LINX remains a company limited by guarantee, and not a charity.
We intend to be both a company limited by guarantee *and* a charity. Charitable status is absolutely necessary for one of our key goals, which is accepting tax-deductible donations from the UK.
The "Memorandum and Articles of Association" makes interesting reading:-
In what way? I've only had a quick glance at it (it's rather long), but it looks like pretty much what I'd expect for a company like that.
Perhaps the ethos of LINX could be a part of the future plans for Wikimedia UK?
What do you considered to be their "ethos"? They're a completely different company. They are a way for several for-profit companies to work together more efficiently, we are a way for various individuals to work together to further to goals of a non-profit (the WMF). I don't see the connection.
At 18:19 +0100 26/8/08, Thomas Dalton wrote:
LINX remains a company limited by guarantee, and not a charity.
We intend to be both a company limited by guarantee *and* a charity. Charitable status is absolutely necessary for one of our key goals, which is accepting tax-deductible donations from the UK.
Yes, I see that.
The "Memorandum and Articles of Association" makes interesting reading:-
In what way? I've only had a quick glance at it (it's rather long), but it looks like pretty much what I'd expect for a company like that.
There was clause about community and project support. That's all.
Perhaps the ethos of LINX could be a part of the future plans for
Wikimedia UK?
What do you considered to be their "ethos"? They're a completely different company. They are a way for several for-profit companies to work together more efficiently, we are a way for various individuals to work together to further to goals of a non-profit (the WMF). I don't see the connection.
Yes, they are a completely different company.
Sorry I spoke,
Gordo
I believe I can expand on the situation of wikimedia uk, some of it you are aware of, some your not but its as complete as i could possibly make it with the limited information i have. We need £5000 to get the Charity status, however it is possible to get an account to handle this money. What has been said about it being difficult is quite frankly a very simplified view of it. Now we have several ways we can get this £5000:1) The foundation pledge this amount and then give it to us when the status is achieved. There are no issues with an international organisation doing this. This would be the quickest method and hold the most guarantee's to getting enough money. 2) Funds raised during the annual fund raiser are redirected to WMUK. This would be viable if up to or more than £5000 comes from the UK. 3) or we try and get the money ourselves in some way shape or form. So we have 3 methods of doing this or possibly a 4th one consisting of a combination of the first 2 where the foundation simply tops up the difference between what we get from the fundraiser and £5000. Now what method we use is essentially down to the foundation and what they feel most comfortable with. At the moment there are other things that need to be dealt with first, so this isn't something that needs to be decided upon now. Just something that needs to be considered over the next couple of months. With regards to the bank account, when set up it would not allow us to claim back tax until we got the charity status but it would allow us to take payments. According to the person I spoke to on the phone they could easily alter the account when the tax back charity status came through. In regards to the timeline. Attaining charity status before the annual fundraiser is honestly going to be doubtful. The application takes approximately 40 days to complete if there are absolutely no hitches. I would plan to get signatures at the next AGM which is planned for september sometime. This would put completion of the charity status at the earliest for early-mid november and that is purely on the basis that everything go absolutely smoothly. The best approach would be looking for the application to be finished by the start of 2009 and worst case scenario by the end of the financial year 08/09. I hope this provides a clearer outlook on WMUK financially. Any questions I could clarify are welcomed as it may spot areas or things that i havnt thought about. User:Seddon @ en-wiki _________________________________________________________________ Get Hotmail on your mobile from Vodafone http://clk.atdmt.com/UKM/go/107571435/direct/01/
2008/8/27 joseph seddon life_is_bitter_sweet@hotmail.co.uk:
I believe I can expand on the situation of wikimedia uk, some of it you are aware of, some your not but its as complete as i could possibly make it with the limited information i have. We need £5000 to get the Charity status, however it is possible to get an account to handle this money. What has been said about it being difficult is quite frankly a very simplified view of it.
You've missed out one thing which the current board seems to be ignoring. It is possible to get tax free status without the £5000, you just have to fill in a form with HMRC and it's far quicker than the full charities application. That's all we need to begin accepting donations. We can also set up a bank account without worry about any of this, it will just require paying a few transaction costs, etc. (I'm not convinced the HMRC thing wouldn't be enough to get free banking, anyway). If we have to pay transaction costs for a while, then so be it, at least we can actually start doing something.
- The foundation pledge this amount and then give it to us when the status
is achieved. There are no issues with an international organisation doing this. This would be the quickest method and hold the most guarantee's to getting enough money.
- Funds raised during the annual fund raiser are redirected to WMUK. This
would be viable if up to or more than £5000 comes from the UK.
Are you sure there are no issues with the foundation donating money to WMUK? Under UK charities law, I know we can't donate money to the foundation (once we're actually a charity) - the trustees have to actually have control over the funds they are trusted with. Is US charity law different in that respect?
- or we try and get the money ourselves in some way shape or form.
Which we can do over a prolonged period, there is no reason for it to all be done at once. The £5000 requirement is designed to make things easier on small charities, not harder. We can remain a small charity until we naturally grow to a large enough size to require registering.
So we have 3 methods of doing this or possibly a 4th one consisting of a combination of the first 2 where the foundation simply tops up the difference between what we get from the fundraiser and £5000. Now what method we use is essentially down to the foundation and what they feel most comfortable with. At the moment there are other things that need to be dealt with first, so this isn't something that needs to be decided upon now. Just something that needs to be considered over the next couple of months.
It can all be discussed in detail at, or soon after, the AGM, once we have some competent people on the board.
With regards to the bank account, when set up it would not allow us to claim back tax until we got the charity status but it would allow us to take payments. According to the person I spoke to on the phone they could easily alter the account when the tax back charity status came through.
The HMRC thing resolves that issue completely.
In regards to the timeline. Attaining charity status before the annual fundraiser is honestly going to be doubtful. The application takes approximately 40 days to complete if there are absolutely no hitches. I would plan to get signatures at the next AGM which is planned for september sometime. This would put completion of the charity status at the earliest for early-mid november and that is purely on the basis that everything go absolutely smoothly. The best approach would be looking for the application to be finished by the start of 2009 and worst case scenario by the end of the financial year 08/09.
I hope this provides a clearer outlook on WMUK financially. Any questions I could clarify are welcomed as it may spot areas or things that i havnt thought about.
What signatures are required? I wasn't aware you needed to collect signature (Chair and Secretary of the board, or something, I expect, but nothing more). And we can't do any of that until we have the £5000, so that's going to be some time after the AGM.
From: thomas.dalton@gmail.com> To: wikimediauk-l@lists.wikimedia.org> Subject: Re: [Wikimediauk-l] Charity and Bank account information> > 2008/8/27 joseph seddon life_is_bitter_sweet@hotmail.co.uk:> > I believe I can expand on the situation of wikimedia uk, some of it you are> > aware of, some your not but its as complete as i could possibly make it with> > the limited information i have. We need £5000 to get the Charity status,> > however it is possible to get an account to handle this money. What has been> > said about it being difficult is quite frankly a very simplified view of it.> > You've missed out one thing which the current board seems to be> ignoring. It is possible to get tax free status without the £5000, you> just have to fill in a form with HMRC and it's far quicker than the> full charities application. That's all we need to begin accepting> donations. We can also set up a bank account without worry about any> of this, it will just require paying a few transaction costs, etc.> (I'm not convinced the HMRC thing wouldn't be enough to get free> banking, anyway). If we have to pay transaction costs for a while,> then so be it, at least we can actually start doing something.
There is an account with Lloyds TSB that wouldn't require any transaction costs and could be set up without charity status and can be easily changed once that status is acquired.
- The foundation pledge this amount and then give it to us when the status> > is achieved. There are no issues with an international organisation doing> > this. This would be the quickest method and hold the most guarantee's to> > getting enough money.> >> > 2) Funds raised during the annual fund raiser are redirected to WMUK. This> > would be viable if up to or more than £5000 comes from the UK.> > Are you sure there are no issues with the foundation donating money to> WMUK? Under UK charities law, I know we can't donate money to the> foundation (once we're actually a charity) - the trustees have to> actually have control over the funds they are trusted with. Is US> charity law different in that respect?
