To sort out some of the issues:
*Let's stop overworrying about the name. We ended up with "Wiki Educational Resources" by hook or crook at the meeting (and I admit I can't recall why "Wiki UK" didn't enjoy more discussion - sorry Arkady). However, I suggest, so that we don't debate this ad infinitum that we accept that, absent anyone very quickly coming up with a name other than "Wiki Educational Resources" that is unbelievably fantastic, we stick with that. It's not that I can't live with something else, I can, including Wiki UK, it's just that we need a swift conclusion on this. Note that names can be changed by 75% support in general meeting.
*The reason for having a different working or operating name than "Wikimedia UK" is because the Wikimedia Foundation would, if problems arose, want to be sure it could stop us using that name. Whilst we could enter into a contract with the Wikimedia Foundation to change our name so that it did not use the term "Wikimedia" if instructed to do so by the Foundation, we could not be sure of fulfilling our side of the contract as we cannot guarantee getting 75% support for it. That's why being officially called "Wikimedia UK" is not a good idea. (In the business world, sometimes there are such contracts, but those entering into them control the company.)
*There isn't generally a problem having UK as a suffix for either a company or as a working or operational name. The term "UK" is however listed as one of those you need permission to use as a company or operational name. In short - we need permission to use "UK", but we would get that permission.
*On a technical point, "Wikimedia UK" wouldn't be a trading name as we wouldn't be trading. It would be a "working name" (as in Gordon's example with the Third Age Trust) or we'd style it as an operating name. Banks are used to such things, so I can't see a real problem there.
*There's a good point (sorry, I can't see who it was who made it, but thanks to whoever it was) about having something in the Articles of Association allowing for meetings of directors by teleconference or IRC. Whilst it would always be best for a face-to-face meeting and I wouldn't want teleconferencing or IRC to become the norm, it's best to provide for it.
*Where's James gone? We need to put the final tweaks to the MoA and AoA and get them to a charity lawyer for perusal. Then we can incorporate:) (as long as we're still not busy arguing over the name;) )
Jon
---------------------------------
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Dear All,
May I ask what is the proposed timeline?
In other words, when will the following happen? Could we set some
deadlines? Have we got past 0) or 1) yet?
0) Agreed name for company (we aim to trade as "Wikimedia UK")
1) Agreed Articles and Memorandum
2) An independent professional review, paid for by the available funds)
3) Agreement to register as an "educational charity" (could depend on 3 above).
4) Names of "First Subscribers" (that is Trustees and Secretary)
5) Incorporation as a company "limited by guarantee".
6) Application to Charities Commission
7) First AGM (Annual General Meeting)
It was suggested that we should aim for the first AGM by April 2006.
Regards,
--
Gordo (aka LoopZilla)
gordon.joly(a)pobox.com
http://pobox.com/~gordo/http://www.loopzilla.org/
Hi all,
I think we should be thinking of this as a three stage process, the
first is getting ready to set up the company (Gordo's 0 to 4), the
second is getting signatures on the AoA and MoA and sending the list
of first directors to companies house (incoporation) and the third is
all the things the new directors need to do in the first month or so
in the run up to the first AGM. We should look at setting a date for
second stage that will act as a deadline for the first tasks, I doubt
December is achievable but mid to late January may be.
As I understand it, it is the directors notified to companies house
will be the first trustees, not the signatories of the articles. The
signatories are the first members and they select the directors
(trustees). What I suggest is that we set up a meeting in January, but
that we script most of the things that need to happen. These are: (1)
People sign the articles and select a some directors. (2) The
directors fill in the forms to incorporate the company. (3) The
directors have the first board meeting and delegate responsibilities
to individuals to (a) register as a charity, (b) open a bank account
and set up some ways of receiving money (e.g. paypal?), (c)
communicate with the foundation to sort out a licence for the logo and
reimbursement for the cost of incorporation. They also need to decide
on membership policies (I would suggest they just move not to accept
new members until the charity is registered so that they can get gift
aid on subscriptions). If some rules about members rights and
responsibilities can be previously arranges then the next step (still
at the same physical meeting but after the board meeting), would be to
get the people who signed the articles to agree to varying the
membership rules (so that, for instance they will need to pay a small
annual subscription set by the AGM or board), IIRC this needs most
members to agree so it may be worth doing early when all the
signatories are in one place.
