Board Meeting Minutes, 5-7pm 12th December 2019
- 1 Housekeeping
- 2 Reports
- 3 Board Committee and Financial Reports
- 4 Discussion items
- 5 Consent items
- 6 AOB
- 7 Date of next meeting
Board: Josie Fraser (in Chair), Nick Poole, Doug Taylor, Sangeet Bhullar, Jane Carlin, Marnie Woodward, Rod Ward, Andrea Chandler. Staff: Lucy Crompton-Reid, Davina Johnson, Daria Cybulska, Katie Crampton (minuting).
Review and Approval of minutes of the previous meeting
The minutes were formally approved.
LCR reported that following the last board meeting she had asked Kiwix a number of follow up questions about the potential implications of acting as their fiscal sponsor in the UK, and is awaiting a response.
CEO Quarterly Report
LCR presented the CEO report.
Wikimedia UK has been awarded the full £335,000 grant that we applied to from the Wikimedia Foundation.
LCR reported that she has written a proposal for a substantial grant from a major funder following meetings in August and September. Most of the funding would be used to support Wikimedians in Residence, however there is a significant element of cost recovery that has been included in our draft budget for 20/21 (which will be discussed later in the meeting). We are anticipating that the proposal will go for final approval at a grant panel meeting in April 2020.
LCR is currently finalising a funding proposal to the Foundation for £25,000 a year for two years towards the costs of a fundraiser. NP highlighted that there is a risk in terms of the Foundation reducing the grant as they think we’re covered by the income from a fundraiser. LCR noted that it would be worse if they reduce our grant without us growing fundraising first. We need to be realistic about the fact that the amounts likely to be raised by a single, perhaps part time fundraiser or fundraising consultant would not be able to replace the WMF grant in its entirety, which LCR has made clear in the proposal. She also noted that we are one of the few chapters that already has a mixed funding model, with around half of our income coming from the grant.
External relations and advocacy - LCR included links to articles WMUK has been featured in and the coverage we’ve received in the Sunday Telegraph, which included a substantial quote from Lucy about our work to address the gender gap. JF noted that it’s great we’re getting so much coverage, but asked if we are working to a schedule as the posts to our blog seem a bit uneven. LCR responded that she hoped the new appointment would result in a more planned approach. JF highlighted the need to be aware of the very undifferentiated narrative of editors and sexist men. LCR noted that John Lubbock has nearly finished a long form video on the gender gap, which includes interviews with active editors including Jess Wade and Roger Bamkin.
NP highlighted that it’s not 100% clear what our communications strategy is, as the exposure seems great for a very engaged community but others outside of that community are unlikely to know. LCR explained that the period covered by our existing strategy has come to an end, but given the change in the communications function it makes sense to wait until the new Head of External Relations is appointed before developing the next communications strategy.
JF noted that for addressing gender discrimination some people would like to help even if they don’t know how to edit, so need a call to action to donate or some other ways to get involved.
For the work with Pen International, LCR explained that the event went ahead but without Wikimedia UK listed as partners in the end - as after talking to the Foundation’s legal team we didn’t want to do anything to jeopardise the human rights case that they’re bringing against Turkey. Because we are increasingly thinking about international programmes, e.g. Amnesty and BBC, we need a protocol to speak to the point around political sensitivities, as we’ve been quite organic and need to formalise.
LCR recommended watching the video from our Wikimedia 2030 strategy consultation event with young people in Wales, who were invited to talk about the future of Wikipedia. It has lovely testimonials and tells a great story about this work in a short video.
LCR outlined the changes at Foundation, with the Community Engagement department being dissolved. The grant making team is moving into the advancement department, which is their fundraising team. Lorna asked what prompted this, LCR explained that she thinks it’s partly that they have not been able to find a suitable person to lead the department (although there are undoubtedly other reasons). LCR has increased the risk of the relationship with the Foundation on the risks register. JF agreed that it would be good to discuss with others in Berlin. Doug is being sent to Brazil by the Foundation to deliver training.. JF noted the need to review key stakeholder partners.
LCR will be going to Oslo in January for a rebranding workshop, with the costs of her trip covered by the Foundation. She explained that the Foundation is almost certainly rebranding but that it will be optional for chapters. We will therefore need to consult with staff, trustees, volunteers and partners next year to decide whether we opt into this rebrand. JF suggested a March meeting to discuss what the board would like to recommend to the members, followed by a vote at AGM. MW would be interesting to know what the new Head of External Relations thinks. They should hopefully be in post by the time of the AGM, but probably not by March.
