Minutes 2019-03-24

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Comment These minutes are in draft. They have not yet been formally approved, and they may not accurately reflect the discussions and decisions from the meeting.

Board Meeting Minutes 24th March 2019

Housekeeping

Present

Josie Fraser (in Chair), Nick Poole, Doug Taylor, Michael Maggs, Sangeet Bhullar, Jane Carlin, Marnie Woodward. Staff: Lucy Crompton-Reid, Daria Cybulska, Davina Johnson, Katie Crampton (minuting).

Introductions and Apologies

Apologies from Kate West.

Josie warmly welcomed our new trustee Sangeet Bhullar, whose expertise in digital literacy and digital citizenship for young people is likely to be very helpful in the development of our education programme.

Declarations of interest

None.

Minutes from previous meeting

The board approved the minutes.

Matters Arising

The Wikimedia Summit is next week, which Lucy, Josie and Daria will all be attending (Daria as the leader of one of the working groups).

There was a short discussion about the risk of funding cuts from the Foundation as a result of the ongoing movement strategy work, and the need to replace revenue in the medium to long term.

CEO Quarterly Report

Lucy gave the CEO report, the full version of which can be found here. We are now at the end of the financial year and our three year strategic plan, and so there are a number of evaluation documents available for trustees and the wider community to assess our achievements against numeric targets and qualitative indicators.

Lucy highlighted the following key metrics from the 2018/19 financial year:

  • We involved 7392 participants directly in our activities, compared to 6252 last year
  • 1,133,157 Wikimedia articles were created or improved as a result of our work
  • There were 336 leading volunteers
  • Half of the chapter’s leading volunteers over the past two years have been women
  • Volunteers contributed 23,168 hours of their time
  • 92% of the community leaders who responded to our annual survey would recommend volunteering with Wikimedia UK

WMUK started measuring volunteer hours at the beginning of this three year period and have seen it increase every year.

Lucy commissioned a report on our work from February 2016 to January 2019 from former staff member Agnes Brusnik. This has been completed by Agnes but Lucy will be editing the document before circulating to trustees.

The Q4 Performance Report is included in the papers.

Planning for 2019 - 2022 is ongoing, with lots of different discussions feeding into the new three year strategy.

Staff and board update: Richard Nevell has returned from English Heritage on a part-time basis, but will be full time from April after he’s wrapped up his work there.

The Communications section included links to various videos John’s been working on.

Lucy has been invited to give various talks and presentations, as highlighted in her report, and her paper for the Creative Commons Global Summit in Lisbon this May was accepted. She also reported on recent European advocacy work, as she had emailed 23 MEPs urging them to vote against Article 13 (now 17) in the final vote on the EU Copyright Directive, taking place next Tuesday 26th March.  

Major Donors are listed in the CEO’s report. All are repeat donors, and all individual donors have declared for Gift Aid.

Nick noted his congratulations to the team for a significant body of work. Michael added that the board papers themselves were very good and clear to read.

Quarterly Performance Report

Daria highlighted some of our more innovative activities during the quarter, including several technology projects. She noted that with more technologically advanced projects emerging, it we have to skill up our community.

Robin spoke at the Language Technology Conference at Bangor University, where he also spoke with the Minister of Welsh and Technology.

The Edinburgh University resident’s post has been made permanent, in recognition of the value of this work across the whole University. Including Wikimedia activities in the university’s Athena SWAN plan also made a difference.

We are currently supporting the recruitment of a Wikimedian in Residence at Coventry University. This post will focus on developing digital skills and ‘decolonising the curriculum’ which fits into both our education and our knowledge equity programme strands.

Josie thanked Daria for the report and questioned whether she was happy that the targets were set at an appropriate level, as they had all been achieved. Daria explained that we were quite cautious with setting targets for the year because of changes in team. The good results in the metrics indicate that we’re more flexible and resilient than we thought.

Doug suggested that we need to have a discussion about Wikidata, and about whether we are positively embracing this as a chapter given the antipathy some members of the wider Wikimedia community feel about the project. The arguments against Wikidata are that it’s not reliable and easy to vandalise. Lucy pointed out that Wikipedia had similar problems in the early years, and felt that we should be trying to facilitate Wikidata to get better; but acknowledged that we need to be sensitive to community concerns.

Marnie wanted to know if our targets have been set for 2019/20. Lucy explained that the grant metric targets have already been submitted to the Foundation as part of our proposal in October, and were presented to the board in September. Additional metrics and accompanying targets will be shared with the board at the June meeting.

Wikimedians in Residence Impact Report

In 2017 Daria undertook a piece of research into the long term effects of Wikimedians In Residence. After a few false starts this has now been designed by the same designers who have produced the postcards, and it will go to print next week (although a version was available to share at the board meeting, printed on the office machine). We are also creating a shorter version of the report, along with more general information about the residency programme, to use as a promotional tool - as the report is long and will mainly be for existing stakeholders and potential new host organisations.

