Minutes 2021-09-17

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Friday 17th September, 5.00 - 7.00pm, Wikimedia UK office

Welcome, Introductions and Apologies[edit | edit source]

Attending: Lorna Campbell, Rod Ward, Andrea Chandler, Marnie Woodward, Jane Carlin, Monisha Shah, Caroline Ball, Sangeet Bhullar, Kelly Foster. Staff: Lucy Crompton-Reid, Davina Johnson, Natasha Iles, Daria Cybulska, Katie Crampton (minuting).

Apologies: Julian Akodoye Manieson.

LC welcomed new trustees.

Declaration of interests[edit | edit source]

MS declared she is on the Content Board of OfCom, and is a senior member of AHRC.

KF declared she is on the committee for the Wikimedia Foundation’s Equity Fund, and is paid to support the Foundation’s communications team.

Review and Approval of minutes of the previous meeting[edit | edit source]

LCR gave an update on Towards a National Collection including our involvement in two successful bids (which hadn’t been publicly announced at the time of the meeting).

LCR reported that the Foundation has said affiliate funding won’t be decreased in 2022, and they are planning to launch multi-year funding. The board asked if there were benefits to applying for this new long-term funding, and LCR responded that she thought the longer term certainty/commitment would be a good thing if we can secure it.

Matters arising[edit | edit source]

None.

CEO quarterly report (LCR)[edit | edit source]

LCR invited questions from the board on her report.

MW asked about Wikimedia UK’s policy and advocacy work, relating to our response to the government's call for evidence for the draft Online Safety Bill. LCR has talked to the Foundation and Jimmy Wales about the proposed bill to ensure that their individual responses would be aligned. LCR is proposing that Wikipedia should be outside of the scope of the legislation completely, but that is very unlikely. The Foundation will be the one most affected, but it will of course have a knock on effect. She noted that OfCom is the proposed regulatory body. LC requested that the board be kept informed as this is a live issue.

KF asked what the full-time equivalent of the 15 members of staff WMUK has. LCR responded that it was about 11, but that several staff are funded through restricted grants (Note, following the meeting DAJ confirmed that the FTE at that point was 11.2).

KF asked about the ‘Ethics of Open’ project and LC noted that the draft policy position paper is due to be finalised in September. KF asked if there’s anything planned for the summit. LC responded that she didn’t think the draft would be ready in time, but that she would circulate it for comments.

Summary Programmes and Evaluation Report (DC)[edit | edit source]

DC gave an overview of the highlights of the report. The full report contains a link to the metrics for the quarter.

Strategic Aim 1: Increase engagement with and representation of marginalised people and subject

At the board level and across the organisation we are thinking about and actioning our work in Equity Diversity and Inclusion (EDI). DC is also doing this with the programmes team and exploring what the role of the team is in relation to EDI and our partners.

WMUK continues to focus on underrepresented content, as per our strategy. For example in the Khalili Collections partnership, we have focused on adding non-Western images on various topics including religion. A key aspect of our role is driving partner organisations to focus on the underrepresented heritage e.g. the residency at the British Library.

We’re exploring and developing content relating to climate change with a student agriculture organisation in the US. Our collaboration was mentioned in their presentation at Wikimania.

Looking forward, the ‘Boundless Creativity’ research project delivered by AHRC shows a keen interest in the sector. A report published in July talks for example about plans from DCMS to ‘Broaden Digital Access’ by incentivising the bigger players to make their platforms open source and/or develop a shared platform to give smaller cultural practitioners more control over their content and how they profit from it. We should focus on that and how we can be the solution for it.

Strategic Aim 2: Work with the Wikimedia projects to develop digital, data and information literacy

Our courses at universities are listed in the report.

At the University of Arts London, a member of staff has been seconded to work on Wikimedia.

The Royal College of Art has a visual focus, and will likely replicate the Khalili Collections aims of diversifying content.

