Constitution
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Overview
Wikimedia UK is the local Wikimedia chapter covering the United Kingdom. The chapter is incorporated under the name "Wiki UK Limited" and uses Wikimedia UK as its operating name. 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.
Wiki UK Limited is incorporated in England & Wales as a "Company Limited by Guarantee". This means that the company has a separate legal identity from the members of the company, and therefore the members can only be sued as a result of something the company has done in limited circumstances.
The company is owned by its members, each of whom 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 the Board who are its directors and trustees.
Constitution
The constitution of Wiki UK Limited 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 Memorandum of Association and Articles of Association
(c) Any Special Resolutions passed by the company since incorporation. Currently two Special Resolutions have been passed, both at the 2009 AGM:
- (i) Requiring the permission of the members to amend the Election Rules
- (ii) Requiring the permission of the members to terminate or make certain amendments to the Chapter Agreement
(d) Any Rules adopted under Article 28 either by the members or the directors, which currently comprise:
- (i) the Election Rules (adopted by the Board in January 2009)
- (ii) the Membership Rules (adopted by the 2009 AGM)
- (iii) the Conflicts of interest policy
(e) The Chapter Agreement, signed by the chapter 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.