Board Minutes 15th June 2018
Board Members: Josie Fraser, Carol Campbell, Lorna Campbell, Greyham Dawes, Jordan Landes, Michael Maggs, Nick Poole, Doug Taylor, Kate West; Wikimedia UK staff in attendance: Lucy Crompton-Reid, Daria Cybulska, Davina Johnson, Katie Crampton (minutes)
Nick Poole, Nancy Bell
Josie welcomed Sandy (interim CEO), Verity and Anjali (Kingston Smith), and Marnie (nominee trustee, observing) to the meeting.
Declarations of interest
Minutes of the previous meeting (10 March 2018)
The minutes of the previous meeting were agreed to be accurate.
There were no matters arising not dealt with elsewhere in the agenda.
Annual Reports and Accounts
So as not to detain colleagues from Kingston Smith, Agendum 14: Review and Approval of the Annual Report and Accounts for the year to 31 January 2018, was made the first item for discussion.
Carol reported, and KS confirmed, that the Annual Report and Accounts had been given an unqualified report. Carol regarded them as ready for signature. She regretted that the Letter of Representation had arrived too late to be included in the board papers, but advised that it was in a standard form, with which the Board would be familiar, and asked that she be authorised to sign. This was agreed.
Greyham noted that he and Kingston Smith had an honest disagreement as to the form of wording appropriate for the Annual Report. In essence he and Kingston Smith disagreed over whether the accounts could properly include reference to Section 1A of FRS102. This was his preferred option, and was, he believed in accordance with the Companies Act and SORP. Anjali Kothari, for Kingston Smith, regretted that she could not agree, and confirmed that guidance on statutory reporting from the Technical Department of Kingston Smith precluded the use of the wording Greyham preferred.
Doug agreed that the membership of Wikimedia UK expects a high level of transparency , but stressed that we cannot be seen by the Foundation to have issues with our auditors.
In view of this, it was agreed thatthe Report and Accounts should be accepted without the reference to Section 1A and Carol and Josie were authorised to sign the accounts and the word ‘treasurer’ after the signatory name would be removed.
Josie thanked Rich for for handling matters relating to the Annual Report and Accounts so well in Davina’s absence.
Greyham noted that the company would also issue a Strategic Report. This was provided in draft form for the board. He argued that it represented a significant improvement in our reporting to members and the wider public. The document included narrative reports, financial information derived from the audited accounts, a risk analysis and a link to the full Annual Report and Accounts. Board members were invited to comment, and to send edits and changes to the office by the following Monday. Kingston Smith were similarly invited to view the Strategic Report. ACTION: all trustees to review & comment on the Strategic Report.
There being no further discussion of the Annual Report, Verity Lucas and Anjali Kothari let the meeting.
The board papers included Sandy’s CEO report. He drew the Board’s attention to the following: Welcome to two new members of staff: Hannah Evans as Programme Coordinator in England, and Dr Sara Thomas as Scotland Programme Coordinator. Karla Marte would rejoin the company after her maternity leave ends on 8 August. Davina Johnson returns in mid July. Thanks to Rich Matthews for so ably filling the gap left by Davina during her leave. Thanks and farewell to Agnes Bruszik who has so ably covered for Karla. Following GDPR we have a new Data Protection Policy. Since it was published, (end April) there had been 15 requests for data and one request that we delete a person’s data. He noted that under GDPR deletion means deletion. There will be no back ups. Michael asked whether the 15 requests will be a huge amount of work as it might involve going into the emails and getting them redacted. It was agreed that Sandy should seek legal advice on this point. ACTION: Sandy to seek legal advice. Sandy and Daria went to Shrewsbury to meeting with the Welsh User Group, and discussed the memorandum of understanding with them, which has been drafted but not finalised. This would be followed up at Celtic Knot in July. Josie advised that for the external relations and advocacy part of the report that all board members who are doing advocacy let WMUK know so we can properly report on it. Lorna has been advocating, having done two keynote speeches about WMUK’s work, with another one coming up. ACTION: Lorna to notify office of advocacy work and to write up a blog post Josie thanked Sandy his work whilst Lucy has been on leave. Daria hoped that board members would be at the Celtic Knot conference. Josie and Doug said they would be there.
