Thank you to James for posting revised MoA and AoA. It's Table C that refers to companies limited by guarantee and without a share capital - however let's see what it says before making that change.
Once James has got a final legal review of the MoA and AoA and we've had an opportunity to find the deliberate typo he added (or did not add) to see if we're looking, we can sign things. Hurray!
James - I can pop round, or invite you round, or meet you halfway for whenever's convenient. I'm sure at least one other can so that we have at least 3 members/directors to incorporate with. If we can't get the others straightaway, we can co-opt them as soon as we're incorporated - then we can get things moving towards applying to the Charities Commission. I see no need for another meeting to agree what we've already agreed - let's use the next meeting to progress the project further.
I'll be looking for suitable banks and preparing a (guessed) draft start-up budget to help.
Let's get this baby born and on the road!
Jon
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Hi all,
I'm sure at least one other can so that we have at least 3 members/directors to incorporate with. If we can't get the others straightaway, we can co-opt them as soon as we're incorporated - then we can get things moving towards applying to the Charities Commission. I see no need for another meeting to agree what we've already agreed - let's use the next meeting to progress the project further.
This is a non-caffeine-fueled "NO NO NO!" I'm afraid. Ideally we want *everyone* who is going to be formally active for Wikimedia UK to have completed their space on the forms and to have signed the last sheet of the AoA and MoA (everyone doesn't have to sign at the same time) before the forms are submitted to Companies House.
Otherwise ...
We have to wait for the paperwork to return from the incorporation, then the directors who *are* named have to meet and have a minuted meeting which does such things as are needed at a first meeting and *that meeting* can appoint new directors (which are then submitted on the appropriate paperwork or web page to CH), so that we end up with a *longer* delay until everyone is 'on board' in the formal sense. Only the legally-recognised "legal person" that will be the registered company can do this.
There is also the further aspect that the more names on an AoA/MoA the more peole will accept it as a "serious" business and treat it as such. It will be to our benefit in the longer run therefore. We might also get questions as to why people who were added to the management team in week one weren't on the founding paperwork (ie. were we/they trying to hide something?)
Alison
Let's get this baby born and on the road!
The thing about creating something that has a legal existence whcih is separate to those of the people who create it (unlike a baby for the first 16 years) is that a company controls its own life from day 1. Getting things right before day 1 is therefore a *very good thing* :-)
Hello,
I have a stupid question...
Are you planning to have the bylaws visible by the WMF before creating the association ? If so, where can we see them ?
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
If a chapter, I think the Foundation should be not only informed on the bylawys, but should also approve them. If it is an independant association, likely not. But if so, we'll have to do a formal review to see whether you may use names or logos.
What is planned about that ? Just asking because I heard very little of it.
Ant
Jon wrote:
Thank you to James for posting revised MoA and AoA. It's Table C that refers to companies limited by guarantee and without a share capital - however let's see what it says before making that change.
Once James has got a final legal review of the MoA and AoA and we've had an opportunity to find the deliberate typo he added (or did not add) to see if we're looking, we can sign things. Hurray!
James - I can pop round, or invite you round, or meet you halfway for whenever's convenient. I'm sure at least one other can so that we have at least 3 members/directors to incorporate with. If we can't get the others straightaway, we can co-opt them as soon as we're incorporated - then we can get things moving towards applying to the Charities Commission. I see no need for another meeting to agree what we've already agreed - let's use the next meeting to progress the project further.
I'll be looking for suitable banks and preparing a (guessed) draft start-up budget to help.
Let's get this baby born and on the road!
Jon
Win a BlackBerry device from O2 with Yahoo!. *Enter now* http://us.rd.yahoo.com/mail/uk/taglines/default/mobile_o2/*http://www.yahoo.co.uk/blackberry.
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
On 1/19/06, Anthere Anthere9@yahoo.com wrote:
Hello,
I have a stupid question...
Are you planning to have the bylaws visible by the WMF before creating the association ? If so, where can we see them ?
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
If a chapter, I think the Foundation should be not only informed on the bylawys, but should also approve them. If it is an independant association, likely not. But if so, we'll have to do a formal review to see whether you may use names or logos.
What is planned about that ? Just asking because I heard very little of it.
Ant
Certainly, the discussion has been very legalistic and internal thus far, but I would definitely like Wikimedia UK to be a chapter of the Wikimedia foundation (and I assume everyone else involved does too). It would seem premature to incorporate if this dimension has not been worked out, even if we've got something that will work in UK legal terms (though I suppose everyone involved would hope that this approval won't take too long as well.) As Chris has pointed out, the Memorandum and Articles of Association (available from http://meta.wikimedia.org/wiki/Wikimedia_UK ) have been our working documents for a while now, but now I'm confused - are these not our "bylaws"?
Cormac
On 1/19/06, Anthere Anthere9@yahoo.com wrote:
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
What are the implications of being a an official chapter? If it means being suable in place of the WMF, we very expressly do not want to be a chapter. If it does not, I don't see any harm. As to the names and logos, I believe it has always been the intention that the organisation incorporate as "Wiki Educational Resources" (well, that as opposed to Wikimedia UK), and then to agree a licensing arrangement with the Foundation proper after that for use of the name (i.e. to be "trading as") and logos.
Please correct me if I'm wrong.
