Wikimedia UK Annual General Meeting, Sunday 26th April 2009

Statement in support of Resolution 7

The operative text of Resolution 7 reads:

The Members assembled in this Annual General Meeting do hereby resolve by Special Resolution to restrict the powers of the Directors as follows: The Directors may not, except with approval of the Membership by Special Resolution, terminate or amend this Chapter Agreement. 

The following statement has been received from the proposer, Thomas Dalton:

I have proposed this motion because I think that Wiki UK Ltd.'s chapter status is fundamental to its identity and reason for being. It is why it was founded in the first place. For that reason, I think the
Chapter Agreement (which is the legal embodiment of that status) should be given equal status to the Memorandum and Articles of Association (our governing documents). Under the Companies Act 2006, a Special Resolution is required to amend the Memorandum and Articles of Association, so I feel it should also be required to amend/terminate the Chapter Agreement.

I think that the inconvenience of a Special Resolution is minimal. The vast majority of conceivable amendments that will be required will not be of an urgent nature and can wait until the next Annual General Meeting. In the unlikely event of a need for urgent amendment, this can be achieved through an Extraordinary General Meeting or a Written Resolution. It is my understanding that Written Resolutions can be done electronically, making this a relatively simple process.

I feel that the alternative motion, which allows amendments is insufficient to protect the charity since it does not prevent amendments which change the very nature of the agreement. The board having the ability to amend the agreement would also leave them open to pressure from the Wikimedia Foundation, which they would not be under if a Special Resolution were required. While the interests of the Wikimedia Foundation and this charity should coincide the vast majority of the time, it is possible that there will be times when they do not or when there is a difference of opinion over how best to achieve those interests. The Wikimedia Foundation will, inevitably, have significant influence over the running of this charity due to it being the larger partner in many of our activities. This motion would ensure that the Board of Trustees was not put in the difficult position of having to decide between what the membership wants and what the Wikimedia Foundation is trying convince them to do in regards to such an important agreement as the
Chapter Agreement.

Therefore, I urge members to vote in favour of this motion. I also advise you to vote in favour of the alternative, since it is better than nothing in the event that this motion fails.