**Quorum**:
TD suggested upping the quorum to 10 as this would be twice the size of the current board. However the board is likely to grow in future, so a fixed limit of 10 is unlikely to remain double the board for very long. I'm also not sure if there's ever a circumstance (short of a hurricane/terrorist attack) at which I'd think it was right that a meeting was cancelled because we failed to make quorum. Meetings are announced a long time in advance, so there is no reason why most of the interested parties shouldn't turn up, which makes me rather lean towards having a low quorum (which is not to say I wouldn't be shocked if less than 10 people turned up and indeed that I'd try to minimise the number of definite decisions that were made at such an AGM). Note that as it currently stands if less than 10% of the membership turns up quorum is automatically failed anyway.
**Voting**:
TD suggested (if I understood right) basically using the same mechanism for voting at AGMs as we used for this election. This seems eminently sensible to me, though we do have to be careful with large departures from the text of the suggested AoA.
**Location**:
TD suggested we insert a provision explicitly allowing for IRC board meetings. Again this seems sensible to me, but we have to be careful legally.
**Indemnity**:
There are various different options for securing indemnity for directors/officers (article 49 here:
http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1text.pdf
). I recommend we get legal advice on this.
**Age limits on members**:
(Not entirely sure this would go in the AoA.) Question is: do we want to allow under 16 members?
**Delegation**:
TD suggests giving directors the right to delegate their powers and functions to committees of *members* rather than merely committees of directors (as is guaranteed by the existing article 38). While I accept that this would be nice, my hunch is that it's too legally risky to be worth it. There's no reason why a director couldn't oversee a committee of members helping them perform some task, just as long as the ultimate responsibility and executive power remained with the director.
Are there any other AoA issues that we should also be thinking about?
Tom
2008/10/2 Tom Holden thomas.holden@gmail.com:
**Quorum**:
TD suggested upping the quorum to 10 as this would be twice the size of the current board. However the board is likely to grow in future, so a fixed limit of 10 is unlikely to remain double the board for very long. I'm also not sure if there's ever a circumstance (short of a hurricane/terrorist attack) at which I'd think it was right that a meeting was cancelled because we failed to make quorum. Meetings are announced a long time in advance, so there is no reason why most of the interested parties shouldn't turn up, which makes me rather lean towards having a low quorum (which is not to say I wouldn't be shocked if less than 10 people turned up and indeed that I'd try to minimise the number of definite decisions that were made at such an AGM). Note that as it currently stands if less than 10% of the membership turns up quorum is automatically failed anyway.
In planning for Wikimedia PA, we tried an approach that was a little more variable, to account for the fact that we would start off very small, and could eventually become very large. Defining a quorum as something like "10% of active dues-paying membership or 10 persons, whichever is less" accounts for the fact that the board will grow as the community grows.
You really do need to have a quorum. No matter how much time in advance you advertise a meeting, if it's in a very inconvenient place and if it's at a very inconvenient time, you won't get many people there. This sounds like a recipe for forcing an unpopular agenda to me. Having a quorum requirement means that the community will always be represented in any decision.
TD suggested we insert a provision explicitly allowing for IRC board meetings. Again this seems sensible to me, but we have to be careful legally.
Again, in WMPA we had allowances for this too because it would be so difficult to host a meeting at a place where every PA resident could easily get to. We allowed for members to participate in meetings via internet, telecommunications, or via authorized proxy. We also allowed for these things to count towards a quorum: So people who joined in on IRC or on a conference call or something, or who authorized a voting proxy counted towards the quorum. This also helps to eliminate the possibility that an inconvenient meeting place/time will disenfranchise your members.
You probably won't want to be as liberal as we were trying to be in this area, but it's food for thought.
--Andrew Whitworth
In planning for Wikimedia PA, we tried an approach that was a little more variable, to account for the fact that we would start off very small, and could eventually become very large. Defining a quorum as something like "10% of active dues-paying membership or 10 persons, whichever is less" accounts for the fact that the board will grow as the community grows.
