Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
2009/3/17 AndrewRT : > Tom, > > Thanks for your response here. > > Any member/s representing more than 5% of total membership (i.e. one > person at the moment) can propose a resolution for the AGM. The Board > is duty bound to circulate it. However, as special resolutions require > notice, they cannot be amended after a discussion at the AGM. The > exact text must be put as stated in the notice and will only pass if > it receives 75% support. Without the Board's support the chance of a > special resolution passing is, frankly, remote. I can't find where it says about the notice requirements, so I can't verify this, but I think as long as the proposed amendment is included in the notice there shouldn't be a problem. I would request that a statement of mine be included with the notice (I think that has the same 5% requirement) explaining my reasons (I can supply that tomorrow, it will be heavily based on my above email). > You need to decide how you want your resolution to be worded. If you > actually want it to pass, I think you should take on board people's > concerns and reword it. You're not asking me to reword it, you are asking me to completely change it. > The Board has suggested a compromise - preventing the Board from > unilaterally withdrawing from the Agreement. As already pointed out, > any amendment would require WMF approval. As I've explained, that proposal is a complete non-starter. The proposal to restrict terminating it or amending it to remove the fundamental trademark portion is a better option and I suggest someone propose that as an amendment. I still prefer my option since I'm yet to be convinced that there will be able changes so urgent they can't wait until the next AGM. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
Tom, Thanks for your response here. Any member/s representing more than 5% of total membership (i.e. one person at the moment) can propose a resolution for the AGM. The Board is duty bound to circulate it. However, as special resolutions require notice, they cannot be amended after a discussion at the AGM. The exact text must be put as stated in the notice and will only pass if it receives 75% support. Without the Board's support the chance of a special resolution passing is, frankly, remote. You need to decide how you want your resolution to be worded. If you actually want it to pass, I think you should take on board people's concerns and reword it. The Board has suggested a compromise - preventing the Board from unilaterally withdrawing from the Agreement. As already pointed out, any amendment would require WMF approval. Please let me know your decision ASAP as I need to send out the notice in the next few days. regards, Andrew ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Gift Aid update
2009/3/17 Andrew Turvey : > We are looking at options to complain about this situation and also options > for accelerating the timescale for applying direct to the Charity Commission > - which needs £5,000 of pledged income first. Give it a few weeks - if we win the Wikimania bid we'll be talking about around £150k income, plenty to convince the CC! (Assuming it all goes through us, not the WMF - there are some details to work out there, but they can wait until after they announce our victory!) ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
[Wikimediauk-l] Gift Aid update
Dear all, Just to update you on our application for recognition by the taxman of our charitable status. I have spoken to the HMRC Charities Unit to understand why there is such a delay with our application. They are currently struggling with an increased workload arising from the reduction in tax rates last year; the amount of tax that charities could reclaim was similarly reduced, so the government introduced a temporary "transitional relief" so that charities' income would not be affected in one go. Unfortunately this means that every claim for Gift Aid now has to be manually processed which has created this ever increasing backlog. The Unit are currently taking six weeks to process routine payments and 11 weeks to process mail regarding new applications. In our case, the response that we sent earlier this month has been put at the bottom of the pile and we expect it to be looked at some time in June. If they have further queries on our application this is likely to delay it further. We are looking at options to complain about this situation and also options for accelerating the timescale for applying direct to the Charity Commission - which needs £5,000 of pledged income first. I will keep everyone informed of any developments with this. regards, Andrew Turvey Company Secretary Wikimedia UK Wikimedia UK is the operating name of Wiki UK Limited, a Company Limited by Guarantee Registered in England and Wales, Registered Number 6741827 Registered Office: 23 Cartwright Way, Beeston, Nottingham NG9 1RL ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
