At 22:47 +0100 27/5/07, Robert Leverington wrote:

I presume this is just a draft but [1]. Anyway, is there a way to become a member?

My question is...

Is the charity going to have members (in the legal sense)?

Gordo

Gordon Joly wrote:

At 22:12 +0100 27/5/07, Robert Leverington wrote:

...

I am interested in becoming a member of the Wikimedia UK chapter, I am unable to find any information regarding becoming a member (except the discussion regarding the cost). Also is there any age limit to becoming a member? Thanks.

-- Robert[hl] [[User:Lcarsdata]] http://roberthl.wikitest.co.uk/

Although I am no longer a part of the discussion (I am not a Director of the company) I believe that there was some discussion about full membership of the charity (and hence legal liabilities) and an associate membership. Some charities (in England and Wales) have members, and some do not, in legal terms.

My feeling is that there should be both full members and associate members.

Gordo

Hmm sounds complicated... I am a trustee of a charity, but luckily we are not a "members" charity, so we have only our personal liabilities to worry about.

Richard..

On 28/06/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:

In essence, however, for someone to be a registered member of the *company* that is subject to the Companies Acts - The Regulations in Table C in the Schedule to the Companies (Tables A to F) Regulations 1985

• and will require the real full name and address of the individual member

on the list of members which is legally required to be held. That list is a matter of public record, however there are procedural requirements to access that list which should preclude most 'antagonistic' issues.

However, if you are worried your name and address might end up on Wikipedia Review or Daniel Brandt's stalking database, you might choose not to reveal it in this manner :-)

- d.

-----Original Message----- From: wikimediauk-l-bounces@lists.wikimedia.org On Behalf Of Alison Wheeler Sent: Thursday, June 28, 2007 3:13 PM Subject: Re: [Wikimediauk-l] Editors' exclusion due to privacy

The anonymity available to editors on Wikimedia Foundation projects is, I agree, an inherent component of those projects and we have recognised that such a request may be made of the Chapters too.

Being a member of the *Chapter* will be open to all ages and can be under a pseudonym / handle. We do not envisage that the list of members of the *Chapter* will be a public document.

In essence, however, for someone to be a registered member of the *company* that is subject to the Companies Acts - The Regulations in Table C in the Schedule to the Companies (Tables A to F) Regulations 1985

• and will require the real full name and address of the individual member

on the list of members which is legally required to be held.

That list is a matter of public record, however there are procedural requirements to access that list which should preclude most 'antagonistic' issues. Similarly, such a list will not hold details of someone's pseudonym / handle thus matching those will be impossible.

Whilst some sort of nominee approach is possible for a shareholding in a company with an issued share capital it doesn't work for a company limited by guarantee where members do not pay up front for shares but contract to pay a limited sum in the case of the Company being wound up. The Memorandum of Association sets the limit on that sum as £1.

I hope this clarifies the situation.

Alison Wheeler Chair, Wikimedia UK

It clarifies it, but I think we can get a better answer that is still easily and legally practical. Nominee holdings were not what I had in mind, for the reasons you state. Rather, block rights held by a trust that in turn made them available through its status as member, to donors, would work effectively.

Involvement to the point of membership is something that anonymous as well as non-anonymous editors will wish for as an option. You are right that at rock bottom, the Companies Act requires members to provide names and details of amounts guaranteed, and register these on public record. I think as a matter of law you're mistaken about the practicality of a trust being a member, and holding a block vote, to cover the votes and rights of anonymous editors. If it's not detailed enough above, here's how it might be done, more explicitly.

1. Wikimedia UK ("WUK", a company limited by guarantee) forms a trust for anonymous editors, the Wikimedia Anonymous Editor Trust ("WAET"). This is a non charitable trust, and has no reporting requirements whatsoever. (if could be made a charitable trust easily, but this is purely as an example).

2. WUK modifies its charter documents slightly to (a) allow its directors for the time being powers to operate WAET as a trust for the purposes of representing editors wishing to take advantage of such a facility, in line with the philosophy of WUK, (b) for WAET to be a member of WUK, (c) for such natural persons as the trustee of WAET permit, in accordance with the trust rules of WAET, to speak on WAET's behalf, and (d) for WAET to have a block vote equal to the number of natural persons so permitted and expressing an opinion, at any meeting where WUK members in general may vote and express an opinion.

