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This reply has been sitting in my drafts folder, three-quarters done,
for a fortnight now; my apologies.
James D. Forrester wrote:
Diane Cabell wrote about the MoA:
> > James,
> > Here are some initial thoughts on the memorandum.
> > 1. Unlike commercial corporations, charities do not have to
> > include the term "Limited" in their name, but it does require a
> > special approval process which might take longer. I would suggest
> > you insert the full name as "Wiki Educational Resources Ltd." if
> > time is of the essence.
I don't think this applies (we're not in a dreadful hurry - if we were,
we'd have finished this two years ago when we were originally discussing
founding Wikimedia UK).
> > 2. The objects you describe in Sec. 3 are
> > charitable" and could be rejected. In other words, a commercial
> > enterprise might adopt these same objects. You need to include
> > some language that shows how you operate on a charitable basis.
> > See
> > http://www.charity-commission.gov.uk/registration/exobjintro.asp
> > Also, "campaign" is a loaded term and could be interpreted to
> > include impermissible political activities. Generally, charities
> > can't support political candidates although they are often
> > permitted to engage in legislative work, so one needs to be
> > cautious about this.
> > Here are the objects that I would suggest for Sec. 3:
> > "to advance the education of the general public worldwide by
> > (a) publishing a free, publicly-accessible encyclopedia and other
> > information resources via the internet and in other media;
> > (b) publishing other informational and educational materials at no
> > cost or at no profit; and
> > (c) encouraging the adoption of practices and policies that reduce
> > the cost of education by utilizing volunteer public
> > participation in the creation, dissemination and expansion of
> > informational material."
> > I can't assure you that this language will be approved either, but
> > it is less likely to raise red flags. One is allowed great leeway
> > in conducting activities that promote one's objects, so it isn't
> > necessary to get too detailed here.
I'm not sure about these different Objects, so I'll post-pone their
> > 3. Sec. 4(a)(x) should be amended to read as
below. The last
> > clause should qualify A, B and C; your version uses it only to
> > qualify C.
> > "(x) to:
> > (A) deposit or invest funds;
> > (B) employ a professional fund-manager; and
> > (C) arrange for the investments or other property of the Charity
> > to be held in the name of a nominee;
> > in the same manner and subject to the same conditions as the
> > trustees of a trust are permitted to do by the Trustee Act 2000."
Ah, whoops, a mistake in my formatting. Fixed.
> > 4. One doesn't cite to a
"Sub-sub-clause;" one merely cites to a
> > "sub-clause".
Right-o. Even if it is rather imprecise. :-)
> > 5. If you are going to add references to
overseas organizations in
> > some clauses [as you do in Sec. 4(a)(vi)], you should add it to
> > all similar references throughout the document; otherwise, the law
> > would presume you intended to restrict those other clauses to UK
> > domestic activity. See Sec. 8 for example, which determines where
> > the assets may be distributed if the company is dissolved.
Updated to include "[...], based either in the United Kingdom or
elsewhere,[...]" (though, as discussed, it may raise difficulties with
... and this about the AoA:
> > 1. Sec. 9(b) -- needs editing as it repeats itself on the
> > succeeding page.
> > This should be a simple either/or choice between two options:
> > either X% of the membership or Y members, whichever is greater (or
> > lesser, as you prefer).
> > 75% is a very high quorum. The members must meet annually and are
> > required to take certain mandatory actions. If the membership is
> > large, failure to meet the 75% minimum attendance could keep you
> > from holding the meeting even after 74% of the members have made
> > the effort to show up. This can actually become a tool to
> > disrupt the company. Generally a simple majority or less is
> > sufficient for a quorum. If the membership is very small, say
> > fewer than 10, then 75% may be totally appropriate, but in this
> > day and age it may be hard to get even that small a number
> > together for a meeting.
> > I'd suggest the following:
> > "A quorum is:
> > . a majority of the members entitled to vote upon the business
> > to be conducted at the meeting; or
> > . one tenth of the total membership at the time
> > whichever is the greater."
I've changed it to:
| A quorum is:
| * a majority of the members entitled to vote upon the business to be
| conducted at the meeting; or
| * one tenth of the total membership at the time
| whichever is the lesser.
Which is, I feel, clear enough, and along the lines of what we have
agreed would be appropriate.
> > You may, as a separate matter, require the
vote of a supermajority
> > to pass any resolution at the meeting. A simple majority vote is
> > required for votes at meetings of the directors [See Sec. 33(e)].
> > You may wish to add a mirror of 33(e) to Sec. 16. You can adjust
> > Sec. 16's voting requirement to 75% but bear in mind that a
> > supermajority requirement can often result in a frozen corporation
> > unable to muster enough votes to take action. While you may want
> > broad support for some types of votes, you certainly don't want to
> > be held up on more mundane activities.
