The Model Articles give the Directors the power to refuse membership or to revoke membership where they consider
"it is in the best interests of the charity to refuse the application" or "that his or her membership is terminated"
(Arts 2.3(a) and 4.4 of http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/AoA&oldid=121…)
There are some safeguards in terms of giving the applicant/member a right to make representations and some time limits.
In addition, the Articles give Directors the power to create a new class of member, and the new class could have different voting rights. So theroretically the Directors could by-pass the safeguards by simply creating a new class (say one which had 0.001 vote each) and accepting an applicant into that class of membership.
My questions:
First, are we happy in principle that the directors should be able to refuse or revoke membership rights. I could imagine it being used, say, for a persistent vandal or someone who is tryign to undermine the chapter.
Second, are we happy that the directors should be able to create a new class of members. The alternative, I guess, is to put this power in the hands of the membership.
Tom said:
> While you can incorporate in "England and Wales", I think you need to
> decide on one or the other for the registered office.
Unfortunately the model articles the Charity Commission have come
up with are poorly worded on this point.
According to Companies House the situation of the Registered Office
must be one of:
- England & Wales
- Scotland or
- Wales
(http://www.companieshouse.gov.uk/infoAndGuide/companyRegistration.shtml)
I have definitely seen companies who state their registered office as
England, but I'm not sure what the legal source of this is.
Either way, I suggest E&W as the one we should go for.
----- Original Message ----
From: Andrew Turvey <raturvey(a)yahoo.co.uk>
To: wikimediauk-l(a)lists.wikimedia.org
Sent: Friday, 3 October, 2008 13:59:33
Subject: Location of Registered Office
As a chapter we will be geographically focussed on the United Kingdom. however, for legal purposes we have to be incorporated in a particular jurisdiction, which will be one of:
- England
- Wales
- England and Wales
- Scotland, or
- Northern Ireland
In practice, companies incorporated in all these jurisictions can operate in the other parts with no problems. The only practical restriction is that the Registered Office - often the home of the Secretary - has to be physically located in that jurisdiction.
Given that most of us seem to be based in England, I suggest "England and Wales" as the location. This gives us maximum flexibility, should we end up with a secretary who lives, say, in Cardiff, it wouldn't be a problem. If the secretary lived in, say, Edinburgh, we would just have to make some kind of arrangements for someone else - possibly another director - to host the registered office.
The alternative is to focus this chapter on, say, England and Wales only, and let Scotland form their own. Given there is currently no initiative to form a separate chapter in Scotland I suggest we dont go down that route until then.
I thought i would mention this as it only just crossed my mind in case it became useful in the future. I have the
welsh office for companies house about a 5 minute walk around the corner from my halls of residence in university.
_________________________________________________________________
Win New York holidays with Kellogg’s & Live Search
http://clk.atdmt.com/UKM/go/111354033/direct/01/
Thomas Dalton thomas.dalton at gmail.com said:
>> Second, are we happy that the directors should be able to create a new class
>> of members. The alternative, I guess, is to put this power in the hands of
>> the membership.
> The other part I'm not happy with is that the rights of a class of
> membership can be changed at a general meeting of just that class,
> meaning they can choose to give themselves more votes than everyone
> else and no-one else gets a say in the matter. I think I may be
> misunderstanding the whole thing...
I'm also not clear how the rules would work on this. Say you had two classes -
Class A and Class B and initially both had equal votes. Art 3.2 refers
to "directly or indirectly" altering the rights of a class. If you had a
resolution that said all Class B members had 1000 votes each, you could say
that the rights of Class A members had been indirectly varied. Art 3.3 says
rights can only be varied by a resolution of the class - would that cover
indirect variations like this? My experience of similar clauses in the
commercial context is that it probably would - although those are normally
much more clearly worded.
> Remember, giving powers to the directors doesn't mean the membership
> can't do anything about it - a general meeting can pass an ordinary
> resolution creating a rule (under article 28.4) saying the board has
> to put everyone in the "general members" class (or whatever you call
> it) unless they have the permission of that member. (I assume the
> board can't change a rule added by a general meeting, although that
> isn't explicit... it's probably in the Companies Act somewhere.)
