Wikimediauk-l October 2008

wikimediauk-l@lists.wikimedia.org

31 participants
70 discussions

CRB checks & DPA
by Andrew Turvey 08 Oct '08

08 Oct '08

Thomas Dalton thomas.dalton at gmail.com said: I can't see why the membership secretary is any different from the rest of the board. Decisions about membership are made by the whole board, so everyone has access to the information. If the mem sec needs a check, then the whole board does. From my research, I don't think it is absolutely necessary for the board to be checked (unless they are going into schools to teach people about using Wikipedia, or whatever, which can be dealt with at a later date), the question is whether it is a) desirable and b) legal to run the checks. I don't really have an answer to that. ========= The membership secretary will have access to and maintain detailed records of all members, which could potentially include residential addresses, email addresses, phone numbers and dates of birth. Other trustees will not normally have access to these details (although could, in limited circumstances, request it). The Board can make decisions about accepting members without knowing where they live, for instance. This is why we have made the distinction. At the Board's last meeting it asked Mike to look into the questions you asked - essentially must we, can we and should we run a CRB check when dealing with U18 members. He's posted a message to this list with the results of his findings - please come along to the IRC meeting tonight if you want to have anything clarified. Regards, Andrew Turvey

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Upcoming WMUK v2.0 board meeting.
by Kwan Ting Chan 07 Oct '08

07 Oct '08

Hello, The IRC logs of the last meeting, and the agenda for tomorrow's is available via [[meta:Wikimedia UK v2.0/Board meetings]]. Please have a look, and if you feel there's things that should be included in the agenda but isn't already, feel free to add it in yourself (and let me know so I can know what it is you want us to talk about). Regards, Kwan Ting Chan Chair, Wikimedia UK v2.0 -- Experience is a good school but the fees are high. - Heinrich Heine

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CRB checks & DPA
by Michael Peel 07 Oct '08

07 Oct '08

All, As requested in the last board meeting, I've been doing some digging into whether we need to register with the Data Protection Act (DPA), and whether the person in charge of membership (i.e. me) should undergo a Criminal Records Bureau (CRB) check. Below is what I've found. IANAL etc. applies. I'd rather not work through all of this during an IRC meeting unless there are questions, so will just point to this email during the meeting. Comments and questions are welcome, especially if anyone has any personal experience of any of this. Taking the DPA first, there is an exemption "from the requirement to notify [the Information Commissioner's Office] under the Data Protection Act 1998 (the Act) for ‘not-for-profit’ organisations." The information is at http://www.ico.gov.uk/upload/documents/library/ data_protection/practical_application/ gpn_not_for_profit_v1.0_web_version.pdf . Basically: "The exemption is narrow and further conditions do apply. The exemption applies to processing which is only for the purposes of: • establishing or maintaining membership; • supporting a not-for-profit body or association; or • providing or administering activities for either the members or those who have regular contact with it." This should be fine for us, at least initially, although we probably want to register somewhere down the line just in case (there's lots of grey areas around this). The cost to register/notify the ICO is £35/year (no VAT applies), so that should be a negligible cost once we're fully set up. With CRB checks, I don't think that we are legally obliged to have one done of the membership secretary, but I'm not clear on whether it would be legal to require/get one anyway. According to http://www.crb.gov.uk/Default.aspx?page=1871 a CRB check is needed if "you will be working with children or vulnerable adults; ... working in an establishment that is wholly or mainly for children; ... working in healthcare; or you have applied to be a foster carer, adoptive parent or childminder." None of the these apply in this case. Also, http://www.crb.gov.uk/Default.aspx? page=1855 lists positions and jobs for which CRB checks can be done, and none seem appropriate. I am not clear on whether the Rehabilitation of Offenders Act (ROA) 1974 restricts CRB checks to the just these positions and jobs, or whether they are available in a wider sense. I have contacted the CRB bureau to get clarification on this, and will share their response when I receive it. I should say that if it is either legally required (doubtful), or not illegal and we decide that it's desirable (possible/probable), then I'm quite willing to undergo one (and I would be very surprised if it didn't come back clean). They are free of charge for volunteers, but you have to be a registered company with them - which costs a lot - hence there are various Umbrella Bodies that can countersign the request for a CRB check, which generally cost of order £10. Mike Peel