Quarterly Performance Report
Daria gave a brief overview of the report and invited trustees to read in full for more details. Our image upload metrics are behind target. We do however have in the pipeline work with the National Library of Wales and Wiki Loves Monuments later this year. She highlighted that we’re working more in depth with CILIP, with CILIP Wales doing particularly well on a database upload. It is an example of the work we’d like to replicate in England and Scotland. Daria will attend the Movement Strategy discussion in Vienna in early July. Our new Programme Coordinator, Hannah Evans, has picked up the work on the education side very well. This work focuses less on producing content but more on the digital skills, something we would like to develop even more into. We are partnering with UCL on a module about Types of Knowledge, to explore digital literacy further. Hannah, along with others, is working on an education booklet to compliment this. Josie asked that Daria ensure the education booklet has directions for how other institutions can get involved. In May Wicipedia Cymru reached 100,000 articles. She noted this is a real milestone for a minority language Wikipedia.
Wikimedia Conference 2018
Josie, Michael, Doug and Daria all attended the Wikimedia Conference 2018. Josie reported that there were a range of strands at the conference, with inclusion and diversity a specific theme. This tied in with the direction of the movement strategy. The call has been put out for engagement in the global strategy working groups. These support the nine thematic strategic areas which can be found here. Daria reported on the international strategy directive. Daria noted work would begin on WMUK’s new strategic plans in the current year and that the Foundation advised that we be proactive in taking into account the new strategy when we consider our own strategic plan. She was concerned about the level of commitment participation in a working group would require: five hours per week. She noted that whilst there is some budget in International Relations, it’s not on the same scale as this commitment and not something we’ve budgeted for. We have to consider whether this is something we potentially sacrifice our own programme targets for.
Doug noted that there is an open process to join these groups, each of which will be made up of 10-15 people. The expected commitment is a huge ask for volunteers and staff time. Josie agreed and said that there didn’t seem to be an adequate answer for how the resources to support this time commitment will be found. Nonetheless she understood the value of supporting the global movement. Sandy believed that WMUK had a strong interest in taking part and leading on some issues. Doug noted that we’re the largest English speaking chapter and questioned whether it’s appropriate for us to bear all the costs of the strategic plan at the expense of our own projects. Greyham commented that our own strategic plan has to be written this year for the next three years, so if we can show engagement with the movement strategy it could bring the two together. Josie pointed out that the deadline for application is June the 25th, so there’s inadequate time to consult with other Chairs and other chapters. Lorna agreed with Josie that resourcing has to be given proper consideration, and digital labour should be compensated. It was agreed that Doug would circulate the call for volunteers, and that Daria should put herself forward. Daria would discuss with Lucy, Stuart and others whether they wished to do so too, and would talk to the Foundation re compensation for staff time. ACTION: Daria, Doug. Josie attended the Chair meeting, which was valuable but did not provide adequate time to talk to other Chairs. She would follow this up at Wikimania in Cape Town in July. Michael spent much of the conference discussing Wiki Loves Monuments. He again volunteered to lead on the UK Wiki Loves Monuments process. He noted that the actual architecture was out of his hands and had been built in accordance with the Foundation’s policies. It would not, for example, be possible for Wales to submit separate entries to the international competition. He had good meetings with the Ireland user Group and would work further with them.
Doug reported that he did training on behalf of Wikimedia UK for new boards, an initiative that we started which helps new chapters that are just starting to hire staff and trains their board to handle the chapter. This is an area of our work which is worth noting, as whilst we’re known for GLAM and residencies we also started the initiative of helping other chapters’ boards. Doug is overseeing the diversing of board training out to regional conferences, and is still on the GLAM Board so should be able to help with this handover.
There were no further comments on GDPR.