Doug suggested that we should try to get the report published in an online academic journal, and will send some potential ideas to Lucy. There may also be an opportunity to give a presentation at Wikimania on how to structure a programme for impact, drawing on some of Daria’s key findings.

Action Katie to send several copies to all trustees when they are available. The report will also be available online as a PDF.

Marnie questioned how partners come to us, as it seems we have plenty approaching us and it’s about our capacity to work with them. Lucy confirmed that it’s a mixture of proactive and reactive. Many of the potential partnerships have come from Lucy and others speaking at conferences and networking.

Josie asked for the report to be openly licensed and to include details on attribution.

Three Year Review

Lucy has commissioned a report on our work over the past three years in order to 1) summarise progress against our quantitative indicators over the past three years, 2) pull together the qualitative highlights of our programmes from our annual impact reports and other documentation, 3) provide some light touch overall analysis of how our work over the past three years has delivered on our 2016 - 2019 strategic framework and the short to intermediate outcomes identified in our logic models, and 4) describe any unexpected outcomes that came to the surface in the process of pulling together this report. The report has been written by former staff member Agnes Bruszik but needs editing and will be circulated to the board once Lucy has done this. Neither Lucy or Daria are aware of any other organisations within the movement who have produced something similar, as our reporting is usually just on an annual basis.

Board Sub Committee Reports

GovCom Report

Josie gave the GovCom report, the full minutes for which can be found here.

The actions log has been updated with actions completed since these minutes were taken. Lucy noted that it may be worth moving the action log to a separate document with a rolling log, as we’ve done for ARC. Action to change MW typo in action log and corresponding minutes from MW to MM.

Action: Josie and Jane to arrange calls between GovCom and ARC meetings.

At the July AGM we will have a number of trustee vacancies. Some board members will be standing again, however we will need at least two new potential candidates to be nominated or to put themselves forward. Action for Lucy or Josie to email board members with our priorities in terms of skills, knowledge and experience. Nick mentioned that CILIP are actively soliciting young professionals to board, and that age should be an aspect of diversity to consider. Josie reminded the board that we can invite people to join subcommittees without them being full board members.

AGM resolutions

GovCom discussed the resolutions needed for the 2019 AGM, which Michael drafted and circulated for the board to review.

The following standard resolutions are proposed:

  • To hold an election for board members. This includes some standard wording around more than 4 people being elected at the same time. In the event you have 5 people elected on the same day, new trustees will have staggered terms for reelection, so as to mitigate the risk of a large number of board members’ terms coming to an end at the same time. Election is held on single transferable vote, all members can vote at the meeting or by proxy in advance. If it turns out that we have 5 spaces and 5 candidates we don’t have a single transferable vote, we have a confirmation vote just on majority.
  • To note the annual report and accounts.
  • The AGM has to set the membership fees, proposing to keep it at £5. Nick questioned why it is £5 at all if not for fundraising? Doug answered that the original thought was that the fee is just enough for one person not to be able to submit a large amount of new members themselves. Our end game is not how many members, it’s how effective the charity is. We have to be a membership charity as per agreement with the Foundation. The board raised that the aim of the membership needs to be clearer, action for Lucy.
  • Motion to appoint auditors, keeping Kingston Smith.

Michael outlined the reasons behind the proposal for a special resolution to reduce our quoracy requirements from 10% of the membership to 5%.

The Board unanimously agreed the proposed standard resolutions and the special resolution.

Honorary Membership

Michael has prepared a paper on honorary membership in response to previous discussion on life membership. In addition to presenting this paper, he noted that GovCom were recommending that Carol Campbell and Greyham Dawes be awarded the first honorary memberships. He also clarified that the proposed honorary membership will be to recognise significant contributions to Wikimedia UK, and is not something that every trustee will receive when they leave the board.

Our articles state the board is not allowed to set up new classes of membership, and honorary membership will not be a new type, but a courtesy power to waive fees each year. Membership will still be reviewed by the CEO annually. If we decide to withdraw honorary membership we do not withdraw their membership, only our waiver of the annual membership fee. There are no changes to this membership’s rights or obligations.

Doug asked that Mike Peel be considered for an honorary membership in future.

It was agreed that GovCom will make recommendations on membership to the board, but that all staff and trustees are welcome to suggest names for discussion at GovCom.  

Nick suggested that we needed a fairly tight criteria for what sort of activity would qualify for honorary membership, so the ongoing management of a large number of honorary members does not become an issue in later years.

The board unanimously agreed this new policy, and agreed that the first honorary memberships should be offered to Greyham and Carol, probably in some kind of ceremony at the AGM. Action: Lucy and Josie to follow up.

ARC Report

Jane gave the ARC report, for which the full minutes can be found here.

The minutes were noted.

QFMR

For the year end numbers, the majority of our income sources are our FDC grant, gifts in kind, and donations. The main areas of expenditure are staff costs, gifts in kind, and partnership programmes. We have a surplus of £15.8k, which is £27.8k more than the budgeted deficit for the year of £12k. There was an underspend in staff costs.