2009/3/17 Tom Holden : > Fair points, it was late, I was being dozy. > > But note they perhaps make Tango’s objection to our original proposed > amendment look just as silly as my new proposed amendment now looks. > > If the contract’s only going to be amended in agreement with WMF, doesn’t > that rather suggest it would never be amended to be a blank contract? An > e-mail to Mike Godwin is all it’d take from a member of the community (not > on the board) to make them realise the blatant dirty tricks that were > getting pulled. Personally, I would rather not rely on the WMF's ability to guage UK community opinion. It's not easy to guage the opinion of a community you aren't a member of. > If you’re not convinced by this, how about a third amendment: > > > > “The board may not itself terminate the Chapters Agreement or amend it in > any way such that Wiki UK Limited looses the right to the trademark > Wikimedia UK.” That's better. I prefer my version, though. There is no need for a consensus on this, we can vote at the AGM. (You propose an amendment to my motion, we vote on that amendment. If 50% agree to amend it, then we require 75% to agree to implement the amended version, otherwise we require 75% to agree to implement to original version.) > > To reiterate, the reason why we want some flexibility to change it is that > Mike has indicated all agreements will be being harmonised in the future and > there are many other small details which may change over time (termination > procedure, commercial operations, visual guidelines, licenses to “Wikimedia > [Sub-region/country]” etc etc.) Are any of those likely to be urgent changes that can't wait until the next AGM? ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
Fair points, it was late, I was being dozy. But note they perhaps make Tango's objection to our original proposed amendment look just as silly as my new proposed amendment now looks. If the contract's only going to be amended in agreement with WMF, doesn't that rather suggest it would never be amended to be a blank contract? An e-mail to Mike Godwin is all it'd take from a member of the community (not on the board) to make them realise the blatant dirty tricks that were getting pulled. If you're not convinced by this, how about a third amendment: "The board may not itself terminate the Chapters Agreement or amend it in any way such that Wiki UK Limited looses the right to the trademark Wikimedia UK." To reiterate, the reason why we want some flexibility to change it is that Mike has indicated all agreements will be being harmonised in the future and there are many other small details which may change over time (termination procedure, commercial operations, visual guidelines, licenses to "Wikimedia [Sub-region/country]" etc etc.) I hope this is more reasonable. Tom From: wikimediauk-l-boun...@lists.wikimedia.org [mailto:wikimediauk-l-boun...@lists.wikimedia.org] On Behalf Of Michael Bimmler Sent: 17 March 2009 09:12 To: wikimediauk-l@lists.wikimedia.org Subject: Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement On Tue, Mar 17, 2009 at 10:02 AM, Andrew Gray wrote: 2009/3/17 Michael Bimmler : > Um...how exactly would you amend the contract to anything not agreed with > the Wikimedia Foundation? Isn't it quite obvious that any amendment of the > contract would need to be done in agreement with the other party of the > agreement? Amendment yes, outright repudiation quite possibly not... Sorry, but somehow I fail to understand this. We have a motion from Thomas Dalton that says, in summary, "The board may not itself amend or change the Chapters Agreement [but needs to get a Special Resolution etc.]". Tom Holden now proposes to change this to "[The board may not] terminat[e] it or [amend] it to anything not agreed with the Wikimedia Foundation." and I just fail to see how this makes sense: If the board decides that it is not happy with the contract as-is, then it needs to negotiate with the WMF to see whether they consent to amending it. That is, the only way the board can amend the contract is by agreement with the WMF. However, Tom's amendment suggests that there are two cases: - amendments which are agreed by the WMF (-> no special resolution needed) - amendments not agreed by the WMF (-> special resolution needed). and I think the latter category just cannot exist... Andrew: If you say "outright repudiation", do you mean "termination of the contract" or "violation of the contract in force"? For the former: Well, both the motion by Thomas and the amendment by Tom agree that for termination, a Special Resolution is needed. For the latter: Are we indeed saying that we want to pass a clause requiring the board not to violate the contract? Is this not a bitparanoid? Michael -- Michael Bimmler mbimm...@gmail.com ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
