[Forwarded from Arkady Rose, whose main SMTP server seems to be at odds with mail.wikimedia.org]
"I don't think the majority of directors fully understand that volunteering to be on the board of directors of a company is a damned sight more legally binding than volunteering on WP, and that if you fail to discharge the duties you've willingly taken on there can actually be legal repercussions.
It sounds very much as though an emergency meeting of the board needs to be convened so the treasurer and secretary can be replaced - granted my grasp of company law is nowhere near as good as yours, but I'm recalling a similar incident that happened in the National Fancy Rat Society some 6 years ago in which an EGM was called, Treasurer, Secretary and Press Officer were dismissed, three new people appointed to the board and the positions reappointed, which was done in the absence of the Treasurer and Press Officer. The votes were overwhelming majorities."
What's needed now is an EGM to do precisely that. If board members cannot or will not fulfill their duties, they must be removed - forcibly, through a vote of no confidence if need be - and replacements appointed. WMUK is a legal entity, like it or not, and it's about time people started treating it like one.
So... yes, feel free to forward this whole thing on to the list. In the meantime I need to poke my subscription settings for the list I think and change my email address to my Gmail one so I can actually participate myself.
-d.
On 08/03/07, David Gerard dgerard@gmail.com wrote:
"I don't think the majority of directors fully understand that volunteering to be on the board of directors of a company is a damned sight more legally binding than volunteering on WP, and that if you fail to discharge the duties you've willingly taken on there can actually be legal repercussions.
[snip]
Er, what happened? Did I miss a huge chunk of mailing list discussion or am I just not party to whatever's going on?
Rob Church
On 3/8/07, Rob Church robchur@gmail.com wrote:
Er, what happened? Did I miss a huge chunk of mailing list discussion or am I just not party to whatever's going on?
You might care to read http://lists.wikimedia.org/pipermail/wikimediauk-l/2007-March/000841.html
Michael
Rob Church
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
On 08/03/07, Michael Bimmler mbimmler@gmail.com wrote:
You might care to read http://lists.wikimedia.org/pipermail/wikimediauk-l/2007-March/000841.html
Yeah, it got buried under all the damn bug reports. :D
Rob Church
Michael Bimmler wrote:
On 3/8/07, Rob Church robchur@gmail.com wrote:
Er, what happened? Did I miss a huge chunk of mailing list discussion or am I just not party to whatever's going on?
You might care to read http://lists.wikimedia.org/pipermail/wikimediauk-l/2007-March/000841.html
Michael
Indeed. I've just switched my email subscription over to my gmail account so I shouldn't have any more problems posting to the list; with that in mind, I'd like to explain further the (edited) email that DG forwarded to the list earlier on my behalf.
The legal entity that is WMUK has been remarkably conspicuous by the lack of activity since its formation a year ago with the very noteable exceptions of a few members of the board of directors - in particular the CEO/Chair, Alison herself. This has been caused by a number of factors, most principally the complete and utter failure of the Treasurer to perform *any* of his assigned duties or to respond to any attempts at contact (this was why the original signing of papers to legally form the company and to open a company bank account was such a farce - the treasurer had failed to contact the bank and neglected to inform the rest of the board of directors), but also a failure of the Company Secretary to respond to attempts to contact him in the past two months (though I understand he has finally responded) and the willful obstruction of the WMF Chapters Coordinator.
This has been further worsened by a marked lackadaisical, sit-on-our-thumbs attitude by the rest of the board of directors who appear to have been quite content to sit back rather than take steps to resolve the situation, including repeatedly failing to attend meetings chaired by the CEO both online and in person with, again, very few noteable exceptions.
Whilst this sort of situation may be deemed acceptable in a voluntary organisation such as Wikipedia itself, it is NOT acceptable in an organisation that is legally registered at Company House and is attempting to seek charitable status. As such, the members of the board of directors have legal responsibilities and duties, and failure to carry out those duties bears legal repercussions.
