Wikimediauk-l October 2008

wikimediauk-l@lists.wikimedia.org

31 participants
70 discussions

AoA Discussion Thread (AGM quorum and voting, allowing internet board meetings, age limits, delegation)
by Tom Holden 03 Oct '08

03 Oct '08

**Quorum**: TD suggested upping the quorum to 10 as this would be twice the size of the current board. However the board is likely to grow in future, so a fixed limit of 10 is unlikely to remain double the board for very long. I'm also not sure if there's ever a circumstance (short of a hurricane/terrorist attack) at which I'd think it was right that a meeting was cancelled because we failed to make quorum. Meetings are announced a long time in advance, so there is no reason why most of the interested parties shouldn't turn up, which makes me rather lean towards having a low quorum (which is not to say I wouldn't be shocked if less than 10 people turned up and indeed that I'd try to minimise the number of definite decisions that were made at such an AGM). Note that as it currently stands if less than 10% of the membership turns up quorum is automatically failed anyway. **Voting**: TD suggested (if I understood right) basically using the same mechanism for voting at AGMs as we used for this election. This seems eminently sensible to me, though we do have to be careful with large departures from the text of the suggested AoA. **Location**: TD suggested we insert a provision explicitly allowing for IRC board meetings. Again this seems sensible to me, but we have to be careful legally. **Indemnity**: There are various different options for securing indemnity for directors/officers (article 49 here: http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1text.pdf ). I recommend we get legal advice on this. **Age limits on members**: (Not entirely sure this would go in the AoA.) Question is: do we want to allow under 16 members? **Delegation**: TD suggests giving directors the right to delegate their powers and functions to committees of *members* rather than merely committees of directors (as is guaranteed by the existing article 38). While I accept that this would be nice, my hunch is that it's too legally risky to be worth it. There's no reason why a director couldn't oversee a committee of members helping them perform some task, just as long as the ultimate responsibility and executive power remained with the director. Are there any other AoA issues that we should also be thinking about? Tom

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Name Discussion Thread
by Tom Holden 03 Oct '08

03 Oct '08

Someone had some clever acronym based name for us last month, I can't remember what it was though. I suggested "WAG" for Wikipedia Advocacy Group, but "wag" perhaps has unfortunate connotations these days. Anyway, all suggestions are appreciated. Tom

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MoA Discussion Thread
by Tom Holden 03 Oct '08

03 Oct '08

I personally agree with TD's comments on which MoA options we should choose, but perhaps the decision over Clause 5 Option 1 or 2 here: http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1text.pdf is controversial. Do we want to allow directors to: . "enter into a contract for the supply of goods or services to the charity where that is permitted in accordance with, and subject to the conditions in, section 73A of the Charities Act 1993."? . "receive interest on money lent to the charity at a reasonable and proper rate which must be 2% (or more) per annum below the base rate of a clearing bank to be selected by the Directors."? . "receive rent for premises let by the Director to the charity if the amount of the rent and the other terms of the lease are reasonable and proper and provided that such a Director shall withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion."? Again, your comments are appreciated. Tom

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Objectives Discussion Thread
by Tom Holden 03 Oct '08

03 Oct '08

A thrown together set of objects is here: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Objectives Your comments would be appreciated. Things we might want to consider: . Do we want to explicitly mention WMF/Wikipedia? . Do we want to explicitly mention educational goals? Outside this country? . Do we want to explicitly mention advocacy? And anything else. (This thread was created chiefly as a placeholder to start discussion.) Tom

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Mem and Arts suggestions
by Thomas Dalton 03 Oct '08

