From Wikimedia UK
Jump to navigation Jump to search

Changes[edit source]

Milestone Date Planned*/Achieved
Start publicising the chapter and getting supporters 29 August 2008
Close list of candidates, deadline for candidate statements, begin public questioning of candidates 13 September 2008
End questions, begin voting 20 September 2008
Finish voting, construct board 27 September 2008
Submit draft Memorandum and Arts to Chapter Committee, begin preparing application for Companies House 4 October 2008
Receive OK from Chapter Committee, Submit application to Companies House, Start accepting applications for guarantor membership, Begin preparing charitable status application to the HMRC 11 October 2008?
Receive notice of incorporation from Companies House, Announce AGM, Start processing applications for guarantor membership received up to this date, Begin negotiation with WMF, Submit charitable status application to the HMRC 25 October 2008?
Hold AGM 25 November 2008?
Conclude negotiations with WMF, sign contract ? (Possibly before the AGM, possibly after)
Receive tax exempt status ? (Possibly before the AGM, possibly after)
Open bank account Within a fortnight of receiving tax exempt status

*The further in the future a planned date is, the more liable it is to be changed.

I'd like to keep things separate even if they happen on the same day, so that we can mark them as completed properly. Just because we plan for them to all happen at the same time doesn't mean they will. --Tango 18:54, 30 August 2008 (UTC)
It just makes clear that everything except the first element of the list will happen after that first thing happens. In any case, that wasn't my main change in this. I've pushed the AGM as far forward as it could go. Possibly some kind of compromise would be better, but I thought representing the other extreme was worthwhile. It certainly doesn't need to wait for charitable status and the WMF contract. I'm also not sure dates are particularly useful beyond the election period since most of the events are outside of our control. --cfp 19:44, 30 August 2008 (UTC)
Just noticed a problem with your timetable - we can't announce the AGM before processing the membership applications, since we won't have any members to announce it to at that time. --Tango 00:40, 31 August 2008 (UTC)
Sure we can. We'll be announcing it publicly, and so everyone who might have sent in an application to be a member will certainly here about it. And we'll still be meeting our legal obligations (you can only possibly have to announce it to current members at the time of the announcement which will I guess be the board). We'll then process all the applications in the month between the announcement at the AGM. --cfp 15:50, 1 September 2008 (UTC)
Then you have issues with how you handle people wanting to stand for the board. Only members can notify the board of their intention to stand, if people aren't members in time to do that, then the board would have to recommend them, which isn't an ideal situation. It would be better not to have to find work-arounds in order to get the first AGM to work properly. Let's do things by the book. --Tango 11:24, 2 September 2008 (UTC)

Suggested change[edit source]

How about:

Planned date* Milestone Achieved?
Start publicising the chapter and getting supporters 29 August 2008 Done
Close board member candidate list; deadline for candidate statements; start public questioning of candidates 13 September 2008
End of public questioning of board member candidates; begin voting 20 September 2008
End of board member candidate voting; assemble board 27 September 2008
Submit Draft Memorandum and Arts to Chapter Committee 4 October 2008
Submit application to Companies House 11 October 2008
Receive notice of incorporation from Companies House ? 25/26 October 2008
Begin negotiation with WMF
Submit application to HMRC for tax-exempt status
Begin accepting applications for guarantor membership
Conclude negotiations and sign contract with WMF ? 10 November 2008
Receive tax exempt status from HMRC ? 10 November 2008
Begin opening bank account
Finish opening bank account ? 25 November 2008
Begin accepting applications for supporting membership
Begin accepting donations
95% of received applications for guarantor membership processed ? 3 December 2008
Announce date and location of AGM
100% of received applications for guarantor membership processed ? 3 January 2009
Hold AGM

*The further in the future a planned date is, the more liable it is to be changed.

Some comments:

  • Not done exists if need be (hopefully not)
  • Should the candidate board members have a couple of days before their statements are required after the list is closed?
  • Perhaps a en:Gantt Chart would be better than a table?