The CEO has now tendered her resignation, and the overwhelming response seems to be "oh, that's a real shame - so long and thanks for all the work, ta-ta." It seems the directors are all going to sit back and do nothing.
A tender to resign is not an actual resignation. It's a sign that something is very badly wrong within the company and that something needs to be done NOW to deal with it; and that "something" needs to be an EGM of the entire board of directors. This is not a time to allow lazy inertia to carry the company slowly towards self-destruction (with all the legal repercussions that the directors will be jointly and severally responsible for that that will entail), but to heed it as the clarion call it is to DO SOMETHING NOW.
Call an EGM. The Treasurer and Company Secretary MUST be held to account for their failure to discharge their duties. New members must be appointed to the board, and a vote of no confidence taken in the Treasurer so that he can be removed from his position and someone appointed in his place who will actually grasp the very real and serious responsibilities inherant in the position and fulfill it appropriately. The Company Secretary must explain to the board of directors precisely why he has failed to respond to efforts to contact him, why he has failed to carry out those duties he has agreed to, and what steps he intends to take to ensure the situation does not arise again. The board of directors as a whole must discuss precisely WHY events were allowed to proceed to this point in the first place and what will be done to ensure this situation does not arise again.
There can be NO valid excuse for any member of the board of directors not to attend this meeting. There have been far too many excuses and shirked meetings already; the directors have consistently failed to recognise that they are responsible for a legal company and that has to stop NOW.
Whether WMUK survives this or implodes is up to them. They are the ones who will have to account for their inactions to Company House - and to all the people who have increasingly been demanding to know exactly what has been done to take WMUK towards charitable status and complaining about the lack of communication from the directors.
regards, Arkady Rose
--- Arkady Rose arkady.rose@gmail.com wrote:
Call an EGM. The Treasurer and Company Secretary MUST be held to account for their failure to discharge their duties. New members must be appointed to the board, and a vote of no confidence taken in the Treasurer so that he can be removed from his position and someone appointed in his place who will actually grasp the very real and serious responsibilities inherant in the position and fulfill it appropriately. The Company Secretary must explain to the board of directors precisely why he has failed to respond to efforts to contact him, why he has failed to carry out those duties he has agreed to, and what steps he intends to take to ensure the situation does not arise again. The board of directors as a whole must discuss precisely WHY events were allowed to proceed to this point in the first place and what will be done to ensure this situation does not arise again.
As far as I understand it, only the directors are members of the company at present, so only the directors (that's these folks: http://meta.wikimedia.org/wiki/Wikimedia_UK#Board_of_Directors ) can call the AGM or do anything about it. Perhaps Alison, as your final (I read your email as "I have decided to quit" rather than "I am thinking of quitting") act, you could see this through - so long as at least two director/members are present at the start, and so long as at least two director members are present at the end (though not necessarily the same ones!), that's fine - the absent directors may continue to be absent and may be resigned in absentia. We don't need a witchhunt ot a public flogging, we just need wiki-uk to get back on track.
Whether WMUK survives this or implodes is up to them. They are the ones who will have to account for their inactions to Company House - and to all the people who have increasingly been demanding to know exactly what has been done to take WMUK towards charitable status and complaining about the lack of communication from the directors.
Companies House only care that directors haven't done anything illegal (as far as I can tell, they haven't, they've just been absent), and that directors file the accounts and keep the records held at Companies House up to date. Checking their record, they have to file accounts from incorporation to 28/2/2007 by 14/12/2007, and they will have just been sent an annual return asking them to check that the names and addresses of directors are correct, which is due to be returned shortly.
As I said before, I hope this is a stumble not a fall - and that all those who care about Wikimedia UK support in a positive way its continuence. I'm fairly sure that the current directors don't need any more complaints, demands, mudslinging or witchhunts - they need our support and advice.
