Ok, it's official, solicitors charge way too much (anyone particularly surprised?). I've just got a rough budget from a solicitor specialising in charities and for them to have a "light touch involvement" in us getting registered with the appropriate authorities will cost "between £1200 to £1500 (plus VAT)" (given their hourly rates, that comes to about 6 hours work, God knows how they call that "light touch" - it's just a few modifications to the models and a couple of forms!). I think we'll have to do it ourselves, hope we don't make any particularly serious mistakes and just find someone to witness it (which is what WER did, I believe - it seems the only way).
My barrister friend has agreed to look over the AoA and MoA for us at least, but it's not his area of speciality and he wouldn't be covered under his legal indemnity insurance, so we should view it as completely informal, unofficial advice. But still, better than nothing I imagine.
Tom
-----Original Message----- From: wikimediauk-l-bounces@lists.wikimedia.org [mailto:wikimediauk-l-bounces@lists.wikimedia.org] On Behalf Of Thomas Dalton Sent: 22 September 2008 18:51 To: wikimediauk-l@lists.wikimedia.org Subject: [Wikimediauk-l] We can't afford solicitors
Ok, it's official, solicitors charge way too much (anyone particularly surprised?). I've just got a rough budget from a solicitor specialising in charities and for them to have a "light touch involvement" in us getting registered with the appropriate authorities will cost "between £1200 to £1500 (plus VAT)" (given their hourly rates, that comes to about 6 hours work, God knows how they call that "light touch" - it's just a few modifications to the models and a couple of forms!). I think we'll have to do it ourselves, hope we don't make any particularly serious mistakes and just find someone to witness it (which is what WER did, I believe - it seems the only way). _______________________________________________ Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
2008/9/22 Tom Holden thomas.holden@gmail.com:
My barrister friend has agreed to look over the AoA and MoA for us at least, but it's not his area of speciality and he wouldn't be covered under his legal indemnity insurance, so we should view it as completely informal, unofficial advice. But still, better than nothing I imagine.
Much better than nothing - good work!
Thomas Dalton wrote:
Ok, it's official, solicitors charge way too much (anyone particularly surprised?).
Yes, I am.
I've been involved with not-for-profits in the past and never had a problem with this (although I've never dealt with the legal stuff myself).
Given time it is likely you will find a solicitor who is willing to look over things for you at a vastly reduced rate in return for being associated with the chapter. in my experience it is normal to have a solicitor and an accountant on the board for precisely this reason.
Take your time and don't rush things. This way you have plenty of time for planning and, where necessary, fund raising.
Speaking personally, I would not be very unhappy with a "do it ourselves" approach, especially when coupled with the phrase "and hope we don't make any particularly serious mistakes". If you don't have the skills don't attempt it. This is a serious business.
Ross
Ross Gardler wrote:
Speaking personally, I would not be very unhappy with a "do it ourselves" approach, especially when coupled with the phrase "and hope we don't make any particularly serious mistakes". If you don't have the skills don't attempt it. This is a serious business.
That firs sentence should not have a double negative I *would* be very unhappy with an amateur approach to the legal affairs of the chapter.
Ross
At 10:16 +0100 23/9/08, Ross Gardler wrote:
Ross Gardler wrote:
Speaking personally, I would not be very unhappy with a "do it ourselves" approach, especially when coupled with the phrase "and hope we don't make any particularly serious mistakes". If you don't have the skills don't attempt it. This is a serious business.
That firs sentence should not have a double negative I *would* be very unhappy with an amateur approach to the legal affairs of the chapter.
Ross
Not sure why we don't just clone the old MoA and AoA...
Would anybody object?
Gordo
Gordon Joly wrote:
At 10:16 +0100 23/9/08, Ross Gardler wrote:
Ross Gardler wrote:
Speaking personally, I would not be very unhappy with a "do it ourselves" approach, especially when coupled with the phrase "and hope we don't make any particularly serious mistakes". If you don't have the skills don't attempt it. This is a serious business.
That firs sentence should not have a double negative I *would* be very unhappy with an amateur approach to the legal affairs of the chapter.
Ross
Not sure why we don't just clone the old MoA and AoA...
