Minutes 2013-05-11

This will be a meeting of the Board at 9.00am until 11.00pm on Saturday 11th May 2013.

Attendees:

Trustees (voting):

• Chris Keating [CK] (Chair)
• Mike Peel [MP] (Secretary; backup minutes)
• Doug Taylor [DT]
• Greyham Dawes [GD]
• Ashley van Haeften [Fæ]
• Saad Choudri [SC] (from 10am)

Staff (non-voting):

• Jon Davies [JD] (CE)
• Jonathan Cardy [JC] (Minutes)

The meeting started at 9.45

The Chair welcomed Greyham Dawes to his first in person board meeting.

Video recording of this meeting

• GD, CK opposed recording in order to maintain frankness of dialogue.
• CK, DT were concerned that new members might find this offputting
• DT, MP, Fæ supported recording as the status quo and part of our commitment to openness
• MP was concerned that lack of filming would go against community expectations

Saad joined the meeting at this point.

• CK Said that the recording was only done in early 2012
• JD said we should differentiate between livecasting and recorded as the latter allowed for redaction, and that confidential stuff could be held in camera
• GD would differentiate between internall business of the charity and relations with the community.
• MP disagreed, and felt that part of the strength of Wikimedia was transparency in both the activities and the organisational business (compare with Wikipedia making both the content and the editorial discussion transparent)
• DT Proposed that any board member be allowed to take any item in camera
• Fae and MP briefly left the meeting
• GD, CK reiterated support for full minutes.
• Fae requested a vote of the trustees as this matter relates directly to the signed Trustee Code of Conduct which includes a version of the Nolan Principles:

  Openness: The Trustees must ensure that confidential material, including material about individuals is handled in accordance with due care and should be as open as possible about their decisions and action that they take. They should give reasons for their decisions and restrict information only when the wider interest clearly demands.

MP provided a summary of the discussion: That he felt there was not a consensus to record the meeting, but wanted it to be clear for the minutes about the reasons why. He noted that if the meetings aren't recorded, then as Secretary he expects other trustees to help ensure that the minutes are accurate, as the discussions can't be double-checked at a later point in time.

CK: There were strong feelings on both sides of the discussion and a strong feeling from some trustees that videoing board meetings was an important commitment to our principles of opennness. Other trustees (including myself) felt that there was a real risk that recording meetings, even where any trustee was able to request the recording be stopped, would interfere with trustees' ability to be frank with one another, and that worse decision-making not in the charity's best interests might result. This need not affect other aspects of transparency e.g. prompt and full minutes, open drafting,

Fae as all members are entitled to attend what would happen if someone attended and recorded?

Fae proposed the motion: For the board to cease recording meetings and not record or video board meetings in the future.

Motion from CK: Not to video record this record meeting. Support CK, GD, SC, Oppose DT, Fae Abstain MP. The motion was therefore passed, and the meeting will not be recorded.

Fae challenged the conclusion of the Chair that this vote was passed by simple majority, as 6 trustees took part and only 3 supported.

Declarations of interest regarding matters on the agenda (CK)

MP is a member of the FDC. His DOI is documented at meta:User:Mike Peel/FDC Declaration of Interest and Declarations_of_Interest#Michael_Peel. As such, he will absent himself from the discussion surrounding the FDC Letter of Intent.

Fae highlighted his declaration of interests given on the WMUK wiki.

SC Made the recommendation re the appointment of Mark Robinson as Privacy Lawyer

Membership approvals (MP)

• To approve 5 new members of Wikimedia UK. (For:DT, MP, CK, CS oppose Fae abstain GD)

ACTION: GD to discuss membership vetting with Kat Bavage, and return a recommendation to the board

Confirmation of decisions made since the last board meeting

• To approve 8 new members of Wikimedia UK. (For: MP, CK, GD, DT. Against: Fæ)
• To adopt the Scheme of Delegation. (For: CK, GD, DT, SC. Against: Fae, MP)

With regards the decisions to approve new members, Fae explained his nay votes: "I have gone along with a simple process since becoming a trustee in 2011, that seemed suitable for an organization with only the ambition of becoming a charity. Now we have 9 employees, trebled our WMF grant and claim a significant reputation in the charity sector, I think there should be a process for assuring that members are real persons. This is a likely risk when membership is cheap at just £5 per name, and it may only take a handful of names to cause major disruption, such as requiring an EGM to be held, or changing who is elected as a trustee when votes are as close as they were in 2012. When a system is in place, I will be comforted that a vote of trustees is meaningfully based on that assured process, rather than limited to who happens to be in our personal networks and ignoring names we have no idea if are fictional or not. I approached our charity lawyers at a trustee workshop earlier this year, and their informal view supported that the potential for disruption, or loss of confidence by our members, should be considered by the trustees to be a reputational risk worth worrying about."

