I'm concerned that there is confusing messages about how decisions are made.
In one thread it has been stated that the community will decide (a general comment).
In another thread it is stated that the board will decide (about CRB checks specifically).
I think there needs to be some clarity on this issue. The community will soon be asked to vote on an initial board. If this board is to have full decision making power then that will affect the vote.
Ross
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
I'm concerned that there is confusing messages about how decisions are made.
In one thread it has been stated that the community will decide (a general comment).
In another thread it is stated that the board will decide (about CRB checks specifically).
I think there needs to be some clarity on this issue. The community will soon be asked to vote on an initial board. If this board is to have full decision making power then that will affect the vote.
Legally speaking, the board has complete decision making power and there is no way for the community to restrict that (before becoming members, at least). The board ought to follow the wishes of the community, but at the end of the day they are legally obliged to act in the way they personally think is in the best interests of the charity, so they must have the power to override the community otherwise they can't do their jobs.
Anyway, most of the decisions we're making now are about how to run the election, so those decisions won't be relevant once the board is elected.
Thomas Dalton wrote:
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
I'm concerned that there is confusing messages about how decisions are made.
In one thread it has been stated that the community will decide (a general comment).
In another thread it is stated that the board will decide (about CRB checks specifically).
I think there needs to be some clarity on this issue. The community will soon be asked to vote on an initial board. If this board is to have full decision making power then that will affect the vote.
Legally speaking, the board has complete decision making power and there is no way for the community to restrict that (before becoming members, at least). The board ought to follow the wishes of the community, but at the end of the day they are legally obliged to act in the way they personally think is in the best interests of the charity, so they must have the power to override the community otherwise they can't do their jobs.
Yes, I realise that. I'm concerned about the mixed messages that's all.
What you appear to be saying is that the board undertakes to respect the wishes of the community and will consult with the community in all decisions. However, the board reserves the right to make decisions that are not necessarily the same as the wishes of the community in situations where the WM-UK will be better served.
Is that correct?
An example where such a situation may arise is in the area of CRB checks where (ignoring legality for a moment) the board may decide CRB checks are required even if a majority of the community feel they are not.
A second example may be in the acceptance of membership.
(please don't think I'm implying anything here, I'm merely trying to ensur that clarity exists)
Anyway, most of the decisions we're making now are about how to run the election, so those decisions won't be relevant once the board is elected.
The results of the election will appoint a body with the power to make decisions on behalf of the community. This is a requirement of UK law and therefore not negotiable.
As far as I can see, the community has no ability to remove that power since there are no bye laws in place at the time of the election.
Again, let me stress, I'm not saying that anyone is going to abuse that power, I'm merely saying they could. This concerns me as I know of a number of communities who have imploded completely as there was no way to remove a rogue element of the board.
It is much safer, IMHO, to put a mechanism in place *prior* to the election for the removal of a rogue element of the board. One that has a very public history is Mambo/Joomla.
Providing such safeguards could save a great deal of pain in the future for a small amount of effort now (of course it is unlikely to be needed, it's a bit like deciding how much insurance to pay for).
I'd suggest that something simple will do for the interim board, say 75% of voting members and/or a majority of board members. Or perhaps there is a model you can adopt from one of the other successful chapters.
Ross
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
As far as I can see, the community has no ability to remove that power since there are no bye laws in place at the time of the election.
Again, let me stress, I'm not saying that anyone is going to abuse that power, I'm merely saying they could. This concerns me as I know of a number of communities who have imploded completely as there was no way to remove a rogue element of the board.
It is much safer, IMHO, to put a mechanism in place *prior* to the election for the removal of a rogue element of the board. One that has a very public history is Mambo/Joomla.
There is no legal way to enforce this.
Providing such safeguards could save a great deal of pain in the future for a small amount of effort now (of course it is unlikely to be needed, it's a bit like deciding how much insurance to pay for).
I'd suggest that something simple will do for the interim board, say 75% of voting members and/or a majority of board members. Or perhaps there is a model you can adopt from one of the other successful chapters.
Ross
The fall back is that the foundation makes it clear it will not give the current board the permission to use the trademarks then we start again.
geni wrote:
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
As far as I can see, the community has no ability to remove that power since there are no bye laws in place at the time of the election.
Again, let me stress, I'm not saying that anyone is going to abuse that power, I'm merely saying they could. This concerns me as I know of a number of communities who have imploded completely as there was no way to remove a rogue element of the board.