You could read it that the Board could create a rule that said "A",
the general meeting could revise it to "B" and then the Board the next
week could change it back to "A". As you said this would be crazy, but there
is nothing in the Articles that explicitly says they couldn't. I can't
think of anything in the Companies Act that would prevent it either.
On the other hand, the members could pass a Special Resolution which restricted#
the powers of the Directors (under Art 15.1) but this would need 75% majority.
The directors wouldn't be able to over-ride this.
Thanks for these - a very good summary of what we discussed and agreed. Just two comments:
> 3. Timetable
> ACTION: TH to include timetable on future
meeting agenda.
Should that be KTC as chair?
> 4. Release of voting information
> ACTION: Elections committee to be asked to release vote tallies for
board election.
I thought the plan is this would be taken to the community first to see if there are any objections?
Regards,
Andrew
The draft Memorandum currently lists a whole set of powers that the company is to have, several of which we have no current intention of using. These are derived from the Charity Commission model and are so that anything we might want to do in the future will not be blocked by this document.
The main items I wanted to bring to everyone's attention are the powers to:
- borrow money
- buy or lease property
- employ staff
- invest
- provide directors' indemnity insurance
- pay directors' expenses
- pay directors up to Base Rate less 2% on any loans provided to the charity
- rent property from Directors
Does anyone object to including these powers in the MoA?
Any decision to do any of the above would require Board approval. If people are happy with the company having these powers, should any of these powers require approval by the members prior to being used for the first time?
If yes, we can implement this by passing a Special Resolution at the first AGM restricting the powers of the directors. (see Article 23#1 in the draft Articles)
As a chapter we will be geographically focussed on the United Kingdom. however, for legal purposes we have to be incorporated in a particular jurisdiction, which will be one of:
- England
- Wales
- England and Wales
- Scotland, or
- Northern Ireland
In practice, companies incorporated in all these jurisictions can operate in the other parts with no problems. The only practical restriction is that the Registered Office - often the home of the Secretary - has to be physically located in that jurisdiction.
Given that most of us seem to be based in England, I suggest "England and Wales" as the location. This gives us maximum flexibility, should we end up with a secretary who lives, say, in Cardiff, it wouldn't be a problem. If the secretary lived in, say, Edinburgh, we would just have to make some kind of arrangements for someone else - possibly another director - to host the registered office.
The alternative is to focus this chapter on, say, England and Wales only, and let Scotland form their own. Given there is currently no initiative to form a separate chapter in Scotland I suggest we dont go down that route until then.
Minutes of the Wikimedia UK v2.0 Board Meeting
#wikimedia-uk-board, 20:00 02/10/2008
Present with speaking rights: Kwan Ting Chan (KTC), Mickey Conn (MC),
Tom Holden (TH), Mike Peel (MP), Andrew Turvey (AT)
1. Roles of board members
AT proposed KTC as Chair. KTC unanimously elected as Chair.
Secretary with have responsibility for forming the Company, liaison
with Companies House, tax, Charity Commission, appointing directors,
acting as "Company Secretary", keeping registers of Directors, perhaps
bringing together discussions on Memorandum and Articles of
Association, liaison with Wikimedia's Chapters Committee. Will also
assist the Treasurer with the financial record keeping. Communication
Officer will have responsibility for minutes and communication with
the community.
KTC proposed AT as Secretary, TH as Treasurer, MC as Communication
Officer, MP as Membership Secretary. All elected unanimously.
2. Elections
The board formally noted the results of the board election, which saw
the five board members present elected. The board thanked the
election committee for their fine work.
3. Timetable
AT presented a timetable giving proposed target dates for the start
and completion of various stages in setting up the organisation
[http://meta.wikimedia.org/w/index.php?title=Talk:Wikimedia_UK_v2.0/Timeline…].
MP proposed moving the start of negotiations with WMF to immediately
after the application to Companies House is submitted. Tango42 was
given speaking rights; his research suggests that it will not be
necessary to have a letter from HMRC in order to set up a bank
account; such a letter would permit the organisation not to pay tax on
interest. It was decided to leave the bank account-related dates as
presented, provided it is acknowledged that they all dates on the
timetable are targets rather than absolute deadlines. The proposed
date for the first AGM was amended to 07/01/2009, with processing of
guarantor membership continuing until this date, and the announcement
of the date moved back to 02/12/2008. The timetable is to be reviewed
in future meetings.
