Minutes of the board meeting on 21-22 April 2012, held in person at Monmouth Shire Hall.
- Fæ [Fæ](Chair)
- Mike Peel (Minutes) [MWP]
- Martin Poulter [MLP]
- Roger Bamkin [RB]
- Steve Virgin [SV]
- Chris Keating [CK]
- Jon Davies (Chief Exec) [JD]
- Richard Symonds (Office Mgr, Minutes) [RS]
- Also attending:
- John Byrne (JB)
- Sam Downie (SD)
- Robin Owain (Welsh Wikipedia)
- Harry Mitchell (HM)
- John Cummings (JC)
Meeting started at 10.30 on 21st.
A: Minutes and Reports (Saturday morn)
Agenda, streaming, apologies (Fæ)
Review of meetings and approval of Minutes (MP)
MP - Approval of Minutes 11Feb12. This includes office in-camera minutes and board in-camera minutes. Public minutes are pending slides from RB's presentation. The minutes from 11 Feb 2012 were approved by the board.
Approval of Minutes 3Mar12. The minutes from 3 Mar 2012 were approved by the board.
Approval of Minutes 27Mar12. The minutes from 27 Mar 2012 were approved by the board.
Includes office in-camera minutes
Point of order: RB wasn't included in the vote for the new chair. RB confirmed that he was happy with that decision, however.
Review of the Exec Meeting - Minutes 15Apr12 (Fæ, follow on in section B)
- This meeting was an impromtu executive meeting to discuss financial handovers from Andrew Turvey through to the office and the interim assistant treasurer, John Byrne.
Review email decisions (MP)
- Approval of new members (13 April)
Approval of new members was confirmed; there were no other email decisions.
B: Discussions and decisions needed (Sat/Sun) [est. 3½ hours core business, 30 min float for unplanned discussion, 30 min breaks]
Board role changes, recommendations from Exec meeting. (RB, Fæ, JB) [15m]
AT is extremely busy with real life and is unable to help the chapter as much as he would like. He has offered to stand down as a trustee if necessary, but there are significant advantages to keeping him as a trustee, as he is a signatory on many accounts. The board expressed their thanks to AT for his time with the chapter, and indeed expressed the view that without him, there would likely not be a Wikimedia UK chapter at all.
There was a short discussion about RB's conflict of interest, but the general opinion expressed were that as all the members have been informed, and as there was a blog post about it, all that needs to be done is for the COI to be '
JB discussed the risks he saw with the current finances:
- No bank reconcilations were performed last year
- Interrim accounts were not performed
- Deposit accounts were not kept track of as well as they could have been done
These were /reporting/ risks - a full financial report will be done tomorrow, on Sunday.
AGM and WikiConference 2012 [45m]
- Schedule and decisions needed. (10m RB, MP)
- Election process, outstanding issues and recommendations. (10m RS as teller)
RS (representing the Tellers) raised some issues with the elections: at present, there are several talks by candidates before the voting. This means that some candidates may have more coverage than others, which is a potential problem.
ACTION: Tellers to come up with suggestions as to how to deal with these issues.
ACTION: MLP to chair Mike Peel's morning talk session about Wikimedia, as he is not running in the elections
- UK Wikimedian of the Year (RB)
RB explained the Wikimedia of the year process using the UK Wikimedian of the Year 2012 page. There was a lively discussion as to how to stimulate more discussion and more votes/comments, and in-camera discussion of possible winners. RexxS and HJ Mitchell have agreed to do what they can to stimulate more discussion amongst the community.
Presentation: Declarations of interest and management of interests. (15m, RB)
RB declared his conflict of interest with Monmouthshire County Council. His presentation is to explain the problem of conflict of interest - as we get bigger and more popular, we may have more conflicts of interest appearing. We need to be prepared for this.
CK explained that this is a difficult situation because we leverage volunteer effort and very large institutions - there is a chance that this could be seen as 'Wikimedia UK trustees setting up jobs for themselves'. We need to do what we can to avoid this perception, and indeed to avoid this situation.
Fae agreed, but said that we must not deter people from applying for trusteeship, as we will end up with an unrepresentative board. He said that this needs more discussion, and more input. He also explained that he would like Charity Commission approved trustee training to be mandatory for Wikimedia UK trustees. The paying of trustees, he says, is entirely different from the paying of volunteers - one is a very thorny issue, the other is often acceptable.
MP raised the concern that we should be careful about paying partner organisations who also employ our trustees - this could be unethical, even if technically legal. The decision process for hiring, including for contract or part-time positions, needs to be open, transparent, and all-inclusive.
