On Thu, Aug 14, 2008 at 1:39 PM, Gordon Joly gordon.joly@pobox.com wrote:
At 12:15 +0100 14/8/08, Thomas Dalton wrote:
I would agree with that. Maybe there is a need for "Friends of Wikimedia UK" membership? In the same way that you are a "friend" of your favourite charity e.g. The British Museum.
There already is, that's what Gordon was talking about. You can be a "member", which just means you pay some money each year and just generally support the chapter, like a "friends of" thing, or you can be a "guarantor member" which involves paying slightly more each year and gets you a vote at the AGM and means you can stand as director. It also means you are liable for up to £1 of the company's debts if it gets wound up (goes bankrupt).
Yes, that's what I meant when I said the member hold the liability.
I looked again at this page:
http://www.wikimedia.org.uk/membership
So, for 25 quid you can become a "Friend of Wikimedia UK" - is that correct?
The company in question is a company limited by guarantee, which aims to become a charity. I have asked in the past if the "guarantor members" will be allow to become "guarantor members" of the Charity. Not sure I recall the answer...
Gordo
--
I'm not sure I understand the question, Gordon. The company will (hopefully) gain charitable status. There will not be a new body that is the charity. So the charity and the company will be the same thing and 'guarantor members' of the company will become 'guarantor members' of the company registered as a charity. (At the same time the board members will take on additional responsibility as charity trustees.) Or did I miss something?
Cheers,
Andrew
I'm not sure I understand the question, Gordon. The company will (hopefully) gain charitable status. There will not be a new body that is the charity. So the charity and the company will be the same thing and 'guarantor members' of the company will become 'guarantor members' of the company registered as a charity. (At the same time the board members will take on additional responsibility as charity trustees.) Or did I miss something?
That's how I understand it, and I did a decent about of research into the subject.
At 14:31 +0100 14/8/08, Andrew Walker wrote:
On Thu, Aug 14, 2008 at 1:39 PM, Gordon Joly gordon.joly@pobox.com wrote:
At 12:15 +0100 14/8/08, Thomas Dalton wrote:
I would agree with that. Maybe there is a need for "Friends of Wikimedia UK" membership? In the same way that you are a "friend" of your favourite charity e.g. The British Museum.
There already is, that's what Gordon was talking about. You can be a "member", which just means you pay some money each year and just generally support the chapter, like a "friends of" thing, or you can be a "guarantor member" which involves paying slightly more each year and gets you a vote at the AGM and means you can stand as director. It also means you are liable for up to £1 of the company's debts if it gets wound up (goes bankrupt).
Yes, that's what I meant when I said the member hold the liability.
I looked again at this page:
http://www.wikimedia.org.uk/membership
So, for 25 quid you can become a "Friend of Wikimedia UK" - is that correct?
The company in question is a company limited by guarantee, which aims to become a charity. I have asked in the past if the "guarantor members" will be allow to become "guarantor members" of the Charity. Not sure I recall the answer...
Gordo
--
I'm not sure I understand the question, Gordon. The company will (hopefully) gain charitable status. There will not be a new body that is the charity. So the charity and the company will be the same thing and 'guarantor members' of the company will become 'guarantor members' of the company registered as a charity. (At the same time the board members will take on additional responsibility as charity trustees.) Or did I miss something?
Cheers,
Andrew
Seems OK to me.
Gordo
Having followed the recent discussions about status of this and that, let me clarify a few things if I may.
The group of editors which founded the Chapter a few years' ago now decided on a structure of a registered Company (limited by Guarantee, ie non profit-making) and that Company - Wiki Educational Resources Ltd - negotiated an agreement (ie Contract) with the Wikimedia Foundation for the right to use the Wikimedia/Wikipedia/etc trademarks for project-related activities in the UK. When WER Ltd was set up it was envisaged that it would both act as the UK chapter but also be able to do other charitable activities unconnected with the projects directly. The legal documents setting up the Company are linked from the WMUK website.
A 'normal' (profit-making) company has shareholders who pay a one-off charge to buy shares in that company. In our case this doesn't apply as there are no shares per se, instead <members of the company> sign a statement to the effect that in the case of the winding-up of the company they will pay towards that cost. In neither case is there a mechanism for 'pay to play' involved, ie being a <member of the company> cannot be a chargeable status, either one-off nor recurrent. The form to register as a <member of the company> is, again, on the WMUK website and has been since the foundation. I would point out though that I haven't received any applications for this status in over a year ("Guarantor Member of Wiki Educational Resources Ltd").
Therefore there is, sortof, a secondary body - Wikimedia UK - which is a non-incorporated group of people (who will usually happen to be editors!) which can accept regular payments (such as membership fees) etc. It is coterminous with the Company (though, strictly, doesn't have to be). The Constitution of the Chapter is - again - on the WMUK website, as is the form to become a <member of the Chapter>. As many people will be aware though, other than payments in cash we haven't been able to accept cheques and it is probably for that reason we haven't had many applications for people seeking to become <members of the Chapter> ("Supporting Membership of Wikimedia UK").
Because of extensive discussions prior to the setting up of all this and worries about security (cf. Paul) and younger editors wanting to be involved (one cannot be a Guarantor or a company if you are under 18) then you will have noted that whilst <members of the company> have to give some information about themselves this does not include their project handle because this list is public domain. The list of <members of the Chapter>, however, is not public at all so does include handle but not necessarily all the rest. The latter members can be of any age.
