Minutes 2020-06-17

Board meeting, 17th June 2020 5:30-8pm, online

Attending

Present: Nick Poole, Andrea Chandler, Sangeet Bhullar, Rod Ward, Doug Taylor, Jane Carlin, Marnie Woodward, Lorna Campbell. Staff: Lucy Crompton-Reid, Davina Johnson, Daria Cybulska, Katie Crampton (minuting).

Apologies: None.

Matters Arising

None.

Declaration of interest

None.

Review minutes

21st March 2020 minutes. Approved.

Reports

CEO report

LCR gave an overview of her report, highlighting in particular that despite the shutdown, the organisation’s funding is stable and activities are continuing. Indeed, there are new opportunities for us emerging out of the current situation, including new potential programme and funding relationships.

NP commented that it was an impressive programme of work, but he wanted to be assured of the staff’s wellbeing. LCR talked through the approach that she and the other managers have taken, including regular check ins with all staff and conversations about the impact of the virus on people’s personal situation and wellbeing. From a practical perspective we’ve also bought new equipment to improve people’s remote working set up and are paying a monthly home working allowance to all staff. DC added that an unanticipated consequence of everyone working from home is that our permanent remote staff feel much more connected to the rest of the team.

DAJ reported that Rich is now working four days a week at Making Music, so she is mainly working on her own.

DT highlighted that we may be putting stress on staff because we’re working with a fairly major vacancy (in communications), which means that other staff members will be picking up additional work. LCR agreed, noting that the impact is mostly on herself and KC and that assuming the board agrees, we will be recruiting soon.

NP highlighted that the sectors we work with are going to be impacted at the end of the year. LCR agreed that this is worth flagging up. She noted that this hasn’t been considered in great detail during the reforcasting and scenario planning work, which had been more focused on our cash funding, but that a drop off in Gifts in Kind would have a very significant impact on our outputs and outcomes.

Quarterly Programmes Report

After the last board meeting DC had been asked by LCR and NP to present a summary report in addition to the more substantive performance report that she and the team produces on a quarterly basis. Within this new format report DC had highlighted the key trends and patterns in our programmes, plus some potential opportunities on the horizon.

DC noted that our programme on underrepresented content and contributors had been the most affected by lockdown, with the cancellation of events particularly hitting planned activities for Art + Feminism. Conversely, some partners and projects had been positively affected by the shutdown as this gave some institutions the time and space to move forward on certain initiatives. Our partnership with the Science Museum is a good example of this.

It’s not yet clear exactly how the pandemic is going to affect our work with universities, as generally our courses don’t run in the summer term anyway.

In terms of advocacy, although the lack of in person events and conferences had obviously been limiting, we are forging new relationships and connections and have responded to a higher than usual number of policy consultations over the past quarter.

Our work in capacity building and profile has been quite badly affected by the lockdown especially with international events cancelled. There have however been other opportunities to engage with other movement partners, for example sharing approaches to online programmes, and Celtic Knot.

DT highlighted the opportunity for university courses during summer schools, with more students signing up for classes to cover missed work.

RW highlighted that for September universities are planning a 20-30% drop in student recruitment numbers and staff recruitment freeze. LC commented that everyone wants a learning technologist, which could enable more delivery for Wikimedia activities. She added that Ewan’s seminar on using Wikipedia in teaching, which had over 100 sign ups, reflects this interest. She also noted that Ewan has an intern over the summer to create learning materials for wiki working, including how to integrate it with coursework.

On request from RW, LCR gave an overview of the rebranding naming proposals and the current status of the project, to the best of her knowledge.

Report from GovCom

NP gave an overview of the GovCom meeting. GovCom agreed to refresh our governance and review charter, which would be useful to look at later in the year. The AGM was discussed, as well as how we might take a more structured approach to board development.

LCR spoke to the 2020 AGM Agenda, noting that the AGM itself was only scheduled for an hour but that other elements were planned including a keynote from Gavin Willshaw at the National Library of Scotland, lightning talks and the Wikimedia awards.

DT said that his strongest memories of previous AGMs was the Wikidata presentation, which galvanised people in the room. LCR noted that we will have participatory activities in the breaks, but agree it’s not the same with an online format. DT asked about an online vote, but LCR explained that we can’t due this within the current constitution. DT highlighted OpaVote as a good option for future AGMs, which KC has looked into.

