Minutes of yesterday's Board meeting

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Minutes of yesterday's Board meeting

Andrew Turvey
Please find below the draft minutes of yesterday's Board meeting. If you have any questions, comments or corrections please post to the talk page on the wiki at http://uk.wikimedia.org/wiki/Meetings/Talk:2009-05-05 or reply to this email.

Regards,

Andrew Turvey
Secretary, Wikimedia UK

Wikimedia UK Board meeting

Tuesday 5th May 2009, 8:30pm BST at #wikimedia-uk-board


Present: Paul Williams (PW) (Chair); Andrew Turvey (AT) (Minutes); Tom Holden (TH); Steve Virgin (SV); Joseph Seddon (JS) (part)

Apologies: Mike Peel, Zeyi He; Joseph Seddon for late arrival


It was agreed PW would chair in the absence of MP.


1. Minutes of the previous meetings

a. Pre-AGM


Minutes were approved unchanged


JS joined the meeting


a. Post-AGM


Minutes were approved with minor changes. The following actions were carried forward:


JS to send a token of our appreciation to the retiring Directors and tellers; JS Agreed to add the external speakers to this list. AT will email the contact details of the speakers to all board members


ACTION: JS, AT


AT has filed completed all filings with Companies House except for SV's appointment; AT & SV will arrange to do this after the meeting.


ACTION: AT; SV


PW completed the newsletter and distributed to subscribers and WMUK-L


TH has applied for online backing for MP, AT but it hasn't been completed yet. TH to contact the bank to notify them of the new directors and to change the signatories to any two of MP, AT and TH


ACTION: TH


AT has revised the wiki user rights as agreed. No news from MP on forming a private wiki for sharing documents.


ACTION: MP


PW reported back on the current owners of the IRC channels #wikimedia-uk, #wikimedia-uk-board and #wikimedia-uk-board-private; PW will arrange for all Board members to be made “founders” or, if this is not possible, “operators”


ACTION: PW


It was agreed that the owner of the WikimediaUK-L email list be set to the OTRS account so that board members' inboxes are not put under more pressure. Board members are to be given access to the OTRS account.


ACTION: AT


The wikimedia.org.uk addresses have lapsed; AT to follow up taking ownership and re-assigning the email addresses.


ACTION: AT


JS has been unable to get access to the Internal-L email list for himself. It was agreed to keep with the five current nominees; they agreed to participate in all relevant discussions and to forward to [hidden email] any items that JS and ZH should be made aware of.


The AGM press release was prepared but not sent out as it was overtaken by the Register story on the HMRC response. The AGM was also covered in the Newsletter. Agreed to let this action fall now.


AT has sent round a draft email to the WMF asking them for permission to use trademarks. However, since the last meeting, the WMF has issued a draft of a new standard Chapter Agreement. This will be discussed later in the meeting.


AT has drafted an application to LawWorks and TH had obtained a rough estimate on how much it would cost to get legal advice. These will be discussed later in the meeting.


c. AGM


These minutes were approved.


2. HMRC response


a. Media


The rejection of our charity application was picked up by the Register who used the occasion to write an article criticising Wikipedia. We issued a statement in response to Wikinews. A news story was drafted for Wikinews but was rejected as being “not notable”. Although there had been some negative comment on the WikimediaUK-L list, the general feeling was that the reputation of the Board among Wikimedia UK supporters had not been significantly affected. It was agreed that it would be better in the future if news like this was shared with the Board first, so that a common position could be agreed, and then promptly shared with supporters.


b. Legal


TH had obtained a rough estimate on how much it would cost to get legal advice. This ranged from £600 to £4,000 – going directly to a barrister would cost around £2,000 plus VAT (£2,300). It was discussed whether we should obtain advice before or after responding to HMRC. It was agreed that we would send the response on 18th May and do what we can in the meantime to obtain advice – including approaching the Foundation for funding and applying to LawWorks.


c. Response to HMRC


AT has discussed the matter with the officer at HMRC who had decided the case. The officer explained that this decision does not fall within the formal appeals process as there was not direct tax implication to the decision. If we submitted a reclaim form and it was rejected we would then be able to make a formal appeal. HMRC also has powers to refer complex charity cases to the Commission and the officer agreed that if we replied to him he could refer the case to them.


TH has obtained a letter which a barrister friend has drafted setting out the legal arguments for why we think we are a charity. It was agreed to use this letter as a basis for a response, incorporating in addition details clarifying what the Wikimedia Foundation and Wikimedia UK do, and the experience of icommons in getting charity recognition.


TH agreed to post the letter on the wiki and Board members will propose their amendments on that page fro discussion between now and 18th.


ACTION: TH; All


3. Treasurer's Report


TH reported that the bank balance was currently £397.70 but it is waiting for expenses cheques to be cashed. We had received one membership subscription by bank transfer but the application form hadn't been received yet. TH is following up. Otherwise, no membership applications had been received.


ACTION: TH


The formal Resolution (see http://uk.wikimedia.org/wiki/Meetings/2009-05-05/Resolution) making MP, AT and TH bank account signatories was passed.


4. Secretary's Report


AT has received a letter from a pressure group asking for their point of view to be reflected in the Wikipedia articles on their area of interest. It was agreed the Secretary should respond and should say (a) We do not own Wikipedia or control its content – that's the Foundation but (b) to offer assistance in editing Wikipedia. AT agreed to phone them to follow up. There was no other correspondence.


ACTION: AT


5. Draft new Chapter Agreement


The WMF has issued a draft of a new Chapter Agreement. With their permission this has been published on the wiki and a notice sent to the WMUK-L email list to get input from supporters.


The meeting went in camera; further discussions and actions are noted in the private minutes.


6. Phorm


It was agreed that Wikimedia UK would opt out of Phorm, using a statement similar to the ones used by the WMF and other chapters.


ACTION: AT


7. Next meeting


The next meeting was arranged for Tuesday 12th May, 8:30pm BST in #wikimedia-uk-board.


Meeting closed at 10:38pm.


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Re: Minutes of yesterday's Board meeting

Katie Chan
You might want to update http://uk.wikimedia.org/wiki/Main_Page while
you're there next time. ;-)

KTC

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Re: Minutes of yesterday's Board meeting

rupert THURNER-2
In reply to this post by Andrew Turvey
On May 6, 11:35 pm, Andrew Turvey <[hidden email]>
wrote:

> 2. HMRC response
>
> a. Media
>
> The rejection of our charity application was picked up by the Register who used the occasion to write an article criticising Wikipedia. We issued a statement in response to Wikinews. A news story was drafted for Wikinews but was rejected as being “not notable”. Although there had been some negative comment on the WikimediaUK-L list, the general feeling was that the reputation of the Board among Wikimedia UK supporters had not been significantly affected. It was agreed that it would be better in the future if news like this was shared with the Board first, so that a common position could be agreed, and then promptly shared with supporters.
>
> b. Legal
>
> TH had obtained a rough estimate on how much it would cost to get legal advice. This ranged from £600 to £4,000 – going directly to a barrister would cost around £2,000 plus VAT (£2,300). It was discussed whether we should obtain advice before or after responding to HMRC. It was agreed that we would send the response on 18 th May and do what we can in the meantime to obtain advice – including approaching the Foundation for funding and applying to LawWorks.
>
> c. Response to HMRC
>
> AT has discussed the matter with the officer at HMRC who had decided the case. The officer explained that this decision does not fall within the formal appeals process as there was not direct tax implication to the decision. If we submitted a reclaim form and it was rejected we would then be able to make a formal appeal. HMRC also has powers to refer complex charity cases to the Commission and the officer agreed that if we replied to him he could refer the case to them.
>
> TH has obtained a letter which a barrister friend has drafted setting out the legal arguments for why we think we are a charity. It was agreed to use this letter as a basis for a response, incorporating in addition details clarifying what the Wikimedia Foundation and Wikimedia UK do, and the experience of icommons in getting charity recognition.
>
> TH agreed to post the letter on the wiki and Board members will propose their amendments on that page fro discussion between now and 18 th .
>
> ACTION: TH; All

would it be possible to slightly adjust your "bylaws" and add
education as most other wikimedia chapters do?

rupert.


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Re: Minutes of yesterday's Board meeting

Thomas Dalton
2009/5/10 rupert.thurner <[hidden email]>:
> would it be possible to slightly adjust your "bylaws" and add
> education as most other wikimedia chapters do?

Adding something won't help at all. The objects have to be *entirely*
charitable. If there are parts that currently aren't charitable, they
need to be removed. Adding more things that are charitable won't make
any difference.

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Re: Minutes of yesterday's Board meeting

Gordon Joly
At 20:20 +0100 10/5/09, Thomas Dalton wrote:
>2009/5/10 rupert.thurner <[hidden email]>:
>>  would it be possible to slightly adjust your "bylaws" and add
>>  education as most other wikimedia chapters do?
>
>Adding something won't help at all. The objects have to be *entirely*
>charitable. If there are parts that currently aren't charitable, they
>need to be removed. Adding more things that are charitable won't make
>any difference.
>

So... the WMUK 2.0 objects were formulated to enable a registered
charity to be formed, constrained by the relationship with
Foundation, and of course UK company law (since a decision was made
to form a company - not all registered charities are companies).

I am surprised that education is missing. I must admit that I thought
the application was for an "educational charity".

Gordo

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Re: Minutes of yesterday's Board meeting

Thomas Dalton
In reply to this post by Thomas Dalton
2009/5/11 Gordon Joly <[hidden email]>:
> So... the WMUK 2.0 objects were formulated to enable a registered
> charity to be formed, constrained by the relationship with
> Foundation, and of course UK company law (since a decision was made
> to form a company - not all registered charities are companies).
>
> I am surprised that education is missing. I must admit that I thought
> the application was for an "educational charity".

Education isn't missing. Most of the objects fall under the category
of "furthering education" (a few are heritage related). You can't just
put "Education" as an object, you need to be specific.

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Re: Minutes of yesterday's Board meeting

Andrew Turvey
In reply to this post by Andrew Turvey
----- Original Message -----
From: "rupert.thurner" <[hidden email]>
To: [hidden email]
Sent: Sunday, 10 May, 2009 20:12:30 GMT +00:00 GMT Britain, Ireland, Portugal
Subject: Re: [Wikimediauk-l] Minutes of yesterday's Board meeting

>> would it be possible to slightly adjust your "bylaws" and add
>> education as most other wikimedia chapters do?

When the by-laws were written we talked about "educational content". This was our attempt to marry the charitable aim of "promoting education" with the Mission of the Wikimedia Foundation stated at http://meta.wikimedia.org/wiki/Mission. Our correspondence made clear and repeated reference to "promoting education" so they were in no doubt how our Object links into the law on charitable activities.

Adjusting the bylaws would be a long process. We would need to call a general meeting of members, and get 75% approval for the change. We would also need the Foundation to approve the change which could take months.

The tax authorities' objection was not based on the wording of our Articles - their interpretation of the law was that producing an encyclopedia did not count as "promoting education" under UK law. We're contesting that interpretation - see http://uk.wikimedia.org/wiki/Submission_to_HMRC for the draft of the response we are writing.

If we fail in this appeal one route we could go down is to revise the objects but our immediate response is to ask the matter to be referred to the Charity Commission who are more familiar with the law in this area.

Regards,

Andrew

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Re: Minutes of yesterday's Board meeting

Michael Bimmler
On Mon, May 11, 2009 at 3:45 PM, Andrew Turvey
<[hidden email]> wrote:
> We would
> also need the Foundation to approve the change which could take months.

Hmm...? If I remember correctly, Chapters Committee has always been
very informal about this IF a chapter even notifies us of a bylaws
change. As a matter of fact, we hardly ever receive notifications of
bylaws changes (certainly none for not-mission/object-related changes)
and if we do, we generally look at it and if we're fine, we just
communicate it that way.

Read: There is no affirmative resolution needed by ChapCom, which
speeds up the process extremely.

Of course, if we received note (by the chapter or a 3rd party) of an
absolutely objectionable bylaws change, eg. change of the charity's
object to something unconnected to free knowledge, we might pass a
resolution recommending derecognition by the board.

Michael

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Re: Minutes of yesterday's Board meeting

Andrew Turvey
Sorry you're right - we only have to advise the Foundation of a change:

http://uk.wikimedia.org/wiki/Chapter_Agreement#Bylaws

Must be misremembering!

----- Original Message -----
From: "Michael Bimmler" <[hidden email]>
To: [hidden email]
Sent: Monday, 11 May, 2009 23:49:42 GMT +00:00 GMT Britain, Ireland, Portugal
Subject: Re: [Wikimediauk-l] Minutes of yesterday's Board meeting

On Mon, May 11, 2009 at 3:45 PM, Andrew Turvey
<[hidden email]> wrote:
> We would
> also need the Foundation to approve the change which could take months.

Hmm...? If I remember correctly, Chapters Committee has always been
very informal about this IF a chapter even notifies us of a bylaws
change. As a matter of fact, we hardly ever receive notifications of
bylaws changes (certainly none for not-mission/object-related changes)
and if we do, we generally look at it and if we're fine, we just
communicate it that way.

Read: There is no affirmative resolution needed by ChapCom, which
speeds up the process extremely.

Of course, if we received note (by the chapter or a 3rd party) of an
absolutely objectionable bylaws change, eg. change of the charity's
object to something unconnected to free knowledge, we might pass a
resolution recommending derecognition by the board.

Michael

--
Michael Bimmler
[hidden email]

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Wikimedia's Ireland email list

Cary Bass-4
Hey all,

In case anyone was subscribed here from across the Irish Sea, or have
any interest in Wikimedia events and happenings in Ireland; we have
started a mailing list for Wikimedians in Ireland.

The intent of the list is to coordinate Ireland related activities, such
as meetups, organizational efforts (such as Museum or National Archive
partnerships) and anything else. The list is open to anyone living in
Ireland or interested in activities in Ireland. Subscription is
available at <https://lists.wikimedia.org/mailman/listinfo/wikimediaie>.

Cary Bass

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