2015 Annual General Meeting/Resolutions

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AGM: Elections (Candidate statements · Candidate questions)Resolutions
Miscellaneous: 2015 Annual Review · 2015 Annual Report · UK Wikimedian of the Year 2015 · Timeline

No further resolutions for the AGM can now be accepted, and the wording below will be presented for discussion and voting at the meeting, subject to any minor amendments. Discussion is welcome on the talk page.

Ordinary resolutions, proposed by the board

A motion to appoint board members

The Election Rules require an election of board members at this meeting. Those trustees whose terms run until the AGM, namely Michael Maggs, Alastair McCapra, Greyham Dawes and Saad Choudri, will be deemed to have resigned effective at the end of the meeting, as specified in Article 16.5.

This meeting resolves to hold an election in accordance with the Election Rules and to appoint the elected candidates as members of the Board of Trustees. Should some of the newly-elected Directors be required under Article 16.3 to retire at the next Annual General Meeting, those Directors shall be those who receive the fewest first preferences. In the event of a tie, a teller shall draw lots.

A motion to note the annual report and accounts

This Meeting resolves that the annual report and accounts be noted.

A motion to set membership fees

The Membership Rules require the membership fees to be reviewed at each AGM.

This meeting resolves to maintain the membership fees unchanged for individual members at £5 per year and for all member organisations at £100 per year.

A motion to appoint auditors

Messrs UHY Hacker Young of 22 The Ropewalk Nottingham have been appointed as auditors of the company but, as indicated at the last AGM, the audit work is this year being put out to tender.

This Meeting resolves to reappoint UHY Hacker Young of 22 Ropewalk, Nottingham, as auditors until the next AGM or until such earlier time as the Board may select another auditor through a tendering process, and thereafter to appoint whichever firm of auditors is successful in tendering and is selected by the Board; and to authorise the directors to determine the auditors' remuneration.

Special resolutions to amend the articles, proposed by the board

The following proposals for amending the articles have been discussed internally and with the community over the last 12 months. Following the recommendations of our governance reviewer, Rosie Chapman, the board will be deferring until later the general (and inevitably time-consuming) task of tidying up the articles.

In the text below, existing wording is shown in italic, with proposed changes shown underlined.

(1) Enabling non-trustees to become full members of Govcom, ARC and any other board committees that may be constituted

(2) Relaxing the requirement that the board may delegate powers only to a committee of two or more trustees

The charity's articles currently include non-standard restrictions which prevent the board from granting non-trustees full voting membership of board committees, with potential non-trustee involvement being limited to non-voting 'observer' status. This prevents the board from making best use of outside experience.

The restrictive requirement that powers can be delegated only to a committee of two or more trustees also hinders the charity's ability to make good use of external non-board experience as well as limiting its flexibility, speed of action and effectiveness.

This meeting resolves by Special Resolution to make the following amendments to Article 21:
21.1 The Directors may delegate any of their powers or functions (but not their fundamental responsibilities in company and charity law)
(a) to a person or a committee (provided, in the case of a committee, that at least one member is a Director);
(b) by such means and to such an extent;
(c) in relation to such matters (including day-to-day management of the charity, budget management, bank mandates, procurement of contracts and staff management); and
(d) on such terms and conditions;
as they see fit, provided
(i) that the terms of any delegation must be recorded in the minute book; and
(ii) all acts and proceedings of any person or committee to whom powers or functions are delegated in accordance with this Article must be fully and promptly reported to the Directors.
21.2 The Directors may impose conditions when delegating, including the conditions that:
(a) the relevant powers are to be exercised exclusively by the person or committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the Directors.
21.3 The Directors may at any time revoke or alter a delegation in whole or part, or alter its terms and conditions.
21.4 If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.

The amendments are based upon the standard model articles for a company limited by guarantee, with some small amendments proposed by the charity's solicitors.

(3) Clarifying the power of trustees to make decisions via an online vote

The long-standing practice of using an on-wiki vote to take decisions between board meetings relies on a particular reading of the provisions of articles 20.12 and 20.13. Those articles are in an old-fashioned form more suited to an era when decisions were made by means of signed hard copy documents. The wording currently reads:

20.12 A resolution in writing agreed by a simple majority of all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or (as the case may be) a committee of Directors duly convened and held provided that:

(a) a copy of the resolution is sent or submitted to all the Directors eligible to vote; and
(b) a simple majority of Directors has signified its agreement to the resolution in an authenticated document or documents which are received at the registered office within the period of 28 days beginning with the circulation date.

20.13 The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more Directors has signified their agreement.

This meeting resolves by Special Resolution to add a new clause 20.14 to clarify the power of the board to make decisions online.
20.14 An online resolution agreed by a simple majority of all the Directors entitled to receive notice of a meeting of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held provided that:
(a) the resolution is laid open to the Directors online for a voting period of not more than 28 days;
(b) a link to the resolution is sent by email to all the Directors eligible to vote, at their usual email address; and
(c) a simple majority of Directors has signified its agreement to the resolution by signing online or otherwise providing an authenticated vote in writing.

