Minutes 2013-02-09

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

These are the minutes of the WMUK board meeting that took place in person on Saturday 9th and Sunday 10th February 2013 at Old Street, London.

In camera sessions are held on the office wiki'

Attendees

Trustees (voting):

  • Chris Keating [CK] (Chair)
  • Mike Peel [MP] (Minutes)
  • Saad Choudri [SC]
  • Doug Taylor [DT]
  • Ashley van Haeften [Fæ]

Staff (non-voting):

  • Jon Davies [JD]
  • Richard Symonds [RS] (Minutes)

Visitors (non-voting):

  • Roger Bamkin [RB] (Sat only)
  • Ed Saperia [ES] (Wikimania) (Sat only)
  • James Knight [JK] (Wikimania) (Sat only)

Saturday 9 Feb 2013

The meeting started at 10.16.

Housekeeping

Apologies for absence

Martin Poulter sent his apologies. All trustees are present.

Agenda review

The agenda was briefly discussed. The fixed timeslots in the agenda are the governance review and Wikimania.

Declaration of interest

MP declared his interest in FDC, and that he may need to absent himself from any relevant discussions.

There were no other items declared.

Minutes of previous meetings & Reports 9Feb13/Minutes review

It was generally felt that the exec working group should agree the exec meeting minutes, and that the Board should note them.

R1 - Minutes 24Jan13
The Exec approved the minutes, and the board noted them.
R2 - Minutes 8Jan13
The minutes were approved. Fæ and MP's post-meeting notes regarding their 'nay' on the Wikipedian in Residence decision were covered. They are:
MP - I said 'nay' here on the basis that I hadn't had time to review the new draft agreement to make sure that it covered my previously-raised concerns, as it had only been shared with the board earlier that day.
Fæ - My nay was in the context of underpinning concerns of taking a heavily contractual and legal approach to future GLAM WiR projects. There is a definite need to protect trademarks, the Wikimedia "brand" and WMF word marks, however the majority of other potential issues of reputational risk are probably better addressed by policy and friendly comprehensive guidelines so that institutions and volunteers have no doubt how best practice for WiR projects, partnerships and joint funding may work, particularly when there are serious failures or exposures. At the end of the day, there is nobody here we would ever sue for damages, and we are free to withdraw funding at any point, or where there are no funds being used, take a project off our "official" register of approved projects, should that be the key issue. There is a danger that we are shifting to unnecessary bureaucracy that will drive great open knowledge projects away from the chapter and the support of the Wikimedia movement and volunteer network.
R3 - Minutes 18Dec12
The Exec approved the minutes, and the board noted them.
R4 - Minutes 17Nov12
These minutes are currently incomplete, with some things needing decisions. Note that one of the actions to form a working party to do things about WiRs did not take place. There was discussion as to who should release the FDC-related minutes, as MP cannot edit them because of his conflict of interest. These minutes were not approved at this meeting.

ACTION: CK to sort out the FDC-related minutes of the board meeting of 17 November 2012, and post them on the appropriate wiki.

A request was made by Fæ to number minutes, actions and decisions; this will be discussed at the appropriate place in the meeting agenda. The issue about the board approving the minutes of meetings of past boards was also mentioned, but not discussed.

Fae made the general point that "for any declared interest (Such as MP's for the FDC) which needs managing, there is a named manager. For issues that arise, such as handling minutes where there is a DOI, then the named manager will be the first point of action. This point was accepted by the board without a vote felt necessary, due to it being current good working practice."

The meeting moved on at this point; the minutes review will be returned to later in the agenda.

Approval of new members

15 new members were approved; their names are recorded in the in-camera minutes.

Confirmation of decisions made since the last board meeting

  1. To release the in-camera minutes contained within the Compass Review chronology
Support: CK, MP, DT (part), SC, Fæ.
Oppose: none.
Abstain: DT (part)

DECISION: The decisions made since the last board meeting were confirmed. It was noted that this did not constitute approval of the chronology itself.

RB joined the meeting at this point as an observer.

