Meetings/2009 AGM/Notice

This version incorporates the original notice issued on 20 March 2009 and the amendment issued on 2 April 2009; The notes were not included in the original notice. Please do not change the text

Wikimedia UK Annual General Meeting - help start the new chapter off in the right direction

Please join us at the Annual General Meeting of Wikimedia UK. The meeting will be held on Sunday 26th April 2009, starting at 1pm, at the University of Manchester Students' Union.

University of Manchester Students' Union is located on Oxford Road, 15 minutes walk or a short bus ride away from Manchester Oxford Road train station. Manchester has good rail links to cities across Britain - 3 hours from London, just over 2 hours from Birmingham, an hour from Sheffield and 2.5 from Newcastle. If you are coming by car, central Manchester is easily accessible from the M6/M62 motorway network and nearby parking is widely available on Sundays. Manchester Airport is twenty minutes by train from Manchester Oxford Road station.

Further details of the precise location will be sent out closer to the time.

The Agenda is:

1pm: Welcome, refreshments and informal discussions

2pm: Discussions led by our invited speakers and the Board

3pm: Formal business of the meeting, including hustings and election of the new Board

We expect the meeting to be over by 5pm, with further discussions and the first meeting of the new Board continuing over dinner

We are currently confirming the speakers and will provide more information closer to the time. Discussions at the AGM will focus on the priorities of the Board for the forthcoming year and how we can make this new chapter a real success.

Set out below is an invitation for people to stand for the Board and details of the formal resolutions which are to be proposed to the meeting. We have set out a form below to use to vote electronically for the resolutions and to put yourself forward as a candidate.

If you are attending, please add yourself to the list at Meetings/2009_AGM/Attendees

Hope to see as many of you there as possible!

Regards,

Board of Wikimedia UK
20 March 2009

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.

Invitation for candidates

The AGM will elect a new Board of Directors who will run the chapter for the forthcoming year. The directors also function as Trustees of the charity. Are you able to help out the chapter by becoming a Board member? We expect directors will meet at least once per month and hope that directors will take a lead in chapter projects outside meetings; we are particularly keen to encourage candidates who bring experience of media relations, legal matters, charity administration, project organisation or lobbying. However, there is no requirement to dedicate a certain amount of time to the chapter or to have any particular skills - just disclose what you can bring to the table and let the members decide!

Legal criteria

Before applying to be a candidate, please check that you fulfill the legal criteria to be a director and charity trustee. These are, in summary:

1. You are a member of the chapter, or nominated by a member
2. You are 16 years old or over
3. You are prepared to publicly disclose your real name, date of birth, residential address and the names of any other companies you are the director of
4. You are not an undischarged bankrupt, your estate has not been "sequestrated", you have not made an undischarged arrangement with your creditors and you have not granted a trust deed in favour of your creditors
5. You have not been disqualified from acting as a company director or removed as a charity trustee by the Charity Commission, the High Court or the Court of Session (Scotland)
6. You have never been convicted of any offense involving deception or dishonesty which is not a "spent" conviction - even if it was not in the UK

If you have any questions regarding the above you are welcome to contact the Board or take your own legal advice.

Duties

Once elected as a Board member, Directors and Trustees have certain general legal duties and responsibilities. These include:

1. To act only within the powers given to them by the Articles of Association
2. To act in good faith and with integrity to promote the success of the chapter in achieving its purposes, with regard, where necessary to long term effects and the interests of employees, the community, the environment, relations with suppliers and customers, standards of business conduct and fair acting between members of the chapter
3. To use the chapter's resources reasonably and only for the promotion of its purposes
4. To exercise independent judgement and reasonable care, skill and diligence and consider getting external professional advice on all matters where there may be material risk to the chapter, or where the board members may be in breach of their duties
5. To avoid conflicts of interest, declare them where necessary in accordance with applicable law and not to accept benefits from third parties where these may give rise to a conflict of interest
6. To avoid undertaking activities that might place the chapter's assets or reputation at undue risk, ensure that the chapter remains solvent.

In addition, the chapter's Board members are personally required to ensure that the chapter complies with its other legal duties such as those arising from being an employer and its reporting obligations to Companies House and the tax authorities.

Nomination

If you would like to nominate yourself as a candidate for the Board, please send an email to tellers@wikimedia.org.uk by Sunday 5th April (23:59 GMT) which includes:

• Your membership number
• a statement that you would like to nominate yourself to serve as a director and trustee of the chapter and that you fulfill the legal criteria for appointment
• a statement as to whether you are over 18 or not

Note: slightly different election rules apply to candidates aged between 16 and 18

• Full name, any previous names, date of birth, usual residential address, business occupation and the names of any other UK companies which you have been director of in the last five years

Note these details will not be made public unless you are successfully elected, when they will be filed with Companies House

You may also enclose a candidate statement for sending out with the ballot paper to the voters and publication on the Wikimedia UK wiki if you wish, or you may send this separately to the Tellers before the 5th April.

The Tellers will confirm receipt and acceptance of the nomination. The list of validly approved candidates will be sent to all members within a week of the close of nominations on the 5th April. Candidates can withdraw their nomination any time before the results of the election are announced.

