April 2014 Board Meeting

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Wikimedia ZA board meeting

5th April 2014

Those present:

  • Dumisani Ndubane
  • Douglas Scott
  • David Richfield
  • Isla Haddow-Flood
  • Theresa Hume

Agenda

  1. Board Resolutions needed to sort out financial situation
  2. Maarten in Germany
  3. Wikimania Bid
  4. WikiIndaba
  5. Joburgpedia
  6. General Admin Budget
  7. Expenses – OSF and Bridging Finance
  8. Douglas update on legal status
  9. Other Grants
  10. WikiLovesMonuments 2014
  11. Chapters Conference – plan / strategy / chapter association vote

Board resolutions

Updating bank account setup

A board resolution is needed to:

  • approve new bank account administrators: Theresa will load transactions; Douglas and Dumi will approve transactions to be released.
  • There were some concerns regarding issuing a credit card:

We can get debit cards that can be used as credit cards (Master/Visa). In South Africa it is preferred to have a cheque card instead of a debit card. An actual credit card is only beneficial for international transactions. Whoever has the cheque card has access to full funds, so if we do this, we should open a second account for such uses.

  • We need to change the online banking system to a business banking system, which allows two layers of account access: one loads the transaction and another approves. Will cost the same per month as the current system. Need to add this to the resolution.


Reestablishing connection... Isla - affiliated bank account linked to card. If card is to be used, money will be transferred to this account. Will it make things easier? Will facilitate payments online. We will have the existing account with the debit card which unfortunately has limits. No transactions beyond R 13 000 per day and R 50 000 per month as the safeguards currently in place. Transactions within the limit only. Any additional expenses will incur additional costs which are rather expensive. Cheque account linked to debit card account. To be used as a credit card. Costs are much lower.

Business account will allow Theresa to process payments but final release of payments will be done by Director.

Theresa can use this secondary card for the petty cash float within set limits.

Keep the [which card] as a petty cash card which can be replenished according to our policy. Sign-off will need 2 people to ensure that checks and balances are in place. Current system is R 2 000 per month for petty cash. Financial recon is done monthly and put onto dropbox. Once the balance reaches R500 this is replenished from the main operating account via an internet payment.

Theresa will update the resolution according to this discussion.

Resolution of Wikimedia South Africa, Reg Nr 2012/038827/08, incorporated as a Section 21 non-profit-making organisation founded on 25 February 2012.

We, the undersigned, being Directors of the Company at this date, pass the following resolution:

Chapter Bank Account

Institution Standard Bank of South Africa
Name of Account Wikimedia ZA NPC
Account Number 02 011 9895
Type of Account Current Account
Branch Greenstone, 016342

Type of Account Current Account

  • the internet banking on our Standard Bank account will be changed to business online system to facilitate the processing and approval of payments.
  • Douglas Ian Scott [ID number] will be authorised to make payments on behalf of WMZA in his capacity as Director and
  • Theresa Hume [ID number] will be authorised to load payments on behalf of WMZA in her capacity as Administrator
  • It is further resolved that approval requirements for payments from this account will depend on the size of the transaction:
  • Under 1,000 ZAR: BOARD MEMBER or Administrator
  • Under 10,000 ZAR: Administrator loading the amount, and 1 board member approving / releasing the payment
  • 10,000 ZAR or more: Administrator loading the amount and 2 board members approving / releasing the payment. If the expenditure is not previously budgeted (e.g. as a line item in a grant), board resolutions must be obtained prior to spending.

Cheque Card

It is herewith resolved that Wikimedia South Africa will apply for a cheque card which will be linked to the account mentioned above.

Secondary Account

A secondary account will be set up to handle payments to the Chapter not originating from the Wikimedia Foundation. This account will be administered by Dumi, Douglas and Theresa. Approval for payments from here will be made in line with the line of approval as per the Board of Director's Code as detailed below.

Payment requests have to be approved by: Under 1,000 ZAR: BOARD MEMBER. Administrative support by (deputy) TREASURER1 Under 10,000 ZAR: REQUESTER + other BOARD MEMBER + (deputy) TREASURER 10,000 ZAR or more: BOARD approval


PayPal

Open seperate account for chapter. The WMF requires donated funds to be kept in a seperate account, not mixed with donations, membership fees etc. We have not adhered to this request in the past.

the proposal is that the current Standard Bank account would be used for grant and donor funds only, and the proposed new account [an FNB account, which would allow payments via paypal] would be used for international payments [and what else?]

Donations from members are restricted to South Africa through current Standard Bank account. The ideal solution is Paypal which can facilitate international payments. All funds on FNB account will use pre-existing approval tree.