Would anybody object?
Were they put together with legal advice?
Were they at the root of any of the problems V1 encountered?
Ross
On Tue, September 23, 2008 11:44, Ross Gardler wrote:
Gordon Joly wrote:
Not sure why we don't just clone the old MoA and AoA...
Were they put together with legal advice? Were they at the root of any of the problems V1 encountered?
AIUI there are a number of changes required to the new AoA/MoA as a result of Charity law/registration changes, although these are probably mostly a matter of detail not major rewrites.
The WER documents caused no problems whatsoever, indeed they were specifically designed to permit everything we might require, maintain control in the hands of the editing members (should anything awful happen), etc.
I re-wrote them from the initially proposed documents from long experience with designing and implementing such things (and multi-national contracts too) and then agreement with the WMF. I am not a lawyer on paper but I used to take my company law handbooks to bed with me for reading (and not to fall asleep to!) and would be happy to cast an eye over the proposed documentation and point up any issues there might be.
The only 'root problem' WER experienced was the well-over-a-year holdup with the WMF not liking that we had (correctly and on a firm legal basis) not used "Wikimedia" in the name of the company. There were no other legal issues at all.
Alison
Alison Wheeler wrote:
On Tue, September 23, 2008 11:44, Ross Gardler wrote:
Gordon Joly wrote:
Not sure why we don't just clone the old MoA and AoA...
Were they put together with legal advice? Were they at the root of any of the problems V1 encountered?
AIUI there are a number of changes required to the new AoA/MoA as a result of Charity law/registration changes, although these are probably mostly a matter of detail not major rewrites.
The WER documents caused no problems whatsoever, indeed they were specifically designed to permit everything we might require, maintain control in the hands of the editing members (should anything awful happen), etc.
I re-wrote them from the initially proposed documents from long experience with designing and implementing such things (and multi-national contracts too) and then agreement with the WMF. I am not a lawyer on paper but I used to take my company law handbooks to bed with me for reading (and not to fall asleep to!) and would be happy to cast an eye over the proposed documentation and point up any issues there might be.
In terms of informed advice we (OSS Watch) can help too. But without someone willing to stick their professional neck on the line any solution is sub-optimal (not necessarily a blocker).
Ross
On Tue, Sep 23, 2008 at 7:56 AM, Alison Wheeler wikimedia@alisonwheeler.com wrote:
AIUI there are a number of changes required to the new AoA/MoA as a result of Charity law/registration changes, although these are probably mostly a matter of detail not major rewrites.
The WER documents caused no problems whatsoever, indeed they were specifically designed to permit everything we might require, maintain control in the hands of the editing members (should anything awful happen), etc.
As a subtle note, the requirements of the chapcom have also changed since V1 became a chapter. One thing to point out is that we're pushing very hard for a serious divorce between the concept of "editors" on the wiki, and the concept of membership in the various national chapters. Your MoA/AoA should not include any mention of a relationship between the two, your membership should not be limited to active editing wikimedians. There are a lot of open-content enthusiasts in the world who can strengthen your cause but who do not participate in these particular projects.
The only 'root problem' WER experienced was the well-over-a-year holdup with the WMF not liking that we had (correctly and on a firm legal basis) not used "Wikimedia" in the name of the company. There were no other legal issues at all.
For as long as I've been a chapters committee member we've been discouraging chapters from using "Wikimedia" in the name. In fact, we've recently rejected one proposal for exactly that reason.
--Andrew Whitworth
On Tue, Sep 23, 2008 at 14:17, Andrew Whitworth wknight8111@gmail.com wrote:
On Tue, Sep 23, 2008 at 7:56 AM, Alison Wheeler wikimedia@alisonwheeler.com wrote:
AIUI there are a number of changes required to the new AoA/MoA as a result of Charity law/registration changes, although these are probably mostly a matter of detail not major rewrites.
The WER documents caused no problems whatsoever, indeed they were specifically designed to permit everything we might require, maintain control in the hands of the editing members (should anything awful happen), etc.
