Minutes 2016-03-12

These minutes were approved at the board meeting of 11 Jun 2016.

Board minutes 12 March 2016

The meeting was held at The National Archives, Kew, London. The meeting opened at 11:00 with Michael Maggs in the Chair.

Present

Board members: Nancy Bell, Carol Campbell, Greyham Dawes, Josie Fraser, Gill Hamilton, Chris Keating, Michael Maggs, Nick Poole, Doug Taylor, Kate West

Wikimedia UK staff: Lucy Crompton-Reid (Chief Executive), Daria Cybulska (Head of Programmes and Evaluation), Davina Johnson (Director of Finance and Operations)

Summary of action points	Who	Progress
Approach Martin Poulter regarding volunteer website updates Lucy indicated that the new Communications Coordinator would lead on and coordinate this as appropriate	Communications Coordinator	Carried forward from 12 Dec 2015 meeting
Advise WMUK if need for website updates required Board members have sent updates. Lucy indicated that the Communications Coordinator will do a review of the website and ensure it is kept up-to-date. She asked that Board members continue to notify WMUK if changes need to be made.	Communications Coordinator	Carried forward from 12 Dec 2015 meeting
Work towards establishing membership direct debits Lucy explained that all direct debits are run through the external service provider Smart Debit. They process the donations. It is not possible to differentiate between a donation or membership fee debit. It was suggested that Paypal be used in addition to Direct Debit as a recurring payment method. Kate will give advice to Lucy as Paypal is used at her organisation	Davina with input from Kate West	Carried forward from 12 Dec 2015 meeting
Speak with Board members with fundraising experience to develop strategy further	Lucy	Carry forward
Invite Foundation members to June Board meeting if dates coincide.	Lucy	As soon as possible
Review Wikimedia Board candidates, agree and submit voting order	Michael (as Group coordinator), Carol, Doug, Gill with Lucy providing input but not sitting on the group	as soon as possible and voting by deadline of 7 May 2016
Ask Communications Coordinator if they are happy to share their CV with the Board	Lucy	when appointee starts work
Send a link to the Charities Commission policy list to Lucy	Greyham	as soon as possible
Email Lucy with any further comments on her policy update paper	Board members	as soon as possible
Draft trustees report	Lucy with input from Davina	1st draft by 17 March 2016
Review risk register for major risks and determine what risks are appropriate for public publication	ARC	next Board meeting
Share CILIP risk register with Lucy	Nick	as soon as possible
Circulate complete risk register to trustees	Lucy	as soon as possible
Trustees to review draft Strategic Framework and Business Plan in particular wording of outcomes and feedback to Lucy	trustees	by Easter
Review Finances and Funding section of Strategic Framework and Business Plan	Lucy and Nick	as soon as possible
Establish fund raising subgroup to include Nick, Nancy, Kate and Chris - with Doug for technical support	Lucy	as soon as possible

Housekeeping

Apologies

None.

Declaration of interests

Chris Keating is a facilitator for Wikimedia Foundation Board election, and will not participate in any discussion that may arise relating to the election.

Approval of minutes of the meeting of 12 December 2015

Agreed corrections on points of accuracy:

• Greyham asked for the removal of the incorrectly-phrased sentence “Greyham indicated that there continues to be reserves available”

• Correct 'Wikimania 16' to 'Wikimedia Conference 2016'.

Otherwise, the minutes were approved.

