Explanation of Motion to Entrench Chapter Agreement

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Thomas Dalton

17 Mar 2009 17 Mar '09

12:32 a.m.

Sorry I missed the board meeting, my computer is playing up. I've come downstairs to use a college computer and I see from the minutes (which were uploaded in record time, by the looks of it!) some input is required from me regarding the motion I proposed (I haven't actually been emailed about it yet, but I can preempt that!). For those having difficultly keeping track, the motion is to require a Special Resolution (that is, a 75% majority of members) to amend or terminate the Chapter Agreement (our agreement with the WMF which covers trademarks and the like). I've proposed this motion because I think that Wiki UK Ltd.'s chapter status is fundamental to its identity and reason for being. It is why we founded it in the first place. For that reason, I think the chapter agreement (which is the legal embodiment of that status) should be given equal status to the Memoradum and Article of Association (our governing documents). Under the Companies Act 2006, a Special Resolution is required to amend the Mem and Arts, so I feel it should also be required to amend/terminate the Chapter Agreement. It has been proposed that my motion be amended to only require a Special Resolution to terminate the agreement, not to amend it. That is a non-starter. If you can amend something you can terminate it - you just amend it to say nothing (or to just have some nominal clause). You would need to add something along the lines of future versions being "in the same spirit" as the original. I am very much against such subjective rules - they are liable to cause major disagreements in future due to different interpretations. (There are enough disputes over the new version of the GFDL and that has the advantage of being based on a clear ideology, the Chapter Agreement isn't.) It has also been proposed that the requirement for a Special Resolution be replaced by a requirement for an Ordinary Resolution - I see little point in this. There just isn't that much difference between 50% and 75% when it comes to inconvinience - a meeting is a meeting, regardless of the majority required (there may be slightly different notice requirements if you intend to debate a Special Resolution, I can't remember, but they aren't too onerous either way). If Written Resolutions can be done online (and I think they can, as long as there is some way to verify identities - email can be used for that, as long as people don't mind the chapter knowing the connections between pseudonyms and real names) then it shouldn't be too difficult to get 75% of members to sign a webpage. So, in summary, I am currently not inclined to change my proposed motion. I am, however, open to futher discussion on it. Tom (Tango)

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Tom Holden

17 Mar 17 Mar

1:10 a.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

There's a solution to your amendment concerns I think: Change the text to forbid terminating it or amending it to anything not agreed with the Wikimedia Foundation. Obviously this is conditional on some level of trust for WMF, but perhaps you could be persuaded that it's incredibly unlikely that both our board and the WMF's board would simultaneously "go evil", even if there was a positive probability on either event happening independently. T

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-----Original Message----- From: wikimediauk-l-bounces(a)lists.wikimedia.org [mailto:wikimediauk-l- bounces(a)lists.wikimedia.org] On Behalf Of Thomas Dalton Sent: 17 March 2009 00:32 To: wikimediauk-l(a)lists.wikimedia.org Subject: [Wikimediauk-l] Explanation of Motion to Entrench Chapter

Agreement

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Michael Bimmler

8:27 a.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

On Tue, Mar 17, 2009 at 2:10 AM, Tom Holden <thomas.holden(a)gmail.com> wrote:

...

There's a solution to your amendment concerns I think: Change the text to forbid terminating it or amending it to anything not agreed with the Wikimedia Foundation.

Um...how exactly would you amend the contract to anything not agreed with the Wikimedia Foundation? Isn't it quite obvious that any amendment of the contract would need to be done in agreement with the other party of the agreement? Michael -- Michael Bimmler mbimmler(a)gmail.com

Andrew Gray

9:02 a.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

2009/3/17 Michael Bimmler <mbimmler(a)gmail.com>om>:

...

Amendment yes, outright repudiation quite possibly not... -- - Andrew Gray andrew.gray(a)dunelm.org.uk

Michael Bimmler

9:11 a.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

On Tue, Mar 17, 2009 at 10:02 AM, Andrew Gray <andrew.gray(a)dunelm.org.uk>wrote;wrote:

...

2009/3/17 Michael Bimmler <mbimmler(a)gmail.com>om>:

Um...how exactly would you amend the contract to anything not agreed with the Wikimedia Foundation? Isn't it quite obvious that any amendment of

the

contract would need to be done in agreement with the other party of the agreement?

Amendment yes, outright repudiation quite possibly not...

