Fundraising debate (again)

[Chris Keating-2]

Dear all,

Some of you have been following the lengthy ongoing debate about the future of fundraising in the Wikimedia movement. Mike Peel and I attended a meeting the weekend before last in Paris, with representatives of the Wikimedia Foundation and other chapters, where these issues were discussed at some length. 

Earlier this week, the Board received another email from Sue seeking clarification on our position as a chapter. (Sue's letter is right at the bottom of this email). The Board are going to talk about this in a phone call on Saturday, but we wanted to share our current draft response and get some input. The current draft is below (I have summarised Sue's questions).

Please feel free to respond on- or off-list.

(As this is a publically archived list I ought to stress these replies are a personal discussion draft and have not been adopted as an official position by Wikimedia UK).

Do we still want to payment-process

Yes we do. We think it adds value to the movement - most obviously through Gift Aid, but we also think we can add value to the fundraiser in other ways (e.g. by generating recurring rather than one-off income) and because of the long-term value of the data in the fundraiser for both further fundraising work and outreach. There is also a risk of confusion for some donors who are used to giving to Wikimedia UK, or are already doing so on a recurring basis.

Furthermore, we don't see how taking an administrative decision to stop raising money in a tax-deductible way can possibly be in donors' best interests. (Chris has actually put up a very cautious cost-benefit analysis on meta here:  http://meta.wikimedia.org/wiki/Talk:Fundraising_and_Funds_Dissemination/WMF_staff_memo#Wikimedia_UK_cost.2Fbenefit_analysis - we draw your attenttion to it)

Are there other specific local requirements or incentives
So far as we can tell, everything has been explored. The reasons why Wikimedia UK participating is a good idea include the 25% extra from the donations possible through Gift Aid, exploiting local knowledge of donors, and the potential for us to make use of fundraiser data for other fundraising and outreach work. We think these are strong reasons.

Are there any other problems transferring money internationally

Don't think so. We know we can send the Foundation what are, in legal terms, discretionary grants restricted towards the charitable objectives the Foundation and Wikimedia UK share. We already do this and can continue to do this on the same basis.

Increased visibility of our internal workings

Since last August we've been engaged in a dialogue with you about these issues. We expect that to continue. We're optimistic that the Chapters Council, when up and running, will mean that many (though not all) of these things stop being a burden on the Foundation and become a peer review activity for Chapters. Furthermore, we think that it is just as important for us to be transparent and accountable were we to be spending money which we had received in the form of a grant, than if we were taking donors' money directly.

What if the answer's still No

We think there is now a fairly clear scenario which enables chapters to payment-process without prejudicing the Foundation's fiduciary duties, and without creating the idea that Chapters are dependent for their growth on payment-processing. There are many benefits to this scenario and few drawbacks. We would be disappointed if the Foundation did not choose this scenario. 

On 23 February 2012 20:52, Sue Gardner <[hidden email]> wrote:

Hi Roger,

I'm so sorry I didn't see you at the Paris meeting, but I'm sure
you've heard from Chris and Mike --- it was very good. I am really
grateful to Christophe -- he did a great job of setting a
constructive, positive tone: it was fabulous :-)

The meeting gave everybody there a chance to discuss where we're at,
share our current thinking, and kick around possible paths going
forward. As you know, we've been talking about these issues for many
months: it was good to have some F2F time together on them. You
probably also know that on March 9, I’m expected to deliver to the
Wikimedia Foundation Board a set of recommendations, one of which will
cover who should process donations that come in via the project sites.

The purpose of this note is for me to gain further clarity about the
UK chapter’s current position on payment processing. I think I have a
sense of where you're at, but I'm not 100% positive. So the purpose of
this note is to get clarity where I'm not sure, particularly in light
of the letter the Board published a few weeks ago.

First, some background. I want to be careful not to aim to speak on
behalf of the WMF Board of Trustees: at this point, it hasn’t decided
anything beyond what it's already published, and I do not yet know
what it will ultimately decide. Having said that, the Board did say
earlier this month that it is "sharpening" the criteria for payment
processing. That payment-processing is not a natural path to growth
for a chapter, and that in future, most chapters won’t
payment-process. It also said that if and when chapters
payment-process, it would be done primarily for reasons of tax,
operational efficiency, only where payment-processing is not in
conflict with funds dissemination principles and goals, and that
payment-processing should avoid a perception of "entitlement." There
was some initial confusion about what “entitlement” means, and in
Paris the Board members clarified that it means payment-processing
chapters would not be entitled to keep funds they process: funds for
payment-processing chapters would go through the same dissemination
process as funds to non-payment-processing chapters.