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Company Formation practicalities
by Andrew Turvey 07 Oct '08

07 Oct '08

Alison Wheeler wikimedia at alisonwheeler.com said: On Sun, October 5, 2008 16:07, Andrew Turvey wrote: > 1) Form full company from the start, by post > In practice, we would have to get each of the directors to print, sign and > post a copy of the signature pages to the company secretary who then puts > them all together and submits them to Companies House. > > 2) Form full company from the start, by meeting > An alternative is to arrange a physical meeting where all five directors > get together and sign the papers. This would take time to organise. > > 3) Form single member, single director company and then appoint remaining > directors on incorporation > The third option is to form the company with a single member and a single > director (being me). I would sign all the forms myself, submit to > Companies House and then admit the other directors as members and appoint > the others as directors as soon as the company is formed > I think it would be easier and we would save time doing it this way. > However, I would only want to do this if everyone was comfortable with > this approach. A few things with these suggestions. 1. The forms, and more to the point the Articles and Memorandum, legally need to be signed by all the Directors (or rather the 'Persons desiring to form a company') at the same time in order that the signatures can be jointly witnessed, so #1 is out. 2. Everyone seeking to have a relationship with the organisation will request (certified) copies of the AoA and MoA and the first thing they will look at is the number of people involved (ie. that it isn't someone's idea of a 'get rich quick' scheme) and having just a single director would put a severe kibosh on that, hence #3 is out. #2 is the only way to go ... Alison ============== #1 Only Form 12 has to be witnessed by the JP, which only needs to be signed by one director. The M&A can have a separate witness for each signature. Having people in separate locations sign standard documents and then bringing them together is standard practice - that's how I bought my house, for instance. I don't foresee any problems with this approach. #2 Just out of interest is this how Wikimedia #1 was formed? If so, how much of a problem did you find bringing everyone together in a single place? #3 You don't see the list of current directors by looking at the formation documents - you look on Companies House. It will be clear that we have 5 directors regardless of the method of formation. Andrew

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Age limits
by Andrew Turvey 07 Oct '08

07 Oct '08

2008/10/6 Chris Wood <hot20024 at hotmail.com>: > Following on from being a garantor member you have to be 18. If for instance > you are 16 and want to have a contract phone you have to be 18 or have your > parents/carers be garantor. This therefore means that you should not allow > under 18s to be garantor members as they are not legally responsible should > the company go into liquidation. I'd done a bit of digging and found this out from the government's insolvency website: http://www.insolvency.gov.uk/freedomofinformation/technical/TechnicalManual… "40.25 Debts owed by minors Under common law, a contract involving a minor is voidable at the minor’s option. Therefore where a debt or debts owed by a minor, i.e. someone under the age of eighteen, are only provable where they are legally enforceable [Note 38]. Debts, which are not legally enforceable against a minor and are therefore not provable, cannot be the basis of a bankruptcy petition [Note 39]. Enforceable debts are those for ‘necessaries’,which are ‘goods suitable to the condition in life of the minor, and to his/her actual requirements at the time of sale and delivery’ [Note 40]. In general, necessaries may include whatever is reasonably required for maintaining his/her particular lifestyle within the normal standards of his/her particular society, depending upon his/her status. In comparison, necessities are essentials required by all for subsistence or survival. Necessaries may include, but are not limited to, food, clothing, medicine, lodging, essential servicesand teaching. " Based on this, it would appear that if ander 18 joined up and the chapter went bust owing money, the minor could simple opt out of the guarantee. I've done a search on the internet for this, to see what other CLGs do. , I've found the English Chess Federation, which is a CLG that gets all under 18s to have a parent/guardian to countersign and guarantee the amount: http://www.bcf.org.uk/organisation/general/ecf_direct-mem-application.doc Vesta Rowing Club does the same: http://www.chalfontsports.org.uk/cpsa/sports_club_membership_form.doc The Chalfont Park Sports Association by contrast is also a CLG that allows U18 members, but they don't put any special requriements on U18 members or require a parental guarantee (http://www.chalfontsports.org.uk/cpsa/sports_club_membership_form.doc) Hope this has been helpful to the debate. Regards, Andrew P.S. Someone pointed out that my email posts don't come up in the correct "threads" This is because I'm acessing the emails over the internet at http://lists.wikimedia.org/pipermail/wikimediauk-l/ and then copying and pasting into my email. I'd rather not have the emails sent here - they would only crowd out my inbox. Hope this doesn't cause too much inconvenience.

