Minutes 2017-03-11

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These minutes were approved at the Board meeting on 15 June 2017 .

Board minutes 11th March 2017

The meeting was held at Development House, London. The meeting opened at 10:00 with Carol Campbell in the Chair.



Board Members: Carol Campbell, Greyham Dawes, Josie Fraser, Nancy Bell, Lorna Campbell, Jordan Landes, Doug Taylor, Kate West, Nick Poole.

Wikimedia UK staff in attendance: Lucy Crompton-Reid, Daria Cybulska, Davina Johnson


Michael Maggs

Declaration of interest

No declarations of interest were made.

Minutes of the previous meeting

Minutes from Board Meeting on 10th December 2016 were approved without amendment.

Matters Arising


Chief executive reports

LCR presented her CEO report and highlighted the team’s significant achievement against global metrics, especially content. The board discussed the targets for 2017/18 in the light of the year end results and LCR and DC confirmed that these still felt appropriate. The board also discussed the metrics which were slightly under target and DC clarified some points relating to the leading volunteer metric.

LCR summarised other key points in her report relating to staff and upcoming events. She highlighted the advocacy work she is undertaking in response to the proposed new copyright framework directive, and confirmed that Wikimedia UK was a signatory to the Communia letter on the potential impact on education. It was agreed that LCR would have explicit delegated authority to represent Wikimedia UK at meetings as well as to append the charity's name as an organisational signatory to open letters, public statements and similar. Any exercise by the Chief Executive of this delegated signatory power shall be reported promptly to the board by email.

LCR reported an increase in media requests, which is generally a positive indicator of the charity’s growing profile; however the recent Daily Mail issue was discussed at length. The board agreed that the lines of communication between Wikimedia UK and the Foundation need improving and asked LCR to discuss this with them. It was also suggested that we could take a lead on establishing contacts between key media personnel across the broader Chapter network.

Digital outreach is going well and the development of the branding and visual identity guidelines is nearly complete. These will be shared with the board once finalised, hopefully by the end of March.

LCR gave an update on movement strategy including her involvement on the global steering committee and plans for UK participation. The strategic direction for the movement will have been determined by August, just before the UK board awayday, so that will be a timely moment to consider our own future priorities within this context.

Quarterly Performance Report

Daria reported on Q4 and drew attention to a few particular highlights. These include the Welsh programme, which is delivering on diversity both in terms of the Welsh language and heritage but also gender - reaching gender balance in December, a very significant achievement. Our work in terms of indigenous communities and cultural heritage is growing, for example with the Cornish project in partnership with the Hypatia Trust.

Advocacy and promoting open knowledge continues to be a key area and we are very pleased that both the University of Edinburgh and Bodleian Libraries have extended their residencies, funding these fully themselves.

The Wikimedian in Residence programme continues to growing and there is an increasing expectation about the skills and knowledge that residents bring. We held a summit in November bringing residents together to share learning and practice and are developing (globally usable) resources.

Our lead volunteer metrics is 203 for the year, which DC has analysed to reveal that this represents 150 individuals. This includes key people from partner organisations as well as lead Wikimedians involved in UK projects and programmes.

The volunteer engagement survey was highlighted by DC, which shows, in addition to the metrics included in the QPR, that:

95% of respondents are likely to continue volunteering 74% felt that there were appropriate opportunities for them to volunteer 70% developed new skills

DC to circulate more information about the survey (which has just been completed and analysed).

The board discussed the survey and asked how the feedback will change the way in which we work, and whether the website in its current state is accessible and engaging enough. LCR and DC both mentioned more work is needed on website development including the volunteer portal. The need to unpack the skills question was raised and this will be taken into account when designing next year’s survey.

Overall, the board was very pleased with the huge growth in terms of delivery as recorded in the metrics, but some trustees were still concerned about the lack of a clear business model; particularly if this growth is to continue.

Fundraising update

LCR referred to the more general fundraising and membership update at the last board meeting and reported that plans for developing the membership were in progress, but that the last quarter had seen a focus on individual giving, addressed in this paper.

There has been a very positive response to our email campaign to individual donors, with 465 declaring Gift Aid as a result of the emails sent in December and February. We have established a closer connection to donors and NF is responding personally to all the emails and phone calls that we’ve received (which run into their hundreds). LCR thanked NF and DAJ for their work on this and made particular mention of Richard Nevell, who is providing crucial support despite fundraising not actually being part of his job role.

The board congratulated the team on this work and were reassured that our individual donors are now fully aware that they are supporting Wikimedia UK, rather than directly funding Wikipedia.

