Minutes 2012-09-08

These minutes are in draft. They have not yet been formally approved, and they may not accurately reflect the discussions and decisions from the meeting.

Saturday 8 September

This part of the meeting was held as a strategy day, which has been recorded at Minutes 8Sep12/Strategy day.

Sunday 9 September

Attendees

Board (voting):

• Chris Keating [CK] (Chair)
• Doug Taylor [DT] (Vice chair)
• Mike Peel [MP/MWP] (Minutes - backup)
• John Byrne [JB]
• Roger Bamkin [RB]
• Ashley van Haeften [Fæ]

Staff (non-voting):

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

Volunteers (non-voting):

• Rock drum [RD]
• Harry Mitchell [HM/HJM]
• Robin Owain [RO]

Housekeeping

MP - Review of past meetings and approval of Minutes (5 minutes)

• Minutes 12May12 Not approved due to missing info.
• Annual Conference 2012 AGM Minutes Not approved as not yet complete.
• Minutes 30Jun12 Approved.

MP - Review of email and on-wiki decisions (5 minutes)

• 30 July, Decision to support the Digital Past 2013 conference [Fæ, RB, MP, CK] Decision on office wiki All approved.
• 1 August, Decision to approve new members [RB, JB, CK, DT, MP] (see in-camera minutes) All approved.
• 1 August, Decision to appoint Martin Poulter as an Associate for the board Decision on office wiki All approved.
• 14 August, new membership approvals (3 new members)

RS/MP - Approval of new members (3 minutes)

DECISION 6.1: All new members as of 9 September 2012, were approved. RB suggested that a membership report would be a good thing to have at future meetings.

ACTION 6.3: RS and KB to write a membership report for future meetings.

Policy proposals

Staff recruitment

http://office.wikimedia.org.uk/wiki/Draft_Recruitment_Policy_August_2012#Appointment_procedures

Fae raised concerns about a communications problem between the board and the staff, in that Interns were hired without the board being kept fully informed. MP was concerned that we had several unanswered questions on the talk page for the draft recruitment policy. The minutes for 26 July were approved and 30 June approved, but not the May minutes.

JD explained the reasons why trustees were involved, and there was discussion between JD and DT about the problems about keeping trustees involved. There was an in-depth discussion about how involved the board should be in the process. Fae objected strongly to the first three sections in the Draft Recruitment Policy, which he felt were in there to discourage trustees from being involved in the process at all. JD said that he had put the three sections in because the charity's governance advisor suggested placing them in. He removed them, as per Fae's request.

MP felt that trustees should normally be on each panel. At the moment, in the formative phase of the organisation, he feels that trustees should always be on the panels. He suggested that DT and JD work on this over the next few weeks. DT disagreed, he felt that this was an issue that could be settled today.

DT suggested that the words 'or volunteer' in the first bullet point of the 'Shortlisting and recruitment process' be removed. Fae said that the key issue behind his complaint is that the board were not kept informed. MP said that although the board were informed through the weekly reports, there was not enough board involvement.

JD pointed out that with the exception of the Intern posts, which were short term positions and did include a key volunteer as no trustees had been available and on the other panels he had assembled since he took over recruitment processes a majority of the members had been trustees and volunteers. He believed in this very strongly.

ACTION 6.4: DT and JD to work on a revised version of the recruitment policy, for discussion at the next board meeting.

ACTION 6.5: JD to move this policy draft to the public wiki.

Donation and grant acceptance policy

CK explained why we need this policy. RS explained that KB was particularly interested in this policy, it should be in place for the fundraiser. RB had a small concern about the £50,000 limit being too high. JB had a few concerns about how to refund donations, but the rest of the board thought that this was a technical issue for discussion if and when the need arose.

DECISION 6.2: This policy was approved.