Sorry, but somehow I fail to understand this. We have a motion from Thomas Dalton that says, in summary, "The board may not itself amend or change the Chapters Agreement [but needs to get a Special Resolution etc.]". Tom Holden now proposes to change this to "[The board may not] terminat[e] it or [amend] it to anything not agreed with the Wikimedia Foundation." and I just fail to see how this makes sense: If the board decides that it is not happy with the contract as-is, then it needs to negotiate with the WMF to see whether they consent to amending it. That is, the only way the board can amend the contract is by agreement with the WMF. However, Tom's amendment suggests that there are two cases: - amendments which are agreed by the WMF (-> no special resolution needed) - amendments not agreed by the WMF (-> special resolution needed). and I think the latter category just cannot exist... Andrew: If you say "outright repudiation", do you mean "termination of the contract" or "violation of the contract in force"? For the former: Well, both the motion by Thomas and the amendment by Tom agree that for termination, a Special Resolution is needed. For the latter: Are we indeed saying that we want to pass a clause requiring the board not to violate the contract? Is this not a bit....paranoid? Michael -- Michael Bimmler mbimmler(a)gmail.com

Thomas Dalton

11:40 a.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

2009/3/17 Michael Bimmler <mbimmler(a)gmail.com>om>:

...

Sorry, but somehow I fail to understand this.

You're not alone...

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- amendments which are agreed by the WMF (-> no special resolution needed) - amendments not agreed by the WMF (-> special resolution needed). and I think the latter category just cannot exist...

You're right, it can't. There is this little thing called "the law" to take into account...

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Andrew: If you say "outright repudiation", do you mean "termination of the contract" or "violation of the contract in force"? For the former: Well, both the motion by Thomas and the amendment by Tom agree that for termination, a Special Resolution is needed.

Yes, I'm sure we can all agree that termination should require a special resolution - it's equivalent to dissolving the charity, really.

...

For the latter: Are we indeed saying that we want to pass a clause requiring the board not to violate the contract? Is this not a bit....paranoid?

Just a little!

Andrew Gray

12:11 p.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

2009/3/17 Michael Bimmler <mbimmler(a)gmail.com>om>:

...

Andrew: If you say "outright repudiation", do you mean "termination of the contract" or "violation of the contract in force"?

Unilaterally saying "guys, we don't want to play any more, we're getting out", so I suppose option 1. As you say, both proposed versions cover this, I hadn't quite read through it... -- - Andrew Gray andrew.gray(a)dunelm.org.uk

Thomas Dalton

2:08 p.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

2009/3/17 Andrew Gray <andrew.gray(a)dunelm.org.uk>uk>:

...

2009/3/17 Michael Bimmler <mbimmler(a)gmail.com>om>:

Andrew: If you say "outright repudiation", do you mean "termination of the contract" or "violation of the contract in force"?

Unilaterally saying "guys, we don't want to play any more, we're getting out", so I suppose option 1. As you say, both proposed versions cover this, I hadn't quite read through it...

It should be clarified that we can only do that by giving notice 3 months before the agreement is due for renewal that we do not intend to renew it. Terminating the agreement in any other way would require bilateral consent.

Tom Holden

2:23 p.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

Fair points, it was late, I was being dozy. But note they perhaps make Tango's objection to our original proposed amendment look just as silly as my new proposed amendment now looks. If the contract's only going to be amended in agreement with WMF, doesn't that rather suggest it would never be amended to be a blank contract? An e-mail to Mike Godwin is all it'd take from a member of the community (not on the board) to make them realise the blatant dirty tricks that were getting pulled. If you're not convinced by this, how about a third amendment: "The board may not itself terminate the Chapters Agreement or amend it in any way such that Wiki UK Limited looses the right to the trademark Wikimedia UK." To reiterate, the reason why we want some flexibility to change it is that Mike has indicated all agreements will be being harmonised in the future and there are many other small details which may change over time (termination procedure, commercial operations, visual guidelines, licenses to "Wikimedia [Sub-region/country]" etc etc.) I hope this is more reasonable. Tom From: wikimediauk-l-bounces(a)lists.wikimedia.org [mailto:wikimediauk-l-bounces@lists.wikimedia.org] On Behalf Of Michael Bimmler Sent: 17 March 2009 09:12 To: wikimediauk-l(a)lists.wikimedia.org Subject: Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement On Tue, Mar 17, 2009 at 10:02 AM, Andrew Gray <andrew.gray(a)dunelm.org.uk> wrote: 2009/3/17 Michael Bimmler <mbimmler(a)gmail.com>om>:

...

Um...how exactly would you amend the contract to anything not agreed with the Wikimedia Foundation? Isn't it quite obvious that any amendment of

the

...

contract would need to be done in agreement with the other party of the agreement?

