Wikimedia UK Board Meeting 21st March 2020, 11am - 4pm
Remote meeting via Zoom
Present: Josie Fraser, Nick Poole, Sangeet Bhullar, Rod Ward, Doug Taylor, Jane Carlin, Marnie Woodward, Lorna Campbell. Staff: Lucy Crompton-Reid, Davina Johnson, Daria Cybulska, Katie Crampton (minuting).
Apologies: Andrea Chandler.
Declaration of interests
RW - might be in line to get a book token from Wikimedia UK as a prize for the current editing competition. It was agreed that he would donate the prize back to WMUK if he did.
Review and Approval of minutes of the previous meeting
LCR gave an oral update on various issues related to Covid-19 and led a discussion focused on five areas: office closure, communications, programmes and planning, international working, and funding and finance.
We had a whole staff meeting on Tuesday 17th March about the office closure, where we talked through the practicalities of closing the office. Staff were reminded to take home laptops if they had them. DAJ and Rich Matthews have access to the server which is usually only available from the office, and have a version of Sage for staff payroll and invoices. DAJ is looking into redirecting post. It was noted that Wikimedia UK’s direct debit donations are processed by Smart Debit.
Staff were aware that the Wikimedia Foundation had written to staff to say that those with caring responsibilities were not expected to work more than 50% of their usual contracted hours, without losing any pay. Whilst we are not matching that offer at Wikimedia UK, LCR did make it clear that she doesn’t expect staff to be at their screens seven hours a day. There is a high level of trust that staff will manage their time effectively, and everyone has been asked to keep in regular touch with their line manager. Regular one to one meetings are in place and Senior Management Team meetings and all staff meetings will be held fortnightly rather than monthly. We are looking at options in terms of Zoom subscriptions. LC noted that it’s worth making people aware of Zoom’s privacy and security issues.
LCR is the only staff member with young children other than Karla Marte (who is currently on maternity leave), so childcare is not a significant issue across the team.
External communications about the office closure included an email to donors, members and the mailing list, a blog post and and social media messages on Wednesday 18th March. All of the programmes team have been asked to get in touch with their partners and other external stakeholders to explain what Wikimedia UK is doing and find out how we may be able to support them during the shutdown. LC flagged the great blog written by Sara Thomas and her own follow up blog.
Programmes and planning
Although Wikimedia UK is an online organisation, COVID-19 will hugely affect in person meetings and activities. We’re trying to reimagine events rather than just push everything back to September or beyond. There are already opportunities arising, and Sara has started a document for opportunities which the programmes team and residents are contributing to. We will also be putting something together for the National Heritage Lottery Fund, as requested by Josie.
The annual Celtic Knot Conference, which was going to be held in Limerick this year, is now going to be an online event.
RW asked about how and whether we can support homeschooling for younger children. LCR responded that we have stronger connections with universities, and although we are planning more work in/with schools in future, we don’t currently have strong relationships within this sector.
LCR gave an update on what the Wikimedia Foundation has advised and how we’re putting it into practice when considering our local situation. The Foundation has told grant recipients have advised that there are to be no in person events before the 15th September. There won’t be a 2020 Wikimania.
The Wikimedia Summit is happening remotely in May with different drop in sessions. LCR had a call with the other executive directors on Tuesday, and what would have been 3 days in Berlin will now take place over 3 months. Everyone’s keen not to lose momentum in the movement strategy. From Wikimedia UK’s perspective, we need to define and determine for ourselves our key strengths in the movement. MW highlighted the risk that the Foundation may reduce our grant if we hold an in person event before the 15th September, and the benefit that there is a lot of potential for reimaging how we’re working in the movement and applying for funding for that.
JF joined the meeting at this point and LCR gave her a brief update of what we had discussed so far. JF mentioned the Chairs’ meeting this week with Katherine Maher, and LCR added the EDs had also had a meeting with KM.
Funding and finances
LCR highlighted that the discussion at ARC, 10 days prior to the board meeting, was a very different discussion to the one we will be having today given the rapidly changing circumstances regarding Covid-19. The Foundation is looking at the impact of a global recession and how their reserves might be impacted, and we don’t yet know what the implications will be for the UK. While it’s hard to know how individual donations will be affected it’s reasonable to assume that there will be some attrition. However LCR also noted that our mixed funding model might provide some protection in the new landscape.
Gifts in Kind are a huge part of our work with the culture and education sectors. We’re hopeful that existing Wikimedians in Residence will stay in post during the shutdown, but there may be a knock on effect on budgets over the next few years. In the meantime, the programmes team is offering support for organisations looking to pivot their work online.
LC gave a brief update on the higher education sector. She highlighted that like everyone else they’re unsure what the impact will be at this point, and at Edinburgh University they’re focusing on continuity of lectures and seminars online rather than online courses. There will be no new staff hired and exams are still in discussion.
