Minutes 2013-06-13

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.

These are the minutes of the board meeting held on 13-14 July 2013 at Development House, London.

Attendees

Trustees

• Chris Keating [CK] (Chair)
• Mike Peel [MP] (Secretary, Saturday and part of Sunday)
• Saad Choudri [SC]
• Greyham Dawes [GD] - Saturday only
• Michael Maggs [MM]
• Alastair McCapra [AM] (Secretary, following MP's stepping down from the role on Sunday)

Staff

• Jon Davies [JD]
• Richard Symonds [RS] (minuting)
• Daria Cybulska [DC] - Sunday only
• Katie Chan [KC] - Sunday only
• Stevie Benton [SB] - Saturday only

Other

• Jan-Bart de Vreede [JBDV] - Visiting trustee from WMF

Saturday 13 Jul 2013

Pre-board meeting orientation

• Wikimedia UK's history, culture and values

Approval of agenda

Agenda was approved.

Declarations of interest regarding matters on the agenda

MP declared his interest: he is a member of the FDC and will recuse himself from any FDC discussions. He will also recuse himself from any discussion about a WiR at the University of Manchester. There were no other declarations made.

Reports

1. Jon brought up the shorter version of the Traffic Light report, and described it. He drew attention to the red sections:
   1. The VLE project. Jon explained the background of this project. He noted that it was a small project: only £2k in the budget in this year. However, there have been significant delays owing to what Jon believes may be an over-prescriptive approach so far. Stevie taking this on.
   2. Gift Aid. There are slowdowns with claiming giftaid because the database needs cleaning. We have asked for volunteers: if we find none to clear it, we will hire a person temporarily to tidy up the database.
2. The board had questions about digitisation, and precisely what the delays were. RS explained that him and DC were not happy about the high costs for digitisation, and are working with our partners to try and lower the costs.
3. GD was concerned that there is an over-duplication of information in our reports: he asked for the program areas on the report to be linked to Sage more directly, linking the financial reports to the traffic light report better. Jon was not keen on putting the staff through another change of reporting: the issue was referred to GovCom to look at reporting requirements.

ACTION:: Governance Committee to look at board reporting (requirements and timelines).

1. SC asked about high legal fees, and the 'seeking consultant' detail. JD explained that this relates to checking our progress against the governance review.

Quarterly risk report

JD asked for comments or questions. MP raised his previously declared CoI, and said he would need to leave the room if the first risk was discussed. GD was not happy that we are only reporting on the top 5 risks, and would like more to be reported on. CK said that the "top-5" reporting was at the board's direction. GD asked for a more comprehensive risk reporting system, including more than the top five. GD said that he did not want over-reporting. CK suggested that the A&R Committee review the risk reporting structure and report back to the board. SC suggested that we should ignore the top five, and instead just look at the 'most important risks as per JD's thoughts', which might be three, or eight.

ACTION: the A&R Committee to work with JD at a further iteration of the Risk Reporting format. MP absented himself from the meeting.

CK said that essentially we remain reliant on the FDC process for a significant part of our income. There are two risks here: that we may not get the money we need, and that the FDC system may collapse in and of itself. JD suggested that we move our reporting into line with the FDC 'seven criteria'. GD feels that this risk does not need to come to the board, as we are not in a dangerous position and have a much more harmonised board. He feels that this risk should be re-judged to be below board level. MM feels that it is right that it comes to the board, and that it is very important that we are squeaky clean with regard to this. JD says that on Monday, we will know if we are eligible, and he feels that this needed being brought to the board's attention. MP returned.

JD explained the second risk on the list: it is one to be aware of. GD, without criticising, hopes that this risk is not included in future.

The third risk was briefly discussed - the risk of a dwindling volunteer base. This is being mitigated through various volunteer strategy actions which will be discussed in greater detail on Sunday.

