Govcom Agenda 23Jan14

Govcom meeting at WMUK offices on 24th January 2014 at 2pm.

Draft agenda

1/14 Welcome

2/14 Progress on governance recommendations

• Hudson recommendations (see WMUK:Governance Review/Implementation)
• Chapman recommendations (see WMUK:Interim governance audit report recommendations, Oct 2013)

3/14 Relationship with volunteers

Approved at board meeting of Dec 2013: Improve board and member/volunteer alignment generally. Further discussion of the possibility of having a ‘volunteer advisory panel’ or something similar is we think sensible, but we need to carry through and not simply discuss. We would propose to work with Katie to look at strategies to date, review the recent survey, and take a broad look at the issues with a report for discussion at the next board meeting.

• Define relationship through high-level volunteer strategy
• Advisory group? Greyham has suggested an umbrella body that can unite all the off-Board Committees or Working Groups through which we should cultivate and encourage the volunteer community to engage in project-work
• See here for an existing proposal for an 'Advisory Board' (not focused on volunteers)
• Current Volunteer Policy

4/14 Board committees

Approved at board meeting of Dec 2013: Review and re-define if necessary the remit of the board committees to enhance the charity's ability to make real progress between meetings, and to achieve our stated aim of reducing meeting length. Consider whether as part of their standing remit the committees should have any delegated powers.

• Current Governance Committee Charter
• Current Audit and Risk Committee Charter

5/14 Non-board committees

Approved at board meeting of Dec 2013: Redefine the role and purpose of the non-board committees to give them greater prominence, and if need be re-constitute and re-vitalise them with greater volunteer input to drive forward programmes. At present, the roles and memberships of non-board committees are somewhat unclear, and that has led to atrophy and lack of focus. Board/committee communication needs to be improved, and better board support for the committees’ work is needed. We would hope and expect that this will result in considerably greater community involvement.

• Structure
• Terms of reference
• Defining membership
• Reporting requirements

Current Committees:

• Current General Committee Charter (draft)
• Current Education Committee Charter
• Current Technology Committee page (no formal charter)
• Current GLAM Committee Charter
• Grants Committee (no Charter yet)

6/14 Updating the Articles

Approved at board meeting of Dec 2013: In preparation for the next AGM, start work on a review of the charity’s articles to ensure that they are fully compliant with best charity practice and with recent changes in charity law. There are also some specific issues that have arisen on which we would like greater legal clarity, namely:

a) vires for the CE's delegated day-to-day management powers (including budget-management, making of procurement contracts and management of staff) under his existing Delegation Scheme or any future modifications of it;

b) vires for the July Board's decision to instruct the CE to handle membership applications;

c) vires for bank mandates; and

d) legal status of observers at board meetings and board committee meetings.

• What changes are needed?
• Legal advice
• community involvement
• AGM
• Consider Chapman recommendation C14: WMUK to consider setting a maximum term of office for their trustees in place of members’ right to continually elect the same trustees.
• Scotland. Need legal advice on whether anything else is needed after the 2012 AGM resolution:

Registration in Scotland

This motion is a Special Resolution and therefore requires a 75% majority to pass. It has been proposed by the Board.

Whereas, in November 2011, Wikimedia UK was recognised as a charity by the Charity Commission of England and Wales

Whereas bodies which represent themselves as charities and have substantive activities in Scotland are also required under the Charities and Trustee Investment (Scotland) Act 2005 to register with the Office of the Scottish Charities Regulator

Whereas Wikimedia UK seeks to have activities throughout England, Wales, Scotland and Northern Ireland

Whereas, our legal advisers have recommended that we revise our Articles of Association to enable us to also be registered in Scotland

Resolves, by Special Resolution, to revise its Articles of Association by adding a new Article 30 as follows:

30. Nothing in these Articles shall authorise an application of the property of the Charity for purposes which are not charitable in accordance with s.7 Charities and Trustee Investment (Scotland) Act 2005.

7/14 WMUK honorary officer roles

(Greyham's paper - email)

• Define in writing
• Need for deputies?

8/14 Update Scheme of Delegation to the CE

(Chapman recommendation C4)

• Current Scheme of Delegation
• Background: ICSA paper on Matters Reserved for the Board
• CEO's Job Description - also see recruitment pack

9/14 Standardizing the format of staff reports to the board

(Chapman recommendation C13)

From Chapman, para 44:

We also recommend that WMUK uses a standard Board template for its reports. Typically a template might include:

• Date/Title/Author

• Decision route

• Recommendation

• Executive Summary (if a long report)

• Background/Issue

• Timing

• Risks

• Costs/Value For Money

• Links to Strategic Plan

• Detailed report

10/14 Preparations for elections 2014

11/14 Transparency

How to ensure that the charity does not drift away from transparency?

12/14 AOB

13/14 Future meeting schedule, and date of next meeting