Possibly. Thoughts, anyone? I'm not wholly enamoured with the idea,
> > 2. Sec. 9(d) and (e)
> > It is generally risky to condition the corporation's activities on
> > the presence of any single individual. A dissatisfied (or ailing)
> > Treasurer could simply fail to appear and hold up all the
> > proceedings, even those that don't affect the budget (such as
> > election of officers, appointment of additional directors,
> > amendment of bylaws, etc.). The directors have all the rights and
> > obligations of a treasurer. They may delegate these to an
> > officer, if they choose. Generally, it is accomplished by
> > enacting a set of bye laws for the corporation that specifies the
> > titles of the officers and their duties and empowers each as
> > appropriate. The members of the corporation, on the other hand,
> > are not generally responsible for the day-to-day operations of the
> > company and you don't want to hold up those activities until the
> > membership (often a very large class of individuals) holds its
> > meeting.
> > Instead of requiring the physical presence of a Treasurer, or allowing
> > one individual to hold up the proceedings of the corporation, it might
> > be more appropriate to enact a bye law that sets objective standards
> > for voting on budgetary items. For example, requiring that any vote
> > having a direct effect on expenditures should, _where possible_, be
> > reviewed and reported on by the Treasurer in advance. See Sec. 38(b)
> > as an example of objective language. The law requires the Directors to
> > take certain actions by certain dates (including filing annual reports
> > with Companies House and the Charity Commission and, of course, filing
> > tax returns), so it would be risky to make that review mandatory.
> > Otherwise the company might be in violation of the law because a
> > disgruntled Treasurer doesn't want to cooperate. Sec. 34(a) and (d)
> > present the same problem.
Possibly. The thing is, a great deal of the point behind Wikimedia UK is
to raise money for grants to give organisations for charitable purposes
(the Wikimedia Foundation would likely be the main beneficiary, yes, but
certainly not the only one), and in such circumstances, the Treasurer is
going to be absolutely vital; as we're quite a geographically spread-out
organisation, it would be very hard to have the entirety of the
Directors all "in the loop" 100% on every detail at every moment,
whereas a Treasurer would necessarily be involved in everything of that
sort, and so be a final authority.
How about adding something to Clause 31 saying that any Director can be
removed by the rest of the Directors in a vote in a DM? That would allow
unhelpful Treasurers to be replaced quite easily.
> > Note: If you intend to open a UK bank
account, the directors will need
> > to delegate the authority to do so to some specific individual. The
> > bank may require that the resolution contain particular language and
> > name the specific individual. Check with your bank first.
The resolution would be post-creation of the company, though, so I
assume we wouldn't need to fix this until then; we'd make any necessary
changes before submitting to the Commission, though, so it shouldn't be
> > 3. 10(a)
> > The final clause should not be merged into sub-section (ii). It
> > should qualify both (i) and (ii), so insert a line space after the
> > word "present;":
Another mistake in my formatting. Sorry. Fixed.
> > 4. 11(a) doesn't make sense to me.
> > The Charity Commission template uses the simple statement "General
> > meetings shall be chaired by the person who has been appointed to
> > chair meetings of the Directors."
> > Note: Directors are not necessarily members of the company unless you
> > require this elsewhere in the document. The UK concept of a charity
> > is that the directors are the trustees who act to direct a operations
> > that, in turn, benefit the membership. An example is a bunch of fat
> > cats who decide that the world needs another soup kitchen for the
> > deserving poor. The fat cats are generally the directors/trustees and
> > the deserving poor are generally the members. The rights of the
> > members of a charity are more limited than those of a commercial
> > share-holder organization. The reason is that the directors are
> > responsible for funding the operation and may decide, if they see fit,
> > to change the beneficiaries of their operations (perhaps turn it into
> > a library if they decide that the deserving poor are getting too fat).
> > Even for shareholder organizations, the members generally have very
> > few powers over daily operations.
I have no problem with it - GMs are chaired either by the Director who
chairs DMs, or a Member who the Directors have chosen so to do. It's
We might want to add something about Directors having to also be
Members, though, yes; 31(c) implies it, of course ("A Director shall
cease to hold office if he [...] ceases to be a member of the Company").
> > 5. Sec. 15 permits membership votes without
a face-to-face meeting as
> > does Sec. 37 for meetings of directors. Very handy. You may wish to
> > add (either in this section or in a new clause at the end of the
> > document) that electronic and facsimile signatures shall be considered
> > as valid signatures wherever signatures are required by the Articles.
> > This would allow you to get faxed copies when you want to take a vote
> > without holding a general meeting. The downside is that the
> > signatures are easier to forge, so it may be a tough choice. Where
> > the membership and directors are few and well-known to each other,
> > electronic sigs are pretty safe.
Electronic signatures as specified as legally binding under UK law are
quite (read: very) complicated, and, as discussed, I don't think we want
fax signatures to be used. What are others' opinions?
[Snip more stuff about the Treasurer position, answered above.]
> > 7. The Articles require signatures. See
page 24 of the template at
> > http://www.charity-commission.gov.uk/
> > Library/publications/pdfs/gd1text.pdf.
Ah, yes, forgot that part when duplicating the style of the MoA. Added.
James D. Forrester
Wikimedia : [[W:en:User:Jdforrester|James F.]]
E-Mail : james(a)jdforrester.org
IM (MSN) : jamesdforrester(a)hotmail.com
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