Articles of Association/Mark up
THE COMPANIES ACTS 1985 AND 2006
COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION OF WIKI UK LIMITED
Note: The Companies Act 2006 reorganised the structure of the Memorandum and Articles of Association so that most of the Memorandum - the Object clause, the Powers clause, the Application of Property clause and most of the Members and their liability clause - will in future form part of the Articles. Section 28 of the Act provides that on 1 October 2009 (the implementation date) these section are automatically transferred to the Articles. References in the 2006 Act to "Articles" should be read accordingly to include these clauses of the Memorandum.
- 1 Name
- 2 Location of Registered Office
- 3 Object
- 4 Powers
- 5 Application of property
- 6 Members and their liability
- 7 Signature
- 8 Interpretation
- 9 Members
- 10 Classes of Membership
- 11 Termination of Membership
- 12 General meetings
- 13 Notice of General Meetings
- 14 Quorum at general meetings
- 15 Chairing of general meetings
- 16 Adjournment of general meetings
- 17 Voting at general meetings
- 18 Proxies
- 19 Written resolutions
- 20 Votes of Members
- 21 Directors
- 22 Powers of Directors
- 23 Retirement of Directors
- 24 Appointment of Directors
- 25 Disqualification and removal of Directors
- 26 Directors' remuneration
- 27 Proceedings of Directors
- 28 Delegation of Directors' powers
- 29 Director's Interests
- 30 Seal
- 31 Minutes
- 32 Accounts etc
- 33 Notices
- 34 Indemnity
- 35 Rules
- 36 Signature
1. The company's name is Wiki UK Limited (and in this document it is called the Charity)
The chapter intends to operate under the name "Wikimedia UK" as soon as the Wikimedia Foundation licenses us to do so. However, the m:Chapters committee have advised us not to legally register under this name as we do not have permission to use this trademark before we are approved. Other names discussed included Wiki Information Network Limited, Open Knowledge UK Limited and wUKi Ltd; Wiki UK was settled on for simplicity's sake.
The Board considered whether or not to include the word "Limited" on our name. It concluded we would be eligible for the exemption noted here, but decided against using the exemption as we would have to disclose on our communications that we were Limited by Guarantee anyway and this would reduce the number of formation forms to fill in!
Location of Registered Office
2. The charity's registered office is to be situated in England and Wales
The chapter will geographically focus on the whole of the United Kingdom. For legal reasons we need to be incorporated in a particular part of the UK, but this has minimal implications as to what we can do in the rest of the UK. The possibilities were: England, England & Wales, Wales, Scotland or Northern Ireland. We chose England and Wales because this covered the most of our membership out of any of these options.
This clause has been written with one principal "Object", summarising our work, and a number of subsidiary "means", giving examples of how we intend to fulfill this Object. This format was chosen so that we could most easily demonstrate that our activities are "exclusively charitable" whilst describing what we will do and allowing flexibility in the range of our future activities. We considered the Charity Commission's example Objects when drawing up these.
3. The charity's Object is to aid and encourage people to collect, develop and effectively disseminate knowledge and other educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify said content, by means including (but not limited to):
The principal Object combines the m:Mission of the Wikimedia Foundation, as per by the m:Requirements for future chapters with the phrases used to describe our charitable purposes in the Charities Act 2006, viz. "the advancement of education", "the advancement of culture" and "the advancement of heritage".
- 1. promoting freely accessible online information repositories whose content is freely and collaboratively editable;
- 2. acting as a voice and representative for the community of UK residents and citizens who use and edit such repositories;
- 3. preserving world heritage, and particularly that of the UK, through such repositories;
- 4. supporting the charitable work of the Wikimedia Foundation;
This sub-clause has been carefully worded to comply with the Guidance of the Charity Commission here regarding supporting foreign organisations. Supporting the charitable work of a foreign is permissible so long as the final decisions over the allocation and use of funds rest with the chapter's Board and supporting that organsation is not the sole Object of the charity.
- 5. enabling, assisting, promoting and promulgating wider participation in the creation, dissemination and expansion of information and educational resources covering the world's knowledge and languages to all persons, everywhere;
- 6. furthering the development of electronic, printed, and other resources required to support such participation;
- 7. producing, publishing and developing, or causing to be produced, published and developed, information resources, whether in printed, electronic, or other forms;
- 8. making use of or encouraging the use of information resources for the advancement of education; and
- 9. encouraging the adoption of practices and policies to widen education, participation and dissemination of information worldwide.
