Minutes 2008-10-13/IRC
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#wikimedia-uk-board
Oct 13 19:31:44 <KTC> let's begin
Oct 13 19:31:55 <AndrewRT> WOD isnt id'd yet
Oct 13 19:32:13 <KTC> i noticed that :p
Oct 13 19:32:40 * ChanServ gives voice to Warofdreams
Oct 13 19:32:50 <Warofdreams> hi
Oct 13 19:33:05 * KTC poke Warofdreams to make him id next time :D
Oct 13 19:34:03 <KTC> right, um
Oct 13 19:34:07 <KTC> http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Board_meetings/2008-10-13/Agenda
Oct 13 19:34:15 <Warofdreams> will do - am logging on in a hurry to make start of meeting and can't recall password :(
Oct 13 19:34:35 <KTC> no apologies as AndrewRT made it :)
Oct 13 19:34:48 <AndrewRT> yes i thought i might be late
Oct 13 19:35:23 <AndrewRT> i've no comments on the minutes
Oct 13 19:35:44 <KTC> um, yes, minutes of last meeting, any objection / modification ?
Oct 13 19:36:01 <Warofdreams> you'll notice I've condensed a lot of discussion
Oct 13 19:36:23 <AndrewRT> i think that's good - the detail is there on the IRC if anyone wants to wade through!
Oct 13 19:36:55 <KTC> i'll take that as no objection
Oct 13 19:36:57 <mpeel> no objections to the minutes.
Oct 13 19:37:16 <cfp> no objection either.
Oct 13 19:37:24 <KTC> 4.1
Oct 13 19:37:37 <KTC> i see that the email request was sent, but no response from any of them yet
Oct 13 19:37:43 <KTC> hmm
Oct 13 19:38:00 <Warofdreams> I've had a reply from geni who says they should be sent through in a couple of days
Oct 13 19:38:07 <KTC> ok :)
Oct 13 19:38:12 <AndrewRT> can we follow up next mtg?
Oct 13 19:38:17 <KTC> *nod*
Oct 13 19:38:19 <Warofdreams> will do
Oct 13 19:38:27 <KTC> 4.2 CRB checks
Oct 13 19:38:37 <KTC> any update / further info than what we already discussed ?
Oct 13 19:39:06 <AndrewRT> mpeel?
Oct 13 19:39:08 <Warofdreams> Mike: you sent through some useful info
Oct 13 19:39:09 <mpeel> I received a reply... just trying to remember if I forwarded it to the board.
Oct 13 19:39:18 <AndrewRT> i think it went to the email list
Oct 13 19:39:21 <Warofdreams> yes
Oct 13 19:39:23 <mpeel> ah yes: response at http://lists.wikimedia.org/pipermail/wikimediauk-l/2008-October/002899.html
Oct 13 19:39:34 <mpeel> "I think that this means that if we want a CRB check, it _must_
Oct 13 19:39:35 <mpeel> be for a category listed at http://www.crb.gov.uk/Default.aspx?
Oct 13 19:39:35 <mpeel> page=1855 . Can anyone identify a category on that list which
Oct 13 19:39:35 <mpeel> membership falls under? I can't spot one..."
Oct 13 19:39:42 <AndrewRT> basically we aren't able to ask for one
Oct 13 19:39:49 <AndrewRT> even if we wanted is that right?
Oct 13 19:39:51 <mpeel> sorry: link is http://www.crb.gov.uk/Default.aspx?page=1855
Oct 13 19:40:01 <mpeel> yes, that is my understanding.
Oct 13 19:40:04 <Warofdreams> no, there was one about a database controller, which I looked in to, but it was only very specific databases of children at risk
Oct 13 19:40:15 <Warofdreams> so I agree - it's not an issue for us
Oct 13 19:40:28 <cfp> good good
Oct 13 19:40:32 <AndrewRT> i agree too - until we start doing projects in schoold
Oct 13 19:40:37 <AndrewRT> of course...
Oct 13 19:40:46 <mpeel> yes: obviously at that point people will need to be CRB checked.
Oct 13 19:40:55 <AndrewRT> so lets leave it till then
Oct 13 19:41:08 <KTC> 5.1
Oct 13 19:41:15 <KTC> we discussed this last week
Oct 13 19:41:37 <KTC> anyone want to bring anything in there up again (apart from the objectives)
Oct 13 19:41:44 <KTC> i.e. the name of the company
Oct 13 19:41:50 <mpeel> we should decide on the name
Oct 13 19:41:59 <AndrewRT> we decided to go with Limited
Oct 13 19:42:05 <AndrewRT> but not the rest of the name!!
Oct 13 19:42:11 <AndrewRT> two suggestions:
Oct 13 19:42:16 <AndrewRT> Wiki UK Limited
Oct 13 19:42:24 <AndrewRT> Wiki Information Network UK Limited
Oct 13 19:42:30 <cfp> there's a third: Wiki Limited
Oct 13 19:42:31 <AndrewRT> or some variation thereof
Oct 13 19:42:44 <cfp> my preferences are: 3,1,2
Oct 13 19:43:00 <AndrewRT> huh, cfp?
Oct 13 19:43:09 <mpeel> my prefs would be in the order 1, 3, 2
Oct 13 19:43:29 <Warofdreams> I'm not too concerned; we won't be trading under it. But I prefer 1 or 2
Oct 13 19:43:29 <AndrewRT> Wiki Limited is already taken
Oct 13 19:43:34 <AndrewRT> per http://wck2.companieshouse.gov.uk/a5a8ba925266bfa3efcff47440b37249/companysearch?disp=1&frfsh=1223923392#result
Oct 13 19:43:58 <mpeel> it has been dissolved: does that mean it can be used again, or that it is still protected?
Oct 13 19:44:19 <AndrewRT> dont know
Oct 13 19:44:48 <Warofdreams> might be easier not to use the name of a dissolved company
Oct 13 19:45:06 <mpeel> I concur with wod
Oct 13 19:45:06 <Warofdreams> we don't know what debts they may have, or poor impression they may have left
Oct 13 19:45:26 <cfp> ok well straight 1 v 2 vote then?
Oct 13 19:45:41 <cfp> i vote 1: wiki uk limited
Oct 13 19:45:47 <AndrewRT> i concur 1
Oct 13 19:45:56 <mpeel> also 1
Oct 13 19:46:06 <Warofdreams> i'm happy with 1
Oct 13 19:46:20 <cfp> KTC?
Oct 13 19:46:33 <AndrewRT> I'll update meta
Oct 13 19:46:34 <KTC> i don't care, i was waiting for u guys to decide
Oct 13 19:46:49 <KTC> 1 it is then
Oct 13 19:46:50 <cfp> k nice quick decision.
Oct 13 19:47:26 <KTC> changed page
Oct 13 19:48:31 <KTC> right, objectives
Oct 13 19:48:46 <KTC> are everyone happy / unhappy with what's on the page at the moment/
Oct 13 19:48:49 <KTC> * ?
Oct 13 19:49:02 <mpeel> I sent around a suggested first line for the objectives...
Oct 13 19:49:16 <cfp> mpeel's first line's certainly an improvement
Oct 13 19:49:47 <mpeel> The charity's objective is the collection
Oct 13 19:49:47 <mpeel> and distribution of all forms of knowledge to all under a free
Oct 13 19:49:48 <mpeel> license or in the public domain, by means ...[etc]
Oct 13 19:49:51 <AndrewRT> This page http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Objectives?
Oct 13 19:49:56 <cfp> cut "all forms of"
Oct 13 19:50:09 <mpeel> the only response was "I'd go with "knowledge and information", but otherwise I like that." from Thomas Dalton.
Oct 13 19:50:11 <AndrewRT> or another?
Oct 13 19:50:34 <mpeel> I added "all forms of" due to the various formats - text, image, video.
Oct 13 19:50:38 <cfp> and since knowledge is information, maybe just "information"
Oct 13 19:50:43 <Warofdreams> suggestion was "The charity's objective is the collection
Oct 13 19:50:45 <Warofdreams> > and distribution of all forms of knowledge to all under a free
Oct 13 19:50:45 <mpeel> I'm happy for that to be removed if it's deemed unnecessary.
Oct 13 19:50:46 <Warofdreams> > license or in the public domain, by means ...[etc]"
Oct 13 19:50:49 <cfp> it's just verbiage
Oct 13 19:51:41 <mpeel> perhaps
Oct 13 19:52:26 <cfp> do we think mpeel's suggestion is broad enough
Oct 13 19:52:31 <Warofdreams> The charity's objective is the collection and distribution of knowledge and information to all under a free license or in the public domain, by means ...[etc]
Oct 13 19:52:33 <KTC> um, (working off / ) let's update http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/MoA
Oct 13 19:52:44 <AndrewRT> thx
Oct 13 19:53:07 <mpeel> does promotion come under distribution, do you think?
Oct 13 19:53:11 <AndrewRT> sorry to be thick - i dont understand mike's proposal
Oct 13 19:53:33 <mpeel> AndrewRT: what don't you understand?
Oct 13 19:53:49 <AndrewRT> what change are you proposing?
Oct 13 19:54:09 <mpeel> that the bit at the start of the objectives be changed to ""The charity's objective is the collection and distribution of knowledge and information to all under a free license or in the public domain, by means which may include all or any of the following:""
Oct 13 19:54:14 <mpeel> followed by the numbered list
Oct 13 19:54:31 <AndrewRT> dropping the reference to "the promotion of education and advancement of heritage"?
Oct 13 19:54:43 <mpeel> yes
Oct 13 19:54:52 <AndrewRT> why would that be an improvement?
Oct 13 19:55:14 <mpeel> it simplifies, and broadens things a little, IMO.
Oct 13 19:55:15 <cfp> see my e-mail 12/10 20:48
Oct 13 19:55:30 <mpeel> plus avoids buzz-words
Oct 13 19:55:42 <AndrewRT> ok, but it also makes it harder to justify to the Charity Commission to prove that our objects are exclusively charitable
Oct 13 19:55:50 <AndrewRT> whcih was the point of including it in the first place
Oct 13 19:56:13 <cfp> nooo i thought the point of including it in the first place was to satisfy chap com
Oct 13 19:56:18 <AndrewRT> no
Oct 13 19:56:28 <cfp> it'll be perfectly clear to the charities commision that our objects are actually the numbered list
Oct 13 19:56:28 <Warofdreams> I can understand the distaste for buzzwords, but they are useful in proving to the Charity Commission that we are exclusively charitable
Oct 13 19:56:40 <AndrewRT> we have to justify to both
Oct 13 19:57:11 <AndrewRT> we have to justify to the CharCom that we are not allowed by our MemOfAss to do anything that is not charitable
Oct 13 19:57:23 <KTC> chapcom need to be happy for use to become a chapter, charity com need to be happy for us to become a charity (if and when)
Oct 13 19:57:32 <AndrewRT> including these two items makes it easy for us to do this
Oct 13 19:57:37 <cfp> let me make my suggestion, which is basically the same one i've been making since the start of the last meeting
Oct 13 19:57:45 <AndrewRT> excluding makes it harder - not impossible, just harder
Oct 13 19:57:47 <Warofdreams> ChapCom should be easier to discuss with
Oct 13 19:57:57 <AndrewRT> cfp?
Oct 13 19:58:05 <cfp> we do not have a "primary objective" (so we just start "The charities objects are:")
Oct 13 19:58:15 <cfp> the first in that list should be the wmf mission statement as it currently is
Oct 13 19:58:25 <AndrewRT> that's already been voted on and voted down
Oct 13 19:58:31 <cfp> no that wasn't voted on
Oct 13 19:58:47 <AndrewRT> yes it was: that was option 2; we voted for option 3
Oct 13 19:58:49 <cfp> we voted on whether to include the wmf mission statement
Oct 13 19:58:54 <AndrewRT> rubbish
Oct 13 19:59:01 <cfp> maybe i'm misremembering
Oct 13 19:59:02 <mpeel> As AndrewRT says, we did vote on that.
Oct 13 19:59:05 <AndrewRT> we voted on the format of the Objects clause
Oct 13 19:59:06 <cfp> oook
Oct 13 20:00:00 <KTC> right, i'm going to try and get us to get a move on and not end up like last week
Oct 13 20:00:28 <KTC> mpeel made a suggestion to the intro part of the charity objectives point on the MoA
Oct 13 20:00:36 <KTC> yes or no from everyone
Oct 13 20:00:56 <cfp> it's important we get the objects right for legal reasons. this isn't a game.
Oct 13 20:01:15 <KTC> yes, i understand
Oct 13 20:01:18 <cfp> yes in the sense that mpeel's suggestion is better than what's there. no in the sense that it's not adequate.
Oct 13 20:01:59 <cfp> and can i be anal and quote something from the last set of minutes:
Oct 13 20:02:04 <AndrewRT> me: no: i'd rather keep the current version and include those parts
Oct 13 20:02:10 * ChanServ gives voice to wknight8111_
Oct 13 20:02:14 <cfp> [2008-10-07 21:10:16] <AndrewRT> 1) Single sentence encumpassing CC "promotion of education" and WMF mission
Oct 13 20:02:15 <cfp> [2008-10-07 21:10:37] <AndrewRT> 2) Eight points expanding on this
Oct 13 20:02:15 <cfp> [2008-10-07 21:11:10] <AndrewRT> I proposed (1) mainly because I think it would be easier to justify to the CC and WMF that we meet their criteria
Oct 13 20:02:15 <cfp> [2008-10-07 21:11:13] <cfp> there's no reason we can't combine the two as a third option
Oct 13 20:02:23 <KTC> wknight8111_, i'm happy for you to answer Tango's question in here
Oct 13 20:02:55 <cfp> so the 3rd option was ambiguous about whether the wmf mission statement had any specific precedence. we were just voting on whether or not to include it.
Oct 13 20:03:04 <cfp> (the 2nd, as i understood it, didn't)
Oct 13 20:03:23 <wknight8111_> okay, what was the question?
Oct 13 20:03:30 <KTC> <Tango42> Question for chapcom: What kind of things are likely to cause you to reject the documents?
Oct 13 20:03:32 * wknight8111_ is doing too many things at once
Oct 13 20:04:17 <wknight8111_> Chapcom looks at a limited number of things: Your intended relationship with the WMF, your basic structure (must be a non-profit, etc), your intended relationship with the projects (none, basically)
Oct 13 20:04:21 <Warofdreams> cfp: that wasn't my understanding of what we were voting on; I thought that the key difference was the formatting. But if there was confusion, I don't see why we shouldn't vote on your point now.
Oct 13 20:04:55 <KTC> let's forget last week
Oct 13 20:05:02 <wknight8111_> We'll also give you feedback about the rest of your details, if we think they are potentially problematic, but it isn't our job to say how you should act or how you should operate
Oct 13 20:05:03 <KTC> we going through it again now
Oct 13 20:05:13 <KTC> we need to decide this
Oct 13 20:05:18 <AndrewRT> wknight8111_: What about the content of the objects?
Oct 13 20:05:32 <wknight8111_> AndrewRT, what do you mean by that?
Oct 13 20:05:53 <AndrewRT> We have a clause in our constitution that sets out of "Objects"
Oct 13 20:06:12 <wknight8111_> do you have a link to it?
Oct 13 20:06:15 <AndrewRT> would you reject our chapter if we worded it in a way you didn't agree with?
Oct 13 20:06:20 <KTC> http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/MoA
Oct 13 20:06:32 <AndrewRT> lause 3
Oct 13 20:06:34 <AndrewRT> Clause 3
Oct 13 20:06:37 <wknight8111_> not likely, although we could give you some feedback and ask (politely) for you to consider making changes
Oct 13 20:07:15 <Warofdreams> wknight8111_: how long does it typically take you to approve the documents?
Oct 13 20:07:20 <AndrewRT> http://meta.wikimedia.org/wiki/Requirements_for_future_chapters#Mission says: "The mission of the organisation must be in line with the mission of the Wikimedia Foundation"
Oct 13 20:07:21 <wknight8111_> Okay, now I see the section you mean. Yes, this is exactly the kind of section that we will focus our attentions on
Oct 13 20:07:55 <AndrewRT> so it's ok to take our time on it then! :)
Oct 13 20:07:59 <wknight8111_> Assuming no problems, approval by the chapcom can take anywhere from a week to a month, depending on how lazy people are being. It's usually closer to a week
Oct 13 20:08:20 <Warofdreams> closer to a week would be very good news :)
Oct 13 20:08:31 <wknight8111_> I or any of the other members can always give your documents a quick review if you are interested. I could read them over and give you feedback in a day or two if you needed
Oct 13 20:08:44 <AndrewRT> excellent! that wld be useful
Oct 13 20:08:58 <wknight8111_> Once the chapcom approves them, we pass them to the board for final approval, and this can take a very long time, depending on how lazy they are being
Oct 13 20:09:18 <KTC> eek, don't like that last part lol
Oct 13 20:09:24 <AndrewRT> are we ok to proceed with incorporation before the WMF approves?
Oct 13 20:09:37 <AndrewRT> after ChapCom approves?
Oct 13 20:09:46 <wknight8111_> you can, but I suggest you get them to at least review your documents before you do
Oct 13 20:09:59 <wknight8111_> because if we find things that we don't like, it's harder for you to change them after you're incorporated
Oct 13 20:10:06 <wknight8111_> just a suggestion, of course
Oct 13 20:10:08 <AndrewRT> too right!
Oct 13 20:10:13 <KTC> whose "them" in that sentence wknight8111_, chapcom or the wmf board ?
Oct 13 20:10:33 <wknight8111_> "them" in that sentence was supposed to be your MoA and AoA
Oct 13 20:10:43 * wknight8111_ needs to work on his pronouns
Oct 13 20:10:43 <AndrewRT> ...I suggest you get _them_ to at least review...
Oct 13 20:11:02 <KTC> um different sentence i think
Oct 13 20:11:12 <KTC> <wknight8111_> you can, but I suggest you get them to at least review your documents before you do
Oct 13 20:11:14 <AndrewRT> wknight8111_?
Oct 13 20:11:16 <wknight8111_> oh, the previous sentence, "them" was the chapcom
Oct 13 20:11:47 <AndrewRT> oh that's fine - so we get chapcom to approve, then incorporate, then wait for WMF for final approval?
Oct 13 20:11:49 <wknight8111_> When are you guys planning to submit your paperwork? Soon?
Oct 13 20:11:55 <AndrewRT> tonight?
Oct 13 20:12:03 <wknight8111_> Yes, that's a good order of events
Oct 13 20:12:05 <KTC> sometime after tonight meeting hopefully
Oct 13 20:12:14 <cfp> speaking of which...
Oct 13 20:12:30 <wknight8111_> Okay, let me look these overly quickly then, and make sure there are no major problems
Oct 13 20:13:04 <AndrewRT> shall we continue while wknight is doing that?
Oct 13 20:13:04 <cfp> they're still up for discussion wknight8111_, it's probably not worth your time quite yet.
Oct 13 20:13:13 <cfp> lets continue in any case.
Oct 13 20:13:38 <AndrewRT> i agree with cfp - after all, lots to get through
Oct 13 20:13:41 <KTC> right, um, back to objectives shall we?
Oct 13 20:15:08 <AndrewRT> we were voting on mpeel's amendment
Oct 13 20:15:14 <KTC> was trying to close a bunch of irc channels that i have opened, press on wrong button
Oct 13 20:15:49 <KTC> yes
Oct 13 20:16:09 <KTC> AndrewRT, u still object to the suggestion of mpeel admendment in general /
Oct 13 20:16:10 <KTC> * ?