There is no issue on the UK side with regards to money coming in from abroad, this i checked with the charities commission and i spent some time talking to them on the phone. I'm sure mike godwin would be able to confirm that there is no issue from the US side.
- or we try and get the money ourselves in some way shape or form.> > Which we can do over a prolonged period, there is no reason for it to> all be done at once. The £5000 requirement is designed to make things> easier on small charities, not harder. We can remain a small charity> until we naturally grow to a large enough size to require registering.
I believe the aim to achieving charity status is to allow donations from the uk to be re-embursed from the tax and I think I can almost gaurentee that once we will be easily over the £5000 threshold if that were to happen. However there is nothing holding us back from setting up an account as i mentioned above.
So we have 3 methods of doing this or possibly a 4th one consisting of a> > combination of the first 2 where the foundation simply tops up the> > difference between what we get from the fundraiser and £5000. Now what> > method we use is essentially down to the foundation and what they feel most> > comfortable with. At the moment there are other things that need to be dealt> > with first, so this isn't something that needs to be decided upon now. Just> > something that needs to be considered over the next couple of months.> > It can all be discussed in detail at, or soon after, the AGM, once we> have some competent people on the board.
Agreed
With regards to the bank account, when set up it would not allow us to claim> > back tax until we got the charity status but it would allow us to take> > payments. According to the person I spoke to on the phone they could easily> > alter the account when the tax back charity status came through.> > The HMRC thing resolves that issue completely.
Also from what i said above
In regards to the timeline. Attaining charity status before the annual> > fundraiser is honestly going to be doubtful. The application takes> > approximately 40 days to complete if there are absolutely no hitches. I> > would plan to get signatures at the next AGM which is planned for september> > sometime. This would put completion of the charity status at the earliest> > for early-mid november and that is purely on the basis that everything go> > absolutely smoothly. The best approach would be looking for the application> > to be finished by the start of 2009 and worst case scenario by the end of> > the financial year 08/09.> >> > I hope this provides a clearer outlook on WMUK financially. Any questions I> > could clarify are welcomed as it may spot areas or things that i havnt> > thought about.> > What signatures are required? I wasn't aware you needed to collect> signature (Chair and Secretary of the board, or something, I expect,> but nothing more). And we can't do any of that until we have the> £5000, so that's going to be some time after the AGM.
Those signatures have to come from all those registering as trustees. But yes this would need to happen after the AGM
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There is an account with Lloyds TSB that wouldn't require any transaction costs and could be set up without charity status and can be easily changed once that status is acquired.
Sounds good. Are you intending to stand for the board at the AGM? It sounds like you've done the research necessary to be a good treasurer.
There is no issue on the UK side with regards to money coming in from abroad
Agreed. I know of no issues there.
I'm sure mike godwin would be able to confirm that there is no issue from the US side.
He'll be able to confirm it one way or the other, I'm not sure which was it will be.
I believe the aim to achieving charity status is to allow donations from the uk to be re-embursed from the tax
The thing with the HMRC is enough for that.
Those signatures have to come from all those registering as trustees. But yes this would need to happen after the AGM
So that's the entire board. Either way, it only needs a regular board meeting, it doesn't actually need to be an AGM - that's good, it can be handled whenever we're ready.
Date: Wed, 27 Aug 2008 03:19:34 +0100> From: thomas.dalton@gmail.com> To: wikimediauk-l@lists.wikimedia.org> Subject: Re: [Wikimediauk-l] Charity and Bank account information> > > There is an account with Lloyds TSB that wouldn't require any transaction> > costs> > and could be set up without charity status and can be easily changed once> > that status is acquired.> > Sounds good. Are you intending to stand for the board at the AGM? It> sounds like you've done the research necessary to be a good treasurer.
There are too many variables to state whether i will or not. Firstly when and where the AGM is gonna be will make a difference. I'm moving to cardiff permanently for uni in september so not the best time in the world really. Plus it depends on how other things in real life go. I cannot commit myself at this time.
There is no issue on the UK side with regards to money coming in from> > abroad> > Agreed. I know of no issues there.> > > I'm sure mike godwin would be able to confirm that there> > is> > no issue from the US side.> > He'll be able to confirm it one way or the other, I'm not sure which> was it will be.
Ill email Mike and see what response I get.
I believe the aim to achieving charity status is to allow donations from the> > uk to> > be re-embursed from the tax> > The thing with the HMRC is enough for that.
Only up to £5000 pounds, and as far as I am aware, we would be handling much larger amounts than that. So as a temporary measure to get membership fee's etc tax reimbursed would be fine, but it wouldn't work during the annual fundraiser. For that, the charity registration would be necessary.
Those signatures have to come from all those registering as trustees.> > But yes this would need to happen after the AGM> > So that's the entire board. Either way, it only needs a regular board> meeting, it doesn't actually need to be an AGM - that's good, it can> be handled whenever we're ready.> > _______________________________________________> Wikimedia UK mailing list> wikimediauk-l@wikimedia.org> http://meta.wikimedia.org/wiki/Wikimedia_UK%3E http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
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Only up to £5000 pounds, and as far as I am aware, we would be handling much larger amounts than that. So as a temporary measure to get membership fee's etc tax reimbursed would be fine, but it wouldn't work during the annual fundraiser. For that, the charity registration would be necessary.
Yes, precisely, but we can wait until after we've got the £5000 to worry about that (which eliminates the need for the foundation to give us a starting donation). You only have to register in the tax year in which your income goes over £5000, you don't have to have registered before then.
Only up to £5000 pounds, and as far as I am aware, we would be handling much larger amounts than that. So as a temporary measure to get membership fee's etc tax reimbursed would be fine, but it wouldn't work during the annual fundraiser. For that, the charity registration would be necessary.
Yes, precisely, but we can wait until after we've got the £5000 to worry about that (which eliminates the need for the foundation to give us a starting donation). You only have to register in the tax year in which your income goes over £5000, you don't have to have registered before then.
What may be worthwhile is putting in the paperwork for HMRC now, geting that sorted, then after the AGM dealing with the full charity status.
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What may be worthwhile is putting in the paperwork for HMRC now, geting that sorted, then after the AGM dealing with the full charity status.
That should have been done two years ago (I'm only assuming it hasn't been done already, since no-one has said is has been). If the current board want to actually do something, then that would be great. I wouldn't count on it, though.
At 04:26 +0100 27/8/08, Thomas Dalton wrote:
What may be worthwhile is putting in the paperwork for HMRC now,
geting that
sorted, then after the AGM dealing with the full charity status.
That should have been done two years ago (I'm only assuming it hasn't been done already, since no-one has said is has been). If the current board want to actually do something, then that would be great. I wouldn't count on it, though.
The law has changed since the company (Wiki Educational Resources Ltd) was formed two years ago. It is now possible to incorporate as a company limited by guarantee and charity on the same day.
See http://bit.ly/Charities_Act_2006
Gordo
I'm slighty confused, I thought that WMUK was going to be guaranteed as a limited company first and then the pro-longed charitable status in the articles /memorandum confirmed later on?
Been away for a few weeks and haven't had chance to catch any of the updates?
Any1 have a real idea of how things are progressing or it all still pipe dreams 2 yrs down the line?
Mike
I'm slighty confused, I thought that WMUK was going to be guaranteed as a limited company first and then the pro-longed charitable status in the articles /memorandum confirmed later on?
It is a company limited by guarantee at the moment. The charitable status is on top of that, not instead of.
Been away for a few weeks and haven't had chance to catch any of the updates?
Nothing has happened in the last few weeks, really.
Any1 have a real idea of how things are progressing or it all still pipe dreams 2 yrs down the line?
Nothing is progressing, hence the need for an AGM so we have an opportunity to elect a new board.
On Wed, Aug 27, 2008 at 04:43, Thomas Dalton thomas.dalton@gmail.com wrote:
Only up to £5000 pounds, and as far as I am aware, we would be handling much larger amounts than that. So as a temporary measure to get membership fee's etc tax reimbursed would be fine, but it wouldn't work during the annual fundraiser. For that, the charity registration would be necessary.
