I believe I can expand on the situation of wikimedia uk, some of it you are aware of, some your not but its as complete as i could possibly make it with the limited information i have. We need £5000 to get the Charity status, however it is possible to get an account to handle this money. What has been said about it being difficult is quite frankly a very simplified view of it. Now we have several ways we can get this £5000:1) The foundation pledge this amount and then give it to us when the status is achieved. There are no issues with an international organisation doing this. This would be the quickest method and hold the most guarantee's to getting enough money. 2) Funds raised during the annual fund raiser are redirected to WMUK. This would be viable if up to or more than £5000 comes from the UK. 3) or we try and get the money ourselves in some way shape or form. So we have 3 methods of doing this or possibly a 4th one consisting of a combination of the first 2 where the foundation simply tops up the difference between what we get from the fundraiser and £5000. Now what method we use is essentially down to the foundation and what they feel most comfortable with. At the moment there are other things that need to be dealt with first, so this isn't something that needs to be decided upon now. Just something that needs to be considered over the next couple of months. With regards to the bank account, when set up it would not allow us to claim back tax until we got the charity status but it would allow us to take payments. According to the person I spoke to on the phone they could easily alter the account when the tax back charity status came through. In regards to the timeline. Attaining charity status before the annual fundraiser is honestly going to be doubtful. The application takes approximately 40 days to complete if there are absolutely no hitches. I would plan to get signatures at the next AGM which is planned for september sometime. This would put completion of the charity status at the earliest for early-mid november and that is purely on the basis that everything go absolutely smoothly. The best approach would be looking for the application to be finished by the start of 2009 and worst case scenario by the end of the financial year 08/09. I hope this provides a clearer outlook on WMUK financially. Any questions I could clarify are welcomed as it may spot areas or things that i havnt thought about. User:Seddon @ en-wiki _________________________________________________________________ Get Hotmail on your mobile from Vodafone http://clk.atdmt.com/UKM/go/107571435/direct/01/

There is an account with Lloyds TSB that wouldn't require any transaction costs and could be set up without charity status and can be easily changed once that status is acquired. There is no issue on the UK side with regards to money coming in from abroad, this i checked with the charities commission and i spent some time talking to them on the phone. I'm sure mike godwin would be able to confirm that there is no issue from the US side. I believe the aim to achieving charity status is to allow donations from the uk to be re-embursed from the tax and I think I can almost gaurentee that once we will be easily over the £5000 threshold if that were to happen. However there is nothing holding us back from setting up an account as i mentioned above. Agreed Also from what i said above Those signatures have to come from all those registering as trustees. But yes this would need to happen after the AGM _________________________________________________________________ Win a voice over part with Kung Fu Panda & Live Search   and   100’s of Kung Fu Panda prizes to win with Live Search http://clk.atdmt.com/UKM/go/107571439/direct/01/

There are too many variables to state whether i will or not. Firstly when and where the AGM is gonna be will make a difference. I'm moving to cardiff permanently for uni in september so not the best time in the world really. Plus it depends on how other things in real life go. I cannot commit myself at this time. Ill email Mike and see what response I get. Only up to £5000 pounds, and as far as I am aware, we would be handling much larger amounts than that. So as a temporary measure to get membership fee's etc tax reimbursed would be fine, but it wouldn't work during the annual fundraiser. For that, the charity registration would be necessary. _________________________________________________________________ Get Hotmail on your mobile from Vodafone http://clk.atdmt.com/UKM/go/107571435/direct/01/

What may be worthwhile is putting in the paperwork for HMRC now, geting that sorted, then after the AGM dealing with the full charity status. _________________________________________________________________ Win New York holidays with Kellogg’s & Live Search http://clk.atdmt.com/UKM/go/107571440/direct/01/

At 04:26 +0100 27/8/08, Thomas Dalton wrote: The law has changed since the company (Wiki Educational Resources Ltd) was formed two years ago. It is now possible to incorporate as a company limited by guarantee and charity on the same day. See http://bit.ly/Charities_Act_2006 Gordo -- "Think Feynman"///////// http://pobox.com/~gordo/ gordon.joly(a)pobox.com///

It is a company limited by guarantee at the moment. The charitable status is on top of that, not instead of. Nothing has happened in the last few weeks, really. Nothing is progressing, hence the need for an AGM so we have an opportunity to elect a new board.

