Wikimedia South Africa/Special Board Meeting 27 June 2024

A Special Board Meeting was requested prior to Financial Year end and was held on 27 June 2024.

The Etherpad for this meeting can be viewed here.

Present :

Douglas Scott
Herschal Jackson
Bobby Shabangu
Jeremiah Peterson
Coenraad Loubser
Ingrid Thomson

Apologies :

Deon Steyn
Khethiwe Marais
Michael Graaf
Jan Hendrik Du Toit
Nobantu Modise

Agenda

Chapter Finance Presentation (Management Accounts) (DIS)

(DIS) opens the latest Budget presentation and walks the attendees through the current state of our Chapter account and Foundation account.
(CL) Questions are raised around the amount of underspend and the reason for this
(DIS) advises that a number of budget line items (Projects) were never implemented which is the reason for this.
(CL) poses the question: "What is the one thing that could have been done to assist the chapter in achieving/delivering on the line items in the budget item
(IT) Mentions that the reason project delivery is not completed is capacity.
(CL) Disagrees, stating he believes this is because the Board of Directors are not aligned on the budget status. Suggests a Budget presentation is included in each Board Meeting.
(BS) mentions that budget status is discussed in each Board Meeting. and that (DIS) presents the current status.
(HJ) Adds Action Item to add a more lower level breakdown of budget to the Board Meetings (Including projects and line items without movement).
(IT) requests confirmation on what occurs on the Underspend. Does it Roll over or is it returned to Foundation?
(DIS) explains that underspend in current year is removed from new years requested funds and balance of approved budget is sent to Chapter. (No Return to Foundation)
(CL) Requests clarity on the accounting solution the accountants are using.
(DIS) confirms Accountants utilize Quick books.
(CL) requests agenda item in next financial meeting to discuss use of quick books for budgeting

2022/2023 FY Recon - Email from Wikimedia Foundation. (BS/DIS)

(BS) advises that Wikimedia Foundation has requested feedback and he has advised that feedback is dependent on a meeting with our accountants.
(BS) to advise Wikimedia Foundation that chapter is pending meeting and will reach out to accountants again to have a urgent meeting 28/06/2024.

Bobby Management Claim

(MG) could not attend the meeting but supplied a document detailing his position on the claim.

Link to document

(BS) mentions the work completed in the Rwanda WikiIndaba
(BS) details the laborious process with vendors, banks, reserve banks and advised on final payment for conference occurring in Dec 2023, with final reporting being sent in Jan 2024.
(BS) mentions that a similar process occurred for WikiIndaba Morocco and all areas where WMZA are fiscal sponsors.
(BS) details the difficult banking process which takes between 2 and 4 weeks of engagement after which a secondary process is required with the Reserve bank which adds to the lengthy process. In totality the process end to end for paying a vendor in another country takes between 4-5 months.
(BS) continues to explain the administrative process which was undertaken for Botswana engagement as well as WISCOM.
(BS) details the process requires large amounts of administrative work.
(CL) questions why this was not process before during the project timeline and asks if delays are related to administrative blunders.
(DIS) confirms only one administrative blunder occurred across these projects and in that one instance the blunder was on the vendors side not in any form on the chapters side.
(BS) adds that the payment could not be instituted until the projects were closed which only occurred in this year.
(CL) asks why the Wikimedia Foundation is not doing this?
(DIS)/(BS) confirm they used to.
(DIS) mentions that perhaps the invoicing should occur more frequently before the project end.
(DIS) mentions that he responded to (CL) email with breakdown of when decision was made and reason for the decision ( in a special meeting in 2021 due to time being spent training administrator.)
(CL) advises that 1 meeting occurred and the decision was made for payment for administration.
(CL) asks for clarity on the minutes detailing the administration work.
(BS) Asks (CL) for respect during the discussion for him to complete his point and then allow for others to speak until completion.
(DIS) advises that some of the previous minutes are not correctly captured.
(CL) advises that the chapter has inadequate accountability measures.
(CL) further mentions that the chapter is a volunteer organization and that although there were discussion held, He is not aware of the policy change as a board member of the chapter.
(CL) further advises that if anything was agreed in a BM

he was not made aware.

(CL advises that his stand point is still that if no decision is made at a board meeting then the solution is not to say yes to the claim. He mentions that this is a watershed moment for the chapter.
(DIS) confirms that this is a reminder to the board that urgency is required in completing the finance document, it is his belief that completing that will resolve the issue.
(BS) advises that he joined the chapter in 2013, during his time in the chapter he has seen a number of people leave and a number of members come in.
(BS) mentions that there are 2 aspects to Volunteering in our organization:

1. The volunteer contributions to wikipedia, wikimedia, etc. 2. The administration component.

(BS) goes on to advise that in his time he has only seen 3 or 4 people contribute to the administration portion:

Douglas, Dumi and himself.

