Resignation

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Resignation

Arkady Rose
I hereby give notice of my resignation as both Secretary and as a
Director of Wiki Educational Resources Ltd, effective immediately. I
have come to this decision following much long thought and discussion
with David.

My appointment to Director was only ever supposed to be a temporary
matter as acting Treasurer until such time as someone with competence
and experience could properly fill that role, and was not expected to
continue in that role beyond the AGM in September 2007. I neither
anticipated nor, indeed, desired to take on the role of Secretary which
was basically forced upon me upon the resignation of James. It is a role
for which I have neither the experience nor the competence for.

My position as unwilling Secretary has been a source of major stress to
me and thus it is for reasons of ill health that I must resign.  All
outstanding paperwork with regards to changes of directorship -
including notification of my resignation - will be sent off to Companies
House tomorrow and all other paperwork regarding WMUK will be sent to
you, Alison, by Recorded Delivery.

Yours sincerely,

Arkady Rose

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Re: Resignation of Arkady Rose

Alison M. Wheeler
On Thu, August 28, 2008 12:25, Arkady Rose wrote:
> I hereby give notice of my resignation as both Secretary and as a
> Director of Wiki Educational Resources Ltd, effective immediately.

Arkady, may I thank you for all you have done for Wiki Educational
Resources Ltd since you got involved with the organisation, and I fully
accept and understand your reasons for declining to continue.

As I had previously noted I was not planning on remaining a Director post
the AGM and this change in your status now, rather than at the AGM when
you had indicated to the Board that you also would not seek re-election,
means that I must consider carefully what is in the best interests of both
Wiki Educational Resources Ltd and of the future operations of Wikmedia
UK.

Since WMUK was founded we have had one problem after another, some with
respect to the relationship with WMF, some with the closer to home UK
banking system that insists on basing judgements about a Corporation on
the personal details of the members of its Board. One delayed us a year,
the other all the way until now and with no immediate sight of a
resolution.

To date, Wiki Educational Resources Ltd has received little external
monies and these have been paid towards the expenses incurred in setting
up the Company and carrying out its proper activities. Monies are still
owed to various individuals however the Company has no assets to cover
them and is, presently, unlikely to have a suitable income stream in the
near future to do so.

I have been considering for some time what the best option for the future
of WMUK is and, regrettably, I feel that Wiki Educational Resources Ltd,
being the present holder of a contract with Wikimedia Foundation Inc for
the use of the relevant trademarks, is not likely to be the best long-term
holder of that contract in the current situation.

As such, I am proposing with immediate effect that Wiki Educational
Resources Ltd be wound up in accordance with Article 8 of the Memorandum
of Association and an EGM will be called to that end. The contract with
the Wikimedia Foundation Inc will thus fall aside (it is not transferable)
and there are not other assets or benefits to distributed or passed on to
other organisations. For myself I am willing to forego repayment of the
outstanding expenses I have incurred on behalf of Wikimedia UK and Wiki
Educational Resources Ltd, and hope that others will do so to in order to
expedite the process.

Any applications received for membership are hereby declined. Thank you
for your interest.

Papers requesting that Wiki Educational Resources Ltd be struck off the
register of Companies will be filed with Companies House immediately after
the EGM calling for the dissolution of the Company.

Thank you all,

Alison Wheeler
for Wiki Educational Resources Ltd



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Re: Resignation of Arkady Rose

Gary Kirk
Sorry it has come to this.
Where does this leave the Oxford bid for Wikimania 2010?

On 8/28/08, Alison Wheeler <[hidden email]> wrote:

