Note: This notice has been sent to all directors and all members who have been confirmed
as of 20th March. It is also published on the mailing list and the Wikimedia UK wiki.
Wikimedia UK Annual General Meeting
help start the new chapter off in the right direction
Please join us at the Annual General Meeting of Wikimedia UK. The meeting will be held on
Sunday 26th April 2009, starting at 1pm, at the University of Manchester Students'
Union.
University of Manchester Students' Union is located on Oxford Road, 15 minutes walk or
a short bus ride away from Manchester Oxford Road train station. Manchester has good rail
links to cities across Britain - 3 hours from London, just over 2 hours from Birmingham,
an hour from Sheffield and 2.5 from Newcastle. If you are coming by car, central
Manchester is easily accessible from the M6/M62 motorway network and nearby parking is
widely available on Sundays. Manchester Airport is twenty minutes by train from
Manchester Oxford Road station.
Further details of the precise location will be sent out closer to the time.
The Agenda is:
1pm: Welcome, refreshments and informal discussions
2pm: Discussions led by our invited speakers and the Board
3pm: Formal business of the meeting, including hustings and election of the new Board
We expect the meeting to be over by 5pm, with further discussions and the first meeting of
the new Board continuing over dinner
We are currently confirming the speakers and will provide more information closer to the
time. Discussions at the AGM will focus on the priorities of the Board for the forthcoming
year and how we can make this new chapter a real success.
Set out below is an invitation for people to stand for the Board and details of the formal
resolutions which are to be proposed to the meeting. We have set out a form below to use
to vote electronically for the resolutions and to put yourself forward as a candidate.
If you are attending, please add yourself to the list at
http://uk.wikimedia.org/wiki/Meetings/2009_AGM/Attendees
Hope to see as many of you there as possible!
Regards,
Board of Wikimedia UK
20 March 2009
Wikimedia UK is the operating name of Wiki UK Limited.
Wiki UK Ltd is a Company Limited by Guarantee registered in England and Wales, Registered
No. 6741827.
The Registered Office is at 23 Cartwright Way, Nottingham, NG9 1RL, United Kingdom.
Invitation for candidates
The AGM will elect a new Board of Directors who will run the chapter
for the forthcoming year. The directors also function as Trustees of the
charity. Are you able to help out the chapter by becoming a Board member? We expect
directors will meet at least once per month and hope that directors
will take a lead in chapter projects outside meetings; we
are particularly keen to encourage candidates who bring experience of
media relations, legal matters, charity administration, project organisation or lobbying.
However, there is no requirement to dedicate
a certain amount of time to the chapter or to have any particular
skills - just disclose what you can bring
to the table and let the members decide!
Legal criteria
Before applying to be a candidate, please check that you fulfill the
legal criteria to be a director and charity trustee. These are, in
summary:
1. You are a member of the chapter, or nominated by a member
2. You are 16 years old or over
3. You are prepared to publicly disclose your real name, date of
birth, residential address and the names of any other companies you are
the director of
4. You are not an undischarged bankrupt, your estate has not been
"sequestrated", you have not made an undischarged arrangement with your
creditors and you have not granted a trust deed in favour of your
creditors
5. You have not been disqualified from acting as a company director or
removed as a charity trustee by the Charity Commission, the High Court
or the Court of Session (Scotland)
6. You have never been convicted of any offense involving deception or
dishonesty which is not a "spent" conviction - even if it was not in
the UK
If you have any questions regarding the above you are welcome to contact the Board or take
your own legal advice.
Duties
Once elected as a Board member, Directors and Trustees have certain general legal duties
and responsibilities. These include:
1. To act only within the powers given to them by the Articles of Association
2. To act in good faith and with integrity to promote the success of the chapter in
achieving its purposes,
with regard, where necessary to long term effects and the interests of
employees, the community, the environment, relations with suppliers and
customers, standards of business conduct and fair acting between
members of the chapter
3. To use the chapter's resources reasonably and only for the promotion of its
purposes
4. To exercise independent judgement and reasonable care, skill and
diligence and consider getting external professional advice on all
matters where there may be material risk to the chapter, or where the
board members may be in breach of their duties
5. To avoid conflicts of interest, declare them where necessary in
accordance with applicable law and not to accept benefits from third
parties where these may give rise to a conflict of interest
6. To avoid undertaking activities that might place the chapter's
assets or reputation at undue risk, ensure that the chapter remains
solvent.
In addition, the chapter's Board members are personally required to ensure that the
chapter
complies with its other legal duties such as those arising from being
an employer and its reporting obligations to Companies House and the
tax authorities.
