When is the first general meeting (annual general meeting) of Wiki Educational Resources Ltd to be planned?
Gordo
On Sun, June 10, 2007 12:32, Gordon Joly wrote:
When is the first general meeting (annual general meeting) of Wiki Educational Resources Ltd to be planned?
'great minds' and all that, but I sent an email to the board last week regarding just this thing (well, the AGM and a Board meeting beforehand). As soon as date/location are fixed James (as Company Secretary) will be making the official announcements.
Alison
Can it please be between 22nd-29th June, or August? I'd very much like to attend.
Dev
On 6/10/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Sun, June 10, 2007 12:32, Gordon Joly wrote:
When is the first general meeting (annual general meeting) of Wiki Educational Resources Ltd to be planned?
'great minds' and all that, but I sent an email to the board last week regarding just this thing (well, the AGM and a Board meeting beforehand). As soon as date/location are fixed James (as Company Secretary) will be making the official announcements.
Alison
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Excuse my ignorance, but being an AGM I assume it's essentially public?
I assume it'd have to be with no procedure for WM UK membership (or lack of) right now.
Thanks,
Sean
On 10/06/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Sun, June 10, 2007 12:32, Gordon Joly wrote:
When is the first general meeting (annual general meeting) of Wiki Educational Resources Ltd to be planned?
'great minds' and all that, but I sent an email to the board last week regarding just this thing (well, the AGM and a Board meeting beforehand). As soon as date/location are fixed James (as Company Secretary) will be making the official announcements.
Alison
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Hello everyone,
First, a quick reply to Sean: On Wed, June 27, 2007 18:44, Sean Whitton wrote:
Excuse my ignorance, but being an AGM I assume it's essentially public?
An company AGM is open to all the members (shareholders) of that company. At present there are - legally - only six members of WER Ltd t/a Wikimedia UK.
I assume it'd have to be with no procedure for WM UK membership (or lack of) right now.
This was our issue and we got stuck between a rock and a hard place in sorting it all out.
Firstly, because the Wikimedia Foundation only - finally - authorised our status as a recognised Chapter of the Foundation but two weeks ago (despite many promises to the contrary) this meant we couldn't consider adding new members of the Chapter before that confirmation was received.
We had a Board meeting therefore as soon as we were able to schedule one once that confirmation arrived to discuss how to open up the membership procedure, and how to schedule the AGM and other events.
The first AGM of the company was required by law to be within 18 months of the registration of the Company, which meant it had to happen by August 13th. There was then an issue that the Company Secretary (James Forrester) and probably others would be at Wikimania in Taiwan in the couple of weeks leading up to that date and wouldn't be able to attend a meeting. Allied to this was that to accept membership applications requires various procedures to take place (ie written application, information checking, cheque clearance, etc) as well as notice periods and there just weren't the days available on the calendar.
All this meant that the Board couldn't see a way to open the membership up properly and fairly and still meet the legally-required schedule. We therefore authorised an AGM to take place within a restricted notice period (as permissable by the Articles of Association) and asked the membership to validate this request. This (slight legal fiction) happened, and the first AGM actually took place last Sunday.
However! that meeting was predominantly to ensure the Company met the legal requirements to continue, and we have worked out how to open the membership up and details (ie downloadable pdf application form) will be on the website within a week. In outline, anyone (any age) may become a member of the Chapter, but to be a member of the Company as well (not mandatory) you will have to give additional information and must be over 18, etc, hence the written application. There will be an annual fee involved for membership of the Chapter.
We considered when best to arrange a Members Meeting, and concluded that July and August are not good months for this (if summer ever arrives!) and so we are looking at hosting a dual-purpose event in September, probably either Saturday 8th, 15th or 29th in London (though no date/location is confirmed yet).
I say 'dual-purpose' as we plan to start with an EGM, with the Directors reporting to members present about what we have managed to achieve and where we plan to go next, and at least one election for a Director will also take place then. The other part is that we are seeking to have a public-facing event with a couple of special guests. We can't say more at this time (we haven't asked them yet!) but we want to use the combined meeting to garner fresh media interest and possible sponsorship income.
We'll be able to give you all more information in the near future, and it will appear first on our website at www.wikimedia.org.uk Thanks for sticking with us this long - we're now ready for action!
Regards
Alison Wheeler Chair, Wikimedia UK
requirement for a
Thanks,
Sean
On 10/06/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Sun, June 10, 2007 12:32, Gordon Joly wrote:
When is the first general meeting (annual general meeting) of Wiki Educational Resources Ltd to be planned?
'great minds' and all that, but I sent an email to the board last week regarding just this thing (well, the AGM and a Board meeting beforehand). As soon as date/location are fixed James (as Company Secretary) will be making the official announcements.
Aha, very exciting. Thanks for all that info, I can understand totally where all those roadblocks have come from.