It is much safer, IMHO, to put a mechanism in place *prior* to the election for the removal of a rogue element of the board. One that has a very public history is Mambo/Joomla.
There is no legal way to enforce this.
True. This is another case (like histories of decisions) where having documented evidence of the intent can smooth a bumpy road. However, it won't necessarily solve the problem.
Providing such safeguards could save a great deal of pain in the future for a small amount of effort now (of course it is unlikely to be needed, it's a bit like deciding how much insurance to pay for).
I'd suggest that something simple will do for the interim board, say 75% of voting members and/or a majority of board members. Or perhaps there is a model you can adopt from one of the other successful chapters.
Ross
The fall back is that the foundation makes it clear it will not give the current board the permission to use the trademarks then we start again.
Do you mean the foundation has the right to withdraw its support if it feels the board is dysfunctional? I guess this is the kind of thing could already be in place.
If so I can see it working well. It is the stick with which the community can beat the board and is, in reality, more effective than a policy for removal.
Thanks
Ross
Do you mean the foundation has the right to withdraw its support if it > feels the board is dysfunctional?
I believe it has the right to withdraw the permission of the board to use the wikimedia name. _________________________________________________________________ Discover Bird's Eye View now with Multimap from Live Search http://clk.atdmt.com/UKM/go/111354026/direct/01/
2008/9/10 joseph seddon life_is_bitter_sweet@hotmail.co.uk:
Do you mean the foundation has the right to withdraw its support if it feels the board is dysfunctional?
I believe it has the right to withdraw the permission of the board to use the wikimedia name.
Yes, per the agreement. This is in case a chapter dies or goes rogue.
- d.
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Do you mean the foundation has the right to withdraw its support if it feels the board is dysfunctional? I guess this is the kind of thing could already be in place.
The foundation has the right to withdraw support because it is Wednesday. They could certainly do so in the case of a dysfunctional board.
geni wrote:
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Do you mean the foundation has the right to withdraw its support if it feels the board is dysfunctional? I guess this is the kind of thing could already be in place.
The foundation has the right to withdraw support because it is Wednesday. They could certainly do so in the case of a dysfunctional board.
:-)
Thanks, as I said, that's much better than my suggestion.
Ross
2008/9/10 geni geniice@gmail.com:
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Do you mean the foundation has the right to withdraw its support if it feels the board is dysfunctional? I guess this is the kind of thing could already be in place.
The foundation has the right to withdraw support because it is Wednesday. They could certainly do so in the case of a dysfunctional board.
That would depend on the nature of the contract we end up having with them - at the very least, I would expect there to be a notice period.
Thomas Dalton wrote:
2008/9/10 geni geniice@gmail.com:
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Do you mean the foundation has the right to withdraw its support if it feels the board is dysfunctional? I guess this is the kind of thing could already be in place.
The foundation has the right to withdraw support because it is Wednesday. They could certainly do so in the case of a dysfunctional board.
That would depend on the nature of the contract we end up having with them - at the very least, I would expect there to be a notice period.
Sure. The important thing is (for me) that it provides a stick for the community in the unlikely event that there is a problem .
Having that stick will force the board to respect the wishes of the community. In software communities (which is where I am most comfortable) the stick is the ability to fork the code. That's not the case here.
My concerns have been alleviated and I've signed up as a potential guarantor member.
Ross
Sure. The important thing is (for me) that it provides a stick for the community in the unlikely event that there is a problem .
Having that stick will force the board to respect the wishes of the community. In software communities (which is where I am most comfortable) the stick is the ability to fork the code. That's not the case here.
Indeed - the foundation does have the power (eventually) to let a new chapter take over even without the consent of the old one. That is, effectively, a fork, it just requires more paperwork!
My concerns have been alleviated and I've signed up as a potential guarantor member.
Excellent news!
On Wed, Sep 10, 2008 at 8:37 AM, geni geniice@gmail.com wrote:
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Do you mean the foundation has the right to withdraw its support if it feels the board is dysfunctional? I guess this is the kind of thing could already be in place.
The foundation has the right to withdraw support because it is Wednesday. They could certainly do so in the case of a dysfunctional board.