Generally, these powers are standard rights that the chapter may want to use in the future, but in most cases has no current plans to do so. Any decisions to use these rights would require the agreement of the Board
4.1 In addition to any other powers it may have, the charity has the following powers in order to further the Object (but not for any other purpose):
- (a) to raise funds. In doing so, the charity must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
- (b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
- (c) to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this power, the charity must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006;
- (d) to borrow money and to charge the whole or any part of the property belonging to the charity as security for repayment of the money borrowed. The charity must comply as appropriate with sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act 2006, if it wishes to mortgage land;
- (e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
- (f) to establish or support any charitable trusts, associations or institutions formed for any charitable purpose included in the Object;
- (g) to acquire, merge with or to enter into any partnership or joint venture arrangement with any other charity formed for any charitable purpose included in the Object;
- (h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
- (i) to employ and remunerate such staff as are necessary for carrying out the work of the charity. The charity may employ or remunerate a Director only to the extent it is permitted to do so by clause 5 and provided it complies with the conditions in that clause;
- (j) to:
- (i) deposit or invest funds;
- (ii) employ a professional fund-manager; and
- (iii) arrange for the investments or other property of the charity to be held in the name of a nominee; in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
- (k) to provide indemnity insurance for the Directors or any other officer of the charity in relation to any such liability as is mentioned in subclause 2 of this clause, but subject to the restrictions specified in subclause 3 of the clause;
- (l) to pay out of the funds of the charity the costs of forming and registering the charity both as a company and as a charity;
- (m) to do all such other lawful things as are necessary for the achievement of the Object.
4.2 The liabilities referred to in sub-clause 4.1(k) are:
- (a) any liability that by virtue of any rule of law would otherwise attach to a director of a company in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the charity;
- (b) the liability to make a contribution to the charity's assets as specified in section 214 of the Insolvency Act 1986 (wrongful trading).
4.3(a) The following liabilities are excluded from sub-clause 4.2(a):
- (i) fines;
- (ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Director or other officer;
- (iii) liabilities to the charity that result from conduct that the Director or other officer knew or must be assumed to have known was not in the best interests of the charity or about which the person concerned did not care whether it was in the best interests of the charity or not.
4.3(b) There is excluded from sub-clause 4.2(b) any liability to make such a contribution where the basis of the Director's liability is his or her knowledge prior to the insolvent liquidation of the charity (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the charity would avoid going into insolvent liquidation.
Application of property
5.1 The income and property of the charity shall be applied solely towards the promotion of the Object.
5.2(a) A Director is entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.
5.2(b) Subject to the restrictions in sub-clause 5.4, a Director may benefit from trustee indemnity insurance cover purchased at the charity's expense.
This clause permits the chapter to spend money on indemnity insurance but does not require it
5.2(c) A Director may receive an indemnity from the charity in the circumstances specified in Article 27.
5.3 None of the income or property of the charity may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a Director receiving:
- (a) a benefit from the charity in the capacity of a beneficiary of the charity;
- (b) reasonable and proper remuneration for any goods or services supplied to the charity.
5.4 No Director may:
- (a) buy any goods or services from the charity;
- (b) sell goods, services, or any interest in land to the charity;
- (c) be employed by, or receive any remuneration from the charity;
- (d) receive any other financial benefit from the charity; unless:
- (i) the payment is permitted by sub-clause 5.5, does not exceed an amount that is reasonable in all the circumstances, and does not result in a majority of the Directors having received a financial benefit from the charity; or
- (ii) the Directors obtain the prior written approval of the Commission and fully comply with any procedures it prescribes.
5.5(a)(i) A Director may receive a benefit from the charity in the capacity of a beneficiary of the charity
5.5(a)(ii) A Director may enter into a contract for the supply of goods or services to the charity where that is permitted in accordance with, and subject to the conditions in, section 73A of the Charities Act 1993.
5.5(a)(iii) A Director may receive interest on money lent to the charity at a reasonable and proper rate which must be 2% (or more) per annum below the base rate of a clearing bank to be selected by the Directors.
5.5(a)(iv) A company of which a Director is a member may receive fees, remuneration or other benefit in money or money's worth provided that the shares of the company are listed on a recognised stock exchange and the Director holds no more than 1% of the issued capital of that company.
5.5(a)(v) A Director may receive rent for premises let by the Director to the charity if the amount of the rent and the other terms of the lease are reasonable and proper and provided that such a Director shall withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
5.5(a)(vi) The Directors may arrange for the purchase, out of the funds of the charity, of insurance designed to indemnify the Directors in accordance with the terms of, and subject to the conditions in, section 73F of the Charities Act 1993.