RexxS suggested that we commission someone to write a position paper for us - some guidelines on how to implement this. Fae explained that we have had some consultancy on this issue, but that we could use more. JD explained that Wikimedia UK needs to be careful to prove to people that no-one at WMUK is making money from their edits, and that particularly trustees are completely clean.
CK closed by saying that this is a matter of reputational risk: we are indirectly creating a type of 'paid wiki-consultant', paid by external organisations to teach how to edit Wikipedia, or paid to be a Wikipedian in Residence.
ACTION: JD to co-ordinate the creation of a position paper on conflicts of interest and get trustee comments on it. ETA is around June 2012.
John Cummings jointed the meeting at this point.
Presentation: MonmouthpediA (John Cummings) [15m]
JC explained that Monmouthpedia has gone incredibly well. The front page is in English, Welsh, Latin and other languages. There are ceramic plaques being placed onto the historic and notable buildings around Monmouth. There have been 320+, possibly 350+ new articles across all languages. Welsh is one of the most important languages, and is proving to be extremely popular with local people. There are also 1,200+ historical images which have been uploaded, including some very old ones from the 19th century. There's also a big community aspect - local school children who speak other languages (eg. Cantonese, Russian, Mandarin) have been writing articles about their local town. There will be a launch program with banners hanging from the lampposts, balloons, cakes, and the "welcome to Monmouth" signs will have a metal addition which names Monmouth as the "World's first Wikipedia town".
MP wanted to know if this was disadvantaging or distracting other countries, eg. Indonesia, where there are fewer articles: RB responded that no, this does not disadvantage them - it is a quid-pro-quo international effort, where our volunteers write about Finnish topics, and Finnish volunteers write about Monmouth topics. Also bringing in new volunteers that wouldn't have been writing before - including locals in Monmouth that are contributing to the other language Wikipedias.
SV then gave a mini-presentation about the PR industry's involvement here - the CIPR and the PRCA are co-operating with us to help publicise this. This will lead, hopefully, to a better relationship with the PR industry and the Wikipedia community.
The Board congratulated John Cummings for his excellent work in running Monmouthpedia.
ACTION: JD and Fae to organise reporting processes for Monmouth, and to figure out improvements the general process for project reporting.
Strategy (Fae/RB) [35m]
- 5 year plan and recommendations for the coming year. (15m JD)
JD began by explaining why we need to plan ahead: we need to be able to justify to our members, the community, the WMF and the public what we are doing and why we are doing it. We need a strategy with:
- Measurable outcomes
Everyone - especically the community - needs to feel as if they own a long-term plan. However, at present, the document is too long, and rather disordered. The next step is to look at the comments and counterproposals, and distill them into a single, simple document - this should hopefully done at (and after) the AGM, with an ETA of June.
MP feels we are going about this the wrong way. He feels we should be building this from the bottom up, with community input at all levels, entirely on an open document. CK feels that we have had ample community input over the past year - the time has now come to take a step forward with the plan. SV agreed with MP, but put forward the suggestion that individual volunteers may only be interested in specific parts of the strategic plan, rather than the whole document. JD and MLP said that a bottom-up approach is not a strategic approach.
Fae summarised: it is good practice to have a 5-year strategy. A key part of long-term strategy is communications. Perhaps we need to explain the process of strategy forming better: we need to define a managed consultative process which takes into account the community's views. CK suggested that we have a large board at the AGM with post it notes where members can post ideas.
ACTION: JD (with assistance from MP) to take the counterproposal 5 year plan and distill it into a strategic plan on a wiki that the community can take ownership, and will lead to a document that the charity can use.
ACTION: JD to explain the 5-year strategy process at the AGM
CK suggested that we have a large board at the AGM with post it notes where members can post ideas.
- Top 5 risks and proposed contingency plans. Some time float for key observations. (JD, Fæ, all)
JD explained the following possible risks:
- Reputational risk - Wikipedia and sister sites become discredited and usage declines.
- Financial risk - we run out of the funds needed to support our plans.
- Organisational risk - the UK community fractures with disagreements between its members and constituent parts.
- Collapsing editor base means a dive in quality.
- Schisms with the Foundation (or collapse of the WMF).
- Decrease in diversity of editor base.
There was a discussion about the potential forking over various issues - those perceived as 'content editors' vs the rest of the community, or various parts of Europe forking over the image filter. Another risk might be that the Bridgeman/Corel discussion is overturned. There could be a schism between UK and US Wikipedians.
ACTION: JD to start an on-wiki discussion about possible risks to the charity, using the 6 points he has identified as the starting point.
Future board meetings should regularly contain a review of the risks (at least the top 5).
Presentation: Background on progress and concept for Funds Dissemination Committee, FDC Advisory Group and the Chapters Association. (10m, Fæ)
Fae explained the FDC using a PDF presentation (and a film recording of his talk is here. There was no serious dissent from Fae's views. The WMF think that the Chapters Association is a fantastic idea, as it removes them from the 'police' role.
