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.

Obviously this is conditional on some level of trust for WMF, but perhaps
you could be persuaded that it's incredibly unlikely that both our board and
the WMF's board would simultaneously "go evil", even if there was a positive
probability on either event happening independently.

T

> -----Original Message-----
> From: [email protected] [mailto:wikimediauk-l-
> [email protected]] On Behalf Of Thomas Dalton
> Sent: 17 March 2009 00:32
> To: [email protected]
> Subject: [Wikimediauk-l] Explanation of Motion to Entrench Chapter
Agreement
> 
> 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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