5.5(b) The employment or remuneration of a Director includes the engagement or remuneration of any firm or company in which the Director is:
- (i) a partner;
- (ii) an employee, unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;
- (iii) a consultant, unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;
- These changes ensure that we are not prohibited from e.g. both having a director who works as a shop assistant at a stationers, and purchasing stationary from that stationers. It also means that were a UK Oxford Wikimania bid successful we would not be prohibited from contracting with the university despite us (potentially) having directors employed by the university. If however interacting with such a company could reasonable be regarded as leading to a conflict of interest, then such interaction is still prohibited, as indeed it should be to preserve our charitable status. This change was made following obtaining informal legal advice from a UK barrister.
- (iv) a director; or
- (v) a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Director holds less than 1% of the issued capital.
5.6 In sub-clauses 5.2 - 5.5:
- (a) "charity" shall include any company in which the charity:
- (i) holds more than 50% of the shares; or
- (ii) controls more than 50% of the voting rights attached to the shares; or
- (iii) has the right to appoint one or more directors to the Board of the company;
- (b) "Director" shall include any child, parent, grandchild, grandparent, brother, sister, spouse or civil partner of the Director or any person living with the Director as his or her partner.
5.7 If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person (including a conflict arising out of the circumstances described in sub-clauses 5.4(a) to (d) above) and the conflict is not authorised by virtue of any other provision in this Memorandum or the Articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply: This change makes it clear that the conflicts described in 5.4 do count as conflicts of interest, and thus are subject to the provisions for resolving conflicts given by this clause (5.7). This change was also made following obtaining informal legal advice from a UK barrister.
- (a) the conflicted Director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;
- (b) the conflicted Director does not vote on any such matter and is not to be counted when considering whether a quorum of Directors is present at the meeting;
- (c) the unconflicted Directors consider it is in the interests of the charity to authorise the conflict of interest in the circumstances applying.
Members and their liability
6.1 The liability of the members is limited.
This means that if the chapter incurs debts which it is unable to pay, the creditors cannot pursue the members for the debt beyond the amount of the guarantee. Reference to 'Members' in these documents is a reference to Guarantor Members
6.2 Every member promises, if the charity is dissolved while he or she is a member or within twelve months after he or she ceases to be a member, to contribute such sum (not exceeding
£10 £1) as may be demanded of him or her towards the payment of the debts and liabilities of the charity incurred before he or she ceases to be a member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.
£10 liability replaced with £1 in order to encourage members to join; there is no statutory minimum and £1 is a common figure used.
6.3 The members of the charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the charity be applied or transferred in any of the following ways:
- (a) directly for the Object; or
- (b) by transfer to any charity or charities for purposes similar to the Object; or
- (c) to any charity for use for particular purposes that fall within the Object.
6.4 Subject to any such resolution of the members of the charity, the Directors of the charity may at any time before and in expectation of its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision made for them, shall on dissolution of the charity be applied or transferred:
- (a) directly for the Objects; or
- (b) by transfer to any charity or charities for purposes similar to the Objects; or
- (c) to any charity or charities for use for particular purposes that fall within the Objects.
6.5 In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity) and if no such resolution is passed by the members or the Directors the net assets of the charity shall be applied for charitable purposes as directed by the court or the Commission.
We, the persons whose names and addresses are written below, wish to be formed into a company under this Memorandum of Association.
Signature(s) of Initial Subscriber(s):
Name(s) of Initial Subscriber(s):
Addresse(s) of Initial Subscriber(s):
Witness to the above Signature(s):
Section 2(6) of the Companies Act 1985 states that "the memorandum must be signed by each subscriber in the presence of at least one witness, who must attest the signature". A similar provision is made in Section 7(3) regarding the Articles. This section is repealed by the Companies Act 2006 and replaced by a similar section which drops the requirement for a witness. However, the repeal only has affect from 1 October 2009.
The witness should have no interest in the Memorandum and Articles, not be a relative of the subscriber and must be over 18 with the mental capacity to make their own decisions.
Note: This Memorandum and the Articles of Association (bold text only) are sent to Companies House together with Form 10, which sets out the company's Registered Office, First Directors and First Secretary, and Form 12, where one of the First Directors attests in front of a solicitor or Justice of the Peace that the requirements of the Companies Act have been met in the formation of the company. The purpose of the attestation is that any false statement can then be prosecuted under the Perjury Act 1911.
