Sorry I missed the board meeting, my computer is playing up. I've come
downstairs to use a college computer and I see from the minutes (which
were uploaded in record time, by the looks of it!) some input is
required from me regarding the motion I proposed (I haven't actually
been emailed about it yet, but I can preempt that!).

For those having difficultly keeping track, the motion is to require a
Special Resolution (that is, a 75% majority of members) to amend or
terminate the Chapter Agreement (our agreement with the WMF which
covers trademarks and the like).

I've proposed this motion because I think that Wiki UK Ltd.'s chapter
status is fundamental to its identity and reason for being. It is why
we founded it in the first place. For that reason, I think the chapter
agreement (which is the legal embodiment of that status) should be
given equal status to the Memoradum and Article of Association (our
governing documents). Under the Companies Act 2006, a Special
Resolution is required to amend the Mem and Arts, so I feel it should
also be required to amend/terminate the Chapter Agreement.

It has been proposed that my motion be amended to only require a
Special Resolution to terminate the agreement, not to amend it. That
is a non-starter. If you can amend something you can terminate it -
you just amend it to say nothing (or to just have some nominal
clause). You would need to add something along the lines of future
versions being "in the same spirit" as the original. I am very much
against such subjective rules - they are liable to cause major
disagreements in future due to different interpretations. (There are
enough disputes over the new version of the GFDL and that has the
advantage of being based on a clear ideology, the Chapter Agreement
isn't.)

It has also been proposed that the requirement for a Special
Resolution be replaced by a requirement for an Ordinary Resolution - I
see little point in this. There just isn't that much difference
between 50% and 75% when it comes to inconvinience - a meeting is a
meeting, regardless of the majority required (there may be slightly
different notice requirements if you intend to debate a Special
Resolution, I can't remember, but they aren't too onerous either way).
If Written Resolutions can be done online (and I think they can, as
long as there is some way to verify identities - email can be used for
that, as long as people don't mind the chapter knowing the connections
between pseudonyms and real names) then it shouldn't be too difficult
to get 75% of members to sign a webpage.

So, in summary, I am currently not inclined to change my proposed
motion. I am, however, open to futher discussion on it.

Tom (Tango)

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