CFP asked me to put my suggestions for the Mem and Arts in an email so people could see them before this evening's meeting (I know it's not long before, sorry!), so here they are.

The Charity Commission's models can be found here: http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1text.pdf

The versions on meta contain some of these suggestions already (mainly just selecting from the optional bits, I think).

(Disclaimer: I have no legal training. These ideas could be completely illegal. If the board implements them and ends up getting in trouble because of them I take no responsibility whatsoever.)

Memorandum of Association:

Clause 1: The name - bare in mind, there is no legal requirement for charities to have "Limited" in their name. Clause 2: Choose England, it's bigger so gives us more options. Clause 3: Objects - a discussion for another time Clause 5: Choose Option 2 - give ourselves more flexibility, I think we can trust the board to act in good faith so there is no need to shackle them Clause 7: Change £10 to £1 - £1 seems to be pretty common and I see no reason not to set it as low as possible (I don't know if there actually is a minimum, perhaps we could set it to 1p, but I've never seen a charity with it set to less than £1)

Article of Association:

Article 9: Set the minimum quorum to 10 - that's the least it can be without giving the board a majority, which would kind of defeat the object of having a general meeting Article 30: Something needs to be changed here. As I understand it, this means each candidate for the board is voted on separately and if they get more than 50% support they are elected and once all the seats are full the rest of the candidate luck out. This is bad. I suggest having something in there along the lines of: "In the event that more candidates are elected to the board during a meeting than there are seats available, those elected with the greatest support will be successful. In the event of a tie, the Chair will draw lots." Article 38: I suggest giving the board the power to delegate to committees of members (as opposed to just board members). This would allow the community to be involved in decision making rather than the board doing everything. Examples of possible committees include a committee for the Wikimania bid, a committee for Scotland (and other parts of the country), etc. These committees could be given a budget and a set of objectives and then left to get on with it (reporting back to the board on a regular basis). I'm pretty sure this can be done legally (it's not dissimilar to delegating things to employees), but it probably needs to be worded just right - this is something to ask a solicitor about. Article 49: Choose option 1B, it gives us the most flexibility.

I'm not entirely sure where, but something needs to be added to the articles to allow IRC board meetings and notification by email. (The legal definition of a meeting, in the absence of something in the articles to the contrary, requires people to be able to hear and see eachother - full video conferencing is therefore allowed, but IRC isn't.)

I would also suggest putting together a rules document at some point (that can wait until the first real board meeting - ie. after incorporation). This would include the maximum size of the board, officers and their roles, procedures for meetings, membership fees, a policy about CRB checks, signatories for bank accounts, process for claiming expenses, etc.

And while it's on my mind: If you're going to go with the Committee for Scotland/England/Wales/NI etc. idea, I would suggest having a different class of membership for each region, that would allow the committees to set an extra membership fee, call general meetings of that class of members, hold elections for the committee (run that bit by a solicitor - the board may well need to ratify any such elections). That can all wait until we have enough members for it to make sense to split people up, so probably not something for the initial board to worry about, I just wanted to put the idea in writing while I remembered.

Best of luck, I'll try and be around during the meeting if you have any questions.

Tango