Volunteers - Frequently Asked Questions

Members

Being a Member

How do I become a member?

You can join online or fill out a paper form to apply for membership of Wikimedia UK. Your application will be reviewed and you will be notified by email when it has been approved.

Payment can be made in the following ways:

• Pay online using the online form - this is the quickest and easiest method.
• Pay by cheque made payable to 'Wikimedia UK' and sent to our address on our website. (Please note in order to be eligible to vote at an AGM or EGM your payment must have been processed 24 hours before the session is due to start as announced in the notice. You can pay in cash on the day if you attend if this is preferred)
• Pay in cash - you must indicate on your application form the name of the member you have given this too, or enclose with your form and post as with a cheque (cash sent through the post is at your own risk).
• Pay by online transfer to account 'Wikimedia UK' Account No: 20285122, Sort Code:60-83-01. Please use your email as the transaction reference and email membership@wikimedia.org.uk to confirm the transfer of funds.

In applying you are accepting limited liability if Wikimedia UK dissolved during your membership or within 12 months after it ends, by contributing not more than £1 to any outstanding costs. You are also undertaking to provide accurate and truthful details about your name and place of address, and informing Wikimedia UK if this changes so the register of members remains accurate.

Why do you keep a register of members?

Wikimedia UK keeps a record of membership details on a contact management database, which must include at minimum the name and postal address and start and end dates of a membership term for any approved member. This is because Wikimedia UK is a Company Limited by Guarantee registered in England and Wales, and the Companies Act 2006 requires it to keep a formal register of members.

You can read more about how the law requires the Company to keep this record here and some FAQs here.

How do you protect my privacy and data as a member?

Your details of member must be retained in accordance with company law for ten years, even if you do not renew your membership. However, the list is only accessible to selected charity staff and trustees - any request to access the list outside this group must be made in accordance with company law. If such a request is properly made the only information that the charity is required to disclose is name, address and membership term dates - no additional information will be shared.

For more information about how the charity manages data you may want to read our Data Protection Policy.

Board meetings

What happens at board meetings?

Board meetings are the means by which the Trustees fulfil their legal responsibilities as a body to come together to review staff reports, the status of community issues, and discuss and agree top level items that are vital to the management of the Charity such as budget and activity planning, policy and legal work and strategic direction and evaluation. They have been held around the UK and tend to alternate between meeting at the London office and another venue tied to community activity or a partnership collaboration.

Typically a meeting may open with a short in-camera session (This means that only board members and possibly one member of staff to take minutes are present) followed by an agenda that has been collaboratively drawn together in the preceding weeks in consultation with the Trustee acting as secretary. This will include review of staff reports and outstanding actions, specific items in relation to particular projects and decisions, and possibly broader items for more nuanced or wide-reaching discussions. From this actions will arise for Trustees, staff, and members of the volunteer community to take forward.

Between formal meetings Board members communicate through a closed wiki for Board members only, via email, and more broadly through various channels of communication with volunteers and staff to ensure decisions and discussions are moved forward.

Can I attend a board meeting?

Yes - by invitation at your own request. In fact, you don't even have to be a member to attend a board meeting - we encourage volunteers and interested parties to attend to gain insight into to the workings of the charity and ways they may choose to participate or feedback.

There is no right to attend a Board meeting per se, and if the board chose to hear an item in an in-camera session then it is expected that only board members will be present unless a member of staff is required to assist with minute taking. However, typically the Board of Trustees aims to make items open and for anyone to observe as part of the charity's broader commitment to transparency in governance. If you wish to attend a meeting drop a line to secretarywikimedia.org.uk so we can ensure we can accommodate all attendees - you can ask to have copies of board papers emailed to you in advance and notify us of any access requirements you may have.

Can I listen in/watch a board meeting remotely?

Board meetings are not currently routinely streamed live either as audio or video - in the past some meetings have been filmed and the media files subsequently released on Wikimedia Commons. There was a discussion about live-streaming board meetings amongst trustees at a board meeting in May 2013 and at the time it was decided that remote attendance at that board meeting would not be supported.

