Talk:Governance Review/Advice on the Articles

Copyright

Chris says "This advice is published with [Stone King's] permission", the page bears a CC-by-SA license. Does the former warrant the latter? Andy Mabbett (User:Pigsonthewing); Andy's talk; Andy's edits 20:00, 7 February 2013 (UTC)

I'll double-check but I doubt they mind! The Land (talk) 21:20, 7 February 2013 (UTC)

Any news? Andy Mabbett (User:Pigsonthewing); Andy's talk; Andy's edits 19:41, 15 February 2013 (UTC)

Observations

It's always good to see professional legal advice and I'm glad that the chapter is seeking such advice in their operations. As Wikimedians we often have this culture of "IANAL but...[I'll act as if I am..]" and whilst this is useful it is often good to have a backup. As way of introduction I would point out that I was elected to the original board partly due to my professional background which includes, as an accountant, setting up, advising and auditing various limited companies (including charitable companies). Hence although I didn't support the chapter on a paid basis, it was still based on professional advice.

I would offer a few observations:

1. References to "the charity’s previous, non-charitable existence" are irritating and confusing. Right from the word go on 27 October 2008 the chapter defined itself as a charity and set out to act as a charity with the intention of persuading the Charity Commission of the same. As evidence of this, please see, for instance, the information send to candidates in the 2009 elections regarding "their duties as charity trustees". Present trustees who weren't around at the time may not appreciate this. The Articles were based on the standard Charity Commission constitution at that time for that precise reason. Talk of a "previous non-charitable existence" is misleading - Wikimedia UK has legal continuity as the same entity from 2008 to present day regardless of the change in recognition by the Commission or indeed the change in board membership.
2. It's unclear whether the recommendation under "Election rules/terms of service" to "these provisions" intends to mean just the provisions for term restrictions or all the election rules. It's also not clear whether Stone King are aware of the fact that these Election Rules have been "entrenched" by members and therefore have substantially the same status as the Articles themselves.
3. We already have and use electronic and postal voting for trustees based on the proxy rules in Article 18. I hope Stone King aren't inferring that they think this is invalid.
4. The Board already has the power to remove a trustee from office under the fairly circuitous route of Articles 4.4 and Article 18.1(c). It is even referred to in the Trustee Code of Conduct. I can't remember why it was set up in this way but it seems to be effective and includes various checks and balances so I can't see any reason to introduce a new power.
5. I agree that it would be a useful change of emphasis to change "director" to "trustee" although would note that the current terminology came from the Charity Commission's own Model Articles for charitable companies and the trustees would remain as directors in the Companies Act legal sense.

Hope this has been helpful. AndrewRT (talk) 22:10, 7 February 2013 (UTC)