In light of all this, and as I start drafting my final recommendations
to the Board, there are a few questions I’d like to ask you.  I'm
cognizant that responding might seem burdensome for you -- you likely
don't have a Board meeting scheduled in the next few weeks, and I
expect you may not have super-easy, quick-turnaround access to legal
counsel. So please rest assured that my goal here isn't to burden you.
Some of these questions may be easy to answer -- if so, great! To the
extent that they are hard to answer, I'd be happy if you could give me
a provisional or partial answer. Please don't feel like you need to
drop everything to give me definitive responses, and please know that
any and all information will be helpful, even if it's incomplete :-)

Here are my questions:

* Assuming all of the above holds true (specifically, that the chapter
has no entitlement to retain or to control dissemination of the funds
it processes), does the UK chapter still aspire to payment-process in
2012 and beyond? If you would still prefer to payment process, I’d
appreciate if you could share with me your thinking about why.
Basically -- how do you feel payment-processing would benefit your
chapter, and/or the Wikimedia movement overall?

* Are there specific local requirements or incentives (beyond Gift
Aid, which I know about) that you're aware of that might make it more
difficult or costly for the Wikimedia Foundation to payment process
donations from the UK, relative to the UK chapter doing it?

* I think the UK  chapter and the Wikimedia Foundation have a pretty
good understanding of the restrictions you would face, if you did
payment-process, in transferring money to the Wikimedia Foundation. (I
mean, restrictions capping the amount or percentage you can transfer,
or restrictions on how that money can be used.) But I’d like to ask
you: in addition to what we’ve discussed in the past, is there
anything new that the Wikimedia Foundation should be aware of? We are
now (for the first time) talking about payment-processing chapters not
having an entitlement to the money raised out of their geography, so
what I’m mainly asking about is that. Assuming you weren’t entitled to
retain money, or control its distribution internationally -- does that
create any new problems or impediments for your chapter in freely
moving money out of the UK?

* If you were to payment-process in 2012 and beyond, the Wikimedia
Foundation Board of Trustees might want to have increased visibility
into your chapter’s internal workings, to make sure it’s able to
confidently uphold its fiduciary responsibilities. Just as
illustrative examples -- this might include an assessment or
independent audit of your chapter’s legal and financial practices and
policies, site visits to your chapter’s offices, and/or the Wikimedia
Foundation requesting a seat on your Audit committee or on your Board
of Trustees. In general, can you provide your perspective on
requirements such as those? I remember that in the UK the idea of
reserved Board seats for this kind of thing seems less culturally
acceptable than in the United States: is that true? Are there other
legal or cultural impediments to the kinds of possibilities I've
raised, and if so, are there alternatives that might be better or more
appropriate? (Please bear in mind I’m not necessarily saying that the
Wikimedia Foundation would propose any of these: at this point I don’t
know. Before the Board considers the options, I’d like to get your
general thinking.)

* If your chapter were not going to payment-process in 2012 and
beyond, either because the Wikimedia Foundation disallowed it, or
because you chose not to, what would the reaction of your chapter be?
("Your chapter" could mean you, the Board as a whole, or chapter
members.) Would the UK chapter want to be allowed to payment process
in 2012, even if you couldn’t payment-process in years after that? (If
so, why?) What problems might stopping payment-processing cause for
your chapter, and are there ways the Wikimedia Foundation could help
resolve them? What kinds of issues would we need to resolve in a
transition period? Fast answers are okay here: I am really aiming to
make sure I don't miss anything important.

Just so you know: I am also sending similar questions to the German,
French and Swiss chapters. If you want to coordinate your responses
with those chapter heads, that's fine with me. I'm sending this mail
to you individually because I'm primarily interested in the position
of the UK chapter and the other chapters that have recently
payment-processed, not in the general thoughts of observers on our
mailing lists. I feel like there's been lots of opportunity for people
to express general opinions. That said, I am totally fine with you
forwarding this mail to anyone you like, and/or discussing this on
lists such as the chapters list or internal-l. I don't consider it
confidential, and I am fine with you freely sharing it with anyone you
like.

