AGM 2014/Resolutions

2014 Annual General Meeting AGM: Elections — Resolutions Miscellaneous: 2014 Annual Review · 2014 Annual Report · UK Wikimedian of the Year 2014 · Timeline

Note: These resolutions have been added here for discussion. None have yet been formally agreed.

A motion relating to registration in Scotland

A resolution to be proposed by the board to tidy up an issue from previous AGMs

This Meeting hereby resolves by Ordinary Resolution that Art.30 (compliance with Scottish charity law), which was added to the Company's Articles by Special Resolution passed at the 2012 AGM and retrospectively sanctioned by the Charity Commission on the basis that it is deemed to be a "regulated amendment" that can only take effect with the Commission's concurrence, shall be deemed to come into effect herewith."

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.

A motion to appoint board members

Whereas, those trustees whose term ran until 2014 have resigned effective at the end of this meeting, as required by the Articles of Association. Whereas, the Election Rules require an election of board members at this meeting.

This meeting resolves by Ordinary Resolution to hold an election in accordance with the Election Rules and then appoint the elected candidates as members of the Board of Trustees for the next two years.

A motion to set membership fees

Whereas, the Membership Rules require the membership fees to be reviewed by each AGM.

This meeting resolves by Ordinary Resolution to maintain the membership fees unchanged for Individual Members at £5 per year and for all Member Organisations at £100 per year.

A motion to appoint auditors

Whereas Messrs UHY Hacker Young of 22 The Ropewalk Nottingham have been appointed by the directors as auditors of the company,

This Meeting resolves to reappoint them as auditors until the conclusion of the next Annual General Meeting.