Wikimedia South Africa/Special Board Meeting 06 July 2024

A Special Board Meeting was requested to discuss the Philosophical way forward for remuneration of members in the Chapter.

Links to documents Present :

Douglas Scott
Herschal Jackson
Bobby Shabangu
Jeremiah Peterson
Coenraad Loubser
Ingrid Thomson
Khetiwe Marais
Nobantu Modise
Michael Graaf

Apologies :

Deon Steyn
Jan Hendrik Du Toit

Agenda

Philosophical Discussion around Remuneration in Wikimedia South Africa

(HJ) Greets all board Members and reminds all participants around the Friendly Space Policy.
(HJ) further mentions that disagreement is fine however we should maintain decorum, Board members are requested to allow others to conclude their point and not interrupt and to raise hands via google meets if they would like to comment.
(HJ) mentions the history behind the request for this discussion as an outcome of the previous Special Board Meeting held on the 27th June 2024. He further advises that the requirement for the board to isolate a way forward is the main reason for the meeting. Which will be concluded in two sessions, the first being the Philosophical discussion and the second (Not yet scheduled) Practical discussion.

(BS) mentions that the Friendly space policy is there for a reason, it is meant to foster harmony within the organisation and to create a safe space for discussion to occur.
(BS) continues to explain that board members are required to vote in difficult meetings, to make tough calls. He further comments that Board Members are allowed to question decisions which are made.
(BS) as an example (BS) explains that when the 2023 audit report was sent he questioned whether the report was correct. This is the right of all board members.
(BS) continues his comments and mentions that although disagreement is allowed the method of disagreement is important. Board Members are encouraged to only bring the point of disagreement not to conflate the issues.
(BS) comments that if the issue in question is receipts then that should be raised, not to include additional items that perhaps require discussion but are not related to the issue.
(BS) mentions that when this is done the argument which ensues may be worn, perhaps because the arguing party is the strongest voice, however the problem will still remain as the actual issue would not be addressed.
(BS) further states that in a scenario like this contributions from other board members will stop as others may be scared or afraid of being bullied by the strong voice.
(BS) mentions that this has occurred alot in the past and that the example of the Wikimedia Foundations method should be adopted. that being that the Wikimedia Foundation only seeks to deal with the actual issue.
(BS) comments that the reason the board is gathered today is to discuss his claim for remuneration.
(MG) raises his hand, when prompted he advises that he will comment later.
(BS) continues to explain that the Chapter was formed in 2014.
(BS) further comments that the budget the Chapter worked with was much smaller when compared to the budget today.
(BS) comments that the Chapter Members are volunteers, and that Paid for volunteering is frowned about in the movement as well as the chapter.
(BS) explains that Volunteering relates to two things, the first being the outreach, advocacy and contribution to wikipedia in the form of edits, articles.
(BS) explains that the second thing relates to administration of chapter affairs. This is hard vet or quantify the amount of hours involved.
(BS) continues to comment that when beginning a project or community event there is no way to calculate the amount of hours which will be consumed with administration, unlike when editing which can directly be calculated.
(BS) advises that many communities agree that administration work should be compensated in some way.
(BS) further confirms that in our Chapter the rate was identified to compensate for administration as R450 per hour.
(BS) further comments that there were even multiple discussions held to determine if a bigger amount is required.
(BS) continues to mention that the board still needs to decide on that.
(BS) clarifies that administration here is different to the administration required by staff or (HJ) and mentions that this is work which requires a Board Member or Chapter Leaders
(BS) comments that in the last meeting he mentioned that although there are volunteers in the chapter not a lot of them have capacity to conduct the Wikimedia South Africa Administration.
(DIS) comments in chat that this type of administration relates to things like: financial reviews, banking execution, training staff, staff oversight, writing grant applications and reports.
(BS) comments that he has realised that he has become excellent at Forex transfers due to the number of hours he has had to invest in this with the bank in order to affect payments on behalf of the chapter and events.

