Minutes 2012-09-25

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These minutes were approved at the Board meeting on 7 December 2013.

These minutes summarise the meeting; detailed minutes are in-camera.

Minutes of the board meeting 25 September 2012, held virtually via teleconference.

Present:

  • Jon Davies [JD]
  • John Byrne [JB]
  • Mike Peel [MP]
  • Chris Keating [CK, Chair]
  • Richard Symonds [RS, Minutes]
  • Tom Murdoch [TM] (Stone King)
  • Ashley van Haeften [Fæ]
  • Doug Taylor [DT]

Overall topic: Charity's response to the resignation of Roger Bamkin from the Board

The meeting started at 19:30.

Declarations of interest[edit | edit source]

Chris asked if there were any conflicts of interest on the board that might affect the meeting. Mike Peel currently holds an unremunerated post for the WMF, as he is on the FDC. He will be abstaining on any votes about the FDC. CK does not consider that this position prejudices his ability to contribute to tonight's discussion. MP offered to step out if he felt that discussion veered too close to the FDC. Fae has made all of his email correspondence with RB available to the board, just in case. He has not had a private conversation for about two months with RB. Fae does not consider that he has a COI, CK concurred. Fae did offer to step out of any discussions.

Governance review / Trustee co-option[edit | edit source]

The Board discussed a recommendation from Jon Davies to commission an external review of our governance in the light of Roger's resignation.

DECISION: That an external consultant with expert governance experience be contracted to undertake a review and report swiftly to the board on the governance of the charity particularly with regard to conflict of interest issues, and recent changes to the Board, by interviewing trustees, staff, former trustees, advisors, representatives of the foundation and by seeking community feedback.

Voting:

  • Aye: JB, CK, Fæ, DT, Saad, MP.
  • Nay: none
  • Abstain: none

It was agreed to delay discussion about co-option of a new trustee until a future meeting.

Wikimedia fundraiser[edit | edit source]

The Board discussed Wikimedia UK's participation in the Autumn's Wikimedia fundraiser, in the light of Roger's resignation, and recent communications from the Wikimedia Foundation. The Board received advice from TM regarding their duty to act in the best interests of the objects of the Charity, and their duty to act independently. The Board discussed what steps should be taken to ensure the Charity remained a going concern in the event we did not participate in the Fundraiser.

DECISION: The Board unanimously agreed a statement of our position to be communicated to the Wikimedia Foundation the following day.

DECISION: to pay the lawyers for the remaining legal advice we need to have in order to fulfil our obligations under the fundraising agreement.

DECISION: to hire either of the possible IT consultants to aid our lawyers in this work, with the decision of which to hire delegated to the office.

FDC bid[edit | edit source]

(Mike Peel left the meeting for this item)

The Board agreed to submit a revised FDC bid in line with a total budget next financial year of £800,000, in line with strategic priorities already identified.

The meeting closed at 11.55pm.