Hi all,
I've tried to put together a summary below of where I think the discussion are on the various parts of the Memorandum and Articles of Association. At the Board meeting on Thursday, it was decided that we would try to discuss these as much as possibly on this email list and meta with an aim of approving a draft set of documents at the Board meeting on Tuesday 7th. The two core aspects - being a charity and being a company limited by guarantee - have been decided but all other items are up for discussion.
Are there any other areas that people want to bring up as issues? If so, please could you raise them on the email list here or on meta - but please change the subject line to something more descriptive first though!
If anyone wants to add or change anything below please feel free and let's see how much we can agree here before Tuesday:
I've put them in the order they appear in the M&A and formatted each section like this:
A Area:
1) Option 1 - Consensus View 2) Option 2 - Consensus View
Comments
Memorandum of Association:
A: Company Name:
1) Wikimedia UK - ChapCom have advised us against this 2) Wiki UK Limited / Wiki Information Network UK Limited - Consensus is a name something like this
B: Location of Registered Office
1) England & Wales - Consensus is this one as most people are based here 2) Scotland/N Ireland
C: Objects:
1) A single broad statement, encompasing the charitable object "promotion of education" with the visions and mission statements of the Wikimedia Foundation 2) A series of more specific objects (options detailed at http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Objectives&...) 3) A combination of the two
No consensus as yet on the approach to take
D: Powers / Use of Property
1) Standard powers (possibly with restriction on directors through a Special Resolution) - consensus is to go with these 2) Restricted powers
E: Membership
1) Standard clauses - No objections to these
Articles:
F: Interpretation
1) Expanded definition of "address" to allow for notices on wikimedia talk pages
This is a minor change I have raised on meta at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Interpretation.
G: Members
1) Standard powers for directors to refuse/revoke membership where "in the best interests of the charity" - consensus seems to be to adopt these 2) Restricted or no powers to restrict/revoke membership
Note the articles do not specify a minimum age limit - at it stands, a limit could be introduced under this power to refuse membership in the best interests of the charity
H: Classes of Membership
1) Standard powers for directors to create new membership classes 2) Make these powers subject to consent of membership in a Special Resolution - no clear consensus yet
(I've put some suggested text for (2) at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Classes_of_Membership.)
I: General Meetings
1) Standard clause requiring first AGM within 18 months 2) Implement earlier consensus with first AGM within 6 months - not yet discussed
J: GM Quorum
1) Standard clause (Greater of 1/10th of members and a minimum) - tentative consensus at this with a minimum of 10 2) Lower minimum
1) include IRC attendees in quorum/voting 2) include only physically present and proxies in quorum/voting - opinion seems to be in favour of this one
note under (2), IRC attendees could always appoint the chair as their proxy and instruct them how to vote so be included this way except the proxy form would have to be in 48 hours beforehand
K: Director Age
1) Limit Directors to 18+ 2) Limit Directors to 16+ - may cause problems with Charity Commission 3) Limit Directors to 16+ with a proviso that a majority of directors must be over 18
I've drafted some words for option (3) at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Directors. no consensus yet
L: Number of Directors
1) Standard number (at least 3 but no maximum) 2) Fixed number (changeable with 75% membership vote) 3) Range
We haven't discussed this yet - what are people most confortable with?
Can I also ask for a derogation in the first month so that its easier to set up the company (reduce the minimum number of directors to one for the first month from incorporation)
M: Re-election
1) Standard clause (1/3 directors re-elected each year except for initial directors who all retire at first AGM); members can also recall a director with a vote at the AGM with 28 days notice - consensus seems to support this 2) All directors retire each year
1) Standard method of election (50%+ resolution with notice) 2) Implement the method used for the initial board
Note we could implement (2) by leaving the articles as they are and introducing "Board Rules" that cover the selection of new directors
N: Co-option
1) Standard powers for directors to coopt further directors until next AGM 2) Restricted powers - only to replace resignations 3) Restricted powers - only resignations plus certain number 4) No powers - directors have to call general meetign of members to replace resignations
No discussion on this yet
O: Proceedings of Board
1) Standard clauses 2) Extended definition of "present" to allow IRC meetings - seems to be supported in principle subject to legal oks
I've drafted some suggested wording at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Proceedings_of_Director....