Once the bank account, charity status and website is up and running
the directors should call the first AGM (maybe charity status takes
too long), at this AGM all directors need to stand down (but can be
reelected by the members, who at this time may be just the signatories
- but may not).
Any views?
Regards,
Andrew(w)
On 12/7/05, Gordon Joly <gordon.joly(a)pobox.com> wrote:
>
>
> Dear All,
>
> May I ask what is the proposed timeline?
>
> In other words, when will the following happen? Could we set some
> deadlines? Have we got past 0) or 1) yet?
>
> 0) Agreed name for company (we aim to trade as "Wikimedia UK")
>
> 1) Agreed Articles and Memorandum
>
> 2) An independent professional review, paid for by the available funds)
>
> 3) Agreement to register as an "educational charity" (could depend on 3 above).
>
> 4) Names of "First Subscribers" (that is Trustees and Secretary)
>
> 5) Incorporation as a company "limited by guarantee".
>
> 6) Application to Charities Commission
>
> 7) First AGM (Annual General Meeting)
>
> It was suggested that we should aim for the first AGM by April 2006.
>
> Regards,
>
> --
> 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
>
On 12/8/05, Gordon Joly <gordon.joly(a)pobox.com> wrote:
>
> 1. The company's name shall be Wikipersonages (and in this document
> it is called the Company ).
>
Consider the following future question: "And who do I make out the
cheque to?" "Eh, Wikipersonages"..
Arrggh! Euch! Please, no!!
It's terrible. Let's go for Wiki Educational Resources, Open Content
Wikis, WMUK, Wikimedia UK chapter, Wikianythingbutwikipersonages (no,
not that, but you know what I mean)..
Cormac
I've been grabbed to be a last-second plug-in media whore for
Wikipedia this afternoon - BBC Radio 4 PM, around 5:40pm or so. (I'll
be taking one late lunch!)
It'll be on the subject of recent changes to Wikipedia and the current
storm in a teacup. I just chatted to someone there setting up the
technical details and mentioned the planned UK organization, so that
might get mentioned too.
If you miss it, you can get RealAudio or WMA from
http://www.bbc.co.uk/radio/aod/mainframe.shtml?http://www.bbc.co.uk/radio/a…
- d.
To respond to Gordon's points below.
0) I thought we agreed on the name "Wiki Educational Resources" at the meeting. It seems the concerns over "educational" are unfounded (and if I'm wrong on that, a professional review will highlight it).
1) I've posted suggested tweaks on the relevant talk pages at Wikimedia UK. Please review these and make any additional comments you think are appropriate. Shall we say by Sunday 11 December, whatever is there will become the first Memo and Arts, subject only to professional legal review.
2) We can do this as soon as we've agreed the first two things. That's why I suggest setting a deadline of this Sunday. James can then arrange for review by a charity lawyer.
3) We should aim to register under the educational purposes head of charity. If there are any problems, they will be highlighted by the professional review.
4) Once the review is complete, we can agree a date to sign everything in front of a solicitor. Those volunteering to be potential directors (and members) who are available on that particular day will be the first members. We should aim to have at least four (probably). As soon as the company is incorporated the directors can permit more members to join and more directors to be appointed. As long as we're sensible about this and there are no attempts at underhand oneupmanship, we should be ok with that approach.
5) Of course.
6) After incorporation we will need to put together some sort of business plan for the Charity Commission, won't we? The first directors plus those they immediately co-opt, plus certain new members and/or volunteers should seek to put this together reasonably quickly. It will need face to face meetings as well as a time commitment from those involved. The upcoming fund-drive should help us come up with some estimate of likely funding. Perhaps aim to write to them by end of January?
7) I don't see this as a big deal. Maybe wait until we have had our registration accepted.
Kind regards
Jon
Gordon Joly wrote:
>Dear All,
>May I ask what is the proposed timeline?
>In other words, when will the following happen? Could we set some
deadlines? Have we got past 0) or 1) yet?
>0) Agreed name for company (we aim to trade as "Wikimedia UK")
>1) Agreed Articles and Memorandum
>2) An independent professional review, paid for by the available funds)
>3) Agreement to register as an "educational charity" (could depend on 3 above).
>4) Names of "First Subscribers" (that is Trustees and Secretary)
>5) Incorporation as a company "limited by guarantee".