(Disclaimer: IANAL, I have just spent far too much time on the HMRC and Charities Commission websites!) Anyone can receive donations. Donations are just gifts, anyone can give them to anyone. The only issue is tax. The HMRC status counts as being a charity for tax purposes, so the donations will be tax deductible (in the case of donations from individuals, this means we can claim back the tax already paid on the donor's income using "gift aid", so if they donate £100 we can claim back about £25 extra from the tax man [I'm not sure of the exact amount, but it's about that]). As far as I'm aware, full charity status doesn't give us any additional rights or abilities, it just imposes more restrictions on us. It is, however, a legal requirement if you want to keep the tax deductibility once you have an income over £5000. Yes, but I'm not sure how much help you'll be - the WMF doesn't have any experts on UK law. We should be able to get free advice directly from the charities commission for most things, as I understand it. I'm not convinced a cash donation from the WMF would be legal (for WMF). The other was round certainly isn't, but I know very little of US charity law. Perhaps you could speak to Mike and get clarification on that? I agree, it shouldn't be an issue once we have a bank account capable of accepting donations. I agree, and if I'm elected to the board at the upcoming (in theory!) AGM, that will be my first priority (someone else may be better suited to actually be treasurer and do it, but I'll bring it up at every board meeting until it happens). Sounds plausible to me. I think that's the interest of everyone on this mailing list as well, hopefully it will soon be achieved. Hear, hear! Tom

The HMRC thing should be sufficient for starters. Some large donors may like full registration before they donate, but I think most just want to know it's tax deductible. What do mean by "no to the restrictions"? There are all kinds of restrictions on charities that there aren't on other companies limited by guarantee. The board of a charity are trusted with donated funds, the board of a plain limited company are just trusted with the company's funds - that's a big difference.

2008/8/28 Alison Wheeler <wikimedia(a)alisonwheeler.com>om>: I would count corporate donors in the "large donors" category - companies aren't likely to be donating small amounts. Small donations from individuals won't care about the difference between the HMRC status and full charity status, it it's tax deductible they'll know it's a trustworthy cause and just hand over the cash. Funds donated to a company are different from funds donated to a charity. For example, as a company there is nothing stopping us sending money to the WMF (that I know of, at least, feel free to correct me). As a charity, we can't do that because the trustees wouldn't have control over that money.

2008/8/28 Alison Wheeler <wikimedia(a)alisonwheeler.com>om>: The WMF would have control of the money once we gave it to them. There is a section on the charities commission website about charities supporting foreign organisations, have you not read it it? It would seem to be highly relevant to the chair of Wikimedia UK... Would you like the URL?

2008/8/28 Alison Wheeler <wikimedia(a)alisonwheeler.com>om>: I'll give you the URL anyway so that you can explain to me where I am going wrong in my interpretation of it: http://www.charitycommission.gov.uk/supportingcharities/cwi.asp#9 That seems pretty clear to me. You have no control over what the WMF does with the money, so it giving money to them would not count as charitable. You can spend the money on things for the WMF (new servers, for instance, which I believe the German chapter has done), but you can't just hand over the cash.

2008/8/28 Alison Wheeler <wikimedia(a)alisonwheeler.com>om>: Have you read that FAQ I linked to? Please explain how I'm misinterpreting it.

2008/8/28 joseph seddon <life_is_bitter_sweet(a)hotmail.co.uk>uk>: I really don't see the need. Their FAQ is perfectly clear. Perhaps if Alison explained the source of her knowledge, there might be reason to clarify it, but as far as I can tell she's just saying what she wants the law to be rather than having any concern over what it is. Please don't waste the charities commission's time with something which is already answered in their FAQ. Do you expect to get a different answer?