2009/3/17 Andrew Gray : > 2009/3/17 Michael Bimmler : > >> Andrew: If you say "outright repudiation", do you mean "termination of the >> contract" or "violation of the contract in force"? > > Unilaterally saying "guys, we don't want to play any more, we're > getting out", so I suppose option 1. As you say, both proposed > versions cover this, I hadn't quite read through it... It should be clarified that we can only do that by giving notice 3 months before the agreement is due for renewal that we do not intend to renew it. Terminating the agreement in any other way would require bilateral consent. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
2009/3/17 Michael Bimmler : > Andrew: If you say "outright repudiation", do you mean "termination of the > contract" or "violation of the contract in force"? Unilaterally saying "guys, we don't want to play any more, we're getting out", so I suppose option 1. As you say, both proposed versions cover this, I hadn't quite read through it... -- - Andrew Gray andrew.g...@dunelm.org.uk ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
2009/3/17 Michael Bimmler : > Sorry, but somehow I fail to understand this. You're not alone... > - amendments which are agreed by the WMF (-> no special resolution needed) > - amendments not agreed by the WMF (-> special resolution needed). > > and I think the latter category just cannot exist... You're right, it can't. There is this little thing called "the law" to take into account... > Andrew: If you say "outright repudiation", do you mean "termination of the > contract" or "violation of the contract in force"? > > For the former: Well, both the motion by Thomas and the amendment by Tom > agree that for termination, a Special Resolution is needed. Yes, I'm sure we can all agree that termination should require a special resolution - it's equivalent to dissolving the charity, really. > For the latter: Are we indeed saying that we want to pass a clause requiring > the board not to violate the contract? Is this not a bitparanoid? Just a little! ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
On Tue, Mar 17, 2009 at 10:02 AM, Andrew Gray wrote: > 2009/3/17 Michael Bimmler : > > > Um...how exactly would you amend the contract to anything not agreed with > > the Wikimedia Foundation? Isn't it quite obvious that any amendment of > the > > contract would need to be done in agreement with the other party of the > > agreement? > > Amendment yes, outright repudiation quite possibly not... > Sorry, but somehow I fail to understand this. We have a motion from Thomas Dalton that says, in summary, "The board may not itself amend or change the Chapters Agreement [but needs to get a Special Resolution etc.]". Tom Holden now proposes to change this to "[The board may not] terminat[e] it or [amend] it to anything not agreed with the Wikimedia Foundation." and I just fail to see how this makes sense: If the board decides that it is not happy with the contract as-is, then it needs to negotiate with the WMF to see whether they consent to amending it. That is, the only way the board can amend the contract is by agreement with the WMF. However, Tom's amendment suggests that there are two cases: - amendments which are agreed by the WMF (-> no special resolution needed) - amendments not agreed by the WMF (-> special resolution needed). and I think the latter category just cannot exist... Andrew: If you say "outright repudiation", do you mean "termination of the contract" or "violation of the contract in force"? For the former: Well, both the motion by Thomas and the amendment by Tom agree that for termination, a Special Resolution is needed. For the latter: Are we indeed saying that we want to pass a clause requiring the board not to violate the contract? Is this not a bitparanoid? Michael -- Michael Bimmler mbimm...@gmail.com ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
2009/3/17 Michael Bimmler : > Um...how exactly would you amend the contract to anything not agreed with > the Wikimedia Foundation? Isn't it quite obvious that any amendment of the > contract would need to be done in agreement with the other party of the > agreement? Amendment yes, outright repudiation quite possibly not... -- - Andrew Gray andrew.g...@dunelm.org.uk ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter Agreement
On Tue, Mar 17, 2009 at 2:10 AM, Tom Holden wrote: > There's a solution to your amendment concerns I think: > > Change the text to forbid terminating it or amending it to anything not > agreed with the Wikimedia Foundation. Um...how exactly would you amend the contract to anything not agreed with the Wikimedia Foundation? Isn't it quite obvious that any amendment of the contract would need to be done in agreement with the other party of the agreement? Michael -- Michael Bimmler mbimm...@gmail.com ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