03 Oct '08

CFP asked me to put my suggestions for the Mem and Arts in an email so people could see them before this evening's meeting (I know it's not long before, sorry!), so here they are. The Charity Commission's models can be found here: http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1text.pdf The versions on meta contain some of these suggestions already (mainly just selecting from the optional bits, I think). (Disclaimer: I have no legal training. These ideas could be completely illegal. If the board implements them and ends up getting in trouble because of them I take no responsibility whatsoever.) Memorandum of Association: Clause 1: The name - bare in mind, there is no legal requirement for charities to have "Limited" in their name. Clause 2: Choose England, it's bigger so gives us more options. Clause 3: Objects - a discussion for another time Clause 5: Choose Option 2 - give ourselves more flexibility, I think we can trust the board to act in good faith so there is no need to shackle them Clause 7: Change £10 to £1 - £1 seems to be pretty common and I see no reason not to set it as low as possible (I don't know if there actually is a minimum, perhaps we could set it to 1p, but I've never seen a charity with it set to less than £1) Article of Association: Article 9: Set the minimum quorum to 10 - that's the least it can be without giving the board a majority, which would kind of defeat the object of having a general meeting Article 30: Something needs to be changed here. As I understand it, this means each candidate for the board is voted on separately and if they get more than 50% support they are elected and once all the seats are full the rest of the candidate luck out. This is bad. I suggest having something in there along the lines of: "In the event that more candidates are elected to the board during a meeting than there are seats available, those elected with the greatest support will be successful. In the event of a tie, the Chair will draw lots." Article 38: I suggest giving the board the power to delegate to committees of members (as opposed to just board members). This would allow the community to be involved in decision making rather than the board doing everything. Examples of possible committees include a committee for the Wikimania bid, a committee for Scotland (and other parts of the country), etc. These committees could be given a budget and a set of objectives and then left to get on with it (reporting back to the board on a regular basis). I'm pretty sure this can be done legally (it's not dissimilar to delegating things to employees), but it probably needs to be worded just right - this is something to ask a solicitor about. Article 49: Choose option 1B, it gives us the most flexibility. I'm not entirely sure where, but something needs to be added to the articles to allow IRC board meetings and notification by email. (The legal definition of a meeting, in the absence of something in the articles to the contrary, requires people to be able to hear and see eachother - full video conferencing is therefore allowed, but IRC isn't.) I would also suggest putting together a rules document at some point (that can wait until the first real board meeting - ie. after incorporation). This would include the maximum size of the board, officers and their roles, procedures for meetings, membership fees, a policy about CRB checks, signatories for bank accounts, process for claiming expenses, etc. And while it's on my mind: If you're going to go with the Committee for Scotland/England/Wales/NI etc. idea, I would suggest having a different class of membership for each region, that would allow the committees to set an extra membership fee, call general meetings of that class of members, hold elections for the committee (run that bit by a solicitor - the board may well need to ratify any such elections). That can all wait until we have enough members for it to make sense to split people up, so probably not something for the initial board to worry about, I just wanted to put the idea in writing while I remembered. Best of luck, I'll try and be around during the meeting if you have any questions. Tango

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Re: [Wikimediauk-l] WMUK Agenda
by Tom Holden 03 Oct '08