Matters arising

Progress on actions from the previous meeting

Action	Who	Progress
Supply Board with review of Wikimedian-in-Residence (WiR) programmes. There was a discussion about the sustainability, engagement and impact post residency. Daria indicated development of programmes that can reach many institutions such as digital skills training, advice and information on government and policy changes. WiRs can and are being used as case studies to demonstrate impact. Doug indicated that local volunteers can be instrumental in determining where a WiR might be useful. Lucy explained that both the Italian and German chapters took a different approach from WMUK to volunteers, taking a more thematic or geographic approach.	Daria Cybulska	Complete
Approach Martin Poulter regarding volunteer website updates Lucy indicated that the new Communications Coordinator would lead on and coordinate this as appropriate.	Communications Coordinator	Carried forward
Advise WMUK if areas of the website require updating. Board members have sent updates. Lucy indicated that the Communications Coordinator will do a review of the website keep it up-to-date. She asked that Board members continue to notify WMUK if changes need to be made to the website	Communications Coordinator	Carried forward
Supply Lucy with references to papers, articles or policies that are exemplars of open knowledge Lucy explained that Sara Thomas, WiR for Museums, Galleries, Scotland (MGS) will prepare a document consolidating the information	The Board	Complete
Work towards establishing membership direct debits Lucy explained that all direct debits are run through the external service provider Smart Debit who process the donations. It is not possible to differentiate between a donation or membership fee debit. It was suggested that Paypal be used to gather Direct Debits as a recurring payment method. Kate will give advice to Davina, as Paypal is used at her organisation.	Davina with input from Kate West	Carried forward
Review any associated banking issues and controls associated with membership	Lucy	Complete and in CEO report
Consider and review the Quarterly Report Card format and structure Will be discussed in this Board meeting	Lucy	Complete and in CEO report
Speak with Board members with fundraising experience to develop strategy further	Lucy	Carry forward
Doug to discuss with Lucy opportunities for Board and staff editing sessions Doug proposes an hour session at the end of a Board meeting.	Doug	Complete
Contact auditors and invite to them to transfer responsibility to new firm and advise the Board	Lucy	Complete
Supply Lucy with briefings from appropriate authorities regarding Independent Examination Wikimedia Foundation had initially indicated that they preferred a full audit. An email was sent to the Foundation with input from Greyham carefully explaining the difference between Independent and full audit.	Greyham	Complete
Lucy to liaise with ARC on bank access and authorisation limits and to advise auditors	Lucy	Complete
Advise the bank of additional trustee signatories and complete appropriate documentation as required	Lucy, with Doug and Josie	Complete
Advise Companies House of Lucy’s directorship	Lucy	Complete
Make staff aware of issues associated with VAT	Lucy	Complete
Update public wiki with (a) Board Committee charters, (b) revised trustee code of conduct and conflict of interest policies, and (c) new Committee Member code of conduct and conflict of interest policies	Michael	Complete
Consider and discuss with trustees if there is benefit in an additional trustee attending Wikimedia Conference 2016 Decided not to send additional trustee.	Lucy	Complete

Development House update

Development House have purchased a building in Bethnal Green although that building will not be available to occupy until Summer 2017. WMUK will sign a 3 year lease with Development House; however, there are break points in the lease that offer flexibility and options. The earliest WMUK can be asked to vacate its offices is 28 February 2017; however, this is unlikely given that Bethnal Green premises will not be ready for occupation. WMUK is approaching other organisations regarding hosting options. Mozilla, a hosting option that has previously been considered, have moved out of their office. Lucy will provide an update on Development House in her future Chief Executive reports.

Wikimedia Foundation Updates

Briefing from Chris Keating

Chris reported on the recent developments concerning Wikimedia Foundation Chief Executive Officer and Board.

• Lila Tretikov, executive director (ED) of the Wikimedia Foundation, has submitted her resignation and will leave her position on 31 March 2016. The Chief Communications Coordinator will become the interim CEO. The direct impact of these changes should be minimal on WMUK as the changes do not directly affect the grant making procedures. However given that other staff have left the Foundation, WMUK will need to establish contacts with new staff as they are appointed.
• The Foundation Board has changed and may have a better understanding of the role of Chapters. The Foundation Board has removed one of its Board members, James Heilman. There are concerns about how long it may take to recruit a new Foundation executive director.

The Board discussed their concerns about how the recent Foundation developments could be damaging to both the community and the WMUK. It was discussed that WMUK needs to do more to clarify that it is a separate organisation from the Foundation.

The Board noted and recorded its concern about the potential knock-on effect on the reputation of WMUK by the disturbances at the Wikimedia Foundation. 

Lucy explained that WMUK’s contact at the Foundation, Katie Love, had been promoted. The Foundation will visit WMUK, possibly in June 2016, for the purposes of Chapter monitoring and evaluation.  It was suggested that the Foundation visitors be invited to the June Board meeting if the dates coincided.

Action

What: Invite Foundation members to June Board meeting if dates coincide

Who: Lucy

When: as soon as possible

It was noted that the Foundation annual fundraiser at the end of 2015 was not as successful as in previous years and that this may well impact Foundation grants. 

Affiliate-selected Wikimedia Foundation Board members

There are 10 candidates for two places on the Wikimedia Foundation Board of trustees.  WMUK can participate in the voting. 

Resolved unanimously: The Board mandated an ad hoc subcommittee comprising Carol, Doug, Gill and Michael to take a delegated decision and to record a vote on behalf of the Board.

