Talk:Articles of Association

Minimum number of directors

I've proposed the following change:

"14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum except that the minimum number of directors until one month after the date of incorporation shall be one."

The rationale is that this makes it easier to form the company, given our remote locations, because it means the initial paper forms can be signed and submitted by one person, with the subsequent appointments being doen electronically. AndrewRT 18:41, 3 October 2008 (UTC)

I understand your reasoning, but I'm not sure I like the idea. There are rules about single-member companies that you should make sure you're familiar with if you're going down this road. For example, the first board member would need to take minutes of the "board meeting" where he accepts membership applications from the rest of the board and where he makes them board members, he would also need to keep a list of members that explicitly says he's the only member, and those are just what I remember off the top of my head - there's a whole section on it in the Companies Act (2006 or maybe the earlier one, I don't recall). There are also problems with Companies House's electronic submission system - Arkady tried to change the board members of WER Ltd. and it didn't work and didn't even tell her it hasn't worked. Relying on it from the beginning sounds unwise. And lastly, no offence intended, but I'm not entirely comfortable with the idea of trusting everything to one person. I think it's very unlikely that anything would go wrong, but giving past events I'd rather not take the risk. --Tango 21:22, 3 October 2008 (UTC)

I'm happy I'd be able to comply with the single member company rules that apply here. The bigger issue is one of trustig that one person and I wouldn't want to go down this route if the community wasn't comfortable with it. I'll put a note on the email list about it. AndrewRT 14:43, 5 October 2008 (UTC)

Given the opposition voiced here and on the email list, I'm withdrawing this proposal and I'll work with the three minimum. AndrewRT 23:57, 6 October 2008 (UTC)

Electronic address

I'd like to propose an expanded definition of address:

• "address" means a postal address or, for the purposes of electronic communication, a fax number, an e-mail or postal address, a text message number or the talk page of a person's user account in a wikimedia project in each case registered with the charity;

This means we can post notices on people's user talk pages if we choose to. AndrewRT 18:43, 3 October 2008 (UTC)

Good idea. If I interpret this correctly, the member has a choice of how we contact them, so this works well. If I'm misinterpreting and this would mean the board can choose to contact someone via user page then it's a bad idea because it makes it easier for people to miss notifications. --Tango 21:24, 3 October 2008 (UTC)

The key clause is "in each case registered with the charity" - i.e. the user would have to specify their user page as a place to receive notices when they sign up. AndrewRT 14:37, 5 October 2008 (UTC)

IRC Director meetings

I'd like to propose the following amendment to allow for Board IRC meetings:

20.4 No decision may be made by a meeting of the Directors unless a quorum is present at the time the decision is purported to be made. For the purposes of this Article 20, "present" shall include being present in an IRC channel where the notice for the meeting specifies that the IRC channel shall be used.

AndrewRT 18:49, 3 October 2008 (UTC)

The legal issue isn't the definition of "present" but the definition of "meeting", to make sure it's legally valid I suggest writing it terms of meetings. I would add something between 20.2 and 20.3 along the lines of "A meeting of the directors in defined to include electronic, text-based or voice-based, real-time communication where all present can send and receive messages from all present." Keeping it general like that means the board can choose to use Skype or something (both Skype Chat and voice chat) instead of IRC should they so desire. --Tango 21:12, 3 October 2008 (UTC)

I'd be happy with that alternative - as you say it would allow a greater range of electronic director meetings. Subject I think to the clearance from our friendly barrister and I'd like to apply to Board meetigns only - not general meetings which have more restrictive legal hoops to jump through. AndrewRT 14:42, 5 October 2008 (UTC)

Yes, general meetings should always be done in person - that's why I said "A meeting of the directors is defined...". --Tango 16:07, 5 October 2008 (UTC)

AndrewRT's input

I might be unable to make it to the meeting on Monday 13th October, or I may be late, so in case, here are my views:

1. Objects: I think we should go with the consensus here. I think #10 is redundant but I think there's no harm in including it if people want.
2. Membership Termination Notice: Although 21 days sounds like a long time, I'm wary of changing something in the model articles to reduce the rights of members. I don't know anything specific in the law to prevent it, but I think it could introduce legal risks (which increasing the rights of members clearly would not). Therefore I suggest we keep to 21.
3. Membership Termination Appeal: I think there should be a right to appeal to the next general meeting as per the second text at Wikimedia_UK_v2.0/AoA#Termination_of_Membership.
4. Quorum: 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 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)
5. Directors: I support having a minimum of 16, with a proviso that a majority must be over 18. The details of how this is worked out can be set out in the Voting Rules.
6. Director Appointments: I don't think the Board should be able to appoint directors except to fill vacancies. This can be acheived by setting the maximum number of directors to 5 (Art 14.3). I also agree with the proposal to require this to be unanimous.
7. Director Retirements: I think directors should retire every three years as per the Model Articles so that you get continuity
8. Delegation of Directo Powers: I don't think this should be extended to committees of non-directors. I don't think any committee will need Director powers.
9. Indemnity: I suggest 1B as this gives the Board the right to decide at a later date
10. Rules: I suggest we have Member-Agreed Rules to cover Elections, Membership and Minority Languages plus Board-Agreed Rules to cover Child Protection and Conduct of Meetings. I can't think of any others right now, but I'm sure more will emerge as time goes on!

Hope these comments have been helpful. AndrewRT 23:00, 12 October 2008 (UTC)

ChapCom comments

Informally fed back by wknight:

<wknight8111> 1) What is the role and authority of the general assembly?

<<wknight8111> 2) Who do the auditors report to, and who are they appointed by? AndrewRT 23:39, 28 October 2008 (UTC)

Explanatory notes added to: http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#General_meetings and http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Notice_of_General_Meetings AndrewRT 23:39, 28 October 2008 (UTC)

Difficult legal language

The articles contain some language that is purely of interest to a lawyer rather than our members. This may be an unavoidable fact of life, however does anyone object to linking to Wikipedia for terms that are plainly not Plain English? I'm thinking of very specific uncommon phrases such as Natural person which a layman reader may not realize has a very specific definition.

The constitutional documents also contain some uncommon phrases that are probably not even specifically legal. Anyone have ideas how to make phrases such as "instrument of proxy" a bit more pragmatic. Perhaps we need some way of adding helpful and simple explanations that are not legally recognized footnotes? Thanks --Fæ (talk) 11:11, 13 May 2012 (UTC)

Legalese exists because of a need for legal documents to be precise and to have a very clear legal interpretation. Our constitution is a legal document and that need does apply. The issue with "natural person" is that it just means "person" in lay English. It's only in legal English that "person" has a broader definition (including corporations). So, if we wrote the constitution in lay English, we would just say "person", but then when there is a problem and we end up in court over it, the court will interpret it using legal English and it won't mean what we intended it to mean. We might be better off taking the approach Creative Commons have with their licenses - the actual license is written is legalese, but there is another version of it intended for laymen. It is made clear that the legally binding version is the legalese one, but most people will be fine just reading the lay version. --Tango (talk) 16:05, 31 May 2012 (UTC)

The majority of this document was based on the standard charity Articles of Association as recommended by the Charity Commission. I don't think we've added too much to them that would fall under the definition of 'legalese', and I'd be wary of simplifying the language if CC put them in. I'm not sure that the document really lends itself to being summarised CC-style since it covers a wide range of topics, rather than simply the terms of reuse for a document, although it is a nice idea.

In terms of adding in links and footnotes, I think this is a good idea - but a note would need to be added to the top of the document to explain that the links and notes are there to aid the understanding of the document, but that they don't affect or alter the legal definitions. The master version of the document is the one that doesn't include those links and notes. Thanks. Mike Peel (talk) 21:16, 31 May 2012 (UTC)