Resolutions

The AGM will consider the following resolutions:

1. Setting the maximum number of Directors to seven

2. Requiring the permission of the members to amend the Election Rules

3. Appointing those people elected under the Election Rules as directors

4. Adoption of the Membership Rules

5. Setting the Membership fee to £12 per year and £6 for concessions

6a. Requiring the permission of the members to terminate or make certain amendments to the Chapter Agreement:

7. Requiring the permission of the members to terminate or amend the Chapter Agreement

The full text of all resolutions and further explanations are given at Meetings/2009_AGM/Resolutions

If you would like to propose a resolution or an amendment, please email secretary@wikimedia.org.uk before the meeting to discuss.

Resolutions 2, 6a and 7 are Special Resolutions which require a 75% majority of members voting to vote in favour in order to pass. The operative text of these Resolutions is set out at the bottom of this notice. All other resolutions are Ordinary Resolutions which require a simple majority (i.e more than 50% of those voting) to pass. The text of Special Resolutions cannot be amended at the AGM itself because they require special notice; Ordinary Resolutions can be amended at the meeting.

The Board proposes Resolutions 1-6a and encourages all members to vote in favour. They have been drafted after consultation with the community on the email list and the wiki and we believe they are are in the best interests of the chapter.

Resolution 7 has been proposed by a member. Although the Board understands the rationale for the motion, we think it is likely that we will have to make amendments to the Chapter Agreement in the near future. Requiring an Extraordinary General Meeting or a Written Resolution to implement these would be an onerous requirement for the next Board, which would not bring a proportionate benefit; therefore, the Board encourages members to vote against this resolution. Our full argument against is set out at Meetings/2009_AGM/Resolutions.

A statement in support of Resolution 7 is here

You have the right to appoint a proxy who can attend the AGM and vote on your behalf. You may revoke the appointment of a proxy at any time. Your proxy doesn't have to be a member but does have to attend the AGM in person.

You may also appoint the Tellers as your proxy, and instruct them to vote in a certain way. This can be used as a way of voting electronically, and you can still attend the meeting if you wish. If you would like to do this, please email the following message to tellers@wikimedia.org.uk, no later than 2pm on Friday 24th April, replacing the text within [ ] as appropriate:

I, [name], of the above email address, being a member of Wikimedia UK, membership number [num] hereby appoint the Tellers (1) as my proxy to vote in my name on my behalf at the general meeting of the charity to be held on 26 April 2009 and at any adjournment thereof:

1. Setting the maximum number of Directors to seven: [insert "For" or "Against"]

2. Requiring the permission of the members to amend the Election Rules: [insert "For" or "Against"]

3. Appointing those people elected under the Election Rules as directors: [insert "For" or "Against"]

4. Adoption of the Membership Rules: [insert "For" or "Against"]

5. Setting the Membership fee to £12 per year and £6 for concessions: [insert "For" or "Against"]

6a. Requiring the permission of the members to terminate the Chapter Agreement: [insert "For" or "Against"]

7. Requiring the permission of the members to terminate or amend the Chapter Agreement: [insert "For" or "Against"]

Unless otherwise instructed, the proxy [insert "may vote as they think fit or abstain" or "must abstain"] from voting.

(1) If you would like someone else to be your proxy instead, please insert their name and address here

Special Resolutions

The operative texts of the Special Resolutions proposed are:

Resolution 2

The Members assembled in this Annual General Meeting do hereby decide by Special Resolution to restrict the powers of the directors such that they may not amend the Election Rules except through another Special Resolution of members.

Resolution 6a

The Members assembled in this Annual General Meeting do hereby resolve by Special Resolution to restrict the powers of the Directors as follows: The Directors may not, except with approval of the Membership by Special Resolution, terminate the Chapters Agreement or amend it in any way such that Wiki UK Limited loses the right to the trademark Wikimedia UK

Resolution 7

The Members assembled in this Annual General Meeting do hereby resolve by Special Resolution to restrict the powers of the Directors as follows: The Directors may not, except with approval of the Membership by Special Resolution, terminate or amend this Chapter Agreement.

The notice ends here

Statutory requirements

This notice is required to be given under the company's Articles of Association, which specify:

1. The notice must be given to all members and directors (Art 6.4)
2. Notice must be received at least 21 days before the date of the AGM (Art 6.1a)
3. Notices given electronically are deemed to have been received 48 hours after they are sent (Art 26.5)
4. Copies of notices sent must be retained in the Sent Items folder (Art 26.5)
5. If notices sent electronically bounce, a paper copy must be posted to the member within 48 hours (Art 26.5)
6. The notice must specify the Date, Time and Place of meeting (Art 6.3)
7. The notice must specify the general nature of the business of the meeting (this is achieved by including the Agenda) (Art 6.3)
8. The notice must mention the fact that it is an AGM (achieved by the title) (Art 6.3)

In addition the Election Rules specify that an invitation for candidates must be sent out with the notice of an AGM, containing:

1. Details of the duties and obligations of a director-trustee
2. Details of the statutory restrictions on who can serve as a director-trustee
3. A nominating form for candidates to return to the Teller(s) setting out the required information,[2] with space for a candidate statement
4. The deadline for returning the form to the Teller(s), which will not be less than 14 days and no more than 35 days before the AGM,[3] and at least three clear days after notice has been given

The legal rules on who can serve as a Director and as a charity Trustee are set out:

1. For company directors here
2. For charity trustees here

The duties of the chapter's Board members are set out:

1. In the Companies Act 2006 here; more guidance on these duties are given here
2. As charity trustees, here

Notes

This section was not included in the original notice but has been added in here for the convenience of users