The linked version on the wiki may be easier to digest! :) http://uk.wikimedia.org/wiki/Meetings/2009_AGM/Notice
Andrew On Apr 2, 9:51 pm, Andrew Turvey <[email protected]> wrote: > 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 > athttp://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 > athttp://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 > athttp://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 _______________________________________________ Wikimedia UK mailing list [email protected] http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
