Wikimedia UK v1.0/Articles of Association

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Here are the draft Articles of Association (LaTeX form) of the proposed UK Wikimedia Chapter. Any disussion should be on the talk page, please do not amend this page directly.

The draft Articles are based on the model Articles of Association on the Charity Commission website, amended over discussion at the 27 Nov 2005 meeting.

Draft final PDF form is here.

The draft[edit]





\section*{Articles of Association of\\Wiki Educational Resources}

The Regulations in Table C in the Schedule to the Companies (Tables A to
F) Regulations 1985 as that Schedule was in force on the date of adoption
of these Articles (hereinafter called "Table C") shall apply to the
Company save to the extent that they are excluded by or are inconsistent
with any of these Articles.


\item In these articles:

\item {}``\emph{the Act}'' means the Companies Act 1985;
\item {}``\emph{address}'' means a postal address or, for the purposes
of electronic communication, a facsimile number, an e-mail address or a
text message number in each case registered with or by the Company;
\item {}``\emph{the Company}'' means the company intended to be regulated
by these articles;
\item {}``\emph{clear days}'' in relation to the period of a notice means
a period excluding:

\item the day when the notice is given or deemed to be given; and
\item the day for which it is given or on which it is to take effect;
\item {}``\emph{the Commission}'' means the Charity Commissioners for
England and Wales;
\item {}``\emph{the Memorandum}'' means the Memorandum of Association
of the Company;
\item {}``\emph{officers}'' includes the Directors and the Secretary;
\item {}``\emph{the seal}'' means the common seal of the Company if it
has one;
\item {}``\emph{Secretary}'' means the Secretary of the Company or any
other person appointed to perform the duties of the Secretary of the
Company, including a joint, assistant or deputy secretary;
\item {}``\emph{the Directors}'' means the Directors of the Company.
During any period in which the Company is a charity, the Directors are
charity trustees as defined by Section 97 of the Charities Act 1993;
\item {}``\emph{the United Kingdom}'' means Great Britain and Northern
\item {}``\emph{in writing}'' includes communication via electronic means,
or by facsimile;
\item {}``\emph{electronic communication}'' means the same as in the Electronic
Communications Act 2000; and
\item words importing one gender shall include all genders, and the singular
shall include the plural and \emph{vice versa}.
Unless the context otherwise requires, words or expressions contained
in these Articles have the same meaning as in the Act, but excluding
any statutory modification not in force when this constitution becomes
binding on the Company.

Apart from the exception mentioned in this Clause, any reference to an Act of
Parliament includes any statutory modification or re-enactment of it for the
time being in force.




\item The subscribers to the memorandum are the first members of the Company.
\item Membership is open to other individuals or organisations who:

\item apply to the Company in the form required by the Directors; and
\item are approved by the Directors.
\item ~

\item The Directors may only refuse an application for membership if, acting
reasonably and properly, they consider it to be in the best interests
of the Company to refuse the application.
\item The Directors must inform the applicant in writing of the reasons
for the refusal within twenty-one days of the decision.
\item The Directors must consider any written representations the applicant
may make about the decision. The Directors' decision following any
written representations must be notified to the applicant in writing
but shall be final.
\item Membership is not transferable to anyone else.
\item The Directors must keep a register of names and addresses of the members.

\section*{Classes of Membership}


\item The Directors may establish classes of membership with different rights
and obligations and shall record the rights and obligations in the
register of members.
\item The Directors may not directly or indirectly alter the rights or obligations
attached to a class of membership.
\item The rights attached to a class of membership may only be varied if:

\item three-quarters of the members of that class consent in writing to
the variation; or
\item a special resolution is passed at a separate general meeting of the
members of that class agreeing to the variation.
\item The provisions in these articles about general meetings shall apply
to any meeting relating to the variation of the rights of any class
of members.

\section*{Termination of Membership}

\item[4] Membership is terminated if:

\item the member dies or, if an organisation, ceases to exist;
\item the member resigns by written notice to the Company unless, after
the resignation, there would be fewer than two members;
\item any sum due from the member to the Company is not received in full
within six months of it falling due;
\item the member is removed from membership by a resolution of the Directors
that it is in the best interests of the Company that his or her membership
is terminated. A resolution to remove a member from membership may
only be passed if:

\item the member has been given at least twenty-one clear days' notice in
writing of the meeting of the Directors at which the resolution will be
proposed and the reasons why it is to be proposed;
\item the member or, at the option of the member, the member's representative
(who need not be a member of the Company) has been allowed to make
representations to the meeting.

