Dear all,
I have just created a page with details of draft changes to the Articles of Association for the EGM planned for April 13th.
These are drafted to cover the two Governance Review recommendations that would most affect the conduct of the AGM in June, i.e. the changes to the size of the Board and extending the Board to include co-opted Trustees. They also cover a proposal to change the voting system by which elected trustees are elected, which has been a long-running issue (and ought to have been sorted out last September; sadly more important governance issues got in the way).
Obviously it will be for the membership to decide whether to accept or reject these particular recommendations but it would be great if you could review the draft amendments at this stage.
Please do read, consider and comment, here: http://uk.wikimedia.org/wiki/EGM_2013/Draft_Resolutions
And if anyone ever wants to know where we are at with the implementation of the Governance Review, there is a handy table, here: http://uk.wikimedia.org/wiki/Governance_review/Implementation
Many thanks,
Chris Keating
Obviously it will be for the membership to decide whether to accept or reject these particular recommendations but it would be great if you could review the draft amendments at this stage.
Please do read, consider and comment, here: http://uk.wikimedia.org/wiki/EGM_2013/Draft_Resolutions
PS. Just to clarify, these are resolutions as drafted by our lawyers: they have not yet been reviewed by the Board - obviously it remains important that we draft things in public where we can!
Chris
When the chapter was set up back in 2008 we had had the recent experience - the so-called Wikimedia UK v1 - of a board which had been established, wasn't functioning well but the community was unable to correct this situation. For that reason the new chapter, when it managed to set itself up said "we are committing now to being open, transparent and democratic from the get go"
http://uk.wikimedia.org/w/index.php?title=Main_Page&oldid=1852
The explanatory notes that accompanied the original Articles of Association proclaimed that "*our charity will be member-led **and we want the norm to be that directors are elected by the members**"*
A "member-led" organisation - imagine that? In simple terms, an organisation that trusts the 5,000-strong UK Wikimedia community more than a handful of people who currently sit on the board.
My goodness how far away has the chapter gone from those original values.
First step down the slippery slope was the move towards two-year terms. Now we have these bonkers changes drempt up by a consultancy who took no consideration whatsoever of our particular values and want to model ourselves on other board-led charities. Guess what, we know how other charities are run and make a conscious decision at the start to do something different. After all, no other encyclopedias are written by non-specialists. Wikipedia was the first major website to give its entire content away under a free license. No other major website is run by a charity. Of course we're different. That's the bloody point.
For goodness sake, they even want to change the articles to get some complex provision in there that means there would never be a majority of directors up for election in a single year - because god forbid that the community would actually wanting to kick out a poorly-performing board en mass. God forbid the board should be subject to any accountability for their performance.
All I can say is thank goodness we don't have a board that is poorly performing, divided, poorly led, losing control of the direction of the charity, losing their major source of income or anything like that.
Because who knows what would happen then?
On Wed, Mar 6, 2013 at 8:33 PM, Chris Keating chriskeatingwiki@gmail.comwrote:
Obviously it will be for the membership to decide whether to accept or reject these particular recommendations but it would be great if you could review the draft amendments at this stage.
Please do read, consider and comment, here: http://uk.wikimedia.org/wiki/EGM_2013/Draft_Resolutions
PS. Just to clarify, these are resolutions as drafted by our lawyers: they have not yet been reviewed by the Board - obviously it remains important that we draft things in public where we can!
Chris
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
On Mar 6, 2013 11:45 PM, "Andrew Turvey" andrewrturvey@googlemail.com wrote:
For goodness sake, they even want to change the articles to get some
complex provision in there that means there would never be a majority of directors up for election in a single year - because god forbid that the community would actually wanting to kick out a poorly-performing board en mass. God forbid the board should be subject to any accountability for their performance.
Actually, that complex provision is already in there - I wrote it! It does the opposite of what you think - it makes sure there is always at half (rounded down) of the board up for election at the next AGM. Without it, you might have the whole board resign at once and a new board all be elected for two year terms and then there is no election next year. My complex provision avoids that by giving some of them one year terms.
The lawyers are suggesting that having co-option means we could choose to remove that clause, but I didn't follow that reasoning.
On 06/03/13 23:45, Andrew Turvey wrote:
A "member-led" organisation - imagine that? In simple terms, an organisation that trusts the 5,000-strong UK Wikimedia community more than a handful of people who currently sit on the board.
I see this as a confusion of the legal situation. I understand the aspiration, of course.
Board - a dozen, or so..........
Membership - several hundred
Community - several thousand
The board and the membership (since WMUK is company limited by guarantee) have a legal footing. The wider community does not. Wouldn't it be nice if all 5,000 joined the current membership?
Gordo
On 7 March 2013 09:54, Gordon Joly gordon.joly@pobox.com wrote:
I see this as a confusion of the legal situation. I understand the aspiration, of course.
Board - a dozen, or so..........
Membership - several hundred
Community - several thousand
The board and the membership (since WMUK is company limited by guarantee) have a legal footing. The wider community does not. Wouldn't it be nice if all 5,000 joined the current membership?
It's always been the nature of the Wikimedia community that people get involved in those things they consider interesting or worthwhile and leave other things to other people. The membership is the subset of the community that has chosen to get involved with the chapter (a little more effort to ensure that everyone makes an informed choice about whether or not to get involved would be good - I know Katherine was working on a plan to increase membership, but I suspect it ended up taking a back seat during the governance stuff).
On 07/03/13 12:14, Thomas Dalton wrote:
On 7 March 2013 09:54, Gordon Joly gordon.joly@pobox.com wrote:
I see this as a confusion of the legal situation. I understand the aspiration, of course.
Board - a dozen, or so..........
