This was a telephone meeting of the Board at 7.30-10.30pm on Tuesday 26 March 2013.
- Mike Peel [MP] (Secretary)
- Doug Taylor [DT] (Chair)
- Greyham Dawes [GD] (Treasurer)
- Ashley van Haeften [Fae]
- Jon Davies [JD] (CE)
- Richard Symonds [RS] (Minutes)
The meeting started around 7.35pm.
Apologies for absence
CK and SC sent their apologies
Declarations of interest regarding matters on the agenda
There were no declarations made at the start of the meeting.
Confirmation of decisions made since the last board meeting
The Board resolves to put the following motions to the membership at the Extraordinary General Meeting on 13 April 2013, as part of the implementation of the Governance Review recommendations.
- A resolution regarding the number of directors, the text of which can be found here
- A resolution regarding the composition of the Board, the text of which can be found here
- A special resolution to update the Election Rules to introduce voting by the Single Transferable Vote, the text of which can be found here
- Support: GD, CK, SC, MP, DT.
- Oppose: none.
- Abstain: Fae.
GD, MP, DT and Fae confirmed their votes. Fae explained his abstention: he did not feel that he had been given enough time to read the resolutions and make an informed decision.
- To approve 15 new members of Wikimedia UK.
- Support: MP, DT, SC, CK.
- Oppose: Fae.
- Abstain: GD.
GD felt that their was a risk here that needs evaluating, even if it is only a small risk. DT said that if anyone had any ideas, they should contact KB.
ACTION: JD to add the risk of sock members to the risk register and evaluate it accordingly.
The board noted the progress made with this document. GD was keen that this be brought before every board meeting until such time as all the issues are resolved.
ACTION: JD to update the Governance Review implementation on an ongoing basis.
ACTION: CK to ensure that the Governance Review implementation document remains on the Agenda until such time as all the issues are resolved.
JD explained the two decisions he would like made by the board: circa £190k from the FDC needs investing somewhere, and JD suggested that it be delegated to JD, RS and GD to decide where to invest it. MP had some concerns about the perception of investing funds, but was not too worried. GD said that he will examine the monthly cashflows and work out the best amount to deposit.
GD was asked to bring up changing bank signatories to a single set (rather than A/B splits) with the new board. There was a detailed discussion on the various benefits and drawbacks of having a set of A/B signatories.
GD proposed that the committee consisting of CK, MP, JD and GD, who have delegated powers, will carry out an examination of current cashflows and ascertain the best place to invest it. They will then report back either to the smaller committee (Fae, SC, DT) or to the Board as appropriate.
- Support: Fae, GD, DT.
- Abstain: MP.
- Not present: CK, SC.
DECISION: A committee consisting of CK, MP, JD and GD will investigate how best to invest funds.
Fae noted that he was happy that there were at least two trustees on every committee. MP abstained as he felt this was an overly-complex approach; he would have preferred the treasurer and office to have investigated options and reported them back to the board for decision.
JD's second point was about Wikimedian of the Year 2013 - he asked if we want to give out these awards this year again. His recommendation was that we should, with some minor improvements.
DT was in favour of repeating this. Fae suggested that the decision-making would be best delegated to the Conference Committee. DT proposed that we give an action point to JD to handle the liaison with MP and the conference committee, and to see that the award-making happens. Fae also proposed a maximum budget of £250.
- Support: Fae, DT, MP, GD.
- Not present: SC, CK.
DECISION: The Wikimedian of the Year Award will run in 2013, with a maximum budget of £250.
MP asked if the job description for DC would be shared. JD assured him that it would be.
Fae queried 2.3 - he wanted to know the source of the exposure, and what was being done. RS answered Fae's questions, and assured Fae that the entire board would be kept informed of any updates.
MP explained this proposal. GD and MP had a discussion about how this would relate to candidates who are elected: they were keen to ensure that there is no interference in the elections, and that any 'screenings' would not be negative. There was also a discussion through the entire board about whether or not trustees who had not been elected, could be co-opted.
Fae was slightly concerned about giving the committee Article 21 powers which they may not use: GD explained that this has been discussed with CK, and had decided that because they may have delegated powers in the future, and because they are offering advice to the board, they should be under Article 21. GD also thought it important to distinguish Article 21 committees and non-21 committees. Fae would still like Article 21 removed. GD explained that it is normal practice to have an Article 21 committee with no specific delegated powers other than 'advice'. GD explained that the function being performed by the committee is providing advice etc to the board. Fae said that he would vote against this committee unless the Article 21 powers are removed, as he is concerned that the committee could be used to destabilise or take control of the charity. GD explained that this committee is good practice, and fulfils part of the Governance Review recommendations. Fae explained that he was also concerned that there are some delegated powers that the committee has that he doesn't agree with, particularly the power of them to manage elections. MP made a change on the document - the word 'managing' to 'overseeing'. GD asked that this be moved to a vote. Fae agreed.