Best regards
Scott
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On 3/8/07, Scott Keir scottkeir@yahoo.co.uk wrote:
--- Arkady Rose arkady.rose@gmail.com wrote:
Call an EGM. The Treasurer and Company Secretary MUST be held to account for their failure to discharge their duties. New members must be appointed to the board, and a vote of no confidence taken in the Treasurer so that he can be removed from his position and someone appointed in his place who will actually grasp the very real and serious responsibilities inherant in the position and fulfill it appropriately. The Company Secretary must explain to the board of directors precisely why he has failed to respond to efforts to contact him, why he has failed to carry out those duties he has agreed to, and what steps he intends to take to ensure the situation does not arise again. The board of directors as a whole must discuss precisely WHY events were allowed to proceed to this point in the first place and what will be done to ensure this situation does not arise again.
As far as I understand it, only the directors are members of the company at present, so only the directors (that's these folks: http://meta.wikimedia.org/wiki/Wikimedia_UK#Board_of_Directors ) can call the AGM or do anything about it. Perhaps Alison, as your final (I read your email as "I have decided to quit" rather than "I am thinking of quitting") act, you could see this through - so long as at least two director/members are present at the start, and so long as at least two director members are present at the end (though not necessarily the same ones!), that's fine - the absent directors may continue to be absent and may be resigned in absentia. We don't need a witchhunt ot a public flogging, we just need wiki-uk to get back on track.
Whether WMUK survives this or implodes is up to them. They are the ones who will have to account for their inactions to Company House - and to all the people who have increasingly been demanding to know exactly what has been done to take WMUK towards charitable status and complaining about the lack of communication from the directors.
Companies House only care that directors haven't done anything illegal (as far as I can tell, they haven't, they've just been absent), and that directors file the accounts and keep the records held at Companies House up to date. Checking their record, they have to file accounts from incorporation to 28/2/2007 by 14/12/2007, and they will have just been sent an annual return asking them to check that the names and addresses of directors are correct, which is due to be returned shortly.
As I said before, I hope this is a stumble not a fall - and that all those who care about Wikimedia UK support in a positive way its continuence. I'm fairly sure that the current directors don't need any more complaints, demands, mudslinging or witchhunts - they need our support and advice.
Best regards
Scott
I think Scott is quite correct: The current membership is limited to the five signatories to the memoranda and articles of association, who also formed the board. As far as I know we have not done anything remotely illegal, but some of us have been rather crap (and I'm as much to blame for this as anybody else).
Speaking for myself, I'll also echo Scott's suggestion that we should not engage in whichhunts, mudslinging, name calling or associated silliness. We will be meeting shortly and will outline the current position, and what we see as the way forward, after that meeting.
Best wishes,
Andrew
Re a couple of points Scott raises,
On Thu, March 8, 2007 18:34, Scott Keir wrote:
As far as I understand it, only the directors are members of the company at present, so only the directors (that's these folks: http://meta.wikimedia.org/wiki/Wikimedia_UK#Board_of_Directors ) can call the AGM or do anything about it.
Yes, that is correct, and why I invited the Board to consider a wide input.
Perhaps Alison, as your final (I read your email as "I have decided to quit" rather than "I am thinking of quitting")
That would be incorrect; I chose my words very carefully and neither of those quoted phrases are accurate.
Companies House only care that directors haven't done anything illegal (as far as I can tell, they haven't
That would be completely correct.
Alison Wheeler
At 17:56 +0000 8/3/07, Arkady Rose wrote:
[...]
Whilst this sort of situation may be deemed acceptable in a voluntary organisation such as Wikipedia itself, it is NOT acceptable in an organisation that is legally registered at Company House and is attempting to seek charitable status. As such, the members of the board of directors have legal responsibilities and duties, and failure to carry out those duties bears legal repercussions.
The CEO has now tendered her resignation, and the overwhelming response seems to be "oh, that's a real shame - so long and thanks for all the work, ta-ta." It seems the directors are all going to sit back and do nothing.
[...]
A charity board of trustees (directors of the company) is group of volunteers by definition in the law of England and Wales.