(BS) mentions that to consider all the administration work he has performed as being part of volunteering would be unfair. He further mentions that the amount he has requested payment for is not the actual amount of hours worked on events for Morroco, Rwanda, wISCOM and other Indaba's.
(BS) further mentions that the work he has completed on these events has actually resulted in Profit received in the Chapter, some of which was used to assist chapter members with travel (Etc) and the remaining is still in the Chapter accounts.
(MG) begins his submission with asking the board if all have managed to read the document he supplied for the previous meeting. He mentions that this was emailed but also supplied to via the whatsapp group.
(KM) confirms she has reviewed.
(CL) confirms he has seen it on the group and is reading it
(MG) continues to explain that he was the board member who first requested that the chapter address this at a board level as it was raised in a financial meeting.
(MG) comments that all the paperwork supplied in support of the claim is not a proper discussion nor does he believe that proper board approval was provided on the payment.
(MG) proposes that the board offer (BS) an honorarium for all the work conducted (No Amount is assigned but can be discussed and agreed later)
(MG) believes that this resolves this current claim and does not create precedent for future such claims.
(MG) continues to advises that once principle is agreed further discussion can occur to create a process for future submissions.
(DIS) agrees with Michael's proposal.
(KM) aligns with (MG) proposal, she also mentions that submissions for previous years cannot be completed in current year as that creates complications from a financial standpoint.
(BS) mentions that all projects his claim relates to only closed in the current year. He further comments that 1 project is still open currently as a vendor is still pending payment.

(BS) further advises that if decision is made to enforce claim within financial year this could be unwise as projects carry across years and this would have an impact to future members who claim.

(MG) comments that you cannot claim for remuneration unless a decision was made. He believes this will open a can of worms.
(MG) further states that claims must be made after agreement from board. However he understands that his claim has extraordinary circumstances.
(DIS) thanks (MG) for his submission and confirms that he agrees with his comments.

(DIS) confirms that a special board meeting was held to discuss remuneration and that there was approval from the board on this item.
(DIS) further mentions that the result of this vote is the reason the budget has in previous years included a line item (Budget Line Item 9.2) for this cost.
(DIS) continues to explain that what complicates this discussion is that we are unable to locate the minutes for this discussion due to movement from old website.
(DIS) further mentions that (CL) has found reference to this meeting but not the minutes which further complicates this discussion however he states that this is a good discussion to have.

(CL) greets all participants and asks for clarity on whether everyone read the mail he sent related to this claim.
(BS) confirms he has not read the mail
(MG) advises he glanced at the mail but did not memorise it; asks (CL) to refresh board members' memories.
(CL) referring to the mail mentions that the main points were Point one - that the chapter is not ready to do the projects we have completed.
(CL) continues stating that we have a board which does not know what is and what is not allowed.
(CL) states that the board does not know how to deal with certain situations
(CL) states that each board member needs to set aside time each week to get the organisation up to scratch.
(CL) states that his goal is to structure the board so that better board member then himself can be on the board
(CL) mentions that this is not the 1st board he has served as a board member on and that although he has 10 years experience as a board member, he struggles to know what is required for our board.
(CL) further states that as board members we need to be active and involved.
(CL) states that point two - Dealing with what happened in the past. (CL) reads from his whats up messages relating to how the Chapter and Board may look from the outside, he states that we have budget which is not spent at the end of our financial year, we have questions raised by board members which are never addressed.
(CL) continues to state that he reviewed all minutes from previous years and prepared a document with questions which are not completed.
(NB) comments on chat that a board retreat was scheduled but did not occur.
(IT) comments on the chat that board onboarding is required.
(CL) continues to state to from the outside the view is the chapter is going around in circles, that the board drops balls, that decisions are not made, that the board does not have quorum.
(KM) asks on the chat if there is a financial policy related to remuneration and states that if there is not we need to prioritize creating one.
(CL) states that we as a board have 2 options:

Go with (MG)'s proposal.

(CL) believes that we should have a process which specifies a method of committee which is created to approved claims such as this. He continues that all the board members are responsible and that we are all a unit and must work together.
(CL) believes that our other option is to decide on a remuneration policy however he believes we are threading a thin line as the chapter used to be a volunteer organisation and that if you want to be paid for your work then you cannot be on the board.

