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 <andrewrtur...@googlemail.com> 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 tell...@wikimedia.org.uk:
>
> 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" <ratur...@yahoo.co.uk>
> To: wikimediau...@lists.wikimedia.org, "WMUK" <bo...@wikimedia.org.uk>
> Cc: "Wikimedia UK Tellers" <tell...@wikimedia.org.uk>
> 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 tell...@wikimedia.org.uk 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 
> secret...@wikimedia.org.uk 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 tell...@wikimedia.org.uk, 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
> wikimediau...@wikimedia.orghttp://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
> WMUK:http://uk.wikimedia.org

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