3. Part of the WAET trust document is that (e) no person may be permitted or counted under parts c or d, unless they have paid up in full and in advance as a donation to WAET, an amount equivalent to the guarantee required for a member in WUK, namely £1, plus such sum as the trustees shall from time to time name [which will usually be the same as membership charges], (f) WAET shall pay such sums received under the latter to WUK and hold such sums as are received for the former for the exclusive benefit of WUK, that (g) in the event of the guarantee being called on members in general, WAET shall pay a further sum [out of the former] equivalent to that called on each member, in respect of each donation it has been paid, and that (h) the making of a donation by an individual to WAET does not create any legal relationship with WUK whatsoever, and no legal contract with WAET, except for four rights: the right to be permitted to speak as a spokesperson of WAET where WAET would be able to speak, the right to select one block vote on any matter where WAET may vote as a member, the right to receive notifications where WAET as a member receives them, and the right of reasonable access to any meeting or document where spokespersons in general of WAET may have access.

4. One person one vote and other rights would be enforced by any method that verifies a person is entitled to them; that might be an ID number known only to member and trust, a "nom de plume" (nickname) on a list held by the trust, or any other method. Real names are not the only way to verify entitlement. Likewise it might be enforced that WAET will apply similar criteria for anon access, as WUK applies for membership (addressing Richard Farmborough's point).

It would need proper drafting, but I think that would get round it quite happily. All steps are both legal, effective, and commonplace.

-----Original Message----- From: wikimediauk-l-bounces@lists.wikimedia.org On Behalf Of Chris McKenna Sent: Friday, June 29, 2007 1:00 AM Subject: Re: [Wikimediauk-l] Editors' exclusion due to privacy

One thing that you need to ensure somehow is that a person does not gain more than one vote by being a member of WMUK and a member of the anymous trust.

Say I am a member of WMUK as Chris McKenna, and then apply to join the anon trust as Thryduulf. Obviously a sane first check would be to see if I've published my name anywhere on a Wikimedia site (in my case I have, but for the purposes of argument assume I haven't).

The anon trust can't say ask WMUK "Do you have a member by the name of Thryduulf" as they don't register people by username they wont be able to say. The trust also cannot say "do you have a member by the name of Chris McKenna?" as this proves that I am a member of the anon trust - which removes my anonymity. This also works in reverse with WMUK asking the trust.

A lot depends upon the process and requirements for normal registration. What's important for the anon editors trust is not so much that we can't verify them. It's that there should be no formal record which can be used to trace back to an identified individual.

If this was computerland, we could for example require some date of birth photo ID from everyone - then SHA1 hash the full name and date of birth and keep the hash only, not recording the rest. That's probably impractical outside the world of I.T., though. The question "how would you prevent multiple registrations by a person prepared to pay multiple times" does need sorting out. But there needs to be found some answer, even if it's simply that WUK retains a lawyer who under legal privilege holds identifying information for them as a client, for the sole purpose of confirming eligibility and non-duplication against Wikimedia UK's members and anon members list, and would-be applicants contact said lawyer with their ID directly, and Wikimedia UK and its representatives are never allowed access to it. That should also resolve the problem for all but the most concerned editors.

But yes, without real ID entering the picture somewhere, or only permitting voting in person, it's hard to avoid that loophole in any voting body.

Also you need to sort out what the trust does when its members are not unanimous about how they want to vote. Say the trust has 5 members, and the question is "Should the logo be red, blue or green?". If all 5 members agree it should be blue, then there is no problem, the trust casts 5 votes for blue. If 4 members think green, and one abstains then it cassts 4 votes for green. If 2 members think it should be blue, two prefer green and one want the red logo, can the trust cast 2 votes for blue, two for green and one for red? If two members abstain and each of the other three prfer a diffierent colour, does the trust place 1 vote for each colour, or does it not both to vote as it would be irrelevant?

As conceived, each person has one vote. The anon editors trust might have 20 members, but if only 5 specify how their vote is to be used for poll on the colour of the logo, and their votes are 2 blue, 2 red, 1 green, then the block vote is used to vote for 2 red, 2 blue and 1 green, (?and possibly 15 abstains), on the basis that it votes as its members each direct it. Your middle alternative works most universally.

