AGM 2014/Resolutions
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AGM: Elections — Resolutions |
Note: These resolutions have been added here for discussion. None of these resolutions have yet been agreed by the board.
Registration in Scotland
- A special motion to be proposed by the board to tidy up an issue from previous AGMs
Option A
- The Meeting hereby resolves 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."
Option B
This motion is a Special Resolution and therefore requires a 75% majority to pass. It has been proposed by (TBC - drafted by Mike Peel based on the 2012 resolution).
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
Whereas, our legal advisers have recommended that we revise our Articles of Association to enable us to also be registered in Scotland
Whereas, a resolution was passed at the Annual General Meeting 2012 to amend the Articles to do this, but this change was deemed ineffective by the Charity Commission as it is a regulated alteration
Whereas Wikimedia UK now has permission from the Charities Commission to change the Articles according to this resolution
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 simplify paragraph 16.3 of the Articles
Consider replacing:
- 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.
with something like this:
- 16.3 If more than four Elected Directors are appointed at an Annual General Meeting, the number appointed in excess of four shall be required to retire at the next Annual General Meeting.
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.