Please find below the draft minutes of yesterday's Board meeting. If you have any questions, comments or corrections please post to the talk page on the wiki at http://uk.wikimedia.org/wiki/Meetings/Talk:2009-05-05 or reply to this email.
Regards,
Andrew Turvey Secretary, Wikimedia UK
Wikimedia UK Board meeting
Tuesday 5 th May 2009, 8:30pm BST at #wikimedia-uk-board
Present: Paul Williams (PW) (Chair); Andrew Turvey (AT) (Minutes); Tom Holden (TH); Steve Virgin (SV); Joseph Seddon (JS) (part)
Apologies: Mike Peel, Zeyi He; Joseph Seddon for late arrival
It was agreed PW would chair in the absence of MP.
1. Minutes of the previous meetings
a. Pre-AGM
Minutes were approved unchanged
JS joined the meeting
a. Post-AGM
Minutes were approved with minor changes. The following actions were carried forward:
JS to send a token of our appreciation to the retiring Directors and tellers; JS Agreed to add the external speakers to this list. AT will email the contact details of the speakers to all board members
ACTION: JS, AT
AT has filed completed all filings with Companies House except for SV's appointment; AT & SV will arrange to do this after the meeting.
ACTION: AT; SV
PW completed the newsletter and distributed to subscribers and WMUK-L
TH has applied for online backing for MP, AT but it hasn't been completed yet. TH to contact the bank to notify them of the new directors and to change the signatories to any two of MP, AT and TH
ACTION: TH
AT has revised the wiki user rights as agreed. No news from MP on forming a private wiki for sharing documents.
ACTION: MP
PW reported back on the current owners of the IRC channels #wikimedia-uk, #wikimedia-uk-board and #wikimedia-uk-board-private; PW will arrange for all Board members to be made “founders” or, if this is not possible, “operators”
ACTION: PW
It was agreed that the owner of the WikimediaUK-L email list be set to the OTRS account so that board members' inboxes are not put under more pressure. Board members are to be given access to the OTRS account.
ACTION: AT
The wikimedia.org.uk addresses have lapsed; AT to follow up taking ownership and re-assigning the email addresses.
ACTION: AT
JS has been unable to get access to the Internal-L email list for himself. It was agreed to keep with the five current nominees; they agreed to participate in all relevant discussions and to forward to board@wikimedia.co.uk any items that JS and ZH should be made aware of.
The AGM press release was prepared but not sent out as it was overtaken by the Register story on the HMRC response. The AGM was also covered in the Newsletter. Agreed to let this action fall now.
AT has sent round a draft email to the WMF asking them for permission to use trademarks. However, since the last meeting, the WMF has issued a draft of a new standard Chapter Agreement. This will be discussed later in the meeting.
AT has drafted an application to LawWorks and TH had obtained a rough estimate on how much it would cost to get legal advice. These will be discussed later in the meeting.
c. AGM
These minutes were approved.
2. HMRC response
a. Media
The rejection of our charity application was picked up by the Register who used the occasion to write an article criticising Wikipedia. We issued a statement in response to Wikinews. A news story was drafted for Wikinews but was rejected as being “not notable”. Although there had been some negative comment on the WikimediaUK-L list, the general feeling was that the reputation of the Board among Wikimedia UK supporters had not been significantly affected. It was agreed that it would be better in the future if news like this was shared with the Board first, so that a common position could be agreed, and then promptly shared with supporters.
b. Legal
TH had obtained a rough estimate on how much it would cost to get legal advice. This ranged from £600 to £4,000 – going directly to a barrister would cost around £2,000 plus VAT (£2,300). It was discussed whether we should obtain advice before or after responding to HMRC. It was agreed that we would send the response on 18 th May and do what we can in the meantime to obtain advice – including approaching the Foundation for funding and applying to LawWorks.
c. Response to HMRC
AT has discussed the matter with the officer at HMRC who had decided the case. The officer explained that this decision does not fall within the formal appeals process as there was not direct tax implication to the decision. If we submitted a reclaim form and it was rejected we would then be able to make a formal appeal. HMRC also has powers to refer complex charity cases to the Commission and the officer agreed that if we replied to him he could refer the case to them.
TH has obtained a letter which a barrister friend has drafted setting out the legal arguments for why we think we are a charity. It was agreed to use this letter as a basis for a response, incorporating in addition details clarifying what the Wikimedia Foundation and Wikimedia UK do, and the experience of icommons in getting charity recognition.
