View source for Minutes 2014-09-19

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| These minutes were approved at the board meeting of 4 October 2014.
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The meeting began at 10:10. Present were:
*Michael Maggs [MM], in the chair
*Greyham Dawes [GD]
*Simon Knight [SK]
*Chris Keating [CK]
*Carol Campbell [CC]

Also in attendance were:
*Jon Davies [JD] (Chief Executive)
*Richard Symonds [RS] (Minuting)
*Stevie Benton [SB]
*Daria Cybulska [DC]

==Apologies for absence==
Alastair McCapra, Saad Choudri and Joseph Seddon apologised for their absence. Kate West apologised for being late and was not present at the beginning of the meeting.

==Matters arising not on the agenda==
There were no matters arising.

==Approval of agenda==
MM asked if we would be dealing with the QFMR today. Greyham said that as ARC has not yet reviewed it, he would prefer not to. 

As to the budget for the FDC proposal, it was agreed that since all the necessary information is not yet available, the board would sanction a provisional budget, subject to ARC approval, fundraising and tech reviews, and outcomes of discussions with the FDC. The budget will be re-reviewed in October and again in December. 

==Declarations of interest relevant to matters on the agenda==
There were no declarations of interest relevant to matters on the Agenda. 

==CE reports==
===WMUK programme proposals 2015-16===
JD explained the background for the plans. This time last year, we were still under the shadow of the governance review, and the WMF did not feel confident in any of the chapters. The new WMF ED is an unknown quantity, but the board of WMF are generally supportive. She is clearly focused on improving the reader and contributor experience through better software. She has not yet addressed chapters, but it seems likely that she will be looking for ways of reducing financial support to chapters. 

In terms of funding, we do not have a funding crisis. JD explained that we can contemplate growth. We must assume that FDC funding will sooner or later reduce, especially as third world chapters are starting up. It is unlikely that we will ever be an independent banner-controlling fundraiser again. KB and JD are trying to build close links with the WMF to mitigate the effects of that. Our work in Wales and with GLAMs is good, and we have a stable staff base. We lead the chapters in our reporting, and our financial systems are moving forward steadily – much better than the issues with previous Wikimanias, where Wikimania was just as expensive but with less of an outcome than Wikimania London.

JD explained the paperwork in front of the trustees. He further explained the possibilities he had planned for 2015-16. 

CC was concerned that the chapter agreement was unbalanced and did not protect WMUK enough. Playing devil's advocate, MM asked: what would happen if we started fundraising very aggressively using the WMF trademarks? In all likelihood we would be stopped by the WMF.  Because of the large deficit budget being proposed, it is imperative, CC suggested, that we renegotiate the chapters agreement when we can. CK felt that this is unlikely to happen, but that the realistic worst case is that our trademark agreement is updated by the Foundation in such a way that we are unable to fundraise using the Wikipedia or Wikimedia marks.  We hope that will not happen, of course.
:{{action}}RS to send a link to chapter agreement to CC. 
:{{action}}CC asked RS to produce a cashflow estimate for the next year that takes cash into account, as a significant amount of next year's expenditure is "in kind".

JD moved on to answers to some trustee questions, particularly about the two year settlement that the FDC had floated. GD felt that a two year settlement was not ideal, as the chapter is still developing its strategy and does not have time to extend its detailed plan over a second year in time for the FDC to approve it. The feeling from the board and staff present was that there is currently a lack of clarity as to what the benefits and risks to the chapter would be.  GD in particular was not happy with the idea, as he felt we don’t have enough information from the FDC to make an informed decision, but MM was supportive.  JD was asked to seek more information from the FDC about the two year claim idea.

CK and GD were concerned about the lower level of reserves predicted with another deficit budget. The board decided that they will require a balanced budget this year, with no further deficit spending.  This would mean an increase in our FDC allocation and our external funding, and some cuts in our spending.  A discussion ensued on which expenditure could be cut in order to have a balanced budget.

CK proposed that we postpone hiring a developer and that, instead, we increase fundraising spending, which would be an investment for future years. The board considered how the FDC would view our fundraiser or our development posts. It was suggested that in all likelihood they would look poorly on fundraising posts, but may look more kindly on helping us to fund the development post. There was discussion about not proceeding with the proposed Programme Support Manager role, but this was opposed by JD and the staff who believed that staff were already overburdened and not funding this post would jeopardise our most successful projects. JD was quite certain that a developer was necessary given the ongoing discussions about software on external mailing lists, and the fact that the board are keen on improving our technical abilities. There was a small discussion on whether the board would be willing to accept dipping into our reserves by a small amount. The board was not willing to do so. 
:{{decision}} The board decided not to take money from reserves. In addition, for clarity, the budget will be split into “funded from existing sources” and “funded from new external sources" streams (such as gifts in kind and new UK-specific fundraising).  The board agreed an adjustment to the FDC bid amount to £405k. In addition, we will add a developer amount of £45k onto the FDC bid, and argue for that as a separate item.  Finally, JD will find £22k from trimming the budget, upping the external fundraising targets (subject to approval from Katherine Bavage), and by re-estimating direct debits which the board felt were currently estimated too low.

:{{action}}JD to keep the board advised on the budget progress for the October board meeting.

==In camera session==
There was a board in-camera session at 14.00.

[[Category:Board meetings 2014-15|20140919]]