CFP asked me to put my suggestions for the Mem and Arts in an email so
people could see them before this evening's meeting (I know it's not
long before, sorry!), so here they are.
The Charity Commission's models can be found here:
The versions on meta contain some of these suggestions already (mainly
just selecting from the optional bits, I think).
(Disclaimer: I have no legal training. These ideas could be completely
illegal. If the board implements them and ends up getting in trouble
because of them I take no responsibility whatsoever.)
Memorandum of Association:
Clause 1: The name - bare in mind, there is no legal requirement for
charities to have "Limited" in their name.
Clause 2: Choose England, it's bigger so gives us more options.
Clause 3: Objects - a discussion for another time
Clause 5: Choose Option 2 - give ourselves more flexibility, I think
we can trust the board to act in good faith so there is no need to
Clause 7: Change £10 to £1 - £1 seems to be pretty common and I see no
reason not to set it as low as possible (I don't know if there
actually is a minimum, perhaps we could set it to 1p, but I've never
seen a charity with it set to less than £1)
Article of Association:
Article 9: Set the minimum quorum to 10 - that's the least it can be
without giving the board a majority, which would kind of defeat the
object of having a general meeting
Article 30: Something needs to be changed here. As I understand it,
this means each candidate for the board is voted on separately and if
they get more than 50% support they are elected and once all the seats
are full the rest of the candidate luck out. This is bad. I suggest
having something in there along the lines of: "In the event that more
candidates are elected to the board during a meeting than there are
seats available, those elected with the greatest support will be
successful. In the event of a tie, the Chair will draw lots."
Article 38: I suggest giving the board the power to delegate to
committees of members (as opposed to just board members). This would
allow the community to be involved in decision making rather than the
board doing everything. Examples of possible committees include a
committee for the Wikimania bid, a committee for Scotland (and other
parts of the country), etc. These committees could be given a budget
and a set of objectives and then left to get on with it (reporting
back to the board on a regular basis). I'm pretty sure this can be
done legally (it's not dissimilar to delegating things to employees),
but it probably needs to be worded just right - this is something to
ask a solicitor about.
Article 49: Choose option 1B, it gives us the most flexibility.
I'm not entirely sure where, but something needs to be added to the
articles to allow IRC board meetings and notification by email. (The
legal definition of a meeting, in the absence of something in the
articles to the contrary, requires people to be able to hear and see
eachother - full video conferencing is therefore allowed, but IRC
I would also suggest putting together a rules document at some point
(that can wait until the first real board meeting - ie. after
incorporation). This would include the maximum size of the board,
officers and their roles, procedures for meetings, membership fees, a
policy about CRB checks, signatories for bank accounts, process for
claiming expenses, etc.
And while it's on my mind: If you're going to go with the Committee
for Scotland/England/Wales/NI etc. idea, I would suggest having a
different class of membership for each region, that would allow the
committees to set an extra membership fee, call general meetings of
that class of members, hold elections for the committee (run that bit
by a solicitor - the board may well need to ratify any such
elections). That can all wait until we have enough members for it to
make sense to split people up, so probably not something for the
initial board to worry about, I just wanted to put the idea in writing
while I remembered.
Best of luck, I'll try and be around during the meeting if you have