Minutes 2008-10-21
Minutes of the Wikimedia UK v2.0 Board Meeting #wikimedia-uk-board, 20:30 21/10/2008
Constitution
Present with speaking rights: Kwan Ting Chan (KTC), Mickey Conn (MC), Tom Holden (TH), Mike Peel (MP), Andrew Turvey (AT)
Apologies for Absence
No apologies were received.
Minutes of Last Meeting
The minutes of the meeting of 13th October 2008 were available to view at [1] and were approved with one change under 5.1.1. Introduction: "AT and TH suggested three possible names for the new organisation" was changed to read "AT and TH brought three possible names for the new organisation to the attention of the meeting" because the names had been proposed prior to the meeting by other members of the community.
Matters Arising
Submission to ChapCom
AT submitted the Memorandum and Articles of Association (MoA and AoA) to the Chapters Committee (ChapCom), who state that they are being "actively considered". Andrew Whitworth, a member of ChapCom, was voiced. He stated that the two queries which have been raised so far are: what is the role and authority of the general assembly? and who do the auditors report to, and who are they appointed by? AT responded to the questions.
Release of Voting Information
MC has received voting information and will post it to the mailing list.
ACTION: MC to post voting information to mailing list.
MoA signatures requirement
AT has researched the requirements for signatures and has posted details at Memorandum of Association#Signature. MoA and AoA can be signed at the same time, or separately. Form 10 has to be signed by all subscribers on the same page.
Institute of Chartered Secretaries and Administrators guidance on notices
AT has researched the guidance and has posted details at Articles of Association#Notices.
External Communication
Once the company has been set up, someone will be needed to answer phone enquiries. Could use a dedicate mobile phone; will need to make number public. MP is willing to do this initially; it would be possible to use trusted volunteers who are not board members.
Company Formation with Companies House
All directors need to sign Form 10 on the same sheet. This could be achieved either by meeting in person, mailing the form to each other, or one director setting up a company with local friends, then co-opting other directors later. Following discussion, it was decided to meet in person in Derby, which is the most central location. AT will attempt to bring someone who can act as a witness. AT and MC to research possible locations to meet in Derby, near the station.
ACTION: AT and MC to research possible locations to meet.
Timetable Review
Activities are currently running behind the timetable. This is because drafting the MoA and AoA took longer than scheduled, and the ChapCom have not responded in time for this meeting. As a result, it was agreed to move all future dates on the timeline back 11 days to ensure that it remains possible. The board updated the timeline.
Membership Rules
MP agreed to draw up draft membership rules, to be circulated on the mailing list and discussed at the meeting in two weeks. The initial rules need not be the same as those used after the first General Meeting.
ACTION: MP to draw up draft rules and post to mailing list for discussion.
Expenses claims forms
The organisation is not yet in a position to pay expenses, but needs to draw up claim forms in order that claims can be made for future payment. TH to draw up claim form. Expenses incurred due to car travel to be paid on a mileage basis.
ACTION: TH to draw up claim form.
Review of draft MoA&AoA from informal advice
AT reported informal advice on the draft MoA and AoA. This was generally positive, with one concern expressed about the possibility of nominal conflicts of interest arising if a director worked in a junior role with a large organisation. The board agreed to amend the MoA [2] to prevent this situation arising.
ACTION: AT to inform ChapCom of change to MoA.
AOCB
Wikimedia trademark
AT to ask ChapCom how to initiate negotiations with the Wikimedia Foundation over use of its trademark.
ACTION: AT to contact ChapCom for advice.
Date and time of next meeting
The next meeting will be held on Monday 27th October at 18:00 in Derby. The date for the next online meeting will be agreed at that meeting.