Yes, precisely, but we can wait until after we've got the £5000 to worry about that (which eliminates the need for the foundation to give us a starting donation). You only have to register in the tax year in which your income goes over £5000, you don't have to have registered before then.
I am not sure I have followed the peculiarities of HMRC and the like, but here is what I understand, please correct me if I am wrong:
- WER (Wikimedia UK) can file for a charity-like status which allows it to receive donations, and this without having had a minimum of £5000 donation to start with. - Once that sum of £5000 is attained, then WER (WM UK) can file for full charity status which I suppose will allow for tax deductibility for donors.
In any case, here are how things can go
- WMF's (financial) help can come in the form lawyer/charity advice in order to make sure that the whole paperwork and prerequisites are filled out, also to sort out the bank account issues if needed. - If what I have stated above (the donation part) is correct, then I would propose to resort to a WMF's donation as a very last resort and try other means to get donations to get the chapter started: *For the record, last year, around £50 000 (yes, GBP) were collected during the fundraiser through the WIkimedia Foundation. This money is collected _without_ any of it offering tax deductibility to UK residents. I would be extremely amazed if we can't get 10% of that to go directly to Wikimedia UK. *This implies that the MOST URGENT of all things is simply to open a Bank account, and to find an agreement how to best advertise Wikimedia UK during the fundraiser and to agree on how Wikimedia UK will in turn redistribute this money to the sustainability of the projects and support activities.
My take is that people who wish to support Wikimedia projects and haven't done so so far because they couldn't be bothered to send money to the US will be happy to spend a few pounds to help Wikimedia UK. Those who have supported the Projects by giving will also surely find it cool to be able to give in GBPs. This should get the ball rolling and fast.
The rest should then take care of itself with time and motivation.
Let me reiterate that the Foundation's interest lies in a functional Wikimedia UK and for it to offer tax-deductibility as soon as possible in order to give a channel to all opportunities in the UK to become reality, allowing people to support the Wikimedia projects, whether financially, or through miscellaneous cool activities (partnerships with like-minded organisations, community support etc.).
In short, sorting the bank account, getting a functional body of members and strengthening the board should be the first steps to make Wikimedia UK one of the most successful chapters of all.
Cheers
Delphine
(Disclaimer: IANAL, I have just spent far too much time on the HMRC and Charities Commission websites!)
I am not sure I have followed the peculiarities of HMRC and the like, but here is what I understand, please correct me if I am wrong:
- WER (Wikimedia UK) can file for a charity-like status which allows
it to receive donations, and this without having had a minimum of £5000 donation to start with.
Anyone can receive donations. Donations are just gifts, anyone can give them to anyone. The only issue is tax. The HMRC status counts as being a charity for tax purposes, so the donations will be tax deductible (in the case of donations from individuals, this means we can claim back the tax already paid on the donor's income using "gift aid", so if they donate £100 we can claim back about £25 extra from the tax man [I'm not sure of the exact amount, but it's about that]).
- Once that sum of £5000 is attained, then WER (WM UK) can file for
full charity status which I suppose will allow for tax deductibility for donors.
As far as I'm aware, full charity status doesn't give us any additional rights or abilities, it just imposes more restrictions on us. It is, however, a legal requirement if you want to keep the tax deductibility once you have an income over £5000.
In any case, here are how things can go
- WMF's (financial) help can come in the form lawyer/charity advice in
order to make sure that the whole paperwork and prerequisites are filled out, also to sort out the bank account issues if needed.
Yes, but I'm not sure how much help you'll be - the WMF doesn't have any experts on UK law. We should be able to get free advice directly from the charities commission for most things, as I understand it.
- If what I have stated above (the donation part) is correct, then I
would propose to resort to a WMF's donation as a very last resort and try other means to get donations to get the chapter started:
I'm not convinced a cash donation from the WMF would be legal (for WMF). The other was round certainly isn't, but I know very little of US charity law. Perhaps you could speak to Mike and get clarification on that?
*For the record, last year, around £50 000 (yes, GBP) were collected during the fundraiser through the WIkimedia Foundation. This money is collected _without_ any of it offering tax deductibility to UK residents. I would be extremely amazed if we can't get 10% of that to go directly to Wikimedia UK.
I agree, it shouldn't be an issue once we have a bank account capable of accepting donations.
*This implies that the MOST URGENT of all things is simply to open a Bank account, and to find an agreement how to best advertise Wikimedia UK during the fundraiser and to agree on how Wikimedia UK will in turn redistribute this money to the sustainability of the projects and support activities.
I agree, and if I'm elected to the board at the upcoming (in theory!) AGM, that will be my first priority (someone else may be better suited to actually be treasurer and do it, but I'll bring it up at every board meeting until it happens).
My take is that people who wish to support Wikimedia projects and haven't done so so far because they couldn't be bothered to send money to the US will be happy to spend a few pounds to help Wikimedia UK. Those who have supported the Projects by giving will also surely find it cool to be able to give in GBPs. This should get the ball rolling and fast.
The rest should then take care of itself with time and motivation.
Sounds plausible to me.
Let me reiterate that the Foundation's interest lies in a functional Wikimedia UK and for it to offer tax-deductibility as soon as possible in order to give a channel to all opportunities in the UK to become reality, allowing people to support the Wikimedia projects, whether financially, or through miscellaneous cool activities (partnerships with like-minded organisations, community support etc.).
I think that's the interest of everyone on this mailing list as well, hopefully it will soon be achieved.
In short, sorting the bank account, getting a functional body of members and strengthening the board should be the first steps to make Wikimedia UK one of the most successful chapters of all.
Hear, hear!
Tom
On Wed, August 27, 2008 23:32, Thomas Dalton wrote:
As far as I'm aware, full charity status doesn't give us any additional rights or abilities, it just imposes more restrictions on us.
um, no to the restrictions there, but the real 'apple to shoot for' is the ability it would give us to be able to raise serious amounts of money. People, and more importantly Companies, will make donations to a "Charity" where they won't to a "Company Limited by guarantee". Indeed, it is *all* in the name.
Alison
um, no to the restrictions there, but the real 'apple to shoot for' is the ability it would give us to be able to raise serious amounts of money. People, and more importantly Companies, will make donations to a "Charity" where they won't to a "Company Limited by guarantee". Indeed, it is *all* in the name.
The HMRC thing should be sufficient for starters. Some large donors may like full registration before they donate, but I think most just want to know it's tax deductible.
What do mean by "no to the restrictions"? There are all kinds of restrictions on charities that there aren't on other companies limited by guarantee. The board of a charity are trusted with donated funds, the board of a plain limited company are just trusted with the company's funds - that's a big difference.
On Wed, August 27, 2008 23:48, Thomas Dalton wrote:
The HMRC thing should be sufficient for starters. Some large donors may like full registration before they donate, but I think most just want to know it's tax deductible.
I'm sorry if this could sound like a personal attack (it isn't) but you don't seem to get it. Corporate donors are far less interested in any tax deductibility than they are in being associated with a Charitable institution doing good deeds.
The board of a charity are trusted with donated funds, the board of a plain limited company are just trusted with the company's funds - that's a big difference.
And similarly here. We aren't talking about "company funds"! The raison d'être for there being a UK Chapter is that it will receive donated funds and will, of course, be being trusted with those donations for the benefit of the Objects.
Alison
2008/8/28 Alison Wheeler wikimedia@alisonwheeler.com:
On Wed, August 27, 2008 23:48, Thomas Dalton wrote:
The HMRC thing should be sufficient for starters. Some large donors may like full registration before they donate, but I think most just want to know it's tax deductible.
I'm sorry if this could sound like a personal attack (it isn't) but you don't seem to get it. Corporate donors are far less interested in any tax deductibility than they are in being associated with a Charitable institution doing good deeds.
I would count corporate donors in the "large donors" category - companies aren't likely to be donating small amounts. Small donations from individuals won't care about the difference between the HMRC status and full charity status, it it's tax deductible they'll know it's a trustworthy cause and just hand over the cash.