Oct 13 20:16:17 <KTC> (not necessarily the specific wording)
Oct 13 20:16:28 <AndrewRT> well, i would prefer the current wording
Oct 13 20:16:41 <AndrewRT> I dont think his suggestion would be the end of teh world
Oct 13 20:16:58 <AndrewRT> but i'd like us to vote on it and then move on
Oct 13 20:17:09 <Warofdreams> I prefer a format which uses one or more Charity Commission buzzwords, but otherwise the suggestion's fine.
Oct 13 20:17:31 <KTC> cfp ?
Oct 13 20:17:40 <cfp> i prefer his wording to what's there at the moment
Oct 13 20:18:13 <AndrewRT> KTC?
Oct 13 20:18:33 <cfp> but at the risk of repeating what i've said in emails and here before, the problem with having a primary object then list of secondary objects format is that if the primary object is not broad enough, we may be stopped from carrying out those secondary objects.
Oct 13 20:18:46 <cfp> since the secondary objects are supposed to be helping the primary one.
Oct 13 20:19:04 <cfp> since there's absolutely no reason to have a distinguished primary one
Oct 13 20:19:15 <cfp> we have most freedom if we just have a list.
Oct 13 20:19:41 <AndrewRT> KTC?
Oct 13 20:19:44 <KTC> mpeel, u still think we should change it ?
Oct 13 20:19:59 <mpeel> I'm not sure.
Oct 13 20:20:10 <mpeel> I understand the reason for including buzzwords, although I dislike buzzword bingo.
Oct 13 20:20:34 <mpeel> On further thought, my revision is missing some bits that are in the current version, which I think are vital.
Oct 13 20:20:46 <cfp> we'll be fine with charitable status (as long as we cut the catch all one). we're clearly charitable because of education etc.
Oct 13 20:20:46 <mpeel> mainly the "empowering and engaging people" bit
Oct 13 20:21:22 <mpeel> however I should say that I view education and heritage as falling under knowledge in the online sense.
Oct 13 20:21:51 <mpeel> (obviously, in the real world heritage also includes things like buildings - but we won't be doing anything with buildings...)
Oct 13 20:21:52 <KTC> how about "The charity's objective are the promotion of education and advancement of heritage via the collection and distribution of knowledge and information to all under a free license or in the public domain, by means which may include all or any of the following:
Oct 13 20:21:52 <KTC> "
Oct 13 20:22:51 <cfp> as i said in my email, how can you advance heritage? you can preserve it, which we're probably not doing, and you can distribute information about it, which we may be.
Oct 13 20:23:06 <Warofdreams> mpeel: I don't disagree with your definitions, but it'll be much easier if it's crystal clear for the CharityComm
Oct 13 20:23:56 <Warofdreams> cfp: The Charity Commission believe that heritage is something which you can advance. Distributing info about it [and preserving it], I would hazard, is what they have in mind.
Oct 13 20:24:25 <AndrewRT> i imagine what they have in mind is running a country house!
Oct 13 20:24:30 <AndrewRT> or suchlike
Oct 13 20:24:46 <KTC> is looking for the allowed charitable objectives wording
Oct 13 20:24:50 <mpeel> you can also advance heritage by rediscovering heritage - e.g. archaeological digs, searching through libraries, etc.
Oct 13 20:25:31 <mpeel> fundamentally, what will we be doing?
Oct 13 20:25:35 <mpeel> promoting education?
Oct 13 20:25:39 <mpeel> advancing heritage?
Oct 13 20:25:43 <mpeel> gathering knowledge?
Oct 13 20:26:31 <KTC> "(f) the advancement of the arts, culture, heritage or science;" they think heritage can certainly be "advanced"
Oct 13 20:26:42 <mpeel> perhaps: "The charity's objective is to empower and engage people to collect, develop and effectively disseminate knowledge, educational content and heritage resources under a free license or in the public domainby means which may include all or any of the following:"
Oct 13 20:26:46 <AndrewRT> thsi may be useful: http://www.charity-commission.gov.uk/spr/corcom1.asp#8
Oct 13 20:27:01 <AndrewRT> "“Heritage” might be regarded as part of a country’s local or national history and traditions which are passed down through successive generations. Advancing heritage includes charities for the preservation of historic land and buildings. Guidance on this can be found in our separate publication RR9: Preservation and conservation. It might also include activities concerned with...
Oct 13 20:27:03 <AndrewRT> ...preserving or...
Oct 13 20:27:04 <AndrewRT> ...maintaining a particular tradition where the benefit to the public in preserving it can be shown."
Oct 13 20:27:32 <AndrewRT> 22. Examples of the sorts of charities and charitable purposes falling within this description include:
Oct 13 20:27:33 <AndrewRT> * Art galleries, arts festivals and arts councils (See our separate publication RR10: Museums and Art Galleries);
Oct 13 20:27:35 <AndrewRT> * Charities that promote, or encourage high standards of, the arts of drama, ballet, music, singing, literature, sculpture, painting, cinema, mime, etc, e.g. theatres, cinemas and concert halls; choirs; orchestras; music, operatic and dramatic societies;
Oct 13 20:27:36 <AndrewRT> * The promotion of crafts and craftsmanship;
Oct 13 20:27:38 <AndrewRT> * Local or national history or archaeology societies;
Oct 13 20:27:39 <AndrewRT> * Local arts societies;
Oct 13 20:27:41 <AndrewRT> * Charities that preserve ancient sites or buildings;
Oct 13 20:27:42 <AndrewRT> * Charities that preserve a specified monument, building or complex of historic/architectural importance, or the preservation of historic buildings in general, such as building preservation trusts;
Oct 13 20:27:44 <AndrewRT> * The preservation of historical traditions, such as carnivals, country/folk dancing societies, Scottish country dancing and highland dancing societies, eisteddfords, folk clubs, etc;
Oct 13 20:27:46 <AndrewRT> * Scientific research projects;
Oct 13 20:27:48 <AndrewRT> * Charities connected with various learned societies and institutions, e.g. the Royal College of Surgeons; Royal College of Nursing; Royal Geographical Society.
Oct 13 20:28:32 <KTC> since we can't agree on that sentence, and we're going to be here all night otherwise
Oct 13 20:28:37 <AndrewRT> Sorry, I missed mpeel's suggestion: ""The charity's objective is to empower and engage people to collect, develop and effectively disseminate knowledge, educational content and heritage resources under a free license or in the public domainby means which may include all or any of the following:""
Oct 13 20:28:49 <AndrewRT> I would be happy with that
Oct 13 20:29:04 <KTC> um
Oct 13 20:29:26 <AndrewRT> WarofDreams? CFP? KTC?
Oct 13 20:29:44 <Warofdreams> I like mpeel's latest suggestion.
Oct 13 20:29:57 cfp ChanServ
Oct 13 20:29:58 <KTC> cfp ?
Oct 13 20:30:17 <cfp> err still better than what's there at the moment
Oct 13 20:30:25 <cfp> i don't like "and engage"
Oct 13 20:30:45 <AndrewRT> shall we take mpeel's suggestion first and then move on to CFP's amendments?
Oct 13 20:31:23 <AndrewRT> KTC are you happy with mpeel's suggestion?
Oct 13 20:31:29 <KTC> sure
Oct 13 20:31:38 <AndrewRT> so that's us all agreed
Oct 13 20:31:49 <AndrewRT> can I change meta?
Oct 13 20:31:53 <KTC> go for it
Oct 13 20:32:18 <KTC> let's go with Tango suggestion next, drop subpoints or not? a straight vote
Oct 13 20:32:27 <cfp> no
Oct 13 20:32:59 <AndrewRT> sorry, no to what, cfp?
Oct 13 20:33:06 <cfp> no to ktc's vote
Oct 13 20:33:43 <KTC> drop the subpoints
Oct 13 20:34:04 <Warofdreams> cfp: do you want to say something specific about this?
Oct 13 20:34:10 <AndrewRT> I dont like dropping subpoints either
Oct 13 20:34:28 <AndrewRT> i think they flesh out what we will be doing for someone who reads the document
Oct 13 20:34:54 <AndrewRT> mpeel?
Oct 13 20:35:05 <mpeel> AndrewRT: do they need to be in this document, or could they be in a seperate document which we can modify more easily in the future?
Oct 13 20:35:31 <cfp> about what sorry wod? dropping the sub-points? i think it's an absolutely crazy suggestion. and is certainly one we voted on last week.
Oct 13 20:36:03 <cfp> why's it crazy, i guess that should be said really.
Oct 13 20:36:07 <AndrewRT> mpeel: perhaps, but I think they are good here
Oct 13 20:36:21 <KTC> well, that's a no that suggestion
Oct 13 20:36:26 <Warofdreams> cfp: yes, that's what I meant.
Oct 13 20:36:38 <cfp> i guess it's simultaneous not specific enough, and not general enough.
Oct 13 20:36:46 <mpeel> I'm inclined to keep the subpoints.
Oct 13 20:36:56 <Warofdreams> so am I
Oct 13 20:37:04 <AndrewRT> well thats a majority, can we move on to cfp's two other amendments?
Oct 13 20:37:05 <KTC> right, as it stand, where are we on the objectives
Oct 13 20:37:56 <AndrewRT> KTC: mostly agreed i think but three more amendments (at least) on the table to discuss
Oct 13 20:38:15 <KTC> anyone want to suggest them? now would be a good time :)
Oct 13 20:38:16 <AndrewRT> (1) Delete number 10
Oct 13 20:38:36 <KTC> i'll take that propsal to a straight vote
Oct 13 20:38:36 <AndrewRT> (2) cfp didn't like "and engage"
Oct 13 20:38:46 <KTC> *i'll take AndrewRT (1) to a vote now
Oct 13 20:38:52 <cfp> yes.
Oct 13 20:38:52 <KTC> yes or no to delete 10
Oct 13 20:38:55 <AndrewRT> i vote yes to deleting no 10
Oct 13 20:39:05 <mpeel> yes to deleting 10
Oct 13 20:39:11 <Warofdreams> i vote yes to deleting 10
Oct 13 20:39:16 <AndrewRT> i think it's redundant and potentially threatens charitable status
Oct 13 20:39:25 <AndrewRT> KTC?
Oct 13 20:39:31 <cfp> a husband of a friend who's started a lot of uk charities had the following to say:
Oct 13 20:39:33 <cfp> "British charity law prohibits the kind of catch all clause you propose. What you can provide is a list of activities “and other charitable activities that relate to the mission of the organization.” Delegation must be limited to directors or a committee of directors because members do not have a fiduciary responsibility to the charity. "
Oct 13 20:39:34 <KTC> delete it is
Oct 13 20:39:48 <AndrewRT> I'll update
Oct 13 20:40:19 <KTC> (2) "and engage"
Oct 13 20:40:21 <AndrewRT> Done on http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/MoA#Introduction
Oct 13 20:40:23 <Warofdreams> on engage, I think it is something we should be doing. What do you not like about it?
Oct 13 20:40:28 <AndrewRT> cfp, you didn't like "and engage"?
Oct 13 20:40:36 <mpeel> at the risk of delaying us further, I'd like to suggest: "The charity's objective is to empower, support and engage people to collect, develop and effectively disseminate knowledge, educational content and heritage resources under a free license or in the public domain by means which may include (but is not limited to) any or all of the following:"
Oct 13 20:40:58 <AndrewRT> coudl we take cfp's amendments first?
Oct 13 20:41:06 <cfp> there are a few wording issues i was uncomfortable with (though i'm still even more uncomfortable with having a privileged objective)
Oct 13 20:41:10 <mpeel> I mentioned it there because it is related, sorry.
Oct 13 20:41:15 <cfp> soo objective -> object
Oct 13 20:41:24 <cfp> engage -> encourage
Oct 13 20:41:49 <cfp> heritage resources -> "cultural archives" perhaps
Oct 13 20:42:17 <cfp> blah at the end -> ""by means including but not limited to"
Oct 13 20:42:20 * ChanServ removes voice from wknight8111_
Oct 13 20:42:23 <AndrewRT> "engage" is taken from the WMF mission here http://wikimediafoundation.org/wiki/Mission_statement
Oct 13 20:42:24 <cfp> (as per my e-mail)
Oct 13 20:42:30 <cfp> yeah i know.
Oct 13 20:42:36 <AndrewRT> but I have no objection to encourage
Oct 13 20:42:40 <cfp> but it doesn't make it any better english.
Oct 13 20:43:23 <AndrewRT> could you put together a textr with all your changes so we can see how it reads?
Oct 13 20:43:35 <AndrewRT> cfp: no indeed!
Oct 13 20:44:17 <mpeel> I dislike "cultural archives", but then "heritage resources" isn't particularly outstanding.
Oct 13 20:44:44 <mpeel> encourage is fine. I'm not sure about "empower" though as we're not really empowering anyone, are we?
Oct 13 20:45:10 <mpeel> object: fine, and I like the idea of modifying the end bit - although using brackets might be an idea.
Oct 13 20:45:39 <cfp> "The charity's object is to empower and encourage people to collect, develop and effectively disseminate knowledge and educational, cultural and historic content under a free license or in the public domain by means including (but not limited to):"
Oct 13 20:45:58 <cfp> i cut "support" because although i think it hsould be in there,
Oct 13 20:46:02 <cfp> it didn't work as it was.
Oct 13 20:46:22 <mpeel> you could easily swap out "empower" for support in that.
Oct 13 20:46:23 <cfp> i'm opent o suggestions on how to put it back in
Oct 13 20:46:24 Warofdreams Washing
Oct 13 20:46:38 <cfp> but "to support people to collect"
Oct 13 20:46:41 <cfp> is not english
Oct 13 20:46:47 <AndrewRT> I'm happy with cfp's suggestion
Oct 13 20:46:50 <cfp> "to enpower people to collect" is english
Oct 13 20:46:56 <mpeel> true, but the "and encourage" bit distracts from that. :)
Oct 13 20:47:09 <cfp> well "to encourage people to collect" is also english
Oct 13 20:47:11 <mpeel> "aid" rather than "support"?
Oct 13 20:47:18 <Warofdreams> I like cfp's suggestion, although I had no problem with "engage"
Oct 13 20:47:44 <cfp> so in theory the conjunction of the two still is...
Oct 13 20:48:22 <cfp> i think "free license" is legally problematic
Oct 13 20:48:26 <cfp> i only just noticed that.
Oct 13 20:48:30 <mpeel> by the way: trios work best in english.
Oct 13 20:48:36 <mpeel> why is it legally problematic?
Oct 13 20:48:41 <cfp> true. well suggestion for a third leg?
Oct 13 20:48:44 <cfp> not defined
Oct 13 20:49:01 <cfp> not the understood use of the word free
Oct 13 20:49:24 <cfp> and i'm not sure "free as in freedom not free as in beer" is quite legalese...
Oct 13 20:50:03 <cfp> afk one sec.
Oct 13 20:50:06 <mpeel> "under a license that allows everyone to use, redistribute and modify" would be more accurate, but is way too long...
Oct 13 20:50:22 <AndrewRT> i think free license is key to what we do
Oct 13 20:50:40 <AndrewRT> as oppose to other knowledge bases
Oct 13 20:51:43 <AndrewRT> are we there then?
Oct 13 20:52:03 <mpeel> "The charity's object is to empower and encourage people to collect, develop and effectively disseminate knowledge and educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify it, by means including (but not limited to):"
Oct 13 20:52:04 <AndrewRT> The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge and educational, cultural and historic content under a free license or in the public domain by means including (but not limited to):
Oct 13 20:52:31 <AndrewRT> sorry... go with mpeel's one
Oct 13 20:53:19 <AndrewRT> Can we move on to last amendments?
Oct 13 20:53:29 <KTC> cfp Warofdreams ?
Oct 13 20:53:40 <Warofdreams> yes to mpeel's version
Oct 13 20:53:40 <KTC> (i'm not sure the "it" fits in"
Oct 13 20:53:58 <mpeel> I'm still not sure whether we're actually giving anyone power, i.e. I'm not keen on "empower".
Oct 13 20:54:12 <AndrewRT> ...aid and encourage...?
Oct 13 20:54:42 <mpeel> yes. sorry; didn't see that in your version.
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Oct 13 20:55:00 <Warofdreams> I prefer "empower" to "aid"; Wikipedia empowers people, we should empower people
Oct 13 20:55:11 <KTC> can we have a version that we can vote yes or no on?
Oct 13 20:55:17 <mpeel> what power does it give them that they wouldn't have otherwise?
Oct 13 20:55:20 <cfp> i have no preference betweeen empower and aid
Oct 13 20:55:35 <KTC> "Empowerment refers to increasing the spiritual, political, social or economic strength of individuals and communities. It often involves the empowered developing confidence in their own capacities."
Oct 13 20:55:46 <KTC> from en.wp
Oct 13 20:56:09 <mpeel> ok
Oct 13 20:56:26 <cfp> no sign of that meaning in the oed though, for what it's worth.
Oct 13 20:56:51 <AndrewRT> Can I propose:
Oct 13 20:56:53 <AndrewRT> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge and educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify it, by means including (but not limited to):"
Oct 13 20:57:15 <cfp> still the rogue "it"
Oct 13 20:57:25 <mpeel> I can't see a way to remove the "it".
Oct 13 20:57:27 <AndrewRT> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge and educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify, by means including (but not limited to):"
Oct 13 20:57:34 <KTC> we can just remove it ?
Oct 13 20:57:39 <cfp> "the licensed content"
Oct 13 20:57:50 <mpeel> we can't remove it if we're sticking with english...
Oct 13 20:58:08 <AndrewRT> im sure everyone will know what we mean either way!
Oct 13 20:58:11 <mpeel> "the content" would work
Oct 13 20:58:31 <AndrewRT> > "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge and educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify the content, by means including (but not limited to):"
Oct 13 20:59:02 <cfp> the -> said ?
Oct 13 20:59:22 <AndrewRT> huh?
Oct 13 20:59:28 <cfp> "said content"
Oct 13 20:59:41 <cfp> rather than "the content"
Oct 13 20:59:43 <AndrewRT> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge and educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify the said content, by means including (but not limited to):"
Oct 13 20:59:54 <mpeel> no "the" before said
Oct 13 21:00:06 <cfp> do we maybe want an "other" after knowledge and?
Oct 13 21:00:08 <AndrewRT> how very oxford :)
Oct 13 21:00:15 <AndrewRT> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge and 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):"
Oct 13 21:00:58 <AndrewRT> "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):"
Oct 13 21:01:17 <cfp> hmm i take that back. doesn't quite make sense does it.
Oct 13 21:01:30 <AndrewRT> which bit the "other"?
Oct 13 21:01:35 <cfp> yeah.
Oct 13 21:01:37 <mpeel> I'm happy with that, with or without the "other".
Oct 13 21:01:43 <KTC> <AndrewRT> "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):"
Oct 13 21:01:45 <KTC> yes or no
Oct 13 21:01:53 <AndrewRT> yes from me
Oct 13 21:02:08 <mpeel> yes
Oct 13 21:02:12 <Warofdreams> yes
Oct 13 21:02:13 <cfp> how about "such as" in place of "and other"
Oct 13 21:02:27 <cfp> but yes in either case.
Oct 13 21:02:57 <AndrewRT> Am I being premature or is that the objects agreed?
Oct 13 21:03:06 <AndrewRT> Or are there other amendments?
Oct 13 21:03:15 <mpeel> There are a couple of stray commas...
Oct 13 21:03:26 <KTC> are people happy with the subpoints ?
