Wikimediauk-l December 2005

wikimediauk-l@lists.wikimedia.org

21 participants
29 discussions

Fwd: Re: Memorandum of association
by James D. Forrester 07 Jan '06

07 Jan '06

-----BEGIN PGP SIGNED MESSAGE----- Hash: SHA1 Here, as promised, is Diane Cabell's comments and advice about our draft MoA and AoA. Diane Cabell wrote about the MoA: > James, > > Here are some initial thoughts on the memorandum. > > 1. Unlike commercial corporations, charities do not have to include the > term "Limited" in their name, but it does require a special approval > process which might take longer. I would suggest you insert the full name > as "Wiki Educational Resources Ltd." if time is of the essence. > > 2. The objects you describe in Sec. 3 are not "exclusively charitable" > and could be rejected. In other words, a commercial enterprise might > adopt these same objects. You need to include some language that shows > how you operate on a charitable basis. See > > http://www.charity-commission.gov.uk/registration/exobjintro.asp > > Also, "campaign" is a loaded term and could be interpreted to include > impermissible political activities. Generally, charities can't > support political candidates although they are often permitted to engage > in legislative work, so one needs to be cautious about this. > > Here are the objects that I would suggest for Sec. 3: > > "to advance the education of the general public worldwide by > (a) publishing a free, publicly-accessible encyclopedia and other > information resources via the internet and in other media; > (b) publishing other informational and educational materials at no cost > or at no profit; and > (c) encouraging the adoption of practices and policies that reduce the > cost of education by utilizing volunteer public participation in > the creation, dissemination and expansion of informational material." > > I can't assure you that this language will be approved either, but it is > less likely to raise red flags. One is allowed great leeway in > conducting activities that promote one's objects, so it isn't necessary > to get too detailed here. > > 3. Sec. 4(a)(x) should be amended to read as below. The last clause > should qualify A, B and C; your version uses it only to qualify C. > > "(x) to: > (A) deposit or invest funds; > (B) employ a professional fund-manager; and > (C) arrange for the investments or other property of the Charity to be > held in the name of a nominee; > > in the same manner and subject to the same conditions as the trustees of > a trust are permitted to do by the Trustee Act 2000." > > 4. One doesn't cite to a "Sub-sub-clause;" one merely cites to a > "sub-clause". > > 5. If you are going to add references to overseas organizations in some > clauses [as you do in Sec. 4(a)(vi)], you should add it to all similar > references throughout the document; otherwise, the law would presume you > intended to restrict those other clauses to UK domestic activity. See > Sec. 8 for example, which determines where the assets may be distributed > if the company is dissolved. > > I'll send another email about the Articles. If you have any questions at > all, don't hesitate to ask. ... and this about the AoA: > 1. Sec. 9(b) -- needs editing as it repeats itself on the succeeding > page. > > This should be a simple either/or choice between two options: either > X% of the membership or Y members, whichever is greater (or lesser, as > you prefer). > > 75% is a very high quorum. The members must meet annually and are > required to take certain mandatory actions. If the membership is > large, failure to meet the 75% minimum attendance could keep you from > holding the meeting even after 74% of the members have made the effort > to show up. This can actually become a tool to disrupt the company. > Generally a simple majority or less is sufficient for a quorum. If > the membership is very small, say fewer than 10, then 75% may be > totally appropriate, but in this day and age it may be hard to get > even that small a number together for a meeting. > > I'd suggest the following: > "A quorum is: > . a majority of the members entitled to vote upon the business to > be conducted at the meeting; or > . one tenth of the total membership at the time > whichever is the greater." > > You may, as a separate matter, require the vote of a supermajority to > pass any resolution at the meeting. A simple majority vote is > required for votes at meetings of the directors [See Sec. 33(e)]. You > may wish to add a mirror of 33(e) to Sec. 16. You can adjust Sec. > 16's voting requirement to 75% but bear in mind that a supermajority > requirement can often result in a frozen corporation unable to muster > enough votes to take action. While you may want broad support for > some types of votes, you certainly don't want to be held up on more > mundane activities. > > 2. Sec. 9(d) and (e) > > It is generally risky to condition the corporation's activities on the > presence of any single individual. A