Like I said earlier in this note, my final recommendations are due to
the Board on March 9. So I would very much appreciate a reply --even a
partial one-- by March 2, if that's possible for you. I'm CCing Barry
because I'll be travelling next week, and I want to make sure we have
an open line for easy communication, especially if anything in this
mail seems unclear or confusing.

Thanks,
Sue

--

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[Gordon Joly]

> * Are there specific local requirements or incentives (beyond Gift
> Aid, which I know about) that you're aware of that might make it more
> difficult or costly for the Wikimedia Foundation to payment process
> donations from the UK, relative to the UK chapter doing it?

That's the $64,000 question, eh?

Gift Aid is big fat bonus to incoming funds...

Gordo

--

Gordon Joly
[hidden email]
http://www.joly.org.uk/
Don't Leave Space To The Professionals!


_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[Thomas Dalton]

I think this is an excellent response. You've given Sue the
information she needs, while making very clear our position on the
issues.

It might be worth adding a little more detail on the WMF
representative on the WMUK board idea (which is a new one to me, and I
very much doubt it will actually be proposed, but since it is new I
doubt Sue has any information from us on how it would work). Explain
that all board members have to be ratified by a general meeting (at
the moment, annually). At best, we could have a separate vote on the
WMF rep (rather than having them stand in the main election), but they
would still need to get 50% support of members each year. (And
introducing that separate vote would need 67% support.)

It's much like the chapter-selected seats on the WMF board - they
still have to be ratified by the members of the WMF, it's just that
the members of the WMF are just the WMF board.

On 29 February 2012 19:46, Chris Keating <[hidden email]> wrote:

