C: Objects:

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 http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Objectives&oldid=1215105)
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

E: Membership

1) Standard clauses - No objections to these

Articles:

F: Interpretation

1) Expanded definition of "address" to allow for notices on wikimedia talk pages

This is a minor change I have raised on meta at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Interpretation.

G: Members

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 consensus yet

(I've put some suggested text for (2) at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Classes_of_Membership.)

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 hours beforehand

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 http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Directors.
no consensus yet

L: Number of Directors

1) Standard number (at least 3 but no maximum)
2) Fixed number (changeable with 75% membership vote)
3) Range

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 incorporation)

M: Re-election

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

N: Co-option

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 http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Proceedings_of_Directors.

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.

Q: Delegation

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"

R: Indemity:

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?

S: Rules:

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: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Rules.

This would be particularly significant if our election procedure was implemented through Board Rules.


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 contribute

Regards,