The other option I've been considering recently along those lines, but a little more formal, is an audit committee. It would consist of 3 trusted and experienced members elected by the membership and have a mandate to generally keep an eye on what is going on and to investigate specific complaints. It would then report to the board or, if necessary, the membership (and would have the power to call an EGM so the membership can react to that report). On Oct 13, 2012 8:41 PM, "Tom Holden" tom.holden@economics.ox.ac.uk wrote:

Is there a role for an advisory board? It was discussed a while back. Perhaps some of the long serving former board members could be invited to be on it (Andrew T., Joe S., Tom D.)?

A little bit of an external check of "are we doing something basically sensible" might help.

And it'd be easier to enforce a hard policy of "no links to the WMF or any commercial organisations even vaguely related to new media" on an advisory board.

T

-----Original Message----- From: wikimediauk-l-bounces@lists.wikimedia.org [mailto: wikimediauk-l-bounces@lists.wikimedia.org] On Behalf Of Thomas Dalton Sent: 13 October 2012 20:20 To: UK Wikimedia mailing list Subject: Re: [Wikimediauk-l] Latest WMUK blog post - message from our Board

The board needs to learn how to write a statement that actually says something...

Apologising for mistakes is meaningless if you don't acknowledge what those mistakes are. This statement comes across as defensive and empty of actual content.

What have you done wrong? What are you doing about fixing the problems caused by those mistakes and making sure similar mistakes don't happen again? That's what people want to know. If you want to wait until the review is complete before going into details, then say that. Don't post this kind of meaningless drivel.

On 13 October 2012 19:43, Stevie Benton stevie.benton@wikimedia.org.uk wrote:

...

Hello everyone,

I thought I'd drop you a line to let you know that Wikimedia UK has just published its latest blog post. The post is a message to our community from the Board of Trustees.

You can find the blog post at http://blog.wikimedia.org.uk/2012/10/a-message-from-the-wikimedia-uk-b oard/

As ever, please do feel free to get in touch with your comments.

Thanks and regards,

Stevie

--

Stevie Benton Communications Organiser Wikimedia UK +44 (0) 20 7065 0993 / +44 (0) 7803 505 173 @StevieBenton

Wikimedia UK is the operating name of Wiki UK Limited, a Company Limited by Guarantee registered in England and Wales, Registered No.

...

Registered Charity No.1144513. Registered Office 4th Floor, Development House, 56-64 Leonard Street, London EC2A 4LT. United Kingdom. Wikimedia UK is the UK chapter of a global Wikimedia movement. The Wikimedia projects are run by the Wikimedia Foundation (who operate Wikipedia, amongst other projects). Wikimedia UK is an independent non-profit charity with no legal control over Wikipedia nor responsibility for its contents.

---

Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org

---

Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org

---

Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org

Has the independent reviewer been picked yet?

And if or when they have, could you publish the reviewer's name and contact information?

Thanks.

Andreas

On 13 Oct 2012, at 20:52, Andrew Turvey andrewrturvey@googlemail.com wrote:

On Sat, Oct 13, 2012 at 8:41 PM, Tom Holden tom.holden@economics.ox.ac.uk wrote: Is there a role for an advisory board? It was discussed a while back. Perhaps some of the long serving former board members could be invited to be on it (Andrew T., Joe S., Tom D.)?

A little bit of an external check of "are we doing something basically sensible" might help.

+1

And I'd hope you would be on it too :)

I'd personally agree that an advisory board could be very beneficial for WMUK. I've set out a first draft of what such a board could look like, after looking into the WMF's advisory board setup and some other background documents, at: https://uk.wikimedia.org/wiki/Advisory_Board

I would like to put this forward to the board at its November meeting, if the proposal is sufficiently well developed and there's general agreement by then. I'd greatly appreciate it if those interested in this topic could edit the page directly, leave messages on the talk page, reply to this email or contact me off-list/wiki. :-)

Thanks, Mike

On 21 Oct 2012, at 19:30, Thomas Dalton thomas.dalton@gmail.com wrote:

On 21 October 2012 19:20, Michael Peel michael.peel@wikimedia.org.uk wrote:

...

I'd personally agree that an advisory board could be very beneficial for WMUK. I've set out a first draft of what such a board could look like, after looking into the WMF's advisory board setup and some other background documents, at: https://uk.wikimedia.org/wiki/Advisory_Board

I don't think the WMF's advisory board has been particularly successful or effective, so I would advise against basing WMUK's on it to too great an extent.

Sitting on the WMF's advisory board is more of a sinecure than anything. If WMUK is going to have an advisory board, we need to ensure we avoid that.

