WikiConference UK 2013/AGM Minutes

These minutes were approved at the Annual General Meeting on 9 August 2014.

These are the minutes of the Wikimedia UK (WMUK) Annual General Meeting 2013, which was held on Saturday 8 June 2013 between 13:30 and 15:50 at Deans Sport and Leisure Centre, Lincoln.

Videos of parts of the meeting are available by clicking here.

Present

There were 44 voting members, and 41 people present in the room.

• Trustees:
  • Saad Choudri [SC]
  • Greyham Dawes [GD] (Treasurer)
  • Chris Keating [CK] (Chair)
  • Mike Peel [MP] (Secretary)
  • Doug Taylor [DT]
  • Ashley Van Haeften [Fae]
• Tellers:
  • James Farrar [JF]
  • Richard Symonds [RS]
• Minutes:
  • Richard Nevell [RN]

The following staff are mentioned by name in these minutes:

• Jon Davies [JD] (Chief executive)
• Katherine Bavage [KB] (Fundraiser)

The following members are mentioned by name in these minutes:

• Richard Farmbrough [RF]
• Ivan Hartley [IH]
• Alastair McCapra [AM]
• Harry Mitchell [HJ]

The meeting started at 13:34.

Approval of minutes

MP put the minutes of the 2012 AGM and 2013 EGM forward for approval. JF noted that the EGM minutes have broken out proxy votes, which is a departure from how previous votes were recorded, and that he feels that this is an unnecessary complication. MP feels this is extra information rather than missing information, so does not think that any changes to the existing minutes are needed. MP moved to a vote for approval of both sets of minutes, seconded by CK.

The minutes were approved by those present at the meeting, with 16 in favour, 4 abstentions, and 0 opposes.

Election of board members

JF explained the voting system. There were nine candidates for election, with candidate statements at WikiConference UK 2013/Elections/Statements. Each candidate gave a three minute speech on their candidacy, except for Christopher John Allen, Ade Arogundade and Joseph Seddon, who were absent. Candidates that were present at the meeting were asked questions by members at the meeting. Ballot papers were distributed, and members voted on the nine candidates. Vote counting began at 14:53.

Board report

The board report began at 14:54 and was delivered by CK. While it has been a challenging year, CK highlighted that there have been positive aspects such as Training for Trainers and increased number of outreach events. The Hudson Review made many recommendations, which are currently being put in place, with a high level of scrutiny from the Wikimedia movement. Structural changes to co-option and delegation have been voted on (at the EGM 2013) and implemented. Wikimania 2014 will be held in London, the five year strategy is nearing completion, and there is discussion about the relationship between the board, staff, members, and community. CK concluded by thanking DT for acting as Vice Chair, MP as Secretary, John Byrne and GD for acting as Treasurers. SC for accepting co-option, Fae and Roger Bamkin for acting as Trustees, and Jocelyn Upendran for her work as a Trustee.

CK opened the floor to questions. Yaris678 asked whether the draft five year plan was the work of the board, or the community and Chief Executive. CK said that while the Board does not write the strategy, it discusses it and asks the Chief Exec to develop one with community input to then be presented to the Board who are ultimately responsible for the strategy. Dan Garry asked what can the Board do to support volunteers run activities. CK said that the charity is eager to support people in outreach activities. JD said that WMUK website could be better organised so volunteers are better able to use it.

Finance report

See also the full text of the Treasurer's report.

Delivered by GD. 2012-13 was WMUK’s first full year as a charity. Accounts for this year will be published on the Charity Commission’s website. When the 2012-13 annual report and audited accounts are approved they will be filed and circulated to the membership per company law. Accounting and reporting complies with the Charities Statement of Recommended Practice (SORP). In future the AGM will be later in the year so that audited accounts can be circulated to the membership before the AGM so the membership can ask questions if they so wish.

Total income for the 2012-13 financial year was just over £425k compared with nearly £700k for the 2011-12 FY. The primary source was voluntary income from numerous supporters among the wiki community. Out of over £850k in reserves of unspent income from previous years the charity made a grant of £510k to the Wikimedia Foundation last year for distribution to other Chapters out of its Grants Dissemination Fund. That was nearly double the grant Wikimedia UK made to them in 2011-12. Other expenditure last year totalled £477k compared with £151k in 2011-12, thus a threefold increase.

The number of staff increased to 9 by the end of 2012-13, with £150k spent on staff salaries. GD highlighted some increases in expenditure: a two-fold increase in costs of projects led by volunteers (exceeding £100k in 2012-13) and fundraising activities (£48 in 2012-13). Office rent was £30k, an increase from £3k in 2011-12. Legal fees cost £16k, a fall from £21k in 2011-12. In 2011-12, £5k was spent on accountancy fees, increasing to £12 in 2012-13.

Wikimedia UK holds £260k in reserves, enough to keep the charity running at its present level for six months. As the charity looks to expand over the next five years, aiming to become a million-pound charity, a new financial management reporting system is under development, with the first report via the Audit and Risk Committee due in July.

The charity has been working through the 50 recommendations of the Hudson review. The Audit and Risk Committee and Governance Committee were founded as a result and have both had their first meetings. One of the results of this was the approval of a scheme of delegation to the CE. GD concluded his report by opening the floor to questions.

RF observed that current spending rate exceeds income when excluding Foundation grant. Is there a plan in case WMF decides to withdraw funding? GD responded that we need to ensure we maintain a good relationship with the WMF to ensure the Foundation will not withdraw funding. If we perform well WMF are unlikely to withdraw funding. JD observed that the creation of the FDC this year meant we submit a bid to the worldwide community which ensures funding. KB will also look into different sources of funding to support the charity.