RW reported that all emergency medical staff will be expected to go back into practice, and to consider the health studies of medical students.
LCR updated the board on the Arcadia grant. While LCR’s contact, Ross, is still very committed to the project, the appetite for grant funding this year is low and it is therefore very unlikely that the grant will be awarded this year.
NP highlighted the need for a contingency plan and suggested that it was best made through one of the committees rather than at that board meeting. JF and LCR agreed.
DT asked what time-scale we’re looking at. NP spoke for CILIP in that they’re looking at until June and then at the end of the year. JC agreed that ARC will have to meet before the next scheduled meeting in June.
MW reported that HMRC are looking at offering subsidies. DAJ had received the updates and though we’re not eligible for them as of yet, she will continue to look into them.
Chief Executives Report
LCR gave the headlines of the quarter’s Chief Executive report. Wikimedia UK ended the 2019/20 year with a surplus that’s put us in the best financial position we’ve been in for 5 years. We’ve exceeded most of our quantitative targets for programmes for the last year. We have held initial meetings of the Development Advisory Board and the Technology Advisory Board, both of which went well.
LCR reported that John Lubbock left the organisation at the end of January and KC has taken on the new role of Communications and Governance Assistant. Our capacity for inhouse videos will be reduced as John shot those, with the last one being the Gender Gap video which is on our YouTube and the blog. JL liaised with the press, something that would be taken on by the Head of External Relations when we are able to hire. LCR highlighted the blogs KC had written and collated from other contributors over the past couple of months.
LCR reported that we were able to hold the Wikimedia Education Summit with the Disruptive Learning Lab at Coventry University before events started being cancelled. It went very well and we’re still getting follow up from lecturers and the universities in attendance. DT added that he was pleased they managed to fit in the International Women’s Day event in Oxford, which was very well attended. Many upcoming external events have been postponed, rescheduled or cancelled. The OER conference at the start of April has been moved online, with various Wikimedia UK staff still due to give presentations. The launch of our Education booklet at OER won’t happen in the way we expected. ALT who were hosting OER, is dependent upon events for income so Wikimedia UK will be making a donation in lieu of our ticket fees.
LCR noted that the Foundation’s rebranding project is on hold for two weeks, given the pandemic. With some community controversy around the rebranding there’s no reason for Wikimedia UK to rush to rebrand. NP highlighted the imperative of accurate information and rebranding as a proposition, as it may open up public health funding in England. JF added that people may be inspired to donate during the pandemic, and that KC should add a donation link on all blogs.
DT reported that at the time of the meeting there were 800 new articles for COVID-19 and related issues. He emphasised the need for quality assurance on those pages from the existing editing community, and will be discussing this with LCR. The more editing resources we can mobilise the better.
LCR gave the staff and board update. We ran an external recruitment campaign over January/February for the Head of External Relations role, which didn’t result in an appointment. We were due to go live with another campaign on the Tuesday before the board meeting but we have put it on hold given the current circumstances. LCR feels strongly that it would be unfair to appoint someone to a senior full time role when the financial impact of the pandemic is currently so uncertain, and invited board discussion around this. LCR also noted that Rich Matthews, Finance and Operations Coordinator, is due to leave at the end of April 2020, but has agreed to continue working for us for one day a week on an interim basis.
JF advised that this is a critical time for communications and that Wikimedia UK could look to employ someone on a fixed term contract or in a freelance capacity. LCR agreed to look into this. MW flagged that Rich Matthews has a crucial role in the team, which is already small. She also asked for the Head of External Relations job description to be recirculated. JC asked DAJ if we could cover for Rich, which DAJ agreed that we could. However, she added that meant the focus of her job will change, plus there won’t be a separation of duties as there is now.
LCR reported Karla Marte, who is on maternity leave, has had a healthy little boy.
LCR had informed all trustees prior to the meeting that JF will be stepping down as Chair after this meeting. She thanked JF for the tremendous amount of work she’s dedicated to the board over the last five years.
Quarterly Performance Report
DC gave an overview of the quarterly performance report, and reported that the Impact Report is drafted and will go up on Meta-Wiki soon. Wikimedia UK delivered well on our metrics, with a lot of metrics tying into quantifying knowledge equity, for example the reach of content and how that knowledge can be quantified across different languages. DC reported on a good geographical spread of events outside of London, particularly around education courses. The angle of technology for underrepresented knowledge is interesting, and a new way of contributing to this is the Wikidata project we’re doing with Banner Repeater.
The digital skills test on these courses is now being done at the beginning and end of the course to help us gather metrics, with great results in Welsh schools for the Welsh Wikipedia. Wikimedia UK does a lot of short messaging on Twitter and Facebook, and more could be very short blog posts to improve SEO. KC, DC and LCR to catch up on this. JF flagged the potential to work with an engagement officer at the NLHF.