The relationship between Wikimedia UK and the WMF is one that people need to be aware of, but isn't one that people need to be afraid of. We (Chapcom) has a long history of allowing groups to organize in the way that makes the most sense for them, and running their charities in the way that they choose. I'm not saying it's impossible for us to rescind your chapters status, I'm just saying that it's not the kind of thing we do because it's a wednesday. Dont worry about us, if you set yourselves up in a good way for you, we'll probably be fine with it (minus the details, of course).
--Andrew Whitworth
The relationship between Wikimedia UK and the WMF is one that people need to be aware of, but isn't one that people need to be afraid of. We (Chapcom) has a long history of allowing groups to organize in the way that makes the most sense for them, and running their charities in the way that they choose. I'm not saying it's impossible for us to rescind your chapters status, I'm just saying that it's not the kind of thing we do because it's a wednesday. Dont worry about us, if you set yourselves up in a good way for you, we'll probably be fine with it (minus the details, of course).
We're not worried about you, we're reliant on you to use those powers to make sure we don't have another failed attempt dragging on for years.
2008/9/10 Thomas Dalton thomas.dalton@gmail.com:
We're not worried about you, we're reliant on you to use those powers to make sure we don't have another failed attempt dragging on for years.
And I stress again, WMUK v1's Epic Fail was not scoring charitable status. Board elections, CRB check requirements etc are utterly trivial compared to this one.
- d.
And I stress again, WMUK v1's Epic Fail was not scoring charitable status. Board elections, CRB check requirements etc are utterly trivial compared to this one.
I'd say a key point of its failure was that it didn't get membership sorted out so there was no accountability. Had there been a membership body able to replace the board then the board would either have had to get on and sort out the problems (I very much doubt they were insurmountable - there are 1000s of charities in the UK and they all managed just fine) or they would have been replaced by a board that would. If the new chapter can sort out membership, then the community can take charge and see to it that things work out.
PS Why couldn't v1 get charitable status? All it requires is one letter to HMRC... I thought the problems were with bank accounts.
2008/9/10 Thomas Dalton thomas.dalton@gmail.com:
PS Why couldn't v1 get charitable status? All it requires is one letter to HMRC... I thought the problems were with bank accounts.
I don't understand the details and don't pretend to really. Alison?
- d.
On Wed, September 10, 2008 16:11, David Gerard wrote:
2008/9/10 Thomas Dalton thomas.dalton@gmail.com:
PS Why couldn't v1 get charitable status? All it requires is one letter to HMRC... I thought the problems were with bank accounts.
I don't understand the details and don't pretend to really. Alison?
James was the one who hit this particular buffer. We had all the paperwork for the Commissioners ready to go and completed *except* for one requirement. This requirement wasn't something that could be sent on later. That one datum was the bank account details.
*Why* the Charities Commissioners particularly needed details of the bank account I never quite worked out, given I'd have thought it was about the Group (Corporate, individuals) structure and involvement, but they do and, as we didn't have the details to put on the form, it wasn't sent on.
We had in place all the structures that people are now re-discussing (though "re-inventing the wheel" when some of the applicable laws have changed in different extents makes sense) and though I - and the other people who have worked on WMUK(v1) wpuld much rather be able to be in a position where we can say "We done this!", as David has said a number of times, we've got to the point of 'burn out' on going around the loop many times without success (or as I think of it, "Can I stop hitting my head on this big hard brick thing now plskkthxgdby").
Given WER was rejected for bank accounts at least twice (might have been more) it is clearly better that something other than WER Ltd tries the next time around as otherwise records will be looked at again and probably declined, such is the way of the British banking system. "You are in a little maze of twisting passages, all different" applies.
btw, re Ross' "Yes, but the initial board will be voted into place before the company is formed. So company law does not apply to that initial board." Company Law applies to *all* Boards, no question whatsoever. Someone who is the signatory to the founding documents (AoA,MoA) of a Company is bound by those documents in every sense of the word and is obliged, by law, to act in the best interests of the Company (not, note, the people who put them in that position).
On the getting rid of Board members, take a look at WER documents and you will see that I put in mechanisms to do so (and also protections for Board members too), indeed WER Ltd made use of these provisions to remove the first (non-functioning-and-completely-AWOL) Treasurer.
On the 'physicality' front for meetings, etc. again we took great care to ensure WER/WMUKv1 had the powers to do this and defined it to permit ways that the default presumption of online/electronically doesn't.