I guess it's sad to see that you have been forced into a 'fake' AGM purely to meet requirements, but that's the way things are I suppose.
Sean
On 27/06/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:
Hello everyone,
First, a quick reply to Sean: On Wed, June 27, 2007 18:44, Sean Whitton wrote:
Excuse my ignorance, but being an AGM I assume it's essentially public?
An company AGM is open to all the members (shareholders) of that company. At present there are - legally - only six members of WER Ltd t/a Wikimedia UK.
I assume it'd have to be with no procedure for WM UK membership (or lack of) right now.
This was our issue and we got stuck between a rock and a hard place in sorting it all out.
Firstly, because the Wikimedia Foundation only - finally - authorised our status as a recognised Chapter of the Foundation but two weeks ago (despite many promises to the contrary) this meant we couldn't consider adding new members of the Chapter before that confirmation was received.
We had a Board meeting therefore as soon as we were able to schedule one once that confirmation arrived to discuss how to open up the membership procedure, and how to schedule the AGM and other events.
The first AGM of the company was required by law to be within 18 months of the registration of the Company, which meant it had to happen by August 13th. There was then an issue that the Company Secretary (James Forrester) and probably others would be at Wikimania in Taiwan in the couple of weeks leading up to that date and wouldn't be able to attend a meeting. Allied to this was that to accept membership applications requires various procedures to take place (ie written application, information checking, cheque clearance, etc) as well as notice periods and there just weren't the days available on the calendar.
All this meant that the Board couldn't see a way to open the membership up properly and fairly and still meet the legally-required schedule. We therefore authorised an AGM to take place within a restricted notice period (as permissable by the Articles of Association) and asked the membership to validate this request. This (slight legal fiction) happened, and the first AGM actually took place last Sunday.
However! that meeting was predominantly to ensure the Company met the legal requirements to continue, and we have worked out how to open the membership up and details (ie downloadable pdf application form) will be on the website within a week. In outline, anyone (any age) may become a member of the Chapter, but to be a member of the Company as well (not mandatory) you will have to give additional information and must be over 18, etc, hence the written application. There will be an annual fee involved for membership of the Chapter.
We considered when best to arrange a Members Meeting, and concluded that July and August are not good months for this (if summer ever arrives!) and so we are looking at hosting a dual-purpose event in September, probably either Saturday 8th, 15th or 29th in London (though no date/location is confirmed yet).
I say 'dual-purpose' as we plan to start with an EGM, with the Directors reporting to members present about what we have managed to achieve and where we plan to go next, and at least one election for a Director will also take place then. The other part is that we are seeking to have a public-facing event with a couple of special guests. We can't say more at this time (we haven't asked them yet!) but we want to use the combined meeting to garner fresh media interest and possible sponsorship income.
We'll be able to give you all more information in the near future, and it will appear first on our website at www.wikimedia.org.uk Thanks for sticking with us this long - we're now ready for action!
Regards
Alison Wheeler Chair, Wikimedia UK
requirement for a
Thanks,
Sean
On 10/06/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Sun, June 10, 2007 12:32, Gordon Joly wrote:
When is the first general meeting (annual general meeting) of Wiki Educational Resources Ltd to be planned?
'great minds' and all that, but I sent an email to the board last week regarding just this thing (well, the AGM and a Board meeting beforehand). As soon as date/location are fixed James (as Company Secretary) will be making the official announcements.
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
On 27/06/07, Sean Whitton sean@silentflame.com wrote:
I guess it's sad to see that you have been forced into a 'fake' AGM purely to meet requirements, but that's the way things are I suppose.
It'd be nicer if the real GM was the AGM, but having a tick-the-box AGM and an EGM for the launch isn't really a problem.
Now to keep working on the charitable status problem ... *zzzzzz*
- d.
On 27/06/07, David Gerard dgerard@gmail.com wrote:
On 27/06/07, Sean Whitton sean@silentflame.com wrote:
I guess it's sad to see that you have been forced into a 'fake' AGM purely to meet requirements, but that's the way things are I suppose.
It'd be nicer if the real GM was the AGM, but having a tick-the-box AGM and an EGM for the launch isn't really a problem.
Now to keep working on the charitable status problem ... *zzzzzz*
- d.
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Charitable status is a difficult thing to work through. If its made so difficult for say a church, synagogue or mosque, its much more difficult for an organisation that appears to only have a cyber presence.
Chapter v supporter group? Is that not making even more complications in tying up the loose ends of charitable status. Does it also allow chapterists to make changes to the constitution (like often happens in synagogues and mosques?) Whats to stop wiki-haters filling up the chapter with their supports to force constitutional changes etc. As a limited company, the board it protected from outside attack.