The interest in digital literacy and fighting against misinformation within the school sector remains very high, and with that we have been able to join and continue participating in several high level roundtables and coalitions focused on online literacy. A major aspect of this work is the recently published Online Media Literacy Strategy from DCMS. It explicitly recognises the importance of information literacy, the first time that a UK public policy has done so. Unfortunately it does not call for changes in the school curriculum - but we hope it still gives us a strong base for arguing for Wikimedia in education.

Strategic Aim 3: Create changes in policy and practice that enable open knowledge to flourish

DC reported that the work of the Wikimedians in Residence keeps growing in complexity and depth. We need to be really supporting them because their work is very involved, with lots of peer to peer engagement.

We’ve had some really great successes in communications, and in programmes we’ve thought a lot about hybrid delivery and delivering events in a blended format of online and in-person. The blended model is more complicated than just in person or just remote.

Questions from the board on the programmes report[edit | edit source]

Question from JC on strand 2, digital literacy, and how we start to dial this up. Where are the targets for this year if we intend to increase this strand? DC responded that whilst we used to set targets against all of our KPIs, we now only set them against our grant metrics. We do measure the other KPIs and share the results. We’ve been very clear in our reporting that the pandemic has made a severe dent in our higher education courses. DC agreed that’s why we’ve been focusing on advocacy more, especially as the third strand was partly enabled by the pandemic. Going forward, there’s an ambition to work more in schools and focus more on information literacy rather than Wikimedia in classrooms as a programme package. LC agreed it’s something she very much sees on the ground, and suggested the topic be picked up at the away day.

MW commented that the Humanist UK post is not included in our report whereas all the other posts are. DC explained that this is not a formal partnership and therefore we do not treat it as a GiK. MW also asked about the University of Edinburgh intern. DC responded that there was an open question about whether we should be including paid internships within our GiK figures but that on balance we’re leaning towards not doing so. A discussion followed about the degree of formality with which we engage with different organisations. It’s a sliding scale, with the Residences at the higher end and being formally reported on in the financials. Then there are posts which we support, but they are not Residents and don’t have formal arrangements, e.g. The Devils Porridge Collection in Scotland, so we don’t report on them financially. RW asked if we need a different title for the non-formal Wikimedians in Residence, as there’s been a shorthand in this paperwork. LC proposed that there doesn’t need to be a title, just an indication that there is a difference. Action: DC to share a snapshot of these relationships with the board in her next report.

KF asked about growing peer to peer support in the people supported by WMUK and independent residents, is there any appetite to formalise that network. RW highlighted that they do meet and support each other, so do we need to formalise the reporting? LCR highlighted that it’s one of the WMUK programmes team who arranges the meetings. KF proposed that it may be something to take to that network, as it seems an important activity that could be recognised in a more formal way. LCR agreed that during the pandemic the group has definitely come together more. LC suggested it be taken to the next Partnership Advisory Board.

Development and Communications Report (NI)[edit | edit source]

NI gave an overview of 7 highlights:

  1. The website launch is imminent, migration was attempted the night prior to the board meeting but our developer ran into issues, we should have a fix next week. KC and NI have a lot more access to the website now, all the team members who own parts of the website will be prompted to keep them up to date with the content.
  2. Voluntary income slowed in January, in particular across regular giving, but it was immaterial and we’re still very well ahead at the end of the first half of the year.
  3. George Colbourn has been made aware of more funding for Wales, at the end of the report there’s a list of grant makers who we’d like to apply to and trustees are encouraged to review any contacts/relationships they might have.
  4. The Big Give - by the end of October we’ll know what our pot is of matched funding from our charity champion. We’re looking at how to promote this.
  5. The Towards a National Collection programmes will be announced next week which we will share with the board to amplify.
  6. NI invited the board to come and spend some time with the Development and Communications team.

There was a discussion around Wikipedia banner fundraising and whether or not the changes in the Foundation leadership could make it more likely that the situation might change. LCR felt that this was unlikely but agreed that there might be an opportunity to challenge the status quo.

