Wikimedia UK Annual General Meeting
Note: This notice has been sent to all directors and all members who have been
confirmed as of 2nd April 2009. It is also published on the mailing list and
the Wikimedia UK wiki.
Amendment to the notice of the meeting
The Board would like to withdraw Resolution 6 ("Requiring the permission of the
members to terminate the Chapter Agreement") and replace it with a more
restrictive compromise resolution which addresses some of the concerns raised.
The operative text of the new Resolution 6a is:
Therefore, the Members assembled in this Annual General Meeting do hereby
resolve by Special Resolution to restrict the powers of the Directors as
follows: The Directors may not, except with approval of the Membership by
Special Resolution, terminate the Chapters Agreement or amend it in any way
such that Wiki UK Limited loses the right to the trademark Wikimedia UK
For information, the original Resolution 6 stated:
The Members assembled in this Annual General Meeting do hereby resolve by
Special Resolution to restrict the powers of the Directors as follows: The
Directors may not, except with approval of the Membership by Special
Resolution, terminate this Chapter Agreement.
We hope this reassures members who were concerned that the resolution, as
stated, meant that the Board and the Foundation could agree to amend the
agreement so that it was no longer a Chapter Agreement, without requiring the
consent of the membership.
If you have already voted by emailing the tellers, you may vote on this new
Resolution 6a by sending the following message no later than 2pm on Friday 24th
April to [email protected]:
I, [name] , of the above email address, being a member of Wikimedia UK,
membership number [num] hereby appoint the Tellers (1) as my proxy to vote in
my name on my behalf at the general meeting of the charity to be held on 26
April 2009 and at any adjournment thereof:
6a. Requiring the permission of the members to terminate or make certain
amendments to the Chapter Agreement: [insert "For" or "Against"]
Unless otherwise instructed, the proxy [insert "may vote as they think fit or
abstain" or "must abstain"] from voting.
(1) If you would like someone else to be your proxy instead, please insert
their name and address here
If you have not already voted by emailing the tellers, you can send a single
vote by copying and pasting the following message:
I, [name] , of the above email address, being a member of Wikimedia UK,
membership number [num] hereby appoint the Tellers (1) as my proxy to vote in
my name on my behalf at the general meeting of the charity to be held on 26
April 2009 and at any adjournment thereof:
1. Setting the maximum number of Directors to seven: [insert "For" or
"Against"]
2. Requiring the permission of the members to amend the Election Rules: [insert
"For" or "Against"]
3. Appointing those people elected under the Election Rules as directors:
[insert "For" or "Against"]
4. Adoption of the Membership Rules: [insert "For" or "Against"]
5. Setting the Membership fee to £12 per year and £6 for concessions: [insert
"For" or "Against"]
6a. Requiring the permission of the members to terminate or make certain
amendments to the Chapter Agreement: [insert "For" or "Against"]
7. Requiring the permission of the members to terminate or amend the Chapter
Agreement: [insert "For" or "Against"]
Unless otherwise instructed, the proxy [insert "may vote as they think fit or
abstain" or "must abstain"] from voting.
(1) If you would like someone else to be your proxy instead, please insert
their name and address here
Alternatively, you may of course vote in person at the AGM itself.
Regards,
Board of Wikimedia UK
2 April 2009
Wikimedia UK is the operating name of Wiki UK Limited.
Wiki UK Ltd is a Company Limited by Guarantee registered in England and Wales,
Registered No. 6741827.
The Registered Office is at 23 Cartwright Way, Nottingham, NG9 1RL, United
Kingdom.
Forwarded Message -----
From: "Andrew Turvey" <[email protected]>
To: [email protected], "WMUK" <[email protected]>
Cc: "Wikimedia UK Tellers" <[email protected]>
Sent: Friday, 20 March, 2009 23:53:17 GMT +00:00 GMT Britain, Ireland, Portugal
Subject: Wikimedia UK AGM - help start the chapter off in the right direction
Note: This notice has been sent to all directors and all members who have been
confirmed as of 20th March. It is also published on the mailing list and the
Wikimedia UK wiki.
Wikimedia UK Annual General Meeting
help start the new chapter off in the right direction
Please join us at the Annual General Meeting of Wikimedia UK. The meeting will
be held on Sunday 26th April 2009, starting at 1pm , at the University of
Manchester Students' Union .
University of Manchester Students' Union is located on Oxford Road, 15 minutes
walk or a short bus ride away from Manchester Oxford Road train station.