Mike Peel 20:05, 30 August 2008 (UTC)

If you want two columns, I would have "Date Planned" and "Date Achieved", then we can not only see how far we've got, but if we're on schedule. My original plan had a week to put statements together, but Geni and I discussed it on IRC and decided that wasn't necessary. As long as we make the deadlines clear (once they're finalised), it doesn't really matter. I suggested a Gantt chart and everybody laughed! I think it's a good idea, though. --Tango 22:30, 30 August 2008 (UTC)
Also to avoid wasting WMF's time, maybe we should get charitable status and a bank account before we start negotiating with WMF? --cfp 23:59, 30 August 2008 (UTC)
I don't see why, registering with HMRC is just a formality, really (the checks are far less stringent than with the charity commission), and getting a bank account shouldn't be too difficult (time consuming, maybe, but we'll get there). I think it's beneficial to get the contract with WMF sorted ASAP since it's required for us to actually refer to ourselves as Wikimedia UK and describe ourselves as a chapter of the WMF. Until we can do that, we can't really do anything beyond getting set up (including help with the Wikimania bid, which would be good sooner rather than later). --Tango 00:38, 31 August 2008 (UTC)

Credit-worthiness issues[edit source]

re-sectioned as this has become it's own topic

Ook. It's just that James F was expressing some worries about how easy it'd actually be for us to get the bank account due to credit rating issues. (Mine is fine, but since so many of the candidates are young, there's certainly scope for worrying, though I think uni students are usually OK with credit ratings if they give their parent's address.) We should also be better placed because we'll be a charity before applying for a bank account. But nonetheless, there's certainly a risk at least that it'll be non-trivial and it'd be foolish to ignore it completely. --cfp 01:42, 31 August 2008 (UTC)

It may well be non-trivial to achieve, but I'm confident it is achievable. We don't need an overdraft or anything like that, so credit ratings aren't too important (they may still check because of the very minor credit that's involved in cheques and things). My credit rating, while not very long, is pretty good, I think (the only poor thing is the lack of any real income, but the bank account won't hold my money, so I can't see why that would matter). --Tango 02:12, 31 August 2008 (UTC)
Not to be a "downer", but your confidence is exactly how we felt when we started Wikimedia UK in 2004. Look where we are now.
James F. (talk) 10:46, 31 August 2008 (UTC)
Let's make things interesting, shall we? A pint says we can have a bank account set up by Christmas. You in? --Tango 11:18, 31 August 2008 (UTC)
Of course, though the pint is yours whether or not we make it. :-) I will do everything I can to help, but managing expectations is generally a good idea.
James F. (talk) 11:25, 31 August 2008 (UTC)
Thanks! Of course, I agree completely that we need to have realistic expectations, but a "doomed before we start" attitude isn't going to work either. The trick is to strike a happy balance between optimism and realism. I don't know the details of the problems you had, but I really don't believe there are problems setting up a bank account for a small charity that can't be solved given two years. The previous incarnation made it's own problems, from what I can tell. --Tango 12:12, 31 August 2008 (UTC)
(edit conflict) That's supposed to discourage us, James? To stop us from working towards this? I fail to see where that comment actually fits in with constructive discussion, to be honest. --Skenmy 11:20, 31 August 2008 (UTC)
My input is well-recounted by cfp, above. I'd hope you'd be rather more open to advice.
James F. (talk) 11:25, 31 August 2008 (UTC)
You didn't offer advice, you just offered pessimism. If you have any advice, we would welcome it (although I see no evidence that you ever managed to overcome any of the problems you had, so I doubt you do). --Tango 12:12, 31 August 2008 (UTC)
Identifying risks and planning mitigation strategies is an important part of any project planning. In helping us identify risks JamesF was certainly being helpful, even if it is not something we wished to hear. There is absolutely nothing to be gained by further 1.0/2.0 antagonism, so lets all assume good faith and "play nice". I'm going to go and talk to a few banks on Monday to clarify this and investigate the extent to which our proposed mitigation strategy of getting charitable status first will work. --cfp 13:18, 31 August 2008 (UTC)
JamesF didn't actually help identify risks, he just said it might not be easy. If he detailed what went wrong the first time it might actually be helpful. We have no way to know if charitable status will help solve the problems because we don't know what the problems are. Good luck with the banks, though, I was going to suggest that as one of the first things to do after forming the board, but there's no reason not to do it sooner - it would be good to know which bank will offer us the best account. We need easy access to our money (a cheque book could come in handy, cards are probably less necessary), no (or minimal) fees, if possible the option to set up direct debits (by far the best way of getting repeat donations, including membership fees), and anything else you can think of (that's all I can think of). --Tango 14:15, 31 August 2008 (UTC)
You should read more carefully. :-) In response to cfp's comment that it is "foolish to ignore [credit worthiness] completely" when considering people for the new Board, you said:
It may well be non-trivial to achieve, but I'm confident it is achievable [...] credit ratings aren't too important
... to which I highlighted that this impression may be wrong, and that it was exactly this impression that we had before starting Wikimedia UK.
In terms of hard advice, everyone on the new Board (not just the Treasurer and Chair or whomever) will need to be able to answer affirmatively to all of the following (roughly, and off the top of my head; some of the metrics may be off):
  • Are you at least over 21?
  • Have you had for at least 12 months a salaried, UK-based job paid through PAYE into a UK-based bank?
  • Do you have a history of obtaining, then paying off, debt, without any "blemishes" (missed payments, defaults, etc.)?
  • Do you have more assets than debts (ignoring mortgage)?
It's not great that this is required, but it's how life is. I'm not suggesting that each prospective Board member "prove" their credit rating (a screen-grab of Experian or whatever), but this is a very serious criterion, and one which a nascent company is unable to overcome if not understood.
James F. (talk) 15:36, 31 August 2008 (UTC)
It seems unlikely to me that people who are not signatories to the account would need to be credit checked - I'll wait and see what cfp finds out on Monday. Thanks for your advice, though, it is appreciated. --Tango 19:11, 31 August 2008 (UTC)

