Meetings/2009 AGM/Notice/Original

Notice of Annual General Meeting

To: All members and directors of Wiki UK Limited (operating as Wikimedia UK)

Notice is hereby given that an Annual General Meeting will be held as follows:

• Date: [Saturday 21st March 2009]
• Time: [12pm] to [5pm]
• Location: [x Building, University of Birmingham Campus] [map of directions]

The agenda of the meeting is as follows:

[insert from Meetings/2009 AGM#Agenda when finalised]

You have the right to appoint a proxy who can attend the AGM and vote on your behalf. Alternatively, you may appoint the AGM Chair as your proxy, and instruct him to vote in a certain way. This can be used as a way of voting electronically, and you can still attend the meeting.

If you would like to do this, please email the following message to secretarywikimedia.org.uk, no later than 48 hours before the meeting, replacing the text within [ ] as appropriate:

I, [name], of the above email address, being a member of Wikimedia UK, hereby appoint the chair of the AGM (1) as my proxy to vote in my name on my behalf at the general meeting of the charity to be held on [21 March 2009] and at any adjournment thereof:

• Resolution 1 ([Description]): [Insert "For" or "Against"]
• Resolution 2 ([Description]): [Insert "For" or "Against"]
• Resolution 3 ([Description]): [Insert "For" or "Against"]
• Resolution 4 ([Description]): [Insert "For" or "Against"]
• Resolution 5 ([Description]): [Insert "For" or "Against"]

Unless otherwise instructed, the proxy [may/may not] vote as they think fit or abstain from voting.

1. If you would like someone else to be your proxy instead, please insert their name and address here

Invitation for Candidates

The AGM will elect a new Board of Directors who will run the chapter for the forthcoming year. The directors are also Trustees of the charity. Are you able to help out the chapter in this way? We expect directors will meet at least once per month and hope that directors will take a lead in the projects of the chapter outside meetings; we are particularly keen to enourage candidates who bring experience of media relations, legal matters, charity administration, project organisation or lobbying. However, there is no requirement to dedicate a certain amount of time to the chapter or to have any particular skills, experience or qualifications - just disclose what you can bring to the table and let the members decide!

Legal criteria

Before applying to be a candidate, please check that you fulfill the legal criteria to be a director and charity trustee. These are, in summary:

1. You are 16 years old or over
2. You are prepared to publicly disclose your real name, date of birth, residential address and the names of any other companies you are the director of
3. You are not an undischarged bankrupt, your estate has not been "sequestrated", you have not made an undischarged arrangement with your creditors and you have not granted a trust deed in favour of your creditors
4. You have not been disqualified from acting as a company director or removed as a charity trustee by the Charity Commission, the High Court or the Court of Session (Scotland)
5. You have never been convicted of any offense involving deception or dishonesty which is not a "spent" conviction - even if it was not in the UK

If you have any questions regarding the above you are welcome to contact the Board or take your own legal advice.

Duties

Once elected as a Board member, Directors and Trustees have certain general legal duties and responsibilities. These include:

1. To act only within the powers given to them by the Articles of Association
2. To act in good faith and with integrity to promote the success of the chapter in achieving its purposes, with regard, where necessary to long term effects and the interests of employees, the community, the environment, relations with suppliers and customers, standards of business conduct and fair acting between members of the chapter
3. To use the chapter's resources reasonably and only for the promotion of its purposes
4. To exercise independent judgement and reasonable care, skill and diligence and consider getting external professional advice on all matters where there may be material risk to the chapter, or where the board members may be in breach of their duties
5. To avoid conflicts of interest, declare them where necessary in accordance with applicable law and not to accept benefits from third parties where these may give rise to a conflict of interest
6. To avoid undertaking activities that might place the chapter's assets or reputation at undue risk, ensure that the chapter remains solvent.

In addition, the chapter's Board must ensure that the chapter complies with its other legal duties such as those arising from being an employer, and its reporting obligations to Companies House and the tax authorities.

Application Form

Please return to the [Teller] by [insert date]

Statutory requirements

This notice is required to be given under the company's Articles of Association, which specify:

1. The notice must be given to all members and directors (Art 6.4)
2. Notice must be received at least 21 days before the date of the AGM (Art 6.1a)
3. Notices given electronically are deemed to have been received 48 hours after they are sent (Art 26.5)
4. Copies of notices sent must be retained in the Sent Items folder (Art 26.5)
5. If notices sent electronically bounce, a paper copy must be posted to the member within 48 hours (Art 26.5)
6. The notice must specify the Date, Time and Place of meeting (Art 6.3)
7. The notice must specify the general nature of the business of the meeting (this is achieved by including the Agenda) (Art 6.3)
8. The notice must mention the fact that it is an AGM (achieved by the title) (Art 6.3)

In addition the Election Rules specify that an invitation for candidates must be sent out with the notice of an AGM, containing:

1. Details of the duties and obligations of a director-trustee
2. Details of the statutory restrictions on who can serve as a director-trustee
3. A nominating form for candidates to return to the Teller(s) setting out the required information,[2] with space for a candidate statement
4. The deadline for returning the form to the Teller(s), which will not be less than 14 days and no more than 35 days before the AGM,[3] and at least three clear days after notice has been given

The legal rules on who can serve as a Director and as a charity Trustee are set out:

1. For company directors here
2. For charity trustees here

The duties of the chapter's Board members are set out:

1. In the Companies Act 2006 here; more guidance on these duties are given here
2. As charity trustees, here