It was noted that there are no elections for board meetings at this AGM. Sandy reported that three resolutions had been distributed to members and that there had been no requests for more resolutions from members. We do have a great venue at the Flett Events Theatre in the Natural History Museum, which Sandy and Katie have viewed. We have three speakers booked; Corey Stoughton, the Campaigns Director for Liberty. We also have Helen Hardy from the NHM to talk about their Data Portal, which they’ve said was started partly in thanks to us. Gareth Morlais from the Welsh Government will be speaking about WMUK’s work in Wales. There’ll also be opportunity for the membership to engage with the strategy process, awards for the Wikimedian of the year, and lightning talks. Doug noted that the online community mainly interacts online, so this will be a great opportunity to get them in the room together and thinking about the future of WMUK.
In further discussion is was noted that the membership is currently a little over 500, and that 10% of the membership must vote for the meeting to be quorate. Proxies are permitted. ACTION: Katie and John to include a link to become a member on any comms that go out about the AGM.
Wales User Group
The user group is now up and running. Sandy, Daria and Robin met with representatives of the group on 11 June. It does not yet have a formal structure of office bearers. The discussion was productive and there were broad areas of agreement. Some issues raised include the exact name of the group, reporting and metrics, and ensuring that communications, especially on social media, were done in a way which advanced the objectives of both organisations, and which made it clear who was responsible for content. Following the discussion Sandy drafted a memorandum of understanding. This will form the basis for further discussion with the Wales User Group regarding identity, collaboration and reporting to the Foundation. Separately Michael had discussed Wiki Loves Monuments with Robin Owain. ACTION: Sandy and Daria to follow up at Celtic Knot.
Scottish Charity Registration
Sandy asked for the confirmation that the board wished to register as a charity in Scotland. It was agreed that now we have staff member based in Scotland, this was necessary. Sandy confirmed that we are applying for recognition as a cross border charity and that the appropriate documentation had been completed. ACTION: Katie to file the papers.
Subcommittees and Financial Reports
It was noted that there were no limits on independent membership of subcommittees, except that external members could not outvote trustees on any issue. It is therefore in order for Gov Com to have three external members. These are currently Susan Williams, Alastair McCapra and Megan Griffith Gray Carol reported on the recruitment process for a treasurer and new chair of ARC. In view of their specialist skills, Marnie Woodward and Jane Carlin were recommended for appointment to the board as Treasurer and Chair of ARC respectively. Carol asked the board to approve the recommendation. This was agreed unanimously. ACTION: Katie to amend the minutes of GovCom to ‘recommendation for appointment’ rather than ‘appointment’.
The board received the QFMR in the papers. Carol noted that we are unlikely to meet the fundraising target set in our target for the year as Lucy isn’t present. She was pleased the audit had produced an unqualified report. She noted that there are some matters (end of employment procedures, policy of accruals) which need to be addressed in the Financial procedures, but that this had been postponed to a later date. Greyham reported that the bank sign-off limits for staff have been altered to match the board policy. It was agreed that when Greyham steps down as treasurer, Michael will act as interim account administrator, until such time as Marnie had completed her induction and was ready to take on the role. Carol reported that in view of recent difficulties booking flights and hotels, ARC had agreed to increase the spending limits on company credit cards to a total of £8,000. These would be split as follows: CEO £3,000, Chair and Programme Manager, £2,000 each, Finance Director, £1,000. The board endorsed this arrangement. Carol reported that ARC believed the risk register was appropriate to current circumstances.
Items for review and approval
Strategic Report with supplementary information
A draft of the Strategic Report was included in the board papers. The report presents the achievements of Wikimedia UK from the past year’s Annual Report, and cross references them to the audited Annual Accounts which the board receives and approves. Trustees were invited to comment. The response was favourable, but many amendments were required. It was agreed that written edits would be sent Katie by 9 am on 18 June. ACTION: all trustees to review and comment
- The board unanimously agreed to send the minutes of the 2017 AGM to the 2018 AGM for approval.
- The board approved the agenda for the 2018 AGM.
- The board agreed the resolutions for the 2018 agenda.
Filings for Companies House and Charities Commission
Sandy noted that the updated Memorandum & Articles of Association did not appear at either Companies House or the Charity Commission. He had prepared clean copies of both. The board agreed that these should be signed and submitted. ACTION: Sandy.
There was no further business; the meeting closed at 8.30 pm.
Date of next meeting
Friday 14th - Saturday 15th of September 2018.
Josie Fraser Chair