Risk four was broadly seen to not be a major risk, but MP believed strongly that it will be until the domain names are transferred. This will be discussed in greater detail on Sunday.

Risk five was discussed in some detail: MM felt that this can be mitigated, in part, by more committees, and GD felt that the five-year strategy will also help prevent future problems. SC feels that we are moving in the right direction, but that the supportive systems for this will be in place within a year or two. He feels that risk five is a major risk which we are managing and have taken on board, but he does not think we should move too fast. CK discussed leadership and delegation, including delegated structures and schemes of delegation, as well as project management and evaluation.

Welsh Pathways project

JD says that this has not been a simple job, but that over the last month, we have been in partnership with the EU, the Welsh Government, and Wici Cymru, in differing proportions to find a solution. he board has been aware of the project for around nine months and came to support it after some thought. At the May board a proposal was agreed involving taking on overall management of the project. However, we found very quickly that it would not be possible for us to manage the entire project due to various clauses with the grant agreements with the EU/Wales. Eventually, a secondment was agreed, where we second a 'Wales Manager' to Wiki Cymru. As part of this, we will get £3,000 back from Wiki Cymru to cover our costs. We will also be getting a small sum back to cover this member of staff's pension. We need a community representative to be present at the quarterly reviews, and we need to plan as whether we will carry this on next year beyond the original agreement. JD proposed the virement in his report. MP explained his concerns: he felt that the delegation mentioned in the 11 May 2013 minutes did not extend to what was carried out, and that there are worries about how precisely we can manage a remote worker. He noted that Wici Cymru as a formal organisation doesn't exist, and that the individuals involved had already signed agreements with the government. He noted that the Stone King spending on this was not approved by the board. However, GD felt that the best decision was made here for the charity, even if it was not agreed.

A vote was held on whether to agree JD's proposed virements. This was agreed unanimously.

DECISION: to agree JD's proposed virements for the Welsh Budget.

DECISION: to make MM the 'proposed HR Trustee'. This was agreed unanimously.

ACTION: JD and MM to write a job description for MM's new HR Trustee role.

DECISION: MP to act as a volunteer on the Welsh Steering Group.

Treasurer's Report

GD gave a quick briefing to the board about his future wishes for the A&RC, and how he feels it is important to the charity's growth in future.

GD proposed that we vire funds into the accountancy budget to cover support for accountancy: specifically £5,000 from the contingency budget to accountancy fees.

DECISION: It was unanimously agreed to vire £5,000 from the contingency budget to accountancy fees in order to cover the hiring of a dedicated accountant each quarter.

2012-13 accounts

GD pointed out a few points in the accounts: next year, we will need full project costing, as we are over the threshold for audited accounts next year - but this year, we do not.

He also noted the large debtor carried over in the balance sheet: this was for Gift Aid.

ACTION: RS was instructed to check the £55 membership fees to see if it was correct.

DECISION:: To send the outstanding restricted funds to thje Open Knowledge Foundation to support their conference.

MP expressed his disappointment that this document was not sent around the board before the meeting.

GD moved that we adopt the 2012-13 Annual Accounts as presented at this meeting.

Support: SC, GD, CK, AM, MM

Abstain: MP

DECISION: To adopt the 2012-13 Annual Accounts as presented at this meeting.

ACTION: JD to send around a copy of the audit findings and management letter from the audit to the Board.

Q1 reports

GD explained, in depth, the 2013 Q1 Financial Report. The board expressed their thanks to all involved in the production of the Q1 accounts, noting the improvement over the past year.

JVDB absented himself from the meeting at this point to catch his flight, and did not return.

GD asked for permission from the Board to sign the UHY Accountants engagement letter. MP abstained on the vote. All other trustees present were in favour.

DECISION:: Greyham to sign the UHY Accountants engagement letter on behalf of the board.