With regard to the Scheme of Delegation, Fae explained his nay vote: "There are very basic problems here with implementation as the CEO cannot be held to account against documents which do not exist or by terminology which the trustees would be unable to explain coherently. I believe this makes for poor policy and shall keep to a nay vote for my concern for the downstream issues this scheme of delegation will create for a future board. I believe there has not been enough effort in addressing these issues and rather too much time spent putting the case against improving the document compared to the political value in forging ahead to be seen to be issuing a document that is key to successful governance. There has been insufficient spadework in creating underpinning plans and documents, such as the resource plan, or even clarifying what we mean by "budget plan" and "business plan" which may or may not be existing documents under other names. Certainly without knowing the answers to these simple questions, I am surprised that my fellow trustees believe they would hold the CEO to account against unknown documents and undefined terminology; or would imagine that the CEO would later accept it as being fair to be publicly held to account against these things if a future board is free to loosely make them up and define or redefine the nuts and bolts of this scheme later on, in an open-ended and ad-hoc way."

Unintended consequences from the scheme of delegation: there is a contradiction with 8.12 and 8.13.

Approval of minutes (MP)

• Outstanding minutes are not ready for approval

ACTION: MP to liaise with Richard Nevell to prepare past board meeting minutes and to propose their approval via an on-wiki decision.

Approval of agenda

• 4.30 guillotine in order to go into private session.

Chief Executive's Report

Reporting against the 2013 Activity Plan for Q1 2013 Detailed progress.(JD)

http://uk.wikimedia.org/wiki/File:End_of_Q1_2013-14.pdf £5,000 GLAM technical development metrics reporting is part of the Europeana tool building. Decision to merge this item in, along with moving the £5k to the mass upload tool budget line.

JD reported that we will not be in the 2013 fundraiser and will not gain Gift Aid from these donors WMF has given assurances that WMUK will get indirect access to the donor base. KB will be used for other fundraising especially for Wikimania DT raised concerns about access to the donor database - recommended that we broaden our donor base and look for alternative funding streams. MP: Consider making better use of our existing donors SC: May be possible ways of arranging Gift Aid re new donors if we are able to engage with WMF on creating an inter-company agreement to satisfy HMRC. MP: Criticised some of the metrics on the report. GD: Requested links between activity plan and budget. ACTION: GD to collaborate with JD and Richard Symonds to link the report to the Budget

Fae referred to his prepared comments on the talk page with regard to the Traffic Light/Quarterly report, their metrics, the credibility of targets being set and the measurability of actions and issues in these reports. He asked that the 3 issues (1. targets are drifting and are not defined suitably in advance; 2. 'Lead' requires clarification as this is not the budget holder; 3. targets listed as KPIs are not KPIs and some are descriptions of activities) raised there are addressed by JD as an action. [1] ACTION: JD to repond to the detailed issues by end 13 July 2013, working with GD.

Fae Identified lack of reporting on Failures as an ommission against the action agreed with JD at the last board meeting, an example being QRpedia not being finalised. CK pointed out that ommission from fundraiser was included. JD pointed out that budget holder and lead might not be the same person, 3 new staff need to be integrated in and trained to make commitments JD keen to develop a consensual system which feeds the necessary data to the Board, the community and the FDC. He is keen to have staff defining and monitoring indicators. Not everything is "KPI'able" GD and SC praised the report as a step in the right direction, better than normal for the sector and help should be provided to develop the report. CK noted we needed to develop a system where non-Annual Plan issues moved into our traffic light reporting.

