Talk:EGM 2011

General issues

I'd like to propose an amendment to the resolution, although I'm not sure what the correct procedure is. Could someone advise me? I'd like to propose that, should the directors wish to exercise the right given in the resolution to make minor amendments to the objects, they should give notification to the members and give them two week to object. Should 10 members do so, the amendments shall not be made without a resolution of members (either at a general meeting or in writing). I propose this because I think that it is unwise to ever give the directors the power to unilaterally amend the constitution, even if those amendments are "minor". --Tango 20:16, 23 September 2011 (UTC)

As a charity, my understanding is that we will not be able to make any changes to our Objects without re-applying to the Charities Commission as any change in wording may alter the basis for which we have applied to become a charity. Personally I would not support adding your suggested non-minor amendment for this EGM (for reasons of it not being a correction or directly enabling the charity application) but would consider it for the AGM. You should note that the directors discussed improvements we would like to see or may be critical for us to function effectively as a charity, but deliberately left this EGM to focus only on the immediate issue of making sufficient and necessary changes to satisfy the Charities Commission that our activities are entirely charitable. --Fæ 06:41, 24 September 2011 (UTC)

You're not making any sense. Please re-read me comment, because you don't seem to have understood what it says. I am proposing an amendment to your resolution, not to the constitution. It would make no sense at any other meeting, since the resolution it amends wouldn't be on the agenda. --Tango 13:42, 24 September 2011 (UTC)

Sorry I am not making sense for you. In plain English, the resolution for this EGM has taken several months of negotiation and thousands in legal advice. If enough members support your amendment I seriously doubt that WMUK will become a charity in 2011. I strongly suggest you withdraw your proposal at this time though you are welcome to propose it at the AGM or propose a second EGM in order to have your resolution discussed in full. I would be happy to have a personal discussion with you over the phone and if necessary conference in any available Trustees including the Chair if you believe this is just my unfounded opinion or you feel that I do not understand what you are attempting to do here. Thanks Fæ 17:11, 24 September 2011 (UTC)

You're still not making any sense. You cannot amend a resolution after it's been passed. That makes no sense. If this amendment is going to be voted on, it needs to be at this EGM, otherwise it's moot. --Tango 17:29, 24 September 2011 (UTC)

As Fae says, the provision about minor changes is there so that if some changes turn out to be necessary to formally become a charity, they can be implemented without delay. it defeats the purpose if we make that more complicated. The board aren't going to make amendments that undermine their and the community's own work to secure charity status. By all means make a proposal at the AGM if you're worried about what future boards might do. MartinPoulter 10:54, 24 September 2011 (UTC)

You are also making no sense. Please see my response to Fae. --Tango 13:42, 24 September 2011 (UTC)

This is a special resolution, because it involves amending the company's constitution. You can't amend a special resolution after the notice is issued because: (6)Where a resolution is passed at a meeting—(a)the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, But, because of the notice requirement for special resolutions, we can't get registered as a charity in time for the start of the fundraiser without doing the EGM now, & hoping that only minor amendments (or none) are needed. Johnbod 16:28, 24 September 2011 (UTC)

If it comes down to it, you could just consider the amendment to be a new special resolution that includes the original one and that voids the original one if passed. I'm not sure what the notice requirement is for a special resolution. The Articles require 21 days for an EGM to discuss a special resolution, but I'm not sure if that applies to adding a new motion to an existing EGM that is to do with the same general business (you can't add completely new business to an EGM). The worst case scenario would be that the deadline is today, I think, so we're not too late. I think there must be some way to handle it - it would be ridiculous is there was no way for members to amend a resolution the board proposes. --Tango 16:43, 24 September 2011 (UTC)

21 clear days - ie excluding the day of sending & of the meeting, so 23 days, so Friday was the last day for an October 16th meeting. We waited until then in the hope we would get CC agreement, & in fact the current wording only emerged on Friday after a conversation with the CC, but they haven't said if they will accept it. It remains possible that they will want changes that are more than minor, & another EGM will be required. But then we are almost certain to miss at least the start of the fundraiser for gift aid. Johnbod 16:56, 24 September 2011 (UTC)

First, note that the ability to make arbitrary minor changes is not at issue here, only such minor amendments to this Article as the Charity Commission may require for the purposes of registering Wiki UK Ltd as a charity. I see that I made a mistake in interpreting what you were trying to do - apologies for that - but do these statements still make no sense: 1) the provision is there so that minor changes (any that might be necessary) can be made without delay, 2) making this process more complicated defeats that purpose. ? MartinPoulter 20:14, 24 September 2011 (UTC)

"Such minor amendments [...] as the CC may require" could end up allowing all sorts of things. I understand the purpose, which is why I haven't proposed to remove the power entirely, but I do not think it is ever appropriate to give the board power to make unilateral changes to the constitution. --Tango 20:47, 24 September 2011 (UTC)

