Meetings/2010 AGM/Notice

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Comment This notice is in two parts: Part 1, dealing with the motions was sent out on 24th March and Part 2, inviting nominations for the Board was sent out on 30th March

Invitation to AGM and Motions

Dear Member,

Thank you for being a member of Wikimedia UK - the movement promoting and supporting Wikipedia, its sister projects and open content here in the UK. Wikimedia UK is now one year old. Our voice is starting to be heard - in discussions with museums and the government, engaging with the education sector and defending our communities in interviews with the news media.

This year has seen significant growth in Wikimedia UK: we have raised over £50,000, doubled our membership and increased our activities. We represented the Wikimedia movement at over a dozen events and were quoted numerous times in the national media. Britain Loves Wikipedia expanded to 20 museums across Britain. We arranged content donations from organisations like the Mary Rose Trust and more are in the works. Understanding the many doors it will unlock, we submitted our charity application and instructed solicitors to help with this process. We hope to have a response in time for the AGM.

Next year we hope to do much more, but to do that we need as many members involved as possible.

Our Annual General Meeting will be held on Saturday 24th April at the University of London Students' Union. Please come along to hear what we have managed to achieve and help us plan our activities for the future.

The address of the AGM is:

University of London Students' Union Malet Street London, WC1E 7HY

It's within walking distance of London Euston railway station and several tube lines. Directions: http://www.ulu.co.uk/content/index.php?page=13

So that we can plan for the right number of people, if you are attending, it would help us if you could add yourself to the list at http://uk.wikimedia.org/wiki/Meetings/2010_AGM/Attendees

The AGM will run alongside the "Open Knowledge Conference" (OKCON), now in its fifth year. The programme will shortly be announced and in previous years has included presentations from MySociety, Open Street Map and OPSI, the government publishers.

More information on OKCon: http://www.okfn.org/okcon/

Events will start at 10am. The official AGM will run from 2pm to 4pm and cover the annual report, election of a new Board of Trustees and five official motions:

1. Creating a new class of membership for Member Organisations with two votes each
1a Amending the motion to grant only one vote each
2. Setting the fees for Member Organisations at £100 per year
3. Reducing the fees for Individual Members to £5 per year
4. Allowing the Board to waive membership fees in individual cases
5. Appointing the people elected under the Election Rules as directors

More details of these motions is given below. If you would like to propose an amendment please get in touch by emailing secretary@wikimedia.org.uk to discuss.

Please vote on these motions by forwarding this email to "tellers@wikimedia.org.uk" and putting "Yes" or "No" against each of the motions above. You may also vote in person at the AGM and you may change your vote at any time. Email votes must be received by 2pm on Friday 23rd April. 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. The wording of the proxy declaration is as follows:

"I, the above named member, of the above email address, being a member of Wikimedia UK, hereby appoint James Farrar and James Humphreys ("the Tellers") as my proxy to vote in my name on my behalf at the general meeting of the charity to be held on 24 April 2010 and at any adjournment thereof according to my instruction above. Unless otherwise instructed, the proxy may vote as they think fit where consistent with my instruction or abstain."

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.

Hope to see you on 24th!

Regards,


Secretary, on behalf of the Board of Trustees 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.


Details of Resolutions

1. Creating a new class of membership for Member Organisations with two votes each

When Wikimedia UK was originally established, we considered accepting organisations as members where, for instance, they share our values or want to partner with us in our activities. Several other chapters have similar arrangements. We wrote the facility in our articles, but decided to defer the details until a later date when the chapter is more established.

We now think it would be advantageous to activate this clause. The proposal would give each Member Organisations two votes at the AGM to reflect their role as a group of people, although we would always expect there to be many more Individual Members than Member Organisations.

All membership applications, as now, would be subject to the Board agreeing that it would be in the best interests of the chapter to accept the member.

The text of the resolution is:

WHEREAS Article 2 of our Articles of Association states that "Membership is open to other individuals or organisations who apply to the charity in the form required by the Directors and are approved by the Directors."

WHEREAS we currently only have one class of members who are all individual members

WHEREAS Article 3.1 allows the Board to establish classes of membership with different rights and obligations if a general meeting authorises this with a Special Resolution

WHEREAS having organisations as members could significantly assist us further our goals.

WHEREAS this meeting would like to recognise organisations as a separate class of member, and to, reflect their role as a group of people, give them two votes each

This meeting RESOLVES by Special Resolution to authorise the creation of a new class of members called Member Organisations. The existing class of members will henceforth be called Individual Members. Any organisation may apply to become a Member Organisation and, if accepted by the board, such a member will have the same rights and obligations as an Individual Member except that each Member Organisation shall have two votes where each Individual Member has one.

This resolution is a Special Resolution proposed under Article 3.1. It therefore requires support from 75% of the members voting to pass - see http://uk.wikimedia.org/wiki/Article#Members. Please support this motion.

1a. Amending the motion to grant only one vote each

Two members of the chapter would like to amend the resolution to give member organisations the same voting rights as individual members.

The text of the amendment is:

"WHEREAS this meeting feels that Member Organisations should not have greater influence in decisions than Individual Members, this meeting RESOLVES to amend the motion by deleting "except that each Member Organisation shall have two votes where each Individual Member has one."