ACTION: Audit and Risk committee to identify non-activity-plan issues that should be included in the traffic light system 11.29 break resumed 11:40

Proposed revision to the Activity Plan

http://uk.wikimedia.org/wiki/2013_Activity_Plan JD regarded this as a living plan, MP considered that this is the budget and expected that changes needed to go to the board. Subpages are living plans. DT Said that the plan contains excess detail to be a board level strategic plan, it includes things which the board has delegated. Also that it is a Wiki and that anyone can see what changes have been made since the approved version. Fae proposed that the detail be removed and only the high level things be included that would require board agreement to change CK proposed that for this year we have two versions - the living version needs to have a new name DT proposed that each meeting be asked to note the changes between each meeting. GD proposed we move to a fixed budget model, and that change requests beyon delegated powers need to be made by board. MP Noted that the Activity plan proposed for 2012 was less detailed than in 2013. ACTION: MP and JD to propose a revision of the activity plan that separates out the budget from the details of the activities, which will be put forward for approval as an on-wiki decision. ACTION: CK to ensure that the July Board to consider level of detail needed for 2014.

FDC Letter of Intent

Board asked to agree we will send a letter of intent and appropriately delegate responsibility for completing it MP absented himself from the meeting. GD raised the issue of potential underspending. DT justified slippages, and explained that chapter had a history of backloaded expenditure CK emphasised that we need to comply with FDC deadlines and that the figure needed at present was very provisional, it being recognised that this figure was provided before our planning process had begun CK, JD Proposed that WMUK indicate in our letter of intent a standstill budget of £780,000 and that the FDC be informed of the difficulty of starting the process with a figure, before the Board had considered the 2014 strategy and the likely 2013 outturn. Fae supported this figure.

Meeting broke for lunch at 12.36 MP returned for lunch

5 year plan progress (JD)

Meeting resumed at 1.13 First draft has been up for some time with minimal community input. CK requested a shorter more strategic/aspirational document MP Suggested a board workshop day to flesh out plan GD wanted to shift focus to how WMUK can support the UK Wikimedia community and other public benefit projects CK was keen to spend more of his own time guiding this process, which had not been possible for health reasons JD v2 needs to be agreed by the board and consulted so that v3 can go to AGM ACTION: CK and JD to collaborate on a revised version and review the schedule if necessary DT Raised open source groups beyond the Wikimedia community, supported by GD and

QRpedia - see risk report.

Heads of Terms agreed with RB and Terrence for transfer of IP.

Privacy Policy needed to be amended, and this has been updated by a volunteer

Staff Reports

• Fae - contains hyperlinks that don't work in pdf or printed version.

• Stevie Benton - to archive not remove old content.

ACTION: reports to be approved by board need to be in pack and are not counted as part of 1 side of A4

Review of progress in Governance Review implementation

• Rules being changed at AGM
• Board behaviour changes are in progress
• Conflicts of Interest
• GD reminded the board that conflicts of loyalty are materially different to conflicts of interest

Wikimedia Chapter's Association

There have been three areas of activity, the Chapters Handbook, Peer Review and Research (being surveys and data back from chapters). Thematic organizations (thorg)s are being welcomed into the WCAC and though a thorg has yet to ask for a place on the council, this is seen as a positive step to a more open Association. Peer Review was warmly received by the WMF, with several mentioned in the WMF open board meeting in Milan and recognition of Fae's role in making this happen. As an active WMUK trustee, Fae has conducted peer reviews with WMEE and WMAT which are in the process of being published, a blog post may be useful in a month or so. The Chapters Exchange page on meta identifies other planned peer reviews and prospective interested reviewers, it is expected that these will work by "paying it forward" more than just peer reviewing each other.

The next WCAC meeting will be at Wikimania 2013, and there are plans to hold a Board members governance workshop in parallel with Wikimania, as a means of increasing governance quality across the Wikimedia movement, though this is still at a formation stage with Fae currently leading the initiative. There remain no plans to introduce any budget for the WCA, indeed it was made clear that chapters were able to withdraw should membership of the WCA result in any contribution be expected, so WMUK's commitment remains minimal at the incidental cost of supporting a representative.