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Age limits
by Andrew Turvey 07 Oct '08

07 Oct '08

Following on from comments on the Thread "AoA Discussion Thread (AGM quorum and voting, allowing internet board meetings, age limits, delegation)" There are two questions here: age limit for trustees and age limit for members. I sugest they are linked so we should take them here. As detailed here: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Candidate_FAQs#Why_do_Boar…, because we've decided to set ourselves up as a Company Limited by Guarantee, we cannot have any director-trustees under the age of 16. We could only have 16 and 17 year old trustees as long as the Charity Commission was happy that they "understands their duties and responsibilities" and they had no cause for concern that the charity was being mismanaged. Generally, I think our default should be to be as open and inclusive as we can be, except where there are good reasons otherwise. We decided to restrict the initial Board to 18, partly because the issue was raised too late in the day to change the rules. However, we did say the issue would be reopened for subsequent boards. My suggestion is that we allow anyone 16 or over can stand for the Board but have the election rules worded such that a majority of the Board at all times must be over 18. For members, I'm not aware of any legal restrictions on the age of members and I don't see any advantage in introducing one. Can anyone think of any good reasons to restrict age? For me, if someone has the nouse to set up an account on wikimedia and participate, i think they would be able to constructuvely participate in the chapter and so should be welcomed in. What do others think?

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Company Formation practicalities
by Andrew Turvey 06 Oct '08

06 Oct '08

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Mem&Arts - Summary
by Andrew Turvey 06 Oct '08

06 Oct '08

Just to let you know I've added these points into the explanatory notes of the M&A pages on meta - just to keep track of the discussions. A couple of points: Tom Holden said: > A: I’d like to oppose including “limited” in the strongest possible terms. For one thing we’ll be a CIO within 6 months in all probability, for another “limited” sends entirely the wrong impression. We should be able to qualify for exemption should we want to (details in the comments http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/MoA#Introduction) > C: We need the multiple objectives used by WM1.0 as they are necessary to ensure the charity is free to do all it needs to do. If you like the WM mission statement there’s no reason we can’t add it to the list. > F: I also absolutely oppose notification on talk pages counting as legal notification. E-mail, sure, but talk-page notification is unreliable and is entirely perverse when e-mail addresses are available. I take your point, but this clause would only permit using talk pages - it wouldn't require it. The alternative would be to make providing an email address a condition of membership. > J: I still think 10 is too high for the early meetings. In the long run it’ll be the 1/10th criteria that matters, but in the early days we’re in danger of wasting everyone’s time as there’s a real danger less than 10 will turn up. Thinking this through, we've got 41 interested people signed up at the moment, so by the AGM would have 40-70 i guess. Would we be happy to have a meeting that consisted of the five directors plus two others? > L: I’d support a range of something like 3 to 10 or 1/10th, whichever is highest. There are at least 1500 wikipedians in the UK (per http://en.wikipedia.org/wiki/Category:Wikipedians_in_the_United_Kingdom) - say 33% of them joined up would you really want 50 directors? > M: I think requiring all directors to resign each year would be sensible, particularly if we’re going for a board vote style system. > N: I am happy to allow cooption to replace directors, but only on the condition that it requires a unanimous vote of the board. That way we only need one board member to care about the community’s opinion to stop people who are unpopular with the community being elected. Failing that I think we’d survive with no cooption powers whatsoever. > Q: I still oppose the extended delegation suggestion. I’m not at all sure what we could do with it that we couldn’t without. I agree - I dont see the advantage of this. A Scotland Committee, for instance, could probably be appointed without needing director powers. Tom