The Board would like to formally thank John, noted that he’s done some brilliant things and certainly moved things forward in terms of our communications work.
Lucy outlined the cover arrangements for Karla’s maternity leave, which will start in January.
Quarterly Performance Report
DC gave the quarterly performance report, highlighting a few things that are different or of interest. She noted the growing use of technological solutions to support the development of underrepresented knowledge, and the continued high level of Wikidata work. She also highlighted emerging initiatives around the idea of a national aggregator for collections data, which will be the focus of the next Partnerships Advisory Board meeting.
Looking at digital literacy, university courses is an area of growth, however we are very reliant on the Outreach Dashboard - a piece of software which is voluntarily supported by the Wiki Education Foundation who are now hoping to monetise this. As an aside, LCR reported that the Wiki Education Foundation operates primarily in North America, but are currently pitching for work delivering online courses for UK audiences and markets.
The performance report includes a case study about the youth salon.
For the challenges we’ve had to work with, it’s interesting to look into stats of Wiki Loves Monuments. There were significantly fewer new users in 2019, and Richard Nevell is talking to Seddon about potential reasons for this. Early next year we will have a debrief with Michael Maggs, and will look at the future of the competition. There is an idea of an exhibition at Senate House. MW highlighted that colleges encourage photography students to enter competitions so could engage there. AC noted that people who are retired would be good.
DT noted that WikiData seems to be becoming a recurring theme, it may be worth pulling together a set of resources.
LC reported that Edinburgh University in the process of putting in applications for internships over the summer. Ewan has put in an application for an intern, which won’t happen until next June. Need to ensure that the internship in Edinburgh could feed into bigger resources and everything is joined up.
JF was delighted we’d done the salon, wants to get more young people involved. LCR reported that Robin is pursuing one of the ideas for a Live Chat on Welsh Wiki, testing out as a live idea.
LC added that we may have noticed UNESCO has put a pass on resolution on open educational resources, it contains the requirement to check back up on governments. DT highlighted that if we get in first we can give them something they can use we can have control of the narrative.
SB impressed that there’s a real opportunity to do more in schools. Noted that it would be nice to start a little bit younger, the training doesn’t have to be complicated, could be videos that talk about the work, see how we can increase our work for those opportunities. LCR agreed that her and SB need to follow up this conversation. JF liked the idea of getting some kind of advisory group to support.
MW was impressed by the number of well known institutions WMUK is working with.
Short oral report from Wikimedia 2030 writing sprint
There was a writing sprint, need to finalise because needs to go into another round of community consultation soon. It’s become more sensible but not as punchy, with a lot around decentralisation. Our role as WMUK will be to ensure our community has the opportunity to feed in. There was a revenue streams working group, their recommendations are quite different to everyone else. The seismic thing is that’s there’s a shift towards platform structure, decentralisation is very much there, regional and thematic hubs are very popular. DC/LCR exploring potential for us to become hub for WiR.
Board Committee and Financial Reports
Report from Govcom
JF gave report from GovCom. Main thing discussed was board and subcommittee membership. JF had met with a number of potential new trustees, and was in the process of shortlisting which will be circulated in an email with recommendations for two people to co-opt. Can be discussed by email or have conference call, JF will make recommendations and will want to know opinions. Nick - would be good to have a person specification, and more information to decide. JF noted that we have identified skills gap from the trustee questionnaire, so worked from that basis. LCR noted that the responsibilities and requirements of all trustees, and expectations around experience, is on the wiki. Will bring the board up to eleven if we appoint two people now. ARC delegated to recruit new members. LCR noted that co-opted trustees still have two year terms, as this wasn’t changed when the term for elected trustees was increased to three. The maximum time that either an elected or co-opted trustee can serve for is six years.
Discussed the Wikipedia rebranding. There’s a meta page which Doug will circulate.
GovCom agreed to have the AGM in London.
Report from ARC
JC gave the report from the ARC meeting. As the board can see from the minutes, there was a long discussion around the level of deficit planned for 20/21 and fundraising activities. DAJ presented a paper on reserves, which now needs to be turned into a draft policy. Didn’t have Kingston Smith fees so will have for January. On the last page there’s a consent item - authorisations on online bank transactions, there are three trustees who have unlimited access plus LCR. The online authorisations are more complicated and involve staff, only three trustees involved, any over £10k needed two trustees signatures, Sangeet volunteered but would require a huge change on mandate at a bad stage, recommendation to raise LCR’s threshold to £15k in order to pay the rent, she still needs to have a trustee as second authoriser. All in favour.