Amendment yes, outright repudiation quite possibly not... Sorry, but somehow I fail to understand this. We have a motion from Thomas Dalton that says, in summary, "The board may not itself amend or change the Chapters Agreement [but needs to get a Special Resolution etc.]". Tom Holden now proposes to change this to "[The board may not] terminat[e] it or [amend] it to anything not agreed with the Wikimedia Foundation." and I just fail to see how this makes sense: If the board decides that it is not happy with the contract as-is, then it needs to negotiate with the WMF to see whether they consent to amending it. That is, the only way the board can amend the contract is by agreement with the WMF. However, Tom's amendment suggests that there are two cases: - amendments which are agreed by the WMF (-> no special resolution needed) - amendments not agreed by the WMF (-> special resolution needed). and I think the latter category just cannot exist... Andrew: If you say "outright repudiation", do you mean "termination of the contract" or "violation of the contract in force"? For the former: Well, both the motion by Thomas and the amendment by Tom agree that for termination, a Special Resolution is needed. For the latter: Are we indeed saying that we want to pass a clause requiring the board not to violate the contract? Is this not a bit....paranoid? Michael -- Michael Bimmler mbimmler(a)gmail.com

Thomas Dalton

2:34 p.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

2009/3/17 Tom Holden <thomas.holden(a)gmail.com>om>:

...

Fair points, it was late, I was being dozy. But note they perhaps make Tango’s objection to our original proposed amendment look just as silly as my new proposed amendment now looks. If the contract’s only going to be amended in agreement with WMF, doesn’t that rather suggest it would never be amended to be a blank contract? An e-mail to Mike Godwin is all it’d take from a member of the community (not on the board) to make them realise the blatant dirty tricks that were getting pulled.

Personally, I would rather not rely on the WMF's ability to guage UK community opinion. It's not easy to guage the opinion of a community you aren't a member of.

...

If you’re not convinced by this, how about a third amendment: “The board may not itself terminate the Chapters Agreement or amend it in any way such that Wiki UK Limited looses the right to the trademark Wikimedia UK.”

That's better. I prefer my version, though. There is no need for a consensus on this, we can vote at the AGM. (You propose an amendment to my motion, we vote on that amendment. If 50% agree to amend it, then we require 75% to agree to implement the amended version, otherwise we require 75% to agree to implement to original version.)

...

To reiterate, the reason why we want some flexibility to change it is that Mike has indicated all agreements will be being harmonised in the future and there are many other small details which may change over time (termination procedure, commercial operations, visual guidelines, licenses to “Wikimedia [Sub-region/country]” etc etc.)

Are any of those likely to be urgent changes that can't wait until the next AGM?

AndrewRT

10:53 p.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

Tom, Thanks for your response here. Any member/s representing more than 5% of total membership (i.e. one person at the moment) can propose a resolution for the AGM. The Board is duty bound to circulate it. However, as special resolutions require notice, they cannot be amended after a discussion at the AGM. The exact text must be put as stated in the notice and will only pass if it receives 75% support. Without the Board's support the chance of a special resolution passing is, frankly, remote. You need to decide how you want your resolution to be worded. If you actually want it to pass, I think you should take on board people's concerns and reword it. The Board has suggested a compromise - preventing the Board from unilaterally withdrawing from the Agreement. As already pointed out, any amendment would require WMF approval. Please let me know your decision ASAP as I need to send out the notice in the next few days. regards, Andrew

Thomas Dalton

11:05 p.m.

New subject: Explanation of Motion to Entrench Chapter Agreement

2009/3/17 AndrewRT <raturvey(a)yahoo.co.uk>uk>:

...

I can't find where it says about the notice requirements, so I can't verify this, but I think as long as the proposed amendment is included in the notice there shouldn't be a problem. I would request that a statement of mine be included with the notice (I think that has the same 5% requirement) explaining my reasons (I can supply that tomorrow, it will be heavily based on my above email).

...

You need to decide how you want your resolution to be worded. If you actually want it to pass, I think you should take on board people's concerns and reword it.

You're not asking me to reword it, you are asking me to completely change it.

...

The Board has suggested a compromise - preventing the Board from unilaterally withdrawing from the Agreement. As already pointed out, any amendment would require WMF approval.

As I've explained, that proposal is a complete non-starter. The proposal to restrict terminating it or amending it to remove the fundamental trademark portion is a better option and I suggest someone propose that as an amendment. I still prefer my option since I'm yet to be convinced that there will be able changes so urgent they can't wait until the next AGM.

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participants (5)

Andrew Gray
AndrewRT
Michael Bimmler
Thomas Dalton
Tom Holden