2008/8/28 joseph seddon <life_is_bitter_sweet(a)hotmail.co.uk>uk>: If you insist, but we don't have two interpretations. As far as I know, Alison hasn't actually read the FAQ, she's just stating what she believes rather than finding out what's actually true. Anyway, it doesn't matter, the company is a long way off applying for charitable status, the board at the time can worry about it when the time comes. I'm not going to bother with this argument any more - Alison's lack of knowledge about charity law is irrelevant.

-----BEGIN PGP SIGNED MESSAGE----- Hash: SHA1 joseph seddon wrote: As I recall, Delphine wrote on 8/27/08 at 3:18AM: I'm fairly certain that this doesn't mean we're going to hand a note to Mike Godwin and say, "look into this"; rather it possibly would involve the employment/contacting of a professional *within the UK* who is more knowledgeable about such things than any of us are. This would certainly mean that we can have all our i's dotted and our t's crossed well in advance. This is to the benefit of WMUK as well as the WMF; and save all of us a lot of "IANAL, but I am reading this as..." and let us spend time on the task of our Mission, both in the United Kingdom and outside. - -- Cary Bass Volunteer Coordinator Your continued donations keep Wikipedia running! Support the Wikimedia Foundation today: http://donate.wikimedia.org Wikimedia Foundation, Inc. Phone: 415.839.6885 x 601 Fax: 415.882.0495 E-Mail: cary(a)wikimedia.org

2008/8/28 Thomas Dalton <thomas.dalton(a)gmail.com>om>: The WMF has in the past accepted conditional donations. For various reasons hosting servers in the UK is probably not a good idea. There are however no shortages of wikipedia benefiting projects that could be carried out in the UK with some level of funding. One of the side effects of the UK's history is we have a number of surprisingly encyclopedic museums and archives. This is all highly academic at this time and I suggest we stick to focusing on the AGM. -- geni

The other limitation is that 21 days notice should be given. However that can be changed if 90% of members agree. _________________________________________________________________ Win a voice over part with Kung Fu Panda & Live Search   and   100’s of Kung Fu Panda prizes to win with Live Search http://clk.atdmt.com/UKM/go/107571439/direct/01/

2008/8/27 Thomas Dalton <thomas.dalton(a)gmail.com>om>: That should have been be 14th 3/4pm. London meet up is 14th at 1pm. http://en.wikipedia.org/wiki/Wikipedia:Meetup/London_13 -- geni

2008/8/27 Thomas Dalton <thomas.dalton(a)gmail.com>om>: The london meetup does however tend to pull people from outside london. Hold the AGM any other day and you are likely to get lower attendance than on the 14th. If the AGM is to be held on any day other than the 14th we need a date kinda like by Friday to sort out the issues of having two London events we would like people to turn up to in one month. -- geni