As a subtle note, the requirements of the chapcom have also changed since V1 became a chapter. One thing to point out is that we're pushing very hard for a serious divorce between the concept of "editors" on the wiki, and the concept of membership in the various national chapters. Your MoA/AoA should not include any mention of a relationship between the two, your membership should not be limited to active editing wikimedians. There are a lot of open-content enthusiasts in the world who can strengthen your cause but who do not participate in these particular projects.
The only 'root problem' WER experienced was the well-over-a-year holdup with the WMF not liking that we had (correctly and on a firm legal basis) not used "Wikimedia" in the name of the company. There were no other legal issues at all.
For as long as I've been a chapters committee member we've been discouraging chapters from using "Wikimedia" in the name. In fact, we've recently rejected one proposal for exactly that reason.
Actually, that is not exactly accurate. Historically, we _have_ pushed for "chapters" which actually answer the requirements and follow the guidelines we've put together to use the name Wikimedia.
Wikimedia UK history is a different one, since WER precedes our trademark being secured in the UK and this would have beena problem.
Other organisations which do not, at this stage, answer the exact requirements needed to become a chapter are indeed, discouraged to use the trademark in their names.
Today, it might be interesting to revisit this notion and see if Wikimedia UK can register under the legal name of Wikimedia UK and whether this does not constitute a liability.
Cheers,
Delphine
On Tue, September 23, 2008 13:28, Delphine Ménard wrote:
Today, it might be interesting to revisit this notion and see if Wikimedia UK can register under the legal name of Wikimedia UK and whether this does not constitute a liability.
I'd very strongly suggest not going down this route. Firstly as I get tired of explaining to 'people' that Wikimedia-the-Chapter have no legal responsibility for what Wikimedia-the-Foundation-and-projects get up to and, sfaics using the name formally would just make that far far worse. Secondly, our original reasoning that if something causes the Chapter to need to be closed down and restarted (as, indeed, is currently proposed!) then it makes things far easier to not have the name issue in the way*.
Alison
* one would end up with wonderful constructs such as "Wikimedia UK Ltd (2008) t/a Wikimedia UK" etc
2008/9/23 Alison Wheeler wikimedia@alisonwheeler.com:
On Tue, September 23, 2008 13:28, Delphine Ménard wrote:
Today, it might be interesting to revisit this notion and see if Wikimedia UK can register under the legal name of Wikimedia UK and whether this does not constitute a liability.
I'd very strongly suggest not going down this route. Firstly as I get tired of explaining to 'people' that Wikimedia-the-Chapter have no legal responsibility for what Wikimedia-the-Foundation-and-projects get up to and, sfaics using the name formally would just make that far far worse. Secondly, our original reasoning that if something causes the Chapter to need to be closed down and restarted (as, indeed, is currently proposed!) then it makes things far easier to not have the name issue in the way*.
Alison
- one would end up with wonderful constructs such as "Wikimedia UK Ltd
(2008) t/a Wikimedia UK" etc
I'm going to agree with Alison here. It seems best to have "Wikimedia UK" as just a trading name. In addition to the points Alison makes, I don't see how we can use the trademark in our name before we've signed a trademark agreement and we can't sign a trademark agreement until there is a legal entity to sign it. It's a catch-22.
On Tue, September 23, 2008 13:17, Andrew Whitworth wrote:
One thing to point out is that we're pushing very hard for a serious divorce between the concept of "editors" on the wiki, and the concept of membership in the various national chapters. Your MoA/AoA should not include any mention of a relationship between the two, your membership should not be limited to active editing wikimedians. There are a lot of open-content enthusiasts in the world who can strengthen your cause but who do not participate in these particular projects.
lol. Actually this was one of the specific changes I made in the originally proposed articles. The need to absolutely completely and utterly delineate the separation between <WMF and the projects> and <people involved with Chapter> is a nobrainer.
Alison
I re-wrote them from the initially proposed documents from long experience with designing and implementing such things (and multi-national contracts too) and then agreement with the WMF. I am not a lawyer on paper but I used to take my company law handbooks to bed with me for reading (and not to fall asleep to!) and would be happy to cast an eye over the proposed documentation and point up any issues there might be.
