I was looking for feedback or photographs of the Birmingham meeting
which I missed on 21st January 2006.
Anything to report? Any piccies?
--
Gordo (aka LoopZilla)
gordon.joly(a)pobox.com
http://pobox.com/~gordo/http://www.loopzilla.org/
<quot>
In a business situation, bylaws are drafted by a corporation's
founders or directors under the authority of its Charter or Articles
of Incorporation. Bylaws widely vary from organization to
organization, but generally cover topics such as how directors are
elected, how meetings of directors (and in the case of a business,
shareholders) are conducted, and what officers the organization will
have and a description of their duties.
Bylaws generally can be amended by an organization's Board of Directors.
</quot>
Source: http://en.wikipedia.org/wiki/Bylaws
--
Gordo (aka LoopZilla)
gordon.joly(a)pobox.com
http://pobox.com/~gordo/http://www.loopzilla.org/
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Alison Wheeler wrote:
> For the preamble, add to the start of the Articles:
>
> | 1 Preliminary
> | 1.1 The Regulations in Table C in the Schedule to the Companies
> | (Tables A to F) Regulations 1985 as that Schedule was in force on
> | the date of adoption of these Articles (hereinafter called "Table
> | C") shall apply to the Company save to the extent that they are
> | excluded by or are inconsistent with any of these Articles.
So updated.
> Also, a form of words for the "anything else" clause could be
>
> | X.X To undertake and carry on any other business which may seem to
> | the Company capable of being conveniently carried on in connection
> | with any of the above specified objects, or calculated directly or
> | indirectly to enhance the value of or render profitable any of the
> | Company's property or rights, and to conduct and carry on any part
> | of the Company's business as a separate concern, and to employ in
> | any such separate business any particular part of the Company's
> | capital, and to keep separate capital and income accounts of any
> | such separate part of the Company's business and so far as any
> | separate part of the business is the business of an investment or
> | trust company, or of a nature similar thereto, to receive and keep
> | separate the dividends, income, profit, bonuses and advantages of
> | every description from time to time payable or receivable in respect
> | of the Company's investments, and to divide the excess of current
> | receipts over current expenditure relating to such separate part
> | without regard to any fixed capital that may be sunk or lost, or to
> | the loss of capital in any other part of the Company's business.
Well, I've put it in; it does seem a tad exhaustive, certainly. :-)
> I've also found reference to a definition:
>
> | "Electronic communication" means the same as in the Electronic
> | Communications Act 2000
Added.
> Also, for safety, at the end of the definitions the para
>
> | Unless the context otherwise requires, words or expressions
> | contained in these Articles bear the same meaning as in the Act but
> | excluding any statutory modification thereof not in force when these
> | regulations become binding on the Company.
Hmm. The current wording includes that. :-)
It also includes:
| Apart from the exception mentioned in this Clause, any reference to an
| Act of Parliament includes any statutory modification or re-enactment
| of it for the time being in force.
... directly after it, which seems a bit repetitive in light of the
previous; is this worth "fixing", or is it indeed necessary?
Yours sincerely,
- --
James D. Forrester
Wikimedia : [[W:en:User:Jdforrester|James F.]]
E-Mail : james(a)jdforrester.org
IM (MSN) : jamesdforrester(a)hotmail.com
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On 1/22/06, Gordon Joly <gordon.joly(a)pobox.com> wrote:
> At 16:59 +0000 22/1/06, Cormac Lawler wrote:
> >On 1/22/06, Gordon Joly <gordon.joly(a)pobox.com> wrote:
> >>
> >> Possible meeting date: Sunday 29th January, 2006?
> > >
> >
> >I'm think I could make this. I'd also be happy to talk about non-legal
> >issues, as Jon already mentioned. It seems that incorporation is
> >premature, though - is there a real need to meet face to face or would
> >an online meeting be enough? (I'm travelling the next day as well,
> >so..)
> >
> >Cormac
>
>
> It could be online, if James decided so. He really does hold the
> lines of communication, both to the Foundation and our legal advice.
>
I can make a meeting in London on the 28th or 29th (but not the
following weekend. My feeling is that we could incorporate next
weekend if we have had the legal review and the foundation board and
their lawyers have not found any problems. The bylaws should not be in
the MoA or AoA as we would like to be able to change them at a later
date - but I will post about this separately.
Andrew
I meant...
I have raised some issues about communication in the past.
Personally, I prefer email to this list, namely
wikimediauk-l(a)wikimedia.org as the primary channel of Wikimedia UK,
and the use of Meta as secondary (e.g. establishing the correct and
current versions of the documents needed to incorporate, our
"roadmap" and so on).