Oct 13 21:03:42 <AndrewRT> we voted on them staying in
Oct 13 21:03:49 <cfp> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge, such as 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):"
Oct 13 21:04:03 <KTC> AndrewRT, i meant what it actually say
Oct 13 21:04:14 <AndrewRT> sorry i get u now
Oct 13 21:04:17 <cfp> we certainly didn't vote on whether or not to mention wmf
Oct 13 21:04:40 <mpeel> actually, I take back my last comment: all commas seem to be present and correct, with no stray ones.
Oct 13 21:05:04 <AndrewRT> yes, we should discuss " 4. supporting the charitable work of the Wikimedia Foundation;"
Oct 13 21:05:10 <cfp> and maybe it should be "said knowledge" since that's the general one.
Oct 13 21:05:11 * wknight8111_ has quit (Client Quit)
Oct 13 21:05:29 <cfp> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge, such as educational, cultural and historic content, in the public domain or under a license that allows everyone to freely use, distribute and modify said knowledge, by means including (but not limited to):"
Oct 13 21:05:54 <KTC> let's go with cfp first, then subpoint 4
Oct 13 21:06:04 <AndrewRT> i agree - ktc
Oct 13 21:06:23 <AndrewRT> shall i update meta?
Oct 13 21:06:28 <KTC> mpeel, Warofdreams ?
Oct 13 21:06:37 <mpeel> cfp, which is your preferred, final version?
Oct 13 21:06:45 <cfp> the one i pasted last.
Oct 13 21:06:51 <mpeel> you're sure about it?
Oct 13 21:06:56 <mpeel> nothing else that you want to change?
Oct 13 21:06:59 <AndrewRT> modify said knowledge?
Oct 13 21:07:26 <mpeel> welcome to wikipedia. ;-)
Oct 13 21:07:31 <AndrewRT> hehe
Oct 13 21:07:40 <cfp> ha. no i guess that doesn't quite work does it.
Oct 13 21:07:48 <AndrewRT> u can tell we're all wikimedians
Oct 13 21:07:52 <Warofdreams> :)
Oct 13 21:08:14 <KTC> right, the chair propose "such as" and "said content"
Oct 13 21:08:37 <cfp> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate 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):"
Oct 13 21:08:57 <AndrewRT> no objections? lets move to #4
Oct 13 21:09:17 <Warofdreams> let's just agree it before the wording gets any more awkward
Oct 13 21:09:31 <AndrewRT> Are we done?
Oct 13 21:09:33 <mpeel> I support that last version of cfp's.
Oct 13 21:09:40 <AndrewRT> me too
Oct 13 21:09:44 <cfp> the only problem with such as and said content is that there's potential scope for a pedantic lawyer to say "ahh but knowledge that isn't ... content wasn't covered"
Oct 13 21:09:51 <KTC> <cfp> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate 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):"
Oct 13 21:09:59 <KTC> let just go with this
Oct 13 21:10:09 <cfp> is everyone sure about cutting "knowledge and"
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Oct 13 21:10:24 <cfp> i know we're all bored and frustrated, but it has to be right...
Oct 13 21:10:57 <AndrewRT> what do you propose?
Oct 13 21:11:03 <mpeel> I would prefer it in rather than out.
Oct 13 21:11:12 <mpeel> for completeness's sake
Oct 13 21:11:56 <KTC> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge, such as 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):"
Oct 13 21:12:01 <KTC> yes or no, final time
Oct 13 21:12:16 <AndrewRT> Yes
Oct 13 21:12:31 <AndrewRT> WarofDreams?
Oct 13 21:12:35 <AndrewRT> cfp? mpeel?
Oct 13 21:12:42 <Warofdreams> I think it's more awkward than the last version we voted on, and doesn't add anything, but it'll do
Oct 13 21:13:23 <KTC> well, either have it in, or out, we have been on this sentence for a while....
Oct 13 21:13:23 <cfp> which version were you referring to?
Oct 13 21:13:36 <KTC> <KTC> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate knowledge, such as 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):"
Oct 13 21:14:00 <cfp> i was asking wod
Oct 13 21:14:15 <Warofdreams> I meant "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):"
Oct 13 21:14:42 <cfp> "said content" still doesn't relaly work when the content is not all the knowledge we're distributing
Oct 13 21:14:52 <cfp> that's my only slight qulalm
Oct 13 21:14:56 <KTC> said content refer to the license
Oct 13 21:15:50 <KTC> mpeel ?
Oct 13 21:16:26 <cfp> "The charity's object is to aid and encourage people to collect, develop and effectively disseminate epistemic, 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):"
Oct 13 21:16:39 <cfp> that puts knowledge back in and escapes my pedantic objection.
Oct 13 21:16:40 <mpeel> I understand cfp's qualm. I prefer the version that wod posted.
Oct 13 21:16:40 <AndrewRT> Let's move on
Oct 13 21:16:59 <AndrewRT> Two versions, majority vote then lets leave it
Oct 13 21:17:46 <AndrewRT> how about mpeel u propose one, cfp you propose the other
Oct 13 21:18:08 <KTC> i have enough of this, <http://en.wikipedia.org/wiki/User:KTC/Sandbox>, put it in order as a vote, and the "winner" is the one we adopt
Oct 13 21:19:06 <AndrewRT> me #2
Oct 13 21:19:50 <mpeel> I also favour #2.
Oct 13 21:19:58 <AndrewRT> cfp?
Oct 13 21:20:00 <AndrewRT> KTC?
Oct 13 21:20:06 <AndrewRT> WarofDreams?
Oct 13 21:20:19 <Warofdreams> just checking the differences
Oct 13 21:20:37 <Warofdreams> i've added an (hopefully) uncontroversial comma to two versions which didn't have it
Oct 13 21:20:50 <mpeel> I think that #2 joins knowledge with content sufficiently that we've covered from cfp's qualm.
Oct 13 21:20:59 <KTC> cfp ?
Oct 13 21:21:01 <Warofdreams> yes, #2 is my favourite
Oct 13 21:21:06 <cfp> ok well i'll bow to consensus
Oct 13 21:21:21 <KTC> number 2 it is
Oct 13 21:21:36 <mpeel> wod: the comma should only be there if there is one after knowledge.
Oct 13 21:21:36 <KTC> right, subpoint 4 -> "4. supporting the charitable work of the Wikimedia Foundation;" yes or no
Oct 13 21:21:50 <cfp> i guess any "knowledge" is "educational content" so my issue with "other" maybe wasn't justified.
Oct 13 21:22:02 <cfp> no
Oct 13 21:22:08 <AndrewRT> meta updated
Oct 13 21:22:16 <AndrewRT> #4: Yes
Oct 13 21:22:20 <Warofdreams> mpeel: quite right. please cut my unneeded comma
Oct 13 21:22:44 <KTC> someone deal with the commas, ##4 please
Oct 13 21:22:52 <AndrewRT> WarofDreams? mpeel? "4. supporting the charitable work of the Wikimedia Foundation;"
Oct 13 21:23:22 <mpeel> Keep it in. We're sufficiently covered if WMF decides to stop being charitable.
Oct 13 21:23:26 <Warofdreams> we heard last week that this is based on a Charity Commission example, given that, I'm fine with it
Oct 13 21:23:51 <KTC> charcom is okay with something like this if it's not the only object
Oct 13 21:24:11 <KTC> you are planning to do all this charitable objects, which include supporting this group etc
Oct 13 21:24:11 <AndrewRT> that's agreed then
Oct 13 21:24:14 <KTC> they're okay with that
Oct 13 21:24:32 <KTC> um, there was a no with cfp, yes with AndrewRT, yes with mpeel
Oct 13 21:24:34 <KTC> Warofdreams ?
Oct 13 21:24:44 <KTC> sorry
Oct 13 21:24:48 <Warofdreams> yes
Oct 13 21:24:48 <KTC> that's a yes
Oct 13 21:25:19 <AndrewRT> i dont think any of the other subpoints had any objections
Oct 13 21:25:25 <AndrewRT> is that right?
Oct 13 21:26:06 <Warofdreams> I don't recall any
Oct 13 21:26:06 <cfp> do we have a positive reason for keeping it in though?
Oct 13 21:26:28 <AndrewRT> is anyone proposong that we take any out?
Oct 13 21:26:59 <mpeel> cfp: supporting WMF and its projects is fundamental to what we want to do.
Oct 13 21:27:00 <cfp> oh this was 4 still.
Oct 13 21:27:08 <cfp> yes but we have that covered in everything else
Oct 13 21:27:21 <cfp> without explicitly mentioning them
Oct 13 21:27:26 <AndrewRT> i thought no 4 was decided by a majority vote? KTC please clarify
Oct 13 21:27:49 <KTC> *sigh*
Oct 13 21:27:50 <Warofdreams> cfp: probably, but if WMF decides to do something new, this will empower us to support without modifying the MoA
Oct 13 21:27:54 <cfp> what do we possibly gain by tieing ourselves to them, other than possible pain from the charity comission etc
Oct 13 21:28:02 <mpeel> sorry if my comment caused confusion. We've decided on this already.
Oct 13 21:28:03 <cfp> yes it passed a majority vote.
Oct 13 21:28:24 <AndrewRT> in that case, lets move on
Oct 13 21:28:25 <cfp> but given the lack of discussion, restating the case seemed appropriate.
Oct 13 21:28:38 <KTC> cfp, the charcom have no problem with something that say "supporting the charitable work of ..."
Oct 13 21:28:45 <Warofdreams> cfp: and also so there's no doubt as to whether something the WMF do now which we wish to support is covered
Oct 13 21:28:49 <KTC> note the "chartitable work" part
Oct 13 21:29:07 <AndrewRT> ok, fair enough: my reason for yes is i'd like us to donate funds to the WMF and this makes it clear cut that we can
Oct 13 21:29:58 <mpeel> Moving on? I am happy with the objectives as they stand now.
Oct 13 21:30:08 <KTC> moving on
Oct 13 21:30:13 <Warofdreams> I'm also happy with them
Oct 13 21:30:13 <cfp> i give up. move on...
Oct 13 21:30:50 <KTC> any objection to the rest of the MoA
Oct 13 21:30:57 <AndrewRT> none from me
Oct 13 21:30:58 <KTC> (we agreed on it last week)
Oct 13 21:31:07 <Warofdreams> yep. It's all good.
Oct 13 21:31:25 <mpeel> Acceptible witnesses.
Oct 13 21:31:37 <cfp> ?
Oct 13 21:31:41 <mpeel> I noted that this was added by "Vandalismterminator" recently.
Oct 13 21:31:57 <AndrewRT> note: he was confimed as a sockpuppet of Chris Wood
Oct 13 21:32:14 <cfp> revert his edit then whatever it was. seems like nonsense.
Oct 13 21:32:19 <KTC> that's not a point under discussion
Oct 13 21:32:22 <mpeel> is the signing of this document witnessed by someone legal, or is it just someone that we know?
Oct 13 21:32:23 <AndrewRT> Could someone take that as an action point to investigate - doesn't have to be confirmed now
Oct 13 21:32:30 <KTC> we get a witness when we want to sign the bloody thing
Oct 13 21:32:35 <KTC> not when discussing the language
Oct 13 21:33:11 <mpeel> I just want to be clear on who the witness(es) should be.
Oct 13 21:33:15 <Warofdreams> if we're getting a legal witness, then they clearly won't have known us all for two years
Oct 13 21:33:39 <KTC> note in the minutes for someone (who?) to check up the requirement please
Oct 13 21:33:39 <mpeel> AndrewRT, do you have input here?
Oct 13 21:33:48 <AndrewRT> Could I take that as an action point to investigate - doesn't have to be confirmed now
Oct 13 21:33:54 <mpeel> OK, that's fine with me.
Oct 13 21:33:58 <AndrewRT> Don't know off the top of my head
Oct 13 21:34:01 <mpeel> let's move on.
Oct 13 21:34:14 <KTC> AoA
Oct 13 21:34:15 <Warofdreams> Tango says: "The documents are witnessed by someone you know, Form 12 is witnessed by a solicitor/JP or similar"
Oct 13 21:34:25 <KTC> let's just double check as a minutes action
Oct 13 21:34:27 <KTC> and move on
Oct 13 21:34:47 <mpeel> for the record: I have no other comments / objections to the MoA.
Oct 13 21:34:48 <Warofdreams> good.
Oct 13 21:34:56 <KTC> right, 5 minutes break ?
Oct 13 21:35:01 <Warofdreams> (re: KTC et al)
Oct 13 21:35:13 <AndrewRT> yes could I? As we've been going 2 hours
Oct 13 21:35:42 <KTC> i read 21:35, carry on 21:40
Oct 13 21:40:39 <AndrewRT> we all back?
Oct 13 21:40:54 <KTC> y
Oct 13 21:41:00 <Warofdreams> y
Oct 13 21:41:00 <mpeel> yes
Oct 13 21:41:10 <AndrewRT> what's the plan for tonight?
Oct 13 21:41:18 <KTC> ?
Oct 13 21:41:20 <AndrewRT> stay till it's done or do people have a cut off time?
Oct 13 21:41:31 <mpeel> BTW, I've updated the name of the company in a couple of places in the AoA. They may need square brackets adding back if they're needed.
Oct 13 21:41:33 <Warofdreams> i'd really like to be done by 22:30
Oct 13 21:41:42 <mpeel> I'm happy to stay until it's done.
Oct 13 21:41:53 <KTC> mpeel, those [] don't exist in the final docs
Oct 13 21:41:53 <AndrewRT> KTC?
Oct 13 21:41:54 <mpeel> ("it" being the MoA/AoA)
Oct 13 21:41:59 <KTC> it's just there so we can see what's inserted
Oct 13 21:42:12 <mpeel> KTC: OK, I'll add them back.
Oct 13 21:42:30 <KTC> i'm not doing anything tonight, but i'll obviously want this meeting to end ASAP
Oct 13 21:42:39 <KTC> right, um, cfp?
Oct 13 21:42:43 <cfp> yup
Oct 13 21:42:50 <AndrewRT> I'm ok to stay till 10:30
Oct 13 21:42:53 <KTC> http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Board_meetings/2008-10-13/Agenda
Oct 13 21:43:00 <KTC> 5.2 - AoA
Oct 13 21:43:03 <cfp> i don't think i was being unreasonable. please just say so if you think i am.
Oct 13 21:43:11 <KTC> any objection to clause 1 - 3?
Oct 13 21:43:36 <AndrewRT> huh cfp?
Oct 13 21:43:41 <cfp> we agreed them the other day
Oct 13 21:43:46 <mpeel> no objection to 1-3 here
Oct 13 21:43:51 <Warofdreams> no objection to 1-3
Oct 13 21:43:52 <cfp> onwards.
Oct 13 21:43:56 <KTC> yes we did, just double checking
Oct 13 21:44:10 <AndrewRT> no objection to 1-3
Oct 13 21:44:19 <KTC> and also why i'm doing 1-3 and not each clause on its own
Oct 13 21:44:31 <KTC> right clause 4
Oct 13 21:45:00 <KTC> 4.4 (a)
Oct 13 21:45:06 <KTC> 21 days / 14 days ?
Oct 13 21:45:16 <AndrewRT> I suggested stick with 21 as it's safer
Oct 13 21:45:31 <AndrewRT> Rationale here http://meta.wikimedia.org/wiki/Talk:Wikimedia_UK_v2.0/AoA#AndrewRT.27s_input
Oct 13 21:45:41 <cfp> fine.
Oct 13 21:45:58 <AndrewRT> Someone wanted to reduce, i cant remember who?
Oct 13 21:45:59 <mpeel> 21 days is fine with me.
Oct 13 21:46:05 <KTC> AndrewRT, i put in the note
Oct 13 21:46:08 <Warofdreams> 21 is fine with me
Oct 13 21:46:17 <KTC> i have no preference either way, just a note
Oct 13 21:46:27 <KTC> right, 4.5 appeal
Oct 13 21:46:43 <cfp> i vote for tango's clean simple suggestion.
Oct 13 21:46:47 <KTC> version 1, version 2, version 3?
Oct 13 21:46:53 <Warofdreams> yes, I like version 3
Oct 13 21:46:53 <cfp> option 3
Oct 13 21:47:05 <AndrewRT> option 3
Oct 13 21:47:07 <mpeel> I like the simplicity of 3.
Oct 13 21:47:11 <KTC> can i have it say "at the next general meeting" ?
Oct 13 21:47:24 <AndrewRT> yes that's a good idea
Oct 13 21:47:25 <Warofdreams> good point
Oct 13 21:47:50 <mpeel> issue with that is if they're expelled the day before.
Oct 13 21:47:54 <cfp> not sure it's necessary. why can't it be overturned in 10 years time if suddenly that user has a swell of support
Oct 13 21:48:13 <Warofdreams> it stops arguments dragging on for ages
Oct 13 21:48:29 <Warofdreams> if they have a swell of support 10 years on, they can just rejoin
Oct 13 21:48:36 <KTC> we're talking about the appeal of termination
Oct 13 21:48:49 <KTC> there's nothing stopping a board accepting a new application afterwards
Oct 13 21:48:55 <cfp> k
Oct 13 21:49:11 <mpeel> "at the next announced general meeting"?
Oct 13 21:49:29 <AndrewRT> mpeel how would that differ from "at the next general meeting"?
Oct 13 21:49:40 * Washing has quit (Client Quit)
Oct 13 21:49:48 <cfp> <Tango42> ditch the "at a general meeting" part - there's no reason why it can't be a written resolution
Oct 13 21:49:51 <mpeel> the aim was to give at least 21 days warning prior to the meeting happening.
Oct 13 21:50:00 <cfp> ahh clever.
Oct 13 21:50:03 <mpeel> I like Tango42's suggestion.
Oct 13 21:50:29 <AndrewRT> sometimes resolutions of directors are called "Ordinary Resolutions"
Oct 13 21:50:36 <AndrewRT> what was tango's suggestion?
Oct 13 21:50:44 <Warofdreams> cfp posted it
Oct 13 21:50:48 <AndrewRT> oh sorry got it
Oct 13 21:51:11 <cfp> i'm happy either way.
Oct 13 21:51:13 <mpeel> although "prior to the next announced general meeting" might be better, to incorporate the time restriction...
Oct 13 21:51:43 <mpeel> * "at or prior"
Oct 13 21:52:05 <AndrewRT> mpeel could you propose some text?
Oct 13 21:52:33 <mpeel> 4.5 Any such termination may be overturned by an ordinary resolution at, or prior to, the next announced general meeting.
Oct 13 21:53:03 <cfp> fine.
Oct 13 21:53:10 <Warofdreams> looks good
Oct 13 21:53:11 <AndrewRT> woudl you mind: "4.5 Any such termination may be overturned by an ordinary resolution of members at, or prior to, the next announced general meeting.
Oct 13 21:53:20 <mpeel> so long as "next announced general meeting" clearly means the next general meeting to be announced, rather than any iminently occurring...
Oct 13 21:53:22 <AndrewRT> sometimes resolutions of directors are called "Ordinary Resolutions"
Oct 13 21:53:44 <Warofdreams> "<Tango42> ordinary resolution has a meaning set down in the Companies Act 2006 and it refers to resolutions of members"
Oct 13 21:53:44 <mpeel> AndrewRT: I don't mind either way.
Oct 13 21:53:49 <cfp> seems like a sensible clarification.
Oct 13 21:54:02 <Warofdreams> but it wouldn't hurt
Oct 13 21:54:05 <AndrewRT> I have seen it used for meetings of directors
Oct 13 21:54:48 <cfp> agree with wod. it can't hurt can it.
Oct 13 21:55:06 <AndrewRT> Is everyone happy with: "4.5 Any such termination may be overturned by an ordinary resolution of members at, or prior to, the next announced general meeting"
Oct 13 21:55:14 <cfp> y.