ARTICLES OF ASSOCIATION OF WIKI UK LIMITED
1. In these articles:
- "the 1985 Act" means the Companies Act 1985;
- "the 2006 Act" means the Companies Act 2006;
- "address" means a postal address or, for the purposes of electronic communication, a fax number, an e-mail
or postaladdress, a text message number or any other electronic point of contact at which the member has explicitly consented to receiving messages, in each case registered with the charity;
- "the charity" means the company intended to be regulated by these articles;
- "clear days" in relation to the period of a notice means a period excluding:
- the day when the notice is given or deemed to be given; and
- the day for which it is given or on which it is to take effect;
- "the Commission" means the Charity Commission for England and Wales;
- "the memorandum" means the memorandum of association of the charity;
- "officers" includes the Directors and the secretary;
- "the seal" means the common seal of the charity if it has one;
- "secretary" means the secretary of the charity or any other person appointed to perform the duties of the secretary of the charity, including a joint, assistant or deputy secretary;
- "the Directors" means the directors of the charity. The directors are charity trustees as defined by Section 97 of the Charities Act 1993;
- "the United Kingdom" means Great Britain and Northern Ireland; and words importing one gender shall include all genders, and the singular includes the plural and vice versa.
Unless the context otherwise requires words or expressions contained in these articles have the same meaning as in the 1985 Act or the 2006 Act but excluding any statutory modification not in force when this constitution becomes binding on the charity.
Apart from the exception mentioned in the previous paragraph a reference to an Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.
The provisions of the Memorandum to the extent that they could have been contained in the Articles shall take effect as though repeated here.
2.1 The subscribers to the memorandum are the first members of the charity.
2.2 Membership is open to other individuals or organisations who:
- (a) apply to the charity in the form required by the Directors; and
- (b) are approved by the Directors.
2.3(a) The Directors may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the charity to refuse the application.
2.3(b) The Directors must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.
2.3(c) The Directors must consider any written representations the applicant may make about the decision. The Directors' decision following any written representations must be notified to the applicant in writing but shall be final.
2.4 Membership is not transferable to anyone else.
2.5 The Directors must keep a register of names and addresses of the members.
Note: In limited cases, this register may be disclosed to people who apply to the company for disclosure if they have a "proper purpose". Further information is given in this guidance. The names, but not addresses, of members listed in the register is also disclosed on the Annual Return submitted to Companies House which is publicly available for a fee.
Classes of Membership
3.1 The Directors may establish classes of membership with different rights and obligations if a general meeting authorises this with a Special Resolution
3.2 Where the Directors have established a new class of membership under clause 3.1, they
and shall record the rights and obligations in the register of members.
3.3 The Directors may not directly or indirectly alter the rights or obligations attached to a class of membership.
3.4 The rights attached to a class of membership may only be varied if:
- (a) three-quarters of the members of that class consent in writing to the variation; or
- (b) a special resolution is passed at a separate general meeting of the members of that class agreeing to the variation.
3.5 The provisions in these articles about general meetings shall apply to any meeting relating to the variation of the rights of any class of members.
Termination of Membership
4. Membership is terminated if:
4.1 the member dies or, if it is an organisation, ceases to exist
4.2 the member resigns by written notice to the charity unless, after the resignation, there would be fewer than two members
4.3 any sum due from the member to the charity is not paid in full within six months of it falling due
4.4 the member is removed from membership by a resolution of the Directors that it is in the best interests of the charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
- (a) the member has been given at least twenty-one days' notice in writing of the meeting of the Directors at which the resolution will be proposed and the reasons why it is to be proposed;
- (b) the member or, at the option of the member, the member's representative (who need not be a member of the charity) has been allowed to make representations to the meeting.
4.5 Any such termination may be overturned by an ordinary resolution of members at, or prior to, the next announced general meeting
It may be overturned at the next general meeting by the passing of a resolution at that meeting; it may be overturned prior to the next general meeting by the passing of a written resolution under Article 12. The next "announced" general meeting refers to the next time that notice is given of a general meeting (see Article 6). If, for instance, notice is given on 13 September that a general meeting will be held on 13 October and then the Directors decide on 25 September to remove a member from membership, the next announced general meeting will not refer to the meeting on 13 October but to the following general meeting.
The General Meeting is the senior body of the charity. It comprises all the members and meets once per year, or more often if required. The main functions of the General Meeting are set down in the Companies Acts and include:
- Electing the Board, who are in charge of the day to day activities of the charity
- Establishing the rules - the Memorandum and Articles of Association and any Special Resolutions - including setting out which decisions are to be made by the General Meeting and which by the Board
- Approving the annual accounts and appointing the auditor (if any)
5.1 The charity must hold its first Annual General Meeting within eighteen months after the date of its incorporation.
The intention of the interim Board is to hold the first AGM within six months of incorporation; however it was decided not to incorporate this into this Article in case events outside the control of the Board cause this to over-run by a short period (or if the current board does not succeed in setting up the chapter, so that a successor board can use the framework being set up now if they wish). A "General Meeting" is a meeting of the members of the charity as opposed to a "Board meeting" which is a meeting of the Directors.