Review of ARC Charter

DECISION:After much discussion as to whether the ARC had the appropriate delegated powers, and the appropriate delegation levels, there was a decision on making an amendment as per: http://uk.wikimedia.org/w/index.php?title=Audit_and_Risk_Committee_charter&curid=4832&diff=41986&oldid=41309. MP Abstained, and all other trustees present voted in favour.

DECISION: SC joined the ARC to fill the vacant place.

Review of GovCom Charter

This will be discussed on Sunday.

QRpedia

SC explained the current status of the QRpedia project, and the four points that Roger needs to agree (see email "[WMUK Board] QRpedia Update").

Day One finished

Sunday 14 Jul 2013

RS, MP, SC, MM, CK, AM, JD, KC, DC in attendance. GD, SB absent.

Strategy Discussion

JD explained, broadly and briefly, his thoughts and the recent history of WMUK, with the aid of a presentation. He said that the largest problem is that of transition from a small charity to a larger one. JD was also concerned that the WMF were sceptical about whether chapters are a sensible use of movement funds - eg, "Are chapters economic"? There are also questions from the WMF about payment processing among chapters.

JD explained, with the help of his presentation, that we need to show that we are worth it: telling our story well, measuring well, community reactions, showing we have a good plan, etc. Core questions are:

• Do we still want professional staff?
• What is our appetite for growth?
• What are we doing well?
• What have we failed at?

ACTION: RS to send around link to the March 2013 staff & trustee survey on strategic planning.

Today we need to agree our strategic goals.

• Empower volunteers

Are we happy with this statement? CK's concern with this is that we have an ambiguous definition of volunteer. He would prefer that we explicitly included both editors, and real life volunteers. AM worried about 'empower': what is it that makes volunteers feel disempowered? MM said that we can't leave volunteers to organise themselves: empowering means putting in place the structures for the volunteers to make it easier for them to volunteer. There was a discussion to clarify what we mean by goals, objectives, strategy and metrics. MP suggested that we change 'empower' in the first goal to 'encourage, involve and engage'. CK also suggested that we specifically mention giving people (ie, everyone) skills, confidence, and opportunities. The board also decided, after some discussion, to change the second goal to 'Increase participation in Wikimedia projects in the UK'.

There was also a discussion on whether or not we should be specifically supporting Wikimedia projects, or general open knowledge projects. There was a discussion as to whether we need to increase the public knowledge and awareness of Wikimedia - DC thought we should, but the board felt that this was part of a broader heading under 'encouraging volunteers'.

There was discussion about 'Enable content improvement': is this what we want to do, ie specifically encourage content improvement and additions? Perhaps we should change this to 'improve openly licensed content': specifically because it encourages other openly licensed projects and knowledge in the UK.

There was also a discussion about technology: is improving technology in and of itself, a goal of the charity? CK originally thought no, but changed his mind after discussion with the rest of the board, who felt that technology enabled a much greater scale of participation in Wikimedia projects - technology is a 'force multiplier' and we need to be innovative and at the bleeding edge of technological development. These discussions had the effect of changing the five strategic goals to just four. MM was keen on placing a top-level goal in order to increase awareness of open-licensed content and licences. There was a fair amount of discussion about whether or not this was a goal in and of itself, or as a secondary heading under other goals, or perhaps as a part of a wider idea of fostering cultural change.

There was some more discussion in order to pin down the technology goal: why do we do this, as opposed to the WMF doing it? Some trustees were quite keen on supporting outreach to the technical sector, and encouraging new tools and projects which are technical in nature.

The goals that were decided are:

Encourage, involve and engage volunteers Giving people skills, confidence and opportunities Increase participation from the UK on Wikimedia projects Increase awareness Increasing diversity Improve openly-licensed content Make working with Wikimedia ... Work with open-knowledge movement Increase files and resources Support technical innovation and development in line with our mission Scalability Innovation

JD gave a broad outline of our financial situation over this year and next - he has emailed the board some suggestions about what we could cut, and where savings can be made - such as Wikimania. CK asked if we are happy with next year being a year of consolidation rather than growth. The board were broadly in agreement with this.