> Increased visibility of our internal workings
> Since last August we've been engaged in a dialogue with you about these
> issues. We expect that to continue. We're optimistic that the Chapters
> Council, when up and running, will mean that many (though not all) of these
> things stop being a burden on the Foundation and become a peer review
> activity for Chapters. Furthermore, we think that it is just as important
> for us to be transparent and accountable were we to be spending money which
> we had received in the form of a grant, than if we were taking donors' money
> directly.
>
> What if the answer's still No
> We think there is now a fairly clear scenario which enables chapters to
> payment-process without prejudicing the Foundation's fiduciary duties, and
> without creating the idea that Chapters are dependent for their growth on
> payment-processing. There are many benefits to this scenario and few
> drawbacks. We would be disappointed if the Foundation did not choose this
> scenario.
>
>
> On 23 February 2012 20:52, Sue Gardner <[hidden email]> wrote:
>>
>> Hi Roger,
>>
>> I'm so sorry I didn't see you at the Paris meeting, but I'm sure
>> you've heard from Chris and Mike --- it was very good. I am really
>> grateful to Christophe -- he did a great job of setting a
>> constructive, positive tone: it was fabulous :-)
>>
>> The meeting gave everybody there a chance to discuss where we're at,
>> share our current thinking, and kick around possible paths going
>> forward. As you know, we've been talking about these issues for many
>> months: it was good to have some F2F time together on them. You
>> probably also know that on March 9, I’m expected to deliver to the
>> Wikimedia Foundation Board a set of recommendations, one of which will
>> cover who should process donations that come in via the project sites.
>>
>> The purpose of this note is for me to gain further clarity about the
>> UK chapter’s current position on payment processing. I think I have a
>> sense of where you're at, but I'm not 100% positive. So the purpose of
>> this note is to get clarity where I'm not sure, particularly in light
>> of the letter the Board published a few weeks ago.
>>
>> First, some background. I want to be careful not to aim to speak on
>> behalf of the WMF Board of Trustees: at this point, it hasn’t decided
>> anything beyond what it's already published, and I do not yet know
>> what it will ultimately decide. Having said that, the Board did say
>> earlier this month that it is "sharpening" the criteria for payment
>> processing. That payment-processing is not a natural path to growth
>> for a chapter, and that in future, most chapters won’t
>> payment-process. It also said that if and when chapters
>> payment-process, it would be done primarily for reasons of tax,
>> operational efficiency, only where payment-processing is not in
>> conflict with funds dissemination principles and goals, and that
>> payment-processing should avoid a perception of "entitlement." There
>> was some initial confusion about what “entitlement” means, and in
>> Paris the Board members clarified that it means payment-processing
>> chapters would not be entitled to keep funds they process: funds for
>> payment-processing chapters would go through the same dissemination
>> process as funds to non-payment-processing chapters.
>>
>> In light of all this, and as I start drafting my final recommendations
>> to the Board, there are a few questions I’d like to ask you.  I'm
>> cognizant that responding might seem burdensome for you -- you likely
>> don't have a Board meeting scheduled in the next few weeks, and I
>> expect you may not have super-easy, quick-turnaround access to legal
>> counsel. So please rest assured that my goal here isn't to burden you.
>> Some of these questions may be easy to answer -- if so, great! To the
>> extent that they are hard to answer, I'd be happy if you could give me
>> a provisional or partial answer. Please don't feel like you need to
>> drop everything to give me definitive responses, and please know that
>> any and all information will be helpful, even if it's incomplete :-)
>>
>> Here are my questions:
>>
>> * Assuming all of the above holds true (specifically, that the chapter
>> has no entitlement to retain or to control dissemination of the funds
>> it processes), does the UK chapter still aspire to payment-process in
>> 2012 and beyond? If you would still prefer to payment process, I’d
>> appreciate if you could share with me your thinking about why.
>> Basically -- how do you feel payment-processing would benefit your
>> chapter, and/or the Wikimedia movement overall?
>>
>> * Are there specific local requirements or incentives (beyond Gift
>> Aid, which I know about) that you're aware of that might make it more
>> difficult or costly for the Wikimedia Foundation to payment process
>> donations from the UK, relative to the UK chapter doing it?
>>
>> * I think the UK  chapter and the Wikimedia Foundation have a pretty
>> good understanding of the restrictions you would face, if you did
>> payment-process, in transferring money to the Wikimedia Foundation. (I
>> mean, restrictions capping the amount or percentage you can transfer,
>> or restrictions on how that money can be used.) But I’d like to ask
>> you: in addition to what we’ve discussed in the past, is there
>> anything new that the Wikimedia Foundation should be aware of? We are
>> now (for the first time) talking about payment-processing chapters not
>> having an entitlement to the money raised out of their geography, so
>> what I’m mainly asking about is that. Assuming you weren’t entitled to
>> retain money, or control its distribution internationally -- does that
>> create any new problems or impediments for your chapter in freely
>> moving money out of the UK?
>>
>> * If you were to payment-process in 2012 and beyond, the Wikimedia
>> Foundation Board of Trustees might want to have increased visibility
>> into your chapter’s internal workings, to make sure it’s able to
>> confidently uphold its fiduciary responsibilities. Just as
>> illustrative examples -- this might include an assessment or
>> independent audit of your chapter’s legal and financial practices and
>> policies, site visits to your chapter’s offices, and/or the Wikimedia
>> Foundation requesting a seat on your Audit committee or on your Board
>> of Trustees. In general, can you provide your perspective on
>> requirements such as those? I remember that in the UK the idea of
>> reserved Board seats for this kind of thing seems less culturally
>> acceptable than in the United States: is that true? Are there other
>> legal or cultural impediments to the kinds of possibilities I've
>> raised, and if so, are there alternatives that might be better or more
>> appropriate? (Please bear in mind I’m not necessarily saying that the
>> Wikimedia Foundation would propose any of these: at this point I don’t
>> know. Before the Board considers the options, I’d like to get your
>> general thinking.)
>>
>> * If your chapter were not going to payment-process in 2012 and
>> beyond, either because the Wikimedia Foundation disallowed it, or
>> because you chose not to, what would the reaction of your chapter be?
>> ("Your chapter" could mean you, the Board as a whole, or chapter
>> members.) Would the UK chapter want to be allowed to payment process
>> in 2012, even if you couldn’t payment-process in years after that? (If
>> so, why?) What problems might stopping payment-processing cause for
>> your chapter, and are there ways the Wikimedia Foundation could help
>> resolve them? What kinds of issues would we need to resolve in a
>> transition period? Fast answers are okay here: I am really aiming to
>> make sure I don't miss anything important.
>>
>> Just so you know: I am also sending similar questions to the German,
>> French and Swiss chapters. If you want to coordinate your responses
>> with those chapter heads, that's fine with me. I'm sending this mail
>> to you individually because I'm primarily interested in the position
>> of the UK chapter and the other chapters that have recently
>> payment-processed, not in the general thoughts of observers on our
>> mailing lists. I feel like there's been lots of opportunity for people
>> to express general opinions. That said, I am totally fine with you
>> forwarding this mail to anyone you like, and/or discussing this on
>> lists such as the chapters list or internal-l. I don't consider it
>> confidential, and I am fine with you freely sharing it with anyone you
>> like.
>>
>> Like I said earlier in this note, my final recommendations are due to
>> the Board on March 9. So I would very much appreciate a reply --even a
>> partial one-- by March 2, if that's possible for you. I'm CCing Barry
>> because I'll be travelling next week, and I want to make sure we have
>> an open line for easy communication, especially if anything in this
>> mail seems unclear or confusing.
>>
>> Thanks,
>> Sue
>>
>> --
>
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
> WMUK: http://uk.wikimedia.org
>