\section*{General meetings}

\item[5] ~

\item The Company must hold its first annual general meeting within eighteen
months after the date of its incorporation.
\item An annual general meeting must be held in each subsequent year and
not more than fifteen months may elapse between successive annual
general meetings.
\item All general meetings other than annual general meetings shall be called
extraordinary general meetings.
\item[6] The Directors may call an extraordinary general
meeting at any time.

\section*{Notice of general meetings}

\item[7] ~

\item The minimum periods of notice required to hold a general meeting of
the Company are:

\item twenty-one clear days for an annual general meeting, or an extraordinary
general meeting called for the passing of a special resolution;
\item fourteen clear days for all other extraordinary general meetings.
\item A general meeting may be called by shorter notice if it is so agreed:

\item in the case of an annual general meeting, by all the members entitled
to attend and vote; and
\item in the case of an extraordinary general meeting, by a majority in
number of members having a right to attend and vote at the meeting
who together hold not less than 95 per cent of the total voting rights.
\item The notice must specify the date time and place of the meeting and
the general nature of the business to be transacted. If the meeting
is to be an annual general meeting, the notice must say so.
\item The notice must be given to all the members and to the Directors and
\item[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.

\section*{Proceedings at general meetings}

\item[9] ~

\item No business shall be transacted at any general meeting unless a quorum is
\item A quorum shall be:

\item 10 registered members; or
\item one tenth of the total registered membership at the time
whichever is the lesser.

\item The authorised representative of a member organisation shall be counted
in the quorum;
\item[10] ~

\item If:

\item a quorum is not present within half an hour from the time appointed
for the meeting; or
\item during a meeting a quorum ceases to be present;
the meeting shall be adjourned to such time and place as the Directors shall

\item The Directors must reconvene the meeting and must give at least seven
clear days' notice of the reconvened meeting stating the date, time
and place of the meeting.
\item If no quorum is present at the reconvened meeting within fifteen minutes
of the time specified for the start of the meeting the members present
at that time shall constitute the quorum for that meeting.
\item[11] ~

\item General meetings shall be chaired by the person who has been appointed
to chair meetings of the Directors or, if the Directors have nominated
such a person, by the person, who must be a member of the Company,
who has been nominated to chair meetings by the Directors.
\item If there is no such person, or he or she is not present within fifteen
minutes of the time appointed for the meeting, a Director nominated
by the Directors shall chair the meeting.
\item If there is only one Director present and willing to act, he or she
shall chair the meeting.
\item If no Director is present and willing to chair the meeting within
fifteen minutes after the time appointed for holding it, the members
present and entitled to vote must choose one of their number to chair
the meeting.
\item[12] ~

\item The members present at a meeting may resolve by ordinary resolution
that the meeting shall be adjourned.
\item The person who is chairing the meeting must decide the date time and
place at which meeting is to be reconvened unless those details are
specified in the resolution.
\item No business shall be conducted at a reconvened meeting unless it could
properly have been conducted at the meeting had the adjournment not
taken place.
\item If a meeting is adjourned by a resolution of the members for more
than seven days, at least seven clear days' notice shall be given
of the reconvened meeting stating the date time and place of the meeting.
\item[13] ~

\item Any vote at a meeting shall be decided by a show of hands unless before,
or on the declaration of the result of, the show of hands a poll is

\item by the person chairing the meeting; or
\item by at least two members having the right to vote at the meeting; or
\item by a member or members representing not less than one-tenth of the
total voting rights of all the members having the right to vote at
the meeting.
\item ~

\item The declaration by the person who is chairing the meeting of the result
of a vote shall be conclusive unless a poll is demanded.
\item The result of the vote must be recorded in the minutes of the Company
but the number or proportion of votes cast need not be recorded.
\item ~

\item A demand for a poll may be withdrawn, before the poll is taken, but
only with the consent of the person who is chairing the meeting.
\item If the demand for a poll is withdrawn the demand shall not invalidate
the result of a show of hands declared before the demand was made.
\item ~

\item A poll must be taken as the person who is chairing the meeting directs,
who may appoint scrutineers (who need not be members) and who may
fix a time and place for declaring the results of the poll.
\item The result of the poll shall be deemed to be the resolution of the
meeting at which the poll is demanded.
\item ~