P: Board Quorum
1) Standard (One third or Two if greater) 2) Larger (More than one half or Two if greater)
No discussion yet - is two directors really enough to make decision? Bearing in mind we can always make decisions by written resolution if we cant get a meeting together.
Q: Delegation
1) Standard (committee of 2 or more directors) 2) Extended to allow delegation to committee of non-board members - this has been suggested but there are concerns.
Note that we could appoint committees to do certain things as long as they weren't exercising "Board powers"
R: Indemity:
Standard Articles have four options: 1) Board _may_ indemnify directors 2) Board _may_ indemnify directors, auditors, accoutants or officers 3) Board _must_ indemnify directors & auditors 4) Board _must_ indemnify directors, auditors, accountants or officers
Another option is: 5) Board will not indemnify directors
No opinions have been expressed on any of these options.
I suggest we exclude (3) and (4) as insurance costs money and the Board should always have the choice to save money if they can!
Does anyone have any thoughts on this?
S: Rules:
1) Standard clause allowing directors to make, amend rules 2) Amended version saying rules made members cant be revoked by directors
I've given some suggested wording for (2) here: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Rules.
This would be particularly significant if our election procedure was implemented through Board Rules.
After all that, is there anything I've missed, or any other issues anyone thinks need to be raised?
If people could suggest any ways of getting to a consensus on any of the above please do contribute
Regards,
B: Location of Registered Office
- England & Wales - Consensus is this one as most people are based here
- Scotland/N Ireland
If you want to be a Scottish charity some of the rules are very different and we may need to start from scratch with the planning - I think it's best to stick with England & Wales.
I: General Meetings
- Standard clause requiring first AGM within 18 months
- Implement earlier consensus with first AGM within 6 months - not yet
discussed
I'm not sure about that one... it makes sense to have the rule we've already set down informally made formal, but then in the unlikely event that someone comes up that makes holding an AGM difficult it would be good if the board had some extra freedom. We could go somewhere inbetween - 6 months unless waived by a written special resolution of members authorising the board to defer the AGM by a certain amount, limited to with 18 months of incorporation.
L: Number of Directors
- Standard number (at least 3 but no maximum)
- Fixed number (changeable with 75% membership vote)
- Range
We haven't discussed this yet - what are people most confortable with?
The standard way would be to put the maximum in the Rules, I think by default just an ordinary resolution (or even just a director resolution, possibly) would be required. I have no problem with that.
Can I also ask for a derogation in the first month so that its easier to set up the company (reduce the minimum number of directors to one for the first month from incorporation)
As I said on meta, I'm not entirely comfortable with that. Normally, it wouldn't bother me, but we've been burned once already and however much I want to trust the board I don't feel happy taking such a risk just for a bit of convenience. I think a real life board meeting before incorporation would be a good thing - make sure the board know each other properly and can discuss things far more efficiently.
M: Re-election
- Standard clause (1/3 directors re-elected each year except for initial
directors who all retire at first AGM); members can also recall a director with a vote at the AGM with 28 days notice - consensus seems to support this 2) All directors retire each year
Having all directors retire can cause chaos because there is no continuity. A general meeting can pass an ordinary resolution getting rid of the entire board should they want to in exceptional circumstances.
- Standard method of election (50%+ resolution with notice)
- Implement the method used for the initial board
Note we could implement (2) by leaving the articles as they are and introducing "Board Rules" that cover the selection of new directors
As long as it's done by a general meeting and we're sure about the board not being able to change it - the board should not have control over board elections since that's very much open to abuse.
