2014 AGM/AGM Notice

Draft

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The business of the meeting will include the following Special Resolutions, to be 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.