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)

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.

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)

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)