Minutes 2013-01-08

These minutes were approved at the Board meeting on 9 February 2013.

Minutes for the meeting of the Board at 7.00-10.00pm on Tuesday 8 January 2013. Held by teleconference.

Present:

• John Byrne [JB]
• Saad Choudri [SC]
• Jon Davies [JD, non-voting]
• Fæ [Fæ]
• Chris Keating [CK, Chair]
• Mike Peel [MP]
• Richard Symonds [RS, Minutes, non-voting]
• Doug Taylor [DT, Chair for part of the meeting]

Minutes and reports

Apologies for absence

There were no apologies for absence.

Declarations of Interest

Declarations of interest were made regarding matters on the agenda. It was noted that trustees are expected to declare at the beginning of the meeting any conflict of interest or loyalties they might have regarding any of the items on the agenda. If a discussion turns to include matters where they have such a conflict they should declare it promptly. This applies whether any particular interest has previously been declared, publicly or confidentially, or not.

• MP declared his conflict of interest with the Wikimedia Foundation's Funds Dissemination Committee, as recorded on the Register of Interests.
• CK declared the risk of a perceived conflict of loyalties regarding Midas Training Solutions Ltd, as recorded on the Register of Interests.
• JB declared an interest regarding Wikimedians in Residence, and will recuse himself from any discussions regarding them.

Approval of minutes of past board meetings

• Reports 8Jan13/Minutes review (Work in progress, but general topics to be discussed)

MP said that there is a backlog of minutes. He has started a minutes review page, and started looking at the in-camera minutes. The page is not finished yet, so will not be approved this evening, but will hopefully be done in time for the February meeting. MP had a few questions about some 2010 minutes that were not recorded using our current style: he asked for advice on how to deal with these. MP also asked whether he should be 'conservative' or 'liberal' as regarding the release of in-camera minutes. JB said that when the minutes involve people outside the board, e.g. partners etc, then we need to be careful so that no relationships are damaged. Fae said that we should give ex-trustees the opportunity to redact any parts before the minutes go public. Fae also had a further query: should the current board even be approving old minutes? JB thinks that we shouldn't need to go further back than the current AGM. JD raised the fact that he cannot comment on or correct several of the in-camera minutes as they are on the board wiki. MP proposed that once the decision to relocate in-camera meetings had taken place, the minutes would be put on the office wiki first, then moved to the public wiki once Jon has had chance to comment on their release. This was agreed.

• ACTION: All to look at unapproved board meeting minutes and make comments as necessary.

Confirmation of decisions made since the last board meeting

1. Decision to confirm the breakdown of Stone King's services rendered in September and October 2012, and endorse the payment of £7,560 to them in lieu of their invoice, which will come from the Legal fees and Contingency budgets. For: MP, JB, Fæ, Ck, DT. Against: none. Abstain: none.
2. Consultant to sort GLAM-WIKI conference programme. For: JB, CK, SC, DT. Against: MP, Fæ. Abstain: none.
3. Decisions/Payment of Invoice 241. For: JB, MP, SD. Against: Fæ. Recuse: CK. Absent: DT.

These decisions were confirmed.

Chief Executive's Report

• Key Documents: Reports 8Jan13

For decision

Train the Trainers

• Key documents:
  • Draft agreement for Feb 2013 event
  • Draft decision page
  • Tender documents from May 2012

JD explained the situation as he saw it, and noted that these are linked through his report. He would like permission from the Board to go ahead and publicise the February course. JB felt that "big money stuff" like this needs a contract, which should be negotiated. He feels we should delegate to JD the ability to negotiate and agree on decisions like this, so that we don't get caught out with the problem of people being able to negotiate contracts but not approve them.

CK recused and absented himself from the meeting at this point due to his COI, and DT took over as chair.

DT asked Fae if he was happy with the current draft agreement. Fae said that he was broadly happy, but was not happy that the current draft agreement is underpinned by the terms and conditions of Midas, which we have not negotiated. Fae said we should negotiate these terms and conditions separately. JB then asked we are talking about this as a general item, or if the T&Cs for Midas need to be approved. Fae believed strongly that a new contract should be drawn up before we agree anything else. Fae is of the opinion that there is an imminent risk to the charity.

