2014 AGM/AGM Notice

Draft

NOTICE OF ANNUAL GENERAL MEETING

Wikimedia UK will be holding its 2014 Annual General Meeting on Saturday 9 August between 4pm and about 5:30pm. The AGM will take place at the Barbican Centre in London, during Wikimania 2014.

If you do not have a ticket for Wikimania, but would like to attend the AGM as a member, all you need to do is to present your voting papers (to be sent to you shortly in hard copy) to one of the stewards on duty at the Barbican, who will direct you to the meeting. If you want to attend Wikimania itself you will need a separate Wikimania ticket.

Apart from dealing with the formal business of the charity, the AGM is a great opportunity to meet other members, to hear about the work we are doing and to discuss our progress to date. Do please come if you can. If you are not able to join us, watch out for the voting papers which will be dropping through your letterbox within the next couple of weeks and make sure you return them and have your say on the various resolutions mentioned below.

Agenda

2014 Annual General Meeting of Wikimedia UK, to be held at The Barbican Centre, London, on Saturday 9 August at 4pm.

1. Welcome, and introduction to the AGM (Chair)

2. Approval of 2013 AGM minutes (Secretary)

3. Board report (Chair)

4. Finance report (Treasurer)

5. Discussion of reports and the work of the charity (Chair)

6. Resolutions (Chair)

7. Explanation of election procedure (Tellers)

8. Election hustings & questions (Tellers)

9. Voting (Tellers)

10. Plans for the next 12 months (Chief Executive)

11. Announcement of election result (Tellers)

12. AOB

Notes

Members attending the AGM will be provided with copies of:

• 2013 AGM minutes
• 2012-13 and 2013-14 audited accounts
• 2013-14 annual report
• Election candidate statements
• Proposed resolutions

Special Resolutions

The business of the meeting will include the following Special Resolutions, to be proposed by the Board:

Special Resolution to simplify paragraph 16.3 of the Articles

Whereas paragraph 16.3 of the Articles is not drafted in a straightforward manner, and the board considers that it could be made easier to understand without change in meaning.

This Meeting hereby resolves by Special Resolution to cancel paragraph 16.3 of the Articles, which currently reads as follows:

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.

and to replace it with the following:

16.3 If more than three Elected Directors are appointed at an Annual General Meeting, the number appointed in excess of three shall be required to retire at the next Annual General Meeting.

Special Resolution to fix an upper time limit for continuous trustee service

Whereas, Wikimedia UK commissioned a first review of governance ('the Hudson review') which reported in January 2013 and a second follow-up review (the 'Chapman review') which reported in October 2013

and whereas both the Hudson and Chapman reviews recommended as a matter of good charitable governance that trustees should be subject to a maximum continuous service period, with Hudson recommending no more than three consecutive two-year terms

and whereas the board agrees with the recommendations but requires a vote of the members in order to incorporate them into the Articles.

This meeting resolves by Special Resolution to amend Article 16 of the Articles of Association of Wikimedia UK as follows:

INSERT 16.6 Directors, whether elected or co-opted, shall in any case retire after no more than six years of continuous office and shall not be eligible for a further period of office as Directors until at least twelve months have passed since their retirement. For the purpose only of this article, the period between consecutive Annual General Meetings shall be deemed to be a period of twelve months.

Ordinary Resolutions

The business of the meeting will further include a variety of Ordinary Resolutions, current versions of which can be found here though the wording is still subject to change.

There are expected to be board resolutions relating to registration in Scotland, setting membership fees, noting the annual report and accounts, and appointing auditors.

Three board members are to be elected. We are not in need of additional candidates this year, but any member who wishes to stand should make themselves known immediately to the tellers (tellers@wikimedia.org.uk) who can provide full details of the formal requirements that will need to be complied with by no later than 18th July.

A resolution has been proposed by a member relating to the the board's decision to refuse an application for company membership.