Minutes 2012-10-09

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

These are the minutes of the Board meeting held by teleconference on 9 October 2012 between 19:30 and 21:00. The agenda is at Agenda 9Oct12.

Attendees

Trustees (voting):

• Chris Keating [CK, Chair]
• Doug Taylor [DT]
• Fæ [Fæ]
• Mike Peel [MP; minutes]
• Saad Choudri [SC]
• John Byrne [JB]

Staff (non-voting):

• Jon Davies [JD]
• Richard Symonds [RS; minutes]

Legal (non-voting):

• Tom Murdoch [TM]

Observers (non-voting):

• Andrew Turvey [AT]

The meeting started at 19.35.

Jon sent around a report and recommendations prior to the meeting; this is on the board wiki.

Governance Review

Terms of Reference

TM (Stone King) updated the Board on the latest changes to the draft terms of reference for the expert consultant. After a discussion (held in-camera) of various details of the terms, CK moved a resolution.

DECISION: Resolved, to adopt the terms of reference as presented to the Board on 9 October 2012, with or without the change made to 4.2.

• Aye: CK, MP, JB, DT, SC
• Abstain: Fæ

The motion was hence passed, with 5 in favour and 1 abstention.

Fæ explained his abstention by saying "I am left wondering why the board would be asked to decide whether to accept the terms or not, after the interviews have been conducted. Unless I am missing something here, it no longer seems relevant for the board to spend time discussing this, if the decision has been made operationally, then this can by definition no longer be a decision for the trustees, and we should record this in our board meeting as such. The document has not been available for me to read, discuss or raise further questions on in advance of the board meeting."

Appointment of reviewer

JD and JB reported to the Board on the interviews with the expert consultants, which had been conducted by phone with a WMF representative present. TM commented on various points, including those that arose from the trustees. JD and JB made their recommendations, and an in-camera discussion followed.

(AT left the meeting at this point.)

DECISION: It was resolved that the Board would be happy with either of the two proposed expert reviewers, with a preference to the ex-Charity Commission candidate. It was also resolved that the details of the appointment of the expert reviewer, including further conversations to be had, are delegated to CK, JB, JD.

• Aye: CK, MP, JB, DT (see below), SC
• Abstain: Fæ (see below)

Passed 5 in favour 1 abstention

Fæ explanation of abstain vote: "I have not been invited to be involved in the interview process. An email providing questions that were likely to be asked in the interviews was circulated to trustees after interviews started. No process was agreed with the trustees in advance of interviews starting. This resolution was not drafted in advance of the board meeting. The interviews were started before the board had agreed to adopt the terms of reference and before the terms were in a state to be proposed to the UK Board."

DT noted that he was concerned that the experienced candidate would do too little of the work himself, and CK, JB and JD were aware of these concerns and would take them forward.

There was an 8 minute break at this point, until 21:03.

Working practices for in-camera minutes

CK thought it would be helpful to publish in-camera minutes where possible. Fæ pointed out that the 19th is of particular interest.

ACTION 7.1: MP to assemble a list of public and in-camera minutes which are ready for approval or have previously been approved, and set up a voting page on the office wiki to approve them and decide whether they should be made public or not. New in-camera minutes will be posted to the board wiki for now, and moved onto the office or public wikis as the board decides. Office to assist MP wherever possible.

Publicly record the agreement and the process followed for the joint statement

The joint statement is at [1]

Fae asked that this process be minuted properly. CK agreed and said that this was a good idea.

(AT rejoined the meeting at this point.)

The board assembled a joint statement of the process that had been follow, which was as follows:

Tuesday 24 September

• Board telecon agreed a statement for review with the WMF. In-camera minutes were recorded.

Wednesday 25 September

• The statement was reviewed with Stone King (the WMUK lawyers).

Friday 28 September

• At c.19:30 a conference call finished between CK, JB and JD and representatives of the Wikimedia Foundation (Sue Gardner, Geoff Brigham, Jay Walsh). CK then finalized the wording of the amendments to the draft statement that had been agreed during the call with Geoff/Jay. An agreed text was then circulated to the Board list (at 20:17) and CK attempted to contact all Board members (except Saad who CK understood to be on an aeroplane). CK reached JD, MP (by email), DT, JB who indicated they agreed for the statement to be published with some further changes. Fæ was available but was regrettably not consulted.
• Fae asked for it to be minuted that no vote was recorded. We had used similar processes for interim statements in the past, but he felt that the process followed was not appropriate for this statement.
• The blog post was published at 21:12.
• One of MP's requested changes wasn't made prior to the publication of the blog post, but was subsequently resolved by email without changes being made.

Jon's further recommendation's

In JD's report (2nd page, item 3), JD asked that we recognise it will cost extra funds to pay the lawyers to give evidence for the review. A decision to adopt this recommendation was made. For: John, Chris, Doug, Saad, Mike.

JD asked that we move forward, and recommended that we get Stevie to build a positive PR campaign over the next four months (in terms of positive press coverage). In addition, Katherine and Stevie to plan for PR during the fundraiser, to prepare for any issues. The board were happy with these recommendations.

Finally, JD suggested a statement to be issued by the board. The discussion around this was recorded in-camera.

The next scheduled meeting is on 17 November.

The meeting closed at 22:09.