Oct 13 21:55:16 <Warofdreams> yes
Oct 13 21:55:21 <KTC> y
Oct 13 21:55:25 <mpeel> yes
Oct 13 21:55:26 <AndrewRT> mpeel?
Oct 13 21:55:32 <AndrewRT> i'll amend meta
Oct 13 21:55:51 <KTC> clause 5 & 6. yes ?
Oct 13 21:56:17 <mpeel> should there be a minimum length between AGMs?
Oct 13 21:56:27 <mpeel> sorry: ignore that.
Oct 13 21:56:36 <mpeel> didn't spot "each subsequent year"
Oct 13 21:56:48 <KTC> annual, mpeel :p
Oct 13 21:56:58 <AndrewRT> I'm happy with all of 5 & 6
Oct 13 21:57:01 <cfp> me too.
Oct 13 21:57:03 <Warofdreams> i'm happy
Oct 13 21:57:07 <KTC> any other meeting is just general meeting
Oct 13 21:57:13 <mpeel> I would note that as it stands, you could have an AGM in December, followed by the next in January.
Oct 13 21:57:14 <KTC> i.e. you don't have to present accounts etc.
Oct 13 21:57:23 <mpeel> but I guess that's standard.
Oct 13 21:57:34 <AndrewRT> it is standard yes
Oct 13 21:57:35 <mpeel> I have no objections to clauses 5&6.
Oct 13 21:57:56 <KTC> Clause 7 : Quorum
Oct 13 21:57:59 <AndrewRT> Actually, one point I raised on the email list: 5.1 The charity must hold its first Annual General Meeting within eighteen months after the date of its incorporation.
Oct 13 21:58:07 <KTC> okay, back to AndrewRT
Oct 13 21:58:08 <AndrewRT> we've agreed to do it within 6 months
Oct 13 21:58:12 <AndrewRT> (sorry)
Oct 13 21:58:27 <cfp> i'm happy with that change.
Oct 13 21:58:29 <AndrewRT> but we're happy to leave the Articles at 18 months?
Oct 13 21:58:39 <AndrewRT> or do we wnat to change to 6?
Oct 13 21:58:45 <cfp> well if we've agreed to do it, lets make it binding.
Oct 13 21:58:49 <KTC> i'm happy with the AoA say 18 months
Oct 13 21:58:58 <KTC> but we're aiming for 6 months ourself
Oct 13 21:59:10 <mpeel> I would prefer being legally bound to 18 months for flexibility, but with the understanding that we're aiming for 6 months.
Oct 13 21:59:21 <mpeel> that way, we can overrun by a short period if need be.
Oct 13 21:59:32 <AndrewRT> WarofDreams?
Oct 13 21:59:59 <Warofdreams> I'm happy with 18; if we massively mess something up and get thrown out, it'd give someone else a shot at getting the org to work
Oct 13 22:00:15 <AndrewRT> ok lets go with that then
Oct 13 22:00:17 <cfp> yeah ok.
Oct 13 22:00:30 <AndrewRT> sorry, onto 7
Oct 13 22:00:33 <KTC> clause 7
Oct 13 22:00:49 <KTC> "7.2 A quorum is the greater of:" ?
Oct 13 22:00:58 <AndrewRT> Quorum was suggested at 10; others said smaller number
Oct 13 22:00:59 <cfp> i'm happy with a quorum of 10 since i'm apparently the only person sceptical about whether we'll get it.
Oct 13 22:01:15 <AndrewRT> I think the minimum should be 10% of membership or 10, whichever is greater. My rationale is I see the general meetings as a counterweight to the Board. A general meeting of 5 directors plus 4 non-director members would be dominated by the Board. Remember the quorum includes proxy votes - which I imagine many members would use - and if we do fail to reach quorum we could simply delay the...
Oct 13 22:01:17 <AndrewRT> ...meeting a week and the reconvened meeting effectively has no quorum so we wouldn't reach any kind of deadlock (ref Art 7.4 and 7.5)
Oct 13 22:01:23 <Warofdreams> i'm happy with that
Oct 13 22:01:25 <AndrewRT> (from what i wrote earlier)
Oct 13 22:02:07 <AndrewRT> KTC? mpeel? Happy with 10?
Oct 13 22:02:12 <KTC> yes
Oct 13 22:02:19 <mpeel> so long as we're 100% sure that we can get >= 10 members to the next AGM, then I'm happy with that. Otherwise, we should lower the number.
Oct 13 22:02:44 <KTC> if we can't get 10 people to turn up, i'm not conviced we should exist..
Oct 13 22:03:00 <cfp> probably true.
Oct 13 22:03:05 <AndrewRT> f we dont we could just reconvene a week later and there's no quorum
Oct 13 22:03:17 <mpeel> OK.
Oct 13 22:03:19 <mpeel> I'm happy with 10.
Oct 13 22:03:28 <AndrewRT> I think we will if we include proxies
Oct 13 22:03:34 <AndrewRT> as we're agreed I'll change meta
Oct 13 22:03:38 <KTC> clause 8 - 9 then
Oct 13 22:03:42 <KTC> yes AndrewRT , thanks
Oct 13 22:03:57 <cfp> seem fine.
Oct 13 22:04:05 <AndrewRT> i'm ok with these
Oct 13 22:04:12 <mpeel> I'm fine with 8-9.
Oct 13 22:04:39 <AndrewRT> WarofDreams? KTC?
Oct 13 22:04:40 <Warofdreams> yes, these are good
Oct 13 22:04:47 <KTC> clause 10 - voting
Oct 13 22:04:55 <AndrewRT> i'm fine with this
Oct 13 22:04:59 <KTC> i can't remember why this was down as a discussion point last week
Oct 13 22:05:02 <KTC> anyone?
Oct 13 22:05:17 <AndrewRT> There is an issue about voting for directors
Oct 13 22:05:17 <mpeel> this isn't the part which involves the election of new board members, is it?
Oct 13 22:05:25 <AndrewRT> mpeel: yes that's what I though
Oct 13 22:05:32 <Warofdreams> whether we wanted to specify the procedure to be used for voting
Oct 13 22:05:48 <AndrewRT> mpeel, WOD: That part would come later
Oct 13 22:06:06 <mpeel> could you specify where later, please?
Oct 13 22:06:06 <AndrewRT> under Art 14.1
Oct 13 22:06:11 <Warofdreams> exactly; I think we picked out the wrong section number for discussion
Oct 13 22:06:14 <AndrewRT> sorry 17.1
Oct 13 22:06:23 <mpeel> ok, thank you.
Oct 13 22:06:26 <cfp> 10 seems fine.
Oct 13 22:06:53 <Warofdreams> yes, it's all standard
Oct 13 22:07:15 <KTC> clause 11 - 13
Oct 13 22:07:43 <Warofdreams> this all looks uncontroversial
Oct 13 22:07:44 <AndrewRT> All standard, I have no objections
Oct 13 22:08:09 <AndrewRT> I take it we have no plans to accept organisations as members at the moment?
Oct 13 22:08:16 <mpeel> fine with me
Oct 13 22:08:21 <cfp> i'm just rereading the provisions on electronic notification of proxies
Oct 13 22:08:41 <KTC> AndrewRT, we haven't talked about membership class etc.
Oct 13 22:08:49 <KTC> a subject for future meeting
Oct 13 22:09:06 <cfp> seems fine though.
Oct 13 22:09:07 <AndrewRT> KTC: yes that makes sense
Oct 13 22:09:13 <mpeel> AndrewRT, is there anything that precludes accepting organizations as members in the AoA/MoA?
Oct 13 22:09:17 <Warofdreams> the AoA is just permissive; mentioning org members doesn't mean that we have to have them
Oct 13 22:09:17 <AndrewRT> no
Oct 13 22:09:28 <mpeel> AndrewRT: thanks
Oct 13 22:09:49 <KTC> clause 14
Oct 13 22:09:58 <AndrewRT> 14.1
Oct 13 22:10:11 <AndrewRT> I can see three options:
Oct 13 22:10:18 <AndrewRT> (1) 18+ only
Oct 13 22:10:22 <AndrewRT> (2) 16+ only
Oct 13 22:10:31 <AndrewRT> (3) 16+ with proviso as drafted
Oct 13 22:10:49 <cfp> "is under 18" should be "would be under 18"
Oct 13 22:11:04 <AndrewRT> i agree with cfp
Oct 13 22:11:19 <AndrewRT> Does everyone agree with option (3)
Oct 13 22:11:21 <cfp> i'm happy with option 3 other than that though
Oct 13 22:11:22 <Warofdreams> I like (3); it's as permissive as it can be without it being likely to be difficult to get past the Charity Comm or to get a bank account organised
Oct 13 22:11:33 <KTC> 3
Oct 13 22:11:35 <AndrewRT> or would they prefer another?
Oct 13 22:11:41 <mpeel> 3 so long as it will be fine with chapcom/the charity commission
Oct 13 22:12:32 <AndrewRT> it's based on the "guidance" from the Charity Commission at http://www.charity-commission.gov.uk/supportingcharities/under18scc30.asp
Oct 13 22:12:54 <KTC> right. clause 15
Oct 13 22:13:21 <AndrewRT> No
Oct 13 22:13:27 <KTC> no what?
Oct 13 22:13:29 <AndrewRT> Sorry, other thinigs to discuss on clause 14
Oct 13 22:13:34 <KTC> okay
Oct 13 22:13:38 <cfp> i'm happy with no cap on maximum number of directors
Oct 13 22:13:43 <KTC> sorry, missed that
Oct 13 22:13:54 <KTC> 14.3
Oct 13 22:14:01 <AndrewRT> Maximum number of directors
Oct 13 22:14:08 <AndrewRT> I would like to propose 5
Oct 13 22:14:19 <Warofdreams> I think 5 is too low
Oct 13 22:14:28 <AndrewRT> Rationale: Directors would only be able to co-opt new directors to replace ones that have resigned
Oct 13 22:14:49 <Warofdreams> When the organisation is larger, 10 or even more would be a perfectly reasonable number
Oct 13 22:15:15 <AndrewRT> Are u happy with the idea of directors appointing new directors?
Oct 13 22:15:16 <cfp> the "10 or one tenth the number of members, whichever is greater" is reasonable enough
Oct 13 22:15:24 <cfp> but it seems superfluous to have any cap at all
Oct 13 22:15:45 <cfp> isn't that a voting issue?
Oct 13 22:15:58 <cfp> i thought all directors had to pass approval voting of the membership
Oct 13 22:16:04 <AndrewRT> no
Oct 13 22:16:14 <Warofdreams> As Tango suggests, why don't we leave it for an ordinary resolution? Any of us can propose a cap at the first AGM
Oct 13 22:16:15 <mpeel> not according to 17.4, they don't
Oct 13 22:16:25 <AndrewRT> that's the point - under these articles the directors could appoint a new person to join them
Oct 13 22:16:31 <AndrewRT> that's teh bit I'm unsure of
Oct 13 22:16:45 <cfp> oh yeah, i was thinking the cooption provision was just for special circumstances
Oct 13 22:16:51 <cfp> perhaps we should make it so.
Oct 13 22:16:52 <Warofdreams> it is standard, although I don't like the practice
Oct 13 22:17:14 <AndrewRT> how could we do this cfp?
Oct 13 22:17:15 <cfp> unanimity is a reasonable safe guard i think
Oct 13 22:17:16 <Warofdreams> but co-opting to replace someone who has resigned might prove essential
Oct 13 22:17:27 <cfp> and 1/3 of the directors would have to resign at the next agm anyway
Oct 13 22:17:33 <cfp> (or all if we want)
Oct 13 22:17:38 <AndrewRT> plus all co-opted directors
Oct 13 22:17:47 <mpeel> can't we put a proviso into 17.4 saying that directors could only appoint new directors to fill places vacated by retirement?
Oct 13 22:17:55 <cfp> yeah exactly.
Oct 13 22:17:55 <AndrewRT> yes we could
Oct 13 22:18:04 <AndrewRT> I'd be happy with that instead
Oct 13 22:18:16 <AndrewRT> in fact it would probably be better than a limit
Oct 13 22:18:29 <AndrewRT> ok shall we come back to this later?
Oct 13 22:18:33 <KTC> ok
Oct 13 22:18:50 <cfp> if we're going to finish these tonight wouldn't it make sense to do ti now
Oct 13 22:18:59 <cfp> we're agreed, it's just wording.
Oct 13 22:19:07 <Warofdreams> when we come back to this, we should also consider what if not all the positions are filled at the AGM
Oct 13 22:19:17 <cfp> oh i see what you mean, when we get to 17.4.
Oct 13 22:19:20 <cfp> sorry that is sensible.
Oct 13 22:19:34 <AndrewRT> I'm fine with the rest of 14/15
Oct 13 22:19:36 <cfp> so are we agreed on no maximum then?
Oct 13 22:19:44 <Warofdreams> I agree
Oct 13 22:19:54 <mpeel> I agree with no maximum in the AoA.
Oct 13 22:20:00 <cfp> yes happy with 14/15 as is
Oct 13 22:20:18 <AndrewRT> cfp: I think so, as long as noone has any objections?
Oct 13 22:20:32 <KTC> clause 16 then
Oct 13 22:20:48 <cfp> i'd still quite like to make retirement for everyone compulsory.
Oct 13 22:20:49 <AndrewRT> one third reture or all retire?
Oct 13 22:20:53 <cfp> give me a min to justify myself
Oct 13 22:20:59 <AndrewRT> please
Oct 13 22:21:25 <cfp> firstly, our approval voting system would work a lot better with everyone being forced to resign
Oct 13 22:21:35 <cfp> secondly, though i understand the points about continuity
Oct 13 22:21:47 <cfp> i think it's reasonable to expect that the membership would as well
Oct 13 22:22:03 <cfp> and unless someone had done an awful job, they'd have a pretty decent shot at getting reelected
Oct 13 22:22:19 <cfp> if they failed to get reeelected, then that suggests they'd done something pretty wrong
Oct 13 22:22:24 <cfp> and so probably shoulnd't be there
Oct 13 22:22:36 <Warofdreams> i agree with cfp; also
Oct 13 22:22:38 <Warofdreams> it's unlikely that standing for the board will become a vicious political bloodbath
Oct 13 22:22:56 <AndrewRT> i dont have a hige amount of experience with approval voting - do you tend to get much re-election or much turnover?
Oct 13 22:23:08 <Warofdreams> so anyone who wasn't prepared to restand probably wouldn't have much commitment to the organisation
Oct 13 22:23:50 <mpeel> one point here: are we considering approval voting per position, or to be a director?
Oct 13 22:24:10 <cfp> it has to be to be a director i guess.
Oct 13 22:24:13 <AndrewRT> well, I'm happy with the full board up for re-election every year
Oct 13 22:24:18 <Warofdreams> I would say to be a director, then let the board agree the positions
Oct 13 22:24:28 <KTC> you've all been to uni at some stage, everyone up for election every year can be a pain in the backside
Oct 13 22:24:29 <AndrewRT> mpeel: do you mean direct election of chair?
Oct 13 22:24:31 <AndrewRT> etc
Oct 13 22:24:31 <KTC> but i'm not too fussed
Oct 13 22:24:38 <mpeel> AndrewRT: yes
Oct 13 22:24:44 <mpeel> it sets the community choose the best person for the job
Oct 13 22:24:58 <mpeel> sorry: sets=lets
Oct 13 22:25:02 <Warofdreams> KTC: that's usually because uni sabbaticals are there for one year only
Oct 13 22:25:13 <Warofdreams> with no option of re-standing
Oct 13 22:25:22 <AndrewRT> Can we deal with annual election first and then direct elections?
Oct 13 22:25:46 <KTC> well, the law mean you can restand one time, but some uni prohibt it (getting OT...)
Oct 13 22:25:47 <mpeel> I view them as entwined
Oct 13 22:25:47 <KTC> anyway
Oct 13 22:25:59 <AndrewRT> are they?
Oct 13 22:26:22 <mpeel> if you're not having annual elections, then you know which posts the candidates are standing for, pretty much.
Oct 13 22:26:45 <mpeel> e.g.: chair and sec stand down, you know that you're electing for those positions.
Oct 13 22:26:52 <KTC> no you don't
Oct 13 22:26:58 <KTC> you elect people to the board
Oct 13 22:27:06 <KTC> who then decide who to be chair
Oct 13 22:27:11 <KTC> well, that's one option anyway
Oct 13 22:27:31 <mpeel> OK. I'll leave this issue for now, then.
Oct 13 22:27:55 <Warofdreams> I like that option; the community can elect their preferred candidates, who then decide who is best placed to be chair, sec, treas, etc
Oct 13 22:28:04 <AndrewRT> I personally prefer having the officers elected by the Board
Oct 13 22:28:12 <AndrewRT> but I've seen both and they both have advantages
Oct 13 22:29:04 <AndrewRT> Should we decide first on whether to have direct elections of the officers then?
Oct 13 22:29:12 <Warofdreams> yes, the advantage of having the officers elected by the members really comes if you want people with specialised experience
Oct 13 22:29:53 <KTC> right, what do people want?
Oct 13 22:30:04 <cfp> and potentially allocation roles may not always be smooth
Oct 13 22:30:08 <KTC> election to the board / election to the board with a specific position in mind
Oct 13 22:30:11 <cfp> i'm kind of torn really.
Oct 13 22:30:42 <AndrewRT> I think direct elections tend to engage teh voters more, but are also more divisive
Oct 13 22:30:51 <AndrewRT> they're more exciting
Oct 13 22:30:55 <Warofdreams> the big advantage of the board electing the officers is that you don't lose a good candidate just because they've gone for a post which another good candidate wins
Oct 13 22:31:07 * KTC was typing what Warofdreams just said
Oct 13 22:31:59 <cfp> yes. that's a good point.
Oct 13 22:32:19 <cfp> i guess you'd have to let people stand for multiple positions
Oct 13 22:32:23 <cfp> and elect them sequentially
Oct 13 22:32:51 <Warofdreams> the difficulty there is with the sequence
Oct 13 22:33:03 <cfp> well in terms of power i guess?
Oct 13 22:33:32 <cfp> chair, sec, treasurer ... it's ultimately arbitrary.
Oct 13 22:33:34 <Warofdreams> if someone wants to be chair, but would also be happy as secretary, and the secretary election is first, do they stand?
Oct 13 22:33:51 <AndrewRT> it's ends up being a bit of a game
Oct 13 22:34:02 <cfp> yeah i guess in that situation everyone ends up standing for the first position anyway
Oct 13 22:34:02 <AndrewRT> u stand for a position if u think you'll get it
Oct 13 22:34:26 <cfp> i'm happy with the board allocating positions in light of the above discussion.
Oct 13 22:34:34 <cfp> (election to the board)
Oct 13 22:34:39 <AndrewRT> Me too
Oct 13 22:34:44 <Warofdreams> at the moment, we're not looking for people with highly specialised experience, so I'd prefer to have the board allocate the positions
Oct 13 22:34:56 <AndrewRT> All agreed then? mpeel? KTC?
Oct 13 22:35:20 <mpeel> I'm happy for the board to allocate permissions.
Oct 13 22:35:27 <Warofdreams> if, for example, we needed a legal expert on board at a later date, we might need to look at this again - but if that arise, I hope it'll be well into the future
Oct 13 22:35:29 <KTC> cool cool
Oct 13 22:35:45 <KTC> brb
Oct 13 22:35:53 <mpeel> sorry: positions, not permissions. :-/
Oct 13 22:35:59 <AndrewRT> I notice it's just gone 10:30
Oct 13 22:36:05 <AndrewRT> are we all ok to continue?