(DIS) comments that he agrees with (CL)'s point about the board needing policies however he clarifies that the board were made aware of the decision around remuneration and that it was discussed in many meetings however he is not surprised that (CL) is not aware as he may not have been in those meetings.
(CL) advises that he cannot be in meetings that he carries no knowledge of and was not informed of in the manner that he requested, and that not informing him of meetings and then pretending that he is absent, constitutes a personal attack
(DIS) apologises and mentions that his comment is not meant to be an attack but rather a explanation on the reason he is unaware of the decision.
(DIS) further states that some of the comments create the implication of fraud in the chapter and states very strongly that this is not the case and that a decision was made historically regarding remuneration and that the board members are not unaware of this as it was communicated in minutes.
(DIS) further clarifies that the decision around remuneration was made, that the origin of this policy was made to monitor, train staff and provide financial oversight.
(DIS) emphasizes the point that he is in agreement that we need to isolate new board members with talent and experience.
(DIS) further comments that proof of the decision can be seen in the budget line item added to our budget (Budget Line item 9.2), which was introduced in 2022.
(DIS) advises that it is disconcerting to hear that this claim from remuneration is coming out of nowhere and that the board is unaware of decision to remunerate chapter members, but he believes that it is not unreasonable to request discussion and policy creation around this. He finishes by apologizing if (CL) feels like he is being pointed out for not joining meetings.

(BS) advises that the main problem is the requirement to define what volunteering is and what administration is.

(BS) continues to state that after Theresa left the chapter no administration was done.
(BS) confirms that (CL) suggested a service provider to complete the administration at a fee which was hired.
(BS) further advises that this service provider was terrible and did not attend meetings and did not complete administration which they were claim fees for.
(BS) confirms that his mistake was claiming once the projects had concluded and that he should rather have claimed during the project lifecycle.
(NB) mentions that the board were meant to have a board retreat a few years which she believes would have addressed these very points.
(NB) further comments that in her current work when she completes these very same tasks for work, she is seeing her colleagues in the chapter performing the same tasks on behalf of the chapter in there working time.
(NB) asks the question to the participants: "What did we thing would happen after all this work was being done?"
(NB) she further states that the board should have said stop to the work being done if it was not in agreement or that the board should have placed a cap on the amount which could be claimed.
(CL) states on the chat that this could only have been done if the board were aware of the administration costs.
(NB) further states that she believes that regarding efficiency we need to isolate what we want there are two things related to efficiency, one is getting things done, second is getting things done efficiently. Ideally we as a board what the latter however as a board we do not have the ability to implement so we need to decide what does efficiency look like for us.
(NB) states that it is her hope that as a board we reach an amicable outcome.
(KM) Reiterates her comment on chat by asking if the chapter has a policy around remuneration as it is her believe that would clear up a discussion like this.
(BS) advises that we do have a document relating to all financial policies that was made available to all to comment on. He further mentions that alot of comments were made by (DIS) and (BS) and earlier in the Morning on the 06th July 2024 that (CL) had also commented on the policy.
(IT) asked for the document to be shared on the chat.
(BS) advises that something like the document (Financial Policy) requires someone to drive the completion of. He further comments that the time you spend on such a process is large.
(KM) request that the document is sent to all to review and comment on.
(NB) advises that the point (CL) raised around (HJ) not being a silver bullet is valid and she states that neither was (SM). She further cautions that the demand on one person could affect their mental wellbeing or create burn out. Additionally she mentions that the requirement for administration is quite considerable.
(CL) comments that the Movement Strategy vote is upcoming and that a final vote is required. He mentions that he will complete a summary of the strategy and send to the board by Monday. However at a high level he states that the strategy does not empower the local chapter.
(HJ) advises that he will send out a poll on the whatsapp group for all to vote on once (CL)'s summary is sent out.
(MG) advises that this was the philosophical discussion and that since it seems all are in agreement with his proposal, we can determine the honorarium in the practical discussion around remuneration.
(DIS) comments that he agrees with resolution to honorarium, mentions that in the next practical discussion we can isolate how we get more clarity on policy, and communication and better administration and good records.
(DIS) strongly agrees with strategy and for context adds that these very topics have led to the failings of communities.
(BS) advises that some administration requires chapter leads and other administration requires work by (HJ)
(DIS) adds that historically according to American law the movement was prevented from payment for administration to volunteers.
(DIS) also advises that the movement does not have a policy to address remuneration, and further states that once we have isolated it we need to share it globally. He further states that all questions raised were good and has mentioned that as a chapter we have been bold, that we have made some mistakes and that we will be better.

Meeting was Adjourned