So if somebody forms a company (limited by guarantee) which moves to charity status, then as a Director (Trustee) you know that you will be a volunteer, effectively from the day of incorporation. Charity Law allows fees to be paid to Directors (Trustees) in certain (rare) circumstances only. Expenses such as travel are allowed, of course.
Gordo
On Sun, 11 Mar 2007, Gordon Joly wrote:
A charity board of trustees (directors of the company) is group of volunteers by definition in the law of England and Wales.
So if somebody forms a company (limited by guarantee) which moves to charity status, then as a Director (Trustee) you know that you will be a volunteer, effectively from the day of incorporation. Charity Law allows fees to be paid to Directors (Trustees) in certain (rare) circumstances only. Expenses such as travel are allowed, of course.
As I understand it Wiki Educational Resources has not yet been granted charity status. IANAL, but if this is so I would have though that Company Law rather than Charity Law would apply?
On 3/11/07, Chris McKenna cmckenna@sucs.org wrote:
On Sun, 11 Mar 2007, Gordon Joly wrote:
A charity board of trustees (directors of the company) is group of volunteers by definition in the law of England and Wales.
So if somebody forms a company (limited by guarantee) which moves to charity status, then as a Director (Trustee) you know that you will be a volunteer, effectively from the day of incorporation. Charity Law allows fees to be paid to Directors (Trustees) in certain (rare) circumstances only. Expenses such as travel are allowed, of course.
As I understand it Wiki Educational Resources has not yet been granted charity status. IANAL, but if this is so I would have though that Company Law rather than Charity Law would apply?
Dear all,
I think a quick update is in order. The Board of Wiki Educational Resources met on the evening of 8th March to consider the issues highlighted by Alison's tender of resignation. We expressed our continued confidence in Alison's abilities to execute her post and declined to accept her resignation. However, it was clear that the Board as currently constituted has been unable to move forward with the process of setting up the UK chapter due to inaction of the Treasurer. In order to allow this situation to be resolved the Board decided to remove the Treasurer from post and appoint a replacement. Arkady Rose has been appointed as Treasurer (also known as Chief Financial Officer), effective immediately.
Regards,
Andrew
At 07:52 +0000 12/3/07, Andrew Walker wrote:
On 3/11/07, Chris McKenna cmckenna@sucs.org wrote:
On Sun, 11 Mar 2007, Gordon Joly wrote:
A charity board of trustees (directors of the company) is group of volunteers by definition in the law of England and Wales.
So if somebody forms a company (limited by guarantee) which moves to charity status, then as a Director (Trustee) you know that you will be a volunteer, effectively from the day of incorporation. Charity Law allows fees to be paid to Directors (Trustees) in certain (rare) circumstances only. Expenses such as travel are allowed, of course.
As I understand it Wiki Educational Resources has not yet been granted charity status. IANAL, but if this is so I would have though that Company Law rather than Charity Law would apply?
Dear all,
I think a quick update is in order. The Board of Wiki Educational Resources met on the evening of 8th March to consider the issues highlighted by Alison's tender of resignation. We expressed our continued confidence in Alison's abilities to execute her post and declined to accept her resignation. However, it was clear that the Board as currently constituted has been unable to move forward with the process of setting up the UK chapter due to inaction of the Treasurer. In order to allow this situation to be resolved the Board decided to remove the Treasurer from post and appoint a replacement. Arkady Rose has been appointed as Treasurer (also known as Chief Financial Officer), effective immediately.
Regards,
Andrew
Phew. Just in time to file the accounts and the annual return!