Mike
At 21:48 +0100 27/6/07, michael west wrote:
On 27/06/07, David Gerard <mailto:dgerard@gmail.comdgerard@gmail.com> wrote:
On 27/06/07, Sean Whitton <mailto:sean@silentflame.comsean@silentflame.com> wrote:
I guess it's sad to see that you have been forced into a 'fake' AGM purely to meet requirements, but that's the way things are I suppose.
It'd be nicer if the real GM was the AGM, but having a tick-the-box AGM and an EGM for the launch isn't really a problem.
Now to keep working on the charitable status problem ... *zzzzzz*
- d.
Wikimedia UK mailing list mailto:wikimediauk-l@wikimedia.orgwikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UKhttp://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Charitable status is a difficult thing to work through. If its made so difficult for say a church, synagogue or mosque, its much more difficult for an organisation that appears to only have a cyber presence.
iCommons Ltd seemed to manage it OK within weeks of incorporation. Mr Jimmy Donal Wales is a Trustee of Icommons Ltd, a charity registered in England and Wales with working name "Creative Commons" (charity number 1111577).
Chapter v supporter group? Is that not making even more complications in tying up the loose ends of charitable status. Does it also allow chapterists to make changes to the constitution (like often happens in synagogues and mosques?) Whats to stop wiki-haters filling up the chapter with their supports to force constitutional changes etc. As a limited company, the board it protected from outside attack.
Mike
IANAL, but if there are members, they will hold the liability. Otherwise, the liability rests with the Trustees (of the charity).
Gordo
On Wed, June 27, 2007 21:48, michael west wrote:
Whats to stop wiki-haters filling up the chapter with their supports to force constitutional changes etc. As a limited company, the board it protected from outside attack.
I'd start by pointing at [[WP:AGF]] but yes, we believe we have taken into account the best options and practice available to allow us to protect the interests of the chapter and its aims, both as regards the Wikimedia projects and also in respect of the other educational aims the organisation has. This is the primary reason why the chapter is organised as a Company limited by Guarantee - a non-profit by definition - which has clearly defined aims and legal strictures in place.
We have slightly split the working practice though to consider the 'Chapter' as a superset of the members in order that individuals (hopefully editors!) who are under 18 may be involved. It could be considered that one of the reasons the (US-based) Wikimedia Foundation doesn't have a wider membership is to protect it in the way you note, and we considered whether that was the right approach to take here. We didn't want to do that though, and eventually created what we believe will be a mechanism that will allow both an effective membership alongside an effective Chapter.
Alison Wheeler
On 27/06/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Wed, June 27, 2007 21:48, michael west wrote:
Whats to stop wiki-haters filling up the chapter with their supports to force constitutional changes etc. As a limited company, the board it protected from outside attack.
I'd start by pointing at [[WP:AGF]] but yes, we believe we have taken into account the best options and practice available to allow us to protect the interests of the chapter and its aims, both as regards the Wikimedia projects and also in respect of the other educational aims the organisation has. This is the primary reason why the chapter is organised as a Company limited by Guarantee - a non-profit by definition - which has clearly defined aims and legal strictures in place.
We have slightly split the working practice though to consider the 'Chapter' as a superset of the members in order that individuals (hopefully editors!) who are under 18 may be involved. It could be considered that one of the reasons the (US-based) Wikimedia Foundation doesn't have a wider membership is to protect it in the way you note, and we considered whether that was the right approach to take here. We didn't want to do that though, and eventually created what we believe will be a mechanism that will allow both an effective membership alongside an effective Chapter.
Alison Wheeler
Thats fair enough. You obviously ironed out all of the problems I conceived 18months ago. The chapter is a great idea. What purpose do you propose it has? Apart from being able to help form initiatives, would it be worth a lot of people to be involved? If the chapter is just going to be split into groups that help raise money through whatever sponsership they can get, won't they feel discouraged that some old gets a seat on the board, when they helped raise x£?
mike
I'm really pleased to hear that consideration has been made for us under-eighteens while still maintaining a 'proper' membership under the law. It's good to see this step being taken after all the recent explosions at foundation level over age.
Sean
On 27/06/07, Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Wed, June 27, 2007 21:48, michael west wrote:
Whats to stop wiki-haters filling up the chapter with their supports to force constitutional changes etc. As a limited company, the board it protected from outside attack.
I'd start by pointing at [[WP:AGF]] but yes, we believe we have taken into account the best options and practice available to allow us to protect the interests of the chapter and its aims, both as regards the Wikimedia projects and also in respect of the other educational aims the organisation has. This is the primary reason why the chapter is organised as a Company limited by Guarantee - a non-profit by definition - which has clearly defined aims and legal strictures in place.
We have slightly split the working practice though to consider the 'Chapter' as a superset of the members in order that individuals (hopefully editors!) who are under 18 may be involved. It could be considered that one of the reasons the (US-based) Wikimedia Foundation doesn't have a wider membership is to protect it in the way you note, and we considered whether that was the right approach to take here. We didn't want to do that though, and eventually created what we believe will be a mechanism that will allow both an effective membership alongside an effective Chapter.