On Wed, August 27, 2008 21:33, Thomas Dalton wrote: um, you really should read the whole section before you say that as you have got it wrong. "46 (a) The Company may give any notice to a member either: i. personally; or ii. by sending it by post in a prepaid envelope addressed to the member at his or her address; or iii. by leaving it at the address of the member; or iv. by giving it using electronic communications to the member’s address. (b) A member who does not register an address with the Company, or who registers only a postal address that is not within the United Kingdom, shall not be entitled to receive any notice from the Company. 47 A member present in person at any meeting of the Company shall be deemed to have received notice of the meeting and of the purposes for which it was called. 48 (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. (b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. (c) A notice shall be deemed to be given: i. 48 hours after the envelope containing it was posted; or ii. in the case of an electronic communication, 48 hours after it was sent." ie. it is only required to be sent; if someone does not reply or it otherwise not contactable (ie they haven't updated their contact information) then the notice is still correctly given. There is also Clause 8: "The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Company." I note that WMUK has received four applications for membership in the last couple of days, which the Board will consider in advance of the AGM. It is clear from recent posts to this list that some individuals might be positioning themselves as possible candidates for election to the Board. In that possibility may I draw people's attention to the following: "27 No person other than a Director retiring by rotation may be appointed a Director at any general meeting unless: (a) he or she is recommended for election by the Directors; or (b) not fewer than fourteen nor more than thirty-five clear days before the date of the meeting, the Company is given a notice that: i. is signed by a member entitled to vote at the meeting; ii. states the member’s intention to propose the appointment of a person as a Director iii. contains the details that, if the person were to be appointed, the Company would have to file at Companies House; and iv. is signed by the person who is to be proposed to show his or her willingness to be appointed. 28 All members who are entitled to receive notice of a general meeting must be given not fewer than seven nor more than twenty-eight clear days’ notice of any resolution to be put to the meeting to appoint a Director other than a Director who is to retire by rotation." Whilst it is highly possible that the present Directors will agree to set aside some part of the notice periods it would clearly not be acceptable for candidates to be 'sprung' on members at the last minute. Could those considering standing, therefore, please make themselves known to myself in order that all may be informed. It would also probably be of use to members if such possible candidates gave some detail as to their experience and capabilities for the task of being a Company Director, eg. appropriate qualifications, other directorships, etc., alongside age and background / involvement with WMF and the projects. Regards Alison Wheeler for WMUK

On Wed, August 27, 2008 23:44, Thomas Dalton wrote: That has already been done to the extent that it has been possible to do, aiui. um, No. There is a process required (WER is a Limited company and has to follow the Articles of Association) and my earlier post made that clear. There is nothing about what "people prefer" about it, nor is there an option for people to "wait until [there is] a list". In all cases - as with the initial setup of the company and subsequent AGMs - all candidates have to make themselves known and detail their experience, etc. up front. As with any Limited company one can't leave such things until the AGM itself as (as previously detailed!) the candidate information has to be distributed in advance. Alison

On Thu, August 28, 2008 00:21, Thomas Dalton wrote: Maybe because, self-evidently, this list is not a valid means of advising members nor restricted to members! I am waiting on confirmation of location and timing from the Secretary; the consideration re notice period was regarding an 'if required' status. And I, as Chair, am advising this list - as possible members-by-that-date - that I expect to be notifying members of the full details of candidates in advance as, indeed, do most companies from what I have seen of AGM notices, etc. Yes, *additional* questions may be asked from the floor but a description/statement by a (possible) candidate in advance is expected and, in this case, required. Alison Wheeler CEO, Wiki Educational Resources Limited

On Thu, August 28, 2008 00:39, Thomas Dalton wrote: No. See the Articles of Association. We have *never* not accepted applications at any time since the founding of the organisation. All applications have been considered (though, I will note, there have been remarkably few) Now you are just being obtuse. "If required" in that "if we find the only possible date is within the required timescale are you (ie the member) ok with that". Of course notice is required, ffs! Asked and answered. I, in turn, strongly object to your use of "incompetence" when there has been none. The WMUK website had a notice asking for parties interested in the position of Director of Membership to contact the Board, but no suitable candidates were forthcoming (which, I note, included those recent applicants for membership). "Possible" in that at present the applications received have not be formally accepted by the Board so those individuals cannot currently be anything but 'possible'. As regards nominations, it isn't for me or the Board to make nominations (again see Articles of Association) however the Board *may* be prepared to recommend suitable candidates *if* it believes that would be in the best interests of the Company and its objects, however this has not yet been discussed by the Board and I am only making my own suggestion here. Alison Wheeler Hopefully, I am misinterpreting you