5.2 An Annual General Meeting must be held in each subsequent year and not more than fifteen months may elapse between successive Annual General Meetings.
5.3 The Directors may call a general meeting at any time.
Although not explicitly stated in the Articles, under s303 of the Companies Act, 5% of the membership may require the directors to call a General Meeting.
Note special Resolutions can only be moved by members (as opposed to the Board) if they give notice to the Board at least 28 days prior to the meeting. See s231
Notice of General Meetings
6.1 The minimum periods of notice required to hold a general meeting of the charity are:
- (a) twenty-one clear days for an Annual General Meeting or a general meeting called for the passing of a Special Resolution;
- (b) fourteen clear days for all other general meetings.
6.2 A general meeting may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote at the meeting who together hold not less than 90 percent of the total voting rights.
6.3 The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an Annual General Meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under section 324 of the Companies Act 2006 and Article 11 of these Articles.
6.4 The notice must be given to all the members and to the Directors and auditors.
Note: UK Charities are obliged to appoint an independent auditor to verify the accuracy of the financial accounts if the gross income of the charity exceeds £500,000 or if the turnover exceeds £100,000 and the gross assets exceed £2.8m. If the gross income exceeds £10,000 the charity must appoint an "independent examiner" to review its accounts. Below £10,000 there is no requirement for external verification but the annual accounts must be prepared under specified accounting regulations set out in the Charities "Statement of Recognised Practice".
The auditor or independent examiner, if any, will be appointed by the members in a general meeting or by the Board of Directors and will report to the charity's members at the Annual General Meeting. The AGM will also approve the reappointment of the auditor.
An audit may also be required by a resolution of not less than 10% of the members of the charity.
6.5 The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the charity.
Note: In addition, under section 303 of the Companies Act 2006, 10% of the membership acting together can require the directors to call a general meeting. The required percentage is 5% where more than 12 months have passed since the last AGM
Quorum at general meetings
7.1 No business shall be transacted at any general meeting unless a quorum is present.
7.2 A quorum is the greater of:
- (a) Ten members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting; or
- (b) one tenth of the total membership at the time
7.3 The authorised representative of a member organisation shall be counted in the quorum.
- (a) a quorum is not present within half an hour from the time appointed for the meeting; or
- (b) during a meeting a quorum ceases to be present;
- the meeting shall be adjourned to such time and place as the Directors shall determine. The Directors must reconvene the meeting and must give at least seven clear days' notice of the reconvened meeting stating the date, time and place of the meeting.
If the meeting is an Annual General Meeting, the adjourned meeting must be held within the timelimits specified in Article 5.2 or 5.1.
7.5 If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present in person or by proxy at that time shall constitute the quorum for that meeting.
Chairing of general meetings
8.1 General meetings shall be chaired by the person who has been appointed to chair meetings of the Directors.
8.2 If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Director nominated by the Directors shall chair the meeting.
8.3 If there is only one Director present and willing to act, he or she shall chair the meeting.
8.4 If no Director is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.
Adjournment of general meetings
9.1 The members present in person or by proxy at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.
9.2 The person who is chairing the meeting must decide the date, time and place at which the meeting is to be reconvened unless those details are specified in the resolution.
9.3 No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
9.4 If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days' notice shall be given of the reconvened meeting stating the date, time and place of the meeting.
Voting at general meetings
10.1 Any vote at a meeting shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is demanded:
- (a) by the person chairing the meeting
- (b) by at least two members present in person or by proxy and having the right to vote at the meeting; or
- (c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
10.2 The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.
10.3 The result of the vote must be recorded in the minutes of the charity but the number or proportion of votes cast need not be recorded.
10.4 A demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the person who is chairing the meeting.
10.5 If the demand for a poll is withdrawn the demand shall not invalidate the result of a show of hands declared before the demand was made.
10.6 A poll must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be members) and who may fix a time and place for declaring the results of the poll.
10.7 The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
10.8 A poll demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately. A poll demanded on any other question must be taken either immediately or at such time and place as the person who is chairing the meeting directs, except that:
- (a) The poll must be taken within thirty days after it has been demanded.
- (b) If the poll is not taken immediately at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
10.9 If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.
11.1 Any member is entitled to appoint another person as a proxy to exercise all or any of the member’s rights to attend and to speak and vote at a general meeting of the charity.