Representing Wikimedia UK policy

CK and JD had questions as to what the current problem with this policy was. The 'Trademark usage' policy was slightly changed for clarity after RB explained his experiences with the WMF and Monmouth/Gibraltar. The Chief Executive, or delegated staff, was chosen to be the person with authority to approve Chapter stationery.

ACTION 6.6: JD to add section to the policy about volunteer liability insurance.

ACTION 6.7: RS to start page listing everyone on office for checking and transfer to WMUK.

DECISION 6.3: the rest of the policy was approved.

Risks and risk management

JD / CK

Risk review (in particular, fundraiser readiness) (15 mins)

Risk Register (in camera)

Reserved by CK (20 mins)

MP - Declarations of Interest (5 minutes)

JD/MP - Conflicts of interest policy/2012 redraft (5 minutes)

JB - Resolutions arising from John's in-camera report - 10 mins

Openness

Confidentiality, communication and information sharing - when should things be kept private on the office wiki/list, or even just in the office (excluding trustees), and when should they be public (for info/discussion/criticism)? (MP kick-off, open discussion - at least an hour required)

This was not discussed due to a lack of time.

Finance policies and recommendation regarding depreciation

DECISION 6.4: Capitalisation policy of 3 years and over £200 was approved.

DECISION 6.5: Accounts were approved, subject to a change of roughly £3800 regarding PayPal fees.

DECISION 6.6: To amend the Finance Policy 2012 to create section 6.4, which reads "The value of any such asset will be depreciated on a three-year basis for the purpose of monthly depreciation values. The specific value of the asset will be assessed each year prior to our financial audit taking place." [I'm sure I've objected before to the 2nd sentence - what does it mean? JB]

Trustee authorisation limits

MP explained his severe concern that financial decisions of the board are not being properly tracked, and that spending was not being kept within budget lines. As a result of his warnings, there were several decisions to amend our policy:

• Funds are specifically delegated to the initiatives that are explicitly described in the respective activity plan. Should an initiative not be specifically included in the activity plan, then the Board needs to be notified about the change of purpose of the budget line should the amount affected be equal to or greater than £500.
• The Board must be informed of any expenditure that exceeds £1,000, and the Board must be given a 24 hour period in order to raise objections to this expenditure. Should any trustee object to the expenditure, then a formal decision must be made about said expenditure.
• The Board must formally approve of any expense that exceeds £5,000, excluding recurring expenses (such as salary, pensions and rent).

ACTION 6.8: All Board and staff to check this [trustee authorisation limits policy change].

ACTION 6.9: RS to check Finance policy updated to reflect this [trustee authorisation limits].

Key Performance Indicators

Jon's draft KPI document; https://docs.google.com/document/d/1T8V6uAJHyZ4ft7XOnk1wbCQS4ArmYMbxWITWwFOnlds/edit?pli=1

1. Performance against the service level agreement for chapter inquiries
2. Performance against volunteer and membership plans

The above was not discussed owing to time constraints.

Gibraltarpedia update / MOU

Roger updated the board on Gibraltarpedia, and explained how he would like to sign a Memorandum of Understanding with Wikimedia UK. This would not involve the transfer of any funds, but would mean that Wikimedia UK would offer in-kind support in the form of press coverage and various merchandise.

DECISION 6.7: There was support in principle to sign an MoU with Gibraltarpedia, so that we can provide non-financial support for the project via the office (such as provision of standard outreach leaflets) but it was noted that more work was needed on the draft MoU.

ACTION 6.10: MP, DT, RB, SB to work through the outstanding issues with the Gibraltarpedia MoU.

Proposals for Wales

Robin Owain

Media training / Comms review recommendations

See http://office.wikimedia.org.uk/wiki/2012_communications_strategy_key_recommendations

Other points from Reports 8Sep12

includes reports from sub-committees

Decisions requested

Conference Committee scope (see Mike's report); Technology Committee; membership of committees (MP proposal to require committee members to be Wikimedia UK members)

Digital Past 2013 Conference

JD - our level of support.

The meeting closed at (4pm?)