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