The AGM required by Company law is that of Wiki Educational Resources Ltd and those entitled to attend are, therefore, the registered <members of the company>. It is, has been, and always will be open to recipients of this list and others to request to register themselves as such members and, should people be interested in standing for election to the WER Ltd Board then they need to be so registered. There is no mechanism in law for people not so registered to stand for a position.
The AGM / next meeting of the Chapter (ie for <members of the Chapter> who may or may not be <members of the company>) is a separate thing and we'd been waiting - as you all have been - for external things to get sorted in order to get that side of things moving. But they haven't, or at least not in a way which makes us (or you) happy.
The company AGM will be arranged shortly by the Company Secretary and, I hope, will be in a location which will enable any newer <members of the company> to attend and have their voices heard and include elections for the vacant posts.
On that point, I indicated some months ago that I was minded to stand down this year, Arkady (as Company Secretary/Secretary) has recently indicated she also wishes to not stand for re-election, and Paul (as CFO/Treasurer) was appointed during the year so will need to be elected. David will not need to stand for election. As such we *need* people to apply to become members of the Company if this is to move on. If you are interested in getting involved in this way (and I can tell you that it takes commitment!) feel free to contact us about what is involved.
Regards
Alison Wheeler
====================================================== Alison Wheeler Chief Executive Officer, Wikimedia UK Wikimedia UK is the operating name of Wiki Educational Resources Ltd, company limited by guarantee #05708269
Imagine a world in which every person can have free access to the sum of all human knowledge We're making it happen. Will you help us?
There seems to be some confusion here. You seem to be suggesting that you can become a member of the company without being a member of the chapter (becoming a member of the chapter is impossible due to the lack of a bank account). The website says: "For Supporting members, there is also the option of membership of the Company." That suggests you do need to be a member of the chapter to join the company. Which is it?
On Sat, August 16, 2008 17:15, Thomas Dalton wrote:
There seems to be some confusion here. You seem to be suggesting that you can become a member of the company without being a member of the chapter (becoming a member of the chapter is impossible due to the lack of a bank account). The website says: "For Supporting members, there is also the option of membership of the Company." That suggests you do need to be a member of the chapter to join the company. Which is it?
Ah ... hmmmn .. you noticed that did you ... w-e-l-l ...
Company law rather precludes us making membership of the non-profit Company conditional upon anything else, although there was an early decision of the Directors that we might well conclude that someone who was not a member of the Chapter (ie supporting member) was not a fit person to be a member of the Company. Generally it was felt to be in the best interests of the organisation as a whole that anyone active on the Company side (including being a member) should also be a supporting (Chapter) member although it cannot be a 'compulsory' issue.
Alison
Ah ... hmmmn .. you noticed that did you ... w-e-l-l ...
I'm assuming everyone noticed that, and that's why you haven't received any applications for membership. Everyone assumed we couldn't join because of the bank account issue.
Company law rather precludes us making membership of the non-profit Company conditional upon anything else, although there was an early decision of the Directors that we might well conclude that someone who was not a member of the Chapter (ie supporting member) was not a fit person to be a member of the Company. Generally it was felt to be in the best interests of the organisation as a whole that anyone active on the Company side (including being a member) should also be a supporting (Chapter) member although it cannot be a 'compulsory' issue.
So, the best option would seem to be to ignore the informal requirement for chapter membership and allow people to join the company for free (which can be done at any time), then we can hold an AGM with no problems. After that, once we have a bank account set up, people can become supporting members as well. What we do about people that choose not to become supporting members, I don't know - the same issue applies to people that don't renew their chapter membership after a year. Can the board revoke someone's company membership for something like that, or would that be a seriously questionable justification? (If memory serves, the articles require a cause to revoke membership.)
On Sat, Aug 16, 2008 at 6:21 PM, Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Sat, August 16, 2008 17:15, Thomas Dalton wrote:
There seems to be some confusion here. You seem to be suggesting that you can become a member of the company without being a member of the chapter (becoming a member of the chapter is impossible due to the lack of a bank account). The website says: "For Supporting members, there is also the option of membership of the Company." That suggests you do need to be a member of the chapter to join the company. Which is it?
Ah ... hmmmn .. you noticed that did you ... w-e-l-l ...
Company law rather precludes us making membership of the non-profit Company conditional upon anything else, although there was an early decision of the Directors that we might well conclude that someone who was not a member of the Chapter (ie supporting member) was not a fit person to be a member of the Company. Generally it was felt to be in the best interests of the organisation as a whole that anyone active on the Company side (including being a member) should also be a supporting (Chapter) member although it cannot be a 'compulsory' issue.
The issue that I feel lies behind much of the conversation on this subject (but which I don't think I've seen explicitly outlined) is that of the governance of the organisation. As this is very much a project founded on the idea of community, is there to be some kind of accountability of the board to the community? How many members of the company do you anticipate there being? Will making someone a member of the company be a regular occurrence? What rights will supporting membership bring?
I realise that the answers to these questions may still be undecided, but it would, I think, be useful to know what the directors' intentions are.
Sam
The issue that I feel lies behind much of the conversation on this subject (but which I don't think I've seen explicitly outlined) is that of the governance of the organisation. As this is very much a project founded on the idea of community, is there to be some kind of accountability of the board to the community?
The board is legally accountable to the guarantor members. They get a vote at AGMs and can elect a new board if necessary.
How many members of the company do you anticipate there being? Will making someone a member of the company be a regular occurrence? What rights will supporting membership bring?
I don't think supporting members have any legal rights. I think the idea is for guarantor membership to be handed out to any supporting member that wants it (and is over 18, and whatever other legal requirements there are). The issue is with handing it out to people that aren't supporting members, but hopefully that's just a temporary glitch!
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