Oct 13 22:36:20 <AndrewRT> At the rate we'll hopefully be done by 11
Oct 13 22:36:27 <KTC> back
Oct 13 22:36:46 <Warofdreams> yes, but I can't do much longer - if we get through the AoA, I'd like to adjourn then.
Oct 13 22:36:53 <cfp> we're nearly there it seems
Oct 13 22:37:01 <AndrewRT> ok good
Oct 13 22:37:27 <KTC> right, next clause
Oct 13 22:37:40 <AndrewRT> erm
Oct 13 22:37:43 <mpeel> back to section 16?
Oct 13 22:37:48 <AndrewRT> did we decide on annual elections?
Oct 13 22:37:57 <KTC> i thought we did
Oct 13 22:38:04 <AndrewRT> to do them?
Oct 13 22:38:07 <KTC> yes
Oct 13 22:38:19 <Warofdreams> I thought so, too.
Oct 13 22:38:22 <AndrewRT> ok
Oct 13 22:38:29 <AndrewRT> I'll draft some words
Oct 13 22:38:34 <KTC> we'll need to reword the docs
Oct 13 22:38:42 <KTC> thanks AndrewRT
Oct 13 22:38:46 <mpeel> I'm lost: which section are we talking about now?
Oct 13 22:38:52 <cfp> 16
Oct 13 22:38:57 <cfp> (i think)
Oct 13 22:39:05 <KTC> we agreed (i thought) to annual election of everyone,
Oct 13 22:39:07 <cfp> we decided everyone should retire?
Oct 13 22:39:16 <KTC> where the election is to the board in general
Oct 13 22:39:16 <mpeel> I'm still not entirely happy with re-electing everyone, on the basis of continuity.
Oct 13 22:39:32 <KTC> mpeel, i'm not conviced either, but i don't mind either way
Oct 13 22:40:12 <mpeel> I'd like to suggest that 1/2 of the people retire each AGM, rather than all.
Oct 13 22:40:25 <AndrewRT> I think having annual elections under approval voting will give us quite a bit of continuity anyway
Oct 13 22:41:45 <mpeel> cfp, warofdreams, any opinions here?
Oct 13 22:41:50 <Warofdreams> On the Wikipedia committees with approval voting, generally anyone who's thought to be doing a good job and restands gets back on
Oct 13 22:41:54 <cfp> i'm in favour of everyone having to retire
Oct 13 22:42:05 <Warofdreams> I prefer everyone retiring annually
Oct 13 22:42:10 Warofdreams worby
Oct 13 22:42:22 <KTC> so is that mpeel 1/2, Warofdreams ALL, cfp ALL, AndrewRT ?
Oct 13 22:42:32 <AndrewRT> yep
Oct 13 22:42:42 <KTC> um, 1/2 or all ?
Oct 13 22:42:44 <AndrewRT> what do you think?
Oct 13 22:42:52 <AndrewRT> yep ALL
Oct 13 22:43:06 <KTC> well, it doesn't matter what i think if you say all, as that's majority ;)
Oct 13 22:43:12 <mpeel> OK. I'm happy for all to be re-elected, then.
Oct 13 22:43:23 <cfp> if by some nightmare none of the original board was reelected, i'd take that as a pretty strong indication that they did something seriously wrong
Oct 13 22:43:33 <KTC> or everyone is fed up LD
Oct 13 22:43:34 <KTC> * :D
Oct 13 22:43:34 <AndrewRT> in that case is everyone happy with my wording here: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Retirement.
Oct 13 22:44:00 <cfp> well if you have strong feelings on the matter KTC, don't let us push you.
Oct 13 22:44:30 <KTC> don't worry cfp, if i do, i'll let you know :)
Oct 13 22:44:38 <KTC> 16.2 can be reworded
Oct 13 22:44:52 <Warofdreams> I'm happy with AndrewRT's wording
Oct 13 22:45:06 <cfp> in the original version there wasn't the disclaimer
Oct 13 22:45:09 <mpeel> looks fine. Who is responsible for updating the info with charity house if there's an entirely new board?
Oct 13 22:45:12 <cfp> in the gerneral case
Oct 13 22:45:26 <AndrewRT> mpeel: the outgoing secretary
Oct 13 22:45:27 <cfp> the old sec i guess?
Oct 13 22:45:37 <AndrewRT> cfp: sorry what disclaimer
Oct 13 22:45:41 <mpeel> ok, thanks. just wanted to clarify that.
Oct 13 22:45:52 <cfp> unless by the close of the meeting the members have failed to elect sufficient Directors to hold a quorate meeting of the Directors
Oct 13 22:46:12 <KTC> they were there
Oct 13 22:46:25 <AndrewRT> I thought that text was from the Model articles
Oct 13 22:46:29 <cfp> oh ok.
Oct 13 22:46:30 <Warofdreams> KTC: 16.2 could be reworded, but still needs to allow for the chance that not enough directors have been elected to hold a quorate meeting
Oct 13 22:46:41 <cfp> let me check the history one sec
Oct 13 22:46:45 <KTC> Warofdreams, okay
Oct 13 22:47:19 <AndrewRT> I've just looked on the model artcs on http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1textbw.pdf and yes its there
Oct 13 22:47:28 <AndrewRT> Clause 24
Oct 13 22:47:42 <Warofdreams> "Tango42> That wording doesn't say which members remain if the board is inquorate"
Oct 13 22:47:58 <AndrewRT> inquorate means two
Oct 13 22:48:16 <AndrewRT> If you had five directors, only one new one was elected I guess all five would remain
Oct 13 22:48:29 <Warofdreams> but if it's been capped at five?
Oct 13 22:48:34 <cfp> it seems a little dangerous as it stands, that directors could refuse to allow the election of their successors ad infinitum
Oct 13 22:48:51 <AndrewRT> How would they do that?
Oct 13 22:49:31 <cfp> i guess it does say "the members have failed to..."
Oct 13 22:49:33 <KTC> ah, fair point Tango42
Oct 13 22:50:07 <cfp> how would such a failure come about
Oct 13 22:50:16 <cfp> can we change things elsewhere to preclude it
Oct 13 22:50:18 <KTC> if no one stood
Oct 13 22:50:27 <Warofdreams> if the members reject too many candidates
Oct 13 22:50:37 <Warofdreams> or if only one person stands
Oct 13 22:50:52 <AndrewRT> We cant have a possibility of having zero directors
Oct 13 22:51:00 <cfp> hmm it's actually quite possible with the 50% requirement
Oct 13 22:51:22 <AndrewRT> If noone is elected, we need to have some way of having the existing directors carry on
Oct 13 22:51:45 <AndrewRT> otherwise you end up with a legal limbo - impossible to make decisions
Oct 13 22:51:48 <Warofdreams> I don't see a problem if no-one is elected
Oct 13 22:51:54 <cfp> but perhaps another gm should be announced immediately?
Oct 13 22:51:59 <Warofdreams> The text covers that just fine
Oct 13 22:52:01 <mpeel> isn't that already accounted for? The directors retire unless insufficient new directors are elected, in which case they don't retire.
Oct 13 22:52:06 <Warofdreams> But if one is elected
Oct 13 22:52:13 <cfp> they don't retire.
Oct 13 22:52:19 <Warofdreams> then the board could be pushed over the cap
Oct 13 22:52:22 <AndrewRT> Art 20.7 says "20.7 If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting."
Oct 13 22:52:23 <mpeel> what cap
Oct 13 22:52:24 <mpeel> ?
Oct 13 22:52:50 <AndrewRT> we agreed not to have a cap
Oct 13 22:52:56 <Warofdreams> if an ordinary motion has limited us to a particular number
Oct 13 22:53:16 <cfp> well that's sensible. so all we have to do is specify in our voting rules that at least one director must be elected, even if they have less than 50% approval
Oct 13 22:53:21 <cfp> would that be so awful?
Oct 13 22:53:27 <AndrewRT> 17.5 says: "17.5 The appointment of a Director, whether by the charity in general meeting or by the other Directors, must not cause the number of Directors to exceed any number fixed as the maximum number of Directors."
Oct 13 22:53:38 <AndrewRT> thsi would mean the election of the new person would be overridden
Oct 13 22:53:59 <Warofdreams> probably. and that's not a good situation
Oct 13 22:54:02 <KTC> now i understand what you're arguing about
Oct 13 22:54:15 <Warofdreams> as the one person the community had endorsed would be the one who wouldn't get to join the board
Oct 13 22:54:18 <KTC> um, i was thinking that if 1 was elected, 4 out of the 5 would stay
Oct 13 22:54:20 <KTC> (for example)
Oct 13 22:54:35 <mpeel> you could require a vote to determine who stood down.
Oct 13 22:54:37 <AndrewRT> KTC: I dont think that's how it's currently worded
Oct 13 22:55:04 <cfp> i'm not sure that would work. and bear in mind that those 4 people all probably stood and so no longer have the membership's approval
Oct 13 22:55:16 <KTC> mpeel, if we keep some form of the old 16.2, then it'll be the longest serving director
Oct 13 22:55:20 <KTC> or by lot if there's more than one
Oct 13 22:55:26 <AndrewRT> I agree with CFP: Drop "unless by the close of the meeting the members have failed to elect sufficient Directors to hold a quorate meeting of the Directors" and write into the rules that at least one director will be elected
Oct 13 22:55:42 <mpeel> KTC: would that be the person who had the most approval at the last election?
Oct 13 22:56:20 <KTC> if say 1 person was elected at the last AGM, then 4 were appointed by him/her
Oct 13 22:56:26 <KTC> then that 1 person is the longest serving
Oct 13 22:56:38 <KTC> but that doesn't make sense hmm
Oct 13 22:56:42 <KTC> cause we're reelecting everyone
Oct 13 22:56:43 <KTC> nvm
Oct 13 22:57:07 <AndrewRT> We already have a proposal to limit the power of co-option to replace directors who've resigned
Oct 13 22:57:58 <Warofdreams> why don't we say that at providing one or more candidacies are received, then at least one director will be elected; if no candidacies are received, then the text about the board not retiring can come in to play
Oct 13 22:58:46 <cfp> yes i'd forgotten the possibility of no one standing. that's a necessary proviso.
Oct 13 22:59:36 <cfp> mpeel/ktc are you ok with the proposal AndrewRT, Warofdreams and i have been discussing
Oct 13 22:59:43 <mpeel> could you state it clearly, please?
Oct 13 22:59:54 <KTC> *what mpeel said*
Oct 13 23:00:07 <AndrewRT> So: 16.1 Providing that one or more valid nominations for Director are received, all Directors shall retire from office at each Annual General Meeting
Oct 13 23:00:42 <KTC> ok
Oct 13 23:00:45 <Warofdreams> yes, good
Oct 13 23:00:59 <mpeel> I would suggest "Providing that three or more", so we at least have a decent sized candidate pool.
Oct 13 23:01:44 <AndrewRT> In that case, if we only had two nominations, the existing directors would all stay on. Do we want that?
Oct 13 23:01:53 <KTC> i prefer 1
Oct 13 23:02:01 <Warofdreams> i prefer 1
Oct 13 23:02:13 <AndrewRT> i prefer 1 too
Oct 13 23:02:15 <mpeel> could the board potentially operate with 1 director?
Oct 13 23:02:26 <Warofdreams> this isn't likely to ever arise, anyway, we just need to ensure there's a way out if this situation arose
Oct 13 23:02:34 <AndrewRT> No - it wouldn't be quorate. All he could do is call another AGM
Oct 13 23:02:38 <Warofdreams> mpeel: yes, but only to call another AGM
Oct 13 23:02:44 <KTC> AndrewRT appoint director / call GM
Oct 13 23:02:54 <AndrewRT> "20.7 If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting."
Oct 13 23:03:23 <cfp> the problem with that is that it allows cooption by the sounds of it
Oct 13 23:03:24 <AndrewRT> (sorry im assuming we decide to limit power of co-option as discussed)
Oct 13 23:03:40 <cfp> so that one fairly unpopular director could coopt anyone else as their second
Oct 13 23:03:49 <KTC> honestly, if only 1 person out of the whole membership want to stand, then we're screwed anyway
Oct 13 23:03:57 <AndrewRT> KTC: very true
Oct 13 23:04:46 <KTC> can i suggest we take the min of 1 valid nomination and move on?
Oct 13 23:04:49 <mpeel> ok.
Oct 13 23:05:19 <KTC> clause 17?
Oct 13 23:05:21 <cfp> k
Oct 13 23:05:43 <mpeel> 17.1b is unnecessary now
Oct 13 23:05:43 * cfp has quit (Remote closed the connection)
Oct 13 23:06:33 <AndrewRT> true - I'll delete
Oct 13 23:07:39 <KTC> <Tango42> From google talk: "Tom: could you let everyone know that i've been kicked off the socks server i was using to get to irc
Oct 13 23:07:39 <KTC> <Tango42> they're upgrading the kernel"
Oct 13 23:07:39 <KTC> <Tango42> He's going to keep trying to reconnect
Oct 13 23:07:56 <Warofdreams> ok, I've organised that I can stay a bit longer.
Oct 13 23:07:58 <KTC> 17.2 need rewording
Oct 13 23:08:04 <KTC> thanks Warofdreams
Oct 13 23:08:04 <Warofdreams> hopefully not *much* longer
Oct 13 23:09:08 <KTC> look at 17.2, definitely want 1 valid nomination in 16
Oct 13 23:10:00 <KTC> as the board can recommend one (or more) of its member to be reelected if no nomination have been received
Oct 13 23:10:23 <AndrewRT> KTC are you happy with 16 as now worded?
Oct 13 23:10:24 <KTC> and if the board don't want to do that... well, we're screwed :D
Oct 13 23:11:00 <KTC> sure
Oct 13 23:11:07 <KTC> right, we want to finish this
Oct 13 23:11:10 <KTC> so let's carry on
Oct 13 23:11:16 <KTC> while Tom try to reconnect
Oct 13 23:11:16 <AndrewRT> KTC what's wrong with 17.2?
Oct 13 23:11:29 <KTC> you've already deleted the words
Oct 13 23:11:42 <AndrewRT> i c
Oct 13 23:12:06 <KTC> um 17.3 "by rotation"
Oct 13 23:12:31 <mpeel> KTC: 17.3 looks fine to me.
Oct 13 23:12:32 <KTC> and 17.4 "by rotation"
Oct 13 23:12:50 <mpeel> ah: is it just the "by rotation" words that you want removing?
Oct 13 23:13:05 <AndrewRT> delete "other than a Director who is to retire by rotation. "?
Oct 13 23:13:06 <KTC> we're not retiring by rotation anymore
Oct 13 23:13:09 * mpeel was taking it to be the "are to retire" bit too
Oct 13 23:13:18 <AndrewRT> "17.3 All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any resolution to be put to the meeting to appoint a Director "
Oct 13 23:13:46 <Warofdreams> from 17.4, I've struck all of "A Director appointed by a resolution of the other Directors must retire at the next annual general meeting and must not be taken into account in determining the Directors who are to retire by rotation."
Oct 13 23:13:59 <Warofdreams> as all directors now retire at each AGM, so it's not relevant
Oct 13 23:14:04 <AndrewRT> I agree with WarofDreams
Oct 13 23:14:15 <KTC> cool cool
Oct 13 23:14:24 <KTC> anything else for 17?
Oct 13 23:14:28 * cfp (i=ball1377@raven.linux.ox.ac.uk) has joined #wikimedia-uk-board
Oct 13 23:14:29 * ChanServ gives voice to cfp
Oct 13 23:14:34 <mpeel> KTC: I'd like " other than a Director who is to retire" added back to 17.3
Oct 13 23:14:37 <cfp> server has rebooted.
Oct 13 23:14:40 <KTC> :)
Oct 13 23:14:42 <Warofdreams> is this where we need to specify the voting system?
Oct 13 23:14:47 <Warofdreams> welcome back cfp!
Oct 13 23:15:02 <KTC> mpeel ?
Oct 13 23:15:21 <mpeel> sorry: I was aiming that at AndrewRT, not you.
Oct 13 23:15:23 <AndrewRT> I suggest the following appended to 17.4: "Except that Directors could only be appointed under Article 17.4 to fill places vacated by resignations"
Oct 13 23:15:24 * mpeel is getting tired
Oct 13 23:15:41 <KTC> nearly there mpeel, nearly that
Oct 13 23:15:43 <KTC> *there
Oct 13 23:16:27 <KTC> okay, where r we?
Oct 13 23:16:28 <AndrewRT> 17.3 now reads: "17.3 All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any resolution to be put to the meeting to appoint a Director other than a Director who is to retire "
Oct 13 23:16:40 <KTC> mpeel, how's that one ?
Oct 13 23:16:45 <mpeel> much better, thank you
Oct 13 23:17:18 <mpeel> are we ok with 17.2a with the new retirement scheme?
Oct 13 23:17:19 <cfp> seems fine to me.
Oct 13 23:17:27 <cfp> (17.3 sorry)
Oct 13 23:17:29 <AndrewRT> 17.4. The Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to be a Director except that a Director could only be appointed under thsi clause to fill places vacated by resignations
Oct 13 23:17:47 <KTC> s/thsi/this ;)
Oct 13 23:17:52 <mpeel> "thsi" to "this" please
Oct 13 23:18:02 <AndrewRT> 17.4. The Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to be a Director except that a Director could only be appointed under this clause to fill places vacated by resignations
Oct 13 23:18:12 <AndrewRT> are we happy with the concept?
Oct 13 23:18:30 <AndrewRT> 17.4. The Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to be a Director except that a Director could only be appointed under this clause to fill places vacated by a resignation
Oct 13 23:18:31 <mpeel> resignations or retirements or both?
Oct 13 23:18:39 <AndrewRT> retirements are at teh AGM
Oct 13 23:18:55 <AndrewRT> they would be replaced by the newly elected directors
Oct 13 23:19:05 <cfp> 17.2 seems a little clunky perhaps, though perhaps in reality we'd usually use 17.2a and 17.2b is only there for emergencies?
Oct 13 23:19:07 <mpeel> so if we had the hypothetical one director, would they be able to elect new directors post-agm?
Oct 13 23:19:24 <Warofdreams> does it need to allow for the appointment of members to an inquorate board, or a very small one, due to few people being elected?
Oct 13 23:19:28 <AndrewRT> mpeel: in my mind no
Oct 13 23:19:46 <KTC> cfp, no.
Oct 13 23:19:50 <AndrewRT> WOD: no, the sole director would then have to hold a new AGM
Oct 13 23:19:59 <KTC> 17.2a is for board to say we want these directors to stay on
Oct 13 23:20:10 <KTC> 17.2b is for members to say we want these new people to be on the board
Oct 13 23:20:29 <cfp> right. is it too late for me to suggest that we should maybe accept notifications at the AGM?
Oct 13 23:20:30 <Warofdreams> AndrewRT: yes, they could do that - just we need to decide whether we want that to be their only option
Oct 13 23:20:52 <cfp> AndrewRT: that sentence seems fine. quite clever in blocking inquorate boards from coopting.
Oct 13 23:20:58 <AndrewRT> CFP: What about proxy votes
Oct 13 23:21:15 <cfp> oh yeah, fair point.
Oct 13 23:21:19 <KTC> right, one at a time
Oct 13 23:21:22 <cfp> ok. i'm happy then.
Oct 13 23:21:28 <KTC> what's your suggestion ? (anyone)
Oct 13 23:21:34 <AndrewRT> what are we deciding?
Oct 13 23:22:01 <KTC> any suggstion to change of wording to what's currently there for clause 17
Oct 13 23:22:04 <cfp> 17.4 i think? i just confused matters for a moment there.
Oct 13 23:22:10 <AndrewRT> 17.4 The Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to be a Director except that a Director could only be appointed under this clause to fill places vacated by a resignation
Oct 13 23:22:34 <cfp> i like that amendment.