If you would like observe the business of the meeting but cannot attend there are several ways to remain informed and involved.

Can I ask questions about reports for board meetings?

Yes - members are welcome to review and discuss the contents of all reports presented to meetings; indeed feedback and additional information is often useful.

You can see the schedule for Board meetings which contains links to the agendas of forthcoming meetings. If you don't see a topic you would like discussed a good place to ask is on the discussion page of the agenda, or by writing on the talk page of the Secretary of the Board of Trustees. It may be for example that the topic is being discussed at committee level, or is included in a staff or trustee report and so will be covered in that section.

You can also ask questions of specific reports on the discussion pages for the file or page in question, and again, you can contact Trustees and Staff on their talk pages or by email to ask questions. Use whatever medium you are comfortable with - but remember, the advantage of posting on this wiki is that other members can read your queries and may feel motivated to contribute to a discussion too.

Trustees

Who are the Trustees?

Wikimedia UK as a registered company has articles of association which govern the procedures that constitute how the company works (you can read more below.) The membership elect the directors of the company who serve as Trustees on the board of the charity.

In 2013 the Articles of Association for the company were changed, making it possible for members to directly elect seven directors, and for a further three directors to then be supplied through co-option by the elected directors, with a possibility of a fourth co-optee helping to fill an interim vacancy in advance of a director making it known they intend to step down.

Our Trustees have come from a variety of backgrounds - some have been existing editors whereas some were entirely new to the Wikimedia movement. Some have had a lifetime of professional experience or experience serving on other boards; some have been in university or school when starting as Trustees. All have held in common a commitment to upholding the key principles of the charity; promoting the development and sharing of freely licensed educational content and putting volunteers at the heart of the projects that support it. Any member is eligible to stand for election or be co-opted, and if you would be interested in finding out more a good place to start is joining a committee as a volunteer.

What is the role of Trustees? Is it the same as being Directors?

Directors have the responsibility to ensure the financial probity of Wikimedia UK and its compliance with relevant legal requirements placed on it by company law.

Trustees' responsibilities go beyond this - they have to ensure that the activities of the organisation are compliant with charity law, and are delivering the 'public benefit' requirement that merits the organisation's charitable status. This means they have to consider spending and strategic decision making in light of how well and directly they help us deliver our mission and charitable objects. Also, because of Wikimedia UK's values statement they are obliged to conduct themselves in a manner consistent with being transparent and putting volunteers first in delivering our programme of work.

How can I communicate with Trustees?

Board members are contactable in various ways, and it helps to have a sense of what you want to ask or tell them about to decide which is best.

If you want to email all Trustees collectively you can send an email to board@wikimedia.org.uk. If you want to contact an individual member of the board you can use the details described on the Board page and email them individually or drop a line on their talk pages. Remember - all Trustees have time consuming duties in connection with the Charity and so may not see a discussion on a wiki or mailing list unless you draw it directly to their attention.

Board members also often attend events around the UK, including meet-ups, and drop into the London office at time to time when convenient. It's worth getting in touch to see when they might be at an event you could attend if you'd just like the opportunity to talk to them in person. Finally, if you prefer to write you can send a letter care of the office (see Contact us for details). If you mark it 'Confidential' it will be forwarded to the Trustee named.

Staff are always available to answer questions or assist where possible, so if in doubt you can always call the office or email membership@wikimedia.org.uk as a first step.

How do members 'hold Trustees to account'?

In the strictest sense members' formal power is one of voting - they can choose to elect Directors or chose to propose and support a special resolution to remove them if they feel they have failed in their duties.

However, in a more practical sense members support the Charity and fulfil their role most when they are actively engaged in the business of how it is governed. In 2013 members had the opportunity along with the wider community to participate in an open consultation on drafting the charity's five year plan. They are encouraged to sit on any non-board committee or working group which they feel they can contribute to, read widely on consultations put forth by staff and volunteers, and help edit and develop the strategies and policies that govern the charity's operation. As suggested in the section above on Trusteeship, members can attend board meetings if they wish, and are welcome to ask questions around reports or papers in connection with board meetings.

