Michael Bimmler wrote:
On 3/8/07, Rob Church robchur@gmail.com wrote:
Er, what happened? Did I miss a huge chunk of mailing list discussion or am I just not party to whatever's going on?
You might care to read http://lists.wikimedia.org/pipermail/wikimediauk-l/2007-March/000841.html
Michael
Indeed. I've just switched my email subscription over to my gmail account so I shouldn't have any more problems posting to the list; with that in mind, I'd like to explain further the (edited) email that DG forwarded to the list earlier on my behalf.
The legal entity that is WMUK has been remarkably conspicuous by the lack of activity since its formation a year ago with the very noteable exceptions of a few members of the board of directors - in particular the CEO/Chair, Alison herself. This has been caused by a number of factors, most principally the complete and utter failure of the Treasurer to perform *any* of his assigned duties or to respond to any attempts at contact (this was why the original signing of papers to legally form the company and to open a company bank account was such a farce - the treasurer had failed to contact the bank and neglected to inform the rest of the board of directors), but also a failure of the Company Secretary to respond to attempts to contact him in the past two months (though I understand he has finally responded) and the willful obstruction of the WMF Chapters Coordinator.
This has been further worsened by a marked lackadaisical, sit-on-our-thumbs attitude by the rest of the board of directors who appear to have been quite content to sit back rather than take steps to resolve the situation, including repeatedly failing to attend meetings chaired by the CEO both online and in person with, again, very few noteable exceptions.
Whilst this sort of situation may be deemed acceptable in a voluntary organisation such as Wikipedia itself, it is NOT acceptable in an organisation that is legally registered at Company House and is attempting to seek charitable status. As such, the members of the board of directors have legal responsibilities and duties, and failure to carry out those duties bears legal repercussions.
The CEO has now tendered her resignation, and the overwhelming response seems to be "oh, that's a real shame - so long and thanks for all the work, ta-ta." It seems the directors are all going to sit back and do nothing.
A tender to resign is not an actual resignation. It's a sign that something is very badly wrong within the company and that something needs to be done NOW to deal with it; and that "something" needs to be an EGM of the entire board of directors. This is not a time to allow lazy inertia to carry the company slowly towards self-destruction (with all the legal repercussions that the directors will be jointly and severally responsible for that that will entail), but to heed it as the clarion call it is to DO SOMETHING NOW.
Call an EGM. The Treasurer and Company Secretary MUST be held to account for their failure to discharge their duties. New members must be appointed to the board, and a vote of no confidence taken in the Treasurer so that he can be removed from his position and someone appointed in his place who will actually grasp the very real and serious responsibilities inherant in the position and fulfill it appropriately. The Company Secretary must explain to the board of directors precisely why he has failed to respond to efforts to contact him, why he has failed to carry out those duties he has agreed to, and what steps he intends to take to ensure the situation does not arise again. The board of directors as a whole must discuss precisely WHY events were allowed to proceed to this point in the first place and what will be done to ensure this situation does not arise again.
There can be NO valid excuse for any member of the board of directors not to attend this meeting. There have been far too many excuses and shirked meetings already; the directors have consistently failed to recognise that they are responsible for a legal company and that has to stop NOW.
Whether WMUK survives this or implodes is up to them. They are the ones who will have to account for their inactions to Company House - and to all the people who have increasingly been demanding to know exactly what has been done to take WMUK towards charitable status and complaining about the lack of communication from the directors.
regards, Arkady Rose