AGM 2014/Resolutions

2014 Annual General Meeting AGM: Elections — Resolutions Miscellaneous: 2014 Annual Review · 2014 Annual Report · UK Wikimedian of the Year 2014 · Timeline

Note: These resolutions have been added here for discussion. None of these resolutions have yet been agreed by the board.

Special Resolution: Registration in Scotland

A special resolution to be proposed by the board to tidy up an issue from previous AGMs

Option A

The Meeting hereby resolves that Art.30 (compliance with Scottish charity law), which was added to the Company's Articles by Special Resolution passed at the 2012 AGM and retrospectively sanctioned by the Charity Commission on the basis that it is deemed to be a "regulated amendment" that can only take effect with the Commission's concurrence, shall be deemed to come into effect herewith."

Option B

This motion is a Special Resolution and therefore requires a 75% majority to pass. It has been proposed by (TBC - drafted by Mike Peel based on the 2012 resolution).

Whereas, in November 2011, Wikimedia UK was recognised as a charity by the Charity Commission of England and Wales

Whereas bodies which represent themselves as charities and have substantive activities in Scotland are also required under the Charities and Trustee Investment (Scotland) Act 2005 to register with the Office of the Scottish Charities Regulator

Whereas Wikimedia UK seeks to have activities throughout England, Wales, Scotland and Northern Ireland

Whereas, our legal advisers have recommended that we revise our Articles of Association to enable us to also be registered in Scotland

Whereas, a resolution was passed at the Annual General Meeting 2012 to amend the Articles to do this, but this change was deemed ineffective by the Charity Commission as it is a regulated alteration

Whereas Wikimedia UK now has permission from the Charities Commission to change the Articles according to this resolution

Resolves, by Special Resolution, to revise its Articles of Association by adding a new Article 30 as follows:

30. Nothing in these Articles shall authorise an application of the property of the Charity for purposes which are not charitable in accordance with s.7 Charities and Trustee Investment (Scotland) Act 2005.

I believe Option B above was drafted by Mike without his realising that we in fact have the necessary permission from the Charity Commission to change our Articles. We therefore don't need to go right back to the start of the process and have a vote on the changes to be made. We just need a vote as set out under Option A to give effect to the changes we intended to make an which we now have permission to make.Mccapra (talk) 10:00, 28 May 2014 (BST)

I agree. It seems that Option A is the right one to go for. --MichaelMaggs (talk) 13:01, 28 May 2014 (BST)

Special Resolution to simplify paragraph 16.3 of the Articles

Consider replacing:

16.3 Should the number of Elected Directors not retiring at an Annual General Meeting, due to not being required to retire by Article 16.1 or Article 17.5, and not choosing to retire voluntarily, number fewer than half the maximum number of Elected Directors (rounded down, if necessary) then a number of Elected Directors appointed at that Annual General Meeting equal to half the maximum number of Elected Directors (rounded down, if necessary) less the number of Elected Directors not retiring shall be required to retire at the next Annual General Meeting.

with this:

16.3 If more than three Elected Directors are appointed at an Annual General Meeting, the number appointed in excess of three shall be required to retire at the next Annual General Meeting

Special Resolution to update the Articles of Association

A few technical amendments need to be made, eg to refer to changed section numbers in recent legislation

A motion regretting the decision of the previous Executive Director of the WMF to prevent the charity from becoming an approved 'payment processor' for 2014

Some short details summarising our reasons for believing we should be an approved payment processor, asking the WMF Board to note these, and requesting that they reconsider the decision of the ED at the earliest possible time.

A motion to fix an upper time limit for continuous trustee service

Consider setting a six year maximum time period for continuous trustee service. After that, a trustee would have to step down for at least 12 months before being eligible for re-election or re-appointment. Move from two to three year terms in accordance with recommended charity board practice.

A motion to appoint board members

Whereas, those trustees whose term ran until 2014 have resigned effective at the end of this meeting, as required by the Articles of Association. Whereas, the Election Rules require an election of board members at this meeting.

This meeting resolves by Ordinary Resolution to hold an election in accordance with the Election Rules and then appoint the elected candidates as members of the Board of Trustees for the next two years.

A motion to set membership fees

Whereas, the Membership Rules require the membership fees to be reviewed by each AGM.

This meeting resolves by Ordinary Resolution to maintain the membership fees unchanged for Individual Members at £5 per year and for all Member Organisations at £100 per year.

A motion to appoint auditors

Whereas Messrs UHY Hacker Young of 22 The Ropewalk Nottingham have been appointed by the directors as auditors of the company,

This Meeting resolves to reappoint them as auditors until the conclusion of the next Annual General Meeting.