dissatisfied (or ailing) > Treasurer could simply fail to appear and hold up all the proceedings, > even those that don't affect the budget (such as election of officers, > appointment of additional directors, amendment of bylaws, etc.). The > directors have all the rights and obligations of a treasurer. They > may delegate these to an officer, if they choose. Generally, it is > accomplished by enacting a set of bye laws for the corporation that > specifies the titles of the officers and their duties and empowers > each as appropriate. The members of the corporation, on the other > hand, are not generally responsible for the day-to-day operations of > the company and you don't want to hold up those activities until the > membership (often a very large class of individuals) holds its > meeting. > > Instead of requiring the physical presence of a Treasurer, or allowing > one individual to hold up the proceedings of the corporation, it might > be more appropriate to enact a bye law that sets objective standards > for voting on budgetary items. For example, requiring that any vote > having a direct effect on expenditures should, _where possible_, be > reviewed and reported on by the Treasurer in advance. See Sec. 38(b) > as an example of objective language. The law requires the Directors to > take certain actions by certain dates (including filing annual reports > with Companies House and the Charity Commission and, of course, filing > tax returns), so it would be risky to make that review mandatory. > Otherwise the company might be in violation of the law because a > disgruntled Treasurer doesn't want to cooperate. Sec. 34(a) and (d) > present the same problem. > > Note: If you intend to open a UK bank account, the directors will need > to delegate the authority to do so to some specific individual. The > bank may require that the resolution contain particular language and > name the specific individual. Check with your bank first. > > 3. 10(a) > The final clause should not be merged into sub-section (ii). It > should qualify both (i) and (ii), so insert a line space after the > word "present;": > > 4. 11(a) doesn't make sense to me. > > The Charity Commission template uses the simple statement "General > meetings shall be chaired by the person who has been appointed to > chair meetings of the Directors." > > Note: Directors are not necessarily members of the company unless you > require this elsewhere in the document. The UK concept of a charity > is that the directors are the trustees who act to direct a operations > that, in turn, benefit the membership. An example is a bunch of fat > cats who decide that the world needs another soup kitchen for the > deserving poor. The fat cats are generally the directors/trustees and > the deserving poor are generally the members. The rights of the > members of a charity are more limited than those of a commercial > share-holder organization.The reason is that the directors are > responsible for funding the operation and may decide, if they see fit, > to change the beneficiaries of their operations (perhaps turn it into > a library if they decide that the deserving poor are getting too fat). > Even for shareholder organizations, the members generally have very > few powers over daily operations. > > 5. Sec. 15 permits membership votes without a face-to-face meeting as > does Sec. 37 for meetings of directors. Very handy. You may wish to > add (either in this section or in a new clause at the end of the > document) that electronic and facsimile signatures shall be considered > as valid signatures wherever signatures are required by the Articles. > This would allow you to get faxed copies when you want to take a vote > without holding a general meeting. The downside is that the > signatures are easier to forge, so it may be a tough choice. Where > the membership and directors are few and well-known to each other, > electronic sigs are pretty safe. > > 6. Sec. 34(a) and (d) - see earlier comments about the Treasurer. > > 7. The Articles require signatures. See page 24 of the template at > http://www.charity-commission.gov.uk/ > Library/publications/pdfs/gd1text.pdf. > > As always, I'm happy to answer any questions or clarify obtuse > comments. Let me know if you'd like to chat about it. Obviously, there are some changes suggested here that we may not agree with (the change in spirit of them, etc., perhaps), but I thought that, rather that try to work out all of them on my own, I'd put them here so that we can all try to deal with the necessary changes together. Yours sincerely, - -- James D. Forrester Wikimedia : [[W:en:User:Jdforrester|James F.]] E-Mail : james(a)jdforrester.org IM (MSN) : jamesdforrester(a)hotmail.com -----BEGIN PGP SIGNATURE----- Version: GnuPG v1.4.1 (MingW32) Comment: Using GnuPG with Thunderbird - http://enigmail.mozdev.org iD8DBQFDqGlOkn3kUxZyJx0RArd5AJ9CpRWtRoKFK0EY73I0Mfqvhfyl+QCeJAa0 l+88KQzhwj28BjZLWief+xo= =WQ6A -----END PGP SIGNATURE-----

