Memorandum of Association

This page shows the text of the Memorandum in bold with explanatory notes in italic. Headers are not part of the text. It is based on the United Kingdom Charity Commission's Model legal documents for Companies Limited by Guarantee set out here. Additions to the Model documents are underlined and removals are struck through

MEMORANDUM OF ASSOCIATION OF WIKI UK LIMITED

COMPANY LIMITED BY GUARANTEE

Note: The Companies Act 2006 reorganised the structure of the Memorandum and Articles of Association so that most of the Memorandum - the Object clause, the Powers clause, the Application of Property clause and most of the Members and their liability clause - will in future form part of the Articles. Section 28 of the Act provides that on 1 October 2009 (the implementation date) these section are automatically transferred to the Articles. References in the 2006 Act to "Articles" should be read accordingly to include these clauses of the Memorandum.

Name

1. The company's name is Wiki UK Limited (and in this document it is called the Charity)

The chapter intends to operate under the name "Wikimedia UK" as soon as the Wikimedia Foundation licenses us to do so. However, the m:Chapters committee have advised us not to legally register under this name as we do not have permission to use this trademark before we are approved. Other names discussed included Wiki Information Network Limited, Open Knowledge UK Limited and wUKi Ltd; Wiki UK was settled on for simplicity's sake.

The Board considered whether or not to include the word "Limited" on our name. It concluded we would be eligible for the exemption noted here, but decided against using the exemption as we would have to disclose on our communications that we were Limited by Guarantee anyway and this would reduce the number of formation forms to fill in!

Location of Registered Office

2. The charity's registered office is to be situated in England and Wales

The chapter will geographically focus on the whole of the United Kingdom. For legal reasons we need to be incorporated in a particular part of the UK, but this has minimal implications as to what we can do in the rest of the UK. The possibilities were: England, England & Wales, Wales, Scotland or Northern Ireland. We chose England and Wales because this covered the most of our membership out of any of these options.

Object

This clause has been written with one principal "Object", summarising our work, and a number of subsidiary "means", giving examples of how we intend to fulfill this Object. This format was chosen so that we could most easily demonstrate that our activities are "exclusively charitable" whilst describing what we will do and allowing flexibility in the range of our future activities. We considered the Charity Commission's example Objects when drawing up these.

3. The charity's Object is to aid and encourage people to collect, develop and effectively disseminate knowledge and other educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify said content, by means including (but not limited to):

The principal Object combines the m:Mission of the Wikimedia Foundation, as per by the m:Requirements for future chapters with the phrases used to describe our charitable purposes in the Charities Act 2006, viz. "the advancement of education", "the advancement of culture" and "the advancement of heritage".

1. promoting freely accessible online information repositories whose content is freely and collaboratively editable;

2. acting as a voice and representative for the community of UK residents and citizens who use and edit such repositories;

3. preserving world heritage, and particularly that of the UK, through such repositories;

4. supporting the charitable work of the Wikimedia Foundation;

This sub-clause has been carefully worded to comply with the Guidance of the Charity Commission here regarding supporting foreign organisations. Supporting the charitable work of a foreign is permissible so long as the final decisions over the allocation and use of funds rest with the chapter's Board and supporting that organsation is not the sole Object of the charity.

5. enabling, assisting, promoting and promulgating wider participation in the creation, dissemination and expansion of information and educational resources covering the world's knowledge and languages to all persons, everywhere;

6. furthering the development of electronic, printed, and other resources required to support such participation;

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.

See Wikimedia UK v2.0/Objectives for an expansion on the aims and objectives of the chapter

Powers

Generally, these powers are standard rights that the chapter may want to use in the future, but in most cases has no current plans to do so. Any decisions to use these rights would require the agreement of the Board

4.1 In addition to any other powers it may have, the charity has the following powers in order to further the Object (but not for any other purpose):

(a) to raise funds. In doing so, the charity must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;

(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this power, the charity must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006;

(d) to borrow money and to charge the whole or any part of the property belonging to the charity as security for repayment of the money borrowed. The charity must comply as appropriate with sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act 2006, if it wishes to mortgage land;

(e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;