The discussion regarding the new documents (which hasn't really got underway yet) is at
http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Talk:MoA and http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Talk:AoA
Your input would be appreciated. Perhaps you could detail the changes you made to the old models and then we could probably just make the same changes to the new models.
On Tue, Sep 23, 2008 at 10:23 AM, Thomas Dalton thomas.dalton@gmail.comwrote:
The discussion regarding the new documents (which hasn't really got underway yet) is at
http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Talk:MoA and http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Talk:AoA
Make that http://meta.wikimedia.org/wiki/Talk:Wikimedia_UK_v2.0/MoA and < http://meta.wikimedia.org/wiki/Talk:Wikimedia_UK_v2.0/AoA%3E
2008/9/23 Casey Brown cbrown1023.ml@gmail.com:
On Tue, Sep 23, 2008 at 10:23 AM, Thomas Dalton thomas.dalton@gmail.com wrote:
The discussion regarding the new documents (which hasn't really got underway yet) is at
http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Talk:MoA and http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Talk:AoA
Make that http://meta.wikimedia.org/wiki/Talk:Wikimedia_UK_v2.0/MoA and http://meta.wikimedia.org/wiki/Talk:Wikimedia_UK_v2.0/AoA
That too - thank you!
On 23 Sep 2008, at 11:42, Gordon Joly wrote:
At 10:16 +0100 23/9/08, Ross Gardler wrote:
Ross Gardler wrote:
Speaking personally, I would not be very unhappy with a "do it ourselves" approach, especially when coupled with the phrase "and hope we don't make any particularly serious mistakes". If you don't have the skills don't attempt it. This is a serious business.
That firs sentence should not have a double negative I *would* be very unhappy with an amateur approach to the legal affairs of the chapter.
Ross
Not sure why we don't just clone the old MoA and AoA...
Would anybody object?
Gordo
I thought that the new ones were based on the standard charity ones, whereas the old ones weren't? Re-using the old ones could then cause us problems later when we go for charity status.
Mike
On Tue, September 23, 2008 13:00, Michael Peel wrote:
I thought that the new ones were based on the standard charity ones, whereas the old ones weren't? Re-using the old ones could then cause us problems later when we go for charity status.
To clarify; the WER ones were explicitly written to enable application for Charitable status with the Commission.
Alison
I thought that the new ones were based on the standard charity ones, whereas the old ones weren't? Re-using the old ones could then cause us problems later when we go for charity status.
The old ones were based on the standard ones at the time, but those have changed. To the best of my knowledge, the old ones were absolutely fine at time they were written, they are no longer fine now (they would probably just about work, but wouldn't be ideal). As Alison says, I think the differences are just in the details, but they are important details.
2008/9/23 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Thomas Dalton wrote:
Ok, it's official, solicitors charge way too much (anyone particularly surprised?).
Yes, I am.
I've been involved with not-for-profits in the past and never had a problem with this (although I've never dealt with the legal stuff myself).
Given time it is likely you will find a solicitor who is willing to look over things for you at a vastly reduced rate in return for being associated with the chapter. in my experience it is normal to have a solicitor and an accountant on the board for precisely this reason.
Take your time and don't rush things. This way you have plenty of time for planning and, where necessary, fund raising.
Speaking personally, I would not be very unhappy with a "do it ourselves" approach, especially when coupled with the phrase "and hope we don't make any particularly serious mistakes". If you don't have the skills don't attempt it. This is a serious business.
Fundraising is very difficult before the chapter actually exists - it would involve people handing over monetary gifts to random people they met on the internet. If you know of anyone that will advise us pro-bono, please put us in touch. If no-one knows of anyone, then we have no choice but to do it ourselves - no amount of time is going to make a contact appear from nowhere.
Thomas Dalton wrote:
2008/9/23 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Thomas Dalton wrote:
Ok, it's official, solicitors charge way too much (anyone particularly surprised?).
Yes, I am.
I've been involved with not-for-profits in the past and never had a problem with this (although I've never dealt with the legal stuff myself).
Given time it is likely you will find a solicitor who is willing to look over things for you at a vastly reduced rate in return for being associated with the chapter. in my experience it is normal to have a solicitor and an accountant on the board for precisely this reason.