DT summarised the discussion. He said that we really need to review what has happened so far (Minutes 8Jan13#Ongoing matters, Point 6). DT asked if, in Fae's opinion, that 'Minutes 8Jan13#Ongoing matters Point 6' was a prerequisite to any vote on permission from the Board to go ahead and publicise the February course. Fae said that he believes it is a prerequisite, but two other members of the board were happy to put it to a vote.

DT moved, therefore, to Minutes 8Jan13#Ongoing matters, Point 6. He separated the 'Approval of TtT' from the 'Review of everything over £1k' - this is so CK can be involved in the more general part of the decision. The Midas question became 'Minutes 8Jan13#Ongoing matters, Point 6a'. Fae took us through his proposal 'Minutes 8Jan13#Ongoing matters, Point 6b' - he wants to have a fully independent audit of all payments over £1k in 2012. JD said that the TtT program went to tender openly and that the documents are available, and Martin Poulter, a volunteer, and JD came to the unanimous decision that Midas was the best tender. Martin contacted them, and they sent their terms and conditions. As far as JD remembers, Martin has shared these emails with all concerned.

DT re-focussed the discussion: he asked Fae who he was thinking of to do the audit. Fae said he wanted a document produced that would explain what has happened in case any questions are asked in future, and Fae therefore suggested an accountant. SC said that an accountant would not be ideal, as this is a review of decisions and process, not finance. DT suggested Tom Dalton (TD). DT asked if Fae was happy with TD reviewing the status of our past and future agreements with Midas Training. Fae was not happy with this, as TD has already said that he does not think we need an audit, disagreeing with Fae. JB said that what we need is a review, not an audit, which should review what happened, and if there were any negative consequences. JB suggested another volunteer who is not involved in the process and is relatively close to the office. DT suggested lots of other possibilities, and there was discussion about why certain volunteers were or were not a good idea.

JD then said that there cannot be any further delay in the program - TtT needs to be approved or declined today in order for it to go ahead. He therefore suggested that we go forward and do an audit in parallel with the Newcastle TtT event. DT asked Fae if he would be happy with this, but Fae said he would want to see the review completed before approving TtT.

DT asked the board if they were in agreement about going ahead with a review of procedures, and finding out what the current situation is. JB asked SC's opinion: SC said he has not seen the documents, but he thinks that a standard set of T&Cs would be more than adequate for the type of relationship we have with Midas, as it is a service contract on a case-by-case basis, rather than an ongoing contract. Fae said that there is no contract, and that there is no agreed schedule. SC says that Fae is technically correct, as there is no formal agreement in place, but he also said that there is the argument that a contract has been formed by virtue of conduct, as we have used them twice so far. SC feels that the wider point is: "do we need to use Midas for these sessions"? SC feels that JD has indeed shared all the relevant information, but that it does need to be reviewed. There was a technical discussion about what the exact wording should be.

DT asked: Independent of everything else, are we OK to go ahead with the Newcastle TtT event? All trustees said yes, except for Fae, who was only willing to say yes on the condition that there would be no binding contract with Midas. DT tried to re-phrase the question, but was unable to come up with a suitable version SC says that as long as we are happy with the fees paid, there is nothing in the T&Cs that binds us or locks us in to extra fees. There was more in-depth discussion on the details of the agreement.

DT proposed the motion that the Feb TtT goes ahead: there was no dissent.

DECISION: February TtT session to be advertised as planned.

DECISION: That DT find an independent volunteer to perform a short review of the TtT issues.

ACTION: DT to find an independent volunteer to perform a short review of the TtT issues in time for Midas to be contracted for the event.

DECISION: The budget at Train the Trainers February 2013 on the office wiki was approved (an amount of £10990).

DECISION: That we go ahead with the TtT session, giving JD the authority to sign the contract as might be renegotiated, and to do any renegotiation that needs to be done in light of the review (if the review is received in time).

• Aye: JB, SC, MP, DT
• Nay: Fae

The above section deals with agenda items 5.1.1. and 11b.

CK rejoined the meeting at this point, and resumed chairing.