I would suggest considering a Co-operative Bank Community Directplus bank account,[1] which offers nearly free banking [2] to "charities, community groups, voluntary organisations". I think it is a fully featured telephone/post/internet account, very similar to a Co-operative Bank Business Account which I have used by post/telephone for years. They are familiar with community "Company limited by guarantee", which should make life easier. I've looked at the application form [3], and it seems you only need to list account signatories (not all directors), so it looks like only these would be credit-scored - so only the older directors with established good banking records could be put down as signatories. If opening an account remains difficult, I could add my name; as a long established Co-operative Bank Business customer and director, that should help ease things. I'm a bit reticent in becoming too involved, as I don't really have the spare time, but if that was the only way to pass a banking hurdle I would. Rwendland 18:51, 31 August 2008 (UTC)

Yeah I looked at the Coop the other night. They actually have a considerably worse deal than e.g. HSBC though. HSBC will pay interest on all credit balances, the co-op only on over 2k. HSBC will also give you free change up to £100, whereas the coop make you pay. So though on moral grounds I'd prefer the Co-Op it doesn't look like they're that good a deal. --cfp 20:49, 31 August 2008 (UTC)
Is that the HSBC Community Account? That says "interest [is paid] on credit balances between £10,000 and £5 million",[4] and then it is only 0.1% interest between £10,000 to £250,000 [5]. That makes the Co-op 1.12% over £2,000, 1.28% over £10,000, look good! [6] Co-op ATM withdrawal is free - would loose change be needed? Rwendland 21:44, 31 August 2008 (UTC)
You're right, I misremembered / misread. Still the change might be an issue. --cfp 13:02, 1 September 2008 (UTC)
I wouldn't worry too much about interest, there are more important concerns. If we're ever in the fortunate position of having enough cash that the interest may be significant, we can put it in some kind of high interest account (once we have a reliable budget and know we won't need it in the next few months). --Tango 22:12, 31 August 2008 (UTC)

Report back from Oxford's banks[edit source]

So here are the places I visited, and what I gleamed:

  • The Co-op - they don't deal with business/charity banking in store, someone should phone. (Charity Banking Team on 020 7977 2121 [7])
  • Halifax - they didn't have anyone available for me to talk to so they gave me a (uninformative) form and sent me packing.
  • Nationwide - were busy so only had a very quick chat with someone who knew what they were talking about: but they said categorically that they wouldn't credit score us for their charity account and found the idea a bit ridiculous: "banks might, we don't, we're a building society".
    • Spoke to someone who didn't seems too sure, but eventually handed me a leaflet for a "Treasurer's Trust Account". Identification requirements include Certificate of Incorporation, and an official document from Charity Commission quoting the Registered Charity Number. A letter from CC confirming "on the date of the letter, the institution would have been registered as a charity had it not been exempt" might or might not be enough. -- KTC 17:10, 1 September 2008 (UTC)
  • HSBC - I was served by some geezer who seemed to suggest that we could get the community account as soon as we incorporated (i.e. before we heard back from HMRC), though I'm not completely sure he knew what he was talking about. He said that they do credit score all directors, but he seemed to think that even students would pass the checks.

So it sounds like we have a range of options. --cfp 16:00, 1 September 2008 (UTC)

  • Barclays - A community account exist for a charity that has an income of less than £100,000. After spending over 10 minutes on the phone in a branch to someone sitting somewhere else, she agreed to (potentially) send to my local branch an information pack on this. (Potentially because they have to review and agree to our potential charitable objectives fits what they required. They'll phone me if they decide otherwise to discuss options.) Said account required a minimum of 2, and a maximum of 3 account holder, so not all directors/trustee would need to be check (if they do credit score). -- KTC 17:10, 1 September 2008 (UTC)
  • NatWest - checked online: free banking if annual turnover is less than £100,000 with the "Community Account" [8], but high fees (standard tariff) if we ever get above £100,000/year [9]. Best seen as a last resort I think. Rwendland 09:26, 2 September 2008 (UTC)
    That's a good point - were all those other details for small charities? I expect all banks will charge fees for large charities, and we may well become one in time (and it would be best not to have to change banks!). --Tango 11:26, 2 September 2008 (UTC)
    The Co-op offers free banking to at least 10 times the NatWest and Barclays limit, which I doubt we'd hit: "right to review ... for customers whose credit turnover exceeds £1m per annum, who deposit more than £100,000 cash per annum, or who deposit more than 5,000 cheques per annum." [10] If we are really bothered we could check out the other banks listed at this Charity info resource about banking: [11] which also lists some high-interest chequebook secondary accounts useful if you have a lot of cash. Rwendland 15:38, 2 September 2008 (UTC)
Excellent work, people! I suspect the number we would get from HMRC would be enough to satisfy the Nationwide requirement (if they need something from CC as well, we can probably jump through that hoop, it would just delay us a couple of weeks). What Barclays said about credit scores sounds like what I expected - what HSBC said sounds odd, we should talk to someone from there than knows what they're talking about and double check. If I find time, I'll phone up and make some appointments to speak to people in a few banks in the nearest town sometime in the next week (once I'm back at uni in October, I'll be much nearer to banks and can easily make appointments with them). Appointments are a good idea to make sure you get to see someone that knows their stuff. --Tango 21:51, 1 September 2008 (UTC)

Bank time[edit source]

The timetable at the moment only has two weeks to open the account. I suggest we leave four weeks, particularly given the ID requirements etc. AndrewRT 21:35, 4 September 2008 (UTC)

You're probably right. Those dates are just want seemed about right given a few seconds' thought, I was more interested in the tasks than the dates at that point. Feel free to change them. --Tango 22:07, 4 September 2008 (UTC)

Minor tasks[edit source]

A minor task is to grab a domain name to match the proposed company name - to check it is available and just in case someone else annoyingly takes it. Worth adding as a milestone so it's not forgotten? Rwendland 23:40, 11 September 2008 (UTC)