AM asked was the rapid expansion last year expected? GD noted that project slippage meant not as much was carried out, so cost was less than expected. The governance changes mean that we should be able to carry out more activities. JD suggested that while last year we underspent, this year we are likely to spend to profile.

HJ felt the governance review treated WMUK as a mature, long-established charity and asked whether that was appropriate. CK responded that while the charity is new we have a large budget and use a well-known trademark, so need to be held to high standards.

Resolutions

MP explained the three resolutions that are being put to the members.

Resolution 1: A motion to appoint board members

MP explained the resolution, which has been proposed by the Board:

Whereas, those trustees whose term ran until 2013 have resigned effective at the end of this meeting, as required by the Articles of Association. Whereas, the Election Rules require an election of board members at this meeting.
This meeting resolves by Ordinary Resolution to hold an election in accordance with the Election Rules and then appoint the elected candidates as members of the Board of Trustees for the next two years.

There were no questions. The motion was put to a vote, and was passed unanimously.

Resolution 2: A motion to set membership fees

MP explained the resolution, which has been proposed by the Board:

Whereas, the Membership Rules require the membership fees to be reviewed by each AGM.
This meeting resolves by Ordinary Resolution to maintain the membership fees unchanged for Individual Members at £5 per year and for all Member Organisations at £100 per year.

Martin Poulter asked if we had any organisations as members. The answer from MP was that we do not. IH suggested we should approach organisations we have good relationships about becoming members. GD suggested there are legal concerns with this.

The motion was put to a vote, and was passed unanimously.

Resolution 3: A motion to appoint auditors

MP explained the resolution, which has been proposed by the Board:

Whereas Messrs UHY Hacker Young of 22 The Ropewalk Nottingham have been appointed by the directors as auditors of the company,
This Meeting resolves to reappoint them as auditors until the conclusion of the next Annual General Meeting.

GD noted that UHY have been extremely supportive and they have his recommendation. Fae asked GD that whether we will have an open procurement process after the next AGM. GD replied that we will. RF asked what the fee for the audit was. GD answered £6,000, and said that this is normal for this level of charity.

The motion was put to a vote, and was passed unanimously.

Election results

44 votes were cast, of which 3 were blank ballots resulting in 41 valid votes. The threshold for election was (41/5) = 8.20. The details of the vote counting are below. The outcome was that Saad Choudri, Michael Maggs, Greyham Dawes, and Alastair McCapra were elected.

First stage – count of first preferences

First preferences were as follows:

Name	Votes
Christopher John Allen	1
Ade Arogundade	0
Saad Choudri	16
Greyham Dawes	4
Vasileios Kospanos	1
Michael N Maggs	9
Alastair Sasaki McCapra	2
Geri McLeary	3
Joseph Seddon	5

Saad Choudri and Michael Maggs have reached the threshold and are ELECTED.

Second stage – transfer of surplus votes from Choudri

Name	Votes from previous round	Change	Votes at this round
Christopher John Allen	1	+0	1
Ade Arogundade	0	+0	0
Saad Choudri	16	-7.80	8.2
Greyham Dawes	4	+3.84	7.84
Vasileios Kospanos	1	+0.48	1.48
Michael N Maggs	9		9
Alastair Sasaki McCapra	2	+1.92	3.92
Geri McLeary	3	+0.96	3.96
Joseph Seddon	5	+0.48	5.48
Exhausted ballots		+0.12	0.12

Christopher John Allen, Ade Arogundade and Vasileios Kospanos are eliminated.

Third stage – transfer of votes from Allen, Arogundade and Kospanos

Name	Votes from previous round	Change	Votes at this round
Christopher John Allen	1	-1	0
Ade Arogundade	0	-0	0
Saad Choudri	8.20		Elected at first stage
Greyham Dawes	7.84	+2.00	9.84
Vasileios Kospanos	1.48	-1.48	0
Michael N Maggs	9		Elected at first stage
Alastair Sasaki McCapra	3.92	+0.48	4.40
Geri McLeary	3.96	+0	3.96
Joseph Seddon	5	+0.48	5.48
Exhausted ballots	0.12	+0	0.12

Greyham Dawes has reached the threshold and is ELECTED.

Fourth stage – transfer of surplus votes from Dawes

Name	Votes from previous round	Change	Votes at this round
Christopher John Allen			eliminated at second stage
Ade Arogundade			eliminated at second stage
Saad Choudri	8.20		Elected at first stage
Greyham Dawes	8.20	-1.64	8.20
Vasileios Kospanos			eliminated at second stage
Michael N Maggs	9		Elected at first stage
Alastair Sasaki McCapra	4.40	+0.82	5.22
Geri McLeary	3.96	+0	3.96
Joseph Seddon	5.48	+0.82	6.30
Exhausted ballots	0.12	+0	0.12

Geri McLeary is eliminated.

Fifth stage – transfer of votes from McLeary (first substage)

Name	Votes from previous round	Change	Votes at this round
Christopher John Allen			eliminated at second stage
Ade Arogundade			eliminated at second stage
Saad Choudri	8.20		Elected at first stage
Greyham Dawes	8.20		Elected at third stage
Vasileios Kospanos			eliminated at second stage
Michael N Maggs	9		Elected at first stage
Alastair Sasaki McCapra	5.22	+3.00	8.22
Geri McLeary	3.96	-3.00	0.96
Joseph Seddon	6.30	+0	6.30
Exhausted ballots	0.12	+0	0.12

Alastair Sasaki McCapra has reached the threshold and is ELECTED. Joseph Seddon is defeated. The second substage is not neccessary.

Close

At the end of this meeting, Doug Taylor retired from the Board under Article 16.

The meeting closed at 15:47.