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[Gordon Joly]

On 29/02/2012 23:37, Thomas Dalton wrote:

> It might be worth adding a little more detail on the WMF
> representative on the WMUK board idea (which is a new one to me, and I
> very much doubt it will actually be proposed, but since it is new I
> doubt Sue has any information from us on how it would work). Explain
> that all board members have to be ratified by a general meeting (at
> the moment, annually). At best, we could have a separate vote on the
> WMF rep (rather than having them stand in the main election), but they
> would still need to get 50% support of members each year. (And
> introducing that separate vote would need 67% support.)
>
> It's much like the chapter-selected seats on the WMF board - they
> still have to be ratified by the members of the WMF, it's just that
> the members of the WMF are just the WMF board.

I assume that the Charities Commission and Companies House would be
happy with this proposal for a WMF board member? Does the "Wiki UK
Limited" constitution allow for a "body" to join the board as a
constituted body (rather than a "real person")?

Gordo

--

Gordon Joly
[hidden email]
http://www.joly.org.uk/
Don't Leave Space To The Professionals!


_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[Gordon Joly]

Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.

Gordo


**********************************************

14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.

14.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 18.1.

14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.

14.4 The first Directors shall be those persons notified to Companies House as the first directors of the charity.

14.5 A Director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the Directors.

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[jon.davies]

Many charities have spaces allocated to other organisations they  
consider appropriate.

Quoting Gordon Joly <[hidden email]>:

> On 29/02/2012 23:37, Thomas Dalton wrote:
>> It might be worth adding a little more detail on the WMF
>> representative on the WMUK board idea (which is a new one to me, and I
>> very much doubt it will actually be proposed, but since it is new I
>> doubt Sue has any information from us on how it would work). Explain
>> that all board members have to be ratified by a general meeting (at
>> the moment, annually). At best, we could have a separate vote on the
>> WMF rep (rather than having them stand in the main election), but they
>> would still need to get 50% support of members each year. (And
>> introducing that separate vote would need 67% support.)
>>
>> It's much like the chapter-selected seats on the WMF board - they
>> still have to be ratified by the members of the WMF, it's just that
>> the members of the WMF are just the WMF board.
> I assume that the Charities Commission and Companies House would be  
> happy with this proposal for a WMF board member? Does the "Wiki UK  
> Limited" constitution allow for a "body" to join the board as a  
> constituted body (rather than a "real person")?
>
> Gordo
>
> --
>
> Gordon Joly
> [hidden email]
> http://www.joly.org.uk/
> Don't Leave Space To The Professionals!
>
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
> WMUK: http://uk.wikimedia.org
>

--
Jon Davies - Chief Executive Wikimedia UK.  07976 935 986
tweet @jonatreesdavies

Wikimedia UK is the operating name of Wiki UK Limited.
Wiki UK Ltd is a Company Limited by Guarantee registered in England  
and Wales, Registered No. 6741827. Registered Charity No.1144513
Registered Office 4th Floor, Development House,  56-64 Leonard Street,  
London EC2A 4LT. United Kingdom.
Telephone [phone].
Wikimedia UK is the UK chapter of the Wikimedia Foundation (who  
operate Wikipedia, amongst other projects). It is an independent  
non-profit organization with no legal control over Wikipedia nor  
responsibility for its contents.