Do we need a domain name for Wiki Information Network? I think (and is all we need, and that's already in the hands of a Wikimedian, so we just need to negotiate with JamesF (I can't see him being against us using it). --Tango 00:08, 12 September 2008 (UTC)
I agree with Tango. Not sure it matters much to us if someone registers AndrewRT 17:22, 26 September 2008 (UTC)

Some Changes[edit source]

I would like to propose a few changes:

  1. Given this discussion, we need a few days after the close of voting to form the Board, elect officers etc. before we start the work agreeing the MoA & AoA between ourselves. I suggest inserting another week here
  2. Suggest we start negotiations with WMF as soon as incorporation docs are submitted - obviously we can't conclude them until after that but that's ok.
  3. Suggest start opening bank account as soon as incorporated but allow a month for it to complete.
  4. Is 3 January such a good time to have an AGM? I imagine most people would have other things to do then!
  5. Suggest we continue to accept membership after AGM is announced.

AndrewRT 17:46, 26 September 2008 (UTC)

Milestone Date planned* / Achieved
Start publicising the chapter and getting supporters 29 August 2008
Close list of candidates, deadline for candidate statements, begin public questioning of candidates 13 September 2008
End questions, begin voting 20 September 2008 0:01 UTC
Finish voting 27 September 2008, 23:59 UTC
Finish voting, construct board, elect officers 4 October
Submit draft Memorandum and Arts to Chapter Committee 4 11 October 2008
Submit application to Companies House 11 17 October 2008
Receive notice of incorporation from Companies House 24 31 October 2008
Begin negotiations with WMF 2618 October 2008
Begin opening bank account 11 1 November 2008
Apply to HMRC for tax-exempt status 26 October 1 November 2008
Begin accepting applications for guarantor membership 26 October 1 November 2008
Conclude negotiations with WMF, sign contract 10 November 2008
Receive tax exempt status 10 16 November 2008
Finish opening bank account 25 November 1 December 2008
Begin accepting donations and applications for supporting membership 26 November 2 December
Process applications for guarantor membership received so far 26 November 2 December
Finish processing applications for guarantor membership 2 December 7 January 2009
Announce AGM 3 2 December 2008
Hold AGM 3 7 January 2009

* The further in the future a planned date is, the more liable it is to be changed.

I think most of those changes are good, but why have you pushed back applying to HMRC and accepting membership applications? They can be done as soon as we're incorporated. --Tango 20:57, 26 September 2008 (UTC)
I've made changes above - what do you think now? AndrewRT 16:48, 27 September 2008 (UTC)
Looks good. We'll have a board soon that can make final decisions on things like this, so let's hold off on moving it over to the main page. --Tango 14:07, 28 September 2008 (UTC)
Good idea. AndrewRT 19:22, 28 September 2008 (UTC)
We can't open the bank account till we've hard back from HMRC. But I really don't think spending hours waffling about this is productive. We know what depends on what, we just need to do things as quick as conceivably possible. --cfp 21:42, 1 October 2008 (UTC)
I'm not sure we do know what depends on what, and I think working it out is time well spent as it will make our work on the board more efficient. HMRC are only going to confirm that we can get gift aid refunds from donations - I dont understand why we need to delay opening the bank account before we get this approval. It's important to start opening the account as soon as we possibly can as it could take a while. Do you think HMRC approval is a requirement for the Bank? AndrewRT 22:19, 1 October 2008 (UTC)
From my conversations with people in banks, the HMRC thing is only needed to avoid us getting taxed on any interest they pay us, we don't need that from the start (they'll want to see the Mem and Arts saying we can't distribute profits and minutes of a board meeting assigning relevant officer positions and agreeing to open the account with whatever signatories). A clear timetable is important so that we can see that the board is making reasonable progress, "as quick as conceivably possible" has a tendency to result in things taking longer than is necessary because there is nothing to actually aim for. --Tango 22:32, 1 October 2008 (UTC)
Note this timeline was adopted at the Board meeting, 2 October 2008. AndrewRT 21:00, 2 October 2008 (UTC)
hmm; maybe I should have told you that I already copied the board accepted version over... Mike Peel 21:28, 2 October 2008 (UTC)