AGM 2014/Resolutions

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

Special resolutions, proposed by the board

Special Resolution to simplify paragraph 16.3 of the Articles

Whereas paragraph 16.3 of the Articles is not drafted in a straightforward manner, and the board considers that it could be made easier to understand without change in meaning.

This Meeting hereby resolves by Special Resolution to cancel paragraph 16.3 of the Articles, which currently reads as follows:

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.

and to replace it with the following:

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 fix an upper time limit for continuous trustee service

Whereas, Wikimedia UK commissioned a first review of governance ('the Hudson review') which reported in January 2013 and a second follow-up review (the 'Chapman review') which reported in October 2013

and whereas both the Hudson and Chapman reviews recommended as a matter of good charitable governance that trustees should be subject to a maximum continuous service period, with Hudson recommending no more than three consecutive two-year terms

and whereas the board agrees with the recommendations but requires a vote of the members in order to incorporate them into the Articles.

This meeting resolves by Special Resolution to amend Article 16 of the Articles of Association of Wikimedia UK as follows:

INSERT 16.6 Directors, whether elected or co-opted, shall in any case retire after no more than six years of continuous office and shall not be eligible for a further period of office as Directors until at least twelve months have passed since their retirement. For the purpose only of this article, the period between consecutive Annual General Meetings shall be deemed be a period of twelve months.

Ordinary resolutions, proposed by the board

A motion relating to registration in Scotland

A resolution to tidy up an issue from previous AGMs

This 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.

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 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 note the annual report and accounts

This Meeting resolves that the annual report and accounts be noted.

A motion to set membership fees

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

This meeting resolves 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.

Ordinary resolutions, proposed by members

A motion to overturn the termination of Fæ's membership of Wikimedia UK

• Proposed by Mike Peel (talk) 17:26, 29 June 2014 (BST)
• Seconded by RexxS (talk) 19:21, 29 June 2014 (BST)

Pursuant to Article 4.5, by which an ordinary resolution of the members attending this General Meeting can overturn the termination of a membership;

Whereas the Board has failed to provide sufficient notice to Ashley van Haeften (also known as Fæ) that his membership was pending renewal, leading to him proffering the nominal fee for renewal of his membership after the grace period for his membership had expired;

Whereas the Board has resolved to terminate the membership of Fæ upon the renewal of his membership, which the Board viewed as a new application for membership;

Whereas Fæ has been a valuable member of Wikimedia UK, who served on the Board for several years, and who continues to provide a significant contribution to the organisation’s Objects and its key performance indicators;

This General Meeting resolves by ordinary resolution to view this instance as a termination of membership; to overturn the termination of Fæ’s membership of Wikimedia UK; and to accept his renewal of membership provided the membership fee is proffered to Wikimedia UK within the next four weeks.

Background points:

• WMUK does not currently send a notice that membership has entered “grace” period, instead relying on the small print at the bottom of its newsletter to do this. In this case, Fæ was sent several reminder emails pointing out that his membership needed to be renewed, but these only came after the grace period had ended.
• Fæ’s ongoing contributions to the Wikimedia projects, which have been financially supported by Wikimedia UK and are claimed in its KPIs, are described at commons:User:Faebot/WMUK_report
• Fæ has been volunteering for Wikimedia UK since his involvement in the Editathon at the British Library in January 2011. He became a trustee later that year, served as the Board’s Chair for a period, until he resigned from the board in early 2013. He has continued to be involved with the organisation since then.