.
It was noted again that GovCom will be looking at succession planning
ARC and GovCom memberships
Board memberships are currently as follows:
- GovCom: Michael (chair, ex officio), Greyham, Carol, Kate and Rosie (external member)
- ARC: Carol (chair) Greyham, Kate, Alistair (external member) and Megan (external member)
Greyham expressed a wish to step down from GovCom and the board appointed Josie in his stead.
Carol said that we need an extra member of ARC to replace Chris Keating who stood down as a trustee at the AGM. The board appointed Jordan to ARC.
Membership
The board held a short in camera session, the conclusion of which is summarised below.
The board reviewed written representions and resolved to ratify its earlier decision to decline an application for memberhsip.
ARC report including QMFR and commentary
Carol briefly went through the ARC report.
The July quarter end figures are unexceptional. A combination of under achieving on income targets and underspending left the overall results within budgeted boundaries. ARC looks forward to seeing projections for the year end and draft budgets at the next meeting. ARC was pleased to note that project spending is on target for the year.
It was noted that the CEO was struggling to find time to progress fundraising and we hope that the proposed staffing changes will support this.
Office move – little has happened over the summer months. Given the length of time since this project start ARC asked to review in full at the next meeting.
Format of the QFMR
The QFMR was designed before we had our strategy in place. The staff team would like to redraft the QFMR so that it is in alignment with our strategy. ARC and the treasurer will review to ensure SORP compliance. We look forward to seeing these changes.
Membership and fundraising
The CEO updated ARC on membership and fundraising.
ARC was pleased to note that emails are now being sent to people whose memberships is coming up for renewal. The CEO has emailed lapsed members and although she has had no personal response a number of people have re-joined. Plans are underway to email the people who give by direct debit. We have seen the attrition rate in DD donors rise recently and ARC noted that the outcome of this mailing is unpredictable. The CEO is going to talk to the Foundation about sending an email to the people who have responded to the banner headline in the UK.
Nick asked about data protection. We are compliant via the accounts system and the database. ARC will review.
Risk Register
ARC was anticipating a major review of the risk register at this meeting, but pressure on the agenda prevented this. ARC has agreed to hold an additional meeting to both review the register and also the format. There have been six areas of change recently which ARC reviewed.
As we now have to show our highest scoring risks within our Annual Report and Accounts, Greyham asked the board if they are happy with the identified risks. They agreed they were.
AOB
Some discussion was held about the Christmas get together. Can we hold it on the same day as the board meeting? The CEO will make some proposals. Jordan said that Senate House library could probably host, though not into the evening.
Nick asked for board approval to involve the charity in some advocacy/UK copyright policy work. That was agreed.
The chair declared the meeting closed at 14.58
Date of Next meeting
Saturday 10th December at Development House.