On Thu, 28 Aug 2008, Alison Wheeler wrote: With all due respect I don't recall seeing the answer to this question (what information is required to be given by people who wish to stand for positions on the board) on this list. Although Thomas is the most vocal person, he is not necessarily the only one. Nor do I recall seeing an answer, on this list, about whether sending the information by email is sufficient? Iif so, should this be sent to you personally, or to a different email address?. If sending something by post is required, where should this be sent - the only postal address I can spot on the WMUK website is the one on the membership application form (i.e. London N6)? (I understand that if it is the private address of a director they may not want this on the public email list, if this is the case please let us know how people wishing to send things to this address may find it) Finally, could you confirm that the London N6 address is still the correct address to send membership requests to. Please reply on list rather than to me individually. Chris -- Chris McKenna cmckenna(a)sucs.org www.sucs.org/~cmckenna The essential things in life are seen not with the eyes, but with the heart Antoine de Saint Exupery

2008/8/28 Thomas Dalton <thomas.dalton(a)gmail.com>om>: PS Alison mentioned she's received a few applications recently and I would assume they were sent to that address, so it does seem to be working.

On Thu, 28 Aug 2008, Alison Wheeler wrote: You have said *when* you require the information by, and the reason you require it (the law requires it, and anyway its good practice), but not actually *what* is required. You have also said what it would be "preferred/helpful" (notes about previous expiereince, involvement with WMF/projects, why you want to stand, and anything else that you (the person standing, or wishing to stand) thinks apropriate). Nowhere have you acutally said what is legally required - my /guess/ is that Name, address, date of birth, and any other directorships you hold are required. What about such things as any criminal record? NI number? previous addresses? bank details? passport details? Signature? Details and/or proof of any academic qualifications? A satement that you agree to the WMF passing on your details to Companies House (and any other place they are legally obliged to) if you get elected? Employment or unemployment details? If this is all detialed somewhere online, point us there rather than saying it has been answered previously when it hasn't been previously answered on this list (given that this is where the question was asked, it is reasonable to assume that this is where the answer will/would be given, unless explicitly mentioned otherwise).. Thank you, although answering "yes, email is fine" to the original equiry would have save a lot of bother. Not everybody here is familiar with company law, and it is reasonable to query whether applications for directorship are one occasion where doing it electronically is not possible. After all simple membership is not. Presumably then these can be emailed to you (or another director?) personally? This is slightly moot now you've answered that email is fine, but I am not aware of any forms on the WMUK site for people who wish to stand as a director. If there were, I would guess that by now you would have answered one of these many questions with 'there is a form on the WMUK website which has all the details you need'. As you haven't, it would appear there isn't one I'm overlooking. As clever as we all are on this list, I don't believe any of us can read the address on a form that doesn't exist. Yes, there is such an address on the /membership/ form, but this is not a form for wishing to stand as a director. It may or may not have been the same address as the membership form states, hence I asked the question (which you still haven't answered definitively). Thank you, as this question was about the membership forms, that do exist, (unlike the forms you refer to in the previous answer) you have now answered this question defnitively. I don't understand why you didn't answer Thomas when he first asked getting on for a month ago? While it is good to know that these forms will be kept up-to-date, the fact that other parts of the WMUK website (e.g. the fact that guarantor membership is available to non-supporting members) and information related to WMUK elsewhere (as has been discussed at length) has /not/ been kept up to date, means it was necessary to ask the quesiton. In all these email messages asking various questions of you in particular Alison, and of the WMUK more generally (not just my previous email), there are some things that are clearly not known, outside your control and others that you cannot publicly give a (straight) answer to. I acceept this, although it would be far nicer to be given the answer "I'm sorry I don't know" or "I can't publicly give you an answer to this at the moment, due to blah" rather than a political non-answer written in what comes accross as a very confrontational tone on many occasions. Additionally, it is particularly unimpressive and insulting to be given such a non-answer where there is clearly no need for one. It should not a month of pushing to get the answers like "yes, the address on the membership form is correct" and "prospective directors may send in their details electronically". It is from responses such as these that lead to the accusastions of being obtuse. Chris -- Chris McKenna cmckenna(a)sucs.org www.sucs.org/~cmckenna The essential things in life are seen not with the eyes, but with the heart Antoine de Saint Exupery