Payment requests have to be approved by: Under 1,000 ZAR: BOARD MEMBER. Administrative support by (deputy) TREASURER1 Under 10,000 ZAR: REQUESTER + other BOARD MEMBER + (deputy) TREASURER 10,000 ZAR or more: BOARD approval

Signatories same as Standard Bank Account - Douglas and Dumi with Theresa as Administrator.


Resolution of Wikimedia South Africa, Reg Nr 2012/038827/08, incorporated as a Section 21 non-profit-making organisation founded on 25 February 2012.

We, the undersigned, being Directors of the Company at this date, pass the following resolution(s) :

Opening of Bank Account

It is herewith resolved that a bank account in the name of Wikimedia South Africa will be opened at First National Bank South Africa to be used for membership fees, sponsorship fees and donations to the chapter.

Douglas and Dumi to be signatories on this account. Theresa to make payments after final approval has been sourced as per approval tree under Code of Directors.

Simple account with FNB to process Paypal payments only. Monthly banking fees might not make this worth having this account. Will the Paypal account justify these banking details. Other things like Micro-grants from other Chapters would benefit from a Paypal account. . Would be too expensive to have three different accounts at approximately R 300 per month without including costs for transactions. Suggestion is that we put Resolution 2 aside until a higher need arises by members to make payments through Paypal.

Will revisit the Paypal account in 6 months.

Douglas - Resolution 1 approved, Resolution 2 approved Dumi - Resolution 1 approved, Resolution 2 approved in principle but not at moment David - Resolution 1 approvied, Resolution 2 declined Isla - Resolution 1 approved, Resolution 2 declined


WikiIndaba - Came up during meeting with Asaf and Alex. Pre-bookings must be made urgently as soon as grant is approved.

We need to make a final decision on the venue. WikiIndaba is change to display WMZA as well organised and able to facilitate such a large event. Wikipedians wants something substantial to deal with as well eg culture, points of interest. Premier Hotel doesn't stand out as an African unique experience.


We are limited by the budget we have at the moment. Expenditure above the line items cannot be over 10 %. Cost comparison was done between different venues including Newton venue. The Premier Hotel although cheapest, was still 9 % over budget. In principle interested in Newton but it is above our budget. Are these cheaper options? Budget allows for a visit so perhaps we can use this as an option for an outing.

Chapter Association

Seems to have died down. There has been no recent communication from them.

Chapters Conference

Chat to chapters who want to give us money. We need to re-establish ties with them. Nicole and their chapter president. David to chat to them at conference. How to access micro-grants and how to supplement some of the grants here in SA. Include Abel Richter in these discussions. Funding for Joburgpedia 2013 as per discussions with Dumi.

Theresa and Douglas to prepare presentation to discuss how WMZA has done since the last time. David to send information on the last presentation. Summary of finances have accessed / used, current projects, future projects. WikiIndaba must be highlighted. Douglas to give presentation on OSF funding grant - source of outsider funding. We've moved beyond a past drama

Meeting with Auditors -

  • Appointment of Moore and Stephens, Century City, Cape Town as auditors has been done.
  • We are registered with SARS.
  • The next step is a financial audit for WMZA. This has to go back to the first ABSA account. Theresa to collect bank statements from ABSA on Tuesday. Standard

Bank Statements and this will be delivered to auditors on Tuesday.

  • After the audit, our tax liability will be determined.
  • We are only registered as NPO with Registrar of Companies. We still need these registrations with SARS and Department of Social Development.
  • We will get quotations from auditors on what the costs will be
  • There should be no costs involved as we have no profit to show
  • SARS seen the income into the account so might ask us for tax on this. We will prove that money was used for projects and that no profit was made. We could then get tax exemption but it is not guaranteed.
  • Douglas and Maarten to print, sign and send the resolution which appoints Douglas as representative and Theresa as company secretary. - Theresa to check if a resolution is required or if it will be done by letter of appointment.
  • Auditors to register us for PAYE and VAT
  • Final step is Public Benefit organisation which will allow people to get a rebate on money that they donate to the chapter - Section 18A
  • Auditors will give quotation for fees and timelines

Theresa Contract

  • The last contract drawn up will be signed and passed on.
  • PAYE and UIF is deducted from her salary

General Administration Budget with WMF To cover general expenses of chapter. We need to make an annual plan for 2015 so that we can apply for grant. Will be discussed in Germany. Will give us more freedom on how we operate.


Reporting Requirements

Dealt with Joburgpedia requirements. WLM 2013 has also been accepted.

Wiki Loves Monuments 2014

Theresa to start grant application

Meeting adjourned 13:53.

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