Re: [Wikimediauk-l] Issues with EGM resolutions
Yes, they do say that. In the name. Election rules. On 12 April 2013 00:11, Thomas Dalton thomas.dal...@gmail.com wrote: On 12 Apr 2013 00:03, James Farrar james.far...@gmail.com wrote: The election rules only apply to elected directors, surely. That's not what they say, though. Unless something is ambiguous or impossible, legally it is interpreted literally. Intent is irrelevant. I am not a lawyer, so I don't know how a court would interpret the old election rule in the context of the proposed articles, but we really shouldn't be putting ourselves in a position where there is that kind of uncertainty. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
Titles of legal documents rarely mean anything. On 12 Apr 2013 08:54, James Farrar james.far...@gmail.com wrote: Yes, they do say that. In the name. Election rules. On 12 April 2013 00:11, Thomas Dalton thomas.dal...@gmail.com wrote: On 12 Apr 2013 00:03, James Farrar james.far...@gmail.com wrote: The election rules only apply to elected directors, surely. That's not what they say, though. Unless something is ambiguous or impossible, legally it is interpreted literally. Intent is irrelevant. I am not a lawyer, so I don't know how a court would interpret the old election rule in the context of the proposed articles, but we really shouldn't be putting ourselves in a position where there is that kind of uncertainty. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
Look, if you want to argue that election rules apply to non-elected directors, that's your privilege. On 12 April 2013 10:33, Thomas Dalton thomas.dal...@gmail.com wrote: Titles of legal documents rarely mean anything. On 12 Apr 2013 08:54, James Farrar james.far...@gmail.com wrote: Yes, they do say that. In the name. Election rules. On 12 April 2013 00:11, Thomas Dalton thomas.dal...@gmail.com wrote: On 12 Apr 2013 00:03, James Farrar james.far...@gmail.com wrote: The election rules only apply to elected directors, surely. That's not what they say, though. Unless something is ambiguous or impossible, legally it is interpreted literally. Intent is irrelevant. I am not a lawyer, so I don't know how a court would interpret the old election rule in the context of the proposed articles, but we really shouldn't be putting ourselves in a position where there is that kind of uncertainty. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 12 April 2013 10:56, James Farrar james.far...@gmail.com wrote: Look, if you want to argue that election rules apply to non-elected directors, that's your privilege. If you want to start re-interpreting rules to mean something other than what they actually say, then I suggest getting some legal advice... ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 12 April 2013 12:07, Thomas Dalton thomas.dal...@gmail.com wrote: On 12 April 2013 10:56, James Farrar james.far...@gmail.com wrote: Look, if you want to argue that election rules apply to non-elected directors, that's your privilege. If you want to start re-interpreting rules to mean something other than what they actually say, then I suggest getting some legal advice... On that note I do side with James - it does say Election Rules. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 12 April 2013 13:00, Deryck Chan deryckc...@gmail.com wrote: On that note I do side with James - it does say Election Rules. As I've said, the title is irrelevant. The rules say The maximum number of directors shall be seven. It doesn't say elected directors. It is possible a court would interpret it as meaning elected directors in light of the amended articles, but I don't think it is obvious that they would. The rule as it stands is perfectly clear and unambiguous and is possible to implement, so there is no need to look for alternative interpretations or consider intent. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
Really, you're looking for problems where none exists. If we end up in a situation where nothing defines the number of directors, that's a problem that needs rectifying before an election process can begin. But in any other situation we know how stuff is supposed to work even if the language can be claimed to be ambiguous. I tend to operate on the assumption that members of the charity will behave like adults. On 12 April 2013 13:00, Deryck Chan deryckc...@gmail.com wrote: On that note I do side with James - it does say Election Rules. As I've said, the title is irrelevant. The rules say The maximum number of directors shall be seven. It doesn't say elected directors. It is possible a court would interpret it as meaning elected directors in light of the amended articles, but I don't think it is obvious that they would. The rule as it stands is perfectly clear and unambiguous and is possible to implement, so there is no need to look for alternative interpretations or consider intent. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 12 April 2013 16:24, James Farrar james.far...@gmail.com wrote: Really, you're looking for problems where none exists. If we end up in a situation where nothing defines the number of directors, that's a problem that needs rectifying before an election process can begin. But in any other situation we know how stuff is supposed to work even if the language can be claimed to be ambiguous. I tend to operate on the assumption that members of the charity will behave like adults. These are legal documents. You can't just interpret them however you like. You have to do what they actually say. There is nothing ambiguous. It is all very clear, it just isn't what was intended. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
And I'm sure that if we do anything in the tiniest way different from your interpretation of them you won't hesitate to let us know in your inimitable helpful and friendly fashion. On 12 Apr 2013 17:12, Thomas Dalton thomas.dal...@gmail.com wrote: On 12 April 2013 16:24, James Farrar james.far...@gmail.com wrote: Really, you're looking for problems where none exists. If we end up in a situation where nothing defines the number of directors, that's a problem that needs rectifying before an election process can begin. But in any other situation we know how stuff is supposed to work even if the language can be claimed to be ambiguous. I tend to operate on the assumption that members of the charity will behave like adults. These are legal documents. You can't just interpret them however you like. You have to do what they actually say. There is nothing ambiguous. It is all very clear, it just isn't what was intended. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 12 April 2013 18:53, James Farrar james.far...@gmail.com wrote: And I'm sure that if we do anything in the tiniest way different from your interpretation of them you won't hesitate to let us know in your inimitable helpful and friendly fashion. Wrong again. You guys are on your own. I've had enough. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