TH agreed to post the letter on the wiki and Board members will propose their amendments on that page fro discussion between now and 18 th .
ACTION: TH; All
3. Treasurer's Report
TH reported that the bank balance was currently £397.70 but it is waiting for expenses cheques to be cashed. We had received one membership subscription by bank transfer but the application form hadn't been received yet. TH is following up. Otherwise, no membership applications had been received.
ACTION: TH
The formal Resolution (see http://uk.wikimedia.org/wiki/Meetings/2009-05-05/Resolution) making MP, AT and TH bank account signatories was passed.
4. Secretary's Report
AT has received a letter from a pressure group asking for their point of view to be reflected in the Wikipedia articles on their area of interest. It was agreed the Secretary should respond and should say (a) We do not own Wikipedia or control its content – that's the Foundation but (b) to offer assistance in editing Wikipedia. AT agreed to phone them to follow up. There was no other correspondence.
ACTION: AT
5. Draft new Chapter Agreement
The WMF has issued a draft of a new Chapter Agreement. With their permission this has been published on the wiki and a notice sent to the WMUK-L email list to get input from supporters.
The meeting went in camera; further discussions and actions are noted in the private minutes.
6. Phorm
It was agreed that Wikimedia UK would opt out of Phorm, using a statement similar to the ones used by the WMF and other chapters.
ACTION: AT
7. Next meeting
The next meeting was arranged for Tuesday 12 th May, 8:30pm BST in #wikimedia-uk-board.
Meeting closed at 10:38pm.
You might want to update http://uk.wikimedia.org/wiki/Main_Page while you're there next time. ;-)
KTC
On May 6, 11:35 pm, Andrew Turvey andrewrtur...@googlemail.com wrote:
- HMRC response
a. Media
The rejection of our charity application was picked up by the Register who used the occasion to write an article criticising Wikipedia. We issued a statement in response to Wikinews. A news story was drafted for Wikinews but was rejected as being “not notable”. Although there had been some negative comment on the WikimediaUK-L list, the general feeling was that the reputation of the Board among Wikimedia UK supporters had not been significantly affected. It was agreed that it would be better in the future if news like this was shared with the Board first, so that a common position could be agreed, and then promptly shared with supporters.
b. Legal
TH had obtained a rough estimate on how much it would cost to get legal advice. This ranged from £600 to £4,000 – going directly to a barrister would cost around £2,000 plus VAT (£2,300). It was discussed whether we should obtain advice before or after responding to HMRC. It was agreed that we would send the response on 18 th May and do what we can in the meantime to obtain advice – including approaching the Foundation for funding and applying to LawWorks.
c. Response to HMRC
AT has discussed the matter with the officer at HMRC who had decided the case. The officer explained that this decision does not fall within the formal appeals process as there was not direct tax implication to the decision. If we submitted a reclaim form and it was rejected we would then be able to make a formal appeal. HMRC also has powers to refer complex charity cases to the Commission and the officer agreed that if we replied to him he could refer the case to them.
TH has obtained a letter which a barrister friend has drafted setting out the legal arguments for why we think we are a charity. It was agreed to use this letter as a basis for a response, incorporating in addition details clarifying what the Wikimedia Foundation and Wikimedia UK do, and the experience of icommons in getting charity recognition.
TH agreed to post the letter on the wiki and Board members will propose their amendments on that page fro discussion between now and 18 th .
ACTION: TH; All
would it be possible to slightly adjust your "bylaws" and add education as most other wikimedia chapters do?
rupert.
2009/5/10 rupert.thurner rupert.thurner@gmail.com:
would it be possible to slightly adjust your "bylaws" and add education as most other wikimedia chapters do?
Adding something won't help at all. The objects have to be *entirely* charitable. If there are parts that currently aren't charitable, they need to be removed. Adding more things that are charitable won't make any difference.
At 20:20 +0100 10/5/09, Thomas Dalton wrote:
2009/5/10 rupert.thurner rupert.thurner@gmail.com:
would it be possible to slightly adjust your "bylaws" and add education as most other wikimedia chapters do?
Adding something won't help at all. The objects have to be *entirely* charitable. If there are parts that currently aren't charitable, they need to be removed. Adding more things that are charitable won't make any difference.
So... the WMUK 2.0 objects were formulated to enable a registered charity to be formed, constrained by the relationship with Foundation, and of course UK company law (since a decision was made to form a company - not all registered charities are companies).
I am surprised that education is missing. I must admit that I thought the application was for an "educational charity".
Gordo
wikimediauk-l@lists.wikimedia.org