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Mem&Arts - Summary
by Andrew Turvey 06 Oct '08

06 Oct '08

Hi all, I've tried to put together a summary below of where I think the discussion are on the various parts of the Memorandum and Articles of Association. At the Board meeting on Thursday, it was decided that we would try to discuss these as much as possibly on this email list and meta with an aim of approving a draft set of documents at the Board meeting on Tuesday 7th. The two core aspects - being a charity and being a company limited by guarantee - have been decided but all other items are up for discussion. Are there any other areas that people want to bring up as issues? If so, please could you raise them on the email list here or on meta - but please change the subject line to something more descriptive first though! If anyone wants to add or change anything below please feel free and let's see how much we can agree here before Tuesday: I've put them in the order they appear in the M&A and formatted each section like this: A Area: 1) Option 1 - Consensus View 2) Option 2 - Consensus View Comments Memorandum of Association: A: Company Name: 1) Wikimedia UK - ChapCom have advised us against this 2) Wiki UK Limited / Wiki Information Network UK Limited - Consensus is a name something like this B: Location of Registered Office 1) England & Wales - Consensus is this one as most people are based here 2) Scotland/N Ireland C: Objects: 1) A single broad statement, encompasing the charitable object "promotion of education" with the visions and mission statements of the Wikimedia Foundation 2) A series of more specific objects (options detailed at http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Objectives&ol…) 3) A combination of the two No consensus as yet on the approach to take D: Powers / Use of Property 1) Standard powers (possibly with restriction on directors through a Special Resolution) - consensus is to go with these 2) Restricted powers E: Membership 1) Standard clauses - No objections to these Articles: F: Interpretation 1) Expanded definition of "address" to allow for notices on wikimedia talk pages This is a minor change I have raised on meta at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Interpretation. G: Members 1) Standard powers for directors to refuse/revoke membership where "in the best interests of the charity" - consensus seems to be to adopt these 2) Restricted or no powers to restrict/revoke membership Note the articles do not specify a minimum age limit - at it stands, a limit could be introduced under this power to refuse membership in the best interests of the charity H: Classes of Membership 1) Standard powers for directors to create new membership classes 2) Make these powers subject to consent of membership in a Special Resolution - no clear consensus yet (I've put some suggested text for (2) at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Classes_of_Membership.) I: General Meetings 1) Standard clause requiring first AGM within 18 months 2) Implement earlier consensus with first AGM within 6 months - not yet discussed J: GM Quorum 1) Standard clause (Greater of 1/10th of members and a minimum) - tentative consensus at this with a minimum of 10 2) Lower minimum 1) include IRC attendees in quorum/voting 2) include only physically present and proxies in quorum/voting - opinion seems to be in favour of this one note under (2), IRC attendees could always appoint the chair as their proxy and instruct them how to vote so be included this way except the proxy form would have to be in 48 hours beforehand K: Director Age 1) Limit Directors to 18+ 2) Limit Directors to 16+ - may cause problems with Charity Commission 3) Limit Directors to 16+ with a proviso that a majority of directors must be over 18 I've drafted some words for option (3) at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Directors. no consensus yet L: Number of Directors 1) Standard number (at least 3 but no maximum) 2) Fixed number (changeable with 75% membership vote) 3) Range We haven't discussed this yet - what are people most confortable with? Can I also ask for a derogation in the first month so that its easier to set up the company (reduce the minimum number of directors to one for the first month from incorporation) M: Re-election 1) Standard clause (1/3 directors re-elected each year except for initial directors who all retire at first AGM); members can also recall a director with a vote at the AGM with 28 days notice - consensus seems to support this 2) All directors retire each year 1) Standard method of election (50%+ resolution with notice) 2) Implement the method used for the initial board Note we could implement (2) by leaving the articles as they are and introducing "Board Rules" that cover the selection of new directors N: Co-option 1) Standard powers for directors to coopt further directors until next AGM 2) Restricted powers - only to replace resignations 3) Restricted powers - only resignations plus certain number 4) No powers - directors have to call general meetign of members to replace resignations No discussion on this yet O: Proceedings of Board 1) Standard clauses 2) Extended definition of "present" to allow IRC meetings - seems to be supported in principle subject to legal oks I've drafted some suggested wording at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Proceedings_of_Directo…. P: Board Quorum 1) Standard (One third or Two if greater) 2) Larger (More than one half or Two if greater) No discussion yet - is two directors really enough to make decision? Bearing in mind we can always make decisions by written resolution if we cant get a meeting together. Q: Delegation 1) Standard (committee of 2 or more directors) 2) Extended to allow delegation to committee of non-board members - this has been suggested but there are concerns. Note that we could appoint committees to do certain things as long as they weren't exercising "Board powers" R: Indemity: Standard Articles have four options: 1) Board _may_ indemnify directors 2) Board _may_ indemnify directors, auditors, accoutants or officers 3) Board _must_ indemnify directors & auditors 4) Board _must_ indemnify directors, auditors, accountants or officers Another option is: 5) Board will not indemnify directors No opinions have been expressed on any of these options. I suggest we exclude (3) and (4) as insurance costs money and the Board should always have the choice to save money if they can! Does anyone have any thoughts on this? S: Rules: 1) Standard clause allowing directors to make, amend rules 2) Amended version saying rules made members cant be revoked by directors I've given some suggested wording for (2) here: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Rules. This would be particularly significant if our election procedure was implemented through Board Rules. After all that, is there anything I've missed, or any other issues anyone thinks need to be raised? If people could suggest any ways of getting to a consensus on any of the above please do contribute Regards,