Michael indicated that he has asked the Community to input to the process.

Action

What: review Wikimedia Board candidates, agree and submit vote on behalf of WMUK

Who: Michael (as Group coordinator), Carol, Doug, Gill with Lucy providing input but not sitting on the group

When: as soon as possible and voting by deadline of 7 May 2016

Chief Executive reports

Chief Executive Quarterly Report

Lucy spoke to the Report and highlighted the following:

A new Communications Coordinator has been appointed and will join WMUK on 30 March 2016 subject to references.

Action

What: ask Communications Coordinator if they are happy to share their CV with the Board

Who: Lucy to ask

When: when appointee starts work

Wikimedia’s 15^th anniversary attracted much positive media coverage. Staff, volunteers and WiRs were involved in the coverage.  The anniversary party with volunteers was also a great success.

The Open Coalition project is being brought to a close. Bekka has met with Daria and Lucy and it has been agreed that she will produce an impact report and toolkit to be hosted on the website. The Communication Coordinator will maintain the website.

Lucy and Josie are making a joint presentation to the Open Educational Resources conference in Edinburgh in April.

Josie is in the early stages of setting up an Education Working Group and is discussing this with Fabian.

Lucy presented at the recent WOW (Women of the World) festival. She will give a talk to Open Data Institute on women and diversity.

Both Lucy and Michael met with Heritage Lottery Fund (HLF) to discuss issues associated with the non-commercial licence that HLF currently requires as part of its grant funding. It is now planned that a wider group will be established including other Lottery funders to raise awareness of open licences and develop sector-level understanding of the benefits of open. There is potential for WMUK to offer HLF support, training and awareness raising around open licensing and its potential.

Due to strategy development work Lucy has not yet had the opportunity to progress issues associated with membership. It will become an area of focus in the months running up to the Annual General Meeting (AGM).

The Board thanked Lucy and indicated that both the progress to date and the priorities for going forward were excellent.

Operational policy update

Lucy noted that the charity currently maintains 26 specific named policies. The Governance Committee had asked that these be reviewed.

Michael provided further background, explaining that many policies are out of date - some being written as long ago as 2011 - and that many of the older internal and operational policies had formally been adopted under Article 28 of the WMUK articles of association, which reserved to the board the sole power to approve updates and amendments. He asked the board to agree to the removal of operational policies from the remit of Article 28 so that Lucy can update and maintain them without reference to the Board. The board is not being asked to rescind any existing policy, but to delegate certain ongoing responsibilities to the chief executive.

Lucy's review noted that the policies could be split into three classes:

• Policies that are 'entrenched' and which can be changed only with members' approval at a general meeting (eg the Election Rules). These need no action.
• Strategic policies that correctly require Board approval, and which have been adopted under Article 28. These need no action.
• Operational policies, originally adopted under Article 28, which ought to fall within the remit of the chief executive and which should no longer need board approval.

Lucy tabled a policy update paper, recommending which policies should be removed from the remit of article 28.

Greyham suggested that Procurement policy become part of the Finance policy. Lucy agreed.

Nick asked if there was a schedule for policy review. Lucy will work on basis of at least a 3 year cycle; however some, such as the Annual Return, will require annual review. Lucy will add the policy review schedule to each policy as she continues the policy work. It was agreed that all operational policies should be reviewed this year.

Greyham pointed out that the Charities Commission has a list of necessary or recommended policies for charities.

Action

What: send a link to the policies Charities Commission policy list to Lucy

Who: Greyham

When: as soon as possible

Action

What: email Lucy with any further comment on the policy update paper

Who: Board members

When: as soon as possible

It was noted and recorded that the Board has the right to reserve to itself strategic policies, and is entitled to delegate operational policies.

Resolved: The Board agreed to the removal of all 'operational policies' as set out in Lucy’s policy update paper from the remit of Article 28. Responsibility for the operational policies is hereby delegated to the chief executive who may in the execution of her duties amend or rescind such policies as she thinks fit.

