By Andreas Kolbe
The publication on 7 February 2013 of an independent report on Wikimedia UK governance, commissioned jointly by Wikimedia Foundation and Wikimedia UK, was covered the following day by Civil Society Media’s Governance magazine (“Wikimedia UK trustees have been ‘too involved’ to effectively govern charity”), aimed at charity trustees, chief executives and company secretaries, and by Third Sector (“Review urges major overhaul of governance at Wikimedia UK”), a UK magazine specialising on the voluntary and non-profit sector.
The review, performed by management consultancy Compass Partnership, was paid for by the Wikimedia Foundation. It was commissioned in October of last year, in the wake of media controversy and community discussions around the Monmouthpedia and Gibraltarpedia outreach projects. A key part of the dispute, Governance said, was—
|“||an intellectual property dispute over QRpedia, a mobile web-based system using QR codes to deliver Wikipedia articles, that was developed by former chairman Roger Bamkin (who resigned as a trustee in 2012) and contributor Terence Eden.||”|
Bamkin had undertaken a paid consultancy for the Monmouthpedia project, which involved the use of QR codes, resulting in a conflict of interest that according to report authors Compass Partnership was not drawn to the attention of legal staff at the Wikimedia Foundation who dealt with trademark applications. Bamkin then also charged for consultancy fees in relation to Gibraltarpedia, leading to a further conflict of interest which eventually resulted in his resignation from the Wikimedia UK board in September 2012.
As stated by Jay Walsh, Senior Director of Communications, on the Wikimedia Foundation blog,
|“||The Foundation and Wikimedia UK saw the potentially damaging effect of these matters and we ordered this review and report. We both expect the highest standards of governance, and this report is an effort to chart a strong course for Wikimedia UK and also thoughtful and valuable counsel for any organization in our movement to consider.||”|
The report was generated with the cooperation of all the major stakeholders. Its aim was not to assign blame, Walsh explained, but to investigate whether policies and practices around conflicts of interest and governance were sufficient, to lay the groundwork for improved governance at Wikimedia UK, and to establish best practice for Wikimedia chapters.
Governance stated that the review followed a turbulent year for the Wikimedia UK board, which had seen—
|“||numerous resignations as a result of these conflicts and the resignation of a further chairman, Ashley Van Haeften in relation to his work as a Wikipedia editor, being banned from editing the English language Wikipedia. The latest resignation was by treasurer John Byrne on 3 February in order to pursue employment opportunities within Wikimedia. …During the period of review Wikimedia UK was banned by the Wikipedia Foundation from participating in the annual global fundraiser. In a statement yesterday the charity advised that this ban remains in place and that it expects to “revisit the topic of the Wikimedia fundraiser when the time is right”.||”|
Summarising the report’s findings, Third Sector said,
|“||An independent review of Wikimedia UK, the UK charity that supports the online encyclopaedia Wikipedia, has highlighted significant failings in the way it managed conflicts of interest concerning board members.||”|
The Compass report highlighted the length of time it had taken to resolve the QRpedia ownership issue and which, the report said, “created the risk of outsiders perceiving a potential conflict of interest”. There was also confusion about trustees’ mixed roles, being involved both in project delivery and in editing Wikipedia. The review cautioned that while trustees had “contributed much time and thought”, at times the “degree of detailed involvement in the organisation can make it challenging for a board to perform its primary roles of setting strategy and overseeing implementation”. According to Governance—
|“||Compass advised that charity governance requires a “different mindset” to that of a Wikimedia UK volunteer and advised of the importance to “stand back from some of the detail”.The report warned on this point again in relation specifically to conflicts of interest:”It proved challenging to manage potential conflicts of interest amongst a group of committed voluntary enthusiasts who were working closely together to build the organisation.”Wikimedia UK did more than might be expected for a charity of its size and age to establish policies and procedures for managing conflicts of interest. However, the organisation did not always manage to stand back from the detail of the policies and recognise the dangers of not taking greater and more decisive action,” it said.||”|
From a descriptive chronology published alongside the report, it transpired that Joscelyn Upendran, a Wikimedia UK trustee who had joined the board in spring 2012, had resigned in August 2012, well before the story became public, partly over her concerns concerning the QRpedia project. Her statements were quoted by Third Sector—
|“||Joscelyn Upendran resigned on 31 August after complaining that “personal loyalties may be getting in the way of what is really best for the charity”, according to the review.A few days before her resignation, Upendran told fellow board members of her concerns that “the charity has in effect agreed to take on responsibility (to fund, maintain… etc) for a service that is ‘co-owned’ by a trustee”.||”|
As a result of the review, the Wikimedia Foundation and Wikimedia UK announced that they would not support any further community “pedia” projects following the Monmouthpedia and Gibraltarpedia model, at least until the QRpedia ownership issue was resolved:
|“||Q: What is the status of the QRpedia project – and the other community ‘pedia’ projects?The report outlines clear recommendations for clarifying the ownership and operation of the QRpedia project. The other community projects are still active, although neither WMF nor Wikimedia UK are planning to support new projects of this nature at least until that question is resolved.Q: Will there be more community ‘pedia’ type projects and use of QR codes?There are no current plans from Wikimedia Foundation to expand the number of the community projects. The Wikimedia Foundation is not planning to review nor approve any licensed uses of the Wikipedia trademarks for the purposes of community projects at this time.||”|
Addressing the charity’s management, the report came up with a set of 50 recommendations to Wikimedia UK. According to Governance magazine, these included the appointment of six elected trustees and three co-opted trustees that should be directly appointed by the board, as well as the creation of a governance committee. The governance committee’s task would be to establish and maintain the set of skills and experience required on the board, to manage elections, and to perform regular performance reviews.
Governance acknowledged that Wikimedia UK was a young organisation that had faced many challenges since registering as a charity in November 2011:
|“||Recognising the unique and challenging situation faced by trustees at Wikimedia UK, which only registered as a charity in November 2011, Compass said trustees had to navigate the charity’s “very rapid growth”, face “strong and sometimes critical external scrutiny” and “oversee the integration of the Wikimedia philosophy with UK charity governance”.||”|
Looking forward, Wikimedia UK advised on the Wikimedia blog:
|“||With a clear list of recommendations and timeline for their implementation, Wikimedia UK is now in a position to improve and expand its policies and procedures, related not just to the management of conflict of interest but also its management structure. The chapter will be discussing the findings with the community and begin their implementation at their forthcoming trustee meeting in February.||”|
Chris Keating, the Wikimedia UK chair, announced on 9 February that an agreement on the ownership of QRpedia has now been reached, and that the intellectual property in QRpedia and the qrpedia.org and qrwp.org domains will be transferred to Wikimedia UK. A fuller statement will follow.
Image credit: Flickr/Joss U — licensed under Creative Commons Attribution 2.0 Generic; Wikimedia logo used under Fair Use doctrine