Visit http://www.wikimedia.org.uk/ and @wikimediauk

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[jon.davies]

No - ways round this.

Quoting Gordon Joly <[hidden email]>:

>
>
> Looks like Directors have to be a "natural person". So that would  
> appear to preclude a WMF board member.
>
> Gordo
>
>
> **********************************************
>
>
>
>
> 14.1 A Director must be a natural person aged 16 years or older  
> except that a person aged under 18 may not be appointed a Director  
> if after their appointment a majority of Directors would be aged  
> under 18.
>
> 14.2 No one may be appointed a Director if he or she would be  
> disqualified from acting under the provisions of Article 18.1.
>
> 14.3 The number of Directors shall be not less than three but  
> (unless otherwise determined by ordinary resolution) shall not be  
> subject to any maximum.
>
> 14.4 The first Directors shall be those persons notified to  
> Companies House as the first directors of the charity.
>
> 14.5 A Director may not appoint an alternate director or anyone to  
> act on his or her behalf at meetings of the Directors.
>
> --
>
> Gordon Joly
> [hidden email]
> http://www.joly.org.uk/
> Don't Leave Space To The Professionals!
>
>

--
Jon Davies - Chief Executive Wikimedia UK.  07976 935 986
tweet @jonatreesdavies

Wikimedia UK is the operating name of Wiki UK Limited.
Wiki UK Ltd is a Company Limited by Guarantee registered in England  
and Wales, Registered No. 6741827. Registered Charity No.1144513
Registered Office 4th Floor, Development House,  56-64 Leonard Street,  
London EC2A 4LT. United Kingdom.
Telephone [phone].
Wikimedia UK is the UK chapter of the Wikimedia Foundation (who  
operate Wikipedia, amongst other projects). It is an independent  
non-profit organization with no legal control over Wikipedia nor  
responsibility for its contents.

Visit http://www.wikimedia.org.uk/ and @wikimediauk

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[Gordon Joly]

Another fudge?


Gordo

On 01/03/2012 09:02, Jon Davies wrote:

> No - ways round this.
>
> Quoting Gordon Joly <[hidden email]>:
>
>>
>>
>> Looks like Directors have to be a "natural person". So that would
>> appear to preclude a WMF board member.
>>
>> Gordo
>>
>>
>> **********************************************
>>
>>
>>
>>
>> 14.1 A Director must be a natural person aged 16 years or older
>> except that a person aged under 18 may not be appointed a Director if
>> after their appointment a majority of Directors would be aged under 18.
>>
>> 14.2 No one may be appointed a Director if he or she would be
>> disqualified from acting under the provisions of Article 18.1.
>>
>> 14.3 The number of Directors shall be not less than three but (unless
>> otherwise determined by ordinary resolution) shall not be subject to
>> any maximum.
>>
>> 14.4 The first Directors shall be those persons notified to Companies
>> House as the first directors of the charity.
>>
>> 14.5 A Director may not appoint an alternate director or anyone to
>> act on his or her behalf at meetings of the Directors.
>>
>> --
>>
>> Gordon Joly
>> [hidden email]
>> http://www.joly.org.uk/
>> Don't Leave Space To The Professionals!
>>
>>
>
>
>

--

Gordon Joly
[hidden email]
http://www.joly.org.uk/
Don't Leave Space To The Professionals!


_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
WMUK: http://uk.wikimedia.org

[jon.davies]

No Charity Commission guidelines and the  revision of Charity law  
following the Companies Act which was I think the longest piece of  
legislation in Parliamentary history.  I could look up my lecture  
notes but not a huge issue believe me.
Quoting Gordon Joly <[hidden email]>:

>
> Another fudge?
>
>
> Gordo
>
> On 01/03/2012 09:02, Jon Davies wrote:
>> No - ways round this.
>>
>> Quoting Gordon Joly <[hidden email]>:
>>
>>>
>>>
>>> Looks like Directors have to be a "natural person". So that would  
>>> appear to preclude a WMF board member.
>>>
>>> Gordo
>>>
>>>
>>> **********************************************
>>>
>>>
>>>
>>>
>>> 14.1 A Director must be a natural person aged 16 years or older  
>>> except that a person aged under 18 may not be appointed a Director  
>>> if after their appointment a majority of Directors would be aged  
>>> under 18.
>>>
>>> 14.2 No one may be appointed a Director if he or she would be  
>>> disqualified from acting under the provisions of Article 18.1.
>>>
>>> 14.3 The number of Directors shall be not less than three but  
>>> (unless otherwise determined by ordinary resolution) shall not be  
>>> subject to any maximum.
>>>
>>> 14.4 The first Directors shall be those persons notified to  
>>> Companies House as the first directors of the charity.
>>>
>>> 14.5 A Director may not appoint an alternate director or anyone to  
>>> act on his or her behalf at meetings of the Directors.
>>>
>>> --
>>>
>>> Gordon Joly
>>> [hidden email]
>>> http://www.joly.org.uk/
>>> Don't Leave Space To The Professionals!
>>>
>>>
>>
>>
>>
>
>
> --
>
> Gordon Joly
> [hidden email]
> http://www.joly.org.uk/
> Don't Leave Space To The Professionals!
>
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
> WMUK: http://uk.wikimedia.org
>

--
Jon Davies - Chief Executive Wikimedia UK.  07976 935 986
tweet @jonatreesdavies

Wikimedia UK is the operating name of Wiki UK Limited.
Wiki UK Ltd is a Company Limited by Guarantee registered in England  
and Wales, Registered No. 6741827. Registered Charity No.1144513
Registered Office 4th Floor, Development House,  56-64 Leonard Street,  
London EC2A 4LT. United Kingdom.
Telephone [phone].
Wikimedia UK is the UK chapter of the Wikimedia Foundation (who  
operate Wikipedia, amongst other projects). It is an independent  
non-profit organization with no legal control over Wikipedia nor  
responsibility for its contents.

Visit http://www.wikimedia.org.uk/ and @wikimediauk

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[Chris Keating-2]

Were this to happen, we'd have to amend the by-laws one way or another. Tom (iirc) pointed out that anyone so appointed would need to be a trustee first and foremost, which is correct, as is the analogy with the Foundation board chapter-selected seats.

But actually I think it's unlikely this issue will arise.

On Thursday, March 1, 2012, Gordon Joly <[hidden email]> wrote:
>
> Another fudge?
>
>
> Gordo
>
> On 01/03/2012 09:02, Jon Davies wrote:
>>
>> No - ways round this.
>>
>> Quoting Gordon Joly <[hidden email]>:
>>
>>>
>>>
>>> Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.
>>>
>>> Gordo
>>>
>>>
>>> **********************************************
>>>
>>>
>>>
>>>
>>> 14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
>>>
>>> 14.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 18.1.
>>>
>>> 14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
>>>
>>> 14.4 The first Directors shall be those persons notified to Companies House as the first directors of the charity.
>>>
>>> 14.5 A Director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the Directors.
>>>
>>> --
>>>
>>> Gordon Joly
>>> [hidden email]
>>> http://www.joly.org.uk/
>>> Don't Leave Space To The Professionals!

>>>
>>>
>>
>>
>>
>
>
> --
>
> Gordon Joly
> [hidden email]

> http://www.joly.org.uk/
> Don't Leave Space To The Professionals!
>
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
> WMUK: http://uk.wikimedia.org
>
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[Fae-6]

With regard to the WMF having a "seat" on the board, they are already
welcome to sit on every board meeting and say whatever they want to
the board members. Yes WMF, please continue to come and join our
meetings and add some great perspective and value. Sue Gardner and
Ting Chen have sat in and contributed to board meetings over the last
year and we all felt this was useful for building honest and
productive relationships.

Personally I would *firmly be opposed* to giving a Foundation
representative any voting rights, regardless of wrinkles in UK Charity
Commission guidance or possible "fudges". If someone could provide a
rationale that our members would find convincing as to why the
Foundation would need special powers, this would be interesting to
read. WMUK is currently considering how Fellows and Associates would
work in practice and I am hopeful that such groups could provide a
strong alternative voice for our community if a current board were in
some way losing perspective; certainly such groups form from our local
community should be given at least as strong a voice as the
Foundation.

