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.
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.
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.
L: I’d support a range of something like 3 to 10 or 1/10th, whichever is highest.
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.
[mailto:email@example.com] On Behalf Of Andrew Turvey
Sent: 04 October 2008 13:58
Subject: [Wikimediauk-l] Mem&Arts - Summary
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
1) Option 1 - Consensus View
2) Option 2 - Consensus View
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
B: Location of Registered Office
1) England & Wales - Consensus is this one as most people are based here
2) Scotland/N Ireland
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
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
1) Standard clauses - No objections to these
1) Expanded definition of "address" to allow for notices on wikimedia talk
This is a minor change I have raised on meta at
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
(I've put some suggested text for (2) at
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
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
no consensus yet
L: Number of Directors
1) Standard number (at least 3 but no maximum)
2) Fixed number (changeable with 75% membership vote)
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
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
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
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.
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"
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?
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:
This would be particularly significant if our election procedure was implemented through
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