Minutes of the Wikimedia UK v2.0 Board Meeting #wikimedia-uk-board, 20:30 07/10/2008

1. Constitution

Present with speaking rights: Kwan Ting Chan (KTC), Mickey Conn (MC), Tom Holden (TH), Mike Peel (MP), Andrew Turvey (AT)

2. Apologies for Absence

No apologies were received.

3. Minutes of Last Meeting

The minutes of the meeting of 2nd October 2008 were available to view at [http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Board_meetings...]. It was agreed to correct the action under item 4 to state that the board were to propose to the mailing list to release vote tallies for the board election and proceed only if there were no objections. The minutes were otherwise unanimously approved as a true and accurate record.

ACTION: MC to amend minutes of previous meeting.

4. Matters Arising

4.1. Timetable

MP and AT amended the timetable, as agreed.

4.2. Release of voting information

AT and MC posted to the mailing list asking whether there were any objections to releasing vote tallies for the board election. None were forthcoming. MC to request Election Committee to release vote tallies.

ACTION: MC to ask Election Committee to release vote tallies.

4.3. Memorandum and Articles of Association

This item was discussed under point 5, below.

4.4. CRB checks

MP reported that no board members would be required by law to undertake a CRB check. He is awaiting a response to an enquiry as to whether it would be possible for the organisation to get a board member CRB checked, should it wish to. He does not believe that there is a need to. Other board members questioned whether it might be desirable to get the Membership Secretary CRB checked, if permitted, in order to show that the organisation is taking every reasonable precaution. Discussion to be resumed once a response to MP's enquiry is received.

ACTION: MP to report back on response to enquiry.

4.5. Data Protection registration

MP reported that the organisation will initially be exempt from registration under the Data Protection Act. Future activities might require registration; this can be revisited once the organisation has been officially set up.

4.6. Minutes circulation

MC circulated minutes, as agreed.

5. Memorandum and Articles of Association

5.1 Memorandum of Association

5.1.1 Introduction

* Name of the company

It was proposed to include "limited" in the name of the company, although this is not required legally. If it is not included, all official correspondence from the organisation would have to mention that it is a company limited by guarantee. Two in favour, one against, two abstentions - carried.

* Registered office location

The registered office location was unanimously agreed as England and Wales, as this gives the greatest choice.

* Charity's objectives

Two possible approaches were presented: a single sentence encompassing promotion of education and the Wikimedia Foundation mission statement, or a list of eight points expanding on this [http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Objectives&...]. TH suggested combining the two as a third option.

Various changes were made to the text. The Wikimedia Foundation could be mentioned in the objects using a phrasing such as "the advancement of education for all in particular by supporting the charitable work of the Wikimedia Foundation;" this is in line with an example given by the Charity Commission, but may not be needed. It is desirable to mention that the charity will work for the advancement of education and of heritage, and to connect the objects with the UK. The objects could mention wikis, although if so, they would need to be clear about what this means. It may be easier to include "to promote freely accessible online information repositories whose content is freely and collaboratively editable;" which gives a definition of a wiki without using the term. The board agreed that it would like the organisation to represent UK citizens and residents; it would be possible to broaden this to include anyone with a connection to the UK. It is important to distinguish between objects and powers, and to include only objects in this section. Including "undertaking any enterprise or business and generally do all such other things as may be conducive to promoting the objects of the charity" is broad but may be questionable in the eyes of the Charity Commission and may be redundant to text elsewhere in the documents.

The board compiled an updated list of objectives [http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Objectives&...] using a format similar to a Charity Commission example [http://www.charitycommission.gov.uk/registration/exobj21.asp] but did not agree to finalise this; TH would like to further investigate using a single list of points. Further discussion is needed on the mailing list; MC to start this. This is likely to mean that the date for finalising them in the timetable, 11th October, will be missed, but they should be approved at the next board meeting, just a few days behind schedule.

ACTION: MC to start discussion on mailing list to finalise objectives.

5.1.2 Powers 5.1.3 Application of property 5.1.4 Membership

The board unanimously approved the text of these three sections of the Memorandum of Association.

5.2 Articles of Association

(Clause 1) Interpretation AT proposed an expanded definition of "address" to permit the organisation to give notices to members via their talk pages on Wikimedia projects. Following discussion, in order to give members the greatest possible say in how they are contacted, the board unanimously decided to change the definition to: '"address" means a postal address or, for the purposes of electronic communication, a fax number, an e-mail address, a text message number or any other electronic point of contact at which the member has explicitly consented to receiving messages, in each case registered with the charity;'.

(Clause 3) Classes of Membership All content with the proposed text.

(Clause 4) Termination of Membership Concern was expressed at the proposed text stating that if a person appeals a termination of their membership by the board, the board would be required to hold a Special General Meeting. While no timeframe is given for holding this, and it could be held alongside an Annual General Meeting, this would lead to additional work and possible confusion. AT suggested an alternative text for point (5):

"Any person whose membership is terminated as in clause 4.4 hereof, shall have the right to appeal within seven days of receiving notice of membership termination. If an appeal is received within the time, the termination shall be considered at the next general meeting of members, and may be overturned by an ordinary resolution. The member whose membership has been terminated, or the member's representative (who need not be a member of the charity) shall have the right to attend said GM, and have speaking rights on the said resolution."

KTC proposed to adjourn the meeting to another time. Unanimously agreed.

MC to initiate discussion on Clause 4 and the following items on the agenda: (Clause 7) Quorum, (Clause 10) Voting, (Clause 14) Age limits of Directors / members, (Clause 21) Delegation and (Clause 27) Indemnity over the mailing list. All members of the board and the community are to be asked to come to a consensus on the Memorandum and Articles of Association before the next board meeting, where the board will be voting on the version existing at the time, rather than drafting by committee.

ACTION: MC to initiate discussion on remaining clauses in Articles of Association. KTC to include vote on Memorandum and Articles of Association on agenda of next meeting.

10. Date and time of next meeting

The next meeting will be held on Monday 13th October at 19:30.