Proposed Privacy Policy

Approved by GD DT, SC, MP, CK abstention Fae

Fae explained his abstention: This would be a suitable document to delegate responsibility for authorization. A clearer distinction between policies that need Board of Trustees authorization, versus procedures that are better delegated, should be made. In this case myself and other trustees had not had time to review, or consider, the document.

Fundraising

Discussion regarding future Wikimedia UK fundraising ACTION: CK to reply to the WMF's letter including an alternative proposal, to be sent around to the board before it is sent to the WMF.

Votes of thanks

• CK to put votes of thanks on future agendas

Wikimania

The board sends its congratulations to the London Wikimania bid team

• ACTION: office to put out a blog post congratulating the bid team.

GLAM-Wiki

The board sends its congratulations to the GLAM Wiki 2013 organisers

Staff

The board welcomed three new members of staff

Treasurer's Report

ACTION: GD and JD to produce a draft trustees report to be considered by audit and risk in time for the AGM. ACTION: 2014 AGM to be held in September 2014 to be in sync with audited accounts. JD GD recommended that volunteer budget holders should be accountable to the Board of Trustees rather than the CEO. ACTION: Policy to be reviewed December 2013. JD to propose to the Board.and JD re practicalities of system

Financial report for Q1 2013 (JD/GB)

ACTION: to be brought to next board meeting

Budget holders and responsibilities

There was a discussion on the role of budget holders with the payment process versus the budget approval and change processes. ACTION: Recommendation to be put forward for how budget holders should be accountable to the board. GD to liaise with Richard Symonds

Motions for 2013 AGM

• Membership fees unchanged
• Note outcome of elections and appoint those elected
• Appoint Auditors

Unanimous vote supporting above motions.

ACTION: GD and MP to draft updates to articles to be proposed at AGMAmend artices to reflect 2012 name change, and five original subscribers need to be reinserted to Articles Annual accounts to have a line on the agenda

WikiConference UK 2013/Resolutions

ACTION: Consultation at AGM re term limits

• Natural break 3.15 resumed 3.25

Wales Proposal

• Refer to File:Living Paths report, May 2013.pdf

There was a detailed discussion with regard to governance of the proposal and deliverables.

• £24,000 to be vired from other underspends - in 2013-14 and a further £9.5K in 2014-15

ACTION: JD and GD to look into where to vire from and to provide a recommendation to the board.

DECISION: The post would be a fixed term contract and an open recruitment process.

ACTION: GD, SC and JD to plan for setting up a Welsh based joint liaison group to be set up and possibly incorporated. Aim is for this group to handle all of the funding, and for any key funder to have the right to pause the project. First preference is for all funding through WMUK, to ensure that all of the money is spent according to our already-established policies. Should that not be possible, then we would have a joint entity that would manage the funds and we would need to have strong governance input into that, including the right of a veto. Quarterly reporting will be expected to the Wikimedia UK Board.

ACTION: JD to write letter of intent

ACTION: SC, with JD and GD's support, to draft grant control agreement - drawing on appropriate models including GAC, Wikimedian in Residence, and others as necessary.

DECISION: The Board agreed unanimously that: It supports the project and agrees the above actions

Review of adherence to the Volunteer Policy (JD)

Board decision at the 9 Feb 13 board meeting: "We further ask the Chief Executive to review the current implementation of the chapter's vision for the relationship between paid staff and volunteers as set out in Volunteer Policy and ensure that the work of the charity retains its focus on recruiting and empowering volunteers "See Volunteer policies review - May 2013

MP - The board wanted the application of the policy to be reviewed rather than the policy to be reviewed. MP recommended that the report be firmly rejected as it does not answer the request here. Fae gave four examples where volunteers rather than staff could be involved.

ACTION: JD, DT to define a process for an improved review with the aim of involving other volunteers (ideally a suitable volunteer to lead the process) including consultation with members, volunteers and staff and possibly involvedment another chapter ie. Wikimedia Poland. As a guideline the report will aim to be around 6-8 pages.

ACTION: DT to publish the actions from the ARC meeting.

The board meeting went in camera at 16.45pm.

JD and JC left the room. The meeting went in-camera with only trustees present. MP took over the minuting. Meeting minutes continue at Board in-camera minutes.

The meeting closed at 5.45pm.

In-camera Board session

The meeting ended at 17:50