Oct 13 23:23:14 <cfp> though the wording maybe isn't quite there. let me see.
Oct 13 23:23:42 <AndrewRT> can you propose an alternative?
Oct 13 23:24:19 <cfp> 17.4 The Directors may by a unanimous decision at a meeting of the Directors appoint a person, who is willing to act, to fill a vacancy as a a Director left by a resignation.
Oct 13 23:24:32 <AndrewRT> as a a
Oct 13 23:25:01 <cfp> 17.4 The Directors may by a unanimous decision at a meeting of the Directors appoint a person, who is willing to act, to fill a vacancy as a Director left that has been left by a resignation.
Oct 13 23:25:12 <Warofdreams> 17.4 Where a Director has resigned, 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
Oct 13 23:25:23 <cfp> yeah that's better than mine
Oct 13 23:25:26 <AndrewRT> I agree with WarofDreams version
Oct 13 23:25:47 <mpeel> wod version seems fine to me
Oct 13 23:25:56 <AndrewRT> KTC?
Oct 13 23:26:15 <KTC> hmm
Oct 13 23:26:17 <KTC> sec
Oct 13 23:27:49 <Warofdreams> 17.4 Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, the remaining Directors may be a unanimous decision at a meeting of the Directors appoint a person, who is willing to act, to fill the vacancy
Oct 13 23:27:59 <Warofdreams> taking in to account Tango's suggestion
Oct 13 23:28:04 <KTC> that i'm more happy with
Oct 13 23:28:12 <cfp> yup me too.
Oct 13 23:28:17 <AndrewRT> ok shall i make the change on meta?
Oct 13 23:28:31 <cfp> fine by me.
Oct 13 23:28:34 <Warofdreams> *by, not be
Oct 13 23:28:39 <Warofdreams> when you change it
Oct 13 23:28:40 <cfp> tango now has some issue with 17.2
Oct 13 23:28:41 <cfp> AGM and everyone has to.
Oct 13 23:28:41 <cfp> <Tango42> They're the same thing for all purposes except 17.2
Oct 13 23:28:51 <KTC> <Tango42> "by" not "be"
Oct 13 23:28:57 <cfp> sorry
Oct 13 23:28:58 <cfp> <Tango42> it still needs rewording to fit your purpose, though - you aren't currently distinguishing between people retiring because they were appointed and people retiring because it's the next AGM and everyone has to.
Oct 13 23:28:58 <cfp> <Tango42> They're the same thing for all purposes except 17.2
Oct 13 23:29:03 <mpeel> I was going to say "Can I suggest that we change 17.2a) to read "he or she is retiring from office; or", otherwise we may end up in the situation where a director whom the membership favour is not allowed to stand for nomination where the rest of the directors don't want him to."
Oct 13 23:29:39 <Warofdreams> that wouldn't be a problem, as they could get themselves nominated by the members
Oct 13 23:29:42 <Warofdreams> the usual way
Oct 13 23:29:43 <KTC> mpeel there's a or there
Oct 13 23:29:55 <KTC> by your wording is fine as well
Oct 13 23:30:18 <Warofdreams> yes, it's also fine
Oct 13 23:30:34 <AndrewRT> I'm fine with mpeel's amendment
Oct 13 23:30:54 <KTC> next!
Oct 13 23:30:59 <Warofdreams> and it resolves Tango's point, so two birds, one stone
Oct 13 23:31:00 <mpeel> Warofdreams: they would have to apply for nomination at least 14 days prior to the AGM for that to be the case.
Oct 13 23:31:28 <KTC> yes, but if you want to be a director, a minimum notice period is normal....
Oct 13 23:31:52 <mpeel> my point was that someone might not have known that they wouldn't be recommended prior to the AGM.
Oct 13 23:31:59 <AndrewRT> I've amended meta to say: 17.2 No person other than a Director retiring by rotation may be appointed a Director at any general meeting unless:
Oct 13 23:32:00 <Warofdreams> mpeel: yes, I imagine the board would be considering the elections and recommendations at least 14 days prior
Oct 13 23:32:01 <AndrewRT> (a) he or she is retiring as a Director
Oct 13 23:32:02 <cfp> i'm not sure why we need a) at all, though i appreciate that may have been discussed while i was away
Oct 13 23:32:17 <KTC> cfp, it was in the model
Oct 13 23:32:22 <AndrewRT> cfp: it hasn't; are you suggesting we delete it?
Oct 13 23:32:41 <AndrewRT> require all people to get nominated 14 days prior to the AGM?
Oct 13 23:32:48 <cfp> i think i understand it better with the new wording.
Oct 13 23:32:56 <cfp> it does make sense to have it.
Oct 13 23:33:07 <Warofdreams> we could operate fine without it; it just means that if we got to 13 days before the AGM and didn't have enough candidates, the board could recommend some its members to ensure there were enough
Oct 13 23:33:40 <mpeel> > Tango42: I suggest changing 17.2 to say "Other than directors elected at a prior general meeting, no director can stand unless..."
Oct 13 23:33:41 <cfp> maybe just "he or she is currently a director"
Oct 13 23:34:15 <cfp> my suggestion's similar to tango's then. i'm happy with his.
Oct 13 23:34:28 <cfp> though perhaps "unless" clauses are a little legally ambigous
Oct 13 23:34:35 <AndrewRT> Tango42's suggestion would exclude co-opted directors from this "fasttrack"
Oct 13 23:34:43 <AndrewRT> is that the intention?
Oct 13 23:34:43 <mpeel> which is good
Oct 13 23:35:00 <AndrewRT> I propose we delete 17(2)(a)
Oct 13 23:35:08 <AndrewRT> require everyone to be nominated
Oct 13 23:35:18 <Warofdreams> Tango's suggestion probably good; if we have co-opted directors, we should make sure they get the maximum democratic mandate
Oct 13 23:35:28 <KTC> this is process
Oct 13 23:35:37 <KTC> however one stand, there's still the election
Oct 13 23:35:44 <KTC> what it say in the model is....
Oct 13 23:35:45 <mpeel> If the existing board members want to re-stand for their positions, then they shouldn't have to fill out the paperwork: it's needless bureaucracy.
Oct 13 23:36:04 <KTC> one may be appointed if they were retiring by rotation
Oct 13 23:36:06 <AndrewRT> mpeel: even co-opted directors?
Oct 13 23:36:15 <mpeel> excluding co-opted directors
Oct 13 23:36:15 <KTC> was appointed by the board, but recommend by the board to the membership
Oct 13 23:36:19 <KTC> or nominated by the member
Oct 13 23:37:08 <KTC> right, let's break this down into principle of what's intended
Oct 13 23:37:08 <cfp> co-opted members standing for reelection are still going to have to pass an election.
Oct 13 23:37:21 <cfp> seems a waste of their time perhaps for them to do paperwork.
Oct 13 23:37:26 <cfp> but i'm fairly indifferent.
Oct 13 23:37:55 <KTC> * do we want existing member who were elected at last AGM to have to be nominated by member via the paperwork ?
Oct 13 23:37:56 <KTC> yes or no
Oct 13 23:38:10 <AndrewRT> i think yes - same process for all
Oct 13 23:38:13 <mpeel> no
Oct 13 23:38:15 <Warofdreams> it's useful for the board to be able to put up existing directors as candidates less than 14 days before the AGM, in case there aren't enough candidates
Oct 13 23:38:20 <cfp> no
Oct 13 23:38:36 <AndrewRT> ok, so we're keeping 17.2(a) then
Oct 13 23:39:09 <KTC> hold on
Oct 13 23:39:13 <cfp> sorry actually, can i change my vote to a yes
Oct 13 23:39:28 * Tango42 has quit (Client Quit)
Oct 13 23:39:56 <cfp> unless we explicitly force all directors to stand for reelection. which i don't think is sensible.
Oct 13 23:40:09 <KTC> so that's mpeel - no, cfp - yes, AndrewRT - yes ?
Oct 13 23:40:13 <KTC> Warofdreams ?
Oct 13 23:40:30 <cfp> reason for the change of vote is the same as the reason AndrewRT gave for 14 days notice, namely proxies
Oct 13 23:40:32 <mpeel> cfp: it leaves the decision up to the directors, without them having to remember to do the paperwork.
Oct 13 23:40:55 <cfp> unless i've misunderstodd something.
Oct 13 23:41:02 <Warofdreams> I'd like to keep 17.2(a) - is that yes or no?
Oct 13 23:41:06 <KTC> no
Oct 13 23:41:19 <AndrewRT> so KTC has the deciding vote
Oct 13 23:41:47 <KTC> i'll give a no as well. so we've agreed that a director that was elected at the last AGM to be able to be re-elected without the paperwork
Oct 13 23:41:56 <KTC> next point...
Oct 13 23:42:15 <mpeel> does that include or exclude co-opted directors?
Oct 13 23:42:21 <KTC> getting tehre
Oct 13 23:42:26 <mpeel> sorry...
Oct 13 23:42:35 <cfp> i think it might as well include if you're going to have that.
Oct 13 23:42:50 <KTC> * do we want director who were appointed by the board of directors, but not elected at the last AGM, to be able to be appointed (via the election) without the paperwork ?
Oct 13 23:42:52 <Warofdreams> at the moment, it includes co-opted directors
Oct 13 23:43:10 <KTC> via recommendation by the board
Oct 13 23:43:13 <KTC> as a candidate
Oct 13 23:43:19 <AndrewRT> i agree with cfp - if its just about the paperwork, lets allow coopted people do it as well
Oct 13 23:43:23 <Warofdreams> I'm happy either way - maximum democratic mandate versus avoiding bureaucracy
Oct 13 23:43:43 <mpeel> cfp swayed by opinion above: my response would be yes.
Oct 13 23:43:58 <KTC> this is all about process about who can be a candidate
Oct 13 23:44:09 <KTC> they would still have to go through the election at the agm
Oct 13 23:44:17 <AndrewRT> indeed
Oct 13 23:44:31 <KTC> so after all that, we've agreed to keep the current wording lol
Oct 13 23:44:54 <KTC> okay, next cluase (?)
Oct 13 23:44:57 <Warofdreams> I suspect the last half hour's discussion will be one line in the minutes!
Oct 13 23:45:11 <AndrewRT> :)
Oct 13 23:45:22 <AndrewRT> I'm fine with 18
Oct 13 23:45:26 <KTC> 18 - 19
Oct 13 23:45:37 <KTC> standard wording
Oct 13 23:45:39 <AndrewRT> I'm fine with 19
Oct 13 23:45:40 <Warofdreams> I'm happy with them.
Oct 13 23:45:59 <mpeel> 18-19 is fine with me now.
Oct 13 23:46:07 <Warofdreams> Do we need to specify the system of voting in 17?
Oct 13 23:46:16 <KTC> i would rather not...
Oct 13 23:46:25 <KTC> let's make it a ?? resolution / bylaw
Oct 13 23:46:35 <AndrewRT> Good question 17 - I would prefer to do it via a Rule
Oct 13 23:46:43 <mpeel> ditto AndrewRT
Oct 13 23:46:53 <Warofdreams> something for the board to propose to the first AGM, then
Oct 13 23:46:59 <KTC> right, clause 20
Oct 13 23:47:03 <AndrewRT> Can we put it on the agenda for the next meeting?
Oct 13 23:47:10 <AndrewRT> I think we should agree it soonish
Oct 13 23:47:14 <KTC> can we minute that plz :)
Oct 13 23:47:19 <KTC> clause 20 !
Oct 13 23:47:22 <Warofdreams> ok
Oct 13 23:47:34 <AndrewRT> 20.5 I'd rather quorum was 1/2
Oct 13 23:47:47 <AndrewRT> a majority i should say
Oct 13 23:47:54 <mpeel> I would support that
Oct 13 23:48:07 <Warofdreams> 1/2 sounds reasonable
Oct 13 23:48:17 <AndrewRT> or instance would we be happy having our decisions made by two of us?
Oct 13 23:48:21 <KTC> um, if the board is an odd number, what does nearest mean ?
Oct 13 23:48:24 <cfp> 20.3 sounds fine.
Oct 13 23:48:30 <AndrewRT> majority
Oct 13 23:48:52 <KTC> can you give a wording AndrewRT ?
Oct 13 23:49:01 <cfp> and i'd support 1/2 as well
Oct 13 23:49:12 <AndrewRT> 20.5 The quorum shall be a majority of the Directors or two, whichever is the greater, or such larger number as may be decided from time to time by the Directors.
Oct 13 23:49:23 <Warofdreams> sounds good
Oct 13 23:49:27 <cfp> yeah that's fine.
Oct 13 23:49:29 <mpeel> fine with me
Oct 13 23:49:38 <Warofdreams> 20.3 Questions arising at a meeting shall be decided by a majority of votes.
Oct 13 23:49:40 <AndrewRT> shall i update meta?
Oct 13 23:49:54 <AndrewRT> Yes that means a majority of those present
Oct 13 23:50:05 <cfp> k
Oct 13 23:50:12 <AndrewRT> so five people, potentially three attend, two vote in favour - vote is carried
Oct 13 23:50:16 <KTC> yes
Oct 13 23:50:35 <KTC> next ?
Oct 13 23:50:39 <Warofdreams> yes, that makes sense. I was thinking this was about AGMs.
Oct 13 23:50:46 <mpeel> is 20.3 OK?
Oct 13 23:50:56 <mpeel> ... the first 20.3 in the list
Oct 13 23:50:59 <KTC> fine with me
Oct 13 23:51:08 <mpeel> should it include video-based, or is voice-based sufficient?
Oct 13 23:51:22 <cfp> perhaps it should be "may take place using any ... "
Oct 13 23:51:22 <KTC> "electronic"
Oct 13 23:51:27 <AndrewRT> a majority of the Directors
Oct 13 23:51:36 <AndrewRT> sorry i meant 20.3 A meeting of the directors may include any electronic, text-based or voice-based, real-time communication where all present can send and receive messages from all others present.
Oct 13 23:52:04 <cfp> 20.3 A meeting of the directors may take place using any electronic, text-based or voice-based, real-time communication where all present can send and receive messages from all others present.
Oct 13 23:52:08 <Warofdreams> video-based seems useful
Oct 13 23:52:24 <Warofdreams> should we say "...from all other Directors present"?
Oct 13 23:52:43 <KTC> okay
Oct 13 23:52:44 <Warofdreams> as, for instance, on IRC there are others present who are not voiced
Oct 13 23:52:48 <AndrewRT> 20.3 A meeting of the directors may take place using any electronic, text-, video- or voice-based, real-time communication where all present can send and receive messages from all other Directors present.
Oct 13 23:52:50 <mpeel> "In addition to an in-person meeting, a meeting of the directors ..."?
Oct 13 23:52:54 <cfp> 20.3 A meeting of the directors may take place using any electronic, text-based, voice-based or video-based, real-time communication medium, where all directors present can send and receive messages from all other directors present.
Oct 13 23:52:57 <mpeel> or is that obvious?
Oct 13 23:53:11 <KTC> um, "in addition..." would be good
Oct 13 23:53:18 <KTC> oops
Oct 13 23:53:18 <Warofdreams> good to be clear
Oct 13 23:53:45 <cfp> <+cfp> 20.3 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, in addition to face to face meetings.
Oct 13 23:53:51 <AndrewRT> In addition to an in-person meeting, a meeting of the directors may take place using any electronic, text-based, voice-based or video-based, real-time communication medium, where all directors present can send and receive messages from all other directors present.
Oct 13 23:54:13 <KTC> say the same thing :D either will do
Oct 13 23:54:24 <AndrewRT> im happy with either
Oct 13 23:54:24 <cfp> 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.
Oct 13 23:54:44 <AndrewRT> Shall we go with that?
Oct 13 23:54:49 <Warofdreams> great
Oct 13 23:54:49 <KTC> yeah
Oct 13 23:54:52 <cfp> cool
Oct 13 23:54:53 <mpeel> are we happy that there are no problems with disabled people here?
Oct 13 23:54:59 <KTC> ?
Oct 13 23:55:19 <AndrewRT> this article is permissive only
Oct 13 23:55:23 <mpeel> ok
Oct 13 23:55:25 <Warofdreams> and it states "where all directors present can send and receive messages from all other directors present."
Oct 13 23:55:34 <Warofdreams> if some directors can't, then it's not a valid method
Oct 13 23:55:40 <cfp> good point.
Oct 13 23:55:41 <mpeel> I'm just wary that there's a lot of disability discrimination law suits around nowadays.
Oct 13 23:55:43 <AndrewRT> if we had, say, a deaf person we would have to arrange it so they could still receive and give messages
Oct 13 23:56:12 <AndrewRT> I think "send and receive messages" is broad enough to cater
Oct 13 23:56:16 <mpeel> OK.
Oct 13 23:56:22 <KTC> "where all directors present can send and receive messages from all other directors present" is the equality bit
Oct 13 23:56:36 <KTC> right, clause 21 delegation
Oct 13 23:57:17 <cfp> my barrister friend was kind of rubbish on this, but again the husband of a friend of mine who's started lots of charities was useful
Oct 13 23:57:18 <AndrewRT> some people on the email list wanted to extend the right to delegate
Oct 13 23:57:28 <Warofdreams> well, it's fine as it is, but what info do you have, cfp?
Oct 13 23:57:42 <cfp> "Delegation must be limited to directors or a committee of directors because members do not have a fiduciary responsibility to the charity. "
Oct 13 23:57:53 <KTC> it stay as it is then :)
Oct 13 23:57:53 <cfp> it was a rather concise email.
Oct 13 23:57:57 <mpeel> that seems clear enough
Oct 13 23:57:59 <AndrewRT> yes - good
Oct 13 23:58:02 <cfp> i'm certainly happy with that.
Oct 13 23:58:07 <AndrewRT> coudl i quote that in the notes?
Oct 13 23:58:28 <Warofdreams> that's very clear.
Oct 13 23:58:44 <Warofdreams> so any members on a committee will be in a purely advisory capacity
Oct 13 23:59:13 <cfp> yeah no reason you can't quote that.
Oct 13 23:59:16 <AndrewRT> thx
Oct 13 23:59:28 <KTC> clause 22 - 26
Oct 13 23:59:56 <AndrewRT> all standard - I'm happy with them all
Oct 14 00:00:14 <cfp> 26.5 Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
Oct 14 00:00:15 <AndrewRT> 26.1(d) refers back to the earlier discussion last week about electronic notices
Oct 14 00:00:24 <AndrewRT> yes i wondered about that
Oct 14 00:00:28 <AndrewRT> anyone looked it up?
Oct 14 00:00:42 <Warofdreams> I had a look at their website, but couldn't find the info
Oct 14 00:01:00 <Warofdreams> Not to say it's not there somewhere; I didn't look very hard
Oct 14 00:01:08 <cfp> we probably can't get away with changing that clause anyway
Oct 14 00:01:13 <cfp> so i guess it's irrelevant for now
Oct 14 00:02:00 <KTC> we'll have to look it up before sending the notice
Oct 14 00:02:05 <KTC> but it should be okay as it is now
Oct 14 00:02:06 <mpeel> can I suggest that someone is actioned to investigate this?
Oct 14 00:02:10 <AndrewRT> i think so - lets look it up before the AGM?
Oct 14 00:02:15 <AndrewRT> sure I'll take the action
Oct 14 00:02:22 <Warofdreams> ok, I'll minute that
Oct 14 00:02:32 <KTC> clause 27 then
Oct 14 00:02:42 <cfp> cool. 27 is maybe slightly controversial.
Oct 14 00:02:43 <KTC> 1A, 1B, 2, OR 3 ?