On Andrew's "I think it could be described as an "interim" board because it will only last three months and wont be doing much of substance." Be careful here; This first Board will be the one setting up relationships with banks and the Charity Commissioners, and as such they are *totally* doing things "of substance". The success or otherwise of WMUKv2 will be based on the capabilities, qualities, and backgrounds (financial and otherwise) of the individuals who form that first Board. I would also suggest that while "three months" is a great target to aim for (WMUKv1 intended a similar schedule) you really don't want to change the people involved part-way through the paperwork and it might very likely take longer than three months to get that paperwork completed and the Company recognised as a Charity.
Alison
2008/9/10 Alison Wheeler wikimedia@alisonwheeler.com:
On Wed, September 10, 2008 16:11, David Gerard wrote:
2008/9/10 Thomas Dalton thomas.dalton@gmail.com:
PS Why couldn't v1 get charitable status? All it requires is one letter to HMRC... I thought the problems were with bank accounts.
I don't understand the details and don't pretend to really. Alison?
James was the one who hit this particular buffer. We had all the paperwork for the Commissioners ready to go and completed *except* for one requirement. This requirement wasn't something that could be sent on later. That one datum was the bank account details.
I'm not talking about the Charity Commission, I'm talking about registering for tax-exempt status with HMRC, that's all you need until you have a £5000 income.
It is much safer, IMHO, to put a mechanism in place *prior* to the election for the removal of a rogue element of the board. One that has a very public history is Mambo/Joomla.
There is no legal way to enforce this.
True. This is another case (like histories of decisions) where having documented evidence of the intent can smooth a bumpy road. However, it won't necessarily solve the problem.
Remember, we're not actually trusting the people we elect with anything because there is nothing to trust them with. The organisation doesn't exist yet. If it all goes wrong, we don't need them to stand down because there is nothing actually to stand down from, we can just start again. It's only once the chapter exists that there is an issue and once the chapter exists there will be a means by which board members can be removed (well, they can be not re-elected at the next AGM, we could put some kind of vote of no-confidence clause in the articles [or other bylaws] if we decided to, but there isn't one by default). The only situation in which we would have a problem is if the board gets as far as signing an agreement with WMF but doesn't get as far as allowing members to join so they can attend an AGM (yes, this is precisely what happened last time, so it's certainly not impossible, but I think much has been learnt since then).
2008/9/10 Ross Gardler ross.gardler@oucs.ox.ac.uk:
It is much safer, IMHO, to put a mechanism in place *prior* to the election for the removal of a rogue element of the board. One that has a very public history is Mambo/Joomla.
2008/9/10 geni geniice@gmail.com
There is no legal way to enforce this.
IANAL but can a board-member of a company not be forced to resign due to vote of no-confidence or similar at an EGM? And can it not be written into the governing docs of the company that an EGM is to be held at the request of n% of the board or m% of members?
James Hardy wrote:
2008/9/10 Ross Gardler <ross.gardler@oucs.ox.ac.uk <mailto:ross.gardler@oucs.ox.ac.uk>>: > It is much safer, IMHO, to put a mechanism in place *prior* to the > election for the removal of a rogue element of the board. One that has a > very public history is Mambo/Joomla.2008/9/10 geni <geniice@gmail.com mailto:geniice@gmail.com>
There is no legal way to enforce this.IANAL but can a board-member of a company not be forced to resign due to vote of no-confidence or similar at an EGM? And can it not be written into the governing docs of the company that an EGM is to be held at the request of n% of the board or m% of members?
Yes, but the initial board will be voted into place before the company is formed. So company law does not apply to that initial board.
Ross
IANAL but can a board-member of a company not be forced to resign due to vote of no-confidence or similar at an EGM? And can it not be written into the governing docs of the company that an EGM is to be held at the request of n% of the board or m% of members?
Yes, but the initial board will be voted into place before the company is formed. So company law does not apply to that initial board.
Indeed, the initial board will be the ones that have the final decision on what the governing documents say (since they are the ones signing them), so there is no way for the community to have any legal power over them.
Also, if memory serves the model docs don't have anything about no-confidence votes. One third of the board has to resign at each AGM, but only the board can get rid of a board member if it's not their turn to resign. That gives a balance between keeping the board accountable to the membership and avoiding the chaos that would be caused by the membership deciding to get rid of the whole board at one time. I would recommend keeping that bit of the docs how it is, but I see no reason why we couldn't introduce no-confidence votes if it was so decided.
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