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Re: [Wikimediauk-l] Next meeting?
by Cormac Lawler 06 Jan '06

06 Jan '06

On 12/27/05, Gordon Joly <gordon.joly(a)pobox.com> wrote: > > > There has been suggestion that next business meeting should coincide > with Birmingham "Wikipedia meet up" on Saturday, 21st January 2006. > I might not be able to make this meeting now - but I'll try. If I don't get there, hope it all goes well.. Cormac

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Re: [Wikimediauk-l] Next meeting?
by Andrew Walker 28 Dec '05

28 Dec '05

As it looks like many of us are planning to be in Birmingham (see http://en.wikipedia.org/wiki/Wikipedia:Meetup/Birmingham) it would be a good use of time to hold a business meeting then too. However, it may be worth holding the meeting an hour or so earlier than the not-yet-advertised start time of the meetup so that we can rapidly make decisions on the items that need to be agreed before we incorporate. As far as I can see all that remains is: (1) to agree changes to agree changes to the articles and memorandum of association (I think we are still awaiting Diane Cabell's report on the articles); (2) finalise a name (or has this been done); (3) choose an initial board (who can deal with registering a a charity, setting up gift aid, signing a copyright deal with the foundation, writing the bylaws for different membership categories, opening a bank account and setting up the first AGM); and (4) agree a time and place when enough of us can meet with a solicitor to sign the articles. Andrew(w) On 12/27/05, Gordon Joly <gordon.joly(a)pobox.com> wrote: > > > There has been suggestion that next business meeting should coincide > with Birmingham "Wikipedia meet up" on Saturday, 21st January 2006. > > We probably need to meet up once more, either on IRC or in personal > to agree all the documents, names, etc for incorporation. > > Any thoughts? > > -- > Gordo (aka LoopZilla) > gordon.joly(a)pobox.com > http://pobox.com/~gordo/ > http://www.loopzilla.org/ > _______________________________________________ > Wikimediauk-l mailing list > Wikimediauk-l(a)Wikimedia.org > http://mail.wikipedia.org/mailman/listinfo/wikimediauk-l >

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Next meeting?
by Gordon Joly 27 Dec '05

27 Dec '05

There has been suggestion that next business meeting should coincide with Birmingham "Wikipedia meet up" on Saturday, 21st January 2006. We probably need to meet up once more, either on IRC or in personal to agree all the documents, names, etc for incorporation. Any thoughts? -- Gordo (aka LoopZilla) gordon.joly(a)pobox.com http://pobox.com/~gordo/ http://www.loopzilla.org/

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Gift Aid and how to get it...
by Greg Robson 26 Dec '05

26 Dec '05

Hi everyone, Just thought I'd add my little bit to the hard work that is going into starting up the UK Chapter :) I'd like to say now that I'd bee keen to help with this side of the operation, as I'm currently working for a charity, and will be setting up the Gift Aid system in the new year for them. Outline ^^^^^^^ This post details about claiming Gift Aid for UK citizens: what it is, how to claim it etc. I'd like to say now that **I would be keen to help with this side of the operation**, as I'm currently working for a charity, and will be setting up the Gift Aid system in the new year for them. Anyway... here's an executive outline of what the Inland Revenue have to say... For those who may not be aware, the government tops up donations so long as you are earning more than the gifted amount in Income Tax and/or Capital Gains Tax in the given tax year. This currently works out at 28p for every pound. The end result is that if that a member of the public donates £50.00, the nice tax people give us another £14 :) The outcome (est.) ^^^^^^^^^^^^^^^^^^ The 2005 Q3 fundraiser, got $200,000 of which around 10% [estimate] was in UK Pounds. This equates to £11,400. If we could claim gift aid on 75% of donations, we would have an extra £2,400. Multiplied over four quarters, it could mean an extra £10,000 a year. And with growing donations, would come growing Gift Aid... :) What we need to do ^^^^^^^^^^^^^^^^^^ 1) Registering... Most of this post comes from the Inland Revenue (or Her Majesty's Revenue and Customs as they are now known). http://www.hmrc.gov.uk/charities/ http://www.hmrc.gov.uk/charities/claim_tax_back.htm Once we have sent off the form and registered, we need to appoint an official to make the claims. Ideally Treasurer, but if they are too busy, then someone else who doesn't mind the paperwork. 2) Knowing who is eligible When we are up and running, we will probably want to intercept people before they pay via their Paypal link in order to ask them if we can claim Gift Aid on their donation. The Inland Revenue has a sample form. http://tinyurl.com/7kgg2 It is quite simple, and is merely a record of name/address and the amount. 3) Claiming Involves a couple of forms; a top sheet: http://www.hmrc.gov.uk/charities/r68_2000.pdf ...and a sheet detailing each individual payment (hopefully several copies of this per application!)... http://www.hmrc.gov.uk/charities/r68_f.pdf Then they send us more money :D (read on for how) FAQ: ^^^^ http://www.hmrc.gov.uk/charities/faq_tax_back.htm In short, they like it if you claim for £100 at a time, and they send you a cheque within 10 days :D [Imagine that: a cheque *from* the Inland Revenue] This is all summarised from the Inland Revenue website, for extra detail visit the Charity part of their website. http://www.hmrc.gov.uk/charities/ ---END---