> On Thu, August 28, 2008 12:25, Arkady Rose wrote:
>> I hereby give notice of my resignation as both Secretary and as a
>> Director of Wiki Educational Resources Ltd, effective immediately.
>
> Arkady, may I thank you for all you have done for Wiki Educational
> Resources Ltd since you got involved with the organisation, and I fully
> accept and understand your reasons for declining to continue.
>
> As I had previously noted I was not planning on remaining a Director post
> the AGM and this change in your status now, rather than at the AGM when
> you had indicated to the Board that you also would not seek re-election,
> means that I must consider carefully what is in the best interests of both
> Wiki Educational Resources Ltd and of the future operations of Wikmedia
> UK.
>
> Since WMUK was founded we have had one problem after another, some with
> respect to the relationship with WMF, some with the closer to home UK
> banking system that insists on basing judgements about a Corporation on
> the personal details of the members of its Board. One delayed us a year,
> the other all the way until now and with no immediate sight of a
> resolution.
>
> To date, Wiki Educational Resources Ltd has received little external
> monies and these have been paid towards the expenses incurred in setting
> up the Company and carrying out its proper activities. Monies are still
> owed to various individuals however the Company has no assets to cover
> them and is, presently, unlikely to have a suitable income stream in the
> near future to do so.
>
> I have been considering for some time what the best option for the future
> of WMUK is and, regrettably, I feel that Wiki Educational Resources Ltd,
> being the present holder of a contract with Wikimedia Foundation Inc for
> the use of the relevant trademarks, is not likely to be the best long-term
> holder of that contract in the current situation.
>
> As such, I am proposing with immediate effect that Wiki Educational
> Resources Ltd be wound up in accordance with Article 8 of the Memorandum
> of Association and an EGM will be called to that end. The contract with
> the Wikimedia Foundation Inc will thus fall aside (it is not transferable)
> and there are not other assets or benefits to distributed or passed on to
> other organisations. For myself I am willing to forego repayment of the
> outstanding expenses I have incurred on behalf of Wikimedia UK and Wiki
> Educational Resources Ltd, and hope that others will do so to in order to
> expedite the process.
>
> Any applications received for membership are hereby declined. Thank you
> for your interest.
>
> Papers requesting that Wiki Educational Resources Ltd be struck off the
> register of Companies will be filed with Companies House immediately after
> the EGM calling for the dissolution of the Company.
>
> Thank you all,
>
> Alison Wheeler
> for Wiki Educational Resources Ltd
>
>
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://meta.wikimedia.org/wiki/Wikimedia_UK
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
>

--
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Gary Kirk

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Re: Dissolution of Wiki Educational Resources Ltd

Alison M. Wheeler
On Thu, August 28, 2008 13:35, Gary Kirk wrote:
> Sorry it has come to this.

Ditto. *Very* ditto :-(

> Where does this leave the Oxford bid for Wikimania 2010?

Same place it was beforehand, I guess. Wikimania is a self-organised group
of people arranging the con, in the first instance, and I see nothing
about this change in status which will affect that in the short term.

Alison


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Re: Resignation of Arkady Rose

geni
In reply to this post by Gary Kirk
2008/8/28 Gary Kirk <[hidden email]>:
> Sorry it has come to this.
> Where does this leave the Oxford bid for Wikimania 2010?

About the only formal difference is that it now talks directly to the
WMF to use wikimedia trademarks. Less formally it probably doesn't
look to good but at least the issue is now resolved and we can work
from a position of certainty.



--
geni

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Re: Resignation of Arkady Rose

Michael Bimmler
On Thu, Aug 28, 2008 at 2:51 PM, geni <[hidden email]> wrote:
> 2008/8/28 Gary Kirk <[hidden email]>:
>> Sorry it has come to this.
>> Where does this leave the Oxford bid for Wikimania 2010?
>
> About the only formal difference is that it now talks directly to the
> WMF to use wikimedia trademarks

As the Wikimania is in the end anyway an event of the Wikimedia
Foundation (acting both through a local team as well as its own staff
[Cary & Delphine usually]), this is really not an issue here...

Michael

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Re: Resignation of Arkady Rose

Tom Holden
Nonetheless UK charitable status would help keep our costs down for
the bid. Perhaps we should just register the bid as a charity, unless
people want to try and rush through the creation of a new WMUK...
Thomas? Joseph?

2008/8/28 Michael Bimmler <[hidden email]>:

> On Thu, Aug 28, 2008 at 2:51 PM, geni <[hidden email]> wrote:
>> 2008/8/28 Gary Kirk <[hidden email]>:
>>> Sorry it has come to this.
>>> Where does this leave the Oxford bid for Wikimania 2010?
>>
>> About the only formal difference is that it now talks directly to the
>> WMF to use wikimedia trademarks
>
> As the Wikimania is in the end anyway an event of the Wikimedia
> Foundation (acting both through a local team as well as its own staff
> [Cary & Delphine usually]), this is really not an issue here...
>
> Michael
>
> --
> Michael Bimmler
> [hidden email]
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://meta.wikimedia.org/wiki/Wikimedia_UK
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
>

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Re: Resignation of Arkady Rose

Gordon Joly
At 14:12 +0100 28/8/08, Tom Holden wrote:
>Nonetheless UK charitable status would help keep our costs down for
>the bid. Perhaps we should just register the bid as a charity, unless
>people want to try and rush through the creation of a new WMUK...
>Thomas? Joseph?