Reports

Urgent matter raised by JD

This was covered in-camera.

There was a five minute break at this point.

Chief Executive's Report

Fae noted that there was an overrun on office expenses last year. RS explained that this was due to the high growth of the office during that period and the initial estimate for office costs (£4k) was too low. Travel costs were a combination of staff travel and volunteer travel. These costs will be split in the reports for the 2013/14 Financial Year.

Review of FDC process, implications for scheduling future budgets

Fae was concerned that the 2013/14 Activity Plan did not have good targets against all items: JD answered that it will do in the future, as this is still a draft document. DT thought that it might take as much as another year to define the correct metrics for some of the items, because the goals are not at all clear at present. SC agreed.

Fae was concerned that staff reports did not have measurable actions in them, nor do they contain reports of failures and corrective actions. JD pointed out that this will be done via a traffic light system in the program planning grid, and would raise exceptions to the board in his report rather than the individual staff reports.

JD will ensure that staff reports report failures as well as successes in future.

MP raised the point that he cannot use the programmatic planning report as it is formatted as a word doc with very thin columns, and as such he cannot review and provide feedback/ask questions about it. He recommends using a wiki page and bullet points, or a spreadsheet. DT requested not using Google docs as he can't access them.

Fae would like an update on the number of current volunteers, and the number of members, three months ago and today. MP provided the number of currently active members as 284, of which 160 are 'new' and 'current' (paid up) and 124 are 'grace' (renewal pending). JD directed Fae to the monthly reports for regular updates on the numbers.

Governance Review

Discussion with Keith Smith from Compass

CK introduced KS from Compass. Compass requested that this section be kept in-camera with only current trustees and the CE present. As a result, RB and RS left the meeting at this point. The board meeting was put on hold for this discussion item, which was not formally minuted. (Handouts: Roles on a Board, Life cycle of a Board)

The board meeting resumed at 14:00 with the Wikimania bid team present (those indicated with 'Wikimania' in the attendee list above).

Wikimania Bid

ES and JK showed several videos which they have taken of the various supporters, including Jimmy Wales. They also showed drafts of their website, and a list of speakers. There were concerns raised about the following points:

  • Fae had several questions, and raised the issue that the bid team do not currently have a governance/audit committee.
  • MP was concerned that volunteers were not involved enough
  • MP was concerned that there was only one viable bid for Wikimania 2014.

The board re-affirmed their support for the London Bid.

ACTION: SC to review WMUK/Bid Team MoU over the next few weeks.

There was a five minute break until 15:00.

Trustee cooption

The board went in-camera at this point, with only staff and trustees present.

We currently have two trustee vacancies. We have a person that's willing to fill one of them - Greyham Dawes. All members of the Board have met or spoken to him in the last week or so. He is keen to be a trustee, and is willing to take on the role of being treasurer.

DECISION: To co-opt Greyham Dawes to the Board.

Support: DT, CK, SC, Fæ, MP
Oppose: None
Abstain: None

DECISION: For Greyham Dawes to undertake the role of Treasurer, subject to his agreement

Support: DT, CK, SC, Fæ, MP
Oppose: None
Abstain: None

ACTION: CK to follow up with Greyham Dawes about his appointment, and to assemble an announcement for the blog.

QRpedia agreement

The board explored the issues surrounding QRpedia with RB, including how things have developed, the current understanding of DT and RB, and the issues with a potential patent infringement.

Paper copies of the principles previously discussed between DT, SC and RB were shared. There was a brief discussion between the Board and RB regarding the outstanding issues. RB then left the room while the Board discussed the matter.

Principles:

  1. Full assignment of all domains and IP in relation to QRpedia;
  2. Agreement reached on outstanding drafting points – removal of revenue share;
  3. WMUK to license the technology for free use (via a free license) in line with our charitable objectives;
  4. RB and Terence to attend a signing ceremony (photo opportunity) and to release a statement as agreed;
  5. RB and Terence to be honorary advisors to help develop QRpedia;
  6. WMUK will ensure that RB and Terence are appropriately attributed for their work, and that QRpedia will be available in perpetuity.