Manchester has good rail links to cities across Britain - 3 hours from London,
just over 2 hours from Birmingham, an hour from Sheffield and 2.5 from
Newcastle. If you are coming by car, central Manchester is easily accessible
from the M6/M62 motorway network and nearby parking is widely available on
Sundays. Manchester Airport is twenty minutes by train from Manchester Oxford
Road station.
Further details of the precise location will be sent out closer to the time.
The Agenda is:
1pm: Welcome, refreshments and informal discussions
2pm: Discussions led by our invited speakers and the Board
3pm: Formal business of the meeting, including hustings and election of the new
Board
We expect the meeting to be over by 5pm, with further discussions and the first
meeting of the new Board continuing over dinner
We are currently confirming the speakers and will provide more information
closer to the time. Discussions at the AGM will focus on the priorities of the
Board for the forthcoming year and how we can make this new chapter a real
success.
Set out below is an invitation for people to stand for the Board and details of
the formal resolutions which are to be proposed to the meeting. We have set out
a form below to use to vote electronically for the resolutions and to put
yourself forward as a candidate.
If you are attending, please add yourself to the list at
http://uk.wikimedia.org/wiki/Meetings/2009_AGM/Attendees
Hope to see as many of you there as possible!
Regards,
Board of Wikimedia UK
20 March 2009
Wikimedia UK is the operating name of Wiki UK Limited.
Wiki UK Ltd is a Company Limited by Guarantee registered in England and Wales,
Registered No. 6741827.
The Registered Office is at 23 Cartwright Way, Nottingham, NG9 1RL, United
Kingdom.
Invitation for candidates
The AGM will elect a new Board of Directors who will run the chapter for the
forthcoming year. The directors also function as Trustees of the charity. Are
you able to help out the chapter by becoming a Board member? We expect
directors will meet at least once per month and hope that directors will take a
lead in chapter projects outside meetings; we are particularly keen to
encourage candidates who bring experience of media relations, legal matters,
charity administration, project organisation or lobbying. However, there is no
requirement to dedicate a certain amount of time to the chapter or to have any
particular skills - just disclose what you can bring to the table and let the
members decide!
Legal criteria
Before applying to be a candidate, please check that you fulfill the legal
criteria to be a director and charity trustee. These are, in summary:
1. You are a member of the chapter, or nominated by a member
2. You are 16 years old or over
3. You are prepared to publicly disclose your real name, date of birth,
residential address and the names of any other companies you are the director
of
4. You are not an undischarged bankrupt, your estate has not been
"sequestrated", you have not made an undischarged arrangement with your
creditors and you have not granted a trust deed in favour of your creditors
5. You have not been disqualified from acting as a company director or
removed as a charity trustee by the Charity Commission, the High Court or the
Court of Session (Scotland)
6. You have never been convicted of any offense involving deception or
dishonesty which is not a "spent" conviction - even if it was not in the UK
If you have any questions regarding the above you are welcome to contact the
Board or take your own legal advice.
Duties
Once elected as a Board member, Directors and Trustees have certain general
legal duties and responsibilities. These include:
1. To act only within the powers given to them by the Articles of
Association
2. To act in good faith and with integrity to promote the success of the
chapter in achieving its purposes , with regard, where necessary to long term
effects and the interests of employees, the community, the environment,
relations with suppliers and customers, standards of business conduct and fair
acting between members of the chapter
3. To use the chapter's resources reasonably and only for the promotion of
its purposes
4. To exercise independent judgement and reasonable care, skill and
diligence and consider getting external professional advice on all matters
where there may be material risk to the chapter, or where the board members may
be in breach of their duties
5. To avoid conflicts of interest, declare them where necessary in
accordance with applicable law and not to accept benefits from third parties
where these may give rise to a conflict of interest
6. To avoid undertaking activities that might place the chapter's assets or
reputation at undue risk, ensure that the chapter remains solvent.
In addition, the chapter's Board members are personally required to ensure that
the chapter complies with its other legal duties such as those arising from
being an employer and its reporting obligations to Companies House and the tax
authorities.
Nomination
If you would like to nominate yourself as a candidate for the Board, please
send an email to [email protected] by Sunday 5th April (23:59 GMT) which
includes:
• Your membership number
• a statement that you would like to nominate yourself to serve as a
director and trustee of the chapter and that you fulfill the legal criteria for
appointment
• a statement as to whether you are over 18 or not
Note: slightly different election rules apply to candidates aged between 16 and
18
• Full name, any previous names, date of birth, usual residential address,
business occupation and the names of any other UK companies which you have been
director of in the last five years
Note these details will not be made public unless you are successfully elected,
when they will be filed with Companies House You may also enclose a candidate
statement for sending out with the ballot paper to the voters and publication
on the Wikimedia UK wiki if you wish, or you may send this separately to the
Tellers before the 5th April.
