Discussions about Wikimedia UK ()

Andrew Turvey | 3 Sep 2008 15:44

Wikimedia v2 structure

I noticed the discussion previously about the type of organisation.

I understand Wiki v1 was a Company Limited by Guarantee and this proved to be a bit too onerous. (http://wck2.companieshouse.gov.uk/ea5e233643cbe7a39d43af65930f34fa/compdetails shows the accounts and annual return were never filed)

As someone else has noted the Charitable Incorporated Organisation which simplified the admin side a little bit is not yet available.

The alternative is just set up as an unincorporated association. More details are here:

http://www.charity-commission.gov.uk/publications/cc22.asp#9

The main problem with this is unlimited liabilities - if you are a member of the association and the association has a dispute with, say a venue, they could sue any member of the association as they would be jointly and severally liable.

Has this been considered before?

Andrew

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Alison Wheeler | 3 Sep 2008 18:02

Re: Wikimedia v2 structure

On Wed, September 3, 2008 14:44, Andrew Turvey wrote:
> I noticed the discussion previously about the type of organisation.
>
> I understand Wiki v1 was a Company Limited by Guarantee and this proved to
> be a bit too onerous.
> (http://wck2.companieshouse.gov.uk/ea5e233643cbe7a39d43af65930f34fa/compdetails
> shows the accounts and annual return were never filed)

As it happens, I spoke with Companies House this afternoon and they
acknowledge that annual returns *were* filed, however many other records
(inc. the registered Directors) are incorrect. So far as I was told at the
time these changes were advised to CoHse using their web interface and, it
seems to me, there is a fault in that system. Either way the company is
presently being wound up and the process should complete by November
(notices have to be published, etc, hence the delay)

> The main problem with this is unlimited liabilities - if you are a member
> of the association and the association has a dispute with, say a venue,
> they could sue any member of the association as they would be jointly and
> severally liable.

Yes, and quickly set aside. When v1 was setting up we envisaged some
substantial donations being made to WMUK and I don't see that being any
less likely this time around. As a general rule, companies don't like
giving money to unincorporated individuals as there is a whole lot of
risk; they want a 'body corporate' which has to be public about everything
where an unincorporated association can keep just about everything
private.

Alison
(still WMUK for the time being!)

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Thomas Dalton | 3 Sep 2008 19:37

Re: Wikimedia v2 structure

>> The main problem with this is unlimited liabilities - if you are a member
>> of the association and the association has a dispute with, say a venue,
>> they could sue any member of the association as they would be jointly and
>> severally liable.
>
> Yes, and quickly set aside. When v1 was setting up we envisaged some
> substantial donations being made to WMUK and I don't see that being any
> less likely this time around. As a general rule, companies don't like
> giving money to unincorporated individuals as there is a whole lot of
> risk; they want a 'body corporate' which has to be public about everything
> where an unincorporated association can keep just about everything
> private.

Yes, we've also considered it and quickly set it aside, for much the
same reasons and others. The fact that the board could be held liable
for pretty much everything is an issue, as is the fact that any
contract with the association would actually be a contract with the
members of the board personally - would the WMF even want to sign the
trademark agreement with individual Wikimedians (I'm not sure what
happens with contracts like that if there's a change of board, but it
can't be as simple as with an incorporated charity where there is no
issue whatsoever)? Also, if we're as successful as we hope to be in
the long term, there's a possibility of hiring staff which works much
better if we're incorporated (if it's even possible otherwise). An
unincorporated charity cannot own land, although I doubt that will be
an issue (if we want an office, we'll most likely rent one).

Basically, associations work best for small charities that never
expect to grow and have an extremely limited said of aims (the local
school's parents-teachers association, say). That's not us.

BTW, Alison, since you've been talking to Companies House, I take it
things are moving forward with the winding up. Do you have a timetable
for that? While it's not essential, it would be great if the old
chapter was completely gone by the time we get to the stage of wanting
to sign an agreement with WMF (a couple of months yet at least, I
would expect).

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Andrew Turvey | 4 Sep 2008 23:15

Wikimedia v2 structure

>> The main problem with this is unlimited liabilities - if you are a member
>> of the association and the association has a dispute with, say a venue,
>> they could sue any member of the association as they would be jointly and
>> severally liable.
>
> Yes, and quickly set aside. When v1 was setting up we envisaged some
> substantial donations being made to WMUK and I don't see that being any
> less likely this time around. As a general rule, companies don't like
> giving money to unincorporated individuals as there is a whole lot of
> risk; they want a 'body corporate' which has to be public about everything
> where an unincorporated association can keep just about everything
> private.

Yes, we've also considered it and quickly set it aside, for much the
same reasons and others.

.....

I'm glad it appears these things have been adequately considered. It begs the question, though, why not just revive the old company, elect a new board and keep going where it left off?

Andrew

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Thomas Dalton | 4 Sep 2008 23:45

Re: Wikimedia v2 structure

2008/9/4 Andrew Turvey <raturvey <at> yahoo.co.uk>:
>>> The main problem with this is unlimited liabilities - if you are a member
>>> of the association and the association has a dispute with, say a venue,
>>> they could sue any member of the association as they would be jointly and
>>> severally liable.
>>
>> Yes, and quickly set aside. When v1 was setting up we envisaged some
>> substantial donations being made to WMUK and I don't see that being any
>> less likely this time around. As a general rule, companies don't like
>> giving money to unincorporated individuals as there is a whole lot of
>> risk; they want a 'body corporate' which has to be public about everything
>> where an unincorporated
>  association can keep just about everything
>> private.
>
> Yes, we've also considered it and quickly set it aside, for much the
> same reasons and others.
>
> .....
>
> I