Take your time and don't rush things. This way you have plenty of time for planning and, where necessary, fund raising.
Speaking personally, I would not be very unhappy with a "do it ourselves" approach, especially when coupled with the phrase "and hope we don't make any particularly serious mistakes". If you don't have the skills don't attempt it. This is a serious business.
Fundraising is very difficult before the chapter actually exists - it would involve people handing over monetary gifts to random people they met on the internet. If you know of anyone that will advise us pro-bono, please put us in touch. If no-one knows of anyone, then we have no choice but to do it ourselves - no amount of time is going to make a contact appear from nowhere.
Have you consulted with Business Link?
Ross
Have you consulted with Business Link?
I've never heard of Business Link. Since you have, have you consulted with them?
Thomas Dalton wrote:
Have you consulted with Business Link?
I've never heard of Business Link. Since you have, have you consulted with them?
Business Link [1] are not solicitors. They are a government agency set up to "help your business save time and money by giving you instant access to clear, simple, and trustworthy information."
They are a *very* *very* useful resource, just their online planning tools alone are worth days of scratching heads. To be honest I'm surprised that nobody here has suggested working with them until now.
I'd suggest that each board member meets their local advisor (since it's done regionally) and then you compare notes on who you think is the most appropriate.
Going back to the subject, they are *not* solicitors, but they are able to provide links to important resources, people and sources of grants for start-up costs - such as solicitors.
Ross
2008/9/23 Ross Gardler ross.gardler@oucs.ox.ac.uk:
Thomas Dalton wrote:
Have you consulted with Business Link?
I've never heard of Business Link. Since you have, have you consulted with them?
Business Link [1] are not solicitors. They are a government agency set up to "help your business save time and money by giving you instant access to clear, simple, and trustworthy information."
They are a *very* *very* useful resource, just their online planning tools alone are worth days of scratching heads. To be honest I'm surprised that nobody here has suggested working with them until now.
I'd suggest that each board member meets their local advisor (since it's done regionally) and then you compare notes on who you think is the most appropriate.
Going back to the subject, they are *not* solicitors, but they are able to provide links to important resources, people and sources of grants for start-up costs - such as solicitors.
Ross
Thanks for that information. It sounds like they play a similar role for businesses as the Charity Commission does for charities. Several people on this list have already contacted the Charity Commission for advice on various issues. It may be a good idea to contact Business Link as well.
Thomas Dalton wrote:
2008/9/23 Ross Gardler ross.gardler@oucs.ox.ac.uk:
...
Thanks for that information. It sounds like they play a similar role for businesses as the Charity Commission does for charities. Several people on this list have already contacted the Charity Commission for advice on various issues. It may be a good idea to contact Business Link as well.
No they are quite different. The Charities Commission are a regulatory body. They will tell you what regulations you must comply with and how to do so.
Business Link are about actually setting up and running a business (including not for profits). They are about making connections between you and others you need to connect with. They don't actually *do* anything, they try and make sure you are equipped to do what you need.
Most importantly for this thread they know about all funding opportunities for start-ups in each region. Often these funds are geared towards one off fees to make sure everything is done right.
Last time I engaged with them I ended up with £7k to pay all fees for a Social Enterprise Company. They didn't get it for me, I did that, but they helped enormously.
Ross
No they are quite different. The Charities Commission are a regulatory body. They will tell you what regulations you must comply with and how to do so.
They do also serve in an advisory role, which is what we've been using them for so far.
Business Link are about actually setting up and running a business (including not for profits). They are about making connections between you and others you need to connect with. They don't actually *do* anything, they try and make sure you are equipped to do what you need.
Most importantly for this thread they know about all funding opportunities for start-ups in each region. Often these funds are geared towards one off fees to make sure everything is done right.
Last time I engaged with them I ended up with £7k to pay all fees for a Social Enterprise Company. They didn't get it for me, I did that, but they helped enormously.
It certainly sounds like it's worth contacting them. I'll take a more detailed look at their website and go from there - thank you.
wikimediauk-l@lists.wikimedia.org