Minutes 2021-06-17
Board meeting, Wikimedia UK
Online on Thursday 17th June, 5.30pm to 8.00pm
Housekeeping
Present: Andrea Chandler, Jane Carlin, Doug Taylor, Kelly Foster, Lorna Campbell, Marnie Woodward, Nick Poole, Rod Ward, Sangeet Bhullar.
Apologies: Jane Carlin, Daria Cybulska, Katie Crampton.
There were no declaration of interests
The minutes of the March 2021 meeting were reviewed and approved. The only matter arising not covered by the agenda was access to the board wiki. LCR reiterated that the staff team does not have any access to the private board wiki, DT is passing the technical permissions for the wiki to RW. NP asked if the board still wanted the board wiki, which was primarily there to record in camera sessions. LCR suggested this decision should wait until after the new Chair is in post. RW put a link to the board wiki in the chat and told members to contact him with any problems accessing the site.
Executive Reports
CEO Report
LCR asked if there were any questions on the CEO report NP congratulated the staff on the excellent work delivered in the quarter. LCR highlighted the presentation from the Director of Community Investment, Kassia Echavarri-Queen (KEQ) about the grants strategy relaunch. This ties into one of our major risks, which is a reduction in our core grant. The main points were 1) Affiliate budgets won’t be decreased. An increased envelope has been approved by the Foundation but it’s expected that any increases will be in emerging communities. 2) Multi-year funding will be available for affiliates who have a long term strategic plan. 3) The deadline for our proposals is likely to be November or December.
NP flagged the 15th July EDI meeting and hoped that trustees would be able to attend.
NP welcomed the staff development, particularly for the Operations role and the Digital Skills Wikimedian. We will be back to 14 staff, back up to the number from 2014/15 prior to the restructure.
Programmes and Evaluation Report
In Daria’s absence, LCR invited questions on the report. RW had a question on aim two; where it talks about guest lectures, he wondered whether that’s staff or volunteers. LCR to follow up with DC but said that it was likely to be a mixture of the two. RW suggested these sessions be put out to a wider group.
RW on aim 4; Wiki Loves Earth and the initiative with Ireland, LCR responded that Robin had worked with Rebecca in Ireland, and that the competition happened in the areas where there was most momentum and energy for it this year (the first time that the UK has participated). DT highlighted that it’s a localised competition, but RW suggested that we already have the structure for entering Scotland and the UK. LCR agreed to discuss with DC.
MW on our strategic aim 3; our involvement in the AHRC funding bids, collaborating organisation on 6 bids. LCR clarified that these are 6 individual bids. There will be five or six grant awards in total, and we are collaborating with external parties across six different project proposals. The activities won’t start until the end of 2021 Dec or Jan at the earliest and we won’t know if any of the bids are successful until August or September; therefore this is not in budget.
KF had two questions;
1) The microgrants from Wikimedia UK, are they still being distributed to volunteers? If not, are there plans to re-energize the process?
LCR confirmed that we still award grants, and that this is managed by Programmes. She added that she thinks we gave about five grants last year. NI added that on the new website, which was in development at the time of the meeting, the availability of small grants is much more prominent on the Community page.
KF shared an article in the chat on equity on Wikipedia.
2) In the aims it mentions decolonisation as a key strand, does Wikimedia UK have a clear statement on what decolonisation means?
We don’t have a written definition, but are in conversations about what this might be as part of our work around EDI. LCR’s observation is that people’s understanding of decolonising knowledge is shifting, so any definition would need to be quite iterative. KF feels strongly that we need to be careful about the potential instrumentation of the word decolonisation, particularly as an organisation based in the UK.
Development and Communications Report
NI highlighted 4 points:
Q1 was ahead of budget, and the report for May is showing that we’re ahead of last year. Particularly because of the strong comms in March for WHM, and the announcement of the NHLF, and the Wiki For Human Rights campaign, we’ve had a lot of activity for communications. This could be the potential reason for small donations being up for the quarter.
We received the first tranche of the money for the NLHF.
George is working on some introduction events, on what Wikimedia UK is and what we do. We may come to the board to ask for a virtual coffee to help us show what it is the charity does.
A final ask around the small charities week to add voices of thanks on the video link.
RW highlighted that the beta website was due to be live before this meeting, asked for an update? NI is still working on and NI has been updating the copy. MW asked whether the board will be asked for feedback on the website before the final launch. NI answered that yes the board will be asked, and the beta link is available, but that the live launch of the website will not be the final product as we will track the behaviour of visitors to the website and will be able to make improvements from this data, so this isn’t the last opportunity.
Direct debits for memberships are live and online. RW proposed that the opportunity is promoted to the mailing list. MW asked for a link, but KC sent emails to lapsed members the day of the board. SB asked if membership status is viewable on the website, LCR answered that it is not.
