2014 AGM/AGM Notice

Draft

NOTICE OF ANNUAL GENERAL MEETING

Wikimedia UK Limited. Registered Office: 4th Floor, Development House, 56-64 Leonard Street, London EC2A 4LT

2014 Annual General Meeting to be held at The Barbican Centre, London, on Saturday 9 August at 4pm.

Thank you for being a member of Wikimedia UK - the charity promoting and supporting Wikipedia, its sister projects and open knowledge here in the UK. The past year has seen some incredible work done by our volunteers, with the global Wikimedia conference - Wikimania - coming to the UK for the first time!

We're writing to tell you that our Annual General Meeting (AGM) will be held on Saturday 9 August starting at 4pm, and will take place at the Barbican Centre in London, during Wikimania 2014.

If you do not have a ticket for Wikimania, but would like to attend the AGM as a member, all you need to do is to present your voting papers (to be posted to you at the end of July) to one of the stewards on duty at the Barbican, who will direct you to the meeting. If you want to attend Wikimania you will need a separate Wikimania ticket, which you can purchase at the Wikimania 2014 website.

To ensure you receive your voting papers, please check the address we have on record for you is correct:

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If the above address is incorrect, please update it here by Sunday 20 July.

Apart from dealing with the formal business of the charity, the AGM is a great opportunity to meet other members, to hear about the work we are doing and to discuss our progress to date. Do please come if you can. If you are unable or do not wish to attend the AGM, you have the right to appoint another person as your proxy to attend the meeting and vote on your behalf. To appoint a proxy, send an email to tellers@wikimedia.org.uk with a completed declaration as follows by 4pm on Thursday 7 August:

"Wikimedia UK

I, [name(s)], of [address(es)], being a member of the above-named charity, hereby appoint [Proxy name] of [Proxy address], or failing him/her, [Alternative Proxy] of [Alternative Proxy address], as my proxy to vote in my on my behalf at the general meeting of the charity to be held on 9 August 2014 and at any adjournment thereof. Signed on [Date]"

It's important to us that we have active members who express their views, so please make use of your voting rights, whether or not you are able to attend. So that we can plan for the right number of attendees, please indicate your intention to attend the AGM here.

Agenda

1. Welcome, and introduction to the AGM (Chair)

2. Approval of 2013 AGM minutes (Secretary)

3. Board report (Chair)

4. Finance report (Treasurer)

5. Discussion of reports and the work of the charity (Chair)

6. Resolutions (Chair)

7. Explanation of election procedure (Tellers)

8. Election hustings & questions (Tellers)

9. Voting (Tellers)

10. Plans for the next 12 months (Chief Executive)

11. Announcement of election result (Tellers)

12. Closure of formal business

Special Resolutions

The business of the meeting will include the following Special Resolutions, to be proposed by the Board:

Special Resolution to simplify paragraph 16.3 of the Articles

Whereas paragraph 16.3 of the Articles is not drafted in a straightforward manner, and the board considers that it could be made easier to understand without change in meaning.

This Meeting hereby resolves by Special Resolution to cancel paragraph 16.3 of the Articles, which currently reads as follows:

16.3 Should the number of Elected Directors not retiring at an Annual General Meeting, due to not being required to retire by Article 16.1 or Article 17.5, and not choosing to retire voluntarily, number fewer than half the maximum number of Elected Directors (rounded down, if necessary) then a number of Elected Directors appointed at that Annual General Meeting equal to half the maximum number of Elected Directors (rounded down, if necessary) less the number of Elected Directors not retiring shall be required to retire at the next Annual General Meeting.

and to replace it with the following:

16.3 If more than three Elected Directors are appointed at an Annual General Meeting, the number appointed in excess of three shall be required to retire at the next Annual General Meeting.

Special Resolution to fix an upper time limit for continuous trustee service

Whereas, Wikimedia UK commissioned a first review of governance ('the Hudson review') which reported in January 2013 and a second follow-up review (the 'Chapman review') which reported in October 2013

and whereas both the Hudson and Chapman reviews recommended as a matter of good charitable governance that trustees should be subject to a maximum continuous service period, with Hudson recommending no more than three consecutive two-year terms

and whereas the board agrees with the recommendations but requires a vote of the members in order to incorporate them into the Articles.

This meeting resolves by Special Resolution to amend Article 16 of the Articles of Association of Wikimedia UK as follows:

INSERT 16.6 Directors, whether elected or co-opted, shall in any case retire after no more than six years of continuous office and shall not be eligible for a further period of office as Directors until at least twelve months have passed since their retirement. For the purpose only of this article, the period between consecutive Annual General Meetings shall be deemed to be a period of twelve months.

Ordinary Resolutions

The business of the meeting will further include a variety of Ordinary Resolutions, current versions of which can be found here though the wording is still subject to change.

There are expected to be board resolutions relating to registration in Scotland, setting membership fees, noting the annual report and accounts, and appointing auditors.

A resolution has been proposed by a member relating to the the board's decision to refuse an application for company membership.

Should you wish to propose any changes to the proposed Ordinary Resolutions, you may do so by either editing the page, or via email to chair@wikimedia.org.uk by 23:59 on 18 July 2014.

Election to the Board of Trustees

Three positions on the Board of Trustees will be voted on at this general meeting.

Board members legally act as the chapter's Directors and Trustees. The eligibility criteria and duties are set out at https://wikimedia.org.uk/wiki/Board#Duties - please check that you are eligible and accept these duties before putting yourself forward for election. If you have any questions you are welcome to contact the office, or a board member, or to take your own legal advice.

To nominate yourself as a candidate, email tellers@wikimedia.org.uk by 23:59 on 18 July 2014, with the following:

• a statement that you would like to nominate yourself to serve as a director and trustee of Wikimedia UK and that you fulfill the legal criteria for appointment
• Full name
• any previous names
• date of birth
• business occupation
• the names of any other UK companies which you have been director of in the last five years

During the election only your name will be made public. If you are successful these other details will be filed with Companies House as a public record. You will also be required to file your usual residential address with Wikimedia UK, but this will be kept confidential.

You should also enclose a candidate statement of no more than 300 words. This will be sent out with the ballot paper to the voters and published on the Wikimedia UK website. The Tellers will confirm receipt and acceptance of the nomination. Candidates can withdraw their nomination any time before the results of the election are announced.

The Board meet in person every three months. Full support and training will be provided. The role of trustees is primarily a strategic one.

We look forward to seeing you at the AGM!

Regards

James Farrar & Richard Symonds
Tellers, by order of the Board of Trustees
Wikimedia UK