Although mathematically it's the same thing, it's not really up to the anon editors trust or WUK to judge "irrelevance" of a vote that might be cancelled by another. In usual voting, we still count all votes even though one side will usually outnumber the other, even just for accurately recording the size of support for each if no other reason.

Good comments both. But we do need to find an answer to this one somehow.

I don't get it.

There is no need to disclose your online identity when registering as a member of the charity (a company limited by guarantee).

So me [User:LoopZilla] and me "Gordon Joly" are distinct. I have chosen to link them up, but I didn't need to.

Companies House has no idea that the person who is a director of two companies (one is a charity) is also [User:LoopZilla] on several Mediawikis.

Gordo

On 28/06/07, the contactbox contactbox1000@gmail.com wrote:

A simpler explanation of how to do it ...

1. A trust is made a member, with a block vote. (I suggest a trust since

they have the advantage of low running cost). It is owned or entrusted by Wikimedia UK. It runs a specific commercial side of Wikimedia UK: recognising certain "anonymous editors" as people it will legally represent as a member, in return for a once-off payment, with all "profit" passing to the foundation. It identifies these editors via a nom de plume, a wiki* email, or any other means of identification that's verifiable and not a real name (eg, a password or similar) rather than storing "real life" ID. Criteria for appointment are roughly at a parity to the criteria for membership (this prevents abuse via carpetbagging).

2. There is a once-off fee for the benefits, namely lifetime

representation within the trust's membership rights (roughly at a parity to the membership fee, plus a couple of pounds perhaps for admin costs and because they are not liable under the £1 guarantee as members would be.) In return for paying this once-off fee, the trust provides a lifelong representation service - it allows them one vote of its block vote, attending rights as a "representative" and the like, so that people who pay via this route can effectively exercise the same rights as Wikimedia UK members.

3. The system if done right is not susceptible to abuse. Only people who

meet similar criteria as members would have to can become clients of this trust (or company); they must pay a similar fee to that payable by members (including an amount equivalent to the £1 guarantee); they gain in return the rights which Wikimedia UK members have of effectively, speaking, one vote, notification of legal matters, and attending meetings, and the system is immune to people gaining more rights, or having a say within Wikimedia UK, or multiple vote stacking or rigging, identically as if they had joined Wikimedia UK directly as members.

4. However as they are clients of a commercial (non-profit making)

operation, and are paying in order to get a service, they are neither in any legal arrangement or contract with Wikimedia UK and cannot be ID'ed from that side. Nor are they trustees, or officers of the commercial body. They are clients pure and simple, and in a contract with the trust (or company). The law is that client transactions must be recorded for commercial bodies, but no law states that personal information must be, and provided Wikimedia UK is happy with the new joiner, no details of personal name need ever be on file. Recording pseudonyms, dates, and that a Wikimedia UK officer has confirmed the person has met the same criteria as for membership, is sufficient.

5. The surpluses of these once-off fees are then passed to Wikimedia UK as

charitable donations or distributions, keeping the commercial arm profit neutral and free of tax, exactly as for the commercial arms of all other charities, foundations, and trusts. This parallels the £20 or so membership fee which non-anonymous members would have to pay.

Hope that makes sense. Legally this (or something like it) is watertight under UK law, and would cost almost nothing to run. Perhaps if it did cause extra cost, charging people who wished to be anonymous members via such a scheme a small extra sum to cover the extra running costs, would not be seen as unreasonable. But it shouldn't.

---

Some Whois registrars will allow you to make them your proxy agent if you are a private individual and all of them will allow you to withold your address even with co.uk, british registered sites. So the whole idea of an "agent" is well sounded in law. I think that the UK government (including the charties commission) view privacy and transparancy as differently than we do. A serious stalker would have to spend a lot of time and money to obtain the documents you mention and like requesting a birth certificate they have to give their names and addresses to do so. A director search is very public, but that is not of concern here.

I suspect lots of factors are being confused or am I confusing them

1. The Limited company is just that. Its board may comprise members of 2 or 3 2. The overseers of the charity might combine members of 1 and 3 3. the overseeing body (the AGMs) of 1 and 2, don't really have a need to be constitued, so no need to be named. They just include supporters. Unless the become part of 1 and 2 they can be anonymous as they want.

i think ;-) mike