WMUK has truly open board meetings, remember that *you* are personally
welcome to sit in or give a presentation on any matter you feel needs
more attention from the board, just give us some notice that you want
to come along and a couple of week's notice if you would like to
introduce an item on the agenda. This offer is not limited to members.

For locations and times, see <http://uk.wikimedia.org/wiki/Board_meetings>

Thanks,
Fae
--
http://enwp.org/user_talk:fae

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[Thomas Dalton]

On Mar 1, 2012 9:25 AM, "Chris Keating" <[hidden email]> wrote:
>
> Were this to happen, we'd have to amend the by-laws one way or another. Tom (iirc) pointed out that anyone so appointed would need to be a trustee first and foremost, which is correct, as is the analogy with the Foundation board chapter-selected seats.
>
> But actually I think it's unlikely this issue will arise.

I didn't actually say anything about a WMF rep having the same legal duties of any trustee. It is true, but I'm sure Sue already knows it so it doesn't need to be said.

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[Thomas Dalton]

On Mar 1, 2012 8:58 AM, "Gordon Joly" <[hidden email]> wrote:
>
>
> Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.

Yes, it would need to be a representative selected by the WMF, not the WMF itself.

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[Gordon Joly]

On 01/03/2012 09:25, Chris Keating wrote:
> Were this to happen, we'd have to amend the by-laws one way or
> another. Tom (iirc) pointed out that anyone so appointed would need to
> be a trustee first and foremost, which is correct, as is the analogy
> with the Foundation board chapter-selected seats.
>
> But actually I think it's unlikely this issue will arise.
Which issue? The fudge or the chocolate sauce?

Gordo


--

Gordon Joly
[hidden email]
http://www.joly.org.uk/
Don't Leave Space To The Professionals!


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[Chris Keating-2]

On Thu, Mar 1, 2012 at 12:29 PM, Gordon Joly <[hidden email]> wrote:

On 01/03/2012 09:25, Chris Keating wrote:

Were this to happen, we'd have to amend the by-laws one way or another. Tom (iirc) pointed out that anyone so appointed would need to be a trustee first and foremost, which is correct, as is the analogy with the Foundation board chapter-selected seats.

But actually I think it's unlikely this issue will arise.

Which issue? The fudge or the chocolate sauce?

Yes.

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[Gordon Joly]

On 01/03/2012 11:18, Thomas Dalton wrote:

On Mar 1, 2012 8:58 AM, "Gordon Joly" <[hidden email]> wrote:
>
>
> Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.

Yes, it would need to be a representative selected by the WMF, not the WMF itself.

Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.

The dissonance between the USA (such as 501(c)3 - not for profit) and the UK (registered charity, etc) is the issue (again!).

http://wikimediafoundation.org/wiki/Wikimedia:About

http://en.wikipedia.org/wiki/501(c)_organization

http://wikimediafoundation.org/wiki/Deductibility_of_donations

Interesting to note that Canadian donors will only get the tax benefits from their US taxable income.

Gordo




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[Chris Keating-2]

Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.

As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required? 

In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.

Chris

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[Thomas Dalton]

On Mar 1, 2012 1:18 PM, "Chris Keating" <[hidden email]> wrote:
>>>
>>> Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.
>
>
> As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required? 
>
> In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.

It might be worth making clear to Sue that it would be a decision for the members, not the board. Therefore, the board can't really say how the chapter would respond to such a request from the WMF.

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[Gordon Joly]

On 01/03/2012 13:18, Chris Keating wrote:

Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.

As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required? 

In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.

Chris

Feelings? I am with Fae on this one (I am a member of WMUK, AFAIK, BTW).

Gordo




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[HJ Mitchell]

Putting aside the disagreements we have with the WMF, WMUK and the WMF share mutual objectives so I think it would be a good thing to have some sort of formal liaison between WMUK and the WMF (and vice versa) so that each can better understand the other. I have no strong opinion on whether that person should have a seat on the WMUK board.

Harry  

---

From: Gordon Joly <[hidden email]>
To: [hidden email]
Sent: Thursday, 1 March 2012, 14:35
Subject: Re: [Wikimediauk-l] Fundraising debate (again)

On 01/03/2012 13:18, Chris Keating wrote:

Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.

As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required? 

In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.

Chris

Feelings? I am with Fae on this one (I am a member of WMUK, AFAIK, BTW).

Gordo

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