Annual Conference 2012/AGM Resolutions

WikiConference UK 2012

AGM: Elections (Candidate statements · Candidate questions) — Resolutions — Minutes
Miscellaneous: 2012 Annual Report — UK Wikimedian of the Year 2012 — Community reflections

Change of name

For background, see Change of name. This motion is a Special Resolution and therefore requires a 75% majority to pass. It has been proposed by the Board.

Whereas, when the chapter was originally incorporated, it was not at the time recognised as the Wikimedia chapter so could not officially use the name "Wikimedia UK", and therefore it was decided at the time to incorporate under the legal name "Wiki UK Ltd"

Whereas the use of two names creates unnecessary confusion for supporters, members and partner organisations

Resolves, by Special Resolution, to change its legal name from Wiki UK Ltd to Wikimedia UK.

Registration in Scotland

This motion is a Special Resolution and therefore requires a 75% majority to pass. It has been proposed by the Board.

Whereas, in November 2011, Wikimedia UK was recognised as a charity by the Charity Commission of England and Wales

Whereas bodies which represent themselves as charities and have substantive activities in Scotland are also required under the Charities and Trustee Investment (Scotland) Act 2005 to register with the Office of the Scottish Charities Regulator

Whereas Wikimedia UK seeks to have activities throughout England, Wales, Scotland and Northern Ireland

Whereas, our legal advisers have recommended that we revise our Articles of Association to enable us to also be registered in Scotland

Resolves, by Special Resolution, to revise its Articles of Association by adding a new Article 30 as follows:

30. Nothing in these Articles shall authorise an application of the property of the Charity for purposes which are not charitable in accordance with s.7 Charities and Trustee Investment (Scotland) Act 2005.

A motion to increase the term of Board members from one to two years

This motion is a Special Resolution and therefore requires a 75% majority to pass. It has been proposed by the Board.

Whereas, Article 16.1 currently reads:

"Providing that one or more valid nominations for Directors are received, all the Directors shall retire from office at each Annual General Meeting ";

Whereas, Article 17.4 currently reads:

"Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy.";

Believing the resultant uncertainty around the election each year disrupts the effectiveness of the Board's planning, and interim functionality;

Believing that longer terms for the Directors would produce a positive impact in improved stability of the Board;

Resolves, by Special Resolution:

1) To replace Article 16.1 with the following:

16.1 Directors shall retire from office at the second Annual General Meeting since their last appointment, unless by the close of the meeting the members have failed to elect sufficient Directors to hold a quorate meeting of the Directors.

2) To re-number Article 16.2 as 16.4;

3) To create Articles 16.2 and 16.3, which shall read as follows:

16.2 If a maximum size of the Board has been set then, should the number of Directors not retiring at an Annual General Meeting, due to not being required to retire by Article 16.1 and not choosing to retire voluntarily, number fewer than half the maximum size of the Board (rounded down, if necessary) then a number of Directors appointed at that Annual General Meeting equal to half the maximum size of the Board (rounded down, if necessary) less the number of directors not retiring shall be required to retire at the next Annual General Meeting.

16.3 If some Directors appointed at an Annual General Meeting are required to resign at the next Annual General Meeting under Article 16.2, the Directors so required shall be determined by an Ordinary Resolution of the Annual General Meeting that appointed them. Should that meeting fail to make such a determination, the determination shall by made at the first meeting of the Board following that meeting by the Chair drawing lots.

3) To replace Article 17.4 with the following:

17.4 Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy. A Director appointed by a resolution of the other Directors must retire at the next annual general meeting.

4) To append the following section to the Election Rules:

Determination of Directors to retire at next Annual General Meeting

Should some Directors appointed under these Rules be required, under Article 16.2, to retire at the next Annual General Meeting, those Directors shall be those who received the fewest votes. In the event of a tie, a teller shall draw lots prior to announcing the result. The announcement of the results shall include a statement indicating which of the elected candidates are required to retire at the next Annual General Meeting.

5) To amend the section in the Election Rules entitled "Resolution to appoint" to read:

Immediately prior to the announcement, an Ordinary Resolution shall be put to the meeting formally appointing as directors those candidates that the teller(s) announce have been duly elected. If necessary, this Ordinary Resolution shall include a determination under Article 16.3 that the Directors required to retire at the next Annual General Meeting shall by those announced by the teller(s) in accordance with the section below entitled "Determination of Directors to retire at next Annual General Meeting".

These amendments shall take immediate effect and shall affect the current Meeting.