The board of a charity are trusted with donated funds, the board of a plain limited company are just trusted with the company's funds - that's a big difference.
And similarly here. We aren't talking about "company funds"! The raison d'être for there being a UK Chapter is that it will receive donated funds and will, of course, be being trusted with those donations for the benefit of the Objects.
Funds donated to a company are different from funds donated to a charity. For example, as a company there is nothing stopping us sending money to the WMF (that I know of, at least, feel free to correct me). As a charity, we can't do that because the trustees wouldn't have control over that money.
On Thu, August 28, 2008 00:17, Thomas Dalton wrote:
As a charity, we can't do that because the trustees wouldn't have control over that money.
er ... the Trustees of a Charity have *exactly* that control! That is their exact function!
Alison
2008/8/28 Alison Wheeler wikimedia@alisonwheeler.com:
On Thu, August 28, 2008 00:17, Thomas Dalton wrote:
As a charity, we can't do that because the trustees wouldn't have control over that money.
er ... the Trustees of a Charity have *exactly* that control! That is their exact function!
The WMF would have control of the money once we gave it to them. There is a section on the charities commission website about charities supporting foreign organisations, have you not read it it? It would seem to be highly relevant to the chair of Wikimedia UK... Would you like the URL?
On Thu, August 28, 2008 00:24, Thomas Dalton wrote:
The WMF would have control of the money once we gave it to them. There is a section on the charities commission website about charities supporting foreign organisations, have you not read it it? It would seem to be highly relevant to the chair of Wikimedia UK... Would you like the URL?
Selective quoting or what!
You wrote: "For example, as a company there is nothing stopping us sending money to the WMF (that I know of, at least, feel free to correct me). As a charity, we can't do that because the trustees wouldn't have control over that money."
and I pointed out that as a Charity *we* (not you) *can* do that as the Trustees can decide to give money to the WMF, indeed possible methods of doing so were discussed some time ago now at a Chapters meeting in Frankfurt. The Trustees of the (WMUK) Charity can use the funds donated for any purpose in line with the Objects.Indeed "3(e) to encourage the adoption of practices and policies to widen education, participation and dissemination of information worldwide;" was specifically written by me in order that donations to WMF would be possible, so please don't suggest I need a URL ...
Alison
2008/8/28 Alison Wheeler wikimedia@alisonwheeler.com:
On Thu, August 28, 2008 00:24, Thomas Dalton wrote:
The WMF would have control of the money once we gave it to them. There is a section on the charities commission website about charities supporting foreign organisations, have you not read it it? It would seem to be highly relevant to the chair of Wikimedia UK... Would you like the URL?
Selective quoting or what!
You wrote: "For example, as a company there is nothing stopping us sending money to the WMF (that I know of, at least, feel free to correct me). As a charity, we can't do that because the trustees wouldn't have control over that money."
and I pointed out that as a Charity *we* (not you) *can* do that as the Trustees can decide to give money to the WMF, indeed possible methods of doing so were discussed some time ago now at a Chapters meeting in Frankfurt. The Trustees of the (WMUK) Charity can use the funds donated for any purpose in line with the Objects.Indeed "3(e) to encourage the adoption of practices and policies to widen education, participation and dissemination of information worldwide;" was specifically written by me in order that donations to WMF would be possible, so please don't suggest I need a URL ...
I'll give you the URL anyway so that you can explain to me where I am going wrong in my interpretation of it:
http://www.charitycommission.gov.uk/supportingcharities/cwi.asp#9
That seems pretty clear to me. You have no control over what the WMF does with the money, so it giving money to them would not count as charitable. You can spend the money on things for the WMF (new servers, for instance, which I believe the German chapter has done), but you can't just hand over the cash.
On Thu, August 28, 2008 00:43, Thomas Dalton wrote:
That seems pretty clear to me. You have no control over what the WMF does with the money, so it giving money to them would not count as charitable. You can spend the money on things for the WMF (new servers, for instance, which I believe the German chapter has done), but you can't just hand over the cash.
If a Charity (any Charity) makes a grant to "something else" be that a person, an organisation, whatever, in line with its Objects then the Charity has carried out its task of using the money correctly. There is no requirement to have particular things done with that cash post-donation (though it would be normal for a report on how the money was used to be made available to a funder).
The way you seem to be suggesting things would seem to encompass the initial receiving Charity having control over the cash it receives and gives out until .. well, when? forever, it seems.
The Deutschland chapter has specific issues with using money outside of the country under German law, which do not apply here to the same extent.
Alison
2008/8/28 Alison Wheeler wikimedia@alisonwheeler.com:
On Thu, August 28, 2008 00:43, Thomas Dalton wrote:
That seems pretty clear to me. You have no control over what the WMF does with the money, so it giving money to them would not count as charitable. You can spend the money on things for the WMF (new servers, for instance, which I believe the German chapter has done), but you can't just hand over the cash.
If a Charity (any Charity) makes a grant to "something else" be that a person, an organisation, whatever, in line with its Objects then the Charity has carried out its task of using the money correctly. There is no requirement to have particular things done with that cash post-donation (though it would be normal for a report on how the money was used to be made available to a funder).
The way you seem to be suggesting things would seem to encompass the initial receiving Charity having control over the cash it receives and gives out until .. well, when? forever, it seems.
The Deutschland chapter has specific issues with using money outside of the country under German law, which do not apply here to the same extent.
Have you read that FAQ I linked to? Please explain how I'm misinterpreting it.
I will contact the Charities Commission tomorrow to clarify this.
Date: Thu, 28 Aug 2008 00:52:31 +0100> From: wikimedia@alisonwheeler.com> To: wikimediauk-l@lists.wikimedia.org> Subject: Re: [Wikimediauk-l] Charity and Bank account information> > On Thu, August 28, 2008 00:43, Thomas Dalton wrote:> > That seems pretty clear to me. You have no control over what the WMF> > does with the money, so it giving money to them would not count as> > charitable. You can spend the money on things for the WMF (new> > servers, for instance, which I believe the German chapter has done),> > but you can't just hand over the cash.> > If a Charity (any Charity) makes a grant to "something else" be that a> person, an organisation, whatever, in line with its Objects then the> Charity has carried out its task of using the money correctly. There is no> requirement to have particular things done with that cash post-donation> (though it would be normal for a report on how the money was used to be> made available to a funder).> > The way you seem to be suggesting things would seem to encompass the> initial receiving Charity having control over the cash it receives and> gives out until .. well, when? forever, it seems.> > The Deutschland chapter has specific issues with using money outside of> the country under German law, which do not apply here to the same extent.> > Alison> > > _______________________________________________> Wikimedia UK mailing list> wikimediauk-l@wikimedia.org> http://meta.wikimedia.org/wiki/Wikimedia_UK%3E http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
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2008/8/28 joseph seddon life_is_bitter_sweet@hotmail.co.uk:
I will contact the Charities Commission tomorrow to clarify this.
I really don't see the need. Their FAQ is perfectly clear. Perhaps if Alison explained the source of her knowledge, there might be reason to clarify it, but as far as I can tell she's just saying what she wants the law to be rather than having any concern over what it is. Please don't waste the charities commission's time with something which is already answered in their FAQ. Do you expect to get a different answer?
I would rather be clear and have it confirmed from them directly than basing if from the interpretations of two different people who may both be wrong. 5 minutes on the phone is better than being fined thousands of pounds.
Date: Thu, 28 Aug 2008 01:01:50 +0100> From: thomas.dalton@gmail.com> To: wikimediauk-l@lists.wikimedia.org> Subject: Re: [Wikimediauk-l] Charity and Bank account information> > 2008/8/28 joseph seddon life_is_bitter_sweet@hotmail.co.uk:> > I will contact the Charities Commission tomorrow to clarify this.> > I really don't see the need. Their FAQ is perfectly clear. Perhaps if> Alison explained the source of her knowledge, there might be reason to> clarify it, but as far as I can tell she's just saying what she wants> the law to be rather than having any concern over what it is. Please> don't waste the charities commission's time with something which is> already answered in their FAQ. Do you expect to get a different> answer?> > _______________________________________________> Wikimedia UK mailing list> wikimediauk-l@wikimedia.org> http://meta.wikimedia.org/wiki/Wikimedia_UK%3E http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
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2008/8/28 joseph seddon life_is_bitter_sweet@hotmail.co.uk:
I would rather be clear and have it confirmed from them directly than basing if from the interpretations of two different people who may both be wrong. 5 minutes on the phone is better than being fined thousands of pounds.