Proposed questions for the EGM

If there are questions you would like to see raised during the EGM (whether you intend to proxy vote or not) please give a heads-up here. There will be room for questions during the meeting but in order to manage our overall limited meeting time, a heads-up will enable a considered response or add clarification to the presentation planned. Your question may be adequately answered here, but this would also be useful for reference at the EGM. --Fæ 06:54, 24 September 2011 (UTC)

Proposed amendment

I'm still not sure of the procedure for proposing amendments and if there are notice requirements to be met then I may need to act fast. Therefore, I'm going to propose the amendment here and email the chair with a link to it. I'm not sure how many people need to propose/second such an amendment to get it on the agenda (although, I'd hope the board would put it on the agenda even if just a handful of members want it), so if you want this amendment to be discussed and voted on at the EGM please add your name below (members only, of course - non-members are welcome to comment in the discussion section, but obviously can't vote so can't propose motions).

This meeting believes that amendments to the constitution of the company are a decision for the general membership, not the Board of Directors, and therefore resolves to amend Resolution 1 by adding the following clause 5:

5) Should any amendments to Article M3 be required as described in the second parenthetical part of clause 2 of this resolution that have not been presented to the company's members before this Meeting begins or to the attendees of this Meeting at the beginning of this Meeting, then the members of the company must be notified of the amendments and the members must be given two weeks in which to object. The amendments shall not be implemented until the end of those two weeks. If the Chair of the Board of Directors receives objections from ten or more members of the company, then the amendments shall not be implemented without a Special Resolution of the company, either at a General Meeting or in writing.

Proposed/seconded by:

1. Thomas Dalton
2. Deryck Chan

Discussion

I've tried to make the amendment as unambiguous as possible, which means it isn't actually very readable, so I'll clarify it here: I'm proposing that if the board wants to change the objects to be anything other than exactly what is in the notification then they need to either tell the membership before the meeting or at the meeting or they need to give us 2 weeks in which to object to the changes. If ten members object to the changes, then the board will need to come back to us for a proper resolution (which will probably mean a second EGM).

My reason for proposing this is simple: I think it's a fundamental principle that the board should not be able to change the constitution of the chapter without the support of the members. There are some time constraints in order to get charitable status before the start of the fundraiser, which is why I'm not demanding a second EGM (which would take at least 3 weeks), but some kind of consultation with members should be required and this is the best way to do it, I think. The reason I haven't gone for a period of time less than two weeks is to allow time for us to discuss any proposed amendments and then for people to make their minds up and make their objections if they wish to. I think it would be difficult to do that in less time. --Tango 15:52, 24 September 2011 (UTC)

I made one correction to the resolution [1] (sorry, forgot to log-in). Overall I think this is a sensible resolution. I was about the raise the same query about how much "minor amendment" is allowed, and this resolution seems to address the problem nicely without necessitating another EGM. Deryck Chan 16:39, 24 September 2011 (UTC)

Thanks. That was, indeed, a typo. If you're a member (which I think you are), please add your name as a proposer. --Tango 17:02, 24 September 2011 (UTC)

• (ec) The trouble is, that this seems itself to be a resolution affecting the company's constitution, which itself must be a special resolution. You need 21 clear days notice (ie 23 days) for a meeting with a special resolution, so its now too late for this resolution to be put on October 16. It is indeed "a fundamental principle that the board should not be able to change the constitution of the chapter without the support of the members", but when necessary, as it sometimes is in just these circumstances, the members can give discretion to the board to make minor changes in wording. Obviously we tried to get agreement to a precise wording with the CC in time for the EGM, but this was not possible. We hope it will be possible to agree a precise wording between now and the meeting, and of course this will be communicated to members as soon as it happens, but the resolution must now be put to the meeting as it is, whether this happens or not. NB that the resolution does not give any ongoing power to the board to amend the articles in even a minor way (nor could it under the Companies Act). In fact I suspect your resolution as drafted would be invalid because it tries to relax the restrictions set out in the CA on changing the company's articles, which I don't think companies can vary in this respect. Johnbod 16:43, 24 September 2011 (UTC)

21 clear days makes today the deadline (clear days means you don't count the day of the notice or the day of the meeting, so a notice given today would be ok - the 21 days would be 25 Sept through 15 Oct). I'm not sure if the 21 days requirement applies, though, since that's for the EGM to discuss the resolution, rather than the resolution itself (the resolution needs to be in the notice of the meeting, but does an amendment to it?). You can completely change the meaning of a sentence by something is seemingly minor as moving a comma, so I'm not happy giving the board that power. As for your last sentence, if my resolution is invalid then so is yours, since mine only adds restrictions to yours. Perhaps the board should contact the lawyers for some quick advice on amendments to special resolutions (although that will obviously have to wait until Monday). --Tango 17:00, 24 September 2011 (UTC)

Check your counting! Your draft attempts to interfere with the implementation of an SR passed by an EGM, which looks like a breach of the CA to me. You can't amend an SR without issuing a whole new notice, because of the CA section quoted above. I think we've aired the issue enough - let's see how much support your resolution gets. It would be premature to spend WMUK's money talking to lawyers now. Johnbod 18:08, 24 September 2011 (UTC)

Today is 24 September. The meeting is 16 October.