The Tellers will confirm receipt and acceptance of the nomination. The list of
validly approved candidates will be sent to all members within a week of the
close of nominations on the 5th April. Candidates can withdraw their nomination
any time before the results of the election are announced.
Resolutions
The AGM will consider the following resolutions:
1. Setting the maximum number of Directors to seven
2. Requiring the permission of the members to amend the Election Rules
3. Appointing those people elected under the Election Rules as directors
4. Adoption of the Membership Rules
5. Setting the Membership fee to £12 per year and £6 for concessions
6. Requiring the permission of the members to terminate the Chapter Agreement
7. Requiring the permission of the members to terminate or amend the Chapter
Agreement
The full text of all resolutions and further explanations are given at
http://uk.wikimedia.org/wiki/Meetings/2009_AGM/Resolutions
If you would like to propose a resolution or an amendment, please email
[email protected] before the meeting to discuss.
Resolutions 2, 6 and 7 are Special Resolutions which require a 75% majority of
members voting to vote in favour in order to pass. The operative text of these
Resolutions is set out at the bottom of this notice. All other resolutions are
Ordinary Resolutions which require a simple majority (i.e more than 50% of
those voting) to pass. The text of Special Resolutions cannot be amended at the
AGM itself because they require special notice; Ordinary Resolutions can be
amended at the meeting.
The Board proposes Resolutions 1-6 and encourages all members to vote in
favour. They have been drafted after consultation with the community on the
email list and the wiki and we believe they are are in the best interests of
the chapter.
Resolution 7 has been proposed by a member. Although the Board understands the
rationale for the motion, we think it is likely that we will have to make
amendments to the Chapter Agreement in the near future. Requiring an
Extraordinary General Meeting or a Written Resolution to implement these would
be an onerous requirement for the next Board, which would not bring a
proportionate benefit; therefore, the Board encourages members to vote against
this resolution. Our full argument against is set out at
http://uk.wikimedia.org/wiki/Meetings/2009_AGM/Resolutions .
A statement in support of Resolution 7 is attached.
You have the right to appoint a proxy who can attend the AGM and vote on your
behalf. You may revoke the appointment of a proxy at any time. Your proxy
doesn't have to be a member but does have to attend the AGM in person.
You may also appoint the Tellers as your proxy, and instruct them to vote in a
certain way. This can be used as a way of voting electronically, and you can
still attend the meeting if you wish. If you would like to do this, please
email the following message to [email protected], no later than 2pm on
Friday 24th April , replacing the text within [ ] as appropriate:
I, [name] , of the above email address, being a member of Wikimedia UK,
membership number [num] hereby appoint the Tellers (1) as my proxy to vote in
my name on my behalf at the general meeting of the charity to be held on 26
April 2009 and at any adjournment thereof:
1. Setting the maximum number of Directors to seven: [insert "For" or
"Against"]
2. Requiring the permission of the members to amend the Election Rules: [insert
"For" or "Against"]
3. Appointing those people elected under the Election Rules as directors:
[insert "For" or "Against"]
4. Adoption of the Membership Rules: [insert "For" or "Against"]
5. Setting the Membership fee to £12 per year and £6 for concessions: [insert
"For" or "Against"]
6. Requiring the permission of the members to terminate the Chapter Agreement:
[insert "For" or "Against"]
7. Requiring the permission of the members to terminate or amend the Chapter
Agreement: [insert "For" or "Against"]
Unless otherwise instructed, the proxy [insert "may vote as they think fit or
abstain" or "must abstain"] from voting.
(1) If you would like someone else to be your proxy instead, please insert
their name and address here
Special Resolutions
The operative texts of the Special Resolutions proposed are:
Resolution 2
The Members assembled in this Annual General Meeting do hereby decide by
Special Resolution to restrict the powers of the directors such that they may
not amend the Election Rules except through another Special Resolution of
members.
Resolution 6
The Members assembled in this Annual General Meeting do hereby resolve by
Special Resolution to restrict the powers of the Directors as follows: The
Directors may not, except with approval of the Membership by Special
Resolution, terminate this Chapter Agreement.
Resolution 7
The Members assembled in this Annual General Meeting do hereby resolve by
Special Resolution to restrict the powers of the Directors as follows: The
Directors may not, except with approval of the Membership by Special
Resolution, terminate or amend this Chapter Agreement.
_______________________________________________
Wikimedia UK mailing list
[email protected]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org