If you insist, but we don't have two interpretations. As far as I know, Alison hasn't actually read the FAQ, she's just stating what she believes rather than finding out what's actually true. Anyway, it doesn't matter, the company is a long way off applying for charitable status, the board at the time can worry about it when the time comes. I'm not going to bother with this argument any more - Alison's lack of knowledge about charity law is irrelevant.
At the end of the day we will have the correct answer and we can all be much happier.
Date: Thu, 28 Aug 2008 01:19:39 +0100> From: thomas.dalton@gmail.com> To: wikimediauk-l@lists.wikimedia.org> Subject: Re: [Wikimediauk-l] Charity and Bank account information> > 2008/8/28 joseph seddon life_is_bitter_sweet@hotmail.co.uk:> > I would rather be clear and have it confirmed from them directly than basing> > if from> > the interpretations of two different people who may both be wrong. 5> > minutes on the> > phone is better than being fined thousands of pounds.> > If you insist, but we don't have two interpretations. As far as I> know, Alison hasn't actually read the FAQ, she's just stating what she> believes rather than finding out what's actually true. Anyway, it> doesn't matter, the company is a long way off applying for charitable> status, the board at the time can worry about it when the time comes.> I'm not going to bother with this argument any more - Alison's lack of> knowledge about charity law is irrelevant.> > _______________________________________________> Wikimedia UK mailing list> wikimediauk-l@wikimedia.org> http://meta.wikimedia.org/wiki/Wikimedia_UK%3E http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
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joseph seddon wrote:
At the end of the day we will have the correct answer and we can all be much happier.
Date: Thu, 28 Aug 2008 01:19:39 +0100 From: thomas.dalton@gmail.com To: wikimediauk-l@lists.wikimedia.org Subject: Re: [Wikimediauk-l] Charity and Bank account information
2008/8/28 joseph seddon life_is_bitter_sweet@hotmail.co.uk:
I would rather be clear and have it confirmed from them directly
than basing
if from the interpretations of two different people who may both be wrong. 5 minutes on the phone is better than being fined thousands of pounds.
If you insist, but we don't have two interpretations. As far as I know, Alison hasn't actually read the FAQ, she's just stating what she believes rather than finding out what's actually true. Anyway, it doesn't matter, the company is a long way off applying for charitable status, the board at the time can worry about it when the time comes. I'm not going to bother with this argument any more - Alison's lack of knowledge about charity law is irrelevant.
As I recall, Delphine wrote on 8/27/08 at 3:18AM:
- WMF's (financial) help can come in the form lawyer/charity advice in
order to make sure that the whole paperwork and prerequisites are filled out, also to sort out the bank account issues if needed.
I'm fairly certain that this doesn't mean we're going to hand a note to Mike Godwin and say, "look into this"; rather it possibly would involve the employment/contacting of a professional *within the UK* who is more knowledgeable about such things than any of us are.
This would certainly mean that we can have all our i's dotted and our t's crossed well in advance.
This is to the benefit of WMUK as well as the WMF; and save all of us a lot of "IANAL, but I am reading this as..." and let us spend time on the task of our Mission, both in the United Kingdom and outside.
- -- Cary Bass Volunteer Coordinator
Your continued donations keep Wikipedia running! Support the Wikimedia Foundation today: http://donate.wikimedia.org Wikimedia Foundation, Inc. Phone: 415.839.6885 x 601 Fax: 415.882.0495
E-Mail: cary@wikimedia.org
On Thu, Aug 28, 2008 at 19:03, Cary Bass cary@wikimedia.org wrote:
As I recall, Delphine wrote on 8/27/08 at 3:18AM:
- WMF's (financial) help can come in the form lawyer/charity advice in
order to make sure that the whole paperwork and prerequisites are filled out, also to sort out the bank account issues if needed.
I'm fairly certain that this doesn't mean we're going to hand a note to Mike Godwin and say, "look into this"; rather it possibly would involve the employment/contacting of a professional *within the UK* who is more knowledgeable about such things than any of us are.
Very exactly that indeed. Sorry if I wasn't clear.
This would certainly mean that we can have all our i's dotted and our t's crossed well in advance.
This is to the benefit of WMUK as well as the WMF; and save all of us a lot of "IANAL, but I am reading this as..." and let us spend time on the task of our Mission, both in the United Kingdom and outside.
For the record, the offer to help still holds for whatever course of action willbe decided in the next few days. Rather than having people argue over interepretations of the law, I would be more comfortable having once and for all a laid out procedure on how to best go about making a functional Wikimedia UK.
Cheers,
Delphine
Delphine
Cary Bass Volunteer Coordinator
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2008/8/28 Thomas Dalton thomas.dalton@gmail.com:
I'll give you the URL anyway so that you can explain to me where I am going wrong in my interpretation of it:
http://www.charitycommission.gov.uk/supportingcharities/cwi.asp#9
That seems pretty clear to me. You have no control over what the WMF does with the money, so it giving money to them would not count as charitable.
The WMF has in the past accepted conditional donations.
You can spend the money on things for the WMF (new servers, for instance, which I believe the German chapter has done),
For various reasons hosting servers in the UK is probably not a good idea. There are however no shortages of wikipedia benefiting projects that could be carried out in the UK with some level of funding. One of the side effects of the UK's history is we have a number of surprisingly encyclopedic museums and archives.
This is all highly academic at this time and I suggest we stick to focusing on the AGM.
2008/8/27 joseph seddon life_is_bitter_sweet@hotmail.co.uk:
Date: Wed, 27 Aug 2008 03:19:34 +0100 From: thomas.dalton@gmail.com To: wikimediauk-l@lists.wikimedia.org Subject: Re: [Wikimediauk-l] Charity and Bank account information
There is an account with Lloyds TSB that wouldn't require any transaction costs and could be set up without charity status and can be easily changed once that status is acquired.
Sounds good. Are you intending to stand for the board at the AGM? It sounds like you've done the research necessary to be a good treasurer.
There are too many variables to state whether i will or not. Firstly when and where the AGM is gonna be will make a difference. I'm moving to cardiff permanently for uni in september so not the best time in the world really. Plus it depends on how other things in real life go. I cannot commit myself at this time.
While I have no idea where and when board members will be available sept 13 starting 3/4pm in London would probably be best bet for reasonable attendance.
There is an account with Lloyds TSB that wouldn't require any transaction costs and could be set up without charity status and can be easily changed once that status is acquired.
Sounds good. Are you intending to stand for the board at the AGM? It sounds like you've done the research necessary to be a good treasurer.
There are too many variables to state whether i will or not. Firstly when and where the AGM is gonna be will make a difference. I'm moving to cardiff permanently for uni in september so not the best time in the world really. Plus it depends on how other things in real life go. I cannot commit myself at this time.
While I have no idea where and when board members will be available sept 13 starting 3/4pm in London would probably be best bet for reasonable attendance.
The other limitation is that 21 days notice should be given. However that can be changed if 90% of members agree.
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While I have no idea where and when board members will be available sept 13 starting 3/4pm in London would probably be best bet for reasonable attendance.
The other limitation is that 21 days notice should be given. However that can be changed if 90% of members agree.
I thought it was 100% of members, but either way that's not difficult since the members are pretty much the board and no-one else, since they haven't been accepting applications.
We had a discussion on IRC about when and where would be a good time to hold it and Saturday afternoon in London was, indeed, the best bet. The 20th may be easier than the 13th (makes no difference to me), but I think that's the last chance - the AGM has to be held before the 23rd (it has to be within 15 months of the last one, which was 23rd June last year). I'm not sure what really happens if the board doesn't call one within that time - they get put in the stocks and have rotten tomatoes thrown at them, probably!