Board Committee and Financial Reports
Report from Govcom
GovCom asked KC to do further research into voting platforms for the AGM, which she did.
It was suggested that the committee member code of conduct be bought in line with the trustee code of conduct, which LCR will bring to the September board meeting.
GovCom discussed the wikimedia-l mailing list and its tendency to be quite hostile. RW unearthed the code of conduct for members of the mailing list and found that it is to assume good faith. We discussed Wikimedia UK’s ability to monitor behaviour on the mailing list and the potential risks. RW gave an overview of the incident on the mailing list, and there was discussion around the risks. LC raised that the list is not representative of the Wikimedia UK that the chapter has built, and though it carries our name it does not execute our ethos, RW, NP, DT and LCR agreed with her. LCR agreed that she could send a reminder to the mailing list that the code of conduct applies to the members of the list. DT pointed out that we also have an IRC channel with about half a dozen members, and agreed to reputational risk.
The discussion about wording from the sanctions from the community and how they apply to trustees will be brought forward in September.
Report from ARC
JC is unwell, so MW spoke to the minutes. We have a new audit partner, his summary of our position was positive. Congratulations to DAJ and Rich Matthews on appointing new auditors. DAJ confirmed that the audit fee was as quoted.
We had an update from GovCom. Susan Williams resigned, and we have an urgent need for ARC members. NP asked if there is a way to thank her, and the board formally thanked Susan for her contribution.
We had a very good first quarter. We were ahead of our budget on virtually all income, £10k higher than forecasted income. Expenditure across the board is lower than anticipated across the board. The Gifts in Kind were higher than expected, because the arrangements with Banner Repeater and Khalilli were continued. NLHF’s first installment was received in May. We received a grant from the Foundation for fundraising, which will be spread over three years. We set up a designated fund.
We have a very healthy amount in restricted and unrestricted funds, composed almost entirely in cash. In all we’re in a very good position going forward.
The cashflow is to keep track of the bank balances, and transfer cash as appropriate. A Shawbrook bank account was created, which should generate some income, though interest rates are very low.
NP thanked MW for the clear report and opened for questions. MW thanked DAJ for all the figures and work.
NP asked whether we’re juggling lots of cash? DAJ answered that we are not, all we’re doing is topping up CAF and moving money into the new Shawbrook account.
We will be hiring a new staff member with the NLHF grant.
There is a contingency amount in the budget this year. LCR highlighted that although we are a cash rich organization, that is due to the nature of our grants and we do budget to break even. But this year there is some quite significant overspend is predicted for this year, e.g. technical support for CiviCRM and the Operations Coordinator post - a gap we’ve had for a while and have filled for the 2.5 days the role requires.
LCR talked to the changes in the risk register and noted that we would be looking at strategic risks at the upcoming board away day.
Risk 17 - COVID-19’s effect on programme delivery, the board approved a designated fund to buffer this, which has been reduced as we were pleased to see that activities were still taking place.
The board was sent the Crisis Communications Plan, LCR asked trustees to let us know if they did not receive it.
The risk of one of the banks failing was reduced and the manager of the risk was changed from MW to JC.
The annual planning grants were discussed in the ARC meeting, which happened before the meeting with Casia.
LCR opened for discussion. NP highlighted the reputational risk of the mailing list. RW followed up by asking if that risk ties in with the risk of ‘Breakdown of the relationship between WMUK and the community’, which is an amber risk and will be discussed at the September meeting. Friendly Space Policy.
DT asked if everyone can set up a forward from their WMUK email address if they are not using it, to the one that they are using. LCR flagged that we need to review the email addresses. SB requested creation of a list of trustees that do not want a WMUK email addresses. Action: LCR will chat with Richard Nevell to check on the status of email addresses.
Discussion items
Chair of Trustees role
RW, MW, LCR and Chris Keating interviewed the potential candidates for the Chair, MW thanked the panel and LCR for their input and work. Shortlisted three individuals whom MW listed. All three were very interesting and experienced individuals, and were all very keen to work with us, appreciated challenges of small charity, understood our community, and wanted a collaborative relationship with the board and to support the CEO. The first two candidates had existing relationships with us, but all three had potential conflicts of interest.
We are recommending Monisha for co option, partly as she had the most charity governance experience. RW added that they were extremely well qualified candidates, but Monisha showed the most expertise and understanding of the challenge of taking into account diverse opinions and voices when seeking a consensus from the board. MW added that Monisha sought regular meetings with LCR, wanted to learn our programmes and partnerships, and was generally very strong.
LC thanked the panel for managing her stepping down from the interview panel. AC highlighted that Monisha is the least enmeshed in our work. KF asked whether any of the candidates expressed interest in becoming a trustee if they weren’t invited to become Chair. LCR answered that they did not but she will make the offer for them to stand in the election.
The board was asked to approve making the offer to Monisha Shah. Unanimously agreed.
