Annual Conference 2012/AGM Resolutions

Change of name

For background, see Change of name

This motion is a Special Resolution and therefore requires a 75% majority to pass.

Whereas, when the chapter was originally incorporated, it was not at the time recognised as the Wikimedia chapter so could not officially use the name "Wikimedia UK", and therefore it was decided at the time to incorporate under the legal name "Wiki UK Ltd"

Whereas the use of two names creates unnecessary confusion for supporters, members and partner organisations

Resolves, by Special Resolution, to change its legal name from Wiki UK Ltd to Wikimedia UK Ltd.

Registration in Scotland

This motion is a Special Resolution and therefore requires a 75% majority to pass.

Whereas, in November 2011, Wikimedia UK was recognised as a charity by the Charity Commission of England and Wales

Whereas bodies which represent themselves as charities and have substantive activities in Scotland are also required under the Charities and Trustee Investment (Scotland) Act 2005 to register with the Office of the Scottish Charities Regulator

Whereas Wikimedia UK seeks to have activities throughout England, Wales, Scotland and Northern Ireland

Wheras, our legal advisers have recommended that we revise our Articles of Association to enable us to also be registered in Scotland

Resolves, by Special Resolution, to revise its Articles of Association by adding a new Article 30 as follows:

30. Nothing in these Articles shall authorise an application of the property of the Charity for purposes which are not charitable in accordance with s.7 Charities and Trustee Investment (Scotland) Act 2005.

A motion to increase the term of Board members from one to two years

This motion is a Special Resolution and therefore requires a 75% majority to pass.

Whereas, Article 16.1 currently reads:

"Providing that one or more valid nominations for Directors are received, all the Directors shall retire from office at each Annual General Meeting ";

Whereas, Article 17.4 currently reads:

"Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy.";

Believing the resultant uncertainty around the election each year disrupts the effectiveness of the Board's planning, and interim functionality;

Believing that longer terms for the Directors would produce a positive impact in improved stability of the Board;

Resolves, by Special Resolution:

1) To replace Article 16.1 with the following:

16.1 Directors shall retire from office at the second Annual General Meeting since their last appointment, unless by the close of the meeting the members have failed to elect sufficient Directors to hold a quorate meeting of the Directors.;

2) To re-number Article 16.2 as 16.4;

3) To create Articles 16.2 and 16.3, which shall read as follows:

16.2 If a maximum size of the Board has been set then, should the number of Directors not retiring at an Annual General Meeting, due to not being required to retire by Article 16.1 and not choosing to retire voluntarily, number fewer than half the maximum size of the Board (rounded down, if necessary) then a number of Directors appointed at that Annual General Meeting equal to half the maximum size of the Board (rounded down, if necessary) less the number of directors not retiring shall be required to retire at the next Annual General Meeting.

16.3 If some Directors appointed at an Annual General Meeting are required to resign at the next Annual General Meeting under Article 16.2, the Directors so required shall be determined by an Ordinary Resolution of the Annual General Meeting that appointed them. Should that meeting fail to make such a determination, the determination shall by made at the first meeting of the Board following that meeting by the Chair drawing lots.

3) To replace Article 17.4 with the following:

17.4 Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy. A Director appointed by a resolution of the other Directors must retire at the next annual general meeting.

These amendments shall take immediate effect and shall affect the current Meeting.

Proposed by Thomas Dalton

Seconded by

Motion to amend the Election Rules

This motion is moot should the preceding motion not pass.

This meeting resolves by special resolution to amend the Election Rules by:

1) Appending the following section:

Determination of Directors to retire at next Annual General Meeting

Should some Directors appointed under these Rules be required, under Article 16.2, to retire at the next Annual General Meeting, those Directors shall be those who received the fewest votes. In the event of a tie, a teller shall draw lots prior to announcing the result. The annoucement of the results shall include a statement indicating which of the elected candidates are required to retire at the next Annual General Meeting.

2) Amending the section entitled "Resolution to appoint" to read:

Immediately prior to the announcement, an Ordinary Resolution shall be put to the meeting formally appointing as directors those candidates that the teller(s) announce have been duly elected. If necessary, this Ordinary Resolution shall include a determination under Article 16.3 that the Directors required to retire at the next Annual General Meeting shall by those announced by the teller(s) in accordance with the section below entitled "Determination of Directors to retire at next Annual General Meeting".

These amendments shall take immeadiate effect and shall affect the current Meeting.

A motion to introduce Rules for Resolutions at General Meetings

This motion is a Special Resolution and therefore requires a 75% majority to pass.

Whereas, the most important decisions about the charity should be name by the members,

Whereas, the Articles and relevant legislation require that 21 clear days notice of the text of any Special Resolution be given,

Whereas, amendments to a Special Resolution cannot be made less than 21 clear days before the General Meeting at which the vote will take place,

This meeting resolves, by Special Resolution, to:

1. Enact the attached Rules for Resolutions at General Meetings under Article 28
2. Entrench the attached Rules for Resolutions at General Meetings such that they can only be amended or repealed by a Special Resolution under Article 15.1

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Rules for Resolutions at General Meetings

1. In the event that these rules contradict the Articles or relevant legislation, the Articles or relevant legislation take precedence.
2. An Ordinary or Special Resolution may be proposed by the Board of Trustees or by 5% (rounded up) of the members of the Charity.
3. An Ordinary Resolution may be proposed at any time prior to or during a General Meeting.
4. A Special Resolution not being proposed by the Board of Trustees must be proposed, by writing to the Chair of the Board of Trustees, at least 42 clear days before the General Meeting at which it will be voted on. Notice of this Resolution must be given by the Charity to all members of the Charity at least 35 clear days before the General Meeting at which it will be voted on.
5. A Special Resolution proposed by the Board of Trustees must be proposed and notice given to all members of the Charity at least 35 clear days before the General Meeting at which it will be voted on.
6. An amendment to an Ordinary Resolution may be proposed by the Board of Trustees or by the lesser of 2 members and 5% (rounded up) of the members of the Charity at any time after the Resolution is proposed and before it is voted on. If the amendment is proposed more than 7 clear days before the General Meeting at which it will be voted on, then the Charity must give notice of it to all members of the Charity no more than 7 clear days after the Chair of the Board of Trustees is informed of the proposal.
7. An amendment to a Special Resolution may be proposed by the Board of Trustees or by the lesser of 2 members and 5% (rounded up) of the members of the Charity at any time after the Resolution is proposed and at least 28 clear days before the General Meeting at which the Resolution will be voted on. The Charity must give notice of the amendment to all members of the Charity at least 21 clear days before the General Meeting at which it will be voted on.
8. An amendment to a Resolution must be entirely related to the subject matter of the Resolution. If it is not, it shall be declared Out of Order by the Chair of the Board of Trustees and shall not be voted on. Notice of the amendment, specifying that it has been declared Out of Order, shall be given as otherwise required by these Rules. The decision of the Chair on whether an amendment is In Order or Out of Order may be overruled by an Ordinary Resolution at the General Meeting. If a General Meeting resolves that an amendment in In Order, then it will be voted on at that General Meeting.