AGM 2014/Resolutions: Difference between revisions

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(Following Board discussion, I have removed the 'Option B' resolution on Scotland as it was a suggestion based on partial information)
m (MichaelMaggs moved page 2014 AGM/Resolutions to AGM 2014/Resolutions: correct consistency)
 
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{{2014 AGM}}
{{2014 AGM}}


Note: These resolutions have been added here for discussion. None have yet been formally agreed.
==Special resolutions, proposed by the board==
===Special Resolution to simplify paragraph 16.3 of the Articles===


== Special Resolution: Registration in Scotland ==
''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.''
;A special resolution to be proposed by the board to tidy up an issue from previous AGMs


<s>=== Option A ===</s>
''This Meeting hereby '''resolves''' by Special Resolution to cancel paragraph 16.3 of the Articles, which currently reads as follows:''


''This Meeting hereby '''resolves''' by Ordinary Resolution 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."''
:''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.''


<s>=== Option B ===
''and to replace it with the following:''
'''''This motion is a Special Resolution and therefore requires a 75% majority to pass. It has been proposed by (TBC - drafted by [[User:Mike Peel|Mike Peel]] based on [[Annual_Conference_2012/AGM_Resolutions#Registration_in_Scotland|the 2012 resolution]]).'''''


Whereas, in November 2011, Wikimedia UK [http://blog.wikimedia.org.uk/2011/11/charity/ was recognised as a charity] by the Charity Commission of England and Wales
:''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.''


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 [http://www.oscr.org.uk Office of the Scottish Charities Regulator]
===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''


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


Whereas, our legal advisers have recommended that we revise our [[Articles of Association]] to enable us to also be registered in Scotland
''and whereas the board agrees with the recommendations but requires a vote of the members in order to incorporate them into the Articles.''


Whereas, a resolution was passed at the [[2012 AGM|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
''This meeting '''resolves''' by Special Resolution to amend Article 16 of the Articles of Association of Wikimedia UK as follows: 


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


Resolves, by Special Resolution, to revise its [[Articles of Association]] by adding a new Article 30 as follows:
==Ordinary resolutions, proposed by the board==
=== A motion relating to registration in Scotland ===
A resolution to tidy up an issue from previous AGMs


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.
''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.''


::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.[[User:Mccapra|Mccapra]] ([[User talk:Mccapra|talk]]) 10:00, 28 May 2014 (BST)
=== A motion to appoint board members ===
:::I agree. It seems that Option A is the right one to go for. --[[User:MichaelMaggs|MichaelMaggs]] ([[User talk:MichaelMaggs|talk]]) 13:01, 28 May 2014 (BST)<s>
''Whereas, those [[Board|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.


==Special Resolution to simplify paragraph 16.3 of the Articles==
=== A motion to note the annual report and accounts ===
''This Meeting '''resolves''' that the annual report and accounts be noted.


''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 but without change in meaning.''
=== A motion to set membership fees ===
''Whereas, the [[Membership Rules]] require the membership fees to be reviewed by each AGM.  


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


:''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.''
=== 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,


''and to replace it with the following:''
''This Meeting '''resolves''' to reappoint them as auditors until the conclusion of the next Annual General Meeting.


:''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.''
==Ordinary resolutions, proposed by  members==
 
=== A motion to overturn the termination of Fæ's membership of Wikimedia UK===
==Special Resolution to update the Articles of Association==
* Proposed by [[User:Mike Peel|Mike Peel]] ([[User talk:Mike Peel|talk]]) 17:26, 29 June 2014 (BST)
 
* Seconded by [[User:RexxS|RexxS]] ([[User talk:RexxS|talk]]) 19:21, 29 June 2014 (BST)
A few technical amendments need to be made, eg to refer to changed section numbers in recent legislation
 
==A motion 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 ...  '' 
Pursuant to Article 4.5, by which an ordinary resolution of the members attending this General Meeting can overturn the termination of a membership;


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.
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;


== A motion to appoint board members ==
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, those [[Board|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.
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;


== A motion to set membership fees ==
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.
''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 ==
''Background points:''
''Whereas Messrs UHY Hacker Young of 22 The Ropewalk Nottingham have been appointed by the directors as auditors of the company,
* ''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.''
''This Meeting ''resolves'' to reappoint them as auditors until the conclusion of the next Annual General Meeting.
* ''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.''


[[Category:2014 AGM]]
[[Category:2014 AGM]]

Latest revision as of 11:55, 5 March 2015

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

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.
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