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[Wikimedia stroopwafel logo]1I’ve now been in the Wikimedia UK’s 10 person board for about 20 months. I’ve been reflecting a bit recently on that time, and the role of the board. This post is some draft work drawing together some advise documents and thinking about the role of the board, with an aim to help people (including those who might want to join the board, our members, etc.) understand what it is that we do. The board’s legal role The board’s primary role is to make sure the charity is running well and is doing what it was set up to do, making sure the charity: * sticks to its charitable mission * has the money it needs

  • spends that money responsibly on the activities it was raised for * follows the law and doesn’t break its own rules 1 In WMUK this means the board: * sets and maintains our direction, vision, mission and values, and helps develop [strategy]2 for effective charitable impact * sets and maintains the policies, practices, budgets and other processes necessary to deliver those aims * selects and supports the CEO who has oversight of operations, staff and employment procedures * maintains fiscal oversight and accountability, including risk management and ensuring that the charity operates in a prudent and solvent manner
  • ensures that the law and our [Articles of Association]3{.mw-redirect} are complied with * promotes and champions the charity * maintains its own effectiveness as a board 2 High level board activity (Adapted from [WMF guidance]4) The Board’s role is oversight, not day-to-day management. Good board members enable good management by the staff and executive. They do not manage the organization themselves or interfere in its day-to-day operations. The Board’s oversight role includes decision-making, monitoring and leadership. In its decision-making capacity, the Board should: * Define, review, and revise WMUK’s vision, mission and values when appropriate; * Determine WMUK’s long term [strategy and goals]5; * Formulate and approve high-level policies; * Select, evaluate and (if necessary) remove the Chief Executive; and * Approve financial planning and budgets produced by the Chief Executive (and, in line with our [Finance Policy,]6 selected specific expenditures). In its monitoring capacity, the Board should: * Evaluate risks to WMUK and its vision, mission and values (primarily through the [Audit and Risk Committee]7); * Monitor WMUK’s financial performance and use of assets (primarily through the [Audit and Risk Committee]7); * Evaluate the adequacy of WMUK’s internal controls and financial reporting (primarily through the [Audit and Risk Committee]7); * Oversee compliance with legal obligations and WMUK policies (primarily through the [Audit and Risk Committee]7); * Evaluate how well WMUK is fulfilling its [vision, mission and values]8; * Review [performance metrics]9 for goals and projects; * Review board performance and processes (primarily through the [Governance Committee]10); and * Advise the Executive Director and senior staff, drawing on relevant Board member expertise. In its leadership capacity, the Board should: * Articulate WMUK’s [vision, mission and values]8 to the public; * Communicate WMUK’s direction and activities to the community in partnership with the staff (e.g. via the [Annual Review]11); * Support and advise the Chief Executive and senior staff without micromanaging; * Maintain the legal and ethical integrity of the organization; * Recruit and orient new board members; and * Cultivate Board diversity. What board members do What this translates to is a set of activities that include (but go beyond) the quarterly [full board meetings and their preparation]12.  Many of the board (currently half I think) serve on the two board committees, [ARC]7 and [GovCom]10, which fulfil crucial roles to the smooth running of the charity.  We are now in a position where, thanks to the huge investment of time from trustees since the charity’s inception, our focus is less on integration of operational and governance/audit systems, and more on monitoring and strategic development work. A lot of the work of these committees is technical and specialised, involving compliance with charity law and best practice. They meet 3-4 times a year for a few hours, with additional preparation beforehand and often work afterwards. I’ve also spent a lot of time on the board working on strategy – thinking about how we express our mission, the goals we aim to, and how we assess our progress on those goals (in our [strategy consultation]13). Most recently this has involved working on how we can set up systems to best support and make use of volunteer expertise and partnerships/projects (in our [volunteer consultation]14). So, as a board we spend time developing documents and thinking about how the organisation works with all our stakeholders. Our main target in this is to “create the conditions for…” rather than to actually set up projects or direct activities (although of course our expertise can be drawn on, for example to foster partnerships). So, for example, this means rather than the board creating partnerships, or running events, we need to ensure that volunteers (of various kinds) and external organisations have clear lines to get involved, that are well communicated, and that we can can effectively select, evaluate, and join up our relationships for maximum impact. That way, we build impact that isn’t just built on top of individual efforts, but draws all the pieces together to build sustainable structures. General advice documents 1. [ –]15 the charity commission guidance is excellent 2. [The Wikimedia Foundation Board Handbook]4 has a very good section on the role of the board
  1. 12 Essential Roles of a Board (I like this document a lot)
    4. NCVO guidance 5.

Guardian piece on the role of the board


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