1. 25 September
2. 26 September
3. 27 September
4. 28 September
5. 29 September
6. 30 September
7. 1 October
8. 2 October
9. 3 October
10. 4 October
11. 5 October
12. 6 October
13. 7 October
14. 8 October
15. 9 October
16. 10 October
17. 11 October
18. 12 October
19. 13 October
20. 14 October
21. 15 October

See? As long as the notice goes out today, all is well. --Tango 18:23, 24 September 2011 (UTC)

I'm opposed to this amendment, which is unnecessary. In the extremely unlikely event that the board make stupid changes, we already have powers to override them, or dismiss the board. Andy Mabbett (User:Pigsonthewing); Andy's talk; Andy's edits 19:39, 24 September 2011 (UTC)

I agree it's an unlikely event, but it isn't so easy to "override". We could undo the change, but once the charity application goes through we'll be subject to charity law, which makes changing your objects considerably more difficult. It would also take some time to make the changes and the board could act according to the new objects during that time. The problem is fairly small, but it's a general principle that I don't think should ever be messed with. The constitution is determined by the members, not the board. --Tango 19:48, 24 September 2011 (UTC)

The fact is that the board would be unbelievably stupid to introduce any changes before the EGM that were not absolutely necessary to ensuring WMUK becomes a charity or that the members voting would find controversial considering we require a 75% majority vote on the day and not succeeding puts our fund raiser and relationship with the WMF at risk. The word "unlikely" seems a gross understatement. You are aware of the personal commitment of the board members for WM-UK to become a charity and how this has been our top priority for the last six months. Introducing an unnecessary and poorly defined restriction, and eliminating any flexibility if we receive further advice from our legal team, introduces considerably more risk than can be justified here considering that the members get the final say at the EGM, not the board. --Fæ 21:57, 24 September 2011 (UTC)

Please stop commenting on things I say without reading them properly first. It is extremely clear from my very well-defined amendment that my concerns are about changes made after the EGM, not before. --Tango 13:23, 25 September 2011 (UTC)

Clause 2 refers to the changes being voted on at this meeting. Re-reading your well-defined amendment it still appears to me to give no indication that your intention is for this to apply only for changes after this meeting and it can be read as the two weeks in advance of the meeting. By saying poorly defined, I also have in mind aspects such as the 10 members condition, this is arbitrarily high (even though I understand what it is probably based on), the first line seems to exist only for pointy reasons - "decision for the general membership" - as that is the reason we are holding this EGM so it is true without this resolution, and the fact that the "parenthetical condition" referenced is limited to changes required by the Charity Commission which does not match up with your explanation in this discussion thread where your intention appears to be to constrain board changes of any sort. Apologies that I have difficulty understanding you, but the fact that I am not the only one that has been confused by your wordy proposal and incapable of reading it to your personal satisfaction might indicate that a significant number of members are likely to also misunderstand what you are trying to say. --Fæ 22:55, 25 September 2011 (UTC)

It's water under the bridge now, but to my mind the big problem with the "10 members condition" is that the number is too low, and the whole procedure outside the CA. You have a SR passed at an EGM under CA rules (so with a minimum of say 16 votes for), but only 10 members can supposedly negate that. I'm fairly sure that is illegal for just this reason, & even if not its highly dubious. Johnbod 14:12, 26 September 2011 (UTC)

Ok point taken on the dates - we had an extra day in hand, but soon won't. I think it is clear there isn't the support for this. I'd also point to the issues around proxies - we have already apparently had two submitted on the resolution as it is. Johnbod 22:20, 24 September 2011 (UTC)

I agree with the sentiment behind this amendment and regret we haven't been able to spend more time discussing it. Unfortunately the timetable we have has been severely compressed by the charity commission on the one hand (we were getting comments from them even on Friday) and the impending fundraiser on the other hand. I hope that this will be an entirely moot point by the 16th, as the final text will have been agreed with the charity commission and that can be presented for information to the meeting so they can make a fully informed decision. If not, the powers given to the board in this resolution are already heavily circumscribed as they can only be minor changes and must relate to the charity application. In addition, you have my commitment that we will not exercise these powers without first sending the text around to members and soliciting their reaction. If ten or more people object to the change then the board would clearly be wrong to use this power over the top of those objections. Having discussed it with other board members I do not believe they would and I would offer my resignation if they did. I hope that's sufficient to reassure you of the board's approach to this. AndrewRT 22:53, 24 September 2011 (UTC)

+1. Mike Peel 08:31, 25 September 2011 (UTC)

I've decided to second this proposed amendment anyway, since (as Tom pointed out) we're exactly 21 clear days from the EGM. I'd rather second this amendment now and vote it down at the EGM if we're assured at the EGM that the "minor change" isn't needed, than deny ourselves from having such a provision. Deryck Chan 04:36, 25 September 2011 (UTC)

Sorry Deryck, this was after the deadline so the proposal had no seconders 21 days in advance of the EGM. --Fæ 07:36, 25 September 2011 (UTC)

Hmmm whatever. Let's hope our board and the Charity Commission can finalise the wording before the EGM happens. Deryck Chan 14:54, 25 September 2011 (UTC)

Procedure

Tom asked earlier about the procedure for proposing amendments to Special Resolutions. The Companies Act s283(6)(a) states that "Where a resolution is passed at a meeting the resolution is not a special resolution unless the notice of the meeting included the text of the resolution..." We've managed to have amended special resolutions in the past by including both the original resolution and the amendment in the notice itself. Because the notice for this EGM has already been sent out, I understand that the only way to incorporate an amendment is to issue a new notice.