DECISION: To approve the principles set out above and to delegate responsibility to JD and SC to assemble the agreement and sign it.

Support: DT, MP, CK, SC, Fæ
Oppose: None
Abstain: None

Finance policy

JB moved the revised finance policy as set out at [1].

DECISION: To approve the revised finance policy

Support: CK, DT, MP, Fæ, SC
Oppose: None
Abstain: None

The meeting closed for the day at 17:00.

Sunday 10 Feb 2013

Meeting started at 10.00 with CK, MP, SC, Fae, DT, JD and RS in attendance.

Risk Register

JD explained the Risk Register, which will have a board re-assessment quarterly (every in-person board meeting), and a full review yearly. CK thanked JD for the register. Fae objected to the Register, as the risks identified are vague, with no contingency plans. He had serious concerns, and was surprised that this is the result. DT did not expect this to be a 'final' risk register, and said he expected it to be reviewed and improved in future. CK agreed with JD's proposed 'appetite for risk', and thought that the document was appropriate for what we need, but that it could be better in future. MP thought it could be better: he would like to see it improved, and thought JD and Fae should sit down and work through the differences. MP disagreed with some of the risks, and some trustees found the Google Doc inaccessible, and would have preferred it to be on a wiki.

JD proceeded to take the trustees through the rest of the document, and CK asked if the trustees were happy to accept the general statement on risk. Fae says that this document does not make clear the board's expectation on the reporting of risk. He would like that mentioned in the framework. Fae would also like a simple list of the top five risks. SC agreed with part of what Fae said, and noted that the top five manageable risks needed to be reported to the board. JD agreed to report the top 4 or 5 risks to the board when he reports.

Fae would like our risks to be consulted on by the community, who may have some input on what the top five risks might be. Fae is concerned that the staff did not invite any of the board or the community to their risk planning meeting. JD replied that this was a staff meeting, not a general meeting. DT asked when this risk register should be made public. JD says he needs advice on this from the board.

ACTION: JD to ask trustees to opine on which parts of the Risk Register are sensitive, and to report back to the board on which parts should be released. The Register should be released by the 18th February.

CK moved that the board should agree

  1. to formulate a general statement about risk culture.
  2. a format for staff and Board to oversee and manage risks.
  3. a set of risks is identified and put through the impact/likelihood formula so that for 2013/14 they become the risks that are monitored/managed.
Support: SC, CK, DT
Oppose: Fae
Abstain: MP

DECISION: The three above points were agreed

CE report to board on planning - Feb 2013

The trustees asked if there had been community involvement in this: JD said yes, but the community had not expressed much interest in it. CK asked about the planned survey: JD explained that this is planned in circa March-April to find out what our stakeholders would like to happen in the coming years. Fae asked what the responses to the three risks identified were, and JD responded by going into the risks in more detail. SC expressed the opinion that this may become unmanageable because of the sheer size of the discussion. He says that the board should help funnel the discussion towards a full strategic document, rather than focussing on minutiae. MP said that the plan should be as 'SMART as possible', so that there are defined, if broad goals.

JD said that we would have a workshop for members and board in March, where they can come and discuss it - possibly including an on-line element. CK asked if the board agrees with this paper. The board agreed.

Fae raised some concerns about the formatting of the documents, which made it difficult for him to read the report. Fae also suggested that stakeholders are interviewed as stakeholders to gain their thoughts individually. This should include trustees, and should also include the WMF. Fae also asked if the board could be kept informed of any costs for this process.

There was a short break at this point.

Governance review

Motions to effect governance review recommendations

CK introduced the governance review and outlined his view that we should implement several parts of it by a series of implementation motions. These are listed at Governance Review/Implementation motions. These are:

  1. Welcoming the review
  2. Establishing a governance committee
  3. Establishing an audit committee
  4. Changing the structure of the board - asking the CE to draft a motion to bring this into effect if passed at the AGM
  5. Two conflict of interest changes:
    1. A - our own COI policy, or
    2. B - the WMF's policy
  6. Two options about delegating authority:
    1. One proposed by CK
    2. One proposed by Andrew Turvey, a previous chair.