Oct 14 00:03:09 <AndrewRT> I suggest 1B - most permissive and lets us deal with the issue later
Oct 14 00:03:20 <cfp> i got rather confused advice on this from the guy who's started several uk charities and i forgot to ask my barrister friend about it.
Oct 14 00:03:21 <Warofdreams> I thought this was going to be controversial, but 1B seems to be the only thing anyone has proposed
Oct 14 00:03:28 <mpeel> I also prefer 1B
Oct 14 00:03:51 <cfp> i guess we can always have a resolution later mandating indemnification
Oct 14 00:03:53 <mpeel> for maximum flexibility
Oct 14 00:03:56 <AndrewRT> there is also an option 4: 27 The charity SHALL NOT 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.
Oct 14 00:04:12 <AndrewRT> cfp: yes thats true
Oct 14 00:04:14 <KTC> i'm fully against 4 :D
Oct 14 00:04:26 <cfp> well then i'm fine with 1b then.
Oct 14 00:04:45 <Warofdreams> I also like 1b
Oct 14 00:04:50 <AndrewRT> shall i update the meta then?
Oct 14 00:04:54 <KTC> 1B it is :)
Oct 14 00:04:58 <cfp> go ahead.
Oct 14 00:05:02 <KTC> clause 28 wee
Oct 14 00:05:03 <cfp> so are we free?
Oct 14 00:05:15 <cfp> oh 28.4
Oct 14 00:05:37 <cfp> seems fine to me
Oct 14 00:05:50 <Warofdreams> it looks good to me
Oct 14 00:05:55 <cfp> ooh actually
Oct 14 00:06:00 <KTC> ?
Oct 14 00:06:03 <cfp> what if the general meeting merely amended a rule
Oct 14 00:06:31 <AndrewRT> yes interesting point
Oct 14 00:06:39 <AndrewRT> coudl you draft something that woudl cover this?
Oct 14 00:06:40 <cfp> or where a general meeting has repealed a rull, we don't want the board bringing it straight back
Oct 14 00:07:09 <mpeel> what if the general meeting decided on a bye law that meant all directors had to wear purple hats? (or something equally ridiculous, or possibly legally difficult)
Oct 14 00:07:10 <Warofdreams> another thought - what if the general meeting changed the rules in some way which was not legal?
Oct 14 00:07:11 <cfp> the easiest solution is to make all rules subject to a general meeting
Oct 14 00:07:30 <cfp> i'm not sure it's legally possible for them to change the rules in such a way
Oct 14 00:07:37 <cfp> as far as the law is concerned, it just didn't happen.
Oct 14 00:07:40 <KTC> do we really need it
Oct 14 00:07:48 <AndrewRT> WarofDreams: it woudl be struck down, as cfp said
Oct 14 00:07:57 <KTC> if the members pass a rule via a resolution, the directors can't just overrule it anyway
Oct 14 00:07:58 <AndrewRT> KTC: need what?
Oct 14 00:08:03 <KTC> as far as i understand
Oct 14 00:08:30 <AndrewRT> Members can pass a Special Resolution (75% + notice) whcih restricts the powers of directors
Oct 14 00:08:46 <AndrewRT> but an ordinary resolution coudl otherwise be reversed by the directors
Oct 14 00:09:09 <AndrewRT> Art 15.1 The Directors shall manage the business of the charity and may exercise all the powers of the charity unless they are subject to any restrictions imposed by the 1985 Act or the 2006 Act, the Memorandum, these Articles or any Special Resolution.
Oct 14 00:09:44 <cfp> maybe we don't need that extra clause at all then. the members can just bind the directors to be good with a special resolution if there's a chance of them repealing it.
Oct 14 00:09:57 <Warofdreams> I think this may be the way to go
Oct 14 00:10:19 <mpeel> OK, I'm in support of removing the extra clause.
Oct 14 00:10:24 <cfp> either that or make all rules only creatable at a gm. i'm not sure the clause as is is workable. down the line who's going to know what came from where
Oct 14 00:10:33 <AndrewRT> At the moment we have several levels:
Oct 14 00:10:35 <AndrewRT> Mem & Arts (75%+notice)
Oct 14 00:10:36 <AndrewRT> Special Resolution
Oct 14 00:10:38 <AndrewRT> Member Rule (50%)
Oct 14 00:10:39 <AndrewRT> Director Rule
Oct 14 00:10:46 <AndrewRT> cfp: we'd need to keep good records
Oct 14 00:11:06 <Warofdreams> AndrewRT: that's fine for five years, but it's a mess in 20.
Oct 14 00:11:11 <mpeel> cfp: the GM would go on for even longer than this meeting if we did that...
Oct 14 00:11:40 <AndrewRT> mpeel: not necessarily, all Special Resolutions have to be proposed well in advance
Oct 14 00:11:51 <cfp> i think requiring 75% and notice to make something hard and fast binding (unchangable by directors) is reasonable
Oct 14 00:12:16 <cfp> the directors are elected by the membership and will sooner or later be up for reelection by them
Oct 14 00:12:27 <AndrewRT> are you proposing delete 28.4?
Oct 14 00:12:30 <cfp> if the directors cancel a rule made by the gm, then they're going to be out on their arse
Oct 14 00:12:43 <cfp> just the extra clause
Oct 14 00:12:44 <Warofdreams> unless they've got a very good explanation
Oct 14 00:13:01 <KTC> can i propose not to have the extra bit
Oct 14 00:13:07 <KTC> in 28.4
Oct 14 00:13:09 <cfp> i agree with ktc
Oct 14 00:13:13 <Warofdreams> i agree
Oct 14 00:13:25 <mpeel> KTC: so that 28.4 reads: "28.4 The charity in general meeting has the power to alter, add to or repeal the rules or bye laws." ?
Oct 14 00:13:29 <AndrewRT> I think if you give members the right to overturn rules, you need the last bit
Oct 14 00:13:42 <AndrewRT> otherwise you end up with ping pong
Oct 14 00:13:56 <Warofdreams> The members have to be able to change the rules
Oct 14 00:14:21 <mpeel> AndrewRT: that ping pong can be halted by the special resolution, no?
Oct 14 00:14:30 <cfp> i'm not sure you do. the board has been sent a clear message and if they value their jobs they won't go against the gm
Oct 14 00:14:30 <AndrewRT> Without the last clause that ability is meaningless because the directors can overturn the ruel teh next day
Oct 14 00:14:36 <AndrewRT> mpeel: yes thats right
Oct 14 00:14:48 <cfp> yes they can, but it doesn't mean they will.
Oct 14 00:15:02 <cfp> i think the fact that that last clause isn't in the standard text is revealing
Oct 14 00:15:09 <mpeel> plus, they can just not vote for the board members at the next AGM< which will also stop the ping-pong.
Oct 14 00:15:13 <AndrewRT> ok well if everyone is happy with it I'll withdraw this amendment
Oct 14 00:15:14 <mpeel> ... and cfp says.
Oct 14 00:15:22 <mpeel> * as cfp says
Oct 14 00:15:22 <AndrewRT> mpeel - I've seen it happen
Oct 14 00:15:36 <KTC> rigth that's that! weee
Oct 14 00:15:42 <Warofdreams> the directors are up for re-election in one year, so unless they don't want to be re-elected, or they've got a very good reason which the members will accept, they won't repeal the decisions of the GM
Oct 14 00:15:48 <AndrewRT> where a sovereign conference votes for a resoltion, the executive ignores it year after year
Oct 14 00:15:53 <KTC> well, the board can overrule, the members can call a gm to kick their arse out
Oct 14 00:16:00 <AndrewRT> fine ok
Oct 14 00:16:03 <cfp> cool. good work all.
Oct 14 00:16:16 <KTC> can i nominate someone to submit this to chapcom ?
Oct 14 00:16:17 <cfp> sorry for any part i played in that taking as long as it did
Oct 14 00:16:37 <AndrewRT> I'll change meta
Oct 14 00:16:52 <cfp> well i volunteer to find a charity lawyer to give it a final ok while we're waiting for chapcom
Oct 14 00:16:58 <AndrewRT> i suggest someone proofreads tomorrow for typos etc
Oct 14 00:17:01 <Warofdreams> this really, really should be our longest meeting
Oct 14 00:17:06 <cfp> or my tax law barrister friend if the worst comes to the worst.
Oct 14 00:17:07 <mpeel> we should all proof-read for typos
Oct 14 00:17:09 <AndrewRT> and the either sec or comms submits it
Oct 14 00:17:12 <KTC> and also, can i propose we try and finish much much sooner in the future lol
Oct 14 00:17:23 <AndrewRT> when, a few days?
Oct 14 00:17:28 <Warofdreams> I'm not going to be around much tomorrow, so I'm sitting on my hands here
Oct 14 00:17:31 <AndrewRT> KTC: secodnded
Oct 14 00:17:35 <cfp> we shouldn't have a lot to discuss at future meetings.
Oct 14 00:17:48 <KTC> tomorrow for proof reading
Oct 14 00:18:01 <KTC> (by tomorrow i meant today (i.e. 14th)
Oct 14 00:18:05 <AndrewRT> WarofDreams - you or me?
Oct 14 00:18:09 <KTC> and then AndrewRT ?
Oct 14 00:18:10 <cfp> legal checks can happen in parallel with waiting for chapcom.
Oct 14 00:18:17 <KTC> submit it to chapcom
Oct 14 00:18:29 <AndrewRT> cfp: yes i agree
Oct 14 00:18:47 <AndrewRT> shall i do it Wednesday?
Oct 14 00:18:52 <KTC> AndrewRT & Warofdreams, can one of you agree on who it is to do it
Oct 14 00:18:58 <KTC> now
Oct 14 00:19:06 <Warofdreams> I can't do it tomorrow
Oct 14 00:19:12 <AndrewRT> I suppose Mem&Arts is probably me
Oct 14 00:19:13 <cfp> AndrewRT then
Oct 14 00:19:31 <KTC> let the rest of us know when you've submitted it
Oct 14 00:19:36 <Warofdreams> Next meeting: Tuesday 21st October at 20:30?
Oct 14 00:19:37 <AndrewRT> Will do
Oct 14 00:19:40 <KTC> right, all other points on the agenda for the next meeting
Oct 14 00:19:45 <AndrewRT> yes please
Oct 14 00:19:49 <cfp> yeah that's fine.
Oct 14 00:19:51 <KTC> and that's that for this meeting :)
Oct 14 00:20:00 <Warofdreams> excellent. It's 00:19
Oct 14 00:20:02 <AndrewRT> thanks everyone
#wikimedia-uk
Oct 13 19:31:57 <Tango42> Good luck, guys! Oct 13 19:32:45 <AndrewRT> thx! Oct 13 19:32:57 <Tango42> KTC, why is being in a channel once never enough for you? ;) Oct 13 19:33:12 <KTC> :P Oct 13 19:33:22 <KTC> it's in case i um delete my log on this computer Oct 13 19:33:28 <KTC> which um, i did last time as you know... :D Oct 13 19:33:41 <Tango42> Don't worry, I'm logging both channels, as usual... Oct 13 19:33:42 <KTC> before discovering i never saved it on the other computer lol Oct 13 19:34:34 <_mary_kate_> wouldn't it be more useful for control of the domain to be transferred, not just the email addresses? Oct 13 19:35:09 <KTC> they (WMF?) can't decide on a policy with domains with the wikimedia trademark in Oct 13 19:35:12 <Tango42> in time, certainly, my thinking is that it's best to wait until v2.0 is an official chapter with a trademark agreement Oct 13 19:35:22 <KTC> and that Oct 13 19:35:34 <mpeel> I was about to say the same as tango42 Oct 13 19:35:51 <Tango42> Whatever WMF's policy is, it shouldn't be in the hands of a random individual Oct 13 19:36:04 <KTC> too late Oct 13 19:36:19 <mpeel> that will probably also be the best time to ask for a foundation-hosted wiki of our own to constitute the website... Oct 13 19:36:20 <Tango42> It should be transferred to either WMF or WMUK Oct 13 19:36:34 <mpeel> it should be transferred to WMUK Oct 13 19:36:56 <wknight8111_> is this going to be the regular weekly board meetng time? Oct 13 19:37:05 <Tango42> I makes little little difference, as long as it's redirected to uk.wikimedia.org Oct 13 19:37:05 <mpeel> no; normally tuesday evenings Oct 13 19:37:09 <KTC> at 8:30 Oct 13 19:37:31 <Warofdreams> we've pushed tonight forward to get on with approving the Mem and Arts Oct 13 19:37:55 <wknight8111_> okay, that's why i'm having so much trouble keeping my schedule organized Oct 13 19:38:38 <Tango42> For those that aren't aware, the last meeting got pretty close to the 3 hour mark before the board decided to cut and run having only got half way through the agenda - that's why this one is starting an hour earlier! Oct 13 19:38:52 <KTC> half way? Oct 13 19:38:58 <KTC> i'm not sure we got that far lol Oct 13 19:39:01 <Tango42> lol Oct 13 19:39:21 <Tango42> I had to open a bottle of scotch in order to make it through, and I was just watching! Oct 13 19:40:00 <KTC> u opened the bottle right away the time we decided to stop Oct 13 19:40:07 <KTC> must had be cuz we wanted a drink too ;) Oct 13 19:40:30 <Tango42> indeed Oct 13 19:43:47 <Majorly> KTC: you should really use proper links on mailing lists... Oct 13 19:44:08 <KTC> Majorly, i was sending that on a different computer Oct 13 19:44:12 <KTC> i do normally Oct 13 19:44:15 <KTC> (think) Oct 13 19:44:16 <cfp> yeah it's a bit of a pain. Oct 13 19:44:35 <KTC> but thanks for the notes Oct 13 19:44:39 <KTC> i'll make sure next time Oct 13 19:44:47 <Majorly> ta Oct 13 19:45:18 <Tango42> Didn't bother me much - I have firefox set up with a shortcut "w <page name>" takes me straight to the Wikipedia article, interwiki links work as well Oct 13 19:45:47 <KTC> i have the firefox search box to go to wp Oct 13 19:46:11 <KTC> which also work when its given interwiki links Oct 13 19:46:14 <Tango42> I got rid of the search box so I'd have more space. "w " goes to wp, "? " goes to google Oct 13 19:47:17 <Tango42> Good start! Let's keep this pace going! Oct 13 19:47:35 * mpeel is sure that we'll get bogged down in details sooner or later Oct 13 19:47:45 <KTC> shh Oct 13 19:48:10 <KTC> i knew that happened last week, but come on, let's at least it's pretend we don't think it's going to happen this time ;) Oct 13 19:48:14 <Warofdreams> the next few should be even quicker, as we basically agreed them last week Oct 13 19:48:23 <Tango42> It'll be up to the chair to keep things moving! Oct 13 19:48:58 <wknight8111_> but no pressure! Oct 13 19:49:19 <Tango42> No, no! Lot's of pressure! Oct 13 19:50:48 <wknight8111_> oh right, what did I say? Oct 13 19:51:35 <Tango42> You said no pressure, I said lots of pressure - You're kinder than I am! Oct 13 19:54:26 <Tango42> Non-board members: Anyone want to make a guess at the adjourning time (in BST), /msg it to me (so as not to influence the board), closest guess wins a virtual round of applause. Oct 13 19:55:31 <KTC> aww, why can't i take part? is it because i can propose to stop the meeting when that time come? :P Oct 13 19:56:00 <Tango42> Yes, that's precisely why... It's far too important a contest to be overshadowed by allegations of cheating! Oct 13 19:56:57 <wknight8111_> so the board meetings will regularly be at 19:30UTC on tuesdays? Oct 13 19:57:36 <wknight8111_> I like to double-check my UTC math, because I always mess it up Oct 13 19:57:54 <Tango42> Let's see if they reach the end of this one, if not they will probably end up being more often! I think that's the plan, though. Oct 13 19:58:32 <wknight8111_> okay, I want to get it into google calendar, or else it doesn't exist for me :) Oct 13 19:58:37 <KTC> it should normally be 8:30 british time on a tuesday night Oct 13 19:58:47 <KTC> the clock change on the last sunday of this month Oct 13 19:58:51 <wknight8111_> I have way too many things going on to try and do this all by memory Oct 13 19:59:00 <KTC> so it'll be 8:30pm UTC from then Oct 13 19:59:13 <KTC> (then being 28th) Oct 13 19:59:51 <Tango42> Un-parliamentary language by AndrewRT! Oct 13 20:01:02 <wknight8111_> ...if anything needs to be discussed with chapcom, I'm here... Oct 13 20:01:33 <Tango42> Question for chapcom: What kind of things are likely to cause you to reject the documents? Oct 13 20:14:36 <wknight8111_> Tango, I answered your question in the board room, did you see it? Oct 13 20:14:45 <Tango42> yep, thx Oct 13 20:22:11 <Tango42> cfp: The objects need to be entirely charitable, not just include something charitable Oct 13 20:22:20 <KTC> *nod* Oct 13 20:23:20 <AndrewRT> Tango, as it was your suggestion last time round - why heritage? Oct 13 20:23:47 <cfp> yup i know. still i think all the candidates on the table are going to be ok. Oct 13 20:23:49 <Tango42> Because preserving old documents isn't necessarily advancing education. Oct 13 20:25:20 <cfp> well people in education need to look at old documents. Oct 13 20:25:43 <cfp> but we do have heritage explicitly covered in the sub points. were it not for the crazy privileged object thing this wouldn't be an issue. Oct 13 20:26:15 <Tango42> Yeah, I don't see the point of one object and a load of sub-objects, just have a straight list Oct 13 20:26:43 <cfp> i'm increasingly feeling like i must be going mad, since apparently everyone else thinks it's stupid Oct 13 20:27:26 <Tango42> sanity is overrated Oct 13 20:27:33 <mpeel> what's sanity? Oct 13 20:27:44 <Tango42> It's what people in the real world have Oct 13 20:27:49 <mpeel> huh Oct 13 20:28:01 <Washing> lol tango Oct 13 20:28:24 <Tango42> You know, that place with the high blue ceiling and the bright yellow lamp and a faulty sprinkler system Oct 13 20:30:29 <Tango42> I like that suggestion, but change the ending to "by any and all means." and ditch the rest of the objects. What more need be said? Oct 13 20:30:42 <Tango42> (and then we can move on to the next item...) Oct 13 20:30:49 <KTC> :D Oct 13 20:31:21 <mpeel> Tango42: I think mentioning the UK and the WMF is worth having the extra objectives... Oct 13 20:32:08 <Tango42> Ok, but include mention them in that one object: Oct 13 20:32:26 <KTC> we've agreed on a wording Oct 13 20:32:31 <KTC> let's not go back to it... Oct 13 20:32:38 <cfp> umm did we? Oct 13 20:32:43 <cfp> we agreed it was an improvement Oct 13 20:32:49 <KTC> oh ffs Oct 13 20:33:14 <KTC> um, let's call that we've agreed on a wording for now Oct 13 20:33:17 <Tango42> "The charity's objective is to empower and engage people to collect, develop and effectively disseminate knowledge, educational content and heritage resources under a free license or in the public domain, particularly in the UK and using the Wikimedia projects, by any and all means." Full stop, period, the end, finis! Oct 13 20:33:20 <cfp> i'm sorry to be an arse. Oct 13 20:33:29 <KTC> yes, we haven't voted that it's final yet cfp Oct 13 20:34:46 <cfp> but my name's going to be on the bottom of this, so it has to be acceptable to us all, if we're going to risk the legal reprocussions Oct 13 20:34:55 <KTC> *nod* Oct 13 20:35:56 <Tango42> cfp: You're absolutely right. Don't sign anything you don't agree to. (Once we're incorporated and you're on an actual board you are legally obliged to do what *you* think is best, if you yield to pressure you're actually breaking the law!) Oct 13 20:37:09 * Tango42 has a serious case of deja-vu... Oct 13 20:37:29 <Tango42> Fortunately, there is still some scotch left... Oct 13 20:37:42 <KTC> pass some over Tango42 Oct 13 20:37:54 <Tango42> Ice? Oct 13 20:38:58 <Majorly> why is wknight8111_ voiced? Oct 13 20:39:13 <Tango42> He was answering questions about chapcom's POV Oct 13 20:39:16 <KTC> he was giving some informal chapcom advice Oct 13 20:39:20 <Majorly> o rly Oct 13 20:40:02 <Tango42> He had some useful info, particularly about time frames for getting documents reviewed and board approval and the like Oct 13 