Different rules apply to resolutions that are proposed by the board and resolutions that are proposed by members. Generally the latter has a much higher bar than the former. In the past the board has agreed to table resolutions even if it has disagreed with them, just to facilitate debate - I don't recall us ever having any resolutions which weren't approved by the directors in that way since incorporation. AndrewRT 23:14, 24 September 2011 (UTC)

Change "Open Content" to "Free Content"

I would like to propose that where the proposed article M3 refers to "Open Content" this should be changed to "Free Content".

The difference between "Open Software" and "Free Software" is philosophical. "Open Software" advocates believe believe that massive collaboration and licenses that allow others to improve your code is a better development methodology than proprietary software. "Free Software" advocates believe that allowing users access to copy and improve software is morally superior and underpins the users freedom.

I believe Wikimedia comes down on the "Free" side of this debate and we should use this term rather than "Open".

Where do I formally propose this change?--Filceolaire 15:13, 25 September 2011 (UTC)

The section on en:WP compares open source and free software.

Thanks Filceolaire, I understand the differentiation you make. As it is we cannot make changes to the words that we have before October 16th (I wish we could) as we are legally obliged to vote on the text as given. Ideally we would have chosen to have had more debate with our members before the date. The board have been driven, by the members wish to achieve this, but also the very desirable objective of gaining gift aid during the November fundraiser (if all works out as planned). As you can understand we have paid thousands of pounds to get these words which are acceptable to the Charity Commission (we believe). One safeguard you have is that the word used is defined. And it is that definition and its meaning in law that is important and not necessarily its meaning in English. I realise its a subtle point, but its a real one. The other safeguard is that in reality we work within our objects but it is the day to day interpretation that really influences what we do. Currently we WMF use CC licensing to define both our software and information. I believe the subtleties of interpretation are defined there. See you on the 16th? 16:08, 25 September 2011 (UTC)

The original idea of the section above was to raise questions for the EGM rather than proposals for change. Perhaps the question here is "Why are we using the word 'open' rather than 'free' in this Object?" A short explanation at the EGM might be quite helpful for members to understand why this choice of words is the most helpful for our charity application. --Fæ 16:40, 25 September 2011 (UTC)

The amendment as written specifically allows for minor changes to the wording because the final wording has not yet been agree with the charity commissioners so you are free to announce the ammended final wording at the meeting, as discussed above. How much extra will your legal advisors charge to consider this change which in legal terms will be cosmetic (since the definition doesn't change) but has symbolic importance for me and some other members? I will be at the EGM and will be voting against the proposed amendment unless this change is considered.

It does worry me a bit that none of the people who have looked at this wording till now noticed this problem. Looks like we need a bit more transparency here. Can you ensure correspondence with the legal advisors and the charity commissioners are published here in future?--Filceolaire 17:07, 25 September 2011 (UTC)

Unfortunately, the resolution says it can only be amended to meet the requirements of the Charity Commission. That means there's no way to implement your suggestion. I agree with you about transparency. This whole thing hasn't been handled well. I understand that it's been difficult with all the time restrictions, but I think we can justifiably feel aggrieved that we've just had this resolution landed on us and we can either support it or scupper all chances of the chapter getting charitable status by the start of the fundraiser. Actually publishing the legal advice could be difficult - that would require the permission of the lawyers and they're usually a little wary of that. --Tango 17:27, 25 September 2011 (UTC)

And the Charity Commission, which they are certain to object to I think. There is also just a lot of it - we are up to about 50 pages in this years formal correspondence between the lawyers/us & the CC, never mind the stuff between us & the lawyers, and drafts going to & fro. Johnbod 00:13, 26 September 2011 (UTC)

Filceolaire, it reads as if you think nobody thought to discuss the use of the word "open" in the Objects compared to the word "free", I can assure you that there have been long and detailed discussions on this particular point. As I suggested above, if you want a particular phrase or word to be explained in the EGM, this would be a useful addition to the agenda.;;; Thanks --Fæ 17:44, 25 September 2011 (UTC)

Can someone publish some notes on this discussion so everyone can see what the arguments were and so it is on record for anyone who wants to know later. See my comment below too.--Filceolaire 20:41, 25 September 2011 (UTC)

"Open" is being used in the sense defined in the objects themselves, not the definition you're thinking of. In fact the definition we're using corresponds more closely to your and my understanding of "free" than of "open". The problem with using the word "free" with people who are not part of our community (bear in mind who the target audience of the message is) is that they are likely to interpret it as "gratis". It's crucial to avoid this misunderstanding, since free (libre) content is a central argument of why we create public rather than private benefit. That's why the word "free" is deliberately avoided. I totally agree that in other contexts, we would just go ahead and say "free content" and be understood, but when writing for the Charity Commission this is not one of those contexts.