11.2 The appointment of a proxy shall be executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve)
- "Wiki UK Limited
- I/We, [name(s)], of [address(es)], being a member/members of the above-named charity, hereby appoint [Proxy name] of [Proxy address], or failing him/her, [Alternative Proxy] of [Alternative Proxy address], as my/our proxy to vote in my/our name[s] on my/our behalf at the general meeting of the charity to be held on [Date of Meeting] and at any adjournment thereof. Signed on [Date]"
- Where it is desired to afford members an opportunity of instructing the proxy how to act the appointment of a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve)
- "Wiki UK Limited
- I/We, [name(s)], of [address(es)], being a member/members of the above-named charity, hereby appoint [Proxy name] of [Proxy address], or failing him/her, [Alternative Proxy] of [Alternative Proxy address], as my/our proxy to vote in my/our name[s] on my/our behalf at the general meeting of the charity to be held on [Date of Meeting] and at any adjournment thereof.
- Resolution [Insert Number]: [Insert "For" or "Against"]
- Unless otherwise instructed, the proxy may vote as s/he thinks fit or abstain from voting.
- Signed on [Date]"
11.3 The appointment of a proxy and any authority under which it is executed (or a copy of such authority certified by a notary or in some other way approved by the directors) must be lodged with the charity as follows:
- (i) in the case of an instrument in writing be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the charity in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
- (ii) in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications
- (a) in the notice convening the meeting, or
- (b) in any instrument of proxy sent out by the charity in relation to the meeting, or
- (c) in any invitation contained in an electronic communication to appoint a proxy issued by the charity in relation to the meeting, it must be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
- (iii) in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
- (iv) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the person chairing the meeting or to the secretary or to any director.
11.4 An appointment of proxy which is not deposited, delivered or received in a manner described above shall be invalid.
11.5 A vote given or poll demanded by proxy or by the duly authorised representative of a member which is an organisation shall be valid even if the authority of the person voting or demanding a poll has been determined unless notice of the determination was received by the charity at:
- (i) its registered office, or
- (ii) at such other place at which the instrument of proxy was duly deposited, or
- (iii) (where the appointment of the proxy was contained in an electronic communication) at the address at which such appointment was duly received before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
12. A resolution in writing agreed by a simple majority of the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective provided that a copy of the proposed resolution has been sent to every eligible member and a simple majority of members has signified its agreement to the resolution in an authenticated document which has been received at the registered office within the period of 28 days beginning with the circulation date. A resolution in writing may comprise several copies to which one or more members have signified their agreement. In the case of a member that is an organisation, its authorised representative may signify its agreement.
Votes of Members
13. Votes of Members
13.1 Subject to Article 3, every member, whether an individual or an organisation shall have one vote.
13.2 Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final.
13.3 Any organisation that is a member of the charity may nominate any person to act as its representative at any meeting of the charity. The organisation must give written notice to the charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the charity. Any notice given to the charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The charity shall not be required to consider whether the nominee has been properly appointed by the organisation.
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.
The purpose of this clause is to satisfy the Charity Commission that the charity will be properly managed (see Wikimedia UK v2.0/Candidate FAQs#Why do Board candidates have to be over 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.
Powers of Directors
15.1 The Directors shall manage the business of the charity and may exercise all the powers of the charity unless they are subject to any restrictions imposed by the 1985 Act or the 2006 Act, the Memorandum, these Articles or any Special Resolution.
Note: A Special Resolution is a resolution of the members passed in a valid quorate General Meeting that has the support of 75% or more of the members present or by Written Resolution that has the support of 75% or more of the members. (see here)
The chapter has currently passed two Special Resolutions restricting the powers of the directors, both at the 2009 AGM. The first entrenched the Election Rules and the second entrenched the Chapter Agreement.
15.2 No alteration of the Memorandum or these Articles or any Special Resolution shall have retrospective effect to invalidate any prior act of the Directors.
15.3 Any meeting of Directors at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Directors.
Retirement of Directors
16.1 Providing that one or more valid nominations for Directors are received,
At the first Annual General Meeting all the Directors shall retire from office at each Annual General Meeting unless by the close of the meeting the members have failed to elect sufficient Directors to hold a quorate meeting of the Directors. At each subsequent Annual General Meeting one-third of the Directors or, if their number is not three or a multiple of three, the number nearest to one third must retire from office. If there is only one Director he or she must retire. 16.2 The Directors to retire by rotation shall be those who have been longest in office since their last appointment. If any Directors became or were appointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
16.2 If a Director is required to retire at an Annual General Meeting by a provision of these articles the retirement shall take effect upon the conclusion of the meeting.
The Model Article contain a provision for one third of Directors to retire each year by rotation; the interim Board decided to have full elections every year. The only exception is that valid nominations must be received for at least one director - this prevents a situation where the chapter is left with no directors.