[Wikimediauk-l] Issues with EGM resolutions
I would like to draw attention to a discussion on the UK wiki: http://uk.wikimedia.org/wiki/Talk:EGM_2013/Resolutions#How_the_vote_works Mike Peel has pointed out some pretty serious issues with the way the resolutions we're supposed to be voting on at the weekend are drafted and how they interact with each other. The main problem comes from the third resolution, which introduces Single Transferable Vote. In addition to doing that, it has a seemly minor change from specifying the maximum number of trustees directly to saying the maximum is in the articles. The problem is, the articles say there is no maximum. The two other resolutions amend the articles, the first introduces an overall maximum of 11 trustees and the second specifies 7 elected trustees and 3 co-opted trustees (there is intentionally one vacancy to make transistions easier). If neither of those resolutions passes, but the STV one does, that leaves us with no maximum and everything falls to pieces. Mike says everyone getting over 50% of the vote will be elected, regardless of number, which isn't correct - the 50% thing doesn't exist under the STV approach (it wouldn't make sense). A STV without a well defined number of people being elected is simply impossible (you can't calculate the quota) so we just can't have an election. (We could still appoint people by some other ordinary resolution at the AGM, but the election rules would be completely meaningless.) If the first resolution is passed, but not the second, then we would end up electing 11 trustees, which isn't what anyone intended. If both pass, it works fine, but I know some people are keen on STV but not on the rest (eg. me!) and there isn't any way the meeting can introduce STV and keep the size and composition of the board the same. It is too late to amend any of the motions at this point, and I don't think it makes sense to go ahead with a meeting where it isn't possible for the meeting to reach certain results that it clearly should be able to (we were originally going to have an EGM for just the STV vote - there is no reason members should be forced to make the other changes in order to get STV). Therefore I propose (as I've proposed before) that we cancel the EGM and use the time to have a proper discussion about what we want to do. We can then have the actual votes at the AGM (there won't be any significant harm from the delay - we'll have to have this year's election under approval voting rather than STV, but that isn't the end of the world). If the board doesn't cancel the EGM, then I will be proposing a motion to adjourn at the start of the meeting. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
Hi Tom, Yes, you're right that due to a drafting problem one particular combination of votes at the EGM would result in an unanticipated result - we would effect a change in the voting system, but would not have a specified maximum number of directors. That is a bit irritating but it could be remedied with a motion at the AGM to introduce a maximum number of directors. If the maximum of 11 Directors proposed to the EGM was rejected we would clearly have to have a further debate about how many Directors was the right number. So - some imperfect drafting, despite the many rounds of amendments - but no crisis. Chris On Thu, Apr 11, 2013 at 6:10 PM, Thomas Dalton thomas.dal...@gmail.comwrote: I would like to draw attention to a discussion on the UK wiki: http://uk.wikimedia.org/wiki/Talk:EGM_2013/Resolutions#How_the_vote_works Mike Peel has pointed out some pretty serious issues with the way the resolutions we're supposed to be voting on at the weekend are drafted and how they interact with each other. The main problem comes from the third resolution, which introduces Single Transferable Vote. In addition to doing that, it has a seemly minor change from specifying the maximum number of trustees directly to saying the maximum is in the articles. The problem is, the articles say there is no maximum. The two other resolutions amend the articles, the first introduces an overall maximum of 11 trustees and the second specifies 7 elected trustees and 3 co-opted trustees (there is intentionally one vacancy to make transistions easier). If neither of those resolutions passes, but the STV one does, that leaves us with no maximum and everything falls to pieces. Mike says everyone getting over 50% of the vote will be elected, regardless of number, which isn't correct - the 50% thing doesn't exist under the STV approach (it wouldn't make sense). A STV without a well defined number of people being elected is simply impossible (you can't calculate the quota) so we just can't have an election. (We could still appoint people by some other ordinary resolution at the AGM, but the election rules would be completely meaningless.) If the first resolution is passed, but not the second, then we would end up electing 11 trustees, which isn't what anyone intended. If both pass, it works fine, but I know some people are keen on STV but not on the rest (eg. me!) and there isn't any way the meeting can introduce STV and keep the size and composition of the board the same. It is too late to amend any of the motions at this point, and I don't think it makes sense to go ahead with a meeting where it isn't possible for the meeting to reach certain results that it clearly should be able to (we were originally going to have an EGM for just the STV vote - there is no reason members should be forced to make the other changes in order to get STV). Therefore I propose (as I've proposed before) that we cancel the EGM and use the time to have a proper discussion about what we want to do. We can then have the actual votes at the AGM (there won't be any significant harm from the delay - we'll have to have this year's election under approval voting rather than STV, but that isn't the end of the world). If the board doesn't cancel the EGM, then I will be proposing a motion to adjourn at the start of the meeting. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 11 April 2013 18:33, Chris Keating chriskeatingw...@gmail.com wrote: Hi Tom, Yes, you're right that due to a drafting problem one particular combination of votes at the EGM would result in an unanticipated result - we would effect a change in the voting system, but would not have a specified maximum number of directors. There are several combinations that result in problems. Pretty much anything other than all passing and all failing is problematic to varying degrees. That is a bit irritating but it could be remedied with a motion at the AGM to introduce a maximum number of directors. If the maximum of 11 Directors proposed to the EGM was rejected we would clearly have to have a further debate about how many Directors was the right number. It is more than irritating to not know the number of seats being elected until a few minutes before the election... As I've said many times before, the debate should come before we try and vote on things. Then we know what we actually want to vote on. So - some imperfect drafting, despite the many rounds of amendments - but no crisis. Many rounds of rushed amendments with no proper discussion taking place, yes. Is anyone really surprised that a rushed job gave a poor quality result? ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 11 April 2013 18:48, Thomas Dalton thomas.dal...@gmail.com wrote: On 11 April 2013 18:33, Chris Keating chriskeatingw...@gmail.com wrote: Hi Tom, Yes, you're right that due to a drafting problem one particular combination of votes at the EGM would result in an unanticipated result - we would effect a change in the voting system, but would not have a specified maximum number of directors. There are several combinations that result in problems. Pretty much anything other than all passing and all failing is problematic to varying degrees. By anything you mean 3 but not 2 (irrespective of 1). If 3 doesn't pass we'll still be returning a total of 7 new and continuing trustees at the AGM. That is a bit irritating but it could be remedied with a motion at the AGM to introduce a maximum number of directors. If the maximum of 11 Directors proposed to the EGM was rejected we would clearly have to have a further debate about how many Directors was the right number. It is more than irritating to not know the number of seats being elected until a few minutes before the election... The number will be published on the agenda, which is released at the same time as the candidate list. Although there's no constitutional guarantee of how far ahead of the meeting the agenda must be published, a few minutes is highly unlikely. As I've said many times before, the debate should come before we try and vote on things. Then we know what we actually want to vote on. So - some imperfect drafting, despite the many rounds of amendments - but no crisis. Many rounds of rushed amendments with no proper discussion taking place, yes. Is anyone really surprised that a rushed job gave a poor quality result? ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 11 Apr 2013 23:08, Deryck Chan deryckc...@gmail.com wrote: On 11 April 2013 18:48, Thomas Dalton thomas.dal...@gmail.com wrote: There are several combinations that result in problems. Pretty much anything other than all passing and all failing is problematic to varying degrees. By anything you mean 3 but not 2 (irrespective of 1). If 3 doesn't pass we'll still be returning a total of 7 new and continuing trustees at the AGM. Only if you mentally replace directors with elected directors throughout the old election rules. Read literally, the old election rules limit the board to 7 board members, which means the board couldn't actually coopt anyone because the board would be full. That is a bit irritating but it could be remedied with a motion at the AGM to introduce a maximum number of directors. If the maximum of 11 Directors proposed to the EGM was rejected we would clearly have to have a further debate about how many Directors was the right number. It is more than irritating to not know the number of seats being elected until a few minutes before the election... The number will be published on the agenda, The proposed number would be. We wouldn't know the actual number until it is voted on, a few minutes before the election. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
The election rules only apply to elected directors, surely. On 11 Apr 2013, at 23:37, Thomas Dalton thomas.dal...@gmail.com wrote: On 11 Apr 2013 23:08, Deryck Chan deryckc...@gmail.com wrote: On 11 April 2013 18:48, Thomas Dalton thomas.dal...@gmail.com wrote: There are several combinations that result in problems. Pretty much anything other than all passing and all failing is problematic to varying degrees. By anything you mean 3 but not 2 (irrespective of 1). If 3 doesn't pass we'll still be returning a total of 7 new and continuing trustees at the AGM. Only if you mentally replace directors with elected directors throughout the old election rules. Read literally, the old election rules limit the board to 7 board members, which means the board couldn't actually coopt anyone because the board would be full. That is a bit irritating but it could be remedied with a motion at the AGM to introduce a maximum number of directors. If the maximum of 11 Directors proposed to the EGM was rejected we would clearly have to have a further debate about how many Directors was the right number. It is more than irritating to not know the number of seats being elected until a few minutes before the election... The number will be published on the agenda, The proposed number would be. We wouldn't know the actual number until it is voted on, a few minutes before the election. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Re: [Wikimediauk-l] Issues with EGM resolutions
On 12 Apr 2013 00:03, James Farrar james.far...@gmail.com wrote: The election rules only apply to elected directors, surely. That's not what they say, though. Unless something is ambiguous or impossible, legally it is interpreted literally. Intent is irrelevant. I am not a lawyer, so I don't know how a court would interpret the old election rule in the context of the proposed articles, but we really shouldn't be putting ourselves in a position where there is that kind of uncertainty. ___ Wikimedia UK mailing list wikimediau...@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