"none of the people who have looked at this wording till now noticed this problem" This is not true at all, and I don't see what's driven that conclusion. Avoiding use of the word "free" was a conscious decision, taken for the reasons explained above. We need to use terminology that is appropriate to the audience we are writing for. MartinPoulter 11:42, 2 October 2011 (UTC)

This at least is a coherent rationale for why the change happened - because our lawyers advised that the Charity Commissioners would misunderstand "Free" and explaining the distinction might cause delays to our registration which could mean we wouldn't be tax exempt in time for this years fundraising. Thank you Martin.

I do regret that we were unable to educate the charity commissioners as to this distinction due to lack of time. I hope that we will have the chance to do so - by petitioning them to let us make this change at some time in the future - but that is for another occasion. --Filceolaire 13:50, 2 October 2011 (UTC)

That is an argument that needs to be won internally first; as Fae explains below "open" rather than "free" was a conscious choice by the board. For the CC I think the issue is not understanding but clarity. The distinction is not exactly clear after reading our (en:WP) Open content and Free content, and no doubt any precise definitions would be challenged by many close to the subject. We say "Although different definitions are used, free content is legally similar if not identical to open content", but don't follow this with a clear description of the difference. "Free content" keeps having "main articles" with "Open". Are the WMF projects in fact "free" or just "open"? I'm not clear. Alternative terms for free software is franker about the ambiguities. In the content area, as opposed to software, the use of terms seems even more variable. The discussion is a useful one, but you should not assume that "free content" is obviously the right term to use. Note that our current, much longer objects clause uses neither of the terms "free content" or "open content" but instead tries to build a definition without using them (there is just one reference to "freely editable", which is not the same). The currently proposed one uses "open content" but recognises that this needs defining. Johnbod 14:16, 2 October 2011 (UTC)

What happens to clauses 7, 8, 9?

In the memorandum there are 9 articles, not 6. What happens to 7, 8 and 9?

 7. producing, publishing and developing, or causing to be produced, published and developed,
    information resources, whether in printed, electronic, or other forms;
 8. making use of or encouraging the use of information resources for the advancement of education; and
 9. encouraging the adoption of practices and policies to widen education, participation and 
    dissemination of information worldwide.

—Preceding unsigned comment added by Filceolaire (talk • contribs)

There are 6 sections in the Memorandum. The proposed amendment renumbers all of them, but changes the text only of number 3, the one about Objects. The existing text there is removed in its entirety and replaced by the proposed text. So the text you've highlighted above is removed.

Hope this clears it up Of course the idea of the amendment is not to stop us "publishing information resources", just to persuade the Charity Commission that what we are already doing is a charitable purpose in English law.... The Land 18:34, 25 September 2011 (UTC)

So all nine items in the Object clause are replaced by this one new Object? I liked the existing wording and the new wording has some changes which seem significant.

• Existing item 1 talks about free content while the new version uses the word open.
• Existing item 2 talks about representing users. This is missing from the new version.
• The new wording talks about digital works only. Performance, improvised music, art, sculpture, crafts, craft skills are omitted from the new.

What are the implications of these changes on what WMUK can and cannot do in future?--Filceolaire 20:50, 25 September 2011 (UTC)

Many thanks for the great comments & questions. :-) I hope I can answer them below.

The idea with the original objects was to provide a central object, and then a set of examples as to how WMUK would go about implementing them. We're moving away from that towards a single (more complex) object, but we've aimed to make it general enough to cover everything that WMUK is doing, or potentially could do within the Wikimedia environment.

On the 'free' point, we define what we mean by 'open' such that it includes being free - i.e. 'Content is "Open" when it is available for no charge...' - so I think that covers this.

On the representation point, we're still saying that we will 'promote' the open content, which covers things like talking to the media - which in practice is the representation we've been doing thus far. Are there things we should (or could) be doing that won't be covered by this?

On the digital point - we don't actually use the word 'digital' in the objects. In reality, though, the Wikimedia projects are digital, so this will always be the key aspect to what the organisation does. By supporting 'contribution to', we can also cover the other works that you mention, provided that they are recorded and contribute to the online projects. Do you think that's sufficient - or should the objects be expanded beyond that?

Thanks again. :-) Mike Peel 22:39, 25 September 2011 (UTC)

Thanks Mike. Seeing how hard it has been to get this agreed I suppose that means that there is no chance of amending these objectives any time soon so it seems important to get them right this time.

By "Free" I mean "as in Freedom" so the meaning is pretty close to your definition of Open. The difference may be symbolic but that symbol is important to me. The Land says this change was extensively discussed. Can you post something about the discussion? What were the reasons for the change from Free to Open?

