Re Sunday's EGM

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Re Sunday's EGM

John Byrne-8
WSC said:
I can understand the need for wiggle room in the next few months in order to
achieve charitable status. But I would suggest following this up at the next
AGM with a resolution that restricted subsequent changes to a General
meeting.

WSC

There is no need for this. As explained on the EGM talk page, the "wriggle room" is, and under the Companies Act only can be, just for this one occasion and covering only "such minor amendments to this Article as the Charity Commission may require for the purposes of registering Wiki UK Ltd as a charity".  It has no ongoing effect. Furthermore the Companies Act does not allow any company to alter its constitution other than by a Special Resolution passed at a General Meeting or in written form.

To use the inevitable "blank cheque" metaphor, Sunday's resolution is a cheque that has an "up to" figure rather than being blank, and is a single cheque, not a chequebook.

In fact, as we had hoped, during the compulsory notice period for the Meeting we have received verbal agreement from the CC that the exact form of the clauses set out in the resolution will be ok with them, assuming their decision is to give us registered charity status.  So no "minor changes" will be needed.  But, again because of the Companies Act, we cannot change the text of the resolution to remove the "minor changes" bit.  But once we are registered, which should certainly be before the next AGM, the "minor changes" power has lapsed, and in any case any different changes to the constitution (other articles for example) are not covered by it at any time.

I'll copy this exchange to the WMUK EGM talk page.

John/Johnbod


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