I'd agree with you here, and I think there's a fair few differences between the WMF's advisory board and what I've set out on-wiki. What I've posted is very much meant as a straw man, though, to set things going - so please help improve it. :-)

Thanks, Mike

On 21 October 2012 19:30, Thomas Dalton thomas.dalton@gmail.com wrote:

I don't think the WMF's advisory board has been particularly successful or effective, so I would advise against basing WMUK's on it to too great an extent. Sitting on the WMF's advisory board is more of a sinecure than anything. If WMUK is going to have an advisory board, we need to ensure we avoid that.

The main thing an organisation needs an advisory board for is to advise. This means people from the organisation need to actually ask them stuff. Typically, that's the bit that doesn't happen much.

If when people ask for an "advisory board" they mean a group to police the board and organisation, that's a completely different beast and I'm not sure what the proper name for it is.

- d.

On 23 October 2012 16:19, Gordon Joly gordon.joly@pobox.com wrote:

Advisory board? Why? Why not just put petrol on the flames? A charity that is as small as Wikimedia U.K. has no need of more dimensions of governance...

An advisory board is conventionally "advisory", per the name: they're there to ask things and to occasionally speak up. They're not part of the governance as such.

- d.

What do you want to ask the charity commission? I think the guidance is pretty clear. You just need to have it written down somewhere what their role is and what authority they have (ie. none).

What is the difference between the CIC approach and our approach of having members that hold the board to account? On Oct 23, 2012 5:22 PM, "Gordon Joly" gordon.joly@pobox.com wrote:

On 23/10/12 16:26, David Gerard wrote:

...

On 23 October 2012 16:19, Gordon Joly gordon.joly@pobox.com wrote:

Advisory board? Why? Why not just put petrol on the flames?

...

A charity that is as small as Wikimedia U.K. has no need of more dimensions of governance...

An advisory board is conventionally "advisory", per the name: they're there to ask things and to occasionally speak up. They're not part of the governance as such.

• d.

So, what is the point? The Advisory Board can be ignored, as and when. The issue reminds of why I favour the CIC model, with a group of stakeholders to hold the main board to account. Likewise, NHS Foundation Trusts with a membership and a Council of Governors.

No gift aid with CICS.

http://www.bis.gov.uk/**cicregulator/http://www.bis.gov.uk/cicregulator/

---

Community Interest Companies (CICS) are limited companies, with special additional features, created for the use of people who want to conduct a business or other activity for community benefit, and not purely for private advantage.

This is achieved by a "community interest test" and "asset lock", which ensure that the CIC is established for community purposes and the assets and profits are dedicated to these purposes. Registration of a company as a CIC has to be approved by the Regulator who also has a continuing monitoring and enforcement role.

---

Gordo

______________________________**_________________ Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/**mailman/listinfo/wikimediauk-lhttp://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org

On Oct 23, 2012 10:23 PM, "Gordon Joly" gordon.joly@pobox.com wrote:

On 23/10/12 17:45, Thomas Dalton wrote:

...

What do you want to ask the charity commission? I think the guidance is

pretty clear. You just need to have it written down somewhere what their role is and what authority they have (ie. none).

...

I would ask them, given the current age of the charity, the budget, the

relationships with stakeholders, the number of staff, the relationship with the Foundation, recent resignations, the work balance between Trustees and staff.... would an advisory board be of positive benefit.

That's not something they will be able to answer from just a phone call. That's pretty complicated advice, which isn't something the charity commission's helpline can give. They would need to know a lot about the charity to know what would and wouldn't be appropriate for us.

...

What is the difference between the CIC approach and our approach of

having members that hold the board to account?

...

Members of charities exercise their choices at AGMs and EGMs. Stakeholder

groups for CICS might meet on a regular basis (e.g. quarterly?). Scrutiny roles can be defined in various ways, like the CIC model. Housing associations (all registered providers of housing) used to be subject to (tenant) scrutiny, before the TSA was abolished!

We could have quarterly general meetings if we wanted to. We don't need to change legal structure for that.

On 23 October 2012 22:49, Gordon Joly gordon.joly@pobox.com wrote:

On 23/10/12 22:31, Thomas Dalton wrote:

...

We could have quarterly general meetings if we wanted to. We don't need to change legal structure for that.

But stakeholder groups in CICS can be a subset of the membership, I believe. The CIC decides at the start how to run the stakeholder function.

We could create some kind of members' council if we wanted to. There is a lot of freedom in how individual charities handle their affairs. I'm not sure if the powers of members could be delegated to a subset, but the powers of the board can be restricted so they can't do certain things without the consent of the council.

I don't really see what would be gained by that, though. The council would need to be significantly larger than the board, otherwise it would have no greater legitimacy than the board. If the council is much larger than the quorum for a general meeting, then you might as well just have a general meeting. If we get to the point where we have thousands of members then it might make sense to add an extra layer of governance. We don't need that now, though.