Everything we do is digital these days but the old objectives allowed for some other stuff too and those things seems to be excluded from the new objective. Is there a good reason for this? If so what is this good reason? Will this change mean WMUK cannot have any involvement in those things?

Have we really signed a contract with a lawyer that does not give us a license to publish his advice on the web (as The Land suggests)? Can we have a commitment that WMUK won't sign a contract in future unless we have the right to make all correspondence public?

I'm sure the new objectives will be adequate for most of the stuff we want to do but if we are going to be locked into these objectives for years to come then I would like something better than merely adequate.

Sorry to be such a pain but I worry about these things. --Filceolaire 23:27, 25 September 2011 (UTC)

Just to note I think you're conflating myself and Fae in some of this discussion. The Land 20:27, 27 September 2011 (UTC)

I'm unbundling some of these issues, each is fairly complex and the subject of extensive discussion and I would like to answer one but don't feel best placed to answer all of them. I suggest the others also have separate sub-sections below. Fæ 07:11, 26 September 2011 (UTC)

Contracts, confidentiality and open

When the board had a strategy weekend back in June, we spent significant time debating how far we should go with making internal documents open (I recall at least an hour of discussion) and we have returned to discuss the matter several times in board meetings and by email since. We are all passionately committed to making records and documents open and every time we have to restrict documents to a limited circulation we question the need to do so as our default stance remains openly to publish (preferably on-wiki) all of our correspondence that may be of any interest to our members and the public. Examples where this has not been possible are:

• Expenses. Receipts include information such as members and others addresses, names, account and transaction details and the cost of managing redaction does not seem to balance against possible public benefit. Monies paid out under our budgets for expenses are publicly reported.
• Contracts for services. Contracts and supporting documents may remain confidential in most cases. Where we are asking for competitive bids for work, it is not sensible to make all the documentation public. There may be supporting documents that are made public as soon as they are agreed such as the programme of work or a requirements specification being bid against. In the case of the contract with our lawyer, we are publishing the monies we pay to our lawyers but we should not publish the hourly rate (which is a competitive tendering issue) or the detailed contract as it is commercial in confidence.
• Discussions about the Charities Commission application. We were specifically advised against publishing day to day correspondence and draft versions on our Charities Commission application as this may have negatively influenced our proposal with the Charities Commission in the long term. Some on-wiki discussion and email list discussions (which are all later published on the listserv website) have been spontaneously picked up by our lawyers as problematic for the Charities Commission and as a result we did have to change how much we could openly discuss whilst negotiations were ongoing. Again this is not our default stance but we have taken advice from our lawyer seriously.
• Strategic and programme discussion documents. The board and potentially sub-committees and task forces may put forward internal discussion documents which may be strategically sensitive for our partners as they include information on future events which have not yet been publicly announced. I have in mind future exhibitions and announcements to the press where we have had advance information from GLAM partners which we have discussed in-camera and made plans for.
• Staff management. There may be day to day staff management records and documents which are not made public as these may be related to personal matters or their career development. Records and documents relating to the WMUK operational matters will remain open by default.

How WMUK fulfils that part of its mission to support the principle of open is something we have kept under review and how we have internalized this in our processes is something that I would like to have reported on as part of our future independent governance assessments. As well as looking for independent assessment on financial matters, we are planning on assessment of compliance to our mission and standards (including our commitment to remaining open) which we hope to have performed and reported by professional independent organizations as well as peer organizations such as WMDE. I have an initial meeting scheduled on the 4-Oct with a potential supplier to discuss our requirements for governance assessments and I hope that by our board meeting in November will have a firm requirement to put out for competitive tendering supported by an appropriate budget. --Fæ 07:11, 26 September 2011 (UTC)

Why was the wording changed?

And still no one has offered any answer to my basic question. Why did the lawyers and the Charity Commissioners recommend this change to our objectives? Are they all dedicated followers of the Open Source Definition and dead set against the Free Software Foundation? Do they really care that much about these words?

So there is no misunderstanding - here is my take on the difference between Open' and Free. Wikis are open if anyone can edit them. This is a very effective method of producing large reference works such as an encyclopedia. Content is free if care is taken to make sure the information collected can be taken and reused by anyone, anywhere, forever. This is a useful distinction. Redefining Open so it means Free blurs and muddies that distinction and we shouldn't do it without a good reason.

Fae says this change was discussed at length. Will someone publish a summary of that discussion here? When do you think this summary will be ready?--Filceolaire 19:31, 26 September 2011 (UTC)

To be a registered charity, we need to persuade the Charities Commission that our objectives are all and exclusively charitable under English law. 'Charitable' is a term with a legal definition - there are several different areas of charitable activity. Previously Wikimedia UK argued that our work was "educational" and contributed to "cultural heritage", but our advice, following dialogue with the Charities Commission, was that it was very unlikely that we could show our work met the definition of these in legal terms. So instead we are arguing that our work constitutes a "general public utility".