N: Co-option
- Standard powers for directors to coopt further directors until next AGM
- Restricted powers - only to replace resignations
- Restricted powers - only resignations plus certain number
- No powers - directors have to call general meetign of members to replace
resignations
No discussion on this yet
I think (4) is a bad plan, it's just too restrictive. The other 3 are all equivalent if the rule about maximum board size can't be varied by the board. I don't see a serious problem with the board increasing its size, decreasing it should certainly require an ordinary resolution.
P: Board Quorum
- Standard (One third or Two if greater)
- Larger (More than one half or Two if greater)
No discussion yet - is two directors really enough to make decision? Bearing in mind we can always make decisions by written resolution if we cant get a meeting together.
If the board are unable to meet things become very difficult. There is only so far written resolutions can take you. There are notification requirements that prevent members of the board from excluding other members, so a low quorum isn't a serious problem.
R: Indemity:
Standard Articles have four options:
- Board _may_ indemnify directors
- Board _may_ indemnify directors, auditors, accoutants or officers
- Board _must_ indemnify directors & auditors
- Board _must_ indemnify directors, auditors, accountants or officers
Another option is: 5) Board will not indemnify directors
No opinions have been expressed on any of these options.
I suggest we exclude (3) and (4) as insurance costs money and the Board should always have the choice to save money if they can!
Does anyone have any thoughts on this?
I suggested (2) in my initial email of suggestions. It gives the most freedom and I don't see a reason to restrict it. Remember, a general meeting can always use a special resolution (or probably even an ordinary one via Rules) to restrict the board's actions.
S: Rules:
- Standard clause allowing directors to make, amend rules
- Amended version saying rules made members cant be revoked by directors
I've given some suggested wording for (2) here: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Rules.
This would be particularly significant if our election procedure was implemented through Board Rules.
Rules made by general meetings certainly shouldn't be changed by the board, although I'm not sure if that needs to be made explicit or not... it's probably good to do so. One possible alternative is to stop the board changing it for a certain amount of time only, but that doesn't seem necessary since they can just propose a motion at the next general meeting if they want to remove it and I wouldn't suggest having the time limit less than a year.
A: I’d like to oppose including “limited” in the strongest possible terms. For one thing we’ll be a CIO within 6 months in all probability, for another “limited” sends entirely the wrong impression.
C: We need the multiple objectives used by WM1.0 as they are necessary to ensure the charity is free to do all it needs to do. If you like the WM mission statement there’s no reason we can’t add it to the list.
F: I also absolutely oppose notification on talk pages counting as legal notification. E-mail, sure, but talk-page notification is unreliable and is entirely perverse when e-mail addresses are available.
J: I still think 10 is too high for the early meetings. In the long run it’ll be the 1/10th criteria that matters, but in the early days we’re in danger of wasting everyone’s time as there’s a real danger less than 10 will turn up.
L: I’d support a range of something like 3 to 10 or 1/10th, whichever is highest.
M: I think requiring all directors to resign each year would be sensible, particularly if we’re going for a board vote style system.
N: I am happy to allow cooption to replace directors, but only on the condition that it requires a unanimous vote of the board. That way we only need one board member to care about the community’s opinion to stop people who are unpopular with the community being elected. Failing that I think we’d survive with no cooption powers whatsoever.
Q: I still oppose the extended delegation suggestion. I’m not at all sure what we could do with it that we couldn’t without.
Tom
From: wikimediauk-l-bounces@lists.wikimedia.org [mailto:wikimediauk-l-bounces@lists.wikimedia.org] On Behalf Of Andrew Turvey Sent: 04 October 2008 13:58 To: wikimediauk-l@lists.wikimedia.org Subject: [Wikimediauk-l] Mem&Arts - Summary
Hi all,
I've tried to put together a summary below of where I think the discussion are on the various parts of the Memorandum and Articles of Association. At the Board meeting on Thursday, it was decided that we would try to discuss these as much as possibly on this email list and meta with an aim of approving a draft set of documents at the Board meeting on Tuesday 7th. The two core aspects - being a charity and being a company limited by guarantee - have been decided but all other items are up for discussion.
