Minutes of the Wikimedia UK v2.0 Board Meeting #wikimedia-uk-board, 20:00 02/10/2008
Present with speaking rights: Kwan Ting Chan (KTC), Mickey Conn (MC), Tom Holden (TH), Mike Peel (MP), Andrew Turvey (AT)
Roles of board members
AT proposed KTC as Chair. KTC unanimously elected as Chair.
Secretary with have responsibility for forming the Company, liaison with Companies House, tax, Charity Commission, appointing directors, acting as "Company Secretary", keeping registers of Directors, perhaps bringing together discussions on Memorandum and Articles of Association, liaison with Wikimedia's Chapters Committee. Will also assist the Treasurer with the financial record keeping. Communication Officer will have responsibility for minutes and communication with the community.
KTC proposed AT as Secretary, TH as Treasurer, MC as Communication Officer, MP as Membership Secretary. All elected unanimously.
The board formally noted the results of the board election, which saw the five board members present elected. The board thanked the election committee for their fine work.
AT presented a timetable giving proposed target dates for the start and completion of various stages in setting up the organisation . MP proposed moving the start of negotiations with WMF to immediately after the application to Companies House is submitted. Tango42 was given speaking rights; his research suggests that it will not be necessary to have a letter from HMRC in order to set up a bank account; such a letter would permit the organisation not to pay tax on interest. It was decided to leave the bank account-related dates as presented, provided it is acknowledged that they all dates on the timetable are targets rather than absolute deadlines. The proposed date for the first AGM was amended to 07/01/2009, with processing of guarantor membership continuing until this date, and the announcement of the date moved back to 02/12/2008. The timetable is to be reviewed in future meetings.
It was agreed to hold weekly board meetings on IRC, on Tuesday nights at 20:30 UK time. In order to keep meetings brief, as much discussion as possible is to take place by e-mail and on wikis. Board meetings are to be announced and agendas circulated by e-mail in advance. Minutes are to be similarly circulated after.
ACTION: AT to amend timetable. KTC to include timetable on future meeting agenda.
Release of voting information
The elections committee has asked the community to decide whether to release a list of voters in the board election, and whether to release vote tallies. All in favour of releasing vote tallies. Lists of voters not to be released, as voters were not given enough information at the time of the election to give informed consent. The election committee will have already investigated votes for potential sockpuppetry, so names are not needed for this purpose.
ACTION: Board to propose on mailing list releasing vote tallies for board election and proceed if no objections are received.
Memorandum and Articles of Association
Board agree that the best model is a charity registered as a company limited by guarantee. There are many details which need to be discussed. These include board size, elections, permanent positions, arrangements for compensation and provisions to allow electronic meetings. Some of these should be in the rules, not the Mem/Arts. Board to initiate discussions on these areas and any other aspects of the Mem/Arts via e-mail list. Aim to produce a draft by next board meeting, on 07/10/2008. Not enough time for more formal IRC discussion between now and then. TH to ask a barrister to monitor discussion.
ACTION: TH to ask barrister to monitor e-mail list and feed back on Memorandum and Articles of Association discussions.
Any Other Business
a) CRB checks
If the organisation has members under 18, or maybe 16, the Membership Secretary may need to be CRB checked. MP to research and report back.
ACTION: MP to research CRB check requirements
Forming the company will cost money. Until a bank account is set up, board members are expected to spend their own money and reclaim expenses later. Expenses should be noted by the Treasurer. Expected expenses include Company Formation Fee, Postage, registration with Data Controller. MP to investigate requirements for registration under the Data Protection Act and report back. TP believes that he will be able to obtain a free witness for signatures.
ACTION: MP to research Data Protection requirements
MC to circulate written minutes of meetings. KTC to put full log of meetings online.
ACTION: MC to circulate minutes. KTC to put log of meeting online.