For this to work we need to formally adopt an objects clause which says "we are providing a general utility to the public". This, in essence, is what the new Objects clause does.

The Charity Commission does not really know about the difference between "free" and "open" and it wouldn't be particularly productive trying to engage them in a debate about it. The point of this amendment is not to try and change what Wikimedia UK actually does, but to persuade the Charity Commission that what we do is charitable.

REgards, The Land 21:20, 26 September 2011 (UTC)

This suggests the change from Free to Open wasn't discussed at length. It just sort of got swept in with the other changes and if anyone had noticed at the time we could probably have used the word Free instead. Is that the case? I'm not trying to find scapegoats here, just trying to see what the limits are and what we might or might not be able to do in the future.--Filceolaire 22:13, 26 September 2011 (UTC)

As pointed out this has been discussed at length in workshops, more briefly at board meetings and for the CC proposal mostly by email. I have just dug out an email back in June with Johnbod where we set part of the brief to include the outcome from the board workshop being a short mission statement of "to help people and organisations build and preserve open knowledge, to share and use freely." The long debate I mentioned was to create this very short statement to be meaningful at the top level. Your use of "Free" and interpretation of "Open" are quite technical and mostly relate to software rather than knowledge and may not reflect the reality of how we use the language to describe licensing on Commons (where the key point is allowing unrestricted commercial re-use rather than "free"). This is a fine point of wording and was the reason that we kept both open and free (albeit "freely") in the mission statement and have kept a clarified and accurate definition of how we use "open" in the Objects which covers being free and the topic of reuse which makes more sense from a legal perspective. --Fæ 08:23, 27 September 2011 (UTC)

I disagree that my use of "Free" and "Open" are technical. Rather the reverse; I use them to represent abstract concepts and ultimate objectives even if the distinction doesn't have much effect on the immediate practical day to day operation of WMUK. It is because they represent different ultimate objectives that I feel the use of one term or the other in our Object clause is significant.--Filceolaire 23:06, 27 September 2011 (UTC)

• That our objects would need changing has been a given since back in 2009 when the process started, but you are I think probably right to suggest the Charity Commission did not insist on open as opposed to free, & that the difference would go over their head. I am also dubious that there is any difference that can be legally established between the two terms as such. Hence our lawyers felt the need for the definitions, & no doubt would do just the same if it was free instead of open. There have been many drafts of new wordings since then, and they have been much discussed. The wording in the resolution defines "Open", because open needs defining in a legalistic context, just as free would. Rather than harrumphing about the process so far, it would be more useful to examine carefully if there are any actual issues with the whole wording of the clauses - not referring to what free or open might or might not mean within particular contexts when used outside WMUK - and see if there are any potential undesirable restrictions with the current wording, with hypothetical examples. "Free" is notoriously one of the most misused words in the English language, and would mean nothing here without a definition. If you just swap free for open in the definition in the resolution, does that mean anything different? If so, what? Given that there remains the possibility that a 2nd EGM is required, if the CC eventually agree a formula that has more than minor differences from the present one, this would be constructive. Johnbod 23:37, 26 September 2011 (UTC)

If the discussion has been going on this long then I am disappointed that at no point did anyone think to consult anyone outside the committee. What Wikis have taught us is that it is always worth while to put the draft up for consideration. Waiting till it's finished isn't the best strategy.

Swapping Free for Open would mean something to me even if it didn't mean anything to the lawyers or to the day to day operation of WMUK because it would tell something about why we are doing this. Open = wikis are a great way to create an encyclopedia; Free = lets make all of world culture open to everyone, everywhere, in their own language to use as they want. I know which side I'm on.--Filceolaire 23:06, 27 September 2011 (UTC)

These seem highly personal meanings to me, especially as regards to "open", which does not normally imply anything to do with wikis in these sorts of contexts, I would have thought. A choice of words will only "tell something" if the meanings are widely understood. Johnbod 13:34, 28 September 2011 (UTC)

Filceolaire, this may be an interesting discussion to have in a different venue and at another time, but I doubt that creating "sides" that would encourage members to vote against this resolution over a minor technical point of definition of words that has absolutely no impact on our policies, operations or processes is either going to be helpful for our EGM or to achieve our immediate goal of becoming a charity in time for the fund raiser. As has been stated earlier these are your personal definitions without an existing Wikimedia consensus for us to reference. They are not definitions for common words that our lawyers or the Charities Commission would recognize. As for your thoughts on putting up drafts, this has been explained above and you can find a history of sharing what we could about our progress about the charity application on the email list. As trustees of WMUK we would be foolish to think we know better than the advice of our lawyers and our members would not appreciate it when things went wrong as a result. Others may have fresh responses and explanations that may be helpful for you, but I would not want to keep repeating the same points or encourage you in a campaign to create an "us and them" mentality here or at the EGM. Your accusation that the board never thought of consulting anyone outside of the committee is blatantly untrue and we have consulted and asked for help at appropriate points, you will note that Johnbod is not on the board but a member who came forward to offer practical help as any member (including you) was welcome to do. Please keep in mind that the trustees are unpaid volunteers who are committed and enthusiastic representatives of our membership and the wider Wikimedia community who were given a clear mandate at the AGM in April to professionalize the chapter and ensure we became a charity as quickly as possible. We are not mysterious or malign bureaucrats who need to be disestablished. As a demonstration of our openness, any member is already welcome to come and observe or give a talk at the WMUK board meetings; you would be welcome to join us at the November board meeting to give presentation on "Free versus Open" if you feel we have not got your point yet. Thanks --Fæ 07:01, 28 September 2011 (UTC)