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Re: [Wikimediauk-l] Possible uses for Wikimedia UK (was Libel law)
by Angela 22 Dec '05

22 Dec '05

On 12/22/05, Gordon Joly <gordon.joly(a)pobox.com> wrote: > Does you mean Stefan Magdalinski? Yes, and also Anno Mitchell. I've emailed Stefan to see if he's the best person to contact about this. Angela.

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Possible uses for Wikimedia UK (was Libel law)
by David Gerard 21 Dec '05

21 Dec '05

>To be locally based lackeys for WMF. We don't give them money, we give >them useful assistance of a form yet to be specifically determined. >Also, the chapter will have headed paper and a familiar name, which >has the potential for interesting applications in the door-opening >line. I was speaking to a politician a few days ago about what I do with myself. Let me say that one startlingly important thing we can do is to double-check and make sure *every* politician above the dog-catcher level in the UK has a decent-quality article. (This one does.) [cc to wikimediauk-l] - d.

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"Fair Use does not apply to DSM material or any other APA/APPI content." um, wtf?
by David Gerard 20 Dec '05

20 Dec '05

Below is from [[:en:WP:ANI]]. What on earth? How does "fair use" magically not apply? - d. DSM-IV-TR Copyright question http://en.wikipedia.org/wiki/Talk:Narcissistic_personality_disorder There is a question being raised concerning whether the reproduction of DSM-IV-TR criteria on several articles without permission from the APA constitutes breach of copyright and whether the administration of Wikipedia could or should seek the relevant permissions or the removal of such text? Personally I should like to request the permissions be sought --82.195.137.125 19:04, 17 December 2005 (UTC) I have responded to this at the relevant talk page, and suggested that relevant quotations are within the bounds of fair use. Other eyes may be welcome on that issue. Dragons flight 21:20, 17 December 2005 (UTC) [Response re: DSM-IV-TR criteria (all identifiers removed, original forwarded to permissions(a)wikipedia.org): We are inclined to deny Wikipedia permission to use our content as we do not allow anyone to alter our material and we do not want our material posted online. I can assure you that we have complete rights to our material and Fair Use does not apply to DSM material or any other APA/APPI content. I find this a LITTLE bit scary in it's wider implications --82.195.137.125 05:15, 20 December 2005 (UTC)] Also completely wrong. Of course it fucking applies. Perhaps they could work with the National Gallery on this one - David Gerard 12:26, 20 December 2005 (UTC) [Better idea David could you see your way to making your case to them (I have already made mine)? Here is contact page http://appi.org/permissions.cfx and post any results here? (repeating on your talk page). "Inclined" is, to my mind, a word that is still open to negotiation --82.195.137.125 13:22, 20 December 2005 (UTC)]

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Do we have a legal opinion on the MoA and AoA now?
by Jon 20 Dec '05

20 Dec '05

Now it's Monday, has James heard back from this Diane (who I took to be a charity lawyer but he didn't say)? Jon --------------------------------- Yahoo! Cars NEW - sell your car and browse thousands of new and used cars online search now ---------------------------------

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Whois wikimania.co.uk?
by Gordon Joly 17 Dec '05

17 Dec '05

Ouch! Domain name: wikimania.co.uk Registrant: Infochannel Group Ltd. & Co. KG Registrant type: Not supplied Registrant's address: Agnesstr.1 Hamburg 22301 DE Registrant's agent: TJNF ApS [Tag = TJNF-DK] Relevant dates: Registered on: 21-Nov-2005 Renewal date: 21-Nov-2007 Registration status: Registration request being processed. Name servers: ns1.b-one.nu ns2.b-one.nu ns3.b-one.nu WHOIS lookup made at 16:06:32 17-Dec-2005 -- "Think Feynman"///////// http://pobox.com/~gordo/ gordon.joly(a)pobox.com///

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Wikimediauk-l December 2005