Minutes 2017-06-15
Board minutes 15th June 2017
The meeting was held at Development House, London. The meeting opened at 6pm with Michael Maggs in the Chair.
Housekeeping
Present
Board Members: Michael Maggs, Nancy Bell, Carol Campbell, Lorna Campbell (left at 7pm), Greyham Dawes, Josie Fraser, Jordan Landes, Nick Poole, Doug Taylor, Kate West (arrived at 7.10pm)
Wikimedia UK staff in attendance: Lucy Crompton-Reid, Davina Johnson, Nicola Furness
Apologies
None
Declaration of interest
No declarations of interest were made.
Minutes of the previous meeting
The minutes from the Board Meeting on 11th March 2017 were approved without amendment.
Matters Arising
None.
Chief executive reports
Lucy spoke to the Chief Executive report. She highlighted the fact that we are currently on track against our key targets and noted that as of this year we have moved away from global metrics and are now using grant metrics (as required by the Wikimedia Foundation). The board were informed that we have found a replacement for Karla’s maternity leave who will be joining Wikimedia UK three days a week. The board sent their best wishes to Karla. We are also advertising for a trustee role to eventually take on the role of chair of ARC.
Lucy summarised her experience of the Big Fat Brussels Meeting and will circulate some more detailed reflections with trustees by email. The chapter has been involved in contributing to the Wikimedia movement strategy, of which we are just about to enter the third cycle. There has been some movement in the dates of the various stages of the process as the Wikimedia Foundation will be inviting endorsements of the final strategy. Nick questioned whether there would be any conflict by us giving our endorsement to the movement strategy in terms of Wikimedia UK’s own strategy. Lucy answered that there has been nothing conflicting so far but that she would consult with the board and ensure adequate discussion of any issues before endorsing the movement strategy. We have received some funding from the Foundation to hold a dinner for partners which will take place on 12th July 2017. Nancy suggested she would like to have a conversation to discuss what we’re hoping to get from our partners, and Lucy clarified that we will mainly be following the discussion guide created by the strategy team. We have started sending invites to partners and the guest list will be finalised in the coming weeks.
Quarterly Performance Report
Lucy spoke to the Quarterly Performance Report and confirmed we are on track in terms of most targets but that at this stage of the year there are no particular trends to be drawn out from the figures. We have been working on a Welsh reader survey to discover what motivates people to read Welsh Wikipedia, and more information is available on the results if any trustees are particularly interested.
We are also building up to the Celtic Knot event in July which will further showcase our work with minority languages; and will be supporting Edinburgh University with a push for further registrations between now and the event. Nick praised Wikimedia UK for their extensive programme and Nancy commented that we should consider how to use the report to inform other communications.
Board Committee and Financial Reports
GovCom Update
There was no update from the Governance Committee as there was no meeting this quarter.
ARC Update
Carol spoke to the ARC report and thanked Lucy and Davina for their work in allowing everything to run smoothly. The most notable point is the fact that the budget has been reforecast based on more accurate costings involving the office move and staff changes.
Nick questioned where the chapter is in terms of data protection and new legislation. It has been added to the risk register as an amber risk and it was agreed at the most recent ARC meeting that we need to work on this in more detail.
Josie also brought up the issue of ransomware and it was agreed that a report would be prepared for the next board meeting in conjunction with the office move, as a starting point for further discussions about data recovery and other internal risks. Nick offered to share his recent experiences on this matter.
Davina spoke to the office move paper. Davina informed the board that we would be asking for the lease to include permission to build a partition to create a meeting room.
Lucy and Carol spoke through the Major Risk Register and a discussion followed with regards to controls in place and whether this allows some major risks to be downgraded. It was agreed that this could be looked at again when the Major Risk Register is next reviewed by ARC in detail (which usually takes place every nine months). Josie also commented that it would be useful for dates to be added to further actions.
Chair Election
The board unanimously voted for Josie Fraser to become the new Chair of the board of Trustees for Wikimedia UK. The official handover will be during the AGM on 15th July 2017. Michael commented this was a very positive step as the charity is in a good place to push forward with education.
A conversation about trustees followed. The board will have three vacancies and three candidates, all of whom are existing board members seeking re-election.
Consent Items
Annual Report and Accounts for 2016/17
The Annual Report and Account for Wikimedia UK is close to being signed off. Kingston Smith have asked for some minor alterations to the narrative relating to disclosure methods used to recruit and appoint new trustees, procedures and policies for induction and training for trustees, and arrangements for setting pay of Key Management Personnel. The board agreed to delegate these changes to Michael and Lucy. Greyham reported the discussions between himself and Kingston Smith concerning the adoption of Section 1A. He outlined the advantages for the charity by pushing to adopt this and it was agreed that this issue would be reverted to the board if there is any expected impact on the report.
AGM update
Lucy spoke through the 2017 AGM agenda and schedule for the day, and noted her thanks to Jordan for offering Senate House Library as a pro bono meeting space for the AGM.
The only change to the board resolutions compared to last year are from an annual independent examination to an audit. The text of the resolutions was unanimously approved.
The board agreed they were happy for the draft minutes of 2016 AGM to be presented for approval at the 2017 AGM.
Lucy discussed the charity’s progress with increasing membership figures. All historic lapsed members were emailed encouraging them to renew their membership, and 43 had renewed at the time of the board meeting. It was also confirmed that existing membership privileges including the ability to ask to borrow equipment and to apply for grants would no longer be exclusive to members as the systems we have in place do not allow for easy differentiation of donor income and membership income for the sake of Gift Aid declarations. Equipment loans will remain subject to approval by the CE. There was a consensus that members do not pay £5 a year for these privileges and these changes would have little effect. Lucy also told the board of our plans to email all of our existing donors asking them to become members. Future plans also include inviting current partners to become organisational members. Lucy will report on membership numbers at the AGM.
AOB
The board held a discussion with regards to succession planning in terms of existing trustees and the necessity (or otherwise) for the Treasurer and Chair of ARC to continue to be separate roles.
Greyham also discussed a matter he has brought to Lucy’s attention, whereby a colleague of his is asking for letters of support to be sent to the Secretary of State at DCMS, asking for legislation to enable the direct conversion of charitable companies and CICs to charitable incorporated organisations (CIOs). Lucy confirmed that she will send a letter on Wikimedia UK’s behalf in support of the wider voluntary sector.
Board In Camera Discussion
The board held a short in camera discussion.
Date of Next Meetings
Friday 8th - Saturday 9th September 2017 during the Board Away Day at Dean College in Chichester.