Are there any other areas that people want to bring up as issues? If so, please could you raise them on the email list here or on meta - but please change the subject line to something more descriptive first though!
If anyone wants to add or change anything below please feel free and let's see how much we can agree here before Tuesday:
I've put them in the order they appear in the M&A and formatted each section like this:
A Area:
1) Option 1 - Consensus View 2) Option 2 - Consensus View
Comments
Memorandum of Association:
A: Company Name:
1) Wikimedia UK - ChapCom have advised us against this 2) Wiki UK Limited / Wiki Information Network UK Limited - Consensus is a name something like this
B: Location of Registered Office
1) England & Wales - Consensus is this one as most people are based here 2) Scotland/N Ireland
C: Objects:
1) A single broad statement, encompasing the charitable object "promotion of education" with the visions and mission statements of the Wikimedia Foundation 2) A series of more specific objects (options detailed at http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Objectives&...) 3) A combination of the two
No consensus as yet on the approach to take
D: Powers / Use of Property
1) Standard powers (possibly with restriction on directors through a Special Resolution) - consensus is to go with these 2) Restricted powers
E: Membership
1) Standard clauses - No objections to these
Articles:
F: Interpretation
1) Expanded definition of "address" to allow for notices on wikimedia talk pages
This is a minor change I have raised on meta at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Interpretation.
G: Members
1) Standard powers for directors to refuse/revoke membership where "in the best interests of the charity" - consensus seems to be to adopt these 2) Restricted or no powers to restrict/revoke membership
Note the articles do not specify a minimum age limit - at it stands, a limit could be introduced under this power to refuse membership in the best interests of the charity
H: Classes of Membership
1) Standard powers for directors to create new membership classes 2) Make these powers subject to consent of membership in a Special Resolution - no clear consensus yet
(I've put some suggested text for (2) at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Classes_of_Membership.)
I: General Meetings
1) Standard clause requiring first AGM within 18 months 2) Implement earlier consensus with first AGM within 6 months - not yet discussed
J: GM Quorum
1) Standard clause (Greater of 1/10th of members and a minimum) - tentative consensus at this with a minimum of 10 2) Lower minimum
1) include IRC attendees in quorum/voting 2) include only physically present and proxies in quorum/voting - opinion seems to be in favour of this one
note under (2), IRC attendees could always appoint the chair as their proxy and instruct them how to vote so be included this way except the proxy form would have to be in 48 hours beforehand
K: Director Age
1) Limit Directors to 18+ 2) Limit Directors to 16+ - may cause problems with Charity Commission 3) Limit Directors to 16+ with a proviso that a majority of directors must be over 18
I've drafted some words for option (3) at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Directors. no consensus yet
L: Number of Directors
1) Standard number (at least 3 but no maximum) 2) Fixed number (changeable with 75% membership vote) 3) Range
We haven't discussed this yet - what are people most confortable with?
Can I also ask for a derogation in the first month so that its easier to set up the company (reduce the minimum number of directors to one for the first month from incorporation)
M: Re-election
1) Standard clause (1/3 directors re-elected each year except for initial directors who all retire at first AGM); members can also recall a director with a vote at the AGM with 28 days notice - consensus seems to support this 2) All directors retire each year
1) Standard method of election (50%+ resolution with notice) 2) Implement the method used for the initial board
Note we could implement (2) by leaving the articles as they are and introducing "Board Rules" that cover the selection of new directors
N: Co-option
1) Standard powers for directors to coopt further directors until next AGM 2) Restricted powers - only to replace resignations 3) Restricted powers - only resignations plus certain number 4) No powers - directors have to call general meetign of members to replace resignations
No discussion on this yet
O: Proceedings of Board
1) Standard clauses 2) Extended definition of "present" to allow IRC meetings - seems to be supported in principle subject to legal oks
I've drafted some suggested wording at http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Proceedings_of_Director....