MW highlighted that comparing the income to the budget, there’s more income predicted in the fourth quarter. NI responded that this follows the trend of not only WMUK, but the charity sector as a whole.

For CiviCRM, staff want to use it more than we’ve been able to. NI met with other chapters and none but the Foundation now use Civi. Armelle has been doing a lot of work with/on it. Historically the board has decided that software should be open source where possible, so it would be a board decision to move away from it.

Board Committee and Financial Reports[edit | edit source]

Report from Govcom[edit | edit source]

LC chaired the September GovCom meeting.

There was a discussion around the AGM, with the summary of a survey we sent to attendees (with largely very positive feedback). GovCom discussed EDI, with an item on the board meeting’s agenda to revisit the topic with all trustees in attendance. The committee had given helpful feedback on the draft agenda for the board away day.

LCR reminded the board that we had amended the Trustee Code of Conduct earlier in the year, with changes approved in March 2021. However since then, a situation has occurred that shone a light on a gap in the code. LCR has therefore made further revisions, with input from GovCom, which essentially put the responsibility for reporting reputational risks (such as sanctions on Wikipedia) on the trustee involved. SB asked what the sanctions would be, LCR gave the example of having Administrator privileges removed. LCR outlined that a breach of the Trustee Code of Conduct will be dealt with by the Chair and, if needed, the whole board, and does not mean automatic dismissal from the board. RW highlighted that sanctions aren’t solely exclusive to on-Wiki sanctions, but could include complaints going through a formal body like ARB Committee. LC highlighted that the important thing to note is that the onus is on the trustee involved to report any sanction to the Chair.

The board unanimously approved the Trustee Code of Conduct.

The Committee Code of Conduct is not as stringent as that of the trustee’s, but LCR will add the same revision to that code. This was unanimously agreed.

Away Day Agenda[edit | edit source]

LCR invited comments and feedback on the agenda for the away day. The board was happy with the proposed agenda.

Report from ARC[edit | edit source]

Draft minutes[edit | edit source]

JC outlined the draft minutes. The bank mandates and authorisation were scheduled to be covered at the end of the session.

She noted that WMUK no longer has cyber insurance cover as our previous insurer no longer covers charities, and our broker had been unable to find an alternative. Action: for DAJ to continue to explore options with the broker, including a UK only policy.

Q2 Financial Management Report and Commentary (MW/DAJ)[edit | edit source]

MW spoke to the commentary on the six month results, and the income and expenditure sheet (SoFA). We broke even at the six months point, compared to the budgeted deficit. This is due to higher than expected income and delays in expenditure.

MW noted that our major source of funding is the grant from the Foundation, which is transferred to us in two chunks. The donations income is phased a little bit more, with an increase expected in the fourth quarter, but it relies on the expected trend.

For major donors we have a budget of £20k, the majority of which we’re expecting to bring in later in the year.

Stuart’s secondment to the Science Museum’s projects has contributed to earned income.

We’ve hired another person on the finance and operations team. We have a £6k contingency fund for the year.

MW highlighted our three current Restricted donations, which are 1. The WMF grant to support fundraising capacity, 2. A small pot to support Train the Trainer, and 3. The NLHF grant.  

Gifts in Kind doesn’t come into our bank account but we do report on it.

We made a decision to carve out £20k of our general reserves to a special Designated Fund. MW reminded the board that this is a trustee decision, unlike the Restricted Funds which are decided by the donor, and the board could change its mind about this designation.

We have a lot of cash at the bank, and our reserves are held in cash.

Cashflow (MW/DAJ)[edit | edit source]

DAJ noted that we are not reporting a detailed cashflow, as we don’t have any cashflow issues. She commented that a cashflow is largely done to ensure bank accounts have the expected amount in at any given time.