\item A poll demanded on the election of a person to chair a meeting or
on a question of adjournment must be taken immediately.
\item A poll demanded on any other question must be taken either immediately
or at such time and place as the person who is chairing the meeting
\item The poll must be taken within 28 clear days after it has been demanded.
\item If the poll is not taken immediately at least seven clear days' notice
shall be given specifying the time and place at which the poll is
to be taken.
\item If a poll is demanded the meeting may continue to deal with any other
business that may be conducted at the meeting.
\item[14] If there is an equality of votes, whether on a
show of hands or on a poll, the person who is chairing the meeting
shall have a casting vote in addition to any other vote he or she
may have.
\item[15] A resolution in writing signed by each member (or
in the case of a member that is an organisation, by its authorised
representative) who would have been entitled to vote upon it had it
been proposed at a general meeting shall be effective. It may comprise
several copies each signed by or on behalf of one or more members.

\section*{Votes of members}

\item[16] ~

\item Subject to Articles 3 and 14 and the next Clause, every member,
whether an individual or an organisation, shall have one vote.
\item No member shall be entitled to vote at any general meeting or at any
adjourned meeting if he or she owes any money to the Company.
\item Questions arising at a meeting shall be decided by a majority of votes

\item[17] Any objection to the qualification of any member's entitlement to
vote must be raised at the meeting at which the vote is tendered and the
decision of the person who is chairing the meeting shall be final.
\item[18] ~

\item Any organisation that is a member of the Company may nominate any
person to act as its representative at any meeting of the Company.
\item The organisation must give written notice to the Company of the name
of its representative. The nominee shall not be entitled to represent
the organisation at any meeting unless the notice has been received
by the Company. The nominee may continue to represent the organisation
until written notice to the contrary is received by the Company.
\item Any notice given to the Company will be conclusive evidence that the
nominee is entitled to represent the organisation or that his or her
authority has been revoked. The Company shall not be required to consider
whether the nominee has been properly appointed by the organisation.


\item[19] ~

\item A Director must be a natural person aged 18 years or older.
\item No one may be appointed a Director if he or she would be disqualified
from acting under the provisions of Article 31.
\item[20] The number of Directors shall be not fewer than
three but (unless otherwise determined by ordinary resolution) shall
not be subject to any maximum.
\item[21] The first Directors shall be those persons notified
to Companies House as the first directors of the Company.
\item[22] A Director may not appoint an alternative director
or anyone to act on his or her behalf at meetings of the Directors.

\section*{Powers of Directors}

\item[23] ~

\item The Directors shall manage the business of the Company and may exercise
all the powers of the Company unless they are subject to any restrictions
imposed by the Act, the Memorandum, these Articles or any special
\item No alteration of the Memorandum or these Articles or any special resolution
shall have retrospective effect to invalidate any prior act of the
\item Any meeting of Directors at which a quorum is present at the time
the relevant decision is made may exercise all the powers exercisable
by the Directors.


\item[24] At the first annual general meeting, all the Directors
must retire from office unless by the close of the meeting the members
have failed to elect sufficient Directors to hold a quorate meeting
of the Directors. At each subsequent annual general meeting one-third
of the Directors or, if their number is not three or a multiple of
three, the number nearest to one third must retire from office. If
there is only one Director he or she must retire.
\item[25] ~

\item The Directors to retire by rotation shall be those who have been longest
in office since their last appointment. If any Directors became or
were appointed Directors on the same day those to retire shall (unless
they otherwise agree among themselves) be determined by lot.
\item If a Director is required to retire at an annual general meeting by
a provision of these articles, the retirement shall take effect upon
the conclusion of the meeting.

\section*{The Appointment of Directors}

\item[26] The Company may by ordinary resolution:

\item appoint a person who is willing to act to be a Director; and
\item determine the rotation in which any additional Directors are to retire.
\item[27] No person other than a Director retiring by rotation
may be appointed a Director at any general meeting unless:

\item he or she is recommended for re-election by the Directors; or
\item not fewer than fourteen nor more than thirty-five clear days before
the date of the meeting, the Company is given a notice that:

\item is signed by a member entitled to vote at the meeting;
\item states the member's intention to propose the appointment of a person
as a Director
\item contains the details that, if the person were to be appointed, the
Company would have to file at Companies House; and
\item is signed by the person who is to be proposed to show his or her willingness
to be appointed.
\item[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.
\item[29] ~

\item The Directors may appoint a person who is willing to act to be a Director.
\item A Director appointed by a resolution of the other Directors must retire
at the next annual general meeting and must not be taken into account
in determining the Directors who are to retire by rotation.
\item[30] The appointment of a Director, whether by the Company
in general meeting or by the other Directors, must not cause the number
of Directors to exceed any number fixed as the maximum number of Directors.

