Michael Bimmler wrote:
On 3/8/07, Rob Church <robchur(a)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