(f) to establish or support any charitable trusts, associations or institutions formed for any charitable purpose included in the Object;

(g) to acquire, merge with or to enter into any partnership or joint venture arrangement with any other charity formed for any charitable purpose included in the Object;

(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

(i) to employ and remunerate such staff as are necessary for carrying out the work of the charity. The charity may employ or remunerate a Director only to the extent it is permitted to do so by clause 5 and provided it complies with the conditions in that clause;

(j) to:

(i) deposit or invest funds;

(ii) employ a professional fund-manager; and

(iii) arrange for the investments or other property of the charity to be held in the name of a nominee; in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

(k) to provide indemnity insurance for the Directors or any other officer of the charity in relation to any such liability as is mentioned in subclause 2 of this clause, but subject to the restrictions specified in subclause 3 of the clause;

(l) to pay out of the funds of the charity the costs of forming and registering the charity both as a company and as a charity;

(m) to do all such other lawful things as are necessary for the achievement of the Object.

4.2 The liabilities referred to in sub-clause 4.1(k) are:

(a) any liability that by virtue of any rule of law would otherwise attach to a director of a company in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the charity;

(b) the liability to make a contribution to the charity's assets as specified in section 214 of the Insolvency Act 1986 (wrongful trading).

4.3(a) The following liabilities are excluded from sub-clause 4.2(a):

(i) fines;

(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Director or other officer;

(iii) liabilities to the charity that result from conduct that the Director or other officer knew or must be assumed to have known was not in the best interests of the charity or about which the person concerned did not care whether it was in the best interests of the charity or not.

4.3(b) There is excluded from sub-clause 4.2(b) any liability to make such a contribution where the basis of the Director's liability is his or her knowledge prior to the insolvent liquidation of the charity (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the charity would avoid going into insolvent liquidation.

Application of property

5.1 The income and property of the charity shall be applied solely towards the promotion of the Object.

5.2(a) A Director is entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.

5.2(b) Subject to the restrictions in sub-clause 5.4, a Director may benefit from trustee indemnity insurance cover purchased at the charity's expense.

This clause permits the chapter to spend money on indemnity insurance but does not require it

5.2(c) A Director may receive an indemnity from the charity in the circumstances specified in Article 27.

5.3 None of the income or property of the charity may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a Director receiving:

(a) a benefit from the charity in the capacity of a beneficiary of the charity;

(b) reasonable and proper remuneration for any goods or services supplied to the charity.

5.4 No Director may:

(a) buy any goods or services from the charity;

(b) sell goods, services, or any interest in land to the charity;

(c) be employed by, or receive any remuneration from the charity;

(d) receive any other financial benefit from the charity; unless:

(i) the payment is permitted by sub-clause 5.5, does not exceed an amount that is reasonable in all the circumstances, and does not result in a majority of the Directors having received a financial benefit from the charity; or

(ii) the Directors obtain the prior written approval of the Commission and fully comply with any procedures it prescribes.

5.5(a)(i) A Director may receive a benefit from the charity in the capacity of a beneficiary of the charity

5.5(a)(ii) A Director may enter into a contract for the supply of goods or services to the charity where that is permitted in accordance with, and subject to the conditions in, section 73A of the Charities Act 1993.

5.5(a)(iii) A Director may receive interest on money lent to the charity at a reasonable and proper rate which must be 2% (or more) per annum below the base rate of a clearing bank to be selected by the Directors.

5.5(a)(iv) A company of which a Director is a member may receive fees, remuneration or other benefit in money or money's worth provided that the shares of the company are listed on a recognised stock exchange and the Director holds no more than 1% of the issued capital of that company.

5.5(a)(v) A Director may receive rent for premises let by the Director to the charity if the amount of the rent and the other terms of the lease are reasonable and proper and provided that such a Director shall withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

5.5(a)(vi) The Directors may arrange for the purchase, out of the funds of the charity, of insurance designed to indemnify the Directors in accordance with the terms of, and subject to the conditions in, section 73F of the Charities Act 1993.