Membership - several hundred
Community - several thousand
The board and the membership (since WMUK is company limited by guarantee) have a legal footing. The wider community does not. Wouldn't it be nice if all 5,000 joined the current membership?
It's always been the nature of the Wikimedia community that people get involved in those things they consider interesting or worthwhile and leave other things to other people. The membership is the subset of the community that has chosen to get involved with the chapter (a little more effort to ensure that everyone makes an informed choice about whether or not to get involved would be good - I know Katherine was working on a plan to increase membership, but I suspect it ended up taking a back seat during the governance stuff).
Increasing the membership has to be planned. If there were 5,000 members overnight, it would not be good at all.
Previously I have suggested multiple levels of "membership"..... such as members of the charity, and a wider group of members of a "friends" group, who would not be able to vote at general meetings, but would benefit from association to WMUK. Maybe a mug?
Gordo
On 7 March 2013 12:23, Gordon Joly gordon.joly@pobox.com wrote:
Increasing the membership has to be planned. If there were 5,000 members overnight, it would not be good at all.
Previously I have suggested multiple levels of "membership"..... such as members of the charity, and a wider group of members of a "friends" group, who would not be able to vote at general meetings, but would benefit from association to WMUK. Maybe a mug?
Yeah, it was always a little vague about what the benefits of being a "friend" would be...
On 07/03/13 12:25, Thomas Dalton wrote:
On 7 March 2013 12:23, Gordon Joly gordon.joly@pobox.com wrote:
Increasing the membership has to be planned. If there were 5,000 members overnight, it would not be good at all.
Previously I have suggested multiple levels of "membership"..... such as members of the charity, and a wider group of members of a "friends" group, who would not be able to vote at general meetings, but would benefit from association to WMUK. Maybe a mug?
Yeah, it was always a little vague about what the benefits of being a "friend" would be...
A mug? Surely that's enough?!?!?
Gordo
A "member-led" organisation - imagine that? In simple terms, an organisation that trusts the 5,000-strong UK Wikimedia community more than a handful of people who currently sit on the board.
My goodness how far away has the chapter gone from those original values.
Hi Andrew,
Just wanted to respond to your email. I could reply at great length (indeed, I started drafting several replies, some of which tried to deal with everything about Wikimedia UK's values) but as I am running out of time to finish this email I want to focus on just one specific issue - the main one covered in this EGM - which is about the co-option of Trustees.
The ultimate goal, to which this proposal is an end, is broadening the skills and experience available on the Board. In the light of the experience of the last year, I personally think that's an important goal and it is important that we do that. Indeed, if we'd had a couple more voices on the Board in the last year with more prior experience of charity governance then I think we might well have approached some issues differently and saved ourselves, the membership, and the community a lot of trouble.
It's quite possible to argue that it ought to be possible to elect people with an appropriately broad range of skills and experience from on and off Wikipedia, and that is a viewpoint I respect. Our members are very intelligent people and certainly have our mission, values and ethos at heart. My own view, however, is that it would be very helpful to be able to co-opt to fill not just casual vacancies but gaps in experience. Not just in terms of making life easier for the Board - or the Chair or the Chief Executive - but in improving the performance of the Board, and thus helping the whole organisation.
It's also worth pointing out that this recommendation from the Governance Review is adopted by the membership (and, of course, it's the members' decision) the whole Board will remain accountable to the membership - including of course the provisions of s168 of the Companies' Act which mean the membership can if they so wish remove directors. So if the membership really did want to "sack the lot of them" it remains possible. Speaking personally, I'd like to think I would step down voluntarily long before there was any feeling of "you have sat here too long for any good you have been doing".
Regards,
Chris
First step down the slippery slope was the move towards two-year terms. Now we have these bonkers changes drempt up by a consultancy who took no consideration whatsoever of our particular values and want to model ourselves on other board-led charities. Guess what, we know how other charities are run and make a conscious decision at the start to do something different. After all, no other encyclopedias are written by non-specialists. Wikipedia was the first major website to give its entire content away under a free license. No other major website is run by a charity. Of course we're different. That's the bloody point.
For goodness sake, they even want to change the articles to get some complex provision in there that means there would never be a majority of directors up for election in a single year - because god forbid that the community would actually wanting to kick out a poorly-performing board en mass. God forbid the board should be subject to any accountability for their performance.
All I can say is thank goodness we don't have a board that is poorly performing, divided, poorly led, losing control of the direction of the charity, losing their major source of income or anything like that.
Because who knows what would happen then?
On Wed, Mar 6, 2013 at 8:33 PM, Chris Keating chriskeatingwiki@gmail.comwrote:
Obviously it will be for the membership to decide whether to accept or reject these particular recommendations but it would be great if you could review the draft amendments at this stage.
Please do read, consider and comment, here: http://uk.wikimedia.org/wiki/EGM_2013/Draft_Resolutions
PS. Just to clarify, these are resolutions as drafted by our lawyers: they have not yet been reviewed by the Board - obviously it remains important that we draft things in public where we can!
Chris
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
-- Andrew Turvey -- 07403 216 991 @AndrewTurvey https://twitter.com/#!/AndrewTurvey http://www.facebook.com/andrew.turvey http://en.wikipedia.org/User:AndrewRT http://englishwikipedian.blogspot.co.uk/
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
I have just created a page with details of draft changes to the Articles of Association for the EGM planned for April 13th...
Obviously it will be for the membership to decide whether to accept or reject these particular recommendations but it would be great if you could review the draft amendments at this stage.
Please do read, consider and comment, here: http://uk.wikimedia.org/wiki/EGM_2013/Draft_Resolutions
Just wanted to say thank you to everyone who's taken the trouble to review these and offer comments. There are a couple of open questions on the talk page, please do take the time to have a look if you can.
Thanks,
Chris
wikimediauk-l@lists.wikimedia.org