The case study in the report was on the Train the Trainer course in Scotland, which was underpinned by a commitment to working with participants as a cohort and creating a community of future leaders. We’re conscious that not everyone is in the position of being able to volunteer their time, and that we need to consider this when thinking about how to diversify our community. Many chapters are now thinking about how to compensate people for their time in order to achieve the goal of knowledge equity. There was a discussion around Train the Trainer models, and how we’re responding to the current crisis to support existing trainers over the next three to six months as they move to online training.
NP thanked DC for the brilliant amount of work, and asked whether she’d like a specific response from the board or if this is just an update. DC replied that it’s an update but she will have a think on how to present it to the board. LCR echoed these thanks, and added that she felt it was important that trustees have an understanding of the actual work being delivered by the charity, as this gives meaning and context to the decisions they have to make in their board role.
Board subcommittees and financial reports
JF gave the report for GovCom, and noted that she and LCR were the only people at the meeting. It was therefore inquorate, but no decisions were made - only recommendations for the board’s approval.
JF reported that board recruitment is ongoing. She noted that our constitution allows up to have up to 11 board members, but that we probably wouldn’t want to go above 10 unless it was felt to be essential to get the necessary mix of skills on the board. Both NP and DT will hopefully be standing for reelection at the 2020 AGM. We would like to have a trustee with legal skills, but that could be either a co-opted appointment or elected member.
At the time of GovCom we were looking at venues and agreed Newspeak’s Senate House in London would be suitable for the 18th July, which we had been offered pro bono However, LCR proposed we either push the AGM back to the early Autumn or hold it online. She added that most of the other international chapters have moved their AGM’s to be online. KC has been looking into online voting options and it looks like this will be feasible. The board agreed to keep the date (18th July) but move the meeting online.
GovCom recommend to the board that the usual ordinary resolutions should be proposed. LCR noted that we are planning to retender for auditors later this year, so she will word the resolution accordingly.
JC gave the report for ARC. The briefing on Covid-19 at the meeting had included the practicalities of a possible office closure. The budget viewed by ARC included the Arcadia grant, which we now knew is not likely to happen in 2020. ARC went through the cash flow and said we’d consider a new bank account, but JC recommended that the board does not vote on it today.
MW gave an overview of the QFMR, reporting a relatively normal year. We ended 2019/20 with a £10k surplus, which is positive considering that the board had agreed to a £30k deficit in the light of the strategic review. Gifts in kind have increased. The audit is in hand, with the site visit complete before the office closed. DAJ produced the budget in a new layout, separating out restricted and unrestricted funding. MW suggested we work with this budget for now and reforecast quickly depending on the local and global economy.
NP asked whether we can delay paying VAT. DAJ answered that HMRC is offering a concession to organisations registered for VAT. We are not registered and this concession does not apply to us. We already apply for the National Insurance rebate, which saves us £4,000 p/a in Employer NI.
NP redefined his question about National Insurance, asking about a deferral of payments and whether we’re spreading out pension payments to ease cash flow. DAJ answered that we are not, as we do not have a cash flow problem at the time of the board meeting.
DT suggested that we should consult our members about a new bank account and bear in mind ethical considerations. NP stated that in his experience it would be unusual to consult members on the choice of bank, but that we may ask them to consult on a policy which included requirements of appropriate providers. LCR confirmed that there was nothing in our finance policy that states we have to consult members on a choice of bank, but that we did consult with the community on the policy itself.
Actions: Due to unusual circumstances, ARC will reconvene prior to the next scheduled meeting. KC to find dates. DAJ to ask the landlord for a concession on the rent/service charge while the office is closed.
The board approved the budget for 2020/21.
LCR noted that she had reviewed and updated the Risks Register more than two weeks before the board meeting, when the risk in terms of Covid-19 was thought to be about staff sickness and business continuity. Given the rapidly evolving situation and likelihood of a UK shutdown there are other risks emerging, some of which have longer term implications. Lucy noted that we continue to have pre-existing risks such as reputational damage, or a breakdown in our relationship with the Foundation.
There was a brief discussion about Wikimedia UK’s role in the implementation of the movement Strategy. This was included in the agenda as this was going to be the last board meeting before the movement summit, however the change in circumstances meant that the timing was now less of an issue. It was agreed that Wikimedia UK should participate in the conversations around movement strategy implementation with a clear sense of our own role and priorities within this.
Appointment of New Chair
As previously communicated with the board, JF is stepping down from the board at this meeting. LCR thanked JF again for her 5 year term as trustee and almost 3 years as Chair. The board voted unanimously to appoint NP as the new Chair of the Board of Trustees.
Date of next meeting
Wednesday 17th June, 5:30-8pm