It would appear that the company is facing bankruptcy and has been having problems with the authorities. Does she have the authority to dissolve it? Geoff Plourde
----- Original Message ---- From: Nathan nawrich@gmail.com To: Wikimedia Foundation Mailing List foundation-l@lists.wikimedia.org Sent: Thursday, August 28, 2008 7:58:03 AM Subject: [Foundation-l] Wikimedia UK
Alison Wheeler announced today the impending dissolution of Wiki Educational Resources Ltd (Wikimedia UK). It isn't clear from her message why she determined to fold it instead of pass on leadership to those interested. [1]
All other considerations aside, the Wikimedia community owes Alison and the other members of the WMUK board of directors a debt of thanks for their efforts over the last two years. More than anything else, its clear that creating and managing a charity as a volunteer in the United Kingdom is a difficult undertaking.
Nathan
[1] http://lists.wikimedia.org/pipermail/wikimediauk-l/2008-August/thread.html _______________________________________________ foundation-l mailing list foundation-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
On Thu, Aug 28, 2008 at 5:26 PM, Geoffrey Plourde geo.plrd@yahoo.com wrote:
It would appear that the company is facing bankruptcy and has been having problems with >the authorities.
Exactly how do you come to this conclusions? It is a huge step from "some debts" (which the directors of the company will cover, as I understand) to "facing bankruptcy".
Further, I have not heard of any "problems with the authorities", could you expand?
Does she have the authority to dissolve it?
No, that's why she won't do this alone. I suggest an ad fontes approach next time...: http://lists.wikimedia.org/pipermail/wikimediauk-l/2008-August/002081.html
"As such, I am proposing with immediate effect that Wiki Educational Resources Ltd be wound up in accordance with Article 8 of the Memorandum of Association and an EGM will be called to that end. "
EGM = Extraordinary General Meeting, fyi.
Michael
Geoff Plourde
----- Original Message ---- From: Nathan nawrich@gmail.com To: Wikimedia Foundation Mailing List foundation-l@lists.wikimedia.org Sent: Thursday, August 28, 2008 7:58:03 AM Subject: [Foundation-l] Wikimedia UK
Alison Wheeler announced today the impending dissolution of Wiki Educational Resources Ltd (Wikimedia UK). It isn't clear from her message why she determined to fold it instead of pass on leadership to those interested. [1]
All other considerations aside, the Wikimedia community owes Alison and the other members of the WMUK board of directors a debt of thanks for their efforts over the last two years. More than anything else, its clear that creating and managing a charity as a volunteer in the United Kingdom is a difficult undertaking.
Nathan
[1] http://lists.wikimedia.org/pipermail/wikimediauk-l/2008-August/thread.html _______________________________________________ foundation-l mailing list foundation-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
foundation-l mailing list foundation-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
2008/8/28 Michael Bimmler mbimmler@gmail.com:
On Thu, Aug 28, 2008 at 5:26 PM, Geoffrey Plourde geo.plrd@yahoo.com wrote:
It would appear that the company is facing bankruptcy and has been having problems with >the authorities.
Exactly how do you come to this conclusions? It is a huge step from "some debts" (which the directors of the company will cover, as I understand) to "facing bankruptcy".
The guarantor members of the company are liable for £1 each (a token amount), most the debts will just be written off. The directors aren't personally liable for them.
Further, I have not heard of any "problems with the authorities", could you expand?
There have been some administrative problems with keeping the authorities (Companies House) up to date with the status of board members, and things. I don't know the details.
Does she have the authority to dissolve it?
No, that's why she won't do this alone. I suggest an ad fontes approach next time...: http://lists.wikimedia.org/pipermail/wikimediauk-l/2008-August/002081.html
"As such, I am proposing with immediate effect that Wiki Educational Resources Ltd be wound up in accordance with Article 8 of the Memorandum of Association and an EGM will be called to that end. "
EGM = Extraordinary General Meeting, fyi.
The members will presumably have to vote on it (I haven't read Article 8 recently), but there aren't many members (it's basically just the board, from what I can tell). I don't know if they'll all be in favour, but I can't see them fighting it - David has said here he doesn't want to fight it, Arkady has said on the UK mailing list that she doesn't want to be involved any more, so I can't see her fighting it, that just leaves Alison and Paul Sinclair (the treasurer who refuses to reveal his onwiki identity), and any other members that turn up (previous board members, perhaps, I don't know of any other members). We're working under the assumption that Alison's proposal will go through.
On Thu, Aug 28, 2008 at 7:44 PM, Thomas Dalton thomas.dalton@gmail.com wrote:
The guarantor members of the company are liable for £1 each (a token amount), most the debts will just be written off. The directors aren't personally liable for them.
