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_meeting…]073].
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&am…]972].
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&am…]
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.