My view is that's fine. The community have a variety of ways of dealing with a board which goes off the rails and whilst the board have our confidence they should be reasonably able to deal with anything that comes along. Andrew 2008/10/3 Andrew Turvey <raturvey(a)yahoo.co.uk>uk>:

At 22:38 +0100 3/10/08, Andrew Cates wrote: There's the rub.... The community and the legal body are distinct (in particular the guarantor members). Gordo -- "Think Feynman"///////// http://pobox.com/~gordo/ gordon.joly(a)pobox.com///

I think this is a necessary power, which won't be abused. But if there are concerns here about abusive mass expulsions to retain control, the power could simply be limited to a max of 10 expulsions per year by tacking onto AoA 4.4 something like: (c) the Directors have since the previous Annual General Meeting terminated the membership of fewer than ten members. Or the limit could be made 5% of the membership to allow for a large membership when 10 might be too few. Richard -- Richard Wendland richard(a)wendland.org.uk

On Sat, October 4, 2008 13:00, Thomas Dalton wrote: No, a contract doesn't create a relationship in that way. You have a contract with your bank but that doesn't mean you have a 'connection' in control / management (ie legal) terms. The agreement to use the trading name can e withdrawn without affecting the company using it - the effective wall that needs to be between the WMF and every Chapter - but including it explicitly in founding documentation would bridge (er door?) that wall. Alison

On Sat, Oct 4, 2008 at 5:00 PM, Thomas Dalton <thomas.dalton(a)gmail.com> wrote: Possibly. But I would strongly advise, from a ChapCom point of view, against a sentence, which was proposed here, if I recall correctly, such as "The association shared the goals and vision of the Wikimedia Foundation" (I quote from memory but it was in this direction). This suggests that, whatever WMF does and in the future decides to do, WmUK will principally follow. And here, a judge might intervene and say "Hey, wait a moment, if WmUK ties its goals so closely to the Wikimedia Foundation and just incorporates them by reference as their own goals, this company is probably really just a branch of the WMF. And if the WMF changes its goals, the branch will follow. So why exactly did you say that you are not WMF's British daughter company representing them?" (I am aware that there is a bit of a non sequitur between the second last sentence and the following question. But then, I am afraid you need to calculate the possibility that a judge will make this non sequitur). And yes, WmCH bylaws do have a similar sentence. Now, with the experience of some more years, I would not include it anymore. But at least, we also have quite a few sentences on our goals independent from the WMF. Regards, Michael -- Michael Bimmler mbimmler(a)gmail.com

On Sat, Oct 4, 2008 at 9:09 PM, Thomas Dalton <thomas.dalton(a)gmail.com> wrote: Agreed. For reference and possibly inspiration, I'm providing the Swiss version , though this includes direct financial support (which we, contrary to you, can do and are doing). Consider especially point 4 for actual activities. Michael " 1. The purpose of the Association is to support the creation, collection and distribution of Open Content in a not-for-profit way in order to support education and the equal opportunity of access to knowledge. In terms of the Association, Open Content refers to all work that has been placed by its author under a license, which allows everybody to modify and distribute these works. In addition, the awareness of the related social and philosophical issues will be enhanced. 2. For collection and distribution of Open Content, Wikis should be used predominantly, yet not exclusively. Wikis are software systems accessible via the Internet which let their users both access and modify content, thus enabling the joint creation of such content. The most prominent example of this principle is the free encyclopedia "Wikipedia" initiated by Larry Sanger and Jimmy D. Wales which is operated by the Wikimedia Foundation. 3. The Association shares the objectives of the Wikimedia Foundation, Inc., a not-for-profit organisation based in Florida, USA. The Wikimedia Foundation coordinates activities along the lines of the Association's purpose within the international sector, and manages the name Wikimedia as well as the names of the various international Wikimedia projects. 4. The Association's purpose is to be pursued by: - the operation and the funding of operation of online systems for creation, collection and distribution of Free Content. - the distribution and the support of distribution of Free Content by other means, eg. in digital or printed form, with focus on the contents of the international Wikimedia projects. - the acquisition, provision and distribution of information and public relations work relating to Free Content, Wikis and the various Wikimedia projects through events or printed media. - resolving scientific, social, cultural and legal issues relating to Free Content and Wikis, eg. through expert opinions, surveys, studies, and the awarding of scholarships. - the support of the interchange and cooperation of the Wikimedia-projects in various languages, especially German, French, Italian and Rhaeto-Romanic, as well as in Swiss dialects in the Alemannic Wikimedia-projects. 5. The Association may collect funds for or transfer them to other tax-exempt corporations or corporations under public law, if they are used exclusively for the purposes mentioned above, and it may hold shares or be a member of such corporations. 6. The Association does not pursue commercial aims and does not seek to make profit. 7. Funds of the Association can only be used for purposes stated in these statutes. Its members do not, as members, get any financial benefits from the Association's funds. Members may not receive any part of the assets of the Association when they cancel their membership, or when the Association is dissolved or terminated. No person may benefit through spendings which are not necessary for the promotion of its aims or through disproportionally high payments. "