On Mon, 2 Jan 2006, James D. Forrester wrote:
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.
Possibly. The thing is, a great deal of the point behind Wikimedia UK is
to raise money for grants to give organisations for charitable purposes
(the Wikimedia Foundation would likely be the main beneficiary, yes, but
certainly not the only one), and in such circumstances, the Treasurer is
going to be absolutely vital; as we're quite a geographically spread-out
organisation, it would be very hard to have the entirety of the
Directors all "in the loop" 100% on every detail at every moment,
whereas a Treasurer would necessarily be involved in everything of that
sort, and so be a final authority.
How about adding something to Clause 31 saying that any Director can be
removed by the rest of the Directors in a vote in a DM? That would allow
unhelpful Treasurers to be replaced quite easily.
Would it not be prudent to add something to allow members to get rid of a
director or directors who are going against the aims? Off the top of my
head perhaps, (assuming director A is the one they want to remove) - a
petetion of <a large number of> members is handed to at least two other
directors requiring that the directors call an SGM to vote on whether
director A should be removed from their posistion. If this vote is refused
then all the directors forfeit their position as directors and the
petioning members call the SGM to elect a new set of directors.
AND/OR a director can be removed if at least <20 members or 75% of members
at a quorate meeting, except were 20 members exceeds 75% of the total
members entitled to vote] vote to do so. If any director is removed by
this method a further quorate meeting must be held in 2-8 weeks time to
vote in a replacement director.
The idea is that members can remove a director without the agreement of
the other directors but it takes a lot of effort to do so. Hopefully this
allows the members to remove directors that are going against the will of
the organisation but makes it very difficult for a faction of the members
to take over the organisation. It would need re-wording into official
language of course - if we agree we want it.
Electronic signatures as specified as legally binding
under UK law are
quite (read: very) complicated, and, as discussed, I don't think we want
fax signatures to be used. What are others' opinions?
The only benefit to faxed signatures is the speed at which they arrive.
For example Defra does not normally use them (but there are exceptions),
but they were used extensively during the FMD outbreak. I presume that
electronic signatures are the same.
I would suggest that for simplicity we do not allow faxed/electronic
signatures under normal circumstances. However, there may be occasions
where speedy is of the essence (perhaps to meet the deadline of an
external organisation), so we /might/ want to allow them in specific
instances. The procedure for allowing them could be as simple as getting
the agreement of at least half the directors in a logged IRC meeting to
allow them for X project or allow Y member to use them (for Z amount of
time). I do not currently participate in IRC (I have never managed to get
it working) so I don't know how realistic this would be.
I know this does introduce a bit of complexity, but knowing the way that
some charities and grant-making organisations (partiuclarly local
authorities) behave when they approach the end of their budget year and
find they've been over/under cautious, I feel it would be unwise to rule
it out completely. There is also the possibility that in the future
electronic signatures could be a less complicated matter.
Above all I think that we need a face-to-face meeting to discuss all of
these changes. Someone (Gordon?) was keen to have it either on the 7th/8th
or 14th/15th of January so we are not limiting ourselves timewise like we
would be before the Birmingham meetup on the 21st.
As the first week back after Christmas for many people is liekly to be
hectic and/or stressful (I know mine will be) I suggest that we give
people the first weekend to recuperate. So could someone organise a venue
for either the 14th or 15th of January in London (as peopel seem to prefer
this) - perhaps the meeting room of the Royal Oak again?
Chris McKenna (User:Thryduulf)
The essential things in life are seen not with the eyes,
but with the heart
Antoine de Saint Exupery