Nomination
If you would like to nominate yourself as a candidate for the Board, please send an email
to tellers(a)wikimedia.org.uk by Sunday 5th April (23:59 GMT) which includes:
* Your membership number
* a statement that you would like to nominate yourself to serve as a
director and trustee of the chapter and that you fulfill the legal
criteria for appointment
* a statement as to whether you are over 18 or not
Note: slightly different election rules apply to candidates aged between 16 and 18
* Full name, any previous names, date of birth, usual residential
address, business occupation and the names of any other UK companies
which you have been director of in the last five years
Note these details will not be made public unless you are successfully elected, when they
will be filed with Companies House
You may also enclose a candidate statement for sending out with the ballot paper to the
voters and publication on the Wikimedia UK wiki if you wish, or you may send this
separately to the Tellers before the 5th April.
The Tellers will confirm receipt and acceptance of the nomination. The list of validly
approved candidates will be sent to all members within a week of the close of nominations
on the 5th April. Candidates can withdraw their nomination any time before the results of
the election are announced.
Resolutions
The AGM will consider the following resolutions:
1. Setting the maximum number of Directors to seven
2. Requiring the permission of the members to amend the Election Rules
3. Appointing those people elected under the Election Rules as directors
4. Adoption of the Membership Rules
5. Setting the Membership fee to £12 per year and £6 for concessions
6. Requiring the permission of the members to terminate the Chapter Agreement
7. Requiring the permission of the members to terminate or amend the Chapter Agreement
The full text of all resolutions and further explanations are given at
http://uk.wikimedia.org/wiki/Meetings/2009_AGM/Resolutions
If you would like to propose a resolution or an amendment, please email
secretary(a)wikimedia.org.uk before the meeting to discuss.
Resolutions 2, 6 and 7 are Special Resolutions which require a 75%
majority of members voting to vote in favour in order to pass. The
operative text of these Resolutions is set out at the bottom of this notice. All other
resolutions are Ordinary Resolutions which require a simple majority (i.e more than 50% of
those voting) to pass. The text of Special Resolutions cannot be amended at the AGM itself
because they require special notice; Ordinary Resolutions can be amended at the meeting.
The Board proposes Resolutions 1-6 and encourages all members to
vote in favour. They have been drafted after consultation with the community on the email
list and the wiki and we believe they are are in the best interests of the chapter.
Resolution 7 has been proposed by a member. Although
the Board understands the rationale for the motion, we think it is
likely that we will have to make amendments to the Chapter Agreement
in the near future. Requiring an Extraordinary General Meeting or a
Written Resolution to implement these would be an onerous requirement for the next Board,
which would not bring a proportionate benefit;
therefore, the Board encourages members to vote against this resolution. Our full argument
against is set out at
http://uk.wikimedia.org/wiki/Meetings/2009_AGM/Resolutions.
A statement in support of Resolution 7 is attached.
You have the right to appoint a proxy who can attend the AGM and
vote on your behalf. You may revoke the appointment of a proxy at any time. Your proxy
doesn't have to be a member but does have to attend the AGM in person.
You may also appoint the Tellers as your
proxy, and instruct them to vote in a certain way. This can be used as
a way of voting electronically, and you can still attend the meeting if you wish. If you
would like to do this, please email the following message to tellers(a)wikimedia.org.uk, no
later than 2pm on Friday 24th April, replacing the text within [ ] as appropriate:
I, [name], of the above email address, being a member of
Wikimedia UK, membership number [num] hereby appoint the Tellers (1) as
my proxy to vote in my name on my behalf at the general meeting of the
charity to be held on 26 April 2009 and at any adjournment thereof:
1. Setting the maximum number of Directors to seven: [insert "For" or
"Against"]
2. Requiring the permission of the members to amend the Election Rules: [insert
"For" or "Against"]
3. Appointing those people elected under the Election Rules as directors: [insert
"For" or "Against"]
4. Adoption of the Membership Rules: [insert "For" or "Against"]
5. Setting the Membership fee to £12 per year and £6 for concessions: [insert
"For" or "Against"]
6. Requiring the permission of the members to terminate the Chapter Agreement: [insert
"For" or "Against"]
7. Requiring the permission of the members to terminate or amend the Chapter Agreement:
[insert "For" or "Against"]
Unless otherwise instructed, the proxy [insert "may vote as they think fit or
abstain" or "must abstain"] from voting.
(1) If you would like someone else to be your proxy instead, please insert their name and
address here
Special Resolutions
The
operative texts of the Special Resolutions proposed are:
Resolution 2
The Members assembled in this Annual General Meeting
do hereby decide by Special Resolution to restrict the powers of the
directors such that they may not amend the Election Rules except
through another Special Resolution of members.
Resolution 6
The Members assembled in this Annual General Meeting
do hereby resolve by Special Resolution to restrict the powers of the
Directors as follows: The Directors may not, except with approval of
the Membership by Special Resolution, terminate this Chapter
Agreement.
Resolution 7
The Members assembled in this Annual General Meeting
do hereby resolve by Special Resolution to restrict the powers of the
Directors as follows: The Directors may not, except with approval of
the Membership by Special Resolution, terminate or amend this Chapter
Agreement.