There was some discussion as to whether these would include modifying the Articles: CK says that they do not, however, after further discussion, DT pointed out that the Articles do need to be changed at some point in the future in order for the Committees to work. MP was concerned that the motions are not detailed enough.

There was discussion as to when these committees could be in place by. After some discussion, the 'Establishing a Governance committee' proposal was amended slightly. CK put the Governance Committee proposal to a vote, but there were several more points raised, so that proposal was amended again.

DECISION: That the motion as at http://uk.wikimedia.org/w/index.php?title=Governance_Review/Implementation_motions&oldid=35417, regarding only the Governance Committee section, is approved

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None

DECISION: That the motion as at http://uk.wikimedia.org/w/index.php?title=Governance_Review/Implementation_motions&oldid=35418, regarding only the Audit Committee section, is approved

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None

There was some discussion about the Board Structure motion and the constitution's 11-member limit, and if it could ever be reached under the new system.

DECISION: That the motion as at http://uk.wikimedia.org/w/index.php?title=Governance_Review/Implementation_motions&oldid=35422, regarding only the Board Structure section, is approved

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None

There was some discussion about the motion on 'Conflict of Interest (A)'. Fae and DT felt that the wording could be improved, and Fae said that the wording does allow discussion about whether a trustee should leave when conflicted. DT does not want the 'freedom to choose' whether or not a trustee should stray in the room to be constricted.

DECISION: That the motion as at http://uk.wikimedia.org/w/index.php?title=Governance_Review/Implementation_motions&oldid=35422, regarding only the paragraphs 'Background' and 'Disclosure' in the 'Conflict of Interest (A)' section only, is approved:

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None

There was then discussion about the paragraph regarding 'employment related to the charity'. MP was concerned that the section was not specific enough in distinguishing between significant or negligible funding (e.g. paying for lunch at an event at an organisation), but DT responded that the discretion of the board in these circumstances would be sufficient. MP was of the opinion that the sentence '...they will not be eligible to rejoin the board for 12 months' should be reduced to 6 months, because he felt that 12 months was too long given the timetables of our AGMs.

DECISION: That the motion as at http://uk.wikimedia.org/w/index.php?title=Governance_Review/Implementation_motions&oldid=35432, regarding only the paragraph 'Employment related to the charity' in the 'Conflict of Interest (A)' section only, is approved.

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None

'Conflict of Interest (B)' was not moved as the WMF have not adopted the guidelines yet.

There was discussion as to the 'Delegation of Authority' section and the two proposed motions. DT would like this review to include a review of all delegation of authority, including that to volunteers and committees, rather than focussing on CE delegation. MP felt that delegation takes power away from volunteers and gives it to staff. As a result, he prefers Andrew Turvey's proposal. As a result of further discussion with MP, CK updated his proposal as at [2]. Fae was concerned that we are not meeting our Volunteer Policy, because things are being done by staff too often.

DECISION: That the motion as at http://uk.wikimedia.org/w/index.php?title=Governance_Review/Implementation_motions&oldid=35436, regarding only the paragraph 'The Board asks the Chief Executive to propose at the next Board meeting a formal statement of delegated authority for the position of Chief Executive, taking from appropriate models where appropriate. We further ask the Chief Executive to review the current implementation of the chapter's vision for the relationship between paid staff and volunteers as set out in Volunteer Policy and ensure that the work of the charity retains its focus on recruiting and empowering volunteers.', is approved.

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None

DECISION: That the board approves the text of 'Welcoming the review'

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None
Representatives at Wikimedia Conference 2013

MP provided a background for this. The board discussed how many people to send - we are allowed to send two board and one staff member. One of these people might be the WCA representative. CK expressed his interest. Fae says he should go as well if he is the WCA representative. DT suggests that we send CK and Fae as named delegates, with JD either going himself or delegating to a staff member as he feels appropriate.