It was agreed to hold weekly board meetings on IRC, on Tuesday nights
at 20:30 UK time. In order to keep meetings brief, as much discussion
as possible is to take place by e-mail and on wikis. Board meetings
are to be announced and agendas circulated by e-mail in advance.
Minutes are to be similarly circulated after.
ACTION: AT to amend timetable. TH to include timetable on future
meeting agenda.
4. Release of voting information
The elections committee has asked the community to decide whether to
release a list of voters in the board election, and whether to release
vote tallies. All in favour of releasing vote tallies. Lists of
voters not to be released, as voters were not given enough information
at the time of the election to give informed consent. The election
committee will have already investigated votes for potential
sockpuppetry, so names are not needed for this purpose.
ACTION: Elections committee to be asked to release vote tallies for
board election.
5. Memorandum and Articles of Association
Board agree that the best model is a charity registered as a company
limited by guarantee. There are many details which need to be
discussed. These include board size, elections, permanent positions,
arrangements for compensation and provisions to allow electronic
meetings. Some of these should be in the rules, not the Mem/Arts.
Board to initiate discussions on these areas and any other aspects of
the Mem/Arts via e-mail list. Aim to produce a draft by next board
meeting, on 07/10/2008. Not enough time for more formal IRC
discussion between now and then. TH to ask a barrister to monitor
discussion.
ACTION: TH to ask barrister to monitor e-mail list and feed back on
Memorandum and Articles of Association discussions.
6. Any Other Business
a) CRB checks
If the organisation has members under 18, or maybe 16, the Membership
Secretary may need to be CRB checked. MP to research and report back.
ACTION: MP to research CRB check requirements
b) Fundraising
Forming the company will cost money. Until a bank account is set up,
board members are expected to spend their own money and reclaim
expenses later. Expenses should be noted by the Treasurer. Expected
expenses include Company Formation Fee, Postage, registration with
Data Controller. MP to investigate requirements for registration
under the Data Protection Act and report back. TP believes that he
will be able to obtain a free witness for signatures.
ACTION: MP to research Data Protection requirements
c) Minutes
MC to circulate written minutes of meetings. KTC to put full log of
meetings online.
ACTION: MC to circulate minutes. KTC to put log of meeting online.
Thanks for starting off these threads.
1. UK
Just to let you know, these are the rules for including "British", "of the
United Kingdom" etc in a company name:
http://www.companieshouse.gov.uk/about/gbhtml/gbf2.shtml#three
As was said, there are no restrictions for using "UK"
2. Using Limited
As someone said, certain Companies Limited by Guarantee do no have to use "Limited" in their name. The
guidance notes are here: http://www.companieshouse.gov.uk/about/gbhtml/gbf2.shtml#four and it would
appear that we would qualify.
However, we could still use Limited if we wanted to. Personally I see "Limited" a positive, because people
recognise us as an incorporated organisation and see this as more substantial that an unincorporated
association. Some charities think the word gets in the way of their name (e.g. Barnardos
(http://wck2.companieshouse.gov.uk/bbc8991feba3d58c916b352c6362c2db/compdeta… so chose not to.
3. Name
As someone said, the legal name doesn't really matter because we plan to operate as "Wikimedia UK" once we
have license to do so. We need to pick one that isn't already in use (see http://wck2.companieshouse.gov.uk
/bbc8991feba3d58c916b352c6362c2db/companysearch?disp=1&frfsh=1223029936#result) and I suggest
something that's simple and descriptive.
I like Wiki UK Limited, and would also be happy with Wiki Information Network Limited
Regards,
Andrew
Just in case you missed this....
"How Wikipedia Works" by Phoebe Ayers, Charles Matthews, and Ben Yates
http://howwikipediaworks.com/
Very nice to see this online! I have downloaded a copy in HTML
(released under the GNU Free Documentation License).
Gordo
--
"Think Feynman"/////////
http://pobox.com/~gordo/
gordon.joly(a)pobox.com///