The bottom line is; members should feel they can access information they might need to judge the performance of the organisation in terms of legal requirements, best practice, and community values. All members receive a monthly members newsletter, and this too is a great way of getting a regular sense of what is happening and following up with further questions if necessary.

AGM and EGM

What are an AGM and EGM?

This is short-hand for 'Annual General Meeting' and 'Extraordinary General Meeting'.

Wikimedia UK is required by the Articles to hold an annual general meeting within fifteen months of the previous one, though ideally these are every 12 months. Members are required to receive a minimum of 21 days notice of the date, time and location of the meeting and procedures for voting. In addition to this, an extraordinary general meeting (or, essentially, a general meeting that is not primarily focused on the business of the AGM) will only need 14 days notice, or less if a majority of members can agree on this. The directors can chose to call one at any time, or a simple majority of at least 90% of members.

What happens at an AGM?

Wikipedia explains this quite well! An annual general meeting (commonly abbreviated as AGM) is a meeting that Wikimedia UK is required to hold. An AGM is held every year to elect the board of trustees, and to inform members of previous and future activities. It is an opportunity for the members to receive copies of the company's accounts as well as reviewing fiscal information for the past year and asking any questions regarding the directions the charity will take in the future.

Usually, the AGM will be a small meeting of 30-40 people, which will start with an overview by the Board and senior staff of what the charity has been doing, and what it plans to do in the future.

There will also be an election of new trustees - usually 3 or 4, depending on how many spaces are free. Each candidate will have a set period of time to talk, and if there is time, answer questions. The election will be overseen by two volunteer tellers, and members will be able to vote in person. The results will then be calculated, and announced after approximately an hour.

What happens at an EGM?

EGMs, or 'Extraordinary General Meetings', are rarer than AGMs. They can be called by the membership, or by the board. They are also called for a specific reason, and only the single reason for which they have been called, can be discussed. Some examples for why an EGM could be called are:

• A significant proportion of the membership requesting the removal of a trustee
• An urgent amendment to the company's Articles of Association

Two EGMs have been called in Wikimedia UK's history:

• One in 2011 (described here) to change our Articles of Association in order to become a charity
• One in 2013, (described here) to change various voting rules, and to change the number of trustees.

How do members vote?

You will be sent an individually-numbered voting form a few weeks in advance of the AGM, along with details of the resolutions and trustee candidates. If you attend the AGM in person you will need to bring your voting form with you in order to vote. The tellers may also accept votes placed electronically only by quoting the unique voting code. For more details see the Voting checks policy.

Company & Charity

What are the 'legal responsibilities and duties' of a member?

The Charitable Objects of Wikimedia UK are, for the benefit of the public, to promote and support the widest possible public access to, use of and contribution to Open Content of an encyclopaedic or educational nature or of similar utility to the general public, in particular the Open Content supported and provided by the Wikimedia Foundation.

Wikimedia UK is a registered charitable company that is incorporated in England & Wales as a "Company Limited by Guarantee" (Registered Company No. 6741827. Registered Charity No.1144513.). This means that the company has a separate legal identity from the members of the company, and except where they are also on the Board (See the articles of association) they have no further liability for the company’s debts beyond the amount of their personal guarantee (See the articles of association).

The company is controlled by its voting members under company law, for the purposes set out in the Objects of the charity (and not for the private benefit of those members). Each member has signed up to a guarantee, whereby they agree to pay up to £1 towards the company's debts should it go into liquidation and be unable to pay all its liabilities. The company is run from day to day by a Chief Executive, who heads up our Staff. In managing the company’s resources and activities the Chief Executive is required to follow the strategic direction and company policies which are governed by the Board whose members are its directors and who are regarded as its trustees for the purposes of charity law.

Why do members receive the annual accounts at the AGM each year?

Company law gives each member of a company the legal right to receive a copy of the annual report and accounts that the directors (trustees) are required to prepare and publish for each financial year. Members have the right to hold the Board to account for the company's proper administration - the AGM is a convenient opportunity for the members to question the Board about any aspect of their company's administration, so the accounts are normally copied to them with the AGM Notice.