2008/8/27 Thomas Dalton thomas.dalton@gmail.com:
We had a discussion on IRC about when and where would be a good time to hold it and Saturday afternoon in London was, indeed, the best bet. The 20th may be easier than the 13th (makes no difference to me), but I think that's the last chance - the AGM has to be held before the 23rd (it has to be within 15 months of the last one, which was 23rd June last year).
That should have been be 14th 3/4pm. London meet up is 14th at 1pm. http://en.wikipedia.org/wiki/Wikipedia:Meetup/London_13
2008/8/27 geni geniice@gmail.com:
2008/8/27 Thomas Dalton thomas.dalton@gmail.com:
We had a discussion on IRC about when and where would be a good time to hold it and Saturday afternoon in London was, indeed, the best bet. The 20th may be easier than the 13th (makes no difference to me), but I think that's the last chance - the AGM has to be held before the 23rd (it has to be within 15 months of the last one, which was 23rd June last year).
That should have been be 14th 3/4pm. London meet up is 14th at 1pm. http://en.wikipedia.org/wiki/Wikipedia:Meetup/London_13
When we discussed it on IRC the conclusion was that Saturdays would be far better. The London meet up is intended for Londoners, so there's no need for easy transport for people outside London, the AGM needs to be accessible for everyone. It's far easy to get to London on a Saturday than a Sunday - people travelling from far away may have difficulty reaching London in time if they have to travel by Sunday trains (although, we were talking about more like 1pm than 3/4pm, which might be easier, the problem with it being later is that it can end up with people that have a long journey home getting back really late - how long do we expect this AGM to take?).
2008/8/27 Thomas Dalton thomas.dalton@gmail.com:
When we discussed it on IRC the conclusion was that Saturdays would be far better. The London meet up is intended for Londoners, so there's no need for easy transport for people outside London, the AGM needs to be accessible for everyone. It's far easy to get to London on a Saturday than a Sunday - people travelling from far away may have difficulty reaching London in time if they have to travel by Sunday trains (although, we were talking about more like 1pm than 3/4pm, which might be easier, the problem with it being later is that it can end up with people that have a long journey home getting back really late - how long do we expect this AGM to take?).
The london meetup does however tend to pull people from outside london. Hold the AGM any other day and you are likely to get lower attendance than on the 14th. If the AGM is to be held on any day other than the 14th we need a date kinda like by Friday to sort out the issues of having two London events we would like people to turn up to in one month.
The london meetup does however tend to pull people from outside london. Hold the AGM any other day and you are likely to get lower attendance than on the 14th. If the AGM is to be held on any day other than the 14th we need a date kinda like by Friday to sort out the issues of having two London events we would like people to turn up to in one month.
If it was going to be on the 14th, it really needed to have been announced last Saturday. If it's going to be the 20th (which would be my recommendation, although the 21st would work for me as long as it's not too early), then it needs to be announced by this Saturday. The board really do need to hurry up about this or they'll be in violation of the Article of Association. There is the possibility of getting all the members (I looked it up, it is 100% required) to agree to hold it without 21 clear days notice, but they really shouldn't be relying on that - even if no-one says "no", what if they can't get hold of someone in time? There is no clause in the Articles saying you don't need someone's permission if they don't answer the phone.
On Wed, August 27, 2008 21:33, Thomas Dalton wrote:
There is the possibility of getting all the members (I looked it up, it is 100% required) to agree to hold it without 21 clear days notice, but they really shouldn't be relying on that - even if no-one says "no", what if they can't get hold of someone in time? There is no clause in the Articles saying you don't need someone's permission if they don't answer the phone.
um, you really should read the whole section before you say that as you have got it wrong.
"46 (a) The Company may give any notice to a member either: i. personally; or ii. by sending it by post in a prepaid envelope addressed to the member at his or her address; or iii. by leaving it at the address of the member; or iv. by giving it using electronic communications to the members address. (b) A member who does not register an address with the Company, or who registers only a postal address that is not within the United Kingdom, shall not be entitled to receive any notice from the Company. 47 A member present in person at any meeting of the Company shall be deemed to have received notice of the meeting and of the purposes for which it was called. 48 (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. (b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. (c) A notice shall be deemed to be given: i. 48 hours after the envelope containing it was posted; or ii. in the case of an electronic communication, 48 hours after it was sent."
ie. it is only required to be sent; if someone does not reply or it otherwise not contactable (ie they haven't updated their contact information) then the notice is still correctly given. There is also Clause 8: "The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Company."
I note that WMUK has received four applications for membership in the last couple of days, which the Board will consider in advance of the AGM.
It is clear from recent posts to this list that some individuals might be positioning themselves as possible candidates for election to the Board. In that possibility may I draw people's attention to the following:
"27 No person other than a Director retiring by rotation may be appointed a Director at any general meeting unless: (a) he or she is recommended for election by the Directors; or (b) not fewer than fourteen nor more than thirty-five clear days before the date of the meeting, the Company is given a notice that: i. is signed by a member entitled to vote at the meeting; ii. states the members intention to propose the appointment of a person as a Director iii. contains the details that, if the person were to be appointed, the Company would have to file at Companies House; and iv. is signed by the person who is to be proposed to show his or her willingness to be appointed. 28 All members who are entitled to receive notice of a general meeting must be given not fewer than seven nor more than twenty-eight clear days notice of any resolution to be put to the meeting to appoint a Director other than a Director who is to retire by rotation."
Whilst it is highly possible that the present Directors will agree to set aside some part of the notice periods it would clearly not be acceptable for candidates to be 'sprung' on members at the last minute. Could those considering standing, therefore, please make themselves known to myself in order that all may be informed.
It would also probably be of use to members if such possible candidates gave some detail as to their experience and capabilities for the task of being a Company Director, eg. appropriate qualifications, other directorships, etc., alongside age and background / involvement with WMF and the projects.
Regards
Alison Wheeler for WMUK
um, you really should read the whole section before you say that as you have got it wrong.
You misunderstand me. If you give notice 21 days in advance, everything is fine (but you need to hurry). It's if you don't give notice and rely on the clause that says you don't have to if everyone agrees to it that you need to be able to contact people.
It is clear from recent posts to this list that some individuals might be positioning themselves as possible candidates for election to the Board. In that possibility may I draw people's attention to the following:
[snip quote]
Whilst it is highly possible that the present Directors will agree to set aside some part of the notice periods it would clearly not be acceptable for candidates to be 'sprung' on members at the last minute. Could those considering standing, therefore, please make themselves known to myself in order that all may be informed.
I did ask what you wanted to do about that, you must have missed it. We can't send written notification without being members, since it requires a member's signature, so if you're not going to do the paperwork until just before the AGM (which I have no problem with), it will be necessary for the Directors to recommend whoever wants to stand. I can send you the necessary information informally, however (what does Companies House require? Name, Address, DOB? Anything else?), is email sufficient?
It would also probably be of use to members if such possible candidates gave some detail as to their experience and capabilities for the task of being a Company Director, eg. appropriate qualifications, other directorships, etc., alongside age and background / involvement with WMF and the projects.
I was expecting that to take place at the AGM itself, but we can start the process now if people prefer. It may be best to wait until we have a list of people standing so we know to what extent the positions are contested. If there aren't more candidates than seats, then people just need enough information to make sure the person isn't worse than having the seat vacant, if there are more then people need enough information to make a choice between candidates. People can, of course, ask questions at the AGM if they want more info.
On Wed, August 27, 2008 23:44, Thomas Dalton wrote:
It's if you don't give notice and rely on the clause that says you don't have to if everyone agrees to it that you need to be able to contact people.
That has already been done to the extent that it has been possible to do, aiui.
I was expecting that to take place at the AGM itself, but we can start the process now if people prefer. It may be best to wait until we have a list of people standing so we know to what extent the positions are contested. If there aren't more candidates than seats, then people just need enough information to make sure the person isn't worse than having the seat vacant, if there are more then people need enough information to make a choice between candidates. People can, of course, ask questions at the AGM if they want more info.
um, No. There is a process required (WER is a Limited company and has to follow the Articles of Association) and my earlier post made that clear. There is nothing about what "people prefer" about it, nor is there an option for people to "wait until [there is] a list". In all cases - as with the initial setup of the company and subsequent AGMs - all candidates have to make themselves known and detail their experience, etc. up front. As with any Limited company one can't leave such things until the AGM itself as (as previously detailed!) the candidate information has to be distributed in advance.
