AGM 2014/Resolutions
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AGM: Elections — Resolutions |
Note: These resolutions have been added here for discussion. None have yet been formally agreed.
Special Resolution: Registration in Scotland
- A special resolution to be proposed by the board to tidy up an issue from previous AGMs
=== Option A ===
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."
=== 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
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.
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 to amend Articles 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 continual office and shall not be eligible for a further period of office as Directors until at least twelve months have passed since their retirement.
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.