Proposed by Mike Peel, seconded by Steve Virgin

2. Setting the fees for Member Organisations at £100

This resolution will only be put if the first resolution passes.

The fee level set is consistent with the fee set by other chapters. We think it is at a suitable level that will not deter organisations that want to partner with us or that share our objectives, but reflects the additional voting rights and different role within the chapter of member organisations.

The text of the resolution is:

WHEREAS: this meeting has created a new class of membership for Member Organisations.

WHEREAS: Member Organisations usually have more funds available than Individual Members.

This meeting RESOLVES by Ordinary Resolution to set the fee for all Member Organisations at £100 per year.

3. Reducing the fees for Individual Members to £5 per year

At last year's AGM, it was decided to set the fees at £12 or £6 for concessions. The intention was to raise enough money in subscriptions to cover our administrative costs, so that donations woud all go to acheiving our objects. Since then our membership has more than doubled and we raised over £50,000 during the annual Wikimedia Fundraiser.

We do not want anyone to be put off from joining the chapter due to the cost and we want to continue to build a mass membership organisation. Therefore we'd like to reduce the fee to £5 per year. In order to simplify the administration, we'd like to have a single fee rather than a separate one for concessions. We have found that many people add a donation to the membership fee, so do not expect this reduction to significantly reduce our overall income.

The text of the resolution is:

"WHEREAS, the Membership Rules require the membership fees to be reviewed by each AGM; WHEREAS, the chapter's successful fundraiser has significantly reduced the charity's reliance of membership fees to fund its operations. This meeting RESOLVES by Ordinary Resolution to set the fee for all Individual Members at £5 per year."

4. Allowing the Board to waive membership fees in individual cases

There have been a number of cases where the Board has wanted to encourage individuals to join the chapter but they have been unable to due to the cost. They may be a long standing administrator on one of the projects or may have volunteered in some other way but, for whatever reason, not be able to pay the fee.

We'd like the membership's support to allow the board to waive the fee in exceptional cases where it is in the interest of the chapter to accept a new member and the fee is a barrier to joining.

The text of the resolution is:

"WHEREAS, some people may be very active in helping the chapter but are unable to afford the membership fee. WHEREAS, having those people as members would greatly benefit the chapter.

This meeting RESOLVES by Ordinary Resolution to amend the Membership Rules by appending the following clause: "#. The Board of Trustees may, at their discretion, waive the membership fee for Individual Members if they believe it is in the interests of the charity."

5. Appointing the people elected under the Election Rules as directors

This is a formal requirement of the Companies Act for the meeting to appoint the people who have been elected as Directors. A separate ballot paper for the election will be issued to all members on around 6th April.

The Text of the resolution is:

"WHEREAS, the Board of Trustees have all resigned effective at the end of this meeting, as required by the Articles of Association. WHEREAS, the Election Rules require an election of board members at this meeting.

This meeting RESOLVES by Ordinary Resolution to hold an election in accordance with the Election Rules and then appoint the elected candidates as directors and trustees for the forthcoming year."

Invitation for new trustees

Dear Member,

Could you be a trustee of Wikimedia UK?

Next month's AGM will elect a Board of Trustees that will run Wikimedia UK for the forthcoming year. Are you able to help out by becoming a Board member?

Previous board members have said this about the experience:

  • "It's rewarding and enriching."
  • "It means I can contribute to Wikipedia on a much larger scale."
  • "Everyone's heard of Wikipedia, but they're looking for a voice - it's good to fulfill that need."
  • "It really broadened my mind - gave me experiences I would never have in my nine to five!"
  • "If you're on the Board you can influence the direction and focus of the chapter."

Next year is going to be a crucial year for our development: we have £50,000 from the recent Fundraiser budgeted for various projects; we plan to recruit our first employee and we will start negotiations with the Charity Commission on our application. We hope to continue to grow the membership and activities.

We expect the Board will meet once per month on line and twice per year in person. We also hope that directors take a lead in chapter projects outside meetings - 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!

Board members act as Directors and Trustees. The eligibility criteria and duties are set out at http://uk.wikimedia.org/wiki/Board#Duties - please check that you are eligible and accept these duties before putting yourself forward for election. If you have any questions you are welcome to contact me, another board member or take your own legal advice.

To nominate yourself as a candidate, simply email tellers@wikimedia.org.uk by Friday 9th April (23:59) with the following:

  • a statement that you would like to nominate yourself to serve as a director and trustee of Wikimedia UK and you fulfill the legal criteria for appointment
  • Full name
  • any previous names
  • date of birth
  • usual residential address
  • business occupation
  • the names of any other UK companies which you have been director of in the last five years

During the election only your name will be made public. If election these details will be filed with Companies House. Your address will be kept confidential but all other details will be made public.

You may also enclose a candidate statement of up to 500 words if you wish. This will be sent out with the ballot paper to the voters and published on the Wikimedia UK wiki. Alternatively, you may send this separately to the Tellers before the 9th 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 9th April. Candidates can withdraw their nomination any time before the results of the election are announced.

If you have any questions you are welcome to contact me or any of the other current board members.

regards,


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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