Of course, but see http://lists.wikimedia.org/pipermail/wikimediauk-l/2008-August/002081.html
" For myself I am willing to forego repayment of the outstanding expenses I have incurred on behalf of Wikimedia UK and Wiki Educational Resources Ltd, and hope that others will do so to in order to expedite the process."
Michael
2008/8/28 Michael Bimmler mbimmler@gmail.com:
On Thu, Aug 28, 2008 at 7:44 PM, Thomas Dalton thomas.dalton@gmail.com wrote:
The guarantor members of the company are liable for £1 each (a token amount), most the debts will just be written off. The directors aren't personally liable for them.
Of course, but see http://lists.wikimedia.org/pipermail/wikimediauk-l/2008-August/002081.html
" For myself I am willing to forego repayment of the outstanding expenses I have incurred on behalf of Wikimedia UK and Wiki Educational Resources Ltd, and hope that others will do so to in order to expedite the process."
Well yes, but she doesn't have much say in the matter. The company doesn't have the assets to pay her. It's makes things simpler administratively if she doesn't try and claim, but it doesn't make any real difference.
On Thu, August 28, 2008 18:44, Thomas Dalton wrote:
2008/8/28 Michael Bimmler mbimmler@gmail.com:
On Thu, Aug 28, 2008 at 5:26 PM, Geoffrey Plourde geo.plrd@yahoo.com wrote:
It would appear that the company is facing bankruptcy and has been having problems with >the authorities.
Exactly how do you come to this conclusions? It is a huge step from "some debts" (which the directors of the company will cover, as I understand) to "facing bankruptcy".
There is **NO** likelihood of this whatsoever, and I would sincerely hope people immediately stop spreading such false rumours. The debts are *very* minor and relate to travel and filing expenses and all the creditors are current or past Directors. It may be that some see mileage in disparaging those involved, but there really isn't.
Further, I have not heard of any "problems with the authorities", could you expand?
There have been some administrative problems with keeping the authorities (Companies House) up to date with the status of board members, and things. I don't know the details.
Again, please do not profess to state that there are problems with any authorities. There are, again, **NONE** whatsoever. Please do not spread lies.
Does she have the authority to dissolve it?
I am not dissolving the Company but I am proposing that course of action to the Board and members.
The UK Chapter was founded at The Tabard pub in Borough following a number of meetings about three years ago. Fewer than a dozen people, from memory, chose to be involved in those meetings and when it came to the meeting to elect people to actually *do* things the number shrank even further.
Subsequently people have fallen by the wayside as would be expected and whilst a few new people have got involved and we posted on various lists and sites that we'd love it for people interested and qualified (and involved with the WMF projects) to come and get involved, it really didn't happen; some people seem more keen on sniping from the sidelines demonstrating that they had no actual skills or knowledge except an ability to type a lot. Oh, and an ability to keep digging as to the on-wiki identity of someone contrary to their privacy.
It is because the number of people who are capable of being involved has today dropped to just three (and I announced some months ago that I would not be seeking re-election) and that there are, as I write this, no capable and experienced hands to pass this on to, that I have concluded *for myself* that it is in the best interests of WMUK and of the Company of which I am a Director (and would, like the other Directors over the years, continue to retain a liability for the actions of for a period after retiring/resigning) that WER is dissolved rather than 'handed over' to a bunch of people who have not demonstrated any possibility of being suitably qualified.
As it happens, there is not a complete agreement between the Directors as to this suggested process, and that discussion will proceed over the next days, possibly weeks. This, indeed, is why the proposed step was only noted on the UK mailing list and not this one. but be that as it may it is here now.
I really and truly hope that a new WMUK will rise like a phoenix from the ashes, but that will require someone with knowledge, sense and experience to come forward. As I have not seen any such candidates - of which at least two or three would be needed for me to feel comfortable keeping WMUK in existence given the risks to the current Board and former members of the Board during the last 12 months that such replacement of Board members would create and, as the responsible person, I cannot endorse taking that risk.
Alison Wheeler
Given Alison's comments, I suggest to those in the midst of typing angry responses that it is in the best interests of Wikimedia and Wikimedia UK if she be allowed to exit gracefully and have that be the end of it. You are certainly able to use the founding documents of WER to craft your own organization, and most of the major hurdles of formalization remain in any case. Bitter recriminations and accusations on this public list will serve only to discredit WER, the Wikimedia community in the UK and future iterations of Wikimedia UK.
Nathan
wikimedia-l@lists.wikimedia.org