DECISION: To send CK and Fae to the Chapter's Conference as named delegates, with JD either going himself or delegating to a staff member as he feels appropriate.

Wikimedia Chapters Association (Fae/MP)

Fae introduced the discussion and explained what is happening at the WCA meeting in London next week. MP asked if any of the suggestions for activities of the WCA at Wikimania 2012 have been saved and contributed to the aims of the WCA - Fæ clarified that they ended up being incorporated in the charter. CK is concerned about how little the WCA has attained in the previous year, and asked if this is something that should be brought up at the meeting. Fae said that he will bring it up if the board feel it is appropriate.

There was then further discussion on the opinions that other chapters and movements had on the WCA. MP moved onto discussing the Representative Responsibilities. He was concerned about the delegated authority and reporting duties, and if Fae has the ability to vote in these legitimately. Fae answered some of these concerns, and MP suggested that we clarify these at a later date, once the WCA is more stable. DT also raised the issue of term lengths. IT was agreed that these discussions would be carried forwards to a future meeting.

Proposed new and revised policies (JD)

WMUK Security Standards & IT Security Policy

JD introduced these policies. DT said that he agrees with them and that we should approve them. Fae was not happy with approving these policies, as he has not read them, and feels it not be a good use of trustee time approving low-level procedures like these.

DECISION: To approve these policies, and ask JD for a review of them to be carried out and reported on at the September Board meeting.

Support: CK, DT, MP, SC
Oppose: Fae
Abstain: None
Recruitment Policy

MP had raised one small concern on the talk page, DT agreed with it but said that it was a small decision that should be standard operating practice anyway.

DECISION: To agree the Recruitment Policy. Approved by consensus.

Volunteer Conflict of Interest Policy

MP asked if community concerns had been addressed: JD said that he believes that they have been. CK asked if we are happy to approve the policy as at http://uk.wikimedia.org/w/index.php?title=Volunteer_Conflict_of_Interest_Policy&oldid=35443. Fae had a procedural oppose, as this policy has guidelines, as well as policy points, as well as examples, and is therefore not a 'policy' as he understands it. Fae would like policy to be clearly separated from guidance. DT opposed on the basis that the policy is not helpful to the structure of committees, and makes it too difficult for them to exist.

DECISION: To approve the Volunteer Conflict of Interest Policy, and to ask for it to be reviewed in September.

Support: SC, CK, MP
Oppose: Fae, DT
Abstain: None

Education committee

Receive minutes of January 2013 Education Committee meeting

The board noted the minutes of the meeting and thanked the committee for their work.

Daria request to join education committee

DECISION: The board approved Daria's request to join the committee. No objections.

ACTION: JD & MP to work on the General Committee Charter (taking into account Draft report on sub-committees)

Request to approve Training the Trainers/Agreement for trainers

Proposed to agree this agreement, minus the introductory text. Moved by CK.

Support: CK, MP, DT, SC, Fae
Oppose: None
Abstain: None

DECISION: The agreement for trainers was agreed

Tech committee

MP explained the issue of whether the WMUK wiki should be moved to be hosted by WMUK itself. The board felt that the move to a WMUK-hosted wiki should go ahead. They have asked the technical staff of WMUK to carry this out.

Preparation for WikiConference UK 2013

There was much discussion about the potential date for the board interest day, and whether or not there would be an EGM to change the voting system and define the board composition.

ACTION: JD and RS to draft a resolution to change the voting system at an EGM, working with MP (secretary)

ACTION: RS to send out a call for tellers

ACTION: CK to prepare board report

ACTION: Treasurer & RS & JD to prepare Financial Report

The plan is 23 March for the board interest day in London (at the office), and 13 April for the EGM co-incident with the GLAM-WIKI conference (in London - TBD whether it will be at the BL or office).

Signpost article

CK is encouraged to write a reply to the Signpost as himself, with the board's views in mind.

The meeting ended at around 15:00.