--
Gordo (aka LoopZilla)
gordon.joly(a)pobox.com
http://pobox.com/~gordo/http://www.loopzilla.org/
Hi,
As yet we do not have any bylaws or even draft bylaws. I can think of
a few regulations that will be of use - one for each membership
category (e.g. members in category X can / can not vote, they have to
provide an email address so that we can let them know the date of the
AGM, they have to pay some amount of money every year... ), one to
specify how we will report the accounts to the AGM (the accounts will
be reported following the guidelines of X). The mechanism for making
these bylaws is via a motion at a general meeting (where all members
can vote) or a directors meeting. As these meetings cannot happen
until we are Incorporated we cannot pre-judge the results of the
meetings and promise certain bylaws.
We are forming a non-profit making company limited by guarantee in
England and Wales. As we hope to be registered as a charity (not least
because that gives us the chance to get the government to give us gift
aid - the tax that was paid on the income that was donated to us) we
can not specify that the foundation gets a fixed proportion of our
income, or controls the company in the founding documents. So formally
what we are forming is a completely independent organisation.
The link to the foundation is likely to arise after incorporation. The
directors will meet and may well decide that it is in the best
interests of the new company (i.e. wiki educational resources) to ally
itself with the wikimedia foundation, we will then authorise a
director to approach the foundation and negotiate a contract to use
the logo and name. In return I expect the foundation will write terms
into this contract to protect itself (it can end the contract at any
time and the company must stop using the logo at that point), to
further the foundations aims (the company will make donations to the
foundation). This contract may also make the company a chapter of the
foundation in some sense.
One thing I am not clear about is exactly what a chapter is. Is it
just a group of people who edit wikipedia and who live in close(ish)
proximity to each other, or is it a legal entity of some kind? What
are the formal links between the foundation and the chapters? I guess
the answers will vary from country to country.
I think all of the above is approximately correct!
Regards,
Andrew Walker
On 1/19/06, Anthere <Anthere9(a)yahoo.com> wrote:
> Hello,
>
> I have a stupid question...
>
> Are you planning to have the bylaws visible by the WMF before creating
> the association ? If so, where can we see them ?
>
> Actually... I will go further, is the association planning to be part of
> Wikimedia chapters or is it fully an independant association ?
>
> If a chapter, I think the Foundation should be not only informed on the
> bylawys, but should also approve them. If it is an independant
> association, likely not. But if so, we'll have to do a formal review to
> see whether you may use names or logos.
>
> What is planned about that ? Just asking because I heard very little of it.
>
> Ant
>
On 1/22/06, Gordon Joly <gordon.joly(a)pobox.com> wrote:
> >
> >
> >http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings
> >listed as follows:
> >
> > * 9th October 2005: London
> > * 16th October 2005: IRC
> > * 13th November 2005: IRC
> > * 27th November 2005: London
> > * 15th January 2006: London
> >
>
>
> And Jimbo was present at the 27th November meeting.
>
>
> http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
>
> :-)
>
Ok, I can see two ways to set up the chapter (as apposed to the
charity / company). (1) The foundation could agree to call the charity
a chapter, and all members of the company would be members of the
chapter. (2) The foundation could agree to let the company found a
chapter as a separate and possibly informal membership organisation.
In both cases there would have to be agreement between the foundation
and the UK company, but there are advantages and disadvantages to the
two approaches. One issues is that the company can not have aims that
exactly mirror the foundations (i.e. to run the wiki* websites) as
this would not be seen as charitable in the UK. The aims (objects) in
the current draft are relatively broad and would allow the company to
pass funds on to the foundation (as well as performing other
charitable activities), but the foundation may not want a chapter to
have such broad aims. A second problem is that, as I understand it,
under 18s could not subscribe to the company and so would not be able
to become members of the chapter. In the second model the foundation
could have more control of the bylaws of the chapter, that would just
be managed by the charity in fulfillment of its objects. One thing we
would have to look into is if subscriptions paid to the chapter (via
the charity) and passed on to the foundation would be eligible for
gift aid. The advantage of this more complex arrangement is that under
18s could join, and the bylaws of the chapter could include clauses
such as "the member must be a regular editor of wikipedia" - something
that would be possibly illegal for a chapter set up under option (1).
Views?
Andrew
On 1/22/06, Gordon Joly <gordon.joly(a)pobox.com> wrote:
>
> Possible meeting date: Sunday 29th January, 2006?
>
I'm think I could make this. I'd also be happy to talk about non-legal
issues, as Jon already mentioned. It seems that incorporation is
premature, though - is there a real need to meet face to face or would
an online meeting be enough? (I'm travelling the next day as well,
so..)
Cormac
Possible meeting date: Sunday 29th January, 2006?
If we need another face to face meeting, the Royal Oak is free on
Sunday, 29th January. The Royal Oak, 44, Tabard Street, London SE1
4JU - near Borough Tube station, short walk from London Bridge.
Same model as before. Informal gathering from 12 noon. Meeting starts
formally upstairs from 2pm (14:00 UTC).
I have not booked the room, but it is free all day (when I checked
the Landlord last night).
Please let me know if I should book it!
Cheers,
--
Gordo (aka LoopZilla)
gordon.joly(a)pobox.com
http://pobox.com/~gordo/http://www.loopzilla.org/