Alison
2008/8/28 Alison Wheeler wikimedia@alisonwheeler.com:
On Wed, August 27, 2008 23:44, Thomas Dalton wrote:
It's if you don't give notice and rely on the clause that says you don't have to if everyone agrees to it that you need to be able to contact people.
That has already been done to the extent that it has been possible to do, aiui.
If you've given notice members, why haven't you given it on this mailing list? Has a date, time and venue been set, then? If so, what is it?
I was expecting that to take place at the AGM itself, but we can start the process now if people prefer. It may be best to wait until we have a list of people standing so we know to what extent the positions are contested. If there aren't more candidates than seats, then people just need enough information to make sure the person isn't worse than having the seat vacant, if there are more then people need enough information to make a choice between candidates. People can, of course, ask questions at the AGM if they want more info.
um, No. There is a process required (WER is a Limited company and has to follow the Articles of Association) and my earlier post made that clear. There is nothing about what "people prefer" about it, nor is there an option for people to "wait until [there is] a list". In all cases - as with the initial setup of the company and subsequent AGMs - all candidates have to make themselves known and detail their experience, etc. up front. As with any Limited company one can't leave such things until the AGM itself as (as previously detailed!) the candidate information has to be distributed in advance.
I have the Articles open in front of me. It appears notice has to be given of names, I see nothing about experience. The "Why you should vote for me" stuff can, from what I can tell, be conducted at the AGM.
On Thu, August 28, 2008 00:21, Thomas Dalton wrote:
If you've given notice members, why haven't you given it on this mailing list? Has a date, time and venue been set, then? If so, what is it?
Maybe because, self-evidently, this list is not a valid means of advising members nor restricted to members! I am waiting on confirmation of location and timing from the Secretary; the consideration re notice period was regarding an 'if required' status.
I have the Articles open in front of me. It appears notice has to be given of names, I see nothing about experience. The "Why you should vote for me" stuff can, from what I can tell, be conducted at the AGM.
And I, as Chair, am advising this list - as possible members-by-that-date - that I expect to be notifying members of the full details of candidates in advance as, indeed, do most companies from what I have seen of AGM notices, etc. Yes, *additional* questions may be asked from the floor but a description/statement by a (possible) candidate in advance is expected and, in this case, required.
Alison Wheeler CEO, Wiki Educational Resources Limited
2008/8/28 Alison Wheeler wikimedia@alisonwheeler.com:
On Thu, August 28, 2008 00:21, Thomas Dalton wrote:
If you've given notice members, why haven't you given it on this mailing list? Has a date, time and venue been set, then? If so, what is it?
Maybe because, self-evidently, this list is not a valid means of advising members nor restricted to members! I am waiting on confirmation of location and timing from the Secretary; the consideration re notice period was regarding an 'if required' status.
But you need to inform more people than just the members, don't you, since you haven't been accepting membership applications previously? This list would seem the obvious way to do that. But that's irrelevant because you quite clearly haven't given notice to members - it is impossible to give notice of a meeting when you haven't confirmed when and where the meeting is taking place. What do you mean by "if required status"? Notice of an AGM is always required...
I have the Articles open in front of me. It appears notice has to be given of names, I see nothing about experience. The "Why you should vote for me" stuff can, from what I can tell, be conducted at the AGM.
And I, as Chair, am advising this list - as possible members-by-that-date
- that I expect to be notifying members of the full details of candidates
in advance as, indeed, do most companies from what I have seen of AGM notices, etc. Yes, *additional* questions may be asked from the floor but a description/statement by a (possible) candidate in advance is expected and, in this case, required.
Fair enough. Perhaps it would help if you answered my question about what details are required, then. Also, I object to the word "possible", since I interpret it as meaning you may not nominate certain candidates - if you do not nominate any candidate that requests it then you will be taking advantage of your incompetence regarding membership applications. Hopefully, I am misinterpreting you and you will clarify what you meant by that.
On Thu, August 28, 2008 00:39, Thomas Dalton wrote:
But you need to inform more people than just the members, don't you,
No. See the Articles of Association.
since you haven't been accepting membership applications previously?
We have *never* not accepted applications at any time since the founding of the organisation. All applications have been considered (though, I will note, there have been remarkably few)
What do you mean by "if required status"? Notice of an AGM is always required...
Now you are just being obtuse. "If required" in that "if we find the only possible date is within the required timescale are you (ie the member) ok with that". Of course notice is required, ffs!
Fair enough. Perhaps it would help if you answered my question about what details are required, then.
Asked and answered.
Also, I object to the word "possible", since I interpret it as meaning you may not nominate certain candidates - if you do not nominate any candidate that requests it then you will be taking advantage of your incompetence regarding membership applications.
I, in turn, strongly object to your use of "incompetence" when there has been none. The WMUK website had a notice asking for parties interested in the position of Director of Membership to contact the Board, but no suitable candidates were forthcoming (which, I note, included those recent applicants for membership). "Possible" in that at present the applications received have not be formally accepted by the Board so those individuals cannot currently be anything but 'possible'. As regards nominations, it isn't for me or the Board to make nominations (again see Articles of Association) however the Board *may* be prepared to recommend suitable candidates *if* it believes that would be in the best interests of the Company and its objects, however this has not yet been discussed by the Board and I am only making my own suggestion here.
Alison Wheeler
Hopefully, I am misinterpreting you
and you will clarify what you meant by that.
2008/8/28 Alison Wheeler wikimedia@alisonwheeler.com:
On Thu, August 28, 2008 00:39, Thomas Dalton wrote:
But you need to inform more people than just the members, don't you,
No. See the Articles of Association.
I'm not talking about your legal duty to the membership of the company, I'm talking about your moral duty to the Wikimedia community in the UK.
since you haven't been accepting membership applications previously?
We have *never* not accepted applications at any time since the founding of the organisation. All applications have been considered (though, I will note, there have been remarkably few)
Your website says you need to be a supporting member to be a guarantor member, you've only recently said that's not true, and you have not been accepting applications for supporting membership.
What do you mean by "if required status"? Notice of an AGM is always required...
Now you are just being obtuse. "If required" in that "if we find the only possible date is within the required timescale are you (ie the member) ok with that". Of course notice is required, ffs!
I don't understand you. Giving notice of a meeting involves saying when and where the meeting is going to take place. If you haven't decided that, then you can't have given notice. Do you actually mean that you've requested permission to hold the AGM without giving notice?
Fair enough. Perhaps it would help if you answered my question about what details are required, then.
Asked and answered.
No, you haven't. What you've said on the subject is:
"Whilst it is highly possible that the present Directors will agree to set aside some part of the notice periods it would clearly not be acceptable for candidates to be 'sprung' on members at the last minute. Could those considering standing, therefore, please make themselves known to myself in order that all may be informed.
It would also probably be of use to members if such possible candidates gave some detail as to their experience and capabilities for the task of being a Company Director, eg. appropriate qualifications, other directorships, etc., alongside age and background / involvement with WMF and the projects."
That does not include a list of required details. I expect, at a minimum, you require name, address and date of birth. Is there anything else?
Also, I object to the word "possible", since I interpret it as meaning you may not nominate certain candidates - if you do not nominate any candidate that requests it then you will be taking advantage of your incompetence regarding membership applications.
I, in turn, strongly object to your use of "incompetence" when there has been none. The WMUK website had a notice asking for parties interested in the position of Director of Membership to contact the Board, but no suitable candidates were forthcoming (which, I note, included those recent applicants for membership). "Possible" in that at present the applications received have not be formally accepted by the Board so those individuals cannot currently be anything but 'possible'. As regards nominations, it isn't for me or the Board to make nominations (again see Articles of Association) however the Board *may* be prepared to recommend suitable candidates *if* it believes that would be in the best interests of the Company and its objects, however this has not yet been discussed by the Board and I am only making my own suggestion here.