Note: Under the Companies Act 2006 (s168) the members may also remove a Director in a general meeting if 28 days notice is given of the proposed removal
Appointment of Directors
17.1 The charity may by ordinary resolution appoint a person who is willing to act to be a Director
(b) determine the rotation in which any additional Directors are to retire.
The precise election rules will be specified via Rules adopted under Article 28
17.2 No person
other than a Director retiring by rotation may be appointed a Director at any general meeting unless:
- (a) he or she is retiring as a Director
recommended for re-election by the Directors; or
- (b) not less than fourteen nor more than thirty-five clear days before the date of the meeting, the charity is given a notice that:
- (i) is signed by a member entitled to vote at the meeting;
- (ii) states the member's intention to propose the appointment of a person as a Director;
- (iii) contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and
- (iv) is signed by the person who is to be proposed to show his or her willingness to be appointed.
17.3 All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any resolution to be put to the meeting to appoint a Director other than a Director who is to retire
Note: These provisions were included in the Companies Act 1985 "Table A" Model Articles but were removed from the 2006 Act Model Articles for private companies as a simplification measure.   (Model Articles Regulations draft guidance)
17.4 Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, , the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy
be a Director. A Director appointed by a resolution of the other Directors must retire at the next annual general meeting and must not be taken into account in determining the Directors who are to retire by rotation.
The Model Articles give the Directors broad powers to appoint additional directors to the Board; however, our charity will be member-led and we want the norm to be that directors are elected by the members; the sole exception allowed is where a director has resigned, the remaining directors may replace him or her until the next AGM with another person if they unanimously agree.
17.5 The appointment of a Director, whether by the charity in general meeting or by the other Directors, must not cause the number of Directors to exceed any number fixed as the maximum number of Directors.
Disqualification and removal of Directors
18.1 A Director shall cease to hold office if he or she:
- (a) ceases to be a Director by virtue of any provision in the Act or is prohibited by law from being a director;
- (b) is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
- (c) ceases to be a member of the charity;
- (d) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
- (e) resigns as a Director by notice to the charity (but only if at least two Directors will remain in office when the notice of resignation is to take effect); or
- (f) is absent without the permission of the Directors from all their meetings held within a period of six consecutive months and the Directors resolve that his or her office be vacated.
Note: Under the Companies Act 2006 (s168) the members may also remove a Director in a general meeting if 28 days notice is given of the proposed removal
19. The Directors must not be paid any remuneration unless it is authorised by clause 5 of the Memorandum.
Proceedings of Directors
20.1 The Directors may regulate their proceedings as they think fit, subject to the provisions of the articles.
20.2 Any Director may call a meeting of the Directors. The secretary must call a meeting of the Directors if requested to do so by a Director.
20.3 In addition to an in-person meeting, a meeting of the directors may take place using any electronic, text-, voice- or video-based, real-time communication medium, where all directors present can send and receive messages from all other directors present.
This clause allows, among others, meetings on IRC
20.4 Questions arising at a meeting shall be decided by a majority of votes.
20.5 No decision may be made by a meeting of the Directors unless a quorum is present at the time the decision is purported to be made.
20.6 The quorum shall be two or a majority of the Directors
the number nearest to one third of the total number of Directors, whichever is the greater, or such larger number as may be decided from time to time by the Directors.
20.7 A Director shall not be counted in the quorum present when any decision is made about a matter upon which that Director is not entitled to vote.
20.8 If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting.
20.9 The Directors shall appoint a Director to chair their meetings and may at any time revoke such appointment
20.10 If no-one has been appointed to chair meetings of the Directors or if the person appointed is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Directors present may appoint one of their number to chair that meeting.
20.11 The person appointed to chair meetings of the Directors shall have no functions or powers except those conferred by these articles or delegated to him or her by the Directors.
20.12 A resolution in writing agreed by a simple majority of all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or (as the case may be) a committee of Directors duly convened and held provided that:
- (a) a copy of the resolution is sent or submitted to all the Directors eligible to vote; and
- (b) a simple majority of Directors has signified its agreement to the resolution in an authenticated document or documents which are received at the registered office within the period of 28 days beginning with the circulation date.
20.13 The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more Directors has signified their agreement.
Delegation of Directors' powers
21.1 The Directors may delegate any of their powers or functions to a committee of two or more Directors but the terms of any delegation must be recorded in the minute book.
21.2 The Directors may impose conditions when delegating, including the conditions that:
- (a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
- (b) no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the Directors.
21.3 The Directors may revoke or alter a delegation.
21.4 All acts and proceedings of any committees must be fully and promptly reported to the Directors.
A proposal was received to extend the delegation of powers to committees of non-Directors; however we were advised that delegation must be limited to directors or a committee of directors because members do not have a fiduciary responsibility to the charity
22.1 A Director must declare the nature and extent of any interest, direct or indirect, which s/he has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not previously been declared. A Director must absent himself or herself from any discussions of the Directors in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest).