Fundraising update [25m]
CK explained a 'brief history of WMUK fundraising', using the page at 2012 Fundraiser (and a film recording of his talk is here). CK is recommending that we recruit another full time post: a fundraiser.
- Proposals to
- (15m, CK)
Adopt the text at 2012 Fundraiser as a statement of our goals for the 2012 fundraiser, which will then be refined into more measurable targets for the Fundraiser by CK and the staff before end August. (CK) create a new role as detailed at Fundraiser job description funded from reserves and advertise promptly with a view to a June start date. (CK)
DECISION: To hire a fundraiser in line with the above job description, with MP's addition regarding volunteer engagement.
Chapter Selected Seats for Wikimedia Foundation board. (CK) [15m]
This was discussed in camera.
Project Metrics and measurement. (CK) [10m]
CK believes that we do not measure our impact well enough. We therefore need to include a set of measures for each event which we can use to see what is successful, and to include in our reports. See Project Metrics for ideas. RS suggested that the Events Organiser could be involved heavily here. MLP suggested that we are already doing this as part of Evaluation of training.
ACTION: Daria to draft forms for project leaders to report back to the office and board etc.
Jon Davies 6 month review
- Chief Exec Reports
- Summary of agreed process (2m, Fæ)
- Summary of performance against plan (15m, JD)
- Wider community feedback, followed by Trustee workshop (25m, moderated by Fæ)
This was discussed in camera.
PQASSO and governance progress and routemap
JD explained to those guests present what PQASSO was - a measure of the 'efficacy' of the charity. By the AGM, we plan to be a self-accredited (with external evaluation of some sections) PQASSO level one organisation. Level two is not self-certified, but is not expensive to achieve.
ACTION: JD to send around a summary of the PQASSO process, and to provide extra information on specific areas on request.
Upcoming announcements and press releases (JD)
- CK wrote a paper on how we communicate - available at Newsletter/Audiences. JD realises that this paper does serve to highlight our problems.
- Stevie Benton will continue this process as part of the Comms Review
- MP raised the question of the 4 million article milestone. CK asks: is it our priority to celebrate milestones like this? If yes, we need to make sure that Stevie Benton know which ones are important to celebrate, and that he is 'on the ball'
- Fae says that we need to press the WMF to share UK-based press reports with us. JD agreed - some UK-based stories go through the WMF without keeping us in the loop. We then end up on the back foot when we're asked for comment.
- MP raised the concern that we're not using our current communication channels well - Twitter and FB accounts are often idle, and our monthly reports are very backlogged. ACTION: JD to fix the fact that the Twitter and FB accounts are often idle, and our monthly reports are very backlogged.
- ACTION: Stevie Benton to continue the communications review, with input from the board
- 4 million enwp articles, 13 million commons images, other project milestones
- WikiConference UK and Wikimania press releases
- Other upcoming milestones and announcements (NB from RO's presentation, 40K articles on Welsh Wicipedia is another approaching milestone.
The majority of this session was in camera. RS explained the current financial situation, which bonds are maturing when, and the current status of our bank accounts.
(Actions agreed with RS?)
C: Continuation of minutes and reports (Sunday morn)
Reports 21Apr12 [45m]
- Fae says that the Wikipedian in Residence at the British Library is going well, and should be in post soon. There were over 20 applicants from the community, some of which were very well known. It has increased our international reputation significantly.
- WLM is at risk, and a decision needs to be made in the next 30 days about whether or not we will be going ahead with WLM, or with another similar com[eition instead.
- GLAM Scotland is floating, but there are still phone calls that need to be made.
- Chapters Association may form a different association for large projects, and could possibly run the GLAM upload tool project.
- Fae would also like to run a networking event with our GLAMs, to keep our contacts happy and interested.
- There was a lively discussion about National Archives released pictures - would we prefer very high quality, or quantity?
- Mike Peel
Ran through his reports without issue, see [link video].
- Andrew Turvey
- Chris Keating
Ran through his reports without issue, see [link video].
- Martin Poulter
Ran through his reports without issue, see [link video].
- Steve Virgin
Completely done on Saturday
- Jon Davies
See below (CEO special reserve)
Welsh Wicipedia See the talk at [link] ACTION: - RB to talk to Cadw about a collaboration.
Matters Arising 
CEO special reserve (JD) [25m]
Our Data Protection Policy has being looked at by a UK lawyer.
DECISION: the data protection policy has been approved.
DECISION: copyright policy approved, subject to lawyer agreement.
ACTION: RS to add equal employment statistics to bottom of employment page
DECISION: modification to the finance policy
Amend text of the finance policy [RS]