Name & Registered Office: WIKI EDUCATIONAL RESOURCES LIMITED 340 LIVERPOOL ROAD LONDON N7 8PZ Company No. 05708269 Status: Active Date of Incorporation: 14/02/2006
Country of Origin: United Kingdom Company Type: PRI/LTD BY GUAR/NSC (Private, limited by guarantee, no share capital) Nature of Business (SIC(03)): None Supplied Accounting Reference Date: 28/02 Last Accounts Made Up To: (NO ACCOUNTS FILED) Next Accounts Due: 14/12/2007 Last Return Made Up To: Next Return Due: 14/03/2007
Gordo
At 07:52 +0000 12/3/07, Andrew Walker wrote:
I think a quick update is in order. The Board of Wiki Educational Resources met on the evening of 8th March to consider the issues highlighted by Alison's tender of resignation. We expressed our continued confidence in Alison's abilities to execute her post and declined to accept her resignation. However, it was clear that the Board as currently constituted has been unable to move forward with the process of setting up the UK chapter due to inaction of the Treasurer. In order to allow this situation to be resolved the Board decided to remove the Treasurer from post and appoint a replacement. Arkady Rose has been appointed as Treasurer (also known as Chief Financial Officer), effective immediately.
Good - glad to hear it! I'm assuming that that resolves the all the person/volunteer issues discussed of late and WER can move forward. Glad to hear/infer that Alison is no longer tendering too.
--- Gordon Joly gordon.joly@pobox.com wrote:
Phew. Just in time to file the accounts and the annual return!
There's months left to file the accounts (accounts from incorp to 28/02/2007 are due 14/12/2007. The return (which is a list of the directors) is due soon, which is most timely, given the changes - and, to be honest, can be a few days late and can be done online.
Looking forward to hearing of future progress as it develops
Scott
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On 12/03/07, Scott Keir scottkeir@yahoo.co.uk wrote:
--- Gordon Joly gordon.joly@pobox.com wrote:
Phew. Just in time to file the accounts and the annual return!
There's months left to file the accounts (accounts from incorp to 28/02/2007 are due 14/12/2007. The return (which is a list of the directors) is due soon, which is most timely, given the changes - and, to be honest, can be a few days late and can be done online.
Indeed. To clarify, the return was filed with information correct as of 14/02/2007, as required, which thus does not include Arkady and does Jon; however, the change of Director forms have also been filed.
Yours,
On 3/12/07, Andrew Walker andrew.walker@wikimedia.org.uk wrote:
Dear all,
I think a quick update is in order. The Board of Wiki Educational Resources met on the evening of 8th March to consider the issues highlighted by Alison's tender of resignation. We expressed our continued confidence in Alison's abilities to execute her post and declined to accept her resignation. However, it was clear that the Board as currently constituted has been unable to move forward with the process of setting up the UK chapter due to inaction of the Treasurer. In order to allow this situation to be resolved the Board decided to remove the Treasurer from post and appoint a replacement. Arkady Rose has been appointed as Treasurer (also known as Chief Financial Officer), effective immediately.
Very glad to hear about Arkady Rose's appointment, as well as that Alison won't be resigning. (I obviously misunderstood what "tender of resignation" meant.)
Thanks for the update,
Cormac
At 22:12 +0000 11/3/07, Chris McKenna wrote:
On Sun, 11 Mar 2007, Gordon Joly wrote:
A charity board of trustees (directors of the company) is group of volunteers by definition in the law of England and Wales.
So if somebody forms a company (limited by guarantee) which moves to charity status, then as a Director (Trustee) you know that you will be a volunteer, effectively from the day of incorporation. Charity Law allows fees to be paid to Directors (Trustees) in certain (rare) circumstances only. Expenses such as travel are allowed, of course.
As I understand it Wiki Educational Resources has not yet been granted charity status.
That is my understanding.
IANAL, but if this is so I would have though that Company Law rather than Charity Law would apply?
-- Chris 'Awkward' McKenna
Indeed. But since the aim of the Company was always to become a Charity, it would be ideal if the Directors who hoped to become Trustees should treat themselves as Trustees from the day of incorporation, even if they all have to resign before the Company becomes a Charity.
A Company Limited by Guarantee does not issue shares (as I recall).
New laws (which were not in force at the time of incorporation on WER Ltd) allow a Charity to incorporate as Company Limited by Guarantee in one action, rather than the two stage process. In others words, on the day of incorporation the Charity comes into being.
BTW, when will the next General Meeting be called?
Gordo
wikimediauk-l@lists.wikimedia.org