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Company Formation practicalities
by Andrew Turvey 06 Oct '08

06 Oct '08

Hi all, I've mentioned on meta and briefly on this list the practicalities of company formation. I know that everyone is keen for us to register the company and complete all the other formalities as fast as reasonably possible so that we can hand over to a Board which can start doing things that actually fulfill our objects! I have been thinking of the ways we can register with Companies House in the quickest and easieist way, given that the five directors live in different parts of the country. I've come up with three main ways: 1) Form full company from the start, by post Each initial Director has to sign paper form (Form 10, the Memorandum and the Articles) where they "consent to act" and "agree to form the Company". This is because Company House's webfiling system does not allow you to submit these forms directly online and the Software Filing service, which allows commercial company formation agents to file online, is generally used only for companies formed with standard Memorandum & Articles. The advantage of this method is that the company is formed with all the correct directors and members from the start. In practice, we would have to get each of the directors to print, sign and post a copy of the signature pages to the company secretary who then puts them all together and submits them to Companies House. 2) Form full company from the start, by meeting An alternative is to arrange a physical meeting where all five directors get together and sign the papers. This would take time to organise. 3) Form single member, single director company and then appoint remaining directors on incorporation The third option is to form the company with a single member and a single director (being me). I would sign all the forms myself, submit to Companies House and then admit the other directors as members and appoint the others as directors as soon as the company is formed This way the other directors can sign their consent forms on-line using the webfiling system. I think it would be easier and we would save time doing it this way. However, I would only want to do this if everyone was comfortable with this approach. We would need a minor change to the standard Articles to reduce the minimum number of directors to one in the first month from incorporation. How do people feel about this? ---- Original Message ---- From: Andrew Turvey <raturvey(a)yahoo.co.uk> L: Number of Directors 1) Standard number (at least 3 but no maximum) 2) Fixed number (changeable with 75% membership vote) 3) Range We haven't discussed this yet - what are people most confortable with? Can I also ask for a derogation in the first month so that its easier to set up the company (reduce the minimum number of directors to one for the first month from incorporation)

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Wikimediauk-l October 2008