RW thought the AGM may receive more attendees than usual, if the Wiki meetups over the last few months were a guide.

ARC Report

JC gave an overview of the minutes. The main thing was that we were joined by the auditors from Kingston Smith with no material issues raised. JC noted her congratulations to DAJ for a clean audit and set of accounts. It’s worth noting that the auditors are taking the ‘going concern’ statement very seriously this year.

NP noted at this point that out longer term financial strategy is to solidify the Foundation grant, while diversifying our income and building funding from other areas.

MW spoke to the financials for the last quarter. We have an extra column for gifts in kind and income and expenditure, so it makes it clearer what our funds are in kind and in cash income. Our income in gifts in kind was down, but expenditure is down too. Small donations are ahead of budget. Major donations are ahead of budget. The expenditure savings were due to timings with invoices, but also an underspend on staffing costs due to vacancies.

We’ve listed the organisations we have Gifts in Kind relationships with as it’s interesting to see the financial relationships we have with these organisations. The GiK effect on our activities will be affected by the pandemic.

NP commented it was good to have this format for the trends and issues like this.

JC briefly talked to the scenario planning work undertaken by LCR, and presented at an interim ARC meeting, which she (JC) had found reassuring as the range of outcomes across the three scenarios was fairly narrow. The likelihood of our reserves dropping significantly within the next 18 months therefore looks low. RW asked about one assumption of moving to full remote working, no office. LCR answered that if in 2022 we were having to restructure to a smaller staff team following a substantial reduction in funding - as per the worst case scenario - it is reasonable to assume that the organisation may move to a smaller office or fully remote working.

Cashflow

JC invited the board to note that our bank balance is healthy for this time of year.

Risk Register

JC talked through the risks that have changed, as presented by LCR and discussed at ARC. She noted that the risk of a bank failing is still small but has increased since the last meeting given the current global situation, and we are proposing an additional bank account to mitigate the risk.

NP - note the work that LCR’s been doing to maintain and cement our relationship with the Foundation, which is a risk mitigation for our core grant.

Honorary Membership

The board confirmed that they are happy to maintain the existing honorary memberships (which are currently just Carol Campbell and Greyham Dawes). There was a discussion about potential new honorary members, with a number of people having been suggested by the staff team and put forward by the board. After some discussion it was agreed that LCR would circulate the list of suggestion, with a few sentences about each person, and ask trustees to let her know their preferences. LCR and NP would then discuss and recommend up to three new honorary members, which would be announced at the AGM.

Consent items

Annual report and accounts

The board approved the Annual Report and Accounts for 2019/20.

Draft minutes of 2019 AGM

The AGM minutes are for the members to approve, however they are included in the board papers for trustees to review. RW noted that as a point of accuracy, the minutes state that all the people who stood for election had charity experience, but that he didn’t have this. The board agreed that the minutes were an accurate representation of the meeting and that the members should be asked to approve them at the AGM.

AGM schedule

The schedule for the 2020 AGM was approved.

Special Resolutions

LCR had circulated wording for the proposed special board resolutions to change the Articles of Association, to enable us to hold online AGMs with live voting in future. These had been drafted by LCR with input from Michael Maggs. The proposed resolutions were approved.

Updated voting checks policy

In a similar vein we should make a change to allow us to send electronic voting packs rather than in the post. It’s a massive amount of paper, cost, and time. MW asked whether it is a policy as we have a custom and practice when we consult with the community, but we don’t have to. AC suggested voter identification rather than number. Approved.

Trustees standing for reelection

A good opportunity for propose and second DT and NP. Trustees proposed and seconded both candidates.

Bank accounts and signatories

MW wrote a paper for the board meeting outlining the current situation regarding the organisation’s three bank accounts, and recommending that we open a fourth bank account with the Shawbrook Trust in order to reduce the risk of losing money one of these banks fails. This was unanimously approved by the board. It was agreed that we should have the same signatories for all bank accounts and that NP, as Chair, should be added to the bank mandate.

As a separate financial administration issue, RW has agreed to become the administrator for our corporate credit cards and this was formally approved by the board at the meeting.

AOB

None.

Date of next meeting

22nd September 2020.