>6) Application to Charities Commission
>7) First AGM (Annual General Meeting)
It was suggested that we should aim for the first AGM by April 2006.
Regards,
--
Gordo (aka LoopZilla)
---------------------------------
To help you stay safe and secure online, we've developed the all new Yahoo! Security Centre.
I'll try resending this.
It's not too different from what Andrew's written
Jon <thagudearbh(a)yahoo.co.uk> wrote:
Date: Wed, 7 Dec 2005 18:52:13 +0000 (GMT)
From: Jon <thagudearbh(a)yahoo.co.uk>
Subject: re:Incorporation
To: wikimediauk-l(a)Wikimedia.org
To respond to Gordon's points below.
0) I thought we agreed on the name "Wiki Educational Resources" at the meeting. It seems the concerns over "educational" are unfounded (and if I'm wrong on that, a professional review will highlight it).
1) I've posted suggested tweaks on the relevant talk pages at Wikimedia UK. Please review these and make any additional comments you think are appropriate. Shall we say by Sunday 11 December, whatever is there will become the first Memo and Arts, subject only to professional legal review.
2) We can do this as soon as we've agreed the first two things. That's why I suggest setting a deadline of this Sunday. James can then arrange for review by a charity lawyer.
3) We should aim to register under the educational purposes head of charity. If there are any problems, they will be highlighted by the professional review.
4) Once the review is complete, we can agree a date to sign everything in front of a solicitor. Those volunteering to be potential directors (and members) who are available on that particular day will be the first members. We should aim to have at least four (probably). As soon as the company is incorporated the directors can permit more members to join and more directors to be appointed. As long as we're sensible about this and there are no attempts at underhand oneupmanship, we should be ok with that approach.
5) Of course.
6) After incorporation we will need to put together some sort of business plan for the Charity Commission, won't we? The first directors plus those they immediately co-opt, plus certain new members and/or volunteers should seek to put this together reasonably quickly. It will need face to face meetings as well as a time commitment from those involved. The upcoming fund-drive should help us come up with some estimate of likely funding. Perhaps aim to write to them by end of January?
7) I don't see this as a big deal. Maybe wait until we have had our registration accepted.
Kind regards
Jon
Gordon Joly wrote:
>Dear All,
>May I ask what is the proposed timeline?
>In other words, when will the following happen? Could we set some
deadlines? Have we got past 0) or 1) yet?
>0) Agreed name for company (we aim to trade as "Wikimedia UK")
>1) Agreed Articles and Memorandum
>2) An independent professional review, paid for by the available funds)
>3) Agreement to register as an "educational charity" (could depend on 3 above).
>4) Names of "First Subscribers" (that is Trustees and Secretary)
>5) Incorporation as a company "limited by guarantee".
>6) Application to Charities Commission
>7) First AGM (Annual General Meeting)
It was suggested that we should aim for the first AGM by April 2006.
Regards,
--
Gordo (aka LoopZilla)
---------------------------------
To help you stay safe and secure online, we've developed the all new Yahoo! Security Centre.
---------------------------------
To help you stay safe and secure online, we've developed the all new Yahoo! Security Centre.
On 12/6/05, David Gerard <fun(a)thingy.apana.org.au> wrote:
>
> There's actually quite a lot we can do other than send money to Florida
> for database servers, important though that is at present.
>
That's what i'm interested in, and thanks for the suggestion of
articles for politicians. (Any more can be collated at:
http://meta.wikimedia.org/wiki/Possible_projects_of_Wikimedia_UK .)
By the way, I'm blogging all this - as my own reflective part of my
research on the UK chapter:
http://www.livejournal.com/users/wikimediauk/ - if you have an issue
with this, please let me know.
Cormac
On 11/30/05, Gordon Joly <gordon.joly(a)pobox.com> wrote:
> P.S.
>
> I also phoned a company which sets up Charities, for a fee of 135
> squid. This fee covers the preparation of Memorandum and the Articles
> of Association, so it not be worth spending this. They would,
> however, cast yet another experienced eye over our work. Anyroad, the
> summary of their service can be found here:
>
> http://www.duport.co.uk/company-formation/charity-companies.htm
Just for the record, this kind of expense falls under the terms of
starting budgets for local chapters financed by the Foundation. (see:
http://meta.wikimedia.org/wiki/Chapter_co-ordinator#Procedure_of_delegation)
Best,
Delphine
--
~notafish