2015 Annual General Meeting/Resolutions

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2015 Annual General Meeting AGM: Elections (Candidate statements · Candidate questions) — Resolutions Miscellaneous: 2015 Annual Review · 2015 Annual Report · UK Wikimedian of the Year 2015 · Timeline

Proposed special resolutions to amend the articles at the 2015 AGM

Here are the proposals for amending the articles that the board has discussed internally and with the community over the last 12 months.

Following the recommendations of our governance reviewer, Rosie Chapman, the board proposes to defer until later the general (and inevitably time-consuming) task of tidying up the articles. The board wants at present to focus on delivery and to avoid any temptation to spend time simply polishing governance documentation.

In the text below, existing wording is shown in italic, with proposed changes shown underlined.

(2) Relaxing the requirement that the board may delegate powers only to a committee of two or more trustees

The charity's articles currently include non-standard restrictions which prevent the board from granting non-trustees full voting membership of board committees, with potential non-trustee involvement being limited to non-voting 'observer' status. This prevents the board from making best use of outside experience.

The restrictive requirement that powers can be delegated only to a committee of two or more trustees also hinders the charity's ability to make good use of external non-board experience as well as limiting its flexibility, speed of action and effectiveness.

Recommend: making the following amendments to Article 21. The amendments are based upon the standard model articles for a company limited by guarantee, with some small tweaks proposed by the charity's solicitors:

21.1 The Directors may delegate any of their powers or functions (but not their fundamental responsibilities in company and charity law)

(a) to a person or a committee (provided, in the case of a committee, that at least one member is a Director);

(b) by such means and to such an extent;

(c) in relation to such matters (including day-to-day management of the charity, budget management, bank mandates, procurement of contracts and staff management); and

(d) on such terms and conditions;

as they see fit, provided

(i) that the terms of any delegation must be recorded in the minute book; and

(ii) all acts and proceedings of any person or committee to whom powers or functions are delegated in accordance with this Article must be fully and promptly reported to the Directors.

21.2 The Directors may impose conditions when delegating, including the conditions that:

(a) the relevant powers are to be exercised exclusively by the person or committee to whom they delegate;

(b) no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the Directors.

21.3 The Directors may at any time revoke or alter a delegation in whole or part, or alter its terms and conditions.

21.4 If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.

(3) Clarifying the power of trustees to make decisions via an online vote

The long-standing practice of using an on-wiki vote to take decisions between board meetings relies on a particular reading of the provisions of articles 20.12 and 20.13. Those articles are in an old-fashioned form more suited to an era when decisions were made by means of signed hard copy documents. The wording currently reads:

20.12 A resolution in writing agreed by a simple majority of all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or (as the case may be) a committee of Directors duly convened and held provided that:

(a) a copy of the resolution is sent or submitted to all the Directors eligible to vote; and

(b) a simple majority of Directors has signified its agreement to the resolution in an authenticated document or documents which are received at the registered office within the period of 28 days beginning with the circulation date.

20.13 The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more Directors has signified their agreement.

Recommend: for the sake of clarity adding a specific clause to clarify the power of the board to make decisions online.

Add new article 20.14:

20.14 An online resolution agreed by a simple majority of all the Directors entitled to receive notice of a meeting of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held provided that:

(a) the resolution is laid open to the Directors online for a voting period of not more than 28 days;

(b) a link to the resolution is sent by email to all the Directors eligible to vote, at their usual email address; and

(c) a simple majority of Directors has signified its agreement to the resolution by signing online or otherwise providing an authenticated vote in writing.

(4) Reducing the main board quorum to the Charity Commission's recommended level

Under article 20.6, the quorum for a decision of the directors is “two or a majority of the Directors whichever is greater”. The requirement for a majority is exceptionally high and means that there has to be at least 6 trustees available before any full board decision can be taken. This inhibits prompt and efficient decision making.

Recommend: changing article 20.6 to implement the recommendation of the Charity Commission in CC48, as follows:

20.6 The quorum shall be one-third of the total number of Directors, rounded down, plus one.

That would mean in practice a quorum of 4.

(5) Clarifying that the board may delegate the task of approving membership applications (eg to the CEO)

The board has for some time adopted the practice of instructing the CEO to handle applications for membership, where he is able to do so, to avoid the unnecessary delay and formality of requiring all applications to be formally approved by the full board. The charity has received legal advice that it has power to do this under the existing articles. However, the articles could be better expressed to make the power to adopt this practice explicit. Should a new CEO not have sufficient background knowledge to be able to handle the task, the board would like a clearly-stated power to enable it to delegate to a committee.

Recommend: for the sake of clarity amending article 2.2 as follows:

2.2 Membership is open to other individuals or organisations who:

(a) apply to the charity in the form required by the Directors; and

(b) are approved by the Directors or such person or persons authorised by the Directors for this purpose.