Minutes 2022-06-24
Wikimedia UK board meeting, Saturday 20th March 2021, 10am-12:30pm, online
Chair’s welcome
Present, apologies and introductions
Present: Monisha Shah, Andrea Chandler, Lorna Campbell, Rod Ward, Mark Cruickshank, Kelly Foster, Jane Carlin, Marnie Woodward, Caroline Ball, Julian Akoyode-Manieson, Sangeet Bhullar, Lucy Crompton-Reid, Daria Cybulska, Natasha Iles, Katie Crampton (minuting).
Apologies: Davina Johnson
The board welcomed new co-opted trustee Mark Cruickshank. MC is a lawyer who specialises in Intellectual Property, particularly copyright matters. His bio is on the Board wiki page.
Declaration of interests
None.
Review and approval of minutes of the previous meeting
Approved.
Matters arising
Regarding the grant from ECF, GovCom had an additional meeting at which MW attended as Treasurer to discuss the benefits and risks associated with the grant. There were no pending issues. The board formally approved the grant from ECF.
Executive reports
CEO Report (LCR)
Chukwebecka (Chuks) Ogbonna joined the week prior to the board meeting as Finance and Operations Coordinator. He will be in the office fairly regularly frequently with DAJ.
There was some discussion around LCR’s meetings with Carl Miller, Research Director of the Centre for the Analysis of Social Media (CASM) at Demos. CASM’s research into disinformation on Wikipedia is now complete and due to be published soon, so LCR has been talking to Carl about how to share this within the Wikimedia movement.
Action: Request for other documents to be formatted like the Board Pack, which was noted for its accessibility.
There was a discussion about the formation of a legal entity made up of European Affiliates, which is currently underway. The board agreed that Wikimedia UK should become a founding member of Wikimedia Europe.
There was a lengthy discussion about the Board Elections for the Wikimedia Foundation. This year, Affiliates are being asked to rank candidates and the highest scoring six will be put forward for the community vote. Action for LCR to arrange a meeting with trustees who want to input into the decision regarding WMUK’s votes.
Organisational Dashboard for Q1 (DC)
This is the first time we have used an Organisational Dashboard in this format and there were therefore some questions about the criteria used for assessing our position under each indicator. There was a question about whether the dashboard would or should capture unusual events, for example a delayed audit, however it was agreed that this wasn’t the core purpose of the document. It was agreed that the new Community Development Committee would be asked to review existing targets relating to community health, and decide whether there were any additional indicators that should be included.
Programmes Report (DC)
DC shared some key highlights from the Report and asked for questions and comments.
The board asked for small community grants to be communicated more clearly, either on wiki or the website. NI and KC are working on this.
The board welcomed partnerships that are emerging beyond GLAMs and education, particularly in relation to the climate & environment theme.
The board was keen to understand the scale of our partnerships, and also decision making in relation to potential projects and partners. LCR responded that we have a clear set of criteria for partnerships, which has previously been shared with the board. Action to include these in the next set of board papers for information.
Development and Communications Report (NI)
NI spoke to the income figures for Q1, for which small donations were ahead of forecast, and we were close to our target for the major donors. However she noted that direct debit donations were down compared to last year’s Q1. There’s a general downturn in regular giving across the charity sector. We did have a recent notification of a legacy donation, and we’d like to get more information on the website about legacy giving.
There was some discussion about the reasons people cancel regular donations. NI responded that she is exploring ways of eliciting this information, as well as trying to hold on to donors. It was noted by a trustee that WMF could be affected by the trend, although LCR responded that their funding has been very resilient to economic downturns in previous years. Action: NI would like to conduct a network mapping process with the board. This would be light touch and not too intrusive, but would be useful to identify potential contacts in fundraising and awareness raising.
Finance Report (LCR/MW)
DAJ was on leave so LCR and MW presented the finance report. The board asked whether Wikimedia Europe would have a positive or negative impact on our funding. LCR responded that she did not anticipate any risks relating to our funding, particularly as we would not be applying for EU grants. She added that for her it was more about positioning ourselves as an international player in the global movement, despite the UK itself becoming more isolationist.
The June meeting would usually be where we present the board with a final set of accounts. A draft Annual Report and Accounts had been shared with all trustees prior to the meeting, who agreed that MS and MW could sign off the final audited accounts on behalf of the whole board, unless there were any material changes.
It was also noted that DC had been successful in securing a £27k grant from WMF for Celtic Knot 2022.
Reports from committees
ARC, 7th June (JC)
JC talked to key points within the ARC minutes and other papers that were not covered in the Finance Report. There were no questions from the Board.
GovCom, 8th June (MS)
Including the following items for approval:
- Draft Charter for Community Development Committee
- Proposed Board Resolutions at the 2022 AGM
- Annual Report and Accounts
MS asked for any feedback on the draft Charter for the Community Development Committee, which had been reviewed by GovCom. It was agreed that any further iterations could be suggested by the Committee itself, once this was convened. The board formally approved the creation of the Community Development Committee.
Under plans for the AGM, there was an explanation of the length of terms for co-opted and elected trustees. GovCom recommends that two terms should be standard practice for both elected and co-opted trustees, although the latter may be asked to remain on the board beyond two terms in particular circumstances (up to a maximum of six years).
DAJ will be retiring from her role as Director of Finance and Operations at the end of the year and so MS is hoping that both JC and MW will stay beyond two terms for continuity.
At this AGM, AC will not be standing for re-election but SB will be. MS thanked AC warmly for her service to the board.
The board was invited to make amendments to the resolutions for the AGM. None were proposed, and the resolutions drafted by LCR and recommended by GovCom were therefore agreed.
A short paper on the honorary membership scheme was included in the board pack. Trustees agreed to the continuation of existing honorary members and also agreed changes to the criteria for honorary membership, to make it clearer that voluntary efforts (rather than paid work) were being recognised through this scheme. There was a discussion about possible honorary memberships this year, with LCR sharing suggestions that had come from her and the staff team. Action for LCR to follow up by email and ask board members for their votes on a final shortlist.
Any Other Business
Action: KC to recirculate the direct debit membership link. Also to alert trustees whose membership will expire before the AGM.
MS and LCR both thanked LC and AC for their enormous contribution to the work of Wikimedia UK in their role as board members. In particular, LC was thanked for her role as Vice Chair and for stepping up as interim chair between Nick Poole retiring and MS taking the helm. AC and LC both responded that they had been pleased to have been part of such a diverse, productive and welcoming board, and that they will continue to be involved in the charity.
Close by 12.30pm