03 Oct '08

Sending to the list as this discussion shouldn’t be private. Unless we start getting significant numbers of “too much traffic” complaints, we should be discussing everything publically. (Sorry guys, I don’t mean to be an arse…) Reply to the below, apologies if this sounds a little adversarial, I’m just trying to keep us focussed on what’s important: #1 That was not a formal election and we are not at this point a formal board. Lets leave the bureaucracy behind until it’s legally necessary. #2 Assigning positions beyond those mandated by law (that is to say, secretary) at this point is a bit of a waste of time. We’re a small board and it will generally be more efficient to assign jobs on a case by case basis until after the AGM at which point many of us may no longer be on the board and WMUK can start doing what it was set up to do. Lets not play the “handing out basically meaningless roles” game. #3 Weekly meetings are fine, but they must not become an excuse for delaying decision making until the next meeting. This list and general IRC should be fine for most of the required discussions. The only circumstance when we should be forced to retreat to meetings for decisions is when someone on the board objects to the consensus decision and a board vote is necessary. #4 This can wait a while. Once everything is squared with chapters committee we’ll get an internal wiki and at that point someone can ask JamesF nicely to transfer the domain. (This has been much discussed already.) #5 The MoA and AoA are what we need to discuss. They’ve been talked about a fair bit on this list already, and I got the impression that we’d agreed that we want to basically replicate the changes made by Alison to the original template. If someone (Tango? Alison?) has a list of these changes we can discuss them one by one in the meeting. We also need to discuss the objectives. The objectives list here http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Objectives is currently those of WMUK 1.0 with a few that I shoved on the front last month. None of these have really been discussed. We certainly won’t make a final decision at the meeting (not least because everything has to be run past my tame-barrister and any other legal advice we’re getting), but there’s no reason we can’t have a good bash at a draft by the end of it. The only other thing to discuss is whether there are any strong objections to the voting tallies becoming public. Perhaps this will have to be our first board vote (though since the mini-“electoral commission” are completely independent of us they are not at all obliged to listen to anything we decide on the matter). Tom From: Andrew Turvey [mailto:raturvey@yahoo.co.uk] Sent: 01 October 2008 22:30 To: Kwan Ting Chan; Michael Peel; Mickey Conn; Tom Holden Subject: WMUK Agenda Mickey Conn <mickey.conn(a)gmail.com> said: Some suggestions for the agenda: *Chair, Secretary and Treasurer positions *Timetable *Mem/Arts *Time and date of next meeting What else do we need to ensure we cover? Best, Mickey ==== I think that's the main focus captured #1 I think we should formally note the election results #2 Positions - we've got five people so we could share the load into five jobs: Chair - organising meetings, communicating with community Secy - communicating with Companies House, Tax authorities Treasurer - open bank account, fund raising Membership - promoting membership and processing applications Communications - responding to external queries #3 Timetable / Next meeting I've suggested some changes here: http://meta.wikimedia.org/wiki/Talk:Wikimedia_UK_v2.0/Timeline#Some_Changes Suggest we also set up a schedule of future meetings (weekly?) #3 Board operations Before we get down to discussing substantive business, I suggest we take some time to agree some guidelines on how we're going to be open with the community. My suggestion was: - Meetings open to the community (facility to go in camera if necessary) - Times published in advance - Agendas published in advance - Issues discussed with community on mail list / meta before coming to Board - Minutes of Decisions with reasons published on meta (minus confidential info if appropriate) #4 WMUK v1 Suggest we mandate someone to discuss transfering things over from them (e.g. website) #5 Mem&Arts There hasn't really been much discussion on these, and I personally haven't had a chance to read them in depth. Hence I suggest our discussion on the Mem&Arts at this meeting should be limited to high level principles (e.g. being a CLG) and mandate someone (the secretary?) to lead a discussion on meta / the email list on the main decisions to be made and then bring it back for decision to the next meeting There's my tu'p'orth What do you think?

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Fwd: Wikipedia for Schools (trademark and press)
by Andrew Cates 03 Oct '08

03 Oct '08

Does anyone think we should add something about the new UK chapter of wikimedia in the boilerplate for this press release or is it best to keep seperate? Andrew (BozMo) ---------- Forwarded message ---------- From: Jay Walsh <jwalsh(a)wikimedia.org> Date: Wed, Oct 1, 2008 at 10:27 PM Subject: Re: Wikipedia for Schools (trademark and press) To: Andrew Cates <Andrew(a)soschildren.org> Cc: David Gerard <dgerard(a)gmail.com>, Mike Godwin <mgodwin(a)wikimedia.org>, Elizabeth Rodgers <Elizabeth.Rodgers(a)sos-uk.org.uk>, Erik Moeller <erik(a)wikimedia.org> Hi Andrew, I will discuss here internally about bringing Michael in as the quote or someone internally here with the Foundation. In the meantime, I'd like you to use this boiler plate to describe the Foundation instead of the older text you have: --- The Wikimedia Foundation is the non-profit, 501(c)3 charitable foundation that operates Wikipedia and other free knowledge projects. The Foundation was established by Jimmy Wales in 2003, two years after creating Wikipedia, to build a long-term future for free knowledge projects on the internet. The Foundation, now based in San Francisco, California, maintains the technical infrastructure, software, and servers that allow millions of people every day to freely use Wikipedia and its sister projects. --- I might adjust that based on the final text you're proposing - we'll see how it comes together. Also - is there reason to believe you're using the Alexa trafffic chart for schools-wikipedia.org? Thanks -- Jay Walsh Head of Communications WikimediaFoundation.org +1 (415) 839 6885 x 609 On Sep 30, 2008, at 5:13 AM, Andrew Cates wrote: > Jay, > > Sorry for the delay in replying to this which was a mixture of > technical and life. I think we need to start moving on press releases > etc. > > Here was last year's quote form Anthere: Florence Devouard, chair of > the Wikimedia Foundation, said: "The Wikimedia Foundation aims to > encourage the development and distribution of reference content to the > public free of charge: this project is an excellent example of free > resources being offered to a particular audience which we warmly > encourage, and are proud to support." > > The 2008 Schools Wikipedia is now available for general viewing at > http://schools-wikipedia.org and will be available for download and on > DVD in two weeks time (so we can pick up final bugs). I appreciate we > won't use it but I attach Alexa's traffic graph of "online only" > schools wikipedia traffic versus "entire" citizendium traffic :). Our > draft press release, mainly based on last year (numbers to be > confirmed) coinciding with the availability by download was going to > be: >

