Minutes of the Wikimedia UK v2.0 Board Meeting
#wikimedia-uk-board, 20:00 02/10/2008
Present with speaking rights: Kwan Ting Chan (KTC), Mickey Conn (MC),
Tom Holden (TH), Mike Peel (MP), Andrew Turvey (AT)
1. Roles of board members
AT proposed KTC as Chair. KTC unanimously elected as Chair.
Secretary with have responsibility for forming the Company, liaison
with Companies House, tax, Charity Commission, appointing directors,
acting as "Company Secretary", keeping registers of Directors, perhaps
bringing together discussions on Memorandum and Articles of
Association, liaison with Wikimedia's Chapters Committee. Will also
assist the Treasurer with the financial record keeping. Communication
Officer will have responsibility for minutes and communication with
KTC proposed AT as Secretary, TH as Treasurer, MC as Communication
Officer, MP as Membership Secretary. All elected unanimously.
The board formally noted the results of the board election, which saw
the five board members present elected. The board thanked the
election committee for their fine work.
AT presented a timetable giving proposed target dates for the start
and completion of various stages in setting up the organisation
MP proposed moving the start of negotiations with WMF to immediately
after the application to Companies House is submitted. Tango42 was
given speaking rights; his research suggests that it will not be
necessary to have a letter from HMRC in order to set up a bank
account; such a letter would permit the organisation not to pay tax on
interest. It was decided to leave the bank account-related dates as
presented, provided it is acknowledged that they all dates on the
timetable are targets rather than absolute deadlines. The proposed
date for the first AGM was amended to 07/01/2009, with processing of
guarantor membership continuing until this date, and the announcement
of the date moved back to 02/12/2008. The timetable is to be reviewed
in future meetings.
It was agreed to hold weekly board meetings on IRC, on Tuesday nights
at 20:30 UK time. In order to keep meetings brief, as much discussion
as possible is to take place by e-mail and on wikis. Board meetings
are to be announced and agendas circulated by e-mail in advance.
Minutes are to be similarly circulated after.
ACTION: AT to amend timetable. TH to include timetable on future
4. Release of voting information
The elections committee has asked the community to decide whether to
release a list of voters in the board election, and whether to release
vote tallies. All in favour of releasing vote tallies. Lists of
voters not to be released, as voters were not given enough information
at the time of the election to give informed consent. The election
committee will have already investigated votes for potential
sockpuppetry, so names are not needed for this purpose.
ACTION: Elections committee to be asked to release vote tallies for
5. Memorandum and Articles of Association
Board agree that the best model is a charity registered as a company
limited by guarantee. There are many details which need to be
discussed. These include board size, elections, permanent positions,
arrangements for compensation and provisions to allow electronic
meetings. Some of these should be in the rules, not the Mem/Arts.
Board to initiate discussions on these areas and any other aspects of
the Mem/Arts via e-mail list. Aim to produce a draft by next board
meeting, on 07/10/2008. Not enough time for more formal IRC
discussion between now and then. TH to ask a barrister to monitor
ACTION: TH to ask barrister to monitor e-mail list and feed back on
Memorandum and Articles of Association discussions.
6. Any Other Business
a) CRB checks
If the organisation has members under 18, or maybe 16, the Membership
Secretary may need to be CRB checked. MP to research and report back.
ACTION: MP to research CRB check requirements
Forming the company will cost money. Until a bank account is set up,
board members are expected to spend their own money and reclaim
expenses later. Expenses should be noted by the Treasurer. Expected
expenses include Company Formation Fee, Postage, registration with
Data Controller. MP to investigate requirements for registration
under the Data Protection Act and report back. TP believes that he
will be able to obtain a free witness for signatures.
ACTION: MP to research Data Protection requirements
MC to circulate written minutes of meetings. KTC to put full log of
ACTION: MC to circulate minutes. KTC to put log of meeting online.