DC and KC gave their views on what sort of projects and areas we are succeeding in and failing in. CK led the board in a discussion of goals. The following sub-goals were defined for the goal Encourage, involve and engage volunteers:

Encourage, involve and engage volunteers

• Giving people skills, confidence and opportunities
• Training and development career paths
• Growing membership
• Growing volunteer base
• Growing attendance at events
• Develop innovative training opportunities and events
• Increase range of volunteer opportunities
• Geographically diverse opportunities

Increase participation from the UK on Wikimedia projects: Actively recruit new contributors to the key Wikimedia projects, and encourage their continued contribution. Increase awareness of the projects Increasing diversity Develop meaningful partnerships with leading organisations that have an active interest in gender, sexuality, ethnic background, ability and age. Develop meaningful partnerships with leading organisations including GLAM and education Offer activities that people can get engaged in Train people how to contribute to the projects

Improve, enable and increase openly-licensed content Identify and enable projects that will effectively increase the amount of openly licensed content on the Wikimedia projects, and other freely licensed resources Make working with the Wikimedia movement as obvious a part of the work of any British cultural institution or sector, and contributing to Wikimedia projects as vital a part of the educational curriculum as library research or word-processor use. Collaborate with open-knowledge movement Increase the number of files / resources released under open licenses as a direct result of relationships with Wikimedia UK Identify the most appropriate types, scale and direction of grant funding

Board meeting continues

The AGM minutes were noted by the board.

The board noted MLP standing down as an associate.

Wikimania

Garfield had a discussion with SC and the bid team about risks associated with the bid. We still need to work on fundraising, however, as in order to run the full bid, we need approximately £5-600k. We have had fantastic response from the community and the wider sector: the British Museum, Science Museum, Tate, etc. We will support and help the bid team, but are not taking any risks with donor funds or any liability. We can make a free choice as to how much we support it. Politicians - senior politicians - will be attending for more than one day, and will be listening to talks. There was a broad discussion of risks - trustees were particularly concerned about the legacy, and the delays in fundraising.

1. DECISION: The board decided to hold the next AGM at or around Wikimania 2014.

There was a brief discussion around KC's proposal of a Grants Committee: currently CK, KC, and JB (if he agrees). The differentiation between microgrants and macrogrants will remain, but all grants will be judged by the grants committee, with authority delegated to JD for him to purchase.

ACTION: A staff member (KC) is to come up with a job role for a trustee representative on the grants committee.

DECISION: JD to be made budget holder for the Grants budgets.

ACTION: Grants Committee to decide on the outstanding macrogrant.

Discussion on membership approvals

The board discussed KB's report. AM asked if this is really an issue. MM was of the opinion that this is not a real issue and he does not want to increase the bureaucracy surrounding membership. There was a suggestion that the entire approval system is delegated to the staff. MP was concerned that delegating this to staff may involve a risk, as staff would be able to approve new members who would then approve their bosses. In addition, allowing board members to look at approvals ensures that there are more eyes on the applications, and that there is the ability to check for fraudulent applications. He was also concerned that this may go against Article 2.2b and 21.1 as there is no clear delegation authority to the Chief Executive.

There was a vote to delegate approvals of membership entirely to the Chief Executive, and in light of that to not approve any of the recommendations in KB's report regarding additional checks on the identities of prospective members.

Support: CK, AM, and MM

Oppose: SC and MP

GD not present.

DECISION: To delegate approvals of membership entirely to the Chief Executive, and in light of that to not approve any of the recommendations in KB's report. There was a brief discussion about meaning of "powers" in the Articles: AM said that "powers" refers to the powers listed in M4.1, disposal of property etc, which can be delegated to Board committees but not to the Chief Exec (for instance).

ACTION: SC to confirm the ability to delegate this decision within the Articles of Association. The chair announced that if there is no power to do this then the previous decision will have no effect.