The company has existed for over 2 years and still doesn't even have a bank account. I can see no explanation for that other than incompetence. I don't give a damn what the board believes. If you had accepted applications far enough in advance, people could have stood without your approval. Due to your incompetence, you have not accepted such applications, therefore there is no option but for you to approve them. If you take advantage of that to avoid giving the community the control that they are meant to have over the chapter, then I am confident the WMF will take the appropriate action.
On Thu, 28 Aug 2008, Alison Wheeler wrote:
On Thu, August 28, 2008 00:39, Thomas Dalton wrote:
Fair enough. Perhaps it would help if you answered my question about what details are required, then.
Asked and answered.
With all due respect I don't recall seeing the answer to this question (what information is required to be given by people who wish to stand for positions on the board) on this list. Although Thomas is the most vocal person, he is not necessarily the only one.
Nor do I recall seeing an answer, on this list, about whether sending the information by email is sufficient? Iif so, should this be sent to you personally, or to a different email address?. If sending something by post is required, where should this be sent - the only postal address I can spot on the WMUK website is the one on the membership application form (i.e. London N6)? (I understand that if it is the private address of a director they may not want this on the public email list, if this is the case please let us know how people wishing to send things to this address may find it)
Finally, could you confirm that the London N6 address is still the correct address to send membership requests to.
Please reply on list rather than to me individually.
Chris
Finally, could you confirm that the London N6 address is still the correct address to send membership requests to.
I gave up on getting an answer to that particular question and just sent my application to that address and hoped for the best.
2008/8/28 Thomas Dalton thomas.dalton@gmail.com:
Finally, could you confirm that the London N6 address is still the correct address to send membership requests to.
I gave up on getting an answer to that particular question and just sent my application to that address and hoped for the best.
PS Alison mentioned she's received a few applications recently and I would assume they were sent to that address, so it does seem to be working.
On Thu, August 28, 2008 03:24, Chris McKenna wrote:
With all due respect I don't recall seeing the answer to this question (what information is required to be given by people who wish to stand for positions on the board) on this list. Although Thomas is the most vocal person, he is not necessarily the only one.
"Required" is as stated previously, as is "preferred/helpful".
Nor do I recall seeing an answer, on this list, about whether sending the information by email is sufficient? Iif so, should this be sent to you personally, or to a different email address?.
Everything (MoA, AoA, website, list posts) has made it clear that everything is done by electronic means where ever possible.
If sending something by post is required, where should this be sent - the only postal address I can spot on the WMUK website is the one on the membership application form (i.e. London N6)? (I understand that if it is the private address of a director they may not want this on the public email list, if this is the case please let us know how people wishing to send things to this address may find it)
There is a public address on the forms which can be used for postal mail.
Finally, could you confirm that the London N6 address is still the correct address to send membership requests to.
Yes; again it is printed on the forms so that people have it directly in front of them! Should the address change (as it has once in the past) the forms get changed.
Alison Wheeler for WMUK
On Thu, 28 Aug 2008, Alison Wheeler wrote:
On Thu, August 28, 2008 03:24, Chris McKenna wrote:
With all due respect I don't recall seeing the answer to this question (what information is required to be given by people who wish to stand for positions on the board) on this list. Although Thomas is the most vocal person, he is not necessarily the only one.
"Required" is as stated previously, as is "preferred/helpful".
You have said *when* you require the information by, and the reason you require it (the law requires it, and anyway its good practice), but not actually *what* is required. You have also said what it would be "preferred/helpful" (notes about previous expiereince, involvement with WMF/projects, why you want to stand, and anything else that you (the person standing, or wishing to stand) thinks apropriate). Nowhere have you acutally said what is legally required - my /guess/ is that Name, address, date of birth, and any other directorships you hold are required. What about such things as any criminal record? NI number? previous addresses? bank details? passport details? Signature? Details and/or proof of any academic qualifications? A satement that you agree to the WMF passing on your details to Companies House (and any other place they are legally obliged to) if you get elected? Employment or unemployment details?
If this is all detialed somewhere online, point us there rather than saying it has been answered previously when it hasn't been previously answered on this list (given that this is where the question was asked, it is reasonable to assume that this is where the answer will/would be given, unless explicitly mentioned otherwise)..
Nor do I recall seeing an answer, on this list, about whether sending the information by email is sufficient? Iif so, should this be sent to you personally, or to a different email address?.
Everything (MoA, AoA, website, list posts) has made it clear that everything is done by electronic means where ever possible.
Thank you, although answering "yes, email is fine" to the original equiry would have save a lot of bother. Not everybody here is familiar with company law, and it is reasonable to query whether applications for directorship are one occasion where doing it electronically is not possible. After all simple membership is not.
Presumably then these can be emailed to you (or another director?) personally?
If sending something by post is required, where should this be sent - the only postal address I can spot on the WMUK website is the one on the membership application form (i.e. London N6)? (I understand that if it is the private address of a director they may not want this on the public email list, if this is the case please let us know how people wishing to send things to this address may find it)
There is a public address on the forms which can be used for postal mail.
This is slightly moot now you've answered that email is fine, but I am not aware of any forms on the WMUK site for people who wish to stand as a director. If there were, I would guess that by now you would have answered one of these many questions with 'there is a form on the WMUK website which has all the details you need'. As you haven't, it would appear there isn't one I'm overlooking. As clever as we all are on this list, I don't believe any of us can read the address on a form that doesn't exist.
Yes, there is such an address on the /membership/ form, but this is not a form for wishing to stand as a director. It may or may not have been the same address as the membership form states, hence I asked the question (which you still haven't answered definitively).
Finally, could you confirm that the London N6 address is still the correct address to send membership requests to.
Yes; again it is printed on the forms so that people have it directly in front of them! Should the address change (as it has once in the past) the forms get changed.
Thank you, as this question was about the membership forms, that do exist, (unlike the forms you refer to in the previous answer) you have now answered this question defnitively. I don't understand why you didn't answer Thomas when he first asked getting on for a month ago?
While it is good to know that these forms will be kept up-to-date, the fact that other parts of the WMUK website (e.g. the fact that guarantor membership is available to non-supporting members) and information related to WMUK elsewhere (as has been discussed at length) has /not/ been kept up to date, means it was necessary to ask the quesiton.
In all these email messages asking various questions of you in particular Alison, and of the WMUK more generally (not just my previous email), there are some things that are clearly not known, outside your control and others that you cannot publicly give a (straight) answer to. I acceept this, although it would be far nicer to be given the answer "I'm sorry I don't know" or "I can't publicly give you an answer to this at the moment, due to blah" rather than a political non-answer written in what comes accross as a very confrontational tone on many occasions.
Additionally, it is particularly unimpressive and insulting to be given such a non-answer where there is clearly no need for one. It should not a month of pushing to get the answers like "yes, the address on the membership form is correct" and "prospective directors may send in their details electronically".
It is from responses such as these that lead to the accusastions of being obtuse.
Chris
I'll be in Scotland on the 13th, the next weekend would be preferable with me at least. I'd certainly like to attend if possible.
2008/8/27 geni geniice@gmail.com:
2008/8/27 joseph seddon life_is_bitter_sweet@hotmail.co.uk:
Date: Wed, 27 Aug 2008 03:19:34 +0100 From: thomas.dalton@gmail.com To: wikimediauk-l@lists.wikimedia.org Subject: Re: [Wikimediauk-l] Charity and Bank account information
There is an account with Lloyds TSB that wouldn't require any transaction costs and could be set up without charity status and can be easily changed once that status is acquired.
Sounds good. Are you intending to stand for the board at the AGM? It sounds like you've done the research necessary to be a good treasurer.
There are too many variables to state whether i will or not. Firstly when and where the AGM is gonna be will make a difference. I'm moving to cardiff permanently for uni in september so not the best time in the world really. Plus it depends on how other things in real life go. I cannot commit myself at this time.
While I have no idea where and when board members will be available sept 13 starting 3/4pm in London would probably be best bet for reasonable attendance.
-- geni
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