22.2 Subject to paragraph 22.3, all acts done by a meeting of Directors, or of a committee of Directors, shall be valid notwithstanding the participation in any vote of a Director:
- (a) who was disqualified from holding office;
- (b) who had previously retired or who had been obliged by the constitution to vacate office;
- (c) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if without the vote of that Director and that Director being counted in the quorum the decision has been made by a majority of the Directors at a quorate meeting.
22.3 Article 22.2 does not permit a Director to keep any benefit that may be conferred upon him or her by a resolution of the Directors or of a committee of Directors if, but for Article 22.2, the resolution would have been void, or if the Director has not complied with Article 22.1.
23 If the charity has a seal it must only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by the secretary or by a second Director.
24. The Directors must keep minutes of all:
- (a) appointments of officers made by the Directors;
- (b) proceedings at meetings of the charity;
- (c) meetings of the Directors and committees of Directors including:
- (i) the names of the Directors present at the meeting;
- (ii) the decisions made at the meetings; and
- (iii) where appropriate the reasons for the decisions.
25.1 The Directors must prepare for each financial year accounts as required by the 2006 Act. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice
25.2 The Directors must keep accounting records as required by the 2006 Act.
25.3 The Directors must comply with the requirements of the Charities Act 1993 with regard to:
- (a) the transmission of the statements of account to the charity;
- (b) the preparation of an Annual Report and its transmission to the Commission;
- (c) the preparation of an Annual Return and its transmission to the Commission.
25.4 The Directors must notify the Commission promptly of any changes to the charity's entry on the Central Register of Charities.
25.5 Any notice to be given to or by any person pursuant to the articles must be in writing or must be given using electronic communications.
26.1 The charity may give any notice to a member either:
- (a) personally; or
- (b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
- (c) by leaving it at the address of the member; or
- (d) by giving it using electronic communications to the member's address.
See the "Interpretation" section for the definition of an address
26.2 A member who does not register an address with the charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the charity.
26.3 A member present in person at any meeting of the charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.
26.4 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
26.5 Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
This guidance is available from the ICSA website. In summary, the guidance say when sending emails a company should:
(a) alert those members who elect to receive communications electronically that the company’s obligation is satisfied when it transmits an electronic message and that it cannot be held responsible for a failure in transmission beyond its control
(b) use a system that creates a record of the recipients to whom the message in sent (e.g. in the Sent Items folder)
(c) retain this record
(d) retain any notice of failed transmission (excluding "Out of Office" replies)
(e) send a hard copy to any member's postal address within 48 hours of receipt of a failed transmission message where this cannot be rectified
26.6 A notice shall be deemed to be given 48 hours after the envelope containing it was posted; or, in the case of an electronic communication, 48 hours after it was sent.
Option 1A 27 The charity may indemnify any Director against any liability incurred by him or her in that capacity, to the extent permitted by sections 232 to 234 of the 2006 Act. Option 1B
27 The charity may indemnify any Director, Auditor, Reporting Accountant, or other officer of the charity against any liability incurred by him or her in that capacity to the extent permitted by sections 232 to 234 of the 2006 Act.
This option was taken as it was most permissive, allowing the Directors to make the most appropriate decision in the future
Option 2 27 The charity shall indemnify any Director or Auditor of the charity against any liability incurred by him or her in that capacity to the extent permitted by sections 232 to 234 of the 2006 Act. Option 3 27 The charity shall indemnify every Director, Auditor, Reporting Accountant, or other officer of the charity against any liability incurred in successfully defending legal proceedings in that capacity, or in connection with any application in which relief is granted by the court from liability for negligence, default, or breach of duty or breach of trust in relation to the charity.
28 The Directors may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the charity.
28.1 The bye laws may regulate the following matters but are not restricted to them:
- (a) the admission of members of the charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
- (b) the conduct of members of the charity in relation to one another, and to the charity's employees and volunteers;
- (c) the setting aside of the whole or any part or parts of the charity's premises at any particular time or times or for any particular purpose or purposes;
- (d) the procedure at general meetings and meetings of the Directors in so far as such procedure is not regulated by the Act or by these Articles;
- (e) generally, all such matters as are commonly the subject matter of company rules.
28.2 The rules or bye laws shall be binding on all members of the charity. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or these Articles.
28.3 The Directors must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the charity.
28.4 The charity in general meeting has the power to alter, add to or repeal the rules or bye laws.
Two Rules have currently been adopted:
[Names of Subscribers]
[Addresses of Subscribers]
Witness to the above Signatures: