EGM 2011/Notice

Subject: Notice of an Extraordinary General Meeting of Wikimedia UK on 16 October 2011 at Pendrel's Oak, Holborn

Dear {NAME},

As you know, Wikimedia UK is applying to become a registered charity. This process is well under way, and involves delicate discussions with the board, several volunteers, the Charities Commission and WMUK's legal team.

Part of this process involves some changes to Wikimedia UK's 'objects' to bring them in line with the Charity Commission's view of what a charity is. Our current objects are outlined at http://uk.wikimedia.org/wiki/Objects. In simple terms, they are a form of 'mission statement', explaining what WMUK does, and how we do it.

Because the objects are a key part of our constitution, they can only be changed at a General Meeting of members. As such, we will be holding an Extraordinary General Meeting on Sunday 16th October 2011 at Pendrel's Oak Pub, Holborn, London. At this meeting we will be putting forward a special resolution to change the organisation's Objects, details of which are below.

The official EGM will run from 2pm, and we hope to conclude by 2.45pm. It will include a summary of the status of our application to become a charity; voting on the Resolution; and the introduction of our new Chief Exec.

The address of the venue is:

Pendrel's Oak

283-288 High Holborn

Holborn

Greater London

WC1V 7HP

If you will be attending, please let us know by adding your name to the list of attendees on our wiki, so that we can make sure we have enough room for everyone.

Resolution #1

The EGM will vote on the following special resolution:

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THAT the Memorandum and Articles of Association of Wiki UK Ltd be altered as follows:

1. in accordance with s.28 of the Companies Act 2006, clauses 1 to 6 inclusively of Wiki UK Ltd's Memorandum of Association shall be treated as provisions of the Wiki UK Ltd's Articles of Association and the said provisions shall be renumbered M1 to M6 respectively to avoid confusion with other provisions of the Articles of Association;
2. by deleting Article M3 (previously Clause 3 of the Memorandum) and replacing it with the following new Article M3 (subject to such minor amendments to this Article as the Charity Commission may require for the purposes of registering Wiki UK Ltd as a charity):

   M3. The Objects of the Charity are, for the benefit of the public, to promote and support the widest possible public access to, use of and contribution to Open Content of an encyclopaedic or educational nature or of similar utility to the general public, in particular the Open Content supported and provided by Wikimedia Foundation, Inc., based in San Francisco, California, USA.

   “Content” means textual or numerical information, still or moving images, sound or music or other data disseminated on printed, electronic and other appropriate media and services. Content is subject to editorial policies and safeguards designed to ensure its overall accuracy and quality.

   Content is "Open" when it is available for no charge and without discrimination to the general public, with legal rights to view, copy, share, adapt, improve and otherwise use and reuse that content and when technical measures are in place to support such usage.

3. by replacing the word “Object” with the word “Objects” in all instances that the word “Object” occurs throughout the Articles of Association.
4. by adding the following new Article 29 to the Articles of Association:

   29. These Articles are to be interpreted without reference to the model articles under the Companies Act, which do not apply to Wiki UK Ltd.

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If you wish to vote by proxy, then please forward this email to "tellers@wikimedia.org.uk" with the following text at the top of the email:

"I, [Name] of [Email or postal address], being a member of Wiki UK Ltd, hereby appoint James Farrar and Richard Symonds (the Tellers) of tellers@wikimedia.org.uk as my proxy to vote in my name on my behalf at the extraordinary general meeting of the company to be held on 16th October 2011 and at any adjournment thereof.

Resolution 1: [Insert "For" or "Against"].

Unless otherwise instructed, the proxy may vote as s/he thinks fit or abstain from voting.

Signed on [Date]."

You may also vote in person at the EGM and you may change your vote at any time. Email proxies must be received by 2pm on Saturday 15th October 2011. By forwarding this email with your instructions to the tellers you are agreeing to appoint the tellers as your proxy and they will cast your vote on your behalf. Alternatively you have a right to appoint someone else as your proxy to attend the meeting and vote on your behalf. Please use the same wording as above and email it to tellers@wikimedia.org.uk.

We look forward to seeing you on 16th!

Regards,

Andrew Turvey
Company Secretary
Wikimedia UK
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.

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