Yes, an idea is to create a charity with a single aim, but the
trouble is, what if the bid fails?

Gordon

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Re: Resignation of Arkady Rose

geni
In reply to this post by Tom Holden
2008/8/28 Tom Holden <[hidden email]>:
> Nonetheless UK charitable status would help keep our costs down for
> the bid. Perhaps we should just register the bid as a charity, unless
> people want to try and rush through the creation of a new WMUK...
> Thomas? Joseph?
>


I doubt there would be much difference in level of effort required to
create a charity for the bid compared to creating a new chapter. Next
london meetup already has 11 people signed up. may be able to push
that higher if you want to discuss forming a new chapter with people
actually in meat space.


--
geni

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Re: Resignation of Arkady Rose

Tom Holden
Well I'll be on a plane back from Scotland that afternoon so I won't be able
to make it, but save a spot on the board of WMUK 2.0 for me...

-----Original Message-----
From: [hidden email]
[mailto:[hidden email]] On Behalf Of geni
Sent: 28 August 2008 14:35
To: [hidden email]
Subject: Re: [Wikimediauk-l] Resignation of Arkady Rose

2008/8/28 Tom Holden <[hidden email]>:
> Nonetheless UK charitable status would help keep our costs down for
> the bid. Perhaps we should just register the bid as a charity, unless
> people want to try and rush through the creation of a new WMUK...
> Thomas? Joseph?
>


I doubt there would be much difference in level of effort required to
create a charity for the bid compared to creating a new chapter. Next
london meetup already has 11 people signed up. may be able to push
that higher if you want to discuss forming a new chapter with people
actually in meat space.


--
geni

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Re: Resignation of Arkady Rose

Thomas Dalton
In reply to this post by geni
2008/8/28 geni <[hidden email]>:

> 2008/8/28 Tom Holden <[hidden email]>:
>> Nonetheless UK charitable status would help keep our costs down for
>> the bid. Perhaps we should just register the bid as a charity, unless
>> people want to try and rush through the creation of a new WMUK...
>> Thomas? Joseph?
>>
>
>
> I doubt there would be much difference in level of effort required to
> create a charity for the bid compared to creating a new chapter. Next
> london meetup already has 11 people signed up. may be able to push
> that higher if you want to discuss forming a new chapter with people
> actually in meat space.

Some of the difficulties suffered with WMUK were due to in being
incorporated, which is very useful what we eventually wanted it to be,
but is more difficult to set up. A bid could be run through an
incorporated charity, I expect, which would be much quicker. It would
involve more liability to the trustees, though, along with other
issues (I haven't researched non-incorporated charities much, they
weren't relevant). I'll see if I can make it to the next London meetup
and we can discuss options (and report back here for the benefit of
those that can't make it).

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Re: Dissolution of Wiki Educational Resources Ltd

joseph seddon
In reply to this post by Alison M. Wheeler

Is there anyway of keeping this company alive?



> Date: Thu, 28 Aug 2008 13:38:49 +0100

> From: [hidden email]
> To: [hidden email]
> Subject: Re: [Wikimediauk-l] Dissolution of Wiki Educational Resources Ltd
>
> On Thu, August 28, 2008 13:35, Gary Kirk wrote:
> > Sorry it has come to this.
>
> Ditto. *Very* ditto :-(
>
> > Where does this leave the Oxford bid for Wikimania 2010?
>
> Same place it was beforehand, I guess. Wikimania is a self-organised group
> of people arranging the con, in the first instance, and I see nothing
> about this change in status which will affect that in the short term.
>
> Alison
>
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://meta.wikimedia.org/wiki/Wikimedia_UK
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l


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Re: Dissolution of Wiki Educational Resources Ltd

Thomas Dalton
2008/8/28 joseph seddon <[hidden email]>:
>
> Is there anyway of keeping this company alive?

Sure. Don't dissolve it, hold an AGM and hand over to a new board. I'm
sure Alison has her reasons for wanting to do it this way, but I
certainly don't know what they are.

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Re: Dissolution of Wiki Educational Resources Ltd

joseph seddon

If that is at all possible, it would be very helpful for the future of wikimedia uk




> Date: Thu, 28 Aug 2008 18:46:41 +0100

> From: [hidden email]
> To: [hidden email]
> Subject: Re: [Wikimediauk-l] Dissolution of Wiki Educational Resources Ltd
>
> 2008/8/28 joseph seddon <[hidden email]>:
> >
> > Is there anyway of keeping this company alive?
>
> Sure. Don't dissolve it, hold an AGM and hand over to a new board. I'm
> sure Alison has her reasons for wanting to do it this way, but I
> certainly don't know what they are.
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://meta.wikimedia.org/wiki/Wikimedia_UK
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l



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Re: Dissolution of Wiki Educational Resources Ltd

Katie Chan
In reply to this post by joseph seddon
As Michael Snow mentioned on foundation-l, given its history, it's
probably best to start afresh. To be honest, I think that would be
easiest as well.

I think it will do good if we make the upcoming London Meet containing a
formal discussion on the creation of a new chapter (assuming WERL
dissolution goes through), and precede immediately onwards with a
proposal to WMF subsequently.

As such, I have put down my name on planning to go to the Meet on wiki.

KTC

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Re: Dissolution of Wiki Educational Resources Ltd

Gordon Joly
In reply to this post by Thomas Dalton
At 18:46 +0100 28/8/08, Thomas Dalton wrote:
>2008/8/28 joseph seddon <[hidden email]>:
>>
>>  Is there anyway of keeping this company alive?
>
>Sure. Don't dissolve it, hold an AGM and hand over to a new board. I'm
>sure Alison has her reasons for wanting to do it this way, but I
>certainly don't know what they are.
>


Alison will speak for herself.

But may I repeat that a new company can take advantage of the
Charities Act 2006 which might help incorporation (e.g. becoming a
charity and company limited by guarantee at the same time).

Gordo

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not for profit org

Jennifer Gristock
In reply to this post by Tom Holden

There is an alternative to a Limited Company and a Charity in the UK
now. It is called a Not-for-Profit organisation, I think. Would be
simpler than a charity to set up.

Jenny


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Re: not for profit org

Alison M. Wheeler
On Fri, August 29, 2008 09:34, Jennifer Gristock wrote:
>
> There is an alternative to a Limited Company and a Charity in the UK
> now. It is called a Not-for-Profit organisation, I think. Would be
> simpler than a charity to set up.

At the risk of "statin' the bleeding obvious" but the standard way of
creating a "Not for profit" is as a Company Limited by Guarantee.

WER were not idiots. We knew what we were doing and how to do it. We just
had a credit scoring problem thanks to the UK banking system.

Alison


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Re: not for profit org

Ian A. Holton
Without wanting to hack around on topics that are now not really of interest anymore, but a "credit scoring problem" was never mentioned in relation to opening the bank account.
 
Ian

On Fri, Aug 29, 2008 at 5:21 PM, Alison Wheeler <[hidden email]> wrote:
On Fri, August 29, 2008 09:34, Jennifer Gristock wrote:
>
> There is an alternative to a Limited Company and a Charity in the UK
> now. It is called a Not-for-Profit organisation, I think. Would be
> simpler than a charity to set up.

At the risk of "statin' the bleeding obvious" but the standard way of
creating a "Not for profit" is as a Company Limited by Guarantee.

WER were not idiots. We knew what we were doing and how to do it. We just
had a credit scoring problem thanks to the UK banking system.

Alison


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Re: not for profit org

Gordon Joly
At 18:15 +0800 29/8/08, Ian A. Holton wrote:
>Without wanting to hack around on topics that are now not really of
>interest anymore, but a "credit scoring problem" was never mentioned
>in relation to opening the bank account.
>
>Ian
>

Indeed.

I thought one issue was that one of account holders was not UK
national. I guess that amounts to the same thing.

Gordo

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