P: Board Quorum
1) Standard (One third or Two if greater) 2) Larger (More than one half or Two if greater)
No discussion yet - is two directors really enough to make decision? Bearing in mind we can always make decisions by written resolution if we cant get a meeting together.
Q: Delegation
1) Standard (committee of 2 or more directors) 2) Extended to allow delegation to committee of non-board members - this has been suggested but there are concerns.
Note that we could appoint committees to do certain things as long as they weren't exercising "Board powers"
R: Indemity:
Standard Articles have four options: 1) Board _may_ indemnify directors 2) Board _may_ indemnify directors, auditors, accoutants or officers 3) Board _must_ indemnify directors & auditors 4) Board _must_ indemnify directors, auditors, accountants or officers
Another option is: 5) Board will not indemnify directors
No opinions have been expressed on any of these options.
I suggest we exclude (3) and (4) as insurance costs money and the Board should always have the choice to save money if they can!
Does anyone have any thoughts on this?
S: Rules:
1) Standard clause allowing directors to make, amend rules 2) Amended version saying rules made members cant be revoked by directors
I've given some suggested wording for (2) here: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Rules.
This would be particularly significant if our election procedure was implemented through Board Rules.
After all that, is there anything I've missed, or any other issues anyone thinks need to be raised?
If people could suggest any ways of getting to a consensus on any of the above please do contribute
Regards,
2008/10/5 Tom Holden thomas.holden@gmail.com:
A: I'd like to oppose including "limited" in the strongest possible terms. For one thing we'll be a CIO within 6 months in all probability, for another "limited" sends entirely the wrong impression.
I don't think the impression is important, since we would be trading under Wikimedia UK (with no Ltd.), but the CIO thing is a good point - we may need to change the name to remove the Ltd. when we convert.
C: We need the multiple objectives used by WM1.0 as they are necessary to ensure the charity is free to do all it needs to do. If you like the WM mission statement there's no reason we can't add it to the list.
They don't necessarily need to be the exact same objectives, but I they do need to be at least as broad.
F: I also absolutely oppose notification on talk pages counting as legal notification. E-mail, sure, but talk-page notification is unreliable and is entirely perverse when e-mail addresses are available.
It would be the member's choice. If they prefer to use their talk page, why not let them?
J: I still think 10 is too high for the early meetings. In the long run it'll be the 1/10th criteria that matters, but in the early days we're in danger of wasting everyone's time as there's a real danger less than 10 will turn up.
We managed far more than that at the last London meetup and that was just an informal get-together.
L: I'd support a range of something like 3 to 10 or 1/10th, whichever is highest.
3 means not even the entire board need to be there, that's a very bad plan. Remember, people can be present by proxy if they want.
M: I think requiring all directors to resign each year would be sensible, particularly if we're going for a board vote style system.
Continuity of governance is very important, if the entire board changes at once the new board won't know what's going on and won't have access to all the contacts the previous board have built up, etc. The membership can remove board members in addition to the usual retirement if necessary.
N: I am happy to allow cooption to replace directors, but only on the condition that it requires a unanimous vote of the board. That way we only need one board member to care about the community's opinion to stop people who are unpopular with the community being elected. Failing that I think we'd survive with no cooption powers whatsoever.
If there are no co-option powers and enough board members resign, die or become illegible to bring the board to less than 3 members the board wouldn't be able to do anything except call a general meeting, and that takes time (minimum of 14 clear days for the notification, probably more in order to book a venue). During that time the charity would grind to a halt, decisions that have already been made could be carried out, but that's it.
Requiring unanimity could work, but I don't see the need - the membership have the power to undo the appointment if they so desire.
Q: I still oppose the extended delegation suggestion. I'm not at all sure what we could do with it that we couldn't without.
The board could assign a group of members a budget and let them spend it without having the run every transaction by the board (or a committee of at least 2 board members). I think it would be good to have members involved as much as possible and this is one way of doing that. As long as we make sure it's done correctly so that it's legal I don't really see a downside.
wikimediauk-l@lists.wikimedia.org