Minutes 2008-10-13

These minutes were approved at the Board meeting on 21 October 2008.

Minutes of the Wikimedia UK v2.0 Board Meeting #wikimedia-uk-board, 19:30 13/10/2008

Constitution

Present with speaking rights: Kwan Ting Chan (KTC), Mickey Conn (MC), Tom Holden (TH), Mike Peel (MP), Andrew Turvey (AT)

Apologies for Absence

No apologies were received.

Minutes of Last Meeting

The minutes of the meeting of 7th October 2008 were available to view at [1] and were approved without dissent.

Matters Arising

Release of voting information

MC e-mailed the election committee requesting voting information. Geni has replied that it should be sent in a few days.

ACTION: KTC to include on agenda for next meeting.

CRB Checks

MP received a reply; the information at http://www.crb.gov.uk/Default.aspx?page=1855 makes it clear that we would not be eligible to ask for any board members to be CRB checked at present. The situation will change when outreach projects to schools begin.

Memorandum and Articles of Association

Memorandum of Association

Introduction

AT and TH brought three possible names for the new organisation to the attention of the meeting: Wiki UK Limited, Wiki Information Network UK Limited and Wiki Limited. Wiki Limited was rejected as it is the name of a dissolved company, which we might not wish to associate ourselves with. The remaining two options were voted on, and Wiki UK Limited was chosen by 4 votes to 0, with one abstention.

Following discussion, it was decided to change the objectives to start "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge and other educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify said content, by means including (but not limited to):".

It was also decided without dissent to retain the subpoints, with the exception of #10, which appears to be prohibited under British charity law.

Membership

There were no objections to these sections, and the MoA was agreed unanimously.

ACTION: AT to check the requirements for witnesses to the subscribers' signatures to this document.

Articles of Association

Members

There were no objections to these sections.

Termination of Membership

It was decided to retain 21 days notice of a proposal for the expulsion of any member of the company, and to change 4.5 to read "Any such termination may be overturned by an ordinary resolution of members at, or prior to, the next announced general meeting".

General meetings

It was decided to retain the requirement to hold the first AGM within eighteen months; while the Directors have committed themselves to holding it within six months, in the event of serious problems, this would give other people a chance to continue with the organisation, should they wish.

Proceedings at general meetings

It was agreed that the quorum at AGMs should be 10% of the membership, or 10 people, whichever is the greater.

Directors' remuneration

There were no objections to these sections.

Proceedings of Directors

It was decided that in order to give the maximum flexibility without making it difficult to meet Charity Commission guidelines or open a bank account, Directors must be 16 or over, with a majority over 18. It was also decided not to cap the number of Directors, but instead to submit an Ordinary Resolution to the first Annual General Meeting proposing a cap; this would be easier to change in future, if required.

Following discussion, it was decided that all Directors should retire every year (by a vote of 3 to 1), and that the Officers of the organisation would be elected by the Board, rather than directly by members. In order to prevent a situation where no nominations were received and the Board was left without Directors, 16.1 was changed to read "Providing that one or more valid nominations for Directors are received, all Directors shall retire from office at each Annual General Meeting."

In order to prevent a Board from appointing Directors against the will of the membership, 17.4 was reworded to read "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." In order to minimise bureaucracy, it was decided, by a vote of 3 to 2, that any person retiring as a Director would be eligible to be appointed at a General Meeting even if they have not followed the usual nomination and notification procedure.

Rather than specify the method of voting for the Board, it was decided to submit a resolution to the first Annual General Meeting proposing a method.

In order to permit board meetings on IRC, and to ensure that meetings are required to be accessible to all directors, clause 20.3 was reworded to read "In addition to an in-person meeting, a meeting of the directors may take place using any electronic, text-, voice- or video-based, real-time communication medium, where all directors present can send and receive messages from all other directors present."

It was decided that a quorum on the Board of Directors would be two, or a majority of the number of Directors, whichever is the greater.

Delegation of Directors' powers

Advice received by TH suggested that it would not be permissible to delegate powers to members who are not directors, so the section was not altered.

Accounts etc

There were no objections to these sections.

Notices

The text states "electronic communication ... sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators". AT to investigate what this guidance is.

ACTION: AT to report back on guidance at next meeting.

Indemnity

The text "The charity may indemnify any Director, Auditor, Reporting Accountant, or other officer of the charity against any liability incurred by him or her in that capacity to the extent permitted by sections 232 to 234 of the 2006 Act." was chosen, as this is the most permissive.

Rules

It was decided not to change the text to prevent Directors from altering text passed at a General Meeting, as this would soon become impractical to keep track of.

ACTION: AT to proofread Memorandum and Articles of Association, make any necessary non-substantive changes, and submit them to Wikimedia's Chapters Committee.

Date and time of next meeting

The next meeting will be held on Tuesday 21st October at 20:30 BST (19:30 UTC).

ACTION: KTC to place all items from the agenda which were not covered on the agenda of the next meeting.