Changes to banking mandate (DAJ)[edit | edit source]

We need to take Nick Poole and Doug Taylor off the mandates. As DAJ noted, this isn’t being brought to the board as a formal consent item, as it should be standard for us to remove former trustees from the mandate. The board agreed.

MS to be added to the mandate. Unanimously approved by the board.

DAJ to be added to the accounts, not with full signing power but as an authorised third party so our banks will deal with her on administrative matters.

Consent items[edit | edit source]

Appointment of Adrian Beidas to the Audit and Risk Committee[edit | edit source]

LCR gave the background to AB’s proposed appointment to ARC. She reminded the board that AB had contacted us in late 2020 about joining the board. At that time there weren’t any board vacancies, so given his finance background we invited him to consider joining ARC. AB has worked in investment banking for 20 years, and is a long time editor of Wikipedia. He has a trustee role for a small educational charity and is a school governor. This is a non board member appointment to ARC, whose previous non board member committee members have all now left the board. LCR, JC and MW all warmly recommended AB’s appointment to ARC and the board unanimously approved.

Monisha Shah to be appointed Chair as of 1st October[edit | edit source]

MS is already a co-opted trustee, this item is to elect her as the new Chair of Trustees. The board unanimously approved.

Lorna Campbell to revert to Vice-Chair as of 1st October

The board unanimously approved, and thanked LC for stepping us as Interim Chair following NP’s departure.

Discussion items[edit | edit source]

Draft Equity, Diversity and Inclusion Framework and Action Plan (LCR)[edit | edit source]

LCR let the board know that work is continuing in this area, thanked the board for attending the EDI meeting, and outlined that she’ll be keeping the board abreast of activities and invites their input. LCR highlighted that she is more than happy to receive comments and contributions on the framework and action plan at any time; it doesn’t have to be part of the board meeting or away day.

WMUK has taken positive action, not positive discrimination, in recruiting for the SMT, e.g. advertising with specific groups, dissemination of advertisement for roles in a wide range of demographics.

KF asked how work is continuing with the consultant, whether some guidelines on how to give feedback on the framework can be offered, and whether the wider UK community is able to give feedback?

LCR answered that work with Pari is continuing, who is also working with DC. DC is working with the programmes team on how we should be engaging our partners in the EDI work, and as we come to next year’s budget we’ll be able to work out if there's an allowance for continuing to work with Pari.

KF asked about actions around grants that WMUK award. LCR answered that SMT are thinking about how we can be intentional with our grants so as not to reinforce oppression.

SB asked about trustee workshops around EDI, and would welcome training. LCR to scope training needs starting with SMT and board.

Wikimedia UK Office (LCR/DAJ)[edit | edit source]

There was a short document provided by DAJ prior to the meeting outlining the current situation (which is that the lease on our office in Europoint is due to come to an end in August 2022, but with an option to renew) and potential future options regarding different types of office and different models of in person working and meeting.

LCR’s recommendation is that we seek an extension to the current lease, of perhaps a year, to give us more time to understand our future office needs.

The board agreed that there was a lot of ambiguity about how hybrid working will work in practice. They asked if there were any financial advantages to looking for alternative spaces. LCR and DAJ confirmed that there could be, but that we don’t want to get it wrong and end up in a space that didn’t suit our needs.

MS suggested we plan for the current team but keep in mind our ability to host a larger team. She suggested we think about basing ourselves in a cultural or an educational organisation. LCR agreed that is the approach we should take, but reiterated her view that we should wait until hybrid working has bedded in before we look for a new office. MS and JC both felt that this is ultimately an operational matter, and the board just needs to advise, not decide. MS suggested that LCR/DAJ negotiate for an extension to the lease beyond August 2022, and that this should be supported by the board as long as it was on the same or better terms than the current arrangements. This was agreed by the board.

AOB[edit | edit source]

The board was advised to contact RW for any information about the board wiki, whose purpose is purely for board use and not for staff to have access to.

Date of next meeting[edit | edit source]

5.30pm on 8th December 2021 (to be held online)