For partnership programmes there was sizeable grants to three organisations. Marnie questioned whether this could set a precedent to potential partners that we are likely to fund future activities. Lucy explained that in the past, Wikimedia UK generally funded Wikimedians in Residence projects in their entirety but that we have moved away from this model in the past few years, with occasional seed funding or match funding where necessary to make a project happen.  

For generating income moving forward, we need to decide what proportion should be from the Foundation, what should be from supporters, and what should be from new business. Nick proposed we should be investing in new business now and that a plan for this needs to be created. Jane highlighted that this risk is adequately represented on the risk register, but we should have more actions on what this risk means. Doug suggested this be part of our target for three year strategy, taking into consideration that 30% of our income is from the Foundation, while 70% from other sources.

Nick questioned why there was an underspend on external relations and advocacy. Lucy explained that this is primarily a phasing issue, as most of the cost of printed materials falling into the new financial year rather than 2018/19.

Figures have been subject to audit, Davina hasn’t had the manager’s review but she doesn’t expect the bottom line to change.

2019/20 Budget

Jane and Lucy presented the updated budget for 2019/20. They noted the new format of presenting these figures and asked for board feedback on whether this was helpful. Nick felt that this was a positive move.

Jane noted that several of the expenditure lines in the budget now have more detail than at the last meeting, when Lucy was only just back from leave and Jane had just started as Chair.

Lucy highlighted the technology budget, where we have budgeted around three times as much for contractors compared to last year, and additional resource for IT support and consultancy. Davina added that there is room in the budget for a third technology contractor if necessary, in addition to Tom Morton and Jo Brook. She also confirmed that much of the IT spend is already committed as we are taking on a support contract for CiviCRM from Veda.

Josie was concerned that technology is a very low percentage of our budget, and questioned whether we should be looking at budgeting for growth and where we’re wanting to go strategically. She also highlighted the reputational concern in not putting enough resource into technology given the nature of the charity. Lucy explained that the technology figures highlighted are only those related to the office and infrastructure, and that there is additional budget for web development (in the external relations and advocacy budget), plus the programmes budget can support technical development within this context. Lucy also highlighted that we work a lot with open source and community tools, which don’t tend to have budgetary implications.

Lucy has budgeted to continue supporting EU Advocacy Group but at lower level than in previous years with a contribution of 3000 Euros.

Action: It was noted that staff costs movement should be in red.

Nick commented that our reports read as a machine that’s running smoothly, rather than a growth strategy, and questioned whether we have got what we need within the budget to deliver growth. Lucy noted this observation.

The budget was unanimously agreed by the board.

Lucy’s paper about financial delegation highlighted a number of small changes that the board were asked to approve:

  1. Changes to delegation authority
  2. To continue with the current scheme of delegation
  3. To reinstate the 10k online banking authorisation for Daria and Davina
  4. Marnie replacing Michael on banking mandate

The board unanimously agreed all these changes.

Risk register

Doug asked for more clarity on the numbers, as those referred to in the ARC minutes didn’t match those on the register. Lucy explained that she had been asked by ARC to simplify the numbering system on the risk document, which she done prior to the board meeting.

There was a discussion about the specific risk of losing our grant from the Foundation. Lucy defended the risk indicated in the register and it was agreed that this was as accurate as it’s possible to be at this stage.

There is a typo on the register as the total risk for Number 4 should be 9.

We should rephrase the risk around the potential breakup of the union.

There was a request to put the risk register on Excel. Action for Katie to do this before the next ARC meeting.

GDPR

The implementation of GDPR is moving forward, led by Davina. This is linked to the work currently being done on CiviCRM by Veda.

Technology

The servers have been migrated.

Board wiki action: Michael to give access to Marnie and Jane and Sangeet. Davina to look into setting up a possible ticketing system for actions like this.

Consent Items

Pensions

WMUK currently pays 6% of gross salary into a pension scheme and requires no employee contribution. The total contribution required by law is increasing in April from 5% to 8% of an employee’s qualifying salary. While most staff are already covered, as they are making a contribution in addition to Wikimedia UK’s 6%, there are currently three staff who don’t make any contribution and will be affected by this change.

Lucy and Davina have made a proposal, agreed by ARC, that the contribution from Wikimedia UK will remain at 6% and all current and future staff will need to make a personal contribution to make up the difference.

The board unanimously agreed this proposal.

Sangeet left the meeting at this point.

Rebranding Wikimedia

Lucy will be meeting with the Wikimedia Foundation’s senior brand manager and Creative Director to feed into the discussion of rebranding Wikimedia to Wikipedia. There have already been some board discussions about this by email, and Lucy facilitated a staff meeting about the issue, so has lots of feedback to bring to the conversation. Josie is concerned over the sustainability and visibility of smaller projects, and would like more information on what the financial and legal impact would be at a local level and how this would be supported. The consultation process is going on until May.

AOB

None.

Date of next meeting

1st July 2019.