Can I confirm that Fae is not trying to gain a debating point here. You are very welcome at the next board meeting where we expect non board memebers to arrive and Sue Gardner has asked to come and put her view too (on retaining and gaining members). I'm not sure where you are but we also dial people in where they might have a particulrly important interest or contribution. Victuallers 08:09, 29 September 2011 (UTC)

First I would like to apologise to Fae and all of the WMUK board. I do seem to have accused of failing to consult and that is unfair of me. I feel frustrated that I failed to keep up with this process so that I've ended up throwing a spanner in the works at this stage and if I'd said something earlier this could have been resolved much more easily. Sorry.

Thank you for the invitation to the board meeting. I will see you at the EGM and maybe we can talk about the board meeting then.

Recent news

I'm very pleased to tell you that we have had news from our lawyers. We have not got charity status (still in progress) but we have had informal feedback from the Charity Commission on our objects. Johnbod and Steve Virgin have put in a great deal of effort to obtain this.

John says - we have heard from our lawyers again, after they had a phone conversation with the Charity Commission. On the new Objects clause wording , as set out in the resolution, they were "advised that the Commission “has no other issues on them”. You can therefore put them to the EGM confidently on that basis." So there should be no changes requested, even "minor" ones, at least on the basis of this conversation.

Thanks to John and Steve Victuallers 15:12, 9 October 2011 (UTC)

For those that may not be aware, although all board members have been active in supporting and reviewing the dialogue with our lawyers and the Charities Commission, around 3 months ago Steve and John volunteered to take the charity application as a project, which relieved the rest of the board so we could get on with other important matters in parallel such as recruiting our CEO, negotiating the fund raising agreement with the WMF and coordinating our UK GLAM programme and partnerships. If you are at the EGM, take a moment to meet Steve and John and shake their hands as they have done an excellent job in taking us through the final stages of becoming a charity, a goal I know that most of our members believe passionately in. --Fæ 07:59, 15 October 2011 (UTC)

Thanks Fae, but (health & safety note) I seem to be getting a cold as of this morning, so hand-shaking might be skipped tomorrow! And thanks to the board and others who have provided help, links, comments and support through the process. Johnbod 11:56, 15 October 2011 (UTC)

Proxy process for attendees

Just to confirm my understanding, if someone has put in a proxy vote, presumably they can withdraw it on the day and vote in person if they prefer? Cheers --Fæ 07:42, 13 October 2011 (UTC)

Yes. Mike Peel 08:14, 13 October 2011 (UTC)

"Minor changes" again

I've copied these messages from Werespielcheckers & myself from the UK email list:

WSC said: I can understand the need for wiggle room in the next few months in order to achieve charitable status. But I would suggest following this up at the next AGM with a resolution that restricted subsequent changes to a General meeting.

WSC

There is no need for this. As explained on the EGM talk page, the "wriggle room" is, and under the Companies Act only can be, just for this one occasion and covering only "such minor amendments to this Article as the Charity Commission may require for the purposes of registering Wiki UK Ltd as a charity". It has no ongoing effect. Furthermore the Companies Act does not allow any company to alter its constitution other than by a Special Resolution passed at a General Meeting or in written form.

To use the inevitable "blank cheque" metaphor, Sunday's resolution is a cheque that has an "up to" figure rather than being blank, and is a single cheque, not a chequebook.

In fact, as we had hoped, during the compulsory notice period for the Meeting we have received verbal agreement from the CC that the exact form of the clauses set out in the resolution will be ok with them, assuming their decision is to give us registered charity status. So no "minor changes" will be needed. But, again because of the Companies Act, we cannot change the text of the resolution to remove the "minor changes" bit. But once we are registered, which should certainly be before the next AGM, the "minor changes" power has lapsed, and in any case any different changes to the constitution (other articles for example) are not covered by it at any time.

I'll copy this exchange to the WMUK EGM talk page.

John/Johnbod Johnbod 13:24, 14 October 2011 (UTC)

I agree with John here. It's clear from the resolution's wording that the "minor changes" clause expires as soon as WMUK becomes a registered charity. Hopefully this will happen before the next AGM (or am I too optimistic?) and therefore there's no need to pass another resolution to restrict it. Deryck Chan 13:37, 14 October 2011 (UTC)

We're still hoping it to be in time for the start of the Fundraiser, and I think this is realistic. So getting the "yes" letter this month. Johnbod 11:50, 15 October 2011 (UTC)