Alison Wheeler
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Hello
Well done on moving forward. I've got no problem with an AGM having being held with the members that there are at the moment.
--- Alison Wheeler wikimedia@alisonwheeler.com wrote:
On Wed, June 27, 2007 21:48, michael west wrote:
Whats to stop wiki-haters filling up the chapter with their supports to force constitutional changes etc. As a limited company, the board it protected from outside attack.
As I understand it, only the paid-up, over-18 members will have the right to call a GM or vote at the AGM, so that should reduce the chances of any takeover flooding having any legal effect on W-UK. Sounds like you've come up with a good compromise.
One other thing, just to clarify for anyone on the list, General Meetings (Extraordinary [EGM] or Annual [AGM]) are special meetings of the members where formal legal things are voted on and agreed - eg the acceptance of accounts, appointment of directors and auditors and changing the constitution. Not every get together of members needs to be a General Meeting.
Charitable status is wirth pursuing with, as it enables you to accept donations, claim discount rates from some companies, and avoid some things like VAT on certain activities (but not all). In the absence of that though, a membership structure that allows a flexible level of membership fee (eg Standard £20, Super, £200 for the same benefits but with a signed photo of Alison thrown in) might be a short-term stopgap for those with deeper pockets (don't look at me) to contribute more, financially.
Scott
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On Thu, June 28, 2007 12:42, Scott Keir wrote:
Standard £20, Super, £200 for the same benefits but with a signed photo of Alison thrown in)
eek! I wouldn't wish that on my worst enemy!
AW
btw, by definition in the Companies Acts, every members/shareholders meeting of a company that is not the "Annual general Meeting" is called an "Extraordinary General Meeting"
--- Alison Wheeler wikimedia@alisonwheeler.com wrote:
btw, by definition in the Companies Acts, every members/shareholders meeting of a company that is not the "Annual general Meeting" is called an "Extraordinary General Meeting"
These are formal meetings of the company though, and usually require that only members are present and or that 21 days notice are required.
If you just want to meet in the pub or hold an event, that doesn't need to be Extraordinary, though it may be extraordinary...
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On 28/06/07, Scott Keir scottkeir@yahoo.co.uk wrote:
If you just want to meet in the pub or hold an event, that doesn't need to be Extraordinary, though it may be extraordinary...
Meeting in the pub in the UK is considered extraordinary? I don't think so...
Rob Church
On Wed, 27 Jun 2007, Alison Wheeler wrote:
We considered when best to arrange a Members Meeting, and concluded that July and August are not good months for this (if summer ever arrives!) and so we are looking at hosting a dual-purpose event in September, probably either Saturday 8th, 15th or 29th in London (though no date/location is confirmed yet).
Please can it not be the 15th, as I already have three things happening that I really need to go to that day, one in London, one in Oxfordshire, and one in South Wales...
Hi! I've been lurking on this list since it was set up (but haven't had anything useful to say). It is great to hear you are now an official chapter and the legal stuff is sorted. Good work on getting everything set up.
I would definitely like to come to the Members Meeting (assuming I can save up the train fare before then) and meet some fellow Wikipedians (I haven't been to any UK meetups yet), but could I second Chris's request that it not be on the 15th (as I'm involved in organising a conference that weekend).
BTW, I'm assuming there will be more info about what exactly is planned on the website or Meta wiki soon. Is Meta still being actively used or is discussion more on here now with important stuff on the new website? Also, a very minor point, but technically shouldn't this mailing list and the IRC channel be called GB not UK?
Yours, Joe (User:JoeBlakesley)
On 28/06/07, Joe Llywelyn Griffith Blakesley jb@fsfe.org wrote:
BTW, I'm assuming there will be more info about what exactly is planned on the website or Meta wiki soon. Is Meta still being actively used or is discussion more on here now with important stuff on the new website? Also, a very minor point, but technically shouldn't this mailing list and the IRC channel be called GB not UK?
Stuff should really go on Meta under [[m:Wikimedia UK]] - it's the right place for it.
- d.
On 28/06/07, Joe Llywelyn Griffith Blakesley jb@fsfe.org wrote:
Also, a very minor point, but technically shouldn't this mailing list and the IRC channel be called GB not UK?
No, because it includes Northern Ireland :-)
- d.
At 10:48 +0100 28/6/07, David Gerard wrote:
On 28/06/07, Joe Llywelyn Griffith Blakesley jb@fsfe.org wrote:
Also, a very minor point, but technically shouldn't this mailing list and the IRC channel be called GB not UK?
No, because it includes Northern Ireland :-)
- d.
And just to be perverse, the charity will be registered in England and Wales, won't it?
:-)
Gordo
wikimediauk-l@lists.wikimedia.org