- Support: GD, MP, DT
- Oppose: Fae
DECISION: The Governance Committee was created
GD explained that this committee is more urgent than the governance committee. He was concerned about the short turnaround between the year end and the AGM, and believed that it was important to get it in place as soon as possible.
Fae was concerned about the membership of the committees, in particular the Chair, who had extra powers under the committee.
DT moved this to a vote, with the following caveats: 1. that the charter be accepted (which it was, nemine contradicente - MP abstained), 2. to determine the membership of the committee as a provisional committee, and that DT (as temporary chair), GD and Fae have agreed to be those members, and 3. that we will review the workings of this committee at the board meeting prior to the AGM on 11 May 2013, and 4. that Andrew Turvey will be invited on as an observer.
- Support: DT, Fae, GD, MP
DECISION: The Audit and Risk Committee was created
ACTION: All trustees to look at the Resolutions page for the 2013 AGM and consider if any more need adding. It was agreed that we would not seek to change the Auditors at the present time.
DT explained that we have reached the point now where the Technology Committee are ready to go, but there are still some concerns from the legal side. We are ready to test the implementation of the software. There are still some concerns about privacy, and ensuring that the legal advice we get is both good value and that there is no conflict of interest. As for the blog post, MP wanted to ensure that it includes a date for when QRpedia will be transferred - or, if that's not possible, a line explaining the issues that need to be resolved before it can be transferred.
DT proposed that an amended blog post about QRpedia (including a line about the outstanding issues) be sent out as soon as possible, and moved this proposal to a vote.
- Support: DT, MP, GD
- Oppose: Fae
Amendment to Finance Policy
GD raised an issue: he explained that the Finance Policy was not harmonious: there were some unusual differences in figures between the Finance Policy and the Scheme of Delegation. MP felt that these should not be changed, as the figures (£500 and £2000) were already too high. GD felt they were too low. GD explained his experience in the sector, and felt that the amounts currently stated in the Finance Policy are so low as to be "crippling". Fae was deeply concerned about our current procurement processes, as based on a history of issues, he does not feel that he has the confidence in the process for any higher figures to be delegated. MP agreed. As a result, GD proposed a few amendments, lowering some figures, and raising others, to harmonise the figures and make them more in line with Fae and MP's view. DT suggested that Fae's suggestion of a Procurement Review be looked at by the Audit & Risk Committee.
ACTION: Fae's suggestion of a Procurement Review be looked at by the Audit & Risk Committee.
Doug suggested that, as a quid-pro-quo for moving the scheme of delegation amounts down from £2000 to £1000, the £500 in paragraph 8.11 of the Finance Policy to be changed to £1000. MP was not happy to support this, and Fae abstained as he felt the issues were more wide-ranging than anything that could be dealt with by a policy. GD was very concerned that the board had not harmonised the Scheme of Delegation and the Finance Policy, and as a result, GD agreed to keep an eye on things and report back at the next quarterly report.
- Amend 19.1 to read "Travel by private motor vehicle will be reimbursed at the HMRC mileage rates applying at the time. The additional amount per passenger per mile can be claimed when carrying passengers who are also on WMUK business. As mileage is more likely to be incurred for individual trips than in bulk throughout the year, the higher HMRC rate will be used for the first 150 miles of any round trip; thereafter the lower HMRC rate will be used for the remainder of the miles."
- This was approved with no objections (Fae abstained).
Chief Executive Scheme of Delegation & Budget holders
GD proposed that the Finance policy (5.3) be change to include the wording: "two of whom must be trustees if the amount of the payment or any set of related payments exceeds £5,000 other than the payroll, otherwise at least one trustee must sign".
- The above proposal was agreed unanimously.
GD also proposed various changes to the Scheme of Delegation, which he believes needs to be urgently put forward in order for the Chief Executive to do his job. He is very strongly of the view that Fae's comments at http://uk.wikimedia.org/wiki/Talk:Scheme_of_Delegation bear no relation to the Scheme - in essence that the objections Fae has made simply do not apply to the Scheme and are not a reason to vote against it. GD suggested accepting it as a provisional scheme, to be reviewed at the next board meeting. Fae was not happy with this suggestion, and felt that the Scheme was being rushed through. He believes that approving it now will cause disagreements between the trustees and the Chief Executive.
GD moved it to a vote, proposed that we adopt this scheme of delegation as a provisional document for review at the 11 May 2013 board meeting. GD will take away an action point to respond to all of Fae's comments at the next board meeting. In the policy as it is voted on, for £5,000 read £2,000; and for £2,000, read £1,000.
- Support: GD,
- Oppose: Fae, MP
- DT did not vote, as he realised that his vote could not change matters.
GD agreed to try his hand at taking this forward.
ACTION: GD to respond to all of Fae's comments by the next board meeting.
No matters were raised.
Date and agenda of next meeting
The dates of the upcoming meetings were noted. MP encouraged trustees to indicate whether they can attend the board meeting on 13 April, either in-person or by phone.
The meeting ended at 10:50pm.