Meetings/2009 AGM/Resolutions

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This page sets out the Resolutions that will be put to the first Annual General Meeting in April 2009.

The text of the resolutions is set out in bold. Explanations are given in italics. Members may put an amendment to the resolution if sufficient notice is given to allow proxy voting to take place.

Setting the maximum number of Directors to seven

Whereas Article 14.3 of the Articles of Association states that "The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum";

Whereas the community has held discussion on meta and on the email list regarding the maximum number of directors;

Whereas the Board has held discussions on this matter, considered the community's input and decided to recommend that the maximum is set at seven;

Therefore, the Members assembled in this Annual General Meeting do hereby resolve by Ordinary Resolution that the maximum number of directors be set at seven.

Requiring the permission of the members to amend the Election Rules

Whereas Article 15.1 of the Articles of Association gives the members a general ability to pass a Special Resolution which restricts the powers of the directors to act in a particular way

Whereas the interim Board have, after consultation with the community, adopted these Election Rules for the annual election of the Board of Directors

Whereas certain elements of these rules would not be effective if a future Board was able to unilaterally amend them without reference to the membership

Therefore, 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.

Appointing those people elected under the Election Rules as directors

The purpose of this resolution is to formally appoint as directors those people who have been elected per the election rules.

Whereas Article 16.1 of the Articles of Association states that "Providing that one or more valid nominations for Directors are received, all the Directors shall retire from office at each Annual General Meeting" and the five existing directors have, in conformance with this Article, tendered their resignation with effect from the close of this meeting;

Whereas Article 17.1 of the Articles of Association states that "The charity may by ordinary resolution appoint a person who is willing to act to be a Director"

Whereas the required notice under Article 17.2 was given to the members in the notice of AGM

Whereas the Board has adopted Election Rules under Article 28 which provide for election of Directors by the Approval Voting method

Therefore, the Members assembled in this Annual General Meeting do hereby resolve by Ordinary Resolution to appoint as Directors those persons who have been chosen by the members under the Election Rules above.

Adoption of the Membership Rules

Whereas Article 28 of the Articles of Association gives the directors a general ability to set Rules for the management of the chapter and the members to alter these rules by an Ordinary Resolution.

Whereas the interim Board have, after consultation with the community, drafted these Membership Rules for the admission of new members to the chapter

Therefore, the Members assembled in this Annual General Meeting do hereby decide by Ordinary Resolution to adopt these Membership Rules.

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

Whereas the Board decided in November 2008 to set an annual membership fee of £12 per year and £6 per year for concessions.

Whereas the Board has adopted Membership Rules under Article 28 which set out the rules under which the chapter will accept new members which stated that the Annual General Meeting will reconsider the membership fee

Therefore, the Members assembled in this Annual General Meeting do hereby decide to set the membership fee for the year now starting at £12 per year and £6 per year for concessions (defined as under 18, full-time student, unemployed and OAPs).

Requiring the permission of the members to terminate or make certain amendments to the Chapter Agreement

Note: the original Resolution 6 was withdrawn by the Board per the amended notice issued on 2 April. This stated:

Resolution 6: Requiring the permission of the members to terminate the Chapter Agreement
Whereas Article 15.1 of the Articles of Association gives the members a general ability to pass a Special Resolution which restricts the powers of the directors to act in a particular way
Whereas the interim Board has signed the Chapter Agreement with the Wikimedia Foundation.
Whereas this Chapter Agreement is fundamental to the purpose of the charity.
Therefore, 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 this Chapter Agreement.

A new Resolution 6a was proposed in the amended notice which states:

Resolution 6a: Requiring the permission of the members to terminate or make certain amendments to the Chapter Agreement
Whereas Article 15.1 of the Articles of Association gives the members a general ability to pass a Special Resolution which restricts the powers of the directors to act in a particular way
Whereas the interim Board has signed the Chapter Agreement with the Wikimedia Foundation.
Whereas this Chapter Agreement is fundamental to the purpose of the charity.
Therefore, 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.

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

Note: A statement supporting this motion is set out at Meetings/2009 AGM/Resolutions/Res 7 Support;
the Board's response is set out at Meetings/2009 AGM/Resolutions/Res 7 Response

Whereas Article 15.1 of the Articles of Association gives the members a general ability to pass a Special Resolution which restricts the powers of the directors to act in a particular way

Whereas the interim Board has signed the Chapter Agreement with the Wikimedia Foundation.

Whereas this Chapter Agreement is fundamental to the purpose of the charity.

Therefore, 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.