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Results of Wikimedia UK board election
by joseph seddon 02 Oct '08

02 Oct '08

On behalf of British community and the election committee, I would like to thank all those who participated in this election. The committee apologises for the delay in getting these results out. Internet access and real life resulted in time not being readily available this weekend and hence the lateness. In total, 27 members of the British community voted in the election, therefore, to reach the 50% requirement, 14 votes in favour of a candidate were required. 5 candidates will head the initial board for Wikimedia UK and be responsible for its set up. Due to only 5 candidates reaching the required 50% vote the board the board will consist of those people. The board members are as follows: KTC AndrewRT CFP Warofdreams Mike Peel. I would like to wish the best of luck to all those who will be responsible, whether board members or not, for making Wikimedia UK a fully functional and successful chapter . In time, feedback will be passed onto the board before the next elections to hopefully improve this process. User:Seddon @ en:wiki Election committee _________________________________________________________________ Make a mini you and download it into Windows Live Messenger http://clk.atdmt.com/UKM/go/111354029/direct/01/

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Detailed results
by Andrew Turvey 02 Oct '08

02 Oct '08

joseph seddon wrote: On behalf of British community and the election committee, I would like to thank all those who participated in this election. The committee apologises for the delay in getting these results out. Internet access and real life resulted in time not being readily available this weekend and hence the lateness. In total, 27 members of the British community voted in the election, therefore, to reach the 50% requirement, 14 votes in favour of a candidate were required. 5 candidates will head the initial board for Wikimedia UK and be responsible for its set up. Due to only 5 candidates reaching the required 50% vote the board the board will consist of those people. The board members are as follows: KTC AndrewRT CFP Warofdreams Mike Peel. I would like to wish the best of luck to all those who will be responsible, whether board members or not, for making Wikimedia UK a fully functional and successful chapter . In time, feedback will be passed onto the board before the next elections to hopefully improve this process. User:Seddon @ en:wiki Election committee ======== Many thanks for your efforts with running this election. I would be interested to see more details of the election results (although I'd understand if you felt it wasn't appropriate to release this), particularly: The results for each of the eight candidates (Yeses, Nos, Abstains) The full list of those who voted (although not, of course, how they voted) Regards, Andrew

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Election results
by Andrew Turvey 01 Oct '08

01 Oct '08

Can I echo everything that Michey Conn said - it was everything I wanted to say and expressed better than I could manage! Thanks to those who voted for me and I hope everyone who's been involved so far can continue to play a full part in the discussions in the months ahead. Regards, Andrew Mickey Conn said: I'm delighted to have been elected and to be part of a board which I believe can make Wikimedia UK 2.0 a reality - more than that, a big success - and will work to ensure that this happens to schedule and in a way which encourages wide participation. Thank you to everyone who voted, who has expressed an interest in the project, or who stood for the board. I hope that everyone will remain involved and will participate in the elections scheduled to be held once the organisation is up and running. I'd also like to thank the election committee for their prompt and diligent administration of the election. If anyone would like to ask me any questions or put their views to me, at any point, please e-mail me at this address, or contact me through my Wikipedia talk page. Finally, I intend to stick by the pledges I made when standing for election. Please feel free to hold me to account if you believe I am doing otherwise! Mickey Conn

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Wikimediauk-l October 2008