Meetings/2009 AGM/Resolutions

This page sets out the draft Resolutions that will be put to the first Annual General Meeting that will be held in Jan/Feb 2009.

The text of the resolutions is set out in bold. Text to be decided is noted in [brackets]. Members may put an amendment to the resolution if sufficient notice is given to allow proxy voting to take place.

Number of Directors

Whereas Article 14.3 of the Articles of Association states that "The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum";

Whereas the community has held discussion on meta and on the email list regarding the maximum number of directors;

Whereas the Board has held discussions on this matter, considered the community's input and decided to recommend that the maximum is set at [insert number];

Therefore, the Members assembled in this Annual General Meeting do hereby resolve by Ordinary Resolution that the maximum number of directors be set at [insert number].

Appointment of new Board

Whereas Article 16.1 of the Articles of Association states that "Providing that one or more valid nominations for Directors are received, all the Directors shall retire from office at each Annual General Meeting" and the five existing directors have, in conformance with this Article, tendered their resignation with effect from the close of this meeting;

Whereas Article 17.1 of the Articles of Association states that "The charity may by ordinary resolution appoint a person who is willing to act to be a Director"

Whereas the required notice under Article 17.2 was given to the members in the notice of AGM

Whereas the Board has adopted Election Rules under Article 28 which provide for election of Directors by the Approval Voting method

Therefore, the Members assembled in this Annual General Meeting do hereby resolve by Ordinary Resolution to appoint as Directors those persons who have been chosen by the members under the Election Rules above.

Membership fee

Whereas the Board decided in November 2008 to set an annual membership fee of £12 per year and £6 per year for concessions.

Whereas the Board has adopted Membership Rules under Article 28 which set out the rules under which the chapter will accept new members which stated that the Annual General Meeting will reconsider the membership fee

Therefore, the Members assembled in this Annual General Meeting do hereby decide to set the membership fee for the year now starting at [insert amount]

Organisation Membership

[extend membership rules to allow for organisations to join, where their objects are compatible, with the same rights as other members and a membership fee of £100/yr]

Entrenchment of Membership and Election Rules

[Special Resolution to restrict the powers of the Board to amend key parts of the Membership Rules and the Election Rules without the permission of a General Meeting]

Chapter Agreement

Whereas the Board have signed the "Chapter Agreement" with the Wikimedia Foundation.

Whereas the "Chapter Agreement" is fundamental to the purpose of the charity.

Whereas Article 15.1 of the Articles of Association states "The Directors shall manage the business of the charity and may exercise all the powers of the charity unless they are subject to any restrictions imposed by the 1985 Act or the 2006 Act, the Memorandum, these Articles or any Special Resolution."

Therefore, the Members assembled in this Annual General Meeting do hereby resolve by Special Resolution to restrict the powers of the Directors as follows: The Directors may not, except with approval of the Membership by Special Resolution, terminate or amend the Chapter Agreement.

Amendment to the Memorandum and Articles of Association

[if any - Special Resolution to amend the constitution; this may be required if the WMF, HMRC or CharCom wants any changes]