ACTION: Chief Exec (JD) to notify the Board of new memberships at each meeting.

MP noted that he was standing down as Secretary after this decision. The board noted this.

DECISION: MP stands down as Secretary.

ACTION: Board to decide a new Secretary at the next opportunity.

Programme Manager

The first two decisions were not voted on, as the A&R did not know enough about the decisions and did not remember discussing them. For the third decision, MP was concerned over the effectiveness of WiRs, given how much they cost, and whether we know how effective in achieving things so far.

There was a vote on whether to approve the spends listed in the third decision on DC's report. MP abstained due to his COI MM, AM, SC, CK were in favour.

DECISION: The spend for the second round of Wikimedian in Residence positions was approved.

DECISION: The WMDE diversity conference decision was approved.

NHM decision

There was a discussion as to whether to approve the on-wiki decision for a payment for the extension for John Cummings' WiR post at the NHM. This was in the amount of c£8000 and is not on the Agenda. The board were not happy at the lateness of this proposal: they would prefer that it was better explained, and better described, including links to the reports. MP asked that the link to the reports be included in the minutes (see http://en.wikipedia.org/wiki/Wikipedia:GLAM/NHMandSM)

DECISION: to approve the payments for an extension of the position.

Governance

Co-options

MM explained that he had been elected to chair the Governance Committee at the inaugral GovCom meeting. He explained the recommendations that the committee had made as listed at http://uk.wikimedia.org/wiki/Reports_13Jul13#Governance, and asked the board to consider them in order. See also http://office.wikimedia.org.uk/wiki/Govcom_Office_minutes 1Jul13.

MM noted that GovCom did not have the authority to approve the new co-optees. They have, however, narrowed the 13 or so CVs received to four. He was, however, concerned about the lack of Wikimedians, and the lack of outside-London candidates. There was also discussion about formal interviews: should we have formal interviews, or informal ones? The answer was, broadly, that we approach them informally, and then follow up with a formal interview. There was an agreement, however, that we need to identify new people through Wikimedia sites and local press. A fifth candidate, who had put themselves forward in the previous week, was added to the list to be considered.

MM asked:

DECISION: that the board agree to informal meetings with the candidates, with all board members and the CEO being given an opportunity to meet all of them in advance of any final decision of the full board.

There was then discussion of the procedure for interviewing candidates, and how to co-opt them at the September board meeting. AM was not happy for the entire decision on co-option being delegated away from the full board. There were discussions as to whether telephone interviews were possible. The process agreed was that:

• There will be informal meetings with the candidates
• MM will lead on this process, and update the board at a board phone meeting that will happen before September. At the September board meeting, the board will approve the co-options of those new trustees.

ACTION: MM to proceed as agreed.

ACTION: JD to advertise further for new trustees to improve the diversity of the board, specifically for Welsh, Irish, Scottish etc trustees, women, and Wikimedians.

Govcom current priorities

DECISION: to accept Govcom's recommendations as to its current priorities.

Draft tender specification for review consultant

DECISION: to approve the Govcom recommendation regarding the Governance audit for Wikimedia UK. JD to proceed. AM indicated that he would like to email his thoughts and views to MM/JD to clarify our exact specifications.

Other governance items were not discussed due to a lack of time.

Other

DECISION: AM to take up the duties of Secretary

DECISION: The board extends its heartfelt thanks to Michael Peel for his excellent work as secretary over the previous years.

DECISION: The board meeting in September 2013 will be held on 14-15 September. (Location TBA but probably not Edinburgh)

WCA representative

There was a discussion about who this should be in the future.

DECISION: The WCA position should be vacant at the current time.

ACTION: CK to ask the WCA to copy him in on correspondence, and include him at Wikimania.

ACTION: CK to communicate the WCA rep change to Fæ and to the Chapters Association

The meeting ended.