The board was asked to approve making the offer to the recommended second choice candidate if Monisha was unable to accept. Unanimously approved.
There was a discussion about the option available to us of co-opting Monisha earlier than October, but we decided to keep to the proposed timeline.
Review of honorary memberships and proposals for new honorary members
We have thus far awarded three honorary memberships over two years - Carol Campbell, Greyham Dawes and Michael Maggs. The board agreed that all honorary members are upholding the membership code of conduct, and their membership can continue.
LCR shared the honorary membership policy in the chat, which was up on the wiki before the appointment of the first honorary membership.
NP suggested we use the honorary membership tactically to use it to build new relationships elsewhere. NI suggested we use the current membership to see what relationships and suggestions they have, and wondered where we note these people. AC suggested we offer a different incentive to potential new relationships, as there’s a big difference between people who have already contributed and potential future investments.
LCR listed her initial thoughts for potential new honorary members, based partly on the list produced in previous years but with some additions. She welcomed suggestions for further names. It was agreed that trustees would each vote for their preferred candidates in a process managed by LCR outside of the meeting.
Consent items
Annual Report and Accounts for 2020/21
The accounts themselves have been audited, for which LCR sought approval from the board. The narrative still needs tweaking, so LCR invited comments and insights rather than approval.
Accounts unanimously approved by the board. With grateful thanks for all the work that goes into them, NP announced the accounts approved.
LCR listed our four areas of work; international working, partnership programmes, external relations and advocacy, and volunteer support. In practice those budget lines are very different, and we want the budget to be aligned with that report, whereas in the strategic report we can be a bit more flexible. As we’ve got new auditors, they’ve asked for additional things. Certain wording is out of our hands at the guidance of the auditors. If the board feels there is anything amiss please let LCR know.
NP asked if the board had anything to reflect on beyond the noted decolonisation clarification. NP expressed concern for the length, LCR reassured that the content was repurposed from the Foundation report, and this report will be repurposed for the strategic report. NP highlighted that sometimes it’s hard to see the impact for the trees, LCR agreed and reassured that there will be certain areas highlighted.
NP asked the board for provisional approval of the narrative of the report, which was unanimously agreed.
Letter of Representation from Wikimedia UK to auditors
PKF Littlejohn noted that wrote the letter, so the board would have to feel very strongly about a change in order to change it. MW highlighted that the purpose of the letter is to state that we’re not hiding anything, they’re very standard letters. The main thing is that we’re a going concern, effectively saying that we’re relying on DAJ to supply all the information required, and they let us know all the information needed. NP thanked DAJ on behalf of all of the trustees. DAJ highlighted that it’s always a bit more work with a new auditor.
NP asked board for approval of letter, unanimously approved.
Draft minutes of the 2020 AGM
LCR clarified that we don’t take minutes of the whole day, just the formal AGM portion. DT noted that the results are noted as announced but not the actual results. LCR apologised and confirmed that these would be added.
The minutes are formally approved by the membership not the board, this is just to check the board are happy with this version being brought to the AGM. All happy.
2021 AGM Agenda
LCR outlined our approach in consulting the community on the AGM. NP introduced LCR to George Oates, LCR gave a quick introduction of who she is, we’ll be setting it up like a conversation rather than a speech. We’re working on what we’re doing in the breaks. The lightning talks are always great, NI and Karla Marte are working on this. Before the end of the AGM we’ll enable an online vote. While that’s going on we’ll announce the award winners. The formal AGM itself is fairly standard, but we’ve changed the questions to be in between the reports rather than at the end. KC is the teller and will be announcing the results.
NP asked a question about the tone for the variety of attendee types we’ll have, from very involved to very little, and wondered if we can have an opening statement about an inclusive and positive environment. LCR answered that we’ll have one or two designated safe space representatives, and we can introduce them at the start and share our friendly space policy. NP agreed that a note at the start would be good.
DT suggested doing a quick advert about online meetups. RW highlighted that the first in-person one will be happening soon. NP and LCR agreed it’s a great idea.
Proposed Board Ordinary Resolutions for 2021 AGM
LCR said that they’re the standard resolutions, unlike last year when there were two special resolutions. NP asked whether the board is happy with the resolutions as they are, board agreed.
AOB
LCR highlighted that we are planning and budgeting for an in-person board and away day in September, is obviously subject to any changes with the pandemic, and the board being comfortable with it being in-person. Asked the board to let her know if they are not comfortable with an in-person event. RW agreed that it will be very useful. AC agreed that it would be great, but planning and then having to undo it all would be disappointing. SB suggested we revisit after the AGM to check where we are.
NP gave his goodbyes as it was his and DT’s last board meeting, said it has been an absolute pleasure, thanked DT for his leadership. LCR noted her very warm thanks for NP for his contribution as chair, and to DT as trustee. These were echoed by all the trustees.
The meeting closed at 8pm.