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.




From: wikimediauk-l-boun...@lists.wikimedia.org
[mailto:wikimediauk-l-boun...@lists.wikimedia.org] On Behalf Of Michael
Sent: 17 March 2009 09:12
To: wikimediauk-l@lists.wikimedia.org
Subject: Re: [Wikimediauk-l] Explanation of Motion to Entrench Chapter



On Tue, Mar 17, 2009 at 10:02 AM, Andrew Gray <andrew.g...@dunelm.org.uk>

2009/3/17 Michael Bimmler <mbimm...@gmail.com>:

> 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
> 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 bit....paranoid?



Michael Bimmler

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