Talk:Wikimedia UK v1.0/Articles of Association

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Part 9(2) sets the number of people who must be present at the AGM (or EGM) for anything to happen. The current sugestion is:

(2) A quorum is:
   the lower number of 75 per cent of members entitled 
   to vote upon the business to be conducted at the meeting 
   or that part of the meeting and 10 members entitled to 
   vote upon the business to be conducted at the meeting or 
   a part of the meeting;
   one tenth of the total membership at the time
  whichever is the greater.

Do we have any idea how many members we are likly to get? I would guess we will get about 1000 members quite quickly. If we only have one main class of membership then we are going to have to have quite large meetings. This could be a major expense. One option would be to change "whichever is the greater" to "whichever is the smaller" and limit the number of people who have a vote. The other option would be to say "one tenth of the total membership at the time or at least XX people" (say 50). Andreww 07:42, 15 November 2005 (UTC)

Under the proposed draft the Directors have the power to make by-laws setting up different classes of membership - all members will have the right to attend meetings, but needn't have the right to vote or speak at them. Personally I doubt we will get 1,000 members quickly (though it'd be excellent if we did!) - which was why I proposed wording that allows for a small number of members, particularly at the start. I am even more strongly doubtful that there will be much demand by members to attend an AGM or EGM (particularly as we'd offer no free catering! :) ) Jguk 18:54, 15 November 2005 (UTC)
It is possible that I did not read the article correctly. Is this table correct?
Number of voting members Number of nonvoting members Quorum
5 0 4
10 0 8
50 0 10
99 0 10
100 0 10
500 0 50
1000 0 100
50 50 10
100 900 100
If it is then I would say the problem would be to actually get enough people to turn up to the AGM and have the meeting, if we reach a large size. Should we add "or a maximum of 50 people" at the end? Andreww 20:07, 15 November 2005 (UTC)

Ah - good point - what I wrote doesn't quite work. Maybe a "lower of 50 members and...." as you suggest, or perhaps to restrict the quorum count to voting members (which is probably better), Jguk 22:25, 15 November 2005 (UTC)

So what about this for section 9(2):

(2) If more more than 500 members entitled to vote 
    upon the business to be conducted at the meeting or that
    part of the meeting, a quorum is 50 of those members; otherwise
    the quorum is the lower of 75 per cent of members entitled 
    to vote upon the business to be conducted at the meeting 
    or that part of the meeting and 10 members entitled to 
    vote upon the business to be conducted at the meeting or 
    part of the meeting.

if membership is small then the quorum is 10, if it is large then it is 50, and if it is very small it is less than 10 and we only count people who can vote (a meeting with a quorum but no power to end itself may be amusing, but not very helpful). We may want to think a bit more about the numbers 500, 50, 75 and 10. Andreww 09:35, 17 November 2005 (UTC)

Membership should be limited to 50 voting members. The Charity can still involve hundred or thousands of people in projects. Schools and other organizations and individuals will take part in "Wikipedia UK", but not be members LoopZilla 08:54, 16 November 2005 (UTC)

Why would that be a good idea? Also section (3) would could cause a lot of work for board if people want to kick up a stink about being excluded. (It may be easy to show that limiting the membership to 50 was not in the charities intrest, which could overturn the boards limit.) The second of Jguk's sugestions may be the way to go. For a model it may be worth looking at the rules used by a big charity. I know, for instance, that the National Trust has lots of voting members, and they manage to have a quorum at AGMs. However, this does not mean that I think the board should not limit membership early in the life of the organization, for example asking people to hold off with subscriptions until the charity is established and they can be used to get gift aid (if that is not too hard to set up). Andreww 11:22, 16 November 2005 (UTC)

I think that full membership could be limited, to 50 or 100. Small charities often have no members, only trustees. Associate members who cannot vote are also possible. But given that this is a national charity, it would make sense to have voting members. At some point. LoopZilla 23:23, 6 December 2005 (UTC)

Age of membership[edit]

The issue was raised at last Sunday's meeting that persons under the age of eighteen can't sign a legal document. Does this mean the members need to be over 18 or just those signing the MoA/AoA (including "Directors" as mentioned here)? Cormaggio @ 22:58, 15 November 2005 (UTC)

Browsing the companies house website a coupple of weeks ago I found an intresting factoid about director's ages. They would like all directors to be over 18 and would strongly sugest that a company looking to register a minor as a director reconsider, but they are unable to insist and would accept under 18 directors if pushed. However, I don't think our board members should be under 18 (and I doubt the charity commission would like the idea either). I don't think there would be a problem with having under 18 members, possibly as a non-voting member category. Andreww 11:08, 16 November 2005 (UTC)
However, this is already coverd by 19(1), I don't think we should change this. Andreww 11:11, 16 November 2005 (UTC)
Of course people under 18 can sign a legal document - well, most legal documents, anyway - the problem is that the document may not be binding on the signatory. But I doubt we would have under-18 signatories of the Memo and Arts, or under-18 direrctors, anyway. Under 18 members should not be a problem at all. -- ALoan 12:03, 18 November 2005 (UTC)

Changes required to the "Final draft"[edit]

Further changes that are required:

(1) At the meeting we agreed to have the name "Wiki Educational Resources", subject to their being no problem with the "educational" bit, which, as far as I am aware, there isn't. Can we change this from "Wikipersonages". If there is disagreement on this, can we have a quick way of resolving it so we can incorporate before Christmas.

(2) Change "Charity" to "Company" throughout (except for in "Charity Commission")

(3) Prefix the bits that refer to dealing with the Charity Commission and being in compliance with charities law to say that "If the company is a charity registered with the Charity Commission, then...." or words to that effect.