-- Sam
I think that this is an important point, as this could be the outcome for the German chapter (see http://yro.slashdot.org/article.pl?sid=06/01/19/2056252). We would not want to be sued for someting considered unsuitable for the UK, for example linking to a transcript of the Camillagate conversation from http://en.wikipedia.org/wiki/Camillagate.
On 1/20/06, Sam Korn smoddy@gmail.com wrote:
On 1/19/06, Anthere Anthere9@yahoo.com wrote:
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
What are the implications of being a an official chapter? If it means being suable in place of the WMF, we very expressly do not want to be a chapter. If it does not, I don't see any harm. As to the names and logos, I believe it has always been the intention that the organisation incorporate as "Wiki Educational Resources" (well, that as opposed to Wikimedia UK), and then to agree a licensing arrangement with the Foundation proper after that for use of the name (i.e. to be "trading as") and logos.
Please correct me if I'm wrong.
-- Sam _______________________________________________ Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
On 1/20/06, Chris chris@queensbury.org.uk wrote:
I think that this is an important point, as this could be the outcome for the German chapter (see http://yro.slashdot.org/article.pl?sid=06/01/19/2056252 ). We would not want to be sued for someting considered unsuitable for the UK, for example linking to a transcript of the Camillagate conversation from http://en.wikipedia.org/wiki/Camillagate .
UK libel laws were, for a long time, the reason that no UK chapter was created.
-- Sam
Sam Korn wrote:
On 1/19/06, Anthere Anthere9@yahoo.com wrote:
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
What are the implications of being a an official chapter? If it means being suable in place of the WMF, we very expressly do not want to be a chapter. If it does not, I don't see any harm.
Hi
It might be worth checking with our lawyers, but from what I heard, the various situations of the different current chapters (the french clearly is an official branch; the german does not seem to be according to their bylaws) do not seem to make much difference.
Ant
As to the names and
logos, I believe it has always been the intention that the organisation incorporate as "Wiki Educational Resources" (well, that as opposed to Wikimedia UK), and then to agree a licensing arrangement with the Foundation proper after that for use of the name (i.e. to be "trading as") and logos.
Please correct me if I'm wrong.
-- Sam _______________________________________________ Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
At 13:18 +0100 19/1/06, Anthere wrote:
Hello,
I have a stupid question...
Are you planning to have the bylaws visible by the WMF before creating the association ? If so, where can we see them ?
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
If a chapter, I think the Foundation should be not only informed on the bylawys, but should also approve them. If it is an independant association, likely not. But if so, we'll have to do a formal review to see whether you may use names or logos.
What is planned about that ? Just asking because I heard very little of it.
If we incorporate (as a company limited by guarantee), and become a charity we can claim "Gift Aid", which means donations will increase by 28% in value from UK Income Tax and Capital Gains Tax paid by UK residents who donate. The bylaws, used by other Chapters cannot be used to form such an association, since we are bound by UK legislation. We would have to adopt the bylaws, modified no doubt.
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Jon wrote:
It's Table C that refers to companies limited by guarantee and without a share capital - however let's see what it says before making that change.
The addition that I can find for the text is to insert the following at the start of the AoA before the first clause:
| The regulations contained in Table C in the Schedule to the Companies | (Tables A to F) Regulations 1985 in force at the time of adoption of | these Articles (a copy of such Table being attached to these Articles | and hereinafter called "Table C") shall apply to the Society save in | so far as they are excluded or varied by these Articles and such | regulations (save as so excluded and varied) and these Articles shall | be the regulations of the Society.
Table C itself is proving somewhat illusive for me to track down through the Internet, though pretty much the entirety of the /rest/ (typical) of the CA 1985 is available from:
http://britlaw.free.fr/company/companies_act_1985.htm
Are we happy to proceed with this in the AoA anyway?
Once James has got a final legal review of the MoA and AoA and we've had an opportunity to find the deliberate typo he added (or did not add) to see if we're looking, we can sign things. Hurray!
And the WMF Board has given its approval. I'm about to officially request that.
[Snip]
Yours, - -- James D. Forrester Wikimedia : [[W:en:User:Jdforrester|James F.]] E-Mail : james@jdforrester.org IM (MSN) : jamesdforrester@hotmail.com
For the preamble, add to the start of the Articles:
1 Preliminary 1.1 The Regulations in Table C in the Schedule to the Companies (Tables A to F) Regulations 1985 as that Schedule was in force on the date of adoption of these Articles (hereinafter called "Table C") shall apply to the Company save to the extent that they are excluded by or are inconsistent with any of these Articles.
Also, a form of words for the "anything else" clause could be
X.X To undertake and carry on any other business which may seem to the Company capable of being conveniently carried on in connection with any of the above specified objects, or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights, and to conduct and carry on any part of the Company's business as a separate concern, and to employ in any such separate business any particular part of the Company's capital, and to keep separate capital and income accounts of any such separate part of the Company's business and so far as any separate part of the business is the business of an investment or trust company, or of a nature similar thereto, to receive and keep separate the dividends, income, profit, bonuses and advantages of every description from time to time payable or receivable in respect of the Company's investments, and to divide the excess of current receipts over current expenditure relating to such separate part without regard to any fixed capital that may be sunk or lost, or to the loss of capital in any other part of the Company's business.
I've also found reference to a definition:
"Electronic communication" means the same as in the Electronic
Communications Act 2000
also, for safety, at the end of the definitions the para
Unless the context otherwise requires, words or expressions contained in
these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Company.
should be added.
Alison
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