(BS) mentions that the administration portion takes a lot of time and that he has not seen (CL) contribute to the administration. He makes mention of a 2 page document submitted to (CL) which simply requires a signature which has not been completed.
(BS) makes mention of the finance document. (BS) mentions that he created the first draft of this document and sent it to the entire board to review and contribute to and that the only member that contributed was (DIS)
(BS) confirms that if (BS) and (DIS) do not move admin items forward nothing will occur.
(BS) also makes mention of the poor administration and documentation as well as minutes for meetings which he believes has improved since (HJ) joined.
(BS) mentions that he has completed a large amount of administrative work, he mentions that the agreement was for 450 per hour for administrative work. He concludes that his mistake was not submitting his invoicing sooner.
(BS) mentions that he has a large amount of mails which shows the proof of the meetings, discussions held for the meetings. (BS) mentions that he believes the evidence is not the sticking point for (CL) but rather the amount which is being claimed.
(DIS) mentions that in the early years of the chapter when Dumisani was president the chapter agreed that chapter members could claim a rate for organizing an event.
(DIS) further mentions that there has always been precedent for administrative cost but that the policies are not complete.
(CL) states that admin can be time consuming, he further advises that there is no easy answer and mentions that the fact is that the board is not aligned an needs change.
(CL) goes on to discuss the 2 points, the first which is the policy document which only one person commented on. His belief is this is the reason Herschal was hired to address this.
(CL) poses the question: How do we change things to get more done? He answers that perhaps the answer is better communication, maybe the constitution requires change.
(CL) continues stating that a lot of questions are raised around more structure in the chapter and better coordination.
(IT) Mentions on chat that the Chapters Code of Conduct is Outdated.
(CL) mentions that the Chapter requires processes and board members need a discussion around processes.
(CL) further states that we need to discuss how we make the chapter better, does this mean more board members assigned to functions, does it mean more responsibilities are removed from Board Members.
(CL) mentions that he received Board training in 2019, which was not actual training but rather a open discussion with some board members.
(BS) advises that with volunteer structure the problem you encounter is that the members are volunteer and you cannot force a volunteer to attend meetings. He Mentions that a number of discussions have been held regarding this however (CL) was not attending the meetings.
(DIS) makes the observation that this type of thing kills chapters (Referring to administration)
(DIS) sites an example in Australia.
(DIS) submits that there are two problems to overcome, namely: The Philosophical problem and the Practical problem
(HJ) is tasked with scheduling 2 workshops and soon to address both issues.
(DIS) requests that the workshops be scheduled after the 4th of July 2024 as his availability is limited.
(CL) makes the comment that he cannot attend meetings he is not invited to and he cannot comment on meetings he is not invited to if he cannot read the minutes. He also states that its not fair to point fingers and that it will not reoslve our problems.

Douglas Scott Replacement (Banking and CIPC) (BS)

Nominations - Ingrid Thomson/Jeremiah Pieterson
Time requirement:

2 x  1 hour engagements monthly
Fiscal sponsorships and coordinated calls for accepting grant payments
Time to stay on top of budgeting
Board member requirement
CIPC Director and Banking Contact.

More nominations?
(CL) nominates himself.
Suggestion to move this to another meeting
(IT) is concerned about this, specifically around the liability and the implications of being on the CIPC list of directors.
(CL) asks how many keyholders there are for the bank.
(DIS) confirms that the bank currently requires 2 but we will need to confirm how many there can be.
(CL) suggests that Deon replace Douglas as he is already on the CIPC Directors list and if he does not want to accept then we need to discuss in more detail in a special meeting.
(CL) believes the nominee must be a person with experience.
(DIS) happy is (DS) agrees by believes there should be a 3rd person.
(BS) agrees and would like it to be either (JP) or (IT) as they bot have shown interest.
(IT) asks why not have more than 3?
(DIS) confirmed CIPC can have a number of Directors
(IT) advised that Directors Liability Insurance is Required.
(BS) commented that he had already been engaged by a representative of STDC around the Directors Liability insurance. He advised he would email to the board and set a deadline of Friday in the new week for feedback if none is receive he will sign the document and initiate the liability expenses.
(CL) advised that if something is emailed to him and requires his input he would need a phone call around it.
(HJ) assigned action item to engage with (CL) once mail is sent.

All Participants agree to scheduling of follow up sessions:
1st to Discuss the Philosophical Issues around Management invoicing and volunteer remuneration.
2nd to discuss the practical and policy resolutions required to resolve the remuneration issue.
Suggestion of 6th of July.

(HJ) to send out Calendly invite for the two dates to isolate best slots

Agenda Items not Discussed

Upcoming Fiscal Sponsorship requests (Aflia conference and Wiscom) (BS)

Discussion not held will be added to the Q3 Board Meeting Agenda

Recreate Discussion. (DIS)

Discussed briefly in Ops meeting not no decision reached in the Board Meeting.
(DIS) to send information to board for review (Including Quote for Videography

Board Hardware Donation (BS)

WMZA Chapter Processes (CL)

(CL) requests review of email he sent this morning.
(CL) Mentions that information needs to be accessible to the whole board, and our processes need to eliminate reliance on individuals, and create an environment for an empowered board which in turn has to create an environment for an empowered membership.

WMZA Remuneration Policy (CL)

(CL) takes issue with apparent status quo of compensation for board under the guise of other activities.
(CL) further states that it is his believe that the board needs to take an official position on this, and spell it out it in our constitution.

Meeting adjourned

Board Meeting Action Items

Action Item - (HJ) to schedule two meetings around remuneration around the 6th July 2024.
Action Item - (HJ) to contact Coenraad to request review and feedback before end of week on the Directors Liability Insurance.
Action Item - (HJ) Movement Charter Reminder to board on the 3rd July 2024 to review documentation ahead of Whats app Poll regarding chapter voting stance on 5th July 2024
Action Item - (HJ) send out Movement Charter Poll on Friday to board Whatsapp Group