2013-14 Programme

JD introduced the 2013-14 Programme, which had been changed by email and explained how it works. He noted the major changes, and proposed the addition of a JISC WiR, where JISC put in £15k and we put in £15k into a year-long WiR contract. JB asked when this would be happening: JD said probably a February hire, with WMUK paying the second half of the year.

CK had a question about Europeana: is the £60k the total amount? Fae says we will not know until March when the Steering Group is due to review the funding plan.

MP asked if there is any money allocated to support our representative's attendance at WCA meetings. RS said no, as he understood the WMF were paying. Fae clarified in his role as the WCA chair and said that he understood that there is no commitment for funding from the WMF as yet.

Fae asked about the large increases in the office and fundraising budgets. RS said that the original £4k was unrealistic, and that this is actually a drop from this year's £20k to next year's £16k. The fundraising amount was also explained, this time by JD.

JB felt that the travel grants are quite low. RS suggested we revisit this later in the year after we know more about the state of travel. JB also raised the issue of the 2014 Wikimania bid's £2k, and whether this was enough. CK said that Wikimania would be covered by Wikimania's own raised funding specifically, and would by and large stand on its own two feet. The £2k will be more than enough to give them any support they need. Fae and MP were concerned that there had not been adequate review of this.

MP pointed out that there was only funding allotted for one member of the board to visit Wikimania, and three staff. There was general agreement that if more trustees should attend then changes could be made. Various trustees raised a few comments, and CK moved to a vote:

DECISION: We adopt the 2013/14 budget as presented to this meeting, to include the JISC post.

• Aye: JB, DT, MP, Fae, CK, SC
• Nay: None

The motion was passed. Fae commented that "my vote was for the top level wiki document presented, not any subsidiary references as the document, as is, was put forward on the day of this meeting".

WiR recruitment and contracts

John Byrne left the meeting for this item of the agenda.

• Key documents: WiR Contract

SC thanked RS, Michelle Paulson, Fae and MP, and others, for their help in drafting the document. SC introduced the document, and said it was a "more robust agreement" than previously. The biggest change is that now we have a standard set of terms which can be made for each WiR, allowing us to vary the metrics more easily.

CK suggested that we delegate some authority to conduct negotiations based on this. The plan is for this document to be reviewed after we have gone through the first tranche of WiRs. However, Fae was unhappy that he had not had the time to review the document in full, and was concerned about over-formalising the contracts for WiRs. There was much discussion about how different GLAMs have different needs and requirements, which all present were largely in agreement with.

CK therefore proposed that we delegate to JD the ability to negotiate the forthcoming WiR agreements with relevant institutions on the basis with the fourth draft, taking into accounts any more comments which will be added by Sunday.

DECISION: That JD proceed with negotiating those agreements with relevant institutions on the basis with the fourth draft, taking into accounts any more comments which will be added by Sunday, and the board are happy for JD to delegate this to Daria if needed. In addition, the four institutions recommended by Daria (Tyne and Wear Museum and Archives, National Library of Scotland, Black Cultural Archives, and Science and Natural History Museum) are approved.

• Aye: CK, DT, SC
• Nay: MP, Fae
• Recused: JB

The motion passed. The Wikimedian in Residence programme will be on the agenda for discussion at the February Board meeting.

(Post-meeting notes on this decision are available on the talk page.)

John Byrne re-joined the meeting at this point.

For information

The following items were presented by the CE for information, but were not discussed:

1. Finance Reporting Standards, FDC Grant and reporting requirements.
2. Strategy and Planning.
3. Risk register.
4. Independent Review.
5. Trustee vacancies.
6. The Christmas Break.
7. Theft.

Ongoing matters

1. QRpedia.

This was discussed in-camera and minuted on the board wiki.

The remaining items on the agenda were not discussed:

1. Trustee vacancy.
2. Finance report.
3. Proposed Audits:
   1. Proposed independent audit of all procurement over 1,000 pounds placed in 2012.
4. AOB
   1. Refer to Talk:Agenda 8Jan13#Governance review and Steve Virgin's complaints
   2. Date of next meeting (9 Feb 2013, London).

The meeting closed at 10.00pm.