Policy update

The board discussed the policy update and schedule shared by LCR. The board referred to GovCom the previous decision to split policy responsibility between the CEO and the board, as it was considered that this did not properly reflect the board responsibilities for Policies setting.

Policy reviews

LCR reported that she had reviewed and updated the five policies in question and sought input from MM before consulting with the community, after which she incorporated most feedback received from volunteers. The board thanked LCR for her work on these policies, each of which was considered in turn as follows:

Safe Space Policy: LCR explained that this had been created as a response to a new requirement in our annual plan grant agreement with the Foundation. The board observed that safe spaces can be seen as a way of stifling debate and free expression, however LCR and DC responded that in practice it would be about ensuring inclusion. It was agreed that the policy should state that this is a requirement of the Foundation. The policy was approved subject to these changes.

Equality, Diversity and Inclusion Policy: It was requested that the protected characteristics be listed in the same order as they are in the 2010 Equality Act. The policy was approved subject to these changes.

Safeguarding Policy: The policy as it stands is compliant with legal requirements but falls short of best practice, which would be for all personnel interacting with children and young people to have DBS checks. LCR will re-write the relevant section of the policy to enable flexibility but with an emphasis on adhering to best safeguarding practice. The policy was approved subject to these changes.

Donation and Grant Acceptance Policy: It was agreed that the threshold for board approval should be £25,000 across all forms of donation, and that the Chief Executive should have the delegated authority to accept a donation, even where risks have been identified, of up to £5000. Essentially the policy needs amending to reflect the fact that unsolicited donations are the potential issue, not applications to trusts and foundations (for example). The policy was approved subject to these changes.

Volunteers Policy: Approved with no changes

Consent Items

Strategic Plan Update

This was felt to be a very clear and strong strategic plan, and was approved by the board.

Board in Camera Session

The board held a short in camera session

Board Committee and Financial Reports

GovCom Report

The proposal from GovCom to discontinue with the formal role of Board secretary (currently vacant) was accepted.

The board discussed succession plans and the need to appoint or elect a trustee with financial skills and expertise to take over from CC as Chair of ARC.

MM’s decision to stand down as Chair at the AGM was also discussed, and the need to identify the specific skills and experience the charity would like in a new chair at this point in its development. LCR offered to update the Chair role on the wiki and incorporate some points relating to the current strategic plan, to help provide a steer to the board.

It was noted that there is a power to co-opt another Board member, however it was generally felt that ideally Wikimedia UK would elect a Chair from the existing board. It was also noted that this was usually done immediately after the AGM, once the new board was elected. The rotation of board members was discussed and will be less of an issue this year because the length of a trustee term has been increased from two to three years.

Delegation of planning was discussed and it was agreed that LCR would take on any administration involved with expressions of interest going to Carol, as Chair of ARC and Vice-Chair of the board.

The motions proposed by GovCom for the AGM were approved.

LCR will lead on the AGM again this year and will produce the timeline within the next few weeks. She will also propose a motion for life membership.

There was a discussion about compliance with new data protection legislation that will require explicit consent for communications. This is an ongoing issue that LCR will lead on with support from NF and DAJ.

ARC report

CC updated the Board, highlighting the increase in reserves and plans going forward.

There was a discussion about whether the £15k contingency was enough, given that this is meant to cover additional office costs and leave cover (including but not limited to planned maternity leave during the year). It was agreed to discuss this following the office move agenda item.

The board looked at major risks, and it was noted that these will need to be disclosed in the annual report, with details of how the charity is mitigating risk. LCR observed that in the light of volunteer metrics from 2016/17, we may be overstating the likelihood of the volunteer-related risk.

Office Move

DAJ talked through her papers on the office move and highlighted the key options. She acknowledged the significant support provided by Nicola in getting to this stage.

Generally, the feeling amongst the board was that despite the small saving on rent offered by the Grayston Centre, Europoint was the better choice overall for various reasons including the building reception and the smartness of the the immediate area. At Europoint the charity would also have its own office rather than sharing a space with another organisation as at Grayston.

The board that the final decision should be delegated to LCR but that the board should be made fully aware (by email) of the costs it was committing the organisation to; with a comparison of Europoint and Grayston including one off and ongoing costs.

The impact on the current financial year was discussed, particularly in the light of the draft budget for which the current contingency would not be sufficient for a move to the more expensive option. It was agreed that the charity was in a good position to tolerate a small planned deficit and that a revised budget should be circulated to reflect this.

The lack of a clear financial model for the charity’s future growth was raised at this point, and the need to monitor the budget carefully going forward.

CC thanked the Senior Management Team for all their work on the board papers and closed the meeting.




Date of Next Meetings

Thursday 15th June, Development House, London.