QFMR and commentary
Third quarter results are looking healthy, with a surplus of £10k. We have forecast to break even by the year end. Major donations have exceeded target, and partly covered the attrition of direct debits. Gifts in kind are 24% above budget. Staff costs are up as agreed by the board following the strategic review, and we have seen savings on governance.
End of year projection - budget is on course. We anticipated a deficit this year, but are likely to break even. One of the figures in here, was £25k in project funding, which hasn’t been achieved. MW noted that any such project funding unspent by the end of the year would need to be reported as restricted funding. JF asked why we only raised £2k. LCR explained that project funding was a new line in the budget and that we have not managed to raise additional project funds from trusts and foundation - but noted that this meant expenditure was at the same level, so it hasn’t affected our bottom line. Gifts in kind our over budget by a similar amount so there has been a lot of activity happening, just funded by partners rather than directly by us. Nick asked why there are underspends cropping up. LCR explained the underspends haven’t generally been in programmes but in support or administration (including governance).
Draft Budget for 2020/21
MW thanked DAJ and LCR for the comprehensive materials brought to the ARC meeting. As a result of discussions at that meeting, LCR has updated the budget commentary to draw attention to specific issues and risks within the budget which MW would like to highlight.
Unrestricted income looks fairly achievable, major donors up, individuals down. Increased staff and a bit more on IT. There is no contingency this year. This brings us to a deficit of £10k, given the agreed increased staff expenditure. LCR noted that the board had agreed to draw on reserves in both 2019/20 and 2020/21 to meet the additional staffing costs following the strategic review, but that in fact we would not be using any reserves in 2019/20. MW highlighted that - as described in the papers - the budget is predicated on receiving funding from Arcadia which includes an element of full cost recovery. If this and other project funding wasn’t raised, the deficit would go to £31k. LCR is looking at increasing income but this is likely to take several years. JF highlighted the need for a plan to increase fundraising, and NP highlighted the overall risk that’s baked into business model and asked whether our strategy is to diversify away from the current sources of income? LCR explained it would need to be a mixed economy model and that we are looking to maintain support from the Foundation and individual donations whilst increasing income from other areas such as earned income, trusts and foundations and statutory funding. LCR acknowledge that the four year budget projection shows the amount we potentially need to raise, but that she needs to develop the strategy for how to achieve that with input from the new Development Advisory Board. She also noted that membership is not a silver bullet, but does have potential as it is unrestricted funding. The risk appetite among the board is the big question for LCR. The budget we’ve proposed includes a large grant, which we are hopeful we will receive. If this isn’t the case, the possible resulting draw on reserves for the year, at £30k, is equivalent to the amount the board agreed to commit during 2019/20. To LCR the budget felt very reasonable based on past conversations. JC felt that it was a sequencing issue, and feels like a leap of faith without a strategy beside it. We’ve got a budget that looks at a deficit without a strategy. From a risk perspective, we all aligned to the fact that the organisation would invest in a deficit in order to invest in a future. Would want to make it conditional that we come back to it in March with some of the board’s questions answered and the fundraising group having met. MW noted (as Treasurer) that she supports the budget put forward by LCR, and reminded the board that we have essentially just shifted expenditure - and an accompanying draw on reserves - to the new budget year.
JF asked the board whether they could accept the draft budget and revisit any issues in March. Board unanimously agreed.
Strategic Framework for 2019 - 2022
The strategic framework for 2019-22 had been out for community consultation, had not materially changed since last viewed by board. Nick thought it looked fantastic. Doug noted that he thought one or two objectives might be difficult to measure in terms of outcomes, but that he was still happy to approve it. The strategic framework for 2019 - 2022 was unanimously approved by the board.
Chairs of the chapters and thematic groups met in Autumn with Chairs or deputies attending. Unfortunately neither Josie nor Lorna were able to attend, although Doug was there for Wikimedia Medicine. There was a lot of discussion about the rebrand, with a number of chairs writing to the Foundation to express some concerns. JF noted that the value of these meetings lies in international consensus building.
Date of next meeting
Saturday 21st March 2020.