There are over 50 people on the web page who are declared interested.
I think we should proceed with Directors who may become Trustees in
the short term. Hence there is only one level of membership (i.e. a
board member) as far as I am concerned.
Methinks we may have over estimated the size of the UK Chapter, at
least for the incorporation phase.
Gordo (aka LoopZilla)
On 1/6/06, Gordon Joly <gordon.joly(a)pobox.com> wrote:
> >Hence, we have 7th & 8th and 14th & 15th before the 21st.
> We need to meet again (either online or face to face) to agree
> documents, set up a date to sign, pay fees and incorporate.
> Has that date or dates (and venue) and an attendant schedule be set and agreed?
I think we have a rough agenda for the meeting (if anybody can think
of additions then speak up):
(1) to agree changes to agree changes to the articles and memorandum
of association (contrary to my earlier mail, we do have comments on
both of these from Diane Cabell);
(2) finalise a name (has this been done? Are we going with Wiki
(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.
But we don't have a date, time or venue. I guess we should choose
between a meeting in London on the 14th or 15th or a meeting before
the meetup in Birmingham on the 21st. Inevitably, not everybody will
be able to make the meeting whichever we choose so I would suggest an
online follow-up before the end of the month and a date to meet with
the Solicitor in very early February. We should select a date for
the face to face meeting based who can attend - for what it's worth, I
could make any of the three dates above.
Who can make a meeting on these dates?
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Here, as promised, is Diane Cabell's comments and advice about our draft
MoA and AoA.
Diane Cabell wrote about the MoA:
> 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
> 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
> 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
> 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
> 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
> 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.
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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Just another few thoughts into banking, as we're going to have to look
at this fairly soon after we become an official charity. Gift Aid and
standard donations could easily run up to £10,000+ with a fundraiser and
the Gift Aid on that counts for a fair amount too! ;)
At work we use Unity Trust Bank, who specialise in charities, membership
organisations and trade unions. Some might see them as slightly more
ethical in line with the goals of Wikipedia.
They have several types of account, some of which may be of use to us.
Before we decide though we would need to work out what sort of
transactions we may be carry out. (i.e. frequent/infrequent transfers,
would the remaining balance be large/small).
It crossed my mind today, so any other thoughts (other banks, ideal
accounts) are appreciated :)
I just joined the list on reading the
http://meta.wikimedia.org/wiki/Wikimedia_UK page. I am
very interested in the promotion of open-source
knowledge, and educational use within the UK. The
prospect of a UK chapter is very exciting.
I am the owner of http://wikipedia.org.uk, mentioned
on the page. I registered it to avoid unfriendly
squatting on the address and would be willing to
assign it to wikimedia-uk at whatever point it becomes
a legally recognised educational charity, and redirect
it as required up to that point.
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..