5.5(b) The employment or remuneration of a Director includes the engagement or remuneration of any firm or company in which the Director is:

(i) a partner;

(ii) an employee, unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;

(iii) a consultant, unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;

These changes ensure that we are not prohibited from e.g. both having a director who works as a shop assistant at a stationers, and purchasing stationary from that stationers. It also means that were a UK Oxford Wikimania bid successful we would not be prohibited from contracting with the university despite us (potentially) having directors employed by the university. If however interacting with such a company could reasonable be regarded as leading to a conflict of interest, then such interaction is still prohibited, as indeed it should be to preserve our charitable status. This change was made following obtaining informal legal advice from a UK barrister.

(iv) a director; or

(v) a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Director holds less than 1% of the issued capital.

5.6 In sub-clauses 5.2 - 5.5:

(a) "charity" shall include any company in which the charity:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more directors to the Board of the company;

(b) "Director" shall include any child, parent, grandchild, grandparent, brother, sister, spouse or civil partner of the Director or any person living with the Director as his or her partner.

5.7 If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person (including a conflict arising out of the circumstances described in sub-clauses 5.4(a) to (d) above) and the conflict is not authorised by virtue of any other provision in this Memorandum or the Articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply: This change makes it clear that the conflicts described in 5.4 do count as conflicts of interest, and thus are subject to the provisions for resolving conflicts given by this clause (5.7). This change was also made following obtaining informal legal advice from a UK barrister.

(a) the conflicted Director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;

(b) the conflicted Director does not vote on any such matter and is not to be counted when considering whether a quorum of Directors is present at the meeting;

(c) the unconflicted Directors consider it is in the interests of the charity to authorise the conflict of interest in the circumstances applying.

Members and their liability

6.1 The liability of the members is limited.

This means that if the chapter incurs debts which it is unable to pay, the creditors cannot pursue the members for the debt beyond the amount of the guarantee. Reference to 'Members' in these documents is a reference to Guarantor Members

6.2 Every member promises, if the charity is dissolved while he or she is a member or within twelve months after he or she ceases to be a member, to contribute such sum (not exceeding £10 £1) as may be demanded of him or her towards the payment of the debts and liabilities of the charity incurred before he or she ceases to be a member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.

£10 liability replaced with £1 in order to encourage members to join; there is no statutory minimum and £1 is a common figure used.

6.3 The members of the charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the charity be applied or transferred in any of the following ways:

(a) directly for the Object; or

(b) by transfer to any charity or charities for purposes similar to the Object; or

(c) to any charity for use for particular purposes that fall within the Object.

6.4 Subject to any such resolution of the members of the charity, the Directors of the charity may at any time before and in expectation of its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision made for them, shall on dissolution of the charity be applied or transferred:

(a) directly for the Objects; or

(b) by transfer to any charity or charities for purposes similar to the Objects; or

(c) to any charity or charities for use for particular purposes that fall within the Objects.

6.5 In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity) and if no such resolution is passed by the members or the Directors the net assets of the charity shall be applied for charitable purposes as directed by the court or the Commission.

Signature

We, the persons whose names and addresses are written below, wish to be formed into a company under this Memorandum of Association.

Signature(s) of Initial Subscriber(s):

Name(s) of Initial Subscriber(s):

Addresse(s) of Initial Subscriber(s):

Dated:

Witness to the above Signature(s):

Name:

Address:

Occupation:

Section 2(6) of the Companies Act 1985 states that "the memorandum must be signed by each subscriber in the presence of at least one witness, who must attest the signature". A similar provision is made in Section 7(3) regarding the Articles. This section is repealed by the Companies Act 2006 and replaced by a similar section which drops the requirement for a witness. However, the repeal only has affect from 1 October 2009.

The witness should have no interest in the Memorandum and Articles, not be a relative of the subscriber and must be over 18 with the mental capacity to make their own decisions.

Note: This Memorandum and the Articles of Association (bold text only) are sent to Companies House together with Form 10, which sets out the company's Registered Office, First Directors and First Secretary, and Form 12, where one of the First Directors attests in front of a solicitor or Justice of the Peace that the requirements of the Companies Act have been met in the formation of the company. The purpose of the attestation is that any false statement can then be prosecuted under the Perjury Act 1911.