Constitution

From Wikimedia UK
Revision as of 11:32, 25 March 2014 by Sjgknight (talk | contribs) (→‎Overview: clarifications of legal position)
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Overview

Wikimedia UK[1] is the local Wikimedia chapter covering the United Kingdom. We were founded on 5 November 2008, and we were approved as a chapter by the Wikimedia Foundation on 12 January 2009.

Wikimedia UK is a separate organization from the Wikimedia Foundation, and has no control over the contents of Wikipedia or any other projects run by the Wikimedia Foundation. We exist to help collect, develop and distribute freely licensed knowledge (and other educational, cultural and historic content), which we do by supporting the charitable activities of the Wikimedia Foundation.

Wikimedia UK is a registered charitable company that is incorporated in England & Wales as a "Company Limited by Guarantee" (Registered Company No. 6741827. Registered Charity No.1144513.). This means that the company has a separate legal identity from the members of the company, and except where they are also on the Board (See the articles of association) they have no further liability for the company’s debts beyond the amount of their personal guarantee (See the articles of association).

The company is controlled by its voting members under company law, for the purposes set out in the Objects of the charity (and not for the private benefit of those members). Each member has signed up to a guarantee, whereby they agree to pay up to £1 towards the company's debts should it go into liquidation and be unable to pay all its liabilities. The company is run from day to day by a Chief Executive, who heads up our Staff. In managing the company’s resources and activities the Chief Executive is required to follow the strategic direction and company policies which are governed by the Board whose members are its directors and who are regarded as its trustees for the purposes of charity law.

Constitution

The constitution of Wikimedia UK comprises:

(a) The overriding legislative framework set down in UK Charity and Company law, particularly in the Companies Act 2006 and the Charities Acts 1993 and 2006

(b) The company's Articles of Association

(c) Any Special Resolutions passed by the company since incorporation. Currently three Special Resolutions have been passed:

(d) Any Rules adopted under Article 28 either by the members or the directors, which currently comprise:

(e) The Chapter Agreement, signed by Wikimedia UK and the Wikimedia Foundation, which obliges each party to support the activities of the other and forbids either party from doing anything to negatively impact the work or image of the other.

Notes

  1. Wikimedia UK operated under the name "Wiki UK Limited" from incorporation until 12 May 2012.
  2. Replaced by the Finance Policy in 2013.