Operational policies:

• Data Protection
• Donor Privacy
• Recruitment
• Home Working
• Maternity Leave and Pay
• Sickness Management
• Staff Training and Development
• Time off in Lieu
• Disciplinary Policy and Procedure
• Grievance Policy and Procedure
• The Volunteer and Intern Agreement
• IT Security (and sub-policies)
• Website Privacy
• Electrical Appliance Testing Policy
• Wikimedia UK Supporter complaint procedure
• Permissions Policy

Programmes Report and Quarter 4 report card

Content areas of achievement:

• Bytes written and media upload is positive
• Pleased with re-use rate (40%) of media uploaded
• Text content being regenerated some of which is as a result of two volunteer grants in this area. Volunteer contests generate lots of bytes. Volunteers are steadily asking for grants and this is having a positive impact.
• Work with Wikidata is increasing in areas of authority control and semantic linking
• Volunteers’ participation is not as high as we would have liked. The reason for this may have been fewer opportunities for participation in the past year and volunteers feeling the impact of the WMUK re-organisation. Also, there has been reduced communication with the volunteer community due to not having a Communications Coordinator. More development around the volunteer community is necessary and the Programmes team is currently focussing in this area. Richard Nevell recently ran a volunteer survey and the results indicated that people are keen to volunteer however they feel there are too few opportunities for them to contribute, and that there is not enough for them to do.
• Partnerships relations are going well with HLF discussions and the residencies. In particular the Natural History Museum work completed two years ago is building momentum.  More Welsh partnerships are developing with work with the Welsh language standard species names. They have supplied data and have pulled images from WikiData into their database.
• The Wellcome Library WiR has been appointed and will start in May 2016.

Focus on Programmes (oral presentation from Daria)

Daria explained the evolution of the WiR programme from 2011 to the arrival of the WiR at the University of Edinburgh.

The 3^rd annual International Art and Feminism editathon were successful with events all over the UK and the world

Proposed new template report card for 2016/17

Lucy tabled a proposed new template for the report card.

Page 1 will cover numeric indicators. Lucy indicated that the public targets should for the moment continue to be based our Funds Dissemination Committee application, as that is the basis on which our current grant has been provided. Lucy will meet with the Programmes team to review the development of more aspirational internal targets.

Page 2 will be a narrative report that tells stories through case studies. The Communications Coordinator will undertake this by synthesizing the work of the Programmes team.

The Board discussed the proposed template and agreed it was much shorter and clearer. Carol indicated that she would like to see more of the aspirational work, how we are meeting targets, the direction in which we are travelling and how we are achieving this, etc. Chris suggested that the report should not only include FDC targets but also volunteer targets as this was an important area to FDC. Lucy indicated that we will work to exceed FDC targets and in the next FDC submission take into account previous FDC comments, in particular about the levels at which targets have been set.

Chris asked what feedback is being given to the Foundation on global metrics.  Lucy indicated that this will be supplied to the Foundation by the end of March.

Action

What: feedback comments on the report card template

Who: the Board

When: as soon as possible

Board In Camera Session

The board held an in camera session.

Consent items

Fully absorbed budget for 2016/17

Davina has developed the Departmental budget summary for the Audit and Risk Committee. Greyham indicated that he was pleased to see the budget and said that we can have confidence in the figures. There has been an increase from £188,000 to £251,000, spending on programmes and a decrease in fundraising. It will be a breakeven budget this year and our budgeting and forecasting are working well.

Audit and Risk Committee (ARC) report

Major Risks

Carol sought clarity on publication of the risk register to our community. Currently the risk register is not a public document because without detailed accompanying narratives (which would be excessively time-consuming to create and keep up to date) the risks may be misinterpreted. However, the Board should declare major risks in the annual trustees' report.

Action

What: Draft trustees report

Who: Lucy with input from Davina

When: 1^st draft by 17 March 2016

Gift aid

Carol indicated that Gift Aid processing continues to be an issue that requires addressing. Doug commented that we must clarify with donors that their donations are going to WMUK and not to the Foundation. This can be done positively by showing how their contributions have supported the Charity; in doing so we would hope that donors would continue to donate. Lucy and Davina are currently addressing this and we have the email addresses of donors so that we can contact them.  Chris indicated that he is happy to assist in this area

Reserves Policy

The reason to limit reserves to no more than 6 months is because it impacts the ability of the Charity to fundraise. When there is a high level of reserve (for example 12 months) fundraisers may consider that the Charity does not require additional external funding.

Resolved unanimously: The Board accepted the ARC recommendation that we should aim to hold reserves of 3-6 months

Quarterly Financial Management Report (QFMR)

QFMR was discussed under ARC business. Carol indicated that she was pleased to see the narrative on the QFMR. Also she is pleased to see that the deficit of £6,000 is significantly ahead of forecast. It was noted that some savings have come from moving to Independent Examination rather than Full Audit. Gifts in kind amount to £26,000.