(4) Reducing the main board quorum

Under article 20.6, the quorum for a decision of the directors is “two or a majority of the Directors whichever is greater”. The requirement for a majority is exceptionally high and means that there has to be at least six trustees available before any full board decision can be taken. This inhibits prompt and efficient decision making.

This meeting resolves by Special Resolution to amend article 20.6 as follows:
20.6 The quorum shall be one-third of the total number of Directors, rounded down, plus one.

The wording follows the minimum quorum recommendation of the Charity Commission in CC48, and would mean in practice a quorum of 4.

(5) Clarifying that the board may delegate the task of approving membership applications (eg to the CEO)

The board has for some time adopted the practice of instructing the CEO to handle applications for membership, where he is able to do so, to avoid the unnecessary delay and formality of requiring all applications to be formally approved by the full board. The charity has received legal advice that it has power to do this under the existing articles. However, the articles could be better expressed to make the power to adopt this practice explicit. Should a new CEO not have sufficient background knowledge to be able to handle the task, the board would like a clearly-stated power to enable it to delegate to a committee.

This meeting resolves by Special Resolution for the sake of clarity to amend article 2.2 as follows:
2.2 Membership is open to other individuals or organisations who:
(a) apply to the charity in the form required by the Directors; and
(b) are approved by the Directors or such person or persons authorised by the Directors for this purpose.

Special resolution to improve the Election Rules, proposed by the board

It has become evident that the charity's current rules for electing directors are in several respects unclear and that they are arguably not compliant with the articles. Also, they provide no guidance on what to do when (as last year) all the available board vacancies could be filled without a contested election.

The board is proposing a new set of rules, based on legal advice, that makes it clear that votes lodged prior to the meeting are proxy votes within the context of an AGM ordinary resolution (rather than constituting a separate election being held outside the remit of the AGM). Also, when all the available vacancies could be filled without a contested election, candidates should not automatically be elected but should be subject to an approval vote to ensure that members have the opportunity to reject any candidate.

If approved, the new Election Rules will be used for the next elections after the this year's AGM.

The substance of the existing Election Rules were adopted as byelaws under Article 28 at the 2009 AGM, and under Article 28.4 can only be changed by members at a general meeting.

This meeting resolves by Special Resolution to cancel the existing Election Rules and to replace them with these new rules.

Special resolutions to amend the articles, proposed by members

(1) Give members notice of deadline for resolution to AGM

The charity does not currently have clear procedure set out on how and when members can propose resolutions to a general meeting. Not all members are well versed in companies law and the charity's articles. By the time a member receives formal notice of a general meeting, it is too late for them to propose any resolution to be considered at that general meeting. The following proposal amending the articles will require the charity to give notice to members setting out the procedure on how they may propose a resolution to an annual general meeting, with sufficient time given for the members to consider what if any resolution they may want to propose.

This meeting resolves by Special Resolution to insert new article 5.4:
5.4 Not less than seven clear days before the deadline for resolution to be proposed at an Annual General Meeting, the charity must give notice in writing to all members entitled to vote at the general meeting containing:
(a) the date notice of any resolution to be proposed must be given to the charity, and
(b) the procedure for submitting a resolution to be proposed at the general meeting.

(2) Set out clear procedure on how resolution may be amended

Unlike the current company model articles, the charity articles do not set out clear procedure on how a resolution proposed for a general meeting may be amended. The following proposal amends the articles to set out such a procedure, in the same manner as stated in The Companies (Model Articles) Regulations 2008.

This meeting resolves by Special Resolution to insert new article 10.10:
10.10 Amendments to resolutions:
(a) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
(i) notice of the proposed amendment is given to the charity in writing by a person entitled to vote at the general meeting at which it is to be proposed, and
(ii) notice of the proposed amendment is given to the charity no later than the deadline for the return of nominations for the appointment of an Elected Director, or seven clear days after notice of the resolution to be proposed is given, whichever is later (or such later time as the person who is chairing the meeting may determine), and
(iii) the proposed amendment does not, in the reasonable opinion of the person who is chairing the meeting, materially alter the scope of the resolution.
(b) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if
(i) the person who is chairing the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
(ii) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
(c) If the person who is chairing the meeting, acting in good faith, decides in error that an amendment to a resolution is out of order, the error does not invalidate the vote on that resolution.

Ordinary resolutions, proposed by members

Improve membership procedures

This meeting requests the Board, as a matter of priority, to examine the systems in place to recruit new members, to manage membership and to approve applications for membership, with a view to putting into place better procedures at the earliest opportunity.