Minutes 2012-09-19

These minutes are currently being drafted.

Meeting № 6b — Wednesday 19 September 2012

Logistics

Agenda: Agenda_19Sep12

This was a telecon from 20:00 to 22:00

Present:

• Richard Symonds†
• Jon Davies†
• John Byrne
• Doug Taylor
• Mike Peel
• Fæ (Ashley Van Haeften)
• Chris Keating

† - present for part 1 of the meeting.

Part 1

The board noted Jon's recommendation that an admin support officer and his proposed job description.

John expressed his view that even with an admin assistant, it might be necessary to hire additional bookkeeping support to ensure a quick, clean audit at the year end.

DECISION 6b.1: to approve Jon to hire an office support person, with a budget this year of £8,000, and a full year salary in the range of £20,000-23,000. Passed unanimously.

DECISION 6b.2: for the office to have one alto card per member of staff, the amounts on which will be managed by Jon. Passed unanimously.

(There was more in this part of the meeting - I believe Richard took the minutes. Mike Peel (talk) 22:14, 2 October 2012 (BST))

Part 2

Remaining on the call (~21:30) were the five trustees John, Doug, Mike, Fæ and Chris.

The trustees need to make a decision about whether to accept Roger Bamkin's offered resignation as a trustee.

John suggests we adopt the stricter Conflict of Interest policy that our lawyers have just recommended, which prevent any trustee from offering expert services to any Wikimedia UK partner. Chris set out two options he thought would be acceptable in his email, one following John's proposal, the other laying out some strict safeguards about demarcation between the role of trustee and Wikimedia consultant. He said Roger had indicated that he would resign if either option was followed.

The following points were made in turn by trustees present:

• Fæ explained his views of the need to improve our Conflict of Interest and Declaration of Interest policies. Implementing the letter of Charity Commission guidelines is no longer sufficient.
• Doug expressed support for Roger to continue and manage the Conflict of Interest.
• Mike expressed that he was upset about how Gibraltarpedia came about, and that as a volunteer he is upset about how much of his time he has had to invest in understanding and dealing with this situation.
• Doug: Accept Roger's resignation as long as he accepts our appointment of him as an associate. Chris would prefer to separate the two elements.

DECISION 6b.3: Based on verbal ayes in the telecon, all trustees present supported the action to accept Roger's resignation.

ACTION 6b.1: Action on Chris to prepare a public statement on Roger's resignation.

ACTION 6b.2: Move forward with a call for a new trustee, to be appointed before the November board meeting. Action on Chris.

Reports

The following additional reports were circulated to the Board in advance of the meeting.

Advice from Stone King

Circulated to the Board by email, subject:"[WMUK Board] SK's response regarding conflict of interest policy" @8 September 2012 21:16 — immediately prior to the 9 September board meeting. The following is a partial extract of the legal advice.

Stone King proposed the following language to update our Conflict of Interest policy;

"For example, the Articles do not expressly prohibit the remuneration of a Director for expert services he or she may provide to a partner organisation of Wikimedia UK ("partners" in this context may include any third party with which Wikimedia UK works). Nevertheless, as a matter of policy, Wikimedia UK does not permit its Directors (or persons connected to them) to enter into, or appear to enter into, arrangements such as this with current or recent partners of Wikimedia UK (what “recent” means in this context is a question to be considered by the independent, unconflicted Directors in individual circumstances, but would be likely to include any subsequent period during which expert advice, funds or other assets provided by Wikimedia UK are still in use by the Partner organisation). Other sensitive relationships Wikimedia does not permit include: [Suggest other situations in which unacceptable, material, financial or other private benefit, or the perception of it may occur, such as the exploitation of Wikimedia expertise for private gain.]"

Chris K's draft proposals

Circulated to the Board by email, subject:"[WMUK Board] COI, Gibraltar, etc" @18 September 2012 20:06. The following is a partial extract.

"We can either

a) follow Stone King's advice and say that offering Wikimedia-related consultancy services as a business is incompatible with Board membership, or b) review our policies so that we can confidently say that there will be a clear demarcation between the businesses of any such consultants on the Board, and their roles as Trustees of Wikimedia UK.

I have given some thought to what we might need to do to make b) work, and I think we would need not just a disclosure from the relevant Board members that they engage in this kind of work (which of course we already have) but also a policy that says they must; i) not mention Wikimedia UK or any Wikimedia UK projects as part of any promotional material, correspondence to win a contract, or publicity associated with a contract project, without the explicit approval of the Board ii) Not use any contacts made via Wikimedia UK to promote their business iii) inform any organisation they work with, which is also currently or likely to be a Wikimedia UK partner, of our conflict of interest policies iv) be prepared to provide relevant records and materials from their business to Wikimedia UK in order to confirm that points i to iii are being observed

Without these safeguards I would not be satisfied that we could protect the charity's reputation and establish a clear demarcation between Wikimedia UK and individual board members' business interests. (We might want to review the exact wording with professional advisors, but even without advice I am pretty clear on the principles)."