Nick noted that, as yet, there was nothing in the Report for Development House redevelopment. Lucy indicated that this would be handled in the contingency budget if necessary during the forthcoming financial year.

Risk register

The risk register was further discussed under ARC business. Regarding ARC’s request for clarity from Board about what should be made publicly available from the risk register, the Board delegated to ARC the responsibility:

• to determine what should be made public, and
• to identify the major risks for the annual trustees' report.

Actions

1. What: review risk register for major risks and determine what, if any, risks are appropriate for public publication

Who: ARC

When: report to next Board meeting

2. What: share CILIP risk register with Lucy

Who: Nick

When: as soon as possible

3. What: circulate complete risk register to trustees

Who: Lucy

When: as soon as possible

Scheme of Delegation

The Scheme of Delegation was discussed under ARC business. The Board unanimously accepted ARC’s recommendation.

Resolved unanimously: The Scheme of Delegation is hereby adopted.

Governance Committee (GovCom) report

Cycle of trustee elections and succession planning

GovCom has considered the governance consequences of changing elected trustees’ term of office from 2 to 3 years, (as has already been agreed by the board).  To do this requires a change to the Articles of Association and therefore requires members' approval at the Annual General Meeting (AGM). Govcom recommended that the change should come into effect only for trustees elected after approval of the article-change at the AGM, and that existing elected trustees should not retrospectively change from a 2 year to a 3 year term.

GovCom also considered whether the term of office for co-opted trustees should also be changed from 2 to 3 years, to match the new period for elected trustees. It decided not to make a recommendation on this, but to request further guidance from the Board.

Several Board members indicated that it would be better for all trustees to have the same terms of office, that is 3 years. It was also noted that terms of office of less than 3 years causes too much turnover of trustees thereby affecting continuity and succession within the Board, and also generates additional work for the WMUK office.  It was noted that the view of Rosie Chapman - our external governance expert on Govcom - is that both elected and co-opted trustees terms of office should be 3 years. The contrary view is that co-opted trustees are brought on to the Board for their specialist expertise which may no longer be required after a 2 year term of office.

The Board voted on the desired term of office for co-opted trustees:

• change to 3 year term – all but Doug
• continuation of current 2 year term – Doug

Resolved: that the board should recommend to the membership that the term of co-opted trustees should change to 3 years

A vote was then taken on the main Govcom recommendations themselves, to include the Article 16.2 change to the co-opted term.

Resolved unanimously: that Govcom's recommendations are accepted, and that the proposed amendments will be put to the AGM in July 2016.

Committee Member Code of Conduct

Resolved unanimously: to approve the reinsertion of an accidentally-omitted sentence in to the Committee Member Code of Conduct, namely "I will at all times comply with the Committee Member Conflict of Interest Policy".

Changes to GovCom membership

Nick has stepped down from GovCom due to pressure of work and it was agreed that Carol will join GovCom in his place. Govcom will consider having meetings via Skype.

Discussion item

Strategic Framework and Business Plan

Lucy presented the draft Strategic Framework and Business Plan. The Board discussed the plan and made suggestions on wording to try to make the plan broader and more inclusive: use of “equality” instead of “inequality”, “learners” instead of “education” etc. There were also suggestions on the re-ordering of the outcomes.

The Strategic Framework will be shared with Community and it will be encouraged to provide feedback. Notes from the Board’s Away Day in December 2015 will be made available to provide the Community with the context in which the Framework was developed.

Nick suggested adding a section on membership and member recruitment to the draft Business Plan for 2016 - 19.

Action

1. What: trustees to review draft Strategic Framework and Business Plan, in particular wording of outcomes, and feedback to Lucy

Who: trustees

When: Easter 

2. What: Review Finances and Funding section of Business Plan

Who: Lucy and Nick

When: as soon as possible

Updated Fundraising Strategy

There was discussion on the Fundraising Strategy. Delivery against the strategy is seen as key. Lucy suggested that further consideration of the strategy be undertaken by a subgroup of the Board that has specific fundraising experience.  Nick, Nancy, Kate and Chris agreed to be involved.  Doug volunteered to assist on technical aspects.

Action

What: establish Fundraising subgroup

Who: Lucy

When: as required

Other

Doug is unavailable for the September 2016 Board meeting and offered his apologies.

Close

The meeting closed at 4.00pm