Talk:Agenda 8Jan13

Midas

Refer to:

Email Fae017, 22 November 2012

• Email "Action: [Fae017] Contracts and Agreements corrective and preventative action plan // was: Midas", 22 November 2012 @08:09, which recommended an independent audit of procurement records, processes and policy.

Vote of trustees on Invoice 241 (Midas)

• http://office.wikimedia.org.uk/wiki/Decisions/Payment_of_Invoice_241 where the board of trustees approved payment of an invoice for £7,898.40 without reference to an authorized existing agreement.
  • I note that the Board agreed that the invoiced services had been delivered here. Mike Peel (talk) 21:54, 2 January 2013 (UTC)
    • As you are aware that was never in dispute, and was not the matter of necessary financial and legal records for the charity that should have been in place, in my opinion as a trustee with a duty of operational oversight (a duty we jointly share), before this invoice was paid. I note that the trustees are still waiting for any records representing any written agreement or summary of any verbal agreement that could be used to review the presented invoice (now paid) against to ensure the services were delivered with specified content, schedule and price, including expenses, that were offered in a fixed agreement rather than a draft proposal or generic terms without evidence of review or agreement by the charity. If I have a plumber working to fix a leak at my home, I expect a quote, I expect to have the opportunity to review the stated terms, schedule and price, when I agree the service to be delivered either I sign an agreement or my verbal agreement is clearly against the quotation which becomes the contract for work to be done, and when the invoice is presented I can review it against the quotation and could potentially refuse to pay or renegotiate the price if the service is not as was agreed by contract, and there have not been variations to the quoted service agreed during the supply. I see no reason why a large charity should not have the same level of basic financial and operational control over services worth many thousands of pounds of donor's money, that I expect in my own home for services of a few hundred. Thanks --Fæ (talk) 08:54, 3 January 2013 (UTC)
      • You can't refuse to pay for services that have been delivered just because your own internal processes weren't followed correctly. Midas had every reason to believe Jon was authorised to enter into that agreement on that charity's behalf, so they haven't done anything wrong and are entitled to their money. The motion you link to should simply have been ruled out-of-order by the Chair, since the board can't resolve to act contrary to the law and anything other than passing the motion would have been contrary to law. You might be able to force Jon to reimburse the charity, but I doubt you would have much luck there since, if he did exceed his authority, it seems clear it was due to a misunderstanding rather than any wilful act. You would also need to prove that the charity was damaged by it, which would be difficult since you would need to show that the services rendered weren't worth the money and I suspect we were charged fair market rates (the question is over whether fair market rates represent value for money for the charity, which is highly subjective). Saad can explain the finer points to you, I'm sure - this is just a layman's view, but it's pretty common sense stuff. --Tango (talk) 12:30, 3 January 2013 (UTC)
        • In a personal conversation several days in advance of the vote being drafted, I advised the Chair to avoid having a vote as it would be pointless, and it would leave me personally in the ridiculous position of voting nay when any nay was meaningless - as indeed is any opinion in such a vote where the outcome cannot be changed. I would much, much rather have been in the positive position of having the facts accurately presented to the trustees and then agreeing an improvement plan, this has still not happened. I understand the legal issues reasonably well, having managed quality assurance of contracts both as customer, supplier and independent auditor over the last 30 years both in tiny start-ups having to buy stationary, through to large corporations with contract values up to £300m. The question of paying for services delivered was quite separate to the questions I started asking several weeks before the October 2012 Midas training and, at that time, I and the other trustees received incorrect information. Hence my repeated requests for an independent audit of procurement, having personally lost confidence that the charity is implementing the authorized Finance Policy 2012 and has failed to agree a plan of corrective and preventative action when issues have been identified. In these circumstances where a vote that puts the board in a position of retrospectively agreeing payments, I would be failing to comply with the Trustee Code of Conduct if I voted "aye" rather than "nay" or "abstain" where I have not been provided with the appropriate necessary records of how the board of trustees are now responsible for the payments we are apparently being obliged to agree. Thanks --Fæ (talk) 22:11, 3 January 2013 (UTC)

Draft board of trustees vote on Train the Trainers February 2013

• http://office.wikimedia.org.uk/wiki/Decisions/Train_the_Trainers_February_2013 a draft for a vote of the board of trustees.
  • This is still being drafted. Mike Peel (talk) 21:54, 2 January 2013 (UTC)
    • Yes, as I stated. It was created by you on 15 December. I have highlighted it as part of the evidence that our fellow trustees should read in advance of this board meeting due to my statement in the discussion section, which includes my recommendation that this vote should not be held (again) in camera as I see no benefit in continuing to keep this issue a secret when it has now been a matter of contentious discussion by the board of trustees for several months and is underpinned by financial records which must become public at some point. If it is still draft at the time of the board meeting due to a lack of trustee engagement, there is no particular reason for the trustees to vote on it at that time, indeed there is no particular commitment at this time that the TTT event must be held in February as there can be no contract in place for the event. --Fæ (talk) 08:54, 3 January 2013 (UTC)

Midas terms and conditions

• http://office.wikimedia.org.uk/w/index.php?title=File:2012_Midas_Terms_and_Conditions_for_Wikimedia.pdf
  • There is no evidence that the terms were negotiated, or reviewed, for the benefit of the charity and there remain some issues with the details. I have not, and do not intend to be responsible for, reviewing the contract terms, however I do notice the following issues in these short standard and generic T&Cs:
    • They reference a "work statement" including time-scales for delivery which has yet to be provided for any training so far delivered.
    • They provide for Midas to sub-contract the training to another provider or change the individual employees to supply the training with notification and agreement with WMUK, but it is unclear if the contract can be terminated without penalty if WMUK reject a change.
    • Termination appears heavily one-way, in particular it does not seem acceptable to WMUK that as soon as an agreement is in place, an indefinite time in advance of delivery, the dates of training cannot be moved without paying 50% of the fees (or more if within 20 days of the date in the "statement of work" (presumably another term for the previously mentioned "work statement")). This provides for no window to negotiate suitable dates of training with volunteers and may result in training being delivered regardless of low numbers of volunteers being available on any particular date. This also fails to cater for the previous point of how both parties may wish to negotiate alternative dates if the most appropriate trainers become unavailable through illness or other circumstances. The same clause requires full payment for any partial delivery of services along with all expenses if, for example, the trainer has a bereavement along with any other circumstances outside the control of the company. Again, both parties should negotiate alternative delivery to ensure the training completes, rather than is left in the potentially unsatisfactory state of being paid for but unfinished.

  --Fæ (talk) 07:38, 4 January 2013 (UTC)