20:40:16 <Majorly> srsly? Oct 13 20:40:56 <KTC> <wknight8111_> Assuming no problems, approval by the chapcom can take anywhere from a week to a month, depending on how lazy people are being. It's usually closer to a week Oct 13 20:41:03 <KTC> <wknight8111_> Once the chapcom approves them, we pass them to the board for final approval, and this can take a very long time, depending on how lazy they are being Oct 13 20:41:16 <KTC> and other things Oct 13 20:41:48 <wknight8111_> you can unvoice me now, I'm going to be leaving soon Oct 13 20:41:50 <Tango42> The logs will be published at the end if you want to go through it all Oct 13 20:42:28 <KTC> thanks for your time and advice wknight8111_ Oct 13 20:42:37 Majorly mpeel Oct 13 20:42:55 <KTC> Tango42, Majorly was in the channel, i don't think he'll need the log if he wants to look it up :) Oct 13 20:42:55 <Warofdreams> yes, thank you. it was useful information Oct 13 20:43:25 <Tango42> I thought he was, but since he's asking I thought maybe he'd lost those logs. It happens, you know ;) Oct 13 20:43:48 * KTC kick Tango42 in the shin Oct 13 20:43:58 <KTC> it's um, not my fault, um, i reformatted my computer :P Oct 13 20:44:08 <Tango42> Board member abuse! Board member abuse! Oct 13 20:45:29 <KTC> itunes on XP x64 (got that working on there) wouldn't let me put songs onto my ipod. i finally bought a new ipod haven't lost my last one, wasn't going to not use it! so reformatted my computer :D Oct 13 20:48:07 <mpeel> your ipod hasn't converted you to a mac yet, KTC? Oct 13 20:48:25 <Tango42> Would you guys prefer it if we wrote the MoA in Welsh? It's probably legal... Oct 13 20:48:43 <KTC> if we decided to be located in wales sure ;) Oct 13 20:49:24 <Warofdreams> it would probably shorten the discussion... Oct 13 20:49:32 <KTC> i still like how my first encourter with old Scots was in an Indian resutarent.... :D Oct 13 20:51:24 <AndrewRT> Tango42: Only if our registered office was Wales! Oct 13 20:51:44 <KTC> let's go with "the objects is the promotion of the efficiency of the armed forces of the Crown or of the police, fire and rescue services or ambulance services" and be done with it ;P Oct 13 20:51:45 <Tango42> Isn't there an official definition of "free license" from some organisation with a TLA for a name? Just say "free license (as defined by...)" Oct 13 20:58:26 <KTC> Tango42, another glass of scotch ? Oct 13 20:58:44 <mpeel> sorry, KTC. I think we're nearing the conclusion of this debate. Oct 13 20:58:45 * Tango42 passes KTC a spare bottle Oct 13 20:58:55 <KTC> mpeel, um, 5 years of uni with a computer lab full of mac didn't get me to use it :D Oct 13 20:59:06 <mpeel> :( Oct 13 20:59:20 <mpeel> (and the same directly from my macs) Oct 13 20:59:22 <KTC> i tried to log into one once, when there were no other computer available Oct 13 20:59:31 <KTC> but i don't think i succeed Oct 13 21:00:34 <KTC> i would like to learn to use it, but i don't think it will ever likely (at least not in the forseeable future) be my main computer Oct 13 21:00:45 <KTC> likely to stick with windows or linux Oct 13 21:00:52 <Tango42> New rule: Anyone objecting to less than 3 words, don't! Oct 13 21:01:43 <mpeel> I once thought that. A year later, I switched entirely to mac. Oct 13 21:01:52 <mpeel> (now I have a windows pc again, but I barely use it...) Oct 13 21:02:12 <KTC> i don't have money to buy one atm for a start ;) Oct 13 21:02:16 <_mary_kate_> Tango42: fewer than 3 words! (i can object since you used 10 words) Oct 13 21:02:43 <Tango42> Yeah, you're right, fewer, I should know better... Oct 13 21:05:11 * wknight8111_ has quit (Client Quit) Oct 13 21:08:38 <Tango42> Wikimedia UK is a charity dedicated to tripling the population of elephants in Africa by means of HTTP! Oct 13 21:11:39 <Tango42> I all seriously, can I point out that you have now been arguing over one sentence for the last 45 minutes. You really need to stop spending forever on detailed drafting and concentrate on the important things or you will genuinely fail to meet your 6 month deadline (due to burn out). Oct 13 21:11:45 <Tango42> *In all seriousness Oct 13 21:12:46 <KTC> Tango42, no no, we've been arguing about a few words for more than an hour ;) Oct 13 21:13:20 <Tango42> It's beyond a joke now, KTC... Time for you to be a strong chair and get things moving. Oct 13 21:17:56 <mpeel> Tango42, the object is central to what the charity can (and will) do, so it's essential that it is entirely correct. Oct 13 21:18:44 <cfp> well look i'm going to carry on trying to get things to a state at which i'm happy with them, until i'm explicitly told to shut up, or kicked off the board. Oct 13 21:19:00 <cfp> painful as it is, we need to be pedants with this stuff. Oct 13 21:19:03 <Tango42> There is getting it right and there is agonising over insignificant minutia - you strayed into the latter some time ago now... Oct 13 21:19:53 <Tango42> Delegate drafting to an individual and get them to report back with a final version to be ratified at the next meeting. Worrying about quality of English during a board meeting is a very bad use of time. Oct 13 21:23:57 <mpeel> we need to get the AoA and MoA decided upon tonight. Oct 13 21:24:07 <mpeel> so leaving things for the next meeting is out of the question. Oct 13 21:24:51 <Tango42> You're optimistic... it's already 9:30 and you're on 5.1.1 of 10 agenda items... Oct 13 21:25:06 <cfp> you're probably right, td. it's still hard to get things concrete without actually just sitting down and discussing them though. Oct 13 21:25:07 <_mary_kate_> 9:30 PM? so like morning coffee time for wikipedians Oct 13 21:25:11 <KTC> Tango42, a lot of the AoA don't need debate Oct 13 21:25:36 <Tango42> I certainly hope so... Oct 13 21:25:54 <KTC> and the rest of the MoA was actually agreed upon last week Oct 13 21:25:57 <KTC> it's just standard wording Oct 13 21:26:03 <KTC> but i put it in the agenda anyway Oct 13 21:33:39 <Tango42> The documents are witnessed by someone you know, Form 12 is witnessed by a solicitor/JP or similar Oct 13 21:49:20 <Tango42> ditch the "at a general meeting" part - there's no reason why it can't be a written resolution Oct 13 21:49:40 * Washing has quit (Client Quit) Oct 13 21:50:30 <KTC> because i would rather it have a definite finish "date" for the issue Oct 13 21:50:54 <Tango42> ordinary resolution has a meaning set down in the Companies Act 2006 and it refers to resolutions of members Oct 13 21:51:08 <Tango42> to what benefit? Oct 13 21:51:23 <KTC> <Warofdreams> it stops arguments dragging on for ages Oct 13 21:51:35 <KTC> that's your route of appeal, once it's over, it's over Oct 13 21:51:57 <KTC> "a ... resolution." mean it can be bought up again and again Oct 13 21:52:26 <Tango42> it probably can anyway - the membership can do pretty much anything they like by ordinary resolution unless something explicitly says otherwise Oct 13 21:52:29 <cfp> can any single member table an ordinary resolution at an agm? Oct 13 21:52:34 <Tango42> yes Oct 13 21:52:40 <Tango42> I think so, anyway Oct 13 21:52:45 <Tango42> it's in the articles somewhere Oct 13 21:52:57 <KTC> Tango42, not if the article state the route of appeal Oct 13 21:53:32 <Tango42> only if it explicitly says that's a last chance Oct 13 21:56:26 <Warofdreams> Hm - from my experience, if a procedure is explicitly laid down in the Mem/Arts, then any attempt to avoid it will be disallowed by the chair Oct 13 21:58:05 <Tango42> The membership can generally overrule the chair Oct 13 21:59:04 <Warofdreams> true, but they're generally reluctant to, if the chair appears to be acting reasonably. Oct 13 21:59:17 <cfp> community do you care about 6 months v 18 months Oct 13 22:01:21 <Tango42> I say go with 18 months, but you would need to get community approval to go beyond 6 months, but that doesn't need to be in a legal document which is difficult to change. Oct 13 22:07:42 <KTC> Tango42, we're not doing that badly. :) (*touch wood*) Oct 13 22:07:50 <Tango42> :) Oct 13 22:14:58 <Tango42> leave it for an ordinary resolution as the standard wording says Oct 13 22:16:45 <Tango42> Appointed directors have to resign at the next AGM Oct 13 22:17:43 <Tango42> as long we pass an ordinary resolution limiting the maximum number, what's the problem? Oct 13 22:18:07 <Tango42> no need for that to be in articles Oct 13 22:18:20 <Tango42> if there's a maximum, that's the case anyway Oct 13 22:22:41 <Tango42> While the membership may agree continuity is good, that doesn't mean they'll all vote for the same existing board members. If everyone is standing, the vote could be split. Oct 13 22:25:46 <cfp> but it's approval voting, so in theory the vote being split isn't an issue Oct 13 22:28:28 <Tango42> If people decide they want some new blood on the board so vote only some of the existing board, but don't vote for all of them, then the vote can be split Oct 13 22:31:14 <cfp> yeah i see. but i presume who they voted for would be correlated. if one director has become disliked by a member of the community, the chances are other members of the community have similar thoughts Oct 13 22:31:34 <cfp> so you'd get a bit of fresh blood, and the more liked members of the original board Oct 13 22:32:05 <Tango42> yeah, that's fine if people are voting against existing members because they dislike them. It doesn't work if people are voting against them just because they want some fresh blood. Oct 13 22:32:32 <Tango42> There is a lot to be said for bringing new people on board even if the old people are doing a decent job Oct 13 22:34:15 <Tango42> It's all fun and games until somebody loses an eye. Then it's a new game - find the eye! Oct 13 22:34:24 <KTC> lol Oct 13 22:34:41 <Tango42> (I can't take credit for that, I heard it somewhere) Oct 13 22:36:36 <cfp> game theory pays for me to have a bed to sleep in at night... Oct 13 22:36:54 <Tango42> Game theory is good fun Oct 13 22:37:10 <Tango42> I've never studied it properly, but I've done some general reading on the subject Oct 13 22:37:19 <cfp> yeah it's fun in practice as well. Oct 13 22:37:24 <cfp> the maths of it is good. Oct 13 22:37:41 <Tango42> Nash equilibriums and the like? Oct 13 22:39:48 <cfp> well nash is normally the starting point. but there are thousands of equilibrium concepts nowadays Oct 13 22:40:17 <cfp> but i guess nash's theorem is a nice example since it's a one line proof via katukani's fixed point theorem Oct 13 22:40:34 <KTC> u lost me at the "one line proof" bit :D Oct 13 22:40:35 <Tango42> that's the best and worse thing about maths - things never get replaced, just added to! Oct 13 22:41:38 <cfp> things certainly get forgotten though... Oct 13 22:41:57 <Tango42> True Oct 13 22:45:07 <Tango42> That wording doesn't say which members remain if the board is inquorate Oct 13 22:45:24 <KTC> it never did Oct 13 22:45:54 <Tango42> it wasn't an issue when 2/3 of the board were going to remain anyway Oct 13 22:48:07 <Tango42> the disclaimer in the original only applied to the first AGM, so it wasn't a big deal if you just keep everyone. That's not practical for every AGM. Oct 13 22:51:01 <Tango42> You need 50% approval to elect a director. You could change that, but it would be extremely non-standard. Oct 13 22:52:03 <Tango42> An inquorate board can act, but only to appoint board members or call a general meeting Oct 13 22:52:21 <Tango42> they could just appoint people to fill the vacancies Oct 13 22:52:34 <Warofdreams> What if no-one is elected? Oct 13 22:52:53 <Tango42> They we're screwed? Oct 13 22:53:05 <Warofdreams> :D Oct 13 22:53:08 <Tango42> In that very extreme case, the whole old board can stay - there's no problem with the cap. Oct 13 22:55:51 <Tango42> If everyone stands down every year, then everyone has stood the same length of time, so it would always be lots of common assent Oct 13 22:56:22 <Tango42> *or Oct 13 22:57:07 <Tango42> having only the people that never got community approval remaining is the worst possible result! Oct 13 22:57:43 <Tango42> AndrewRT: That's exactly what having an ordinary resolution impose a maximum does Oct 13 22:58:10 <AndrewRT> yes Oct 13 22:58:30 <AndrewRT> but we earlier decided against that approach in favour of an explicit restriction at 17.4 Oct 13 22:58:45 <Tango42> You did? I missed that. Oct 13 22:59:22 <Tango42> didn't you defer the discussion until you actually reached article 17? Oct 13 22:59:37 <Warofdreams> Tango42: yes, I'm sure that's what we did Oct 13 23:02:25 <Tango42> "In the event that no-one is elected to the board, Thomas Dalton will be declared GodKing." - there, sorted. Oct 13 23:02:45 <Tango42> call a GM or appoint members directly Oct 13 23:04:49 <Tango42> If you end up with one unpopular person on the board, that's the membership's fault and that one person should have the power to run the chapter (by appointing someone to make the board quorate) Oct 13 23:05:43 * cfp has quit (Remote closed the connection) Oct 13 23:05:57 <Tango42> I don't blame him... Oct 13 23:06:04 <KTC> lol Oct 13 23:07:04 <Tango42> From google talk: "Tom: could you let everyone know that i've been kicked off the socks server i was using to get to irc Oct 13 23:07:06 <Tango42> they're upgrading the kernel" Oct 13 23:07:17 <Tango42> He's going to keep trying to reconnect Oct 13 23:07:32 <KTC> thanks Oct 13 23:07:41 <Tango42> that's what you get for taking so long - even the sysadmins can't believe anyone would be doing stuff this late! Oct 13 23:08:20 <mpeel> they probably think it's too early in the day rather than too late. ;-) Oct 13 23:08:31 <Tango42> lol Oct 13 23:14:28 * cfp (i=ball1377@raven.linux.ox.ac.uk) has joined #wikimedia-uk Oct 13 23:18:00 <Tango42> in 17.2(a), should that be "elected" not "re-elected"? Oct 13 23:18:11 <Tango42> I know it says re-elected in the original, but it seems wrong Oct 13 23:18:35 <Warofdreams> I think this is to stress that this only applies to people who are already Directors Oct 13 23:18:40 <KTC> no, it's re-election Oct 13 23:18:47 <KTC> what Warofdreams said (again) :D Oct 13 23:19:04 <Tango42> but it says "other than a director retiring" Oct 13 23:19:13 <Tango42> so (a) is redundant Oct 13 23:20:00 <Warofdreams> good point. We've struck "other than a director retiring", but that was in the original Oct 13 23:20:11 <Tango42> AndrewRT: Not AGM, just GM (or EGM). Oct 13 23:20:53 <Tango42> if one GM wasn't able to fill the seats, why would another be able to? Oct 13 23:21:41 <Warofdreams> if there's no hope of a quorate GM, it's probably time to dissolve the org Oct 13 23:22:16 <Tango42> We're not talking about the GM being inquorate, we're talking about the GM not electing enough board members to make a quorate board meeting Oct 13 23:22:53 <Warofdreams> ah yes, I see - well, if the members really cannot agree on more than one person for the board, then there's not much hope for it Oct 13 23:23:22 <AndrewRT> Tango: I missed that, what GM? Oct 13 23:23:23 <Warofdreams> provided at least two have been elected, they can act as a board until they choose to call another GM Oct 13 23:23:27 <Tango42> indeed, so that one person needs to unilaterally fill the rest of the board, otherwise the company can't operate Oct 13 23:23:27 <KTC> earlier point Tango42, yeah, the current wording give slightly more power to the board on recommendation Oct 13 23:23:43 <Tango42> The GM (well AGM, probably) that failed to elected at least 2 board members Oct 13 23:23:54 <KTC> actually it doesn't Oct 13 23:25:00 <Tango42> I worked out my misunderstanding with 17.2(a) - the board can nominate people it previously appointed and have retired because they weren't elected rather than by rotation. That needs rewording to fit your decision to not have rotations. Oct 13 23:25:46 <Tango42> resignation or death or board member becoming ineligible Oct 13 23:26:17 <Warofdreams> ah yes - that'd be the reason for 17.2(a) - but it fits our new purpose, too Oct 13 23:27:17 <Tango42> it still needs rewording to fit your purpose, though - you aren't currently distinguishing between people retiring because they were appointed and people retiring because it's the next AGM and everyone has to. Oct 13 23:27:35 <Tango42> They're the same thing for all purposes except 17.2 Oct 13 23:27:59 <Tango42> but 17.2 should treat them differently Oct 13 23:28:24 <Tango42> "by" not "be" Oct 13 23:32:04 <Tango42> You are significantly changing the defaults there - by default existing board members that were previously elected can stand again with no board approval or paperwork with members signatures Oct 13 23:32:13 <Tango42> you're requiring them to do the paperwork Oct 13 23:33:04 <KTC> yes Oct 13 23:33:21 <Tango42> I suggest changing 17.2 to say "Other than directors elected at a prior general meeting, no director can stand unless..." Oct 13 23:34:05 <Tango42> "currently a director" would include co-opted directors Oct 13 23:34:15 <Tango42> that's a change from the defaults Oct 13 23:35:14 <Tango42> There are two fasttracks - automatic standing and standing with board approval but no paperwork Oct 13 23:35:27 <Tango42> only elected directors get the former, co-opted directors get the latter Oct 13 23:35:34 <Tango42> that's how it works in the defaults Oct 13 23:35:52 <Tango42> my suggestion gets that behaviour but makes sense with everyone standing down at every AGM Oct 13 23:36:40 <KTC> not exactly Oct 13 23:36:43 <Tango42> *We have now passed the 4 hours mark* Oct 13 23:36:51 <mpeel> :( Oct 13 23:37:09 <Tango42> how not exactly? Oct 13 23:38:31 <KTC> co-opted member (i.e. those not retiring by rotation) can be appointed (after election) by recommendation of the board in the model Oct 13 23:38:37 <KTC> they didn't have to fill out the paperwork Oct 13 23:38:39 <Tango42> Ok, I'm going to bed, I'm so tired I'm starting to feel ill. Someone please publish the logs and I'll read them tomorrow. Hopefully you'll be able to cope without my suggestions! Oct 13 23:38:49 <KTC> thanks Tango42 Oct 13 23:38:50 <Tango42> KTC, yes, that's what I said Oct 13 23:38:51 <KTC> night Oct 13 23:38:52 <Warofdreams> thank you for your contributions Oct 13 23:38:57 <Tango42> you're welcome Oct 13 23:39:18 <AndrewRT> cheers Tango Oct 13 23:39:24 <Tango42> nightnight