(4) In article 9, I thought we said the Treasurer only needed to be present if there was a vote on a matter dealing with the finances of the Company. This will always be appropriate for an AGM (as the accounts will be approved at them!), but the Treasurer's presence isn't a pre-requisite, say, for an EGM to pass a special resolution to change the name of the Company. 9(d) would then need to be amended to refer to a general meeting at which there is a resolution concerning the finances of the Company. Additionally, Article 9(b) needs to be amended to: "A quorum is:

<bullet>the lower number of 75 per cent of members entitled to vote upon the business to be conducted at the meeting or, if appropriate, for that part of the meeting, and 10 members entitled to vote upon the business to be conducted at the meeting or, if appropriate, for that part of the meeting; or <bullet>one tenth of the total number of members entitled to vote upon the business to be conducted at the meeting or, if appropriate, for that part of the meeting.

This quorum would mean that with 2 or 3 members, all would need to be present; if there are 4 to 7 members, 1 could be absent; if there are 8 to 11 members, 2 could be absent; if there are 12 or 13 members, 3 could be absent; and if there are 14 to 100 members, at least 10 would need to be present; if more than 100 voting members, 10% would need to be present.

New point (5): The articles should expressly permit directors to conduct the company's affairs via teleconferencing and IRC as well as face to face. As noted on the mailing list, legally a "meeting" involves people who can see and hear people - and, although this is always preferable, we should allow for teleconferencing and IRC if necessary, Jguk 19:53, 10 December 2005 (UTC)

We should then get at least four volunteer new members and solicitor and get this company incorporated.

One final note: Those looking to get directly involved at this stage may prefer not to contribute to the new fundraising drive, but instead to help bankroll (on refundable expenses) the setting up of the charity. Once we have charitable status, and those expenses are returned, they can be donated back at a 28% premium thanks to Gift Aid:) Jguk 20:14, 6 December 2005 (UTC)

Note that startup funds are available from the Foundation: see Chapter co-ordinator LoopZilla 23:28, 6 December 2005 (UTC)

Comments on Gift Aid[edit]

Also, I may not be UK tax payer again in the tax year 2007/2008, so I guess that I may not be able to enjoy the 28% ? LoopZilla 23:28, 6 December 2005 (UTC)

It would be the charities that you donate to, not yourself, that would benefit from the 28% - but your premise is right - charities can only recover an amount up to the level of income tax plus capital gains tax that you pay in each year to 5 April, Jguk 07:49, 7 December 2005 (UTC)

Thanks. Hence students and others on low incomes who donate would not in fact add the extra 28%. Can I assume that nobody has looked at the demographics of Wikimedia Foundation donations to see what proportion of the donations would actually be increased by UK Gift Aid? Just thinking out loud... LoopZilla 10:59, 7 December 2005 (UTC)
As far as I am aware, the only information on demographics the Foundation has from people who make donations is what those people who choose not to donate anonymously and have accounts on one or more Wikimedia wikis have chosen to say about themselves on the wiki(s) they contribute to. In my case my age is easily found out on Meta, my occupation on en (and maybe meta also), my name is most easy to find out from Commons, and I am not aware that I have made public anything regarding my sallary on the wiki. I strongly doubt that anyone has taken the trouble to do this, particularly since I can't even find a statistic about the number of donations we've received. Thryduulf 09:39, 8 December 2005 (UTC)
Thanks. I was thinking that if half (say) of Wikimedia UK donor are penniless students who do not pay UK taxes (income tax or capital gains tax) but are still happy to give a regular "micro-payment" then it may be less than optimal to register a limited company (and charity) with the obvious overheads (costs such preparing accounts, either "pro bono" or through a commercial Chartered Accountant). Indeed, what level on contributions can we expect in the first few years? The local chapter should be allowed to focus on project work in the early days, methinks, and grow naturally into a national (UK) charity. Hence I do support the incorporation, and wish to get a coherent structure in place. LoopZilla 10:35, 8 December 2005 (UTC)

Gordon, I can prepare accounts (all we'd need to buy is a copy of the Charity Statement of Recommended Practice issued by the Charity Commission). There would be a filing fee for the accounts though (£20?) and an annual return fee listing the members (£15?). If we had more than £100,000 turnover (I think), we'd need a separate Certified or Chartered Accountant to look at them. I still reckon it's worth it. Suppose we get £50,000 in gifts, of which 50% is via Gift Aid - then that's an extra £7,000. If we get £10,000 in gifts, of which 50% is via Gift Aid - then that's an extra £1,400. The admin will be worth it, Jguk 13:07, 8 December 2005 (UTC)

I obviously don't come over here enough. IIRC, provided a donor makes a gift aid declaration, the charity can reclaim 22% basic rate tax on their donation in any event, so a gift of £78 is worth £100 to the charity (22/78 is about 28.2%). As the declaration indicates, the donor is meant to have paid at least £22 in income tax or capital gains tax: if not, HMRC can claim the underpayment back from the individual (so the non-earning student who donates £78 can end up paying the £22 to HMRC so they can refund it to the charity). Of course, higher rate (40%) taxpayers get relief at their highest marginal tax rate, so can claim an extra 18% tax relief back from HMRC through their tax return. -- ALoan 01:13, 23 December 2005 (UTC)

Confirmation of AoA[edit]

I've marked up a couple of small changes, see [1], otherwise it seems ok. Are you all right for running this past a charity lawyer before incorporation, James? Also, have you found a solicitor for us to sign in front of? We need a time and place:) Jguk 22:42, 11 December 2005 (UTC)

James F. (talk) 23:19, 11 December 2005 (UTC)