\section*{Disqualification and removal of Directors}

\item[31] A Director shall cease to hold office if he or she:

\item ceases to be a Director by virtue of any provision in the Act or is
prohibited by law from being a director;
\item is disqualified from acting as a Trustee by virtue of section 72 of
the Charities Act 1993 (or any statutory re-enactment or modification
of that provision);
\item ceases to be a member of the Company;
\item becomes incapable by reason of mental disorder, illness or injury
of managing and administering his or her own affairs;
\item resigns as a Director by notice to the Company (but only if at least
two Directors will remain in office when the notice of resignation
is to take effect); or
\item is absent without the permission of the Directors from all their meetings
held within a period of six consecutive months and the Directors resolve
that his or her office be vacated,
subject to the agreement of the other Directors.

\section*{Directors' remuneration}

\item[32] The Directors must not be paid any remuneration
unless it is authorised by Clause 5 of the Memorandum.

\section*{Proceedings of Directors}

\item[33] ~

\item The Directors may regulate their proceedings as they think fit, subject
to the provisions of the articles.
\item Any meeting of the Directors may include tele-presence activities including
but not limited to those based on Internet Relay Chat and other
teleconferencing means available.
\item Any Director may call a meeting of the Directors.
\item The Secretary must call a meeting of the Directors if requested to
do so by a Director.
\item Questions arising at a meeting shall be decided by a majority of votes
\item In the case of an equality of votes, the person who chairs the meeting
shall have a second or casting vote.
\item[34] ~

\item No decision may be made by a meeting of the Directors unless a quorum
is present at the time the decision is purported to be made.
\item The quorum shall be two or the number nearest to one third of the
total number of Directors, whichever is the greater or such larger
number as may be decided from time to time by the Directors.
\item A Director shall not be counted in the quorum present when any decision
is made about a matter upon which that Director is not entitled to
\item[35] If the number of Directors is fewer than the number
fixed as the quorum, the continuing Directors or Director may act
only for the purpose of filling vacancies or of calling a general
\item[36] ~

\item The Directors shall appoint a Director to chair their meetings and
may at any time revoke such appointment.
\item If no-one has been appointed to chair meetings of the Directors or
if the person appointed is unwilling to preside or is not present
within ten minutes after the time appointed for the meeting, the Directors
present may appoint one of their number to chair that meeting.
\item The person appointed to chair meetings of the Directors shall have
no functions or powers except those conferred by these articles or
delegated to him or her by the Directors.
\item[37] ~

\item A resolution in writing signed by all the Directors entitled to receive
notice of a meeting of Directors or of a committee of Directors and
to vote upon the resolution shall be as valid and effectual as if
it had been passed at a meeting of the Directors or (as the case may
be) a committee of Directors duly convened and held.
\item The resolution in writing may comprise several documents containing
the text of the resolution in like form each signed by one or more


\item[38] ~

\item The Directors may delegate any of their powers or functions to a committee
of two or more Directors but the terms of any delegation must be recorded
in the minute book.
\item The Directors may impose conditions when delegating, including the
conditions that:

\item the relevant powers are to be exercised exclusively by the committee
to whom they delegate;
\item no expenditure may be incurred on behalf of the Company except in
accordance with a budget previously agreed with the Directors.
\item The Directors may revoke or alter a delegation.
\item All acts and proceedings of any committees must be fully and prompt\-ly
reported to the Directors.
\item[39] A Director must absent himself or herself from
any discussions of the Directors in which it is possible that a conflict
will arise between his or her duty to act solely in the interests
of the Company and any personal interest (including but not limited
to any personal financial interest).
\item[40] ~

\item Subject to Sub-clause (40)(b), all acts done by a meeting of Directors,
or of a committee of Directors, shall be valid notwithstanding the
participation in any vote of a Director:

\item who was disqualified from holding office;
\item who had previously retired or who had been obliged by the constitution
to vacate office;
\item who was not entitled to vote on the matter, whether by reason of a
conflict of interest or otherwise;
\item if without:

\item the vote of that Director; and
\item that Director being counted in the quorum;
the decision has been made by a majority of the Directors at a quorate

\item Sub-clause (40)(a) does not permit a Director to keep any benefit that
may be conferred upon him or her by a resolution of the Directors
or of a committee of Directors if, but for Sub-clause (40)(a), the resolution
would have been void, or if the Director has not complied with article


\item[41] The Company's seal must only be used by the authority of the
Directors or of a committee of Directors authorised by the Directors.
The Directors may determine who shall sign any instrument to which the
seal is affixed and unless otherwise so determined it shall be signed
by a Director and by the Secretary or by a second Director.


\item[42] The Directors must keep minutes of all:

\item appointments of officers made by the Directors;
\item proceedings at meetings of the Company;
\item meetings of the Directors and committees of Directors including:

\item the names of the Directors present at the meeting;
\item the decisions made at the meetings; and
\item where appropriate, the reasons for the decisions.


\item[43] ~

\item The Directors shall prepare for each financial year accounts as required
by section 226 (or, if applicable, section 227) of the Act. The accounts
shall be prepared to show a true and fair view and follow accounting
standards issued or adopted by the Accounting Standards Board or its
successors and adhere to the recommendations of applicable Statements
of Recommended Practice.
\item The Directors shall keep accounting records as required by sections
221 and 222 of the Act.

\section*{Annual Report and Return and Register of Charities}

\item[44] If the company is a charity registered with the Charity Commission, then:

\item The Directors must comply with the requirements of the Charities Act
1993 with regard to:

\item the transmission of the statements of account to the Company;
\item the preparation of an annual report and its transmission to the Commission;
\item the preparation of an annual return and its transmission to the Commission.
\item The Directors must notify the Commission promptly of any changes to
the Company's entry on the Central Register of Charities.
\item[45] Any notice to be given to or by any person pursuant
to the articles:

\item must be in writing; or
\item must be given using electronic communications.
\item[46] ~

\item The Company may give any notice to a member either:

\item personally; or
\item by sending it by post in a prepaid envelope addressed to the member
at his or her address; or
\item by leaving it at the address of the member; or
\item by giving it using electronic communications to the member's address.
\item 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.
\item[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.
\item[48] ~

\item Proof that an envelope containing a notice was properly addressed,
prepaid and posted shall be conclusive evidence that the notice was
\item 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
\item A notice shall be deemed to be given:

\item 48 hours after the envelope containing it was posted; or
\item in the case of an electronic communication, 48 hours after it was


\item[49] The Company shall indemnify every Director or other
officer or auditor of the Company against any liability incurred by
him or her in that capacity in defending any proceedings, whether
civil or criminal, in which judgement is given in favour of the Director
or in which the Director is acquitted or in connection with any application
in which relief is granted to the Director by the court from liability
for negligence, default, breach of duty or breach of trust in relation
to the affairs of the Company.


\item[50] ~

\item The Directors may from time to time make such reasonable and proper
rules or bye laws as they may deem necessary or expedient for the
proper conduct and management of the Company.
\item The bye laws may regulate the following matters but are not restricted
to them:

\item the admission of members of the Company (including the admission of
organisations to membership) and the rights and privileges of such
members, and the entrance fees, subscriptions and other fees or payments
to be made by members;
\item the conduct of members of the Company in relation to one another,
and to the Company's employees and volunteers;
\item the setting aside of the whole or any part or parts of the Company's
premises at any particular time or times or for any particular purpose
or purposes;
\item the procedure at general meetings and meetings of the Directors in
so far as such procedure is not regulated by the Act or by these Articles;
\item generally, all such matters as are commonly the subject matter of
company rules.
\item The Company in general meeting has the power to alter, add to or repeal
the rules or bye laws.
\item The Directors must adopt such means as they think sufficient to bring
the rules and bye laws to the notice of members of the Company.
\item The rules or bye laws, shall be binding on all members of the Company.
No rule or bye law shall be inconsistent with, or shall affect or
repeal anything contained in, the Memorandum or the Articles.\end{enumerate}

Signatures, Names, and Addresses of Subscribers:













Witness to the above signatures: