Thanks to James and let's incorporate soon

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Thanks to James and let's incorporate soon

Jon-29
Thank you to James for posting revised MoA and AoA. It's Table C that refers to companies limited by guarantee and without a share capital - however let's see what it says before making that change.
 
Once James has got a final legal review of the MoA and AoA and we've had an opportunity to find the deliberate typo he added (or did not add) to see if we're looking, we can sign things. Hurray!
 
James - I can pop round, or invite you round, or meet you halfway for whenever's convenient. I'm sure at least one other can so that we have at least 3 members/directors to incorporate with. If we can't get the others straightaway, we can co-opt them as soon as we're incorporated - then we can get things moving towards applying to the Charities Commission. I see no need for another meeting to agree what we've already agreed - let's use the next meeting to progress the project further.
 
I'll be looking for suitable banks and preparing a (guessed) draft start-up budget to help.
 
Let's get this baby born and on the road!
 
Jon


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Re: Thanks to James and let's incorporate soon

Alison (VampWillow)
Hi all,

> I'm sure at least one other can so that we have
> at least 3 members/directors to incorporate with. If we can't get the
> others straightaway, we can co-opt them as soon as we're incorporated -
> then we can get things moving towards applying to the Charities
> Commission. I see no need for another meeting to agree what we've
> already agreed - let's use the next meeting to progress the project
> further.

This is a non-caffeine-fueled "NO NO NO!" I'm afraid. Ideally we want
*everyone* who is going to be formally active for Wikimedia UK to have
completed their space on the forms and to have signed the last sheet of
the AoA and MoA (everyone doesn't have to sign at the same time) before
the forms are submitted to Companies House.

Otherwise ...

We have to wait for the paperwork to return from the incorporation, then
the directors who *are* named have to meet and have a minuted meeting
which does such things as are needed at a first meeting and *that meeting*
can appoint new directors (which are then submitted on the appropriate
paperwork or web page to CH), so that we end up with a *longer* delay
until everyone is 'on board' in the formal sense. Only the
legally-recognised "legal person" that will be the registered company can
do this.

There is also the further aspect that the more names on an AoA/MoA the
more peole will accept it as a "serious" business and treat it as such. It
will be to our benefit in the longer run therefore. We might also get
questions as to why people who were added to the management team in week
one weren't on the founding paperwork (ie. were we/they trying to hide
something?)

Alison

> Let's get this baby born and on the road!

The thing about creating something that has a legal existence whcih is
separate to those of the people who create it (unlike a baby for the first
16 years) is that a company controls its own  life from day 1. Getting
things right before day 1 is therefore a *very good thing* :-)
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Re: Thanks to James and let's incorporate soon

VampWillow
In reply to this post by Jon-29

Hi all,

> I'm sure at least one other can so that we have
> at least 3 members/directors to incorporate with. If we can't get the
> others straightaway, we can co-opt them as soon as we're incorporated -
> then we can get things moving towards applying to the Charities
> Commission. I see no need for another meeting to agree what we've
> already agreed - let's use the next meeting to progress the project
> further.

This is a non-caffeine-fueled "NO NO NO!" I'm afraid. Ideally we want
*everyone* who is going to be formally active for Wikimedia UK to have
completed their space on the forms and to have signed the last sheet of
the AoA and MoA (everyone doesn't have to sign at the same time) before
the forms are submitted to Companies House.

Otherwise ...

We have to wait for the paperwork to return from the incorporation, then
the directors who *are* named have to meet and have a minuted meeting
which does such things as are needed at a first meeting and *that meeting*
can appoint new directors (which are then submitted on the appropriate
paperwork or web page to CH), so that we end up with a *longer* delay
until everyone is 'on board' in the formal sense. Only the
legally-recognised "legal person" that will be the registered company can
do this.

There is also the further aspect that the more names on an AoA/MoA the
more peole will accept it as a "serious" business and treat it as such. It
will be to our benefit in the longer run therefore. We might also get
questions as to why people who were added to the management team in week
one weren't on the founding paperwork (ie. were we/they trying to hide
something?)

Alison

> Let's get this baby born and on the road!

The thing about creating something that has a legal existence whcih is
separate to those of the people who create it (unlike a baby for the first
16 years) is that a company controls its own  life from day 1. Getting
things right before day 1 is therefore a *very good thing* :-)

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Re: Thanks to James and let's incorporate soon

Jon-29


VampWillow <[hidden email]> wrote:

Hi all,

> I'm sure at least one other can so that we have
> at least 3 members/directors to incorporate with. If we can't get the
> others straightaway, we can co-opt them as soon as we're incorporated -
> then we can get things moving towards applying to the Charities
> Commission. I see no need for another meeting to agree what we've
> already agreed - let's use the next meeting to progress the project
> further.

This is a non-caffeine-fueled "NO NO NO!" I'm afraid. Ideally we want
*everyone* who is going to be formally active for Wikimedia UK to have
completed their space on the forms and to have signed the last sheet of
the AoA and MoA (everyone doesn't have to sign at the same time) before
the forms are submitted to Companies House.

Otherwise ...

We have to wait for the paperwork to return from the incorporation, then
the directors who *are* named have to meet and have a minuted meeting
which does such things as are needed at a first meeting and *that meeting*
can appoint new directors (which are then submitted on the appropriate
paperwork or web page to CH), so that we end up with a *longer* delay
until everyone is 'on board' in the formal sense. Only the
legally-recognised "legal person" that will be the registered company can
do this.
Jon's new comment: Yes, ideally we would. My point is that there is no need to delay if we can only get 4 or 5 of us, say, to sign in the near future - this can easily be rectified at the first meeting (which can only be held once we've been issued with a Certificate of Incorporation in any case). Minuting a decision of the directors is no big deal (it's one sentence) and new directors become directors immediately (ie they do NOT need to wait until the form has been submitted to Companies House to become directors formally). In short, if the 6 of us taking on the initial director roles can't get to sign the founding document quickly, there's no need to let that to be a reason to delay incorporation. As noted above, ideally we'll all be around to sign the relevant paperwork anyway.

There is also the further aspect that the more names on an AoA/MoA the
more peole will accept it as a "serious" business and treat it as such. It
will be to our benefit in the longer run therefore. We might also get
questions as to why people who were added to the management team in week
one weren't on the founding paperwork (ie. were we/they trying to hide
something?)
Jon's new comment: I can't see this happening (and I've never heard it mentioned before). A very large proportion of companies are "off the shelf" anyway and all these are taken seriously. On the last point, I think that can be easily explained (not that we'd need to explain it). The real point of my post is that we can (once we've had a final legal review) go ahead quickly now so we can start progressing towards an application to the Charity Commission.

Alison

> Let's get this baby born and on the road!

The thing about creating something that has a legal existence whcih is
separate to those of the people who create it (unlike a baby for the first
16 years) is that a company controls its own life from day 1. Getting
things right before day 1 is therefore a *very good thing* :-)
Jon's new comment: Absolutely.

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Re: Thanks to James and let's incorporate soon

Florence Devouard-3
In reply to this post by Jon-29
Hello,

I have a stupid question...

Are you planning to have the bylaws visible by the WMF before creating
the association ? If so, where can we see them ?

Actually... I will go further, is the association planning to be part of
Wikimedia chapters or is it fully an independant association ?

If a chapter, I think the Foundation should be not only informed on the
bylawys, but should also approve them. If it is an independant
association, likely not. But if so, we'll have to do a formal review to
see whether you may use names or logos.

What is planned about that ? Just asking because I heard very little of it.

Ant

Jon wrote:

> Thank you to James for posting revised MoA and AoA. It's Table C that
> refers to companies limited by guarantee and without a share capital -
> however let's see what it says before making that change.
>  
> Once James has got a final legal review of the MoA and AoA and we've had
> an opportunity to find the deliberate typo he added (or did not add) to
> see if we're looking, we can sign things. Hurray!
>  
> James - I can pop round, or invite you round, or meet you halfway for
> whenever's convenient. I'm sure at least one other can so that we have
> at least 3 members/directors to incorporate with. If we can't get the
> others straightaway, we can co-opt them as soon as we're incorporated -
> then we can get things moving towards applying to the Charities
> Commission. I see no need for another meeting to agree what we've
> already agreed - let's use the next meeting to progress the project further.
>  
> I'll be looking for suitable banks and preparing a (guessed) draft
> start-up budget to help.
>  
> Let's get this baby born and on the road!
>  
> Jon
>
> ------------------------------------------------------------------------
> Win a BlackBerry device from O2 with Yahoo!. *Enter now*
> <http://us.rd.yahoo.com/mail/uk/taglines/default/mobile_o2/*http://www.yahoo.co.uk/blackberry>.
>
>
>
> ------------------------------------------------------------------------
>
> _______________________________________________
> 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: Thanks to James and let's incorporate soon

James Forrester-5
In reply to this post by Jon-29
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Hash: SHA1

Jon wrote:
> It's Table C that refers to companies limited by guarantee and without a
> share capital - however let's see what it says before making that
> change.

The addition that I can find for the text is to insert the following at
the start of the AoA before the first clause:

| The regulations contained in Table C in the Schedule to the Companies
| (Tables A to F) Regulations 1985 in force at the time of adoption of
| these Articles (a copy of such Table being attached to these Articles
| and hereinafter called "Table C") shall apply to the Society save in
| so far as they are excluded or varied by these Articles and such
| regulations (save as so excluded and varied) and these Articles shall
| be the regulations of the Society.

Table C itself is proving somewhat illusive for me to track down through
the Internet, though pretty much the entirety of the /rest/ (typical) of
the CA 1985 is available from:

  http://britlaw.free.fr/company/companies_act_1985.htm

Are we happy to proceed with this in the AoA anyway?

> Once James has got a final legal review of the MoA and AoA and we've had
> an opportunity to find the deliberate typo he added (or did not add) to
> see if we're looking, we can sign things. Hurray!

And the WMF Board has given its approval. I'm about to officially
request that.

[Snip]

Yours,
- --
James D. Forrester
Wikimedia : [[W:en:User:Jdforrester|James F.]]
E-Mail    : [hidden email]
IM (MSN)  : [hidden email]
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Re: Forms of words

Alison M. Wheeler
For the preamble, add to the start of the Articles:

1 Preliminary
1.1 The Regulations in Table C in the Schedule to the Companies (Tables A
to F) Regulations 1985 as that Schedule was in force on the date of
adoption of these Articles (hereinafter called "Table C") shall apply to
the Company save to the extent that they are excluded by or are
inconsistent with any
of these Articles.

Also, a form of words for the "anything else" clause could be

X.X  To undertake and carry on any other business which may seem to the
Company capable of being conveniently carried on in connection with any of
the above specified objects, or calculated directly or indirectly to
enhance the value of or render profitable any of the Company's property or
rights, and to conduct and carry on any part of the Company's business as
a separate concern, and to employ in any such separate business any
particular part of the Company's capital, and to keep separate capital and
income accounts of any such separate part of the Company's business and so
far as any separate part of the business is the business of an investment
or trust company, or of a nature similar thereto, to receive and keep
separate the dividends, income, profit, bonuses and advantages of every
description from time to time payable or receivable in respect of the
Company's investments, and to divide the excess of current receipts over
current expenditure relating to such separate part without regard to any
fixed capital that may be sunk or lost, or to the loss of capital in any
other part of the Company's business.

I've also found reference to a definition:

> "Electronic communication" means the same as in the Electronic
Communications Act 2000

also, for safety, at the end of the definitions the para

> Unless the context otherwise requires, words or expressions contained in
these Articles bear the same meaning as in the Act but excluding any
statutory modification thereof not in force when these regulations
become binding on the Company.

should be added.

Alison


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Re: Re: Thanks to James and let's incorporate soon

Cormac Lawler
In reply to this post by Florence Devouard-3
On 1/19/06, Anthere <[hidden email]> wrote:

> Hello,
>
> I have a stupid question...
>
> Are you planning to have the bylaws visible by the WMF before creating
> the association ? If so, where can we see them ?
>
> Actually... I will go further, is the association planning to be part of
> Wikimedia chapters or is it fully an independant association ?
>
> If a chapter, I think the Foundation should be not only informed on the
> bylawys, but should also approve them. If it is an independant
> association, likely not. But if so, we'll have to do a formal review to
> see whether you may use names or logos.
>
> What is planned about that ? Just asking because I heard very little of it.
>
> Ant
>


Certainly, the discussion has been very legalistic and internal thus
far, but I would definitely like Wikimedia UK to be a chapter of the
Wikimedia foundation (and I assume everyone else involved does too).
It would seem premature to incorporate if this dimension has not been
worked out, even if we've got something that will work in UK legal
terms (though I suppose everyone involved would hope that this
approval won't take too long as well.) As Chris has pointed out, the
Memorandum and Articles of Association (available from
http://meta.wikimedia.org/wiki/Wikimedia_UK ) have been our working
documents for a while now, but now I'm confused - are these not our
"bylaws"?

Cormac
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Re: Re: Thanks to James and let's incorporate soon

Sam Korn
In reply to this post by Florence Devouard-3
On 1/19/06, Anthere <[hidden email]> wrote:
> Actually... I will go further, is the association planning to be part of
> Wikimedia chapters or is it fully an independant association ?

What are the implications of being a an official chapter?  If it means
being suable in place of the WMF, we very expressly do not want to be
a chapter.  If it does not, I don't see any harm.  As to the names and
logos, I believe it has always been the intention that the
organisation incorporate as "Wiki Educational Resources" (well, that
as opposed to Wikimedia UK), and then to agree a licensing arrangement
with the Foundation proper after that for use of the name (i.e. to be
"trading as") and logos.

Please correct me if I'm wrong.

--
Sam
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Re: Re: Thanks to James and let's incorporate soon

Chris-129
I think that this is an important point, as this could be the outcome for the German chapter (see http://yro.slashdot.org/article.pl?sid=06/01/19/2056252 ). We would not want to be sued for someting considered unsuitable for the UK, for example linking to a transcript of the Camillagate conversation from http://en.wikipedia.org/wiki/Camillagate .



On 1/20/06, Sam Korn <[hidden email]> wrote:
On 1/19/06, Anthere <[hidden email]> wrote:
> Actually... I will go further, is the association planning to be part of
> Wikimedia chapters or is it fully an independant association ?

What are the implications of being a an official chapter?  If it means
being suable in place of the WMF, we very expressly do not want to be
a chapter.  If it does not, I don't see any harm.  As to the names and
logos, I believe it has always been the intention that the
organisation incorporate as "Wiki Educational Resources" (well, that
as opposed to Wikimedia UK), and then to agree a licensing arrangement
with the Foundation proper after that for use of the name (i.e. to be
"trading as") and logos.

Please correct me if I'm wrong.

--
Sam
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Re: Re: Thanks to James and let's incorporate soon

Sam Korn
On 1/20/06, Chris <[hidden email]> wrote:
> I think that this is an important point, as this could be the outcome for
> the German chapter (see
> http://yro.slashdot.org/article.pl?sid=06/01/19/2056252
> ). We would not want to be sued for someting considered unsuitable for the
> UK, for example linking to a transcript of the Camillagate conversation from
> http://en.wikipedia.org/wiki/Camillagate .

UK libel laws were, for a long time, the reason that no UK chapter was created.

--
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Re: Thanks to James and let's incorporate soon

Florence Devouard-3
In reply to this post by Sam Korn
Sam Korn wrote:
> On 1/19/06, Anthere <[hidden email]> wrote:
>
>>Actually... I will go further, is the association planning to be part of
>>Wikimedia chapters or is it fully an independant association ?
>
>
> What are the implications of being a an official chapter?  If it means
> being suable in place of the WMF, we very expressly do not want to be
> a chapter.  If it does not, I don't see any harm.

Hi

It might be worth checking with our lawyers, but from what I heard, the
various situations of the different current chapters (the french clearly
is an official branch; the german does not seem to be according to their
bylaws) do not seem to make much difference.

Ant


  As to the names and

> logos, I believe it has always been the intention that the
> organisation incorporate as "Wiki Educational Resources" (well, that
> as opposed to Wikimedia UK), and then to agree a licensing arrangement
> with the Foundation proper after that for use of the name (i.e. to be
> "trading as") and logos.
>
> Please correct me if I'm wrong.
>
> --
> Sam
> _______________________________________________
> 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: Thanks to James and let's incorporate soon

Gordon Joly
In reply to this post by Florence Devouard-3
At 13:18 +0100 19/1/06, Anthere wrote:

>Hello,
>
>I have a stupid question...
>
>Are you planning to have the bylaws visible by the WMF before
>creating the association ? If so, where can we see them ?
>
>Actually... I will go further, is the association planning to be
>part of Wikimedia chapters or is it fully an independant association
>?
>
>If a chapter, I think the Foundation should be not only informed on
>the bylawys, but should also approve them. If it is an independant
>association, likely not. But if so, we'll have to do a formal review
>to see whether you may use names or logos.
>
>What is planned about that ? Just asking because I heard very little of it.

If we incorporate (as a company limited by guarantee), and become a
charity we can claim "Gift Aid", which means donations will increase
by 28% in value from UK Income Tax and Capital Gains Tax paid by UK
residents who donate. The bylaws, used by other Chapters cannot be
used to form such an association, since we are bound by UK
legislation. We would have to adopt the bylaws, modified no doubt.

--
Gordo (aka LoopZilla)
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