I think you mean "whichever is greater". The model docs already have the 10% bit in them, you just have to fill in the blank for the "or [ ] persons" bit, that's where I'm suggesting 10.
TD suggested we insert a provision explicitly allowing for IRC board meetings. Again this seems sensible to me, but we have to be careful legally.
Again, in WMPA we had allowances for this too because it would be so difficult to host a meeting at a place where every PA resident could easily get to. We allowed for members to participate in meetings via internet, telecommunications, or via authorized proxy. We also allowed for these things to count towards a quorum: So people who joined in on IRC or on a conference call or something, or who authorized a voting proxy counted towards the quorum. This also helps to eliminate the possibility that an inconvenient meeting place/time will disenfranchise your members.
You probably won't want to be as liberal as we were trying to be in this area, but it's food for thought.
I think allowing people to contribute to general meetings remotely would be a bad idea, it's just too complicated to organise (you just know you'll spend the first 20 minutes of the AGM saying "can you hear me now?" over and over). Board meetings should allow any reasonable form of participation. Allowing proxies is a legal requirement since the Companies Act 2006 and it already in the model articles.
2008/10/2 Tom Holden thomas.holden@gmail.com:
**Quorum**:
TD suggested upping the quorum to 10 as this would be twice the size of the current board. However the board is likely to grow in future, so a fixed limit of 10 is unlikely to remain double the board for very long. I'm also not sure if there's ever a circumstance (short of a hurricane/terrorist attack) at which I'd think it was right that a meeting was cancelled because we failed to make quorum. Meetings are announced a long time in advance, so there is no reason why most of the interested parties shouldn't turn up, which makes me rather lean towards having a low quorum (which is not to say I wouldn't be shocked if less than 10 people turned up and indeed that I'd try to minimise the number of definite decisions that were made at such an AGM). Note that as it currently stands if less than 10% of the membership turns up quorum is automatically failed anyway.
I don't see any real need to enlarge the board in the foreseeable future. If we do, we'll hopefully have more than 100 members anyway, so the quorum will be higher anyway. Having a reasonable high quorum forces the board to arrange the AGM at a time and place that people can get to, if it's low we run the (hopefully slim) risk of a rogue board calling an AGM somewhere no-one can get to at a really inconvenient time so that they can just vote themselves in for another term.
**Voting**:
TD suggested (if I understood right) basically using the same mechanism for voting at AGMs as we used for this election. This seems eminently sensible to me, though we do have to be careful with large departures from the text of the suggested AoA.
Yeah, that's pretty much it. I think this is a departure that's required, since the current wording doesn't work at all. I think it's intended for charities where the membership just ratifies the board's decisions about new board members, which isn't how we want to do things.
**Location**:
TD suggested we insert a provision explicitly allowing for IRC board meetings. Again this seems sensible to me, but we have to be careful legally.
If you want to have IRC board meetings (and I think it's agreed that we do) then it is a legal requirement to include it in the articles. I believe there is something on the charity commission website about it somewhere.
**Indemnity**:
There are various different options for securing indemnity for directors/officers (article 49 here:
http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1text.pdf
). I recommend we get legal advice on this.
I'd like to get legal advice on all of it, but we can't afford it. We can get informal advice for the tame barrister, but that's about it.
**Age limits on members**:
(Not entirely sure this would go in the AoA…) Question is: do we want to allow under 16 members?
I don't see why not. We can only restrict membership if it's in the best interests of the charity, and I can't see why it would be.
**Delegation**:
TD suggests giving directors the right to delegate their powers and functions to committees of *members* rather than merely committees of directors (as is guaranteed by the existing article 38). While I accept that this would be nice, my hunch is that it's too legally risky to be worth it. There's no reason why a director couldn't oversee a committee of members helping them perform some task, just as long as the ultimate responsibility and executive power remained with the director.
Well, it would need to be two directors, since that's the minimum for a committee of directors. I can't see it being a legal problem because it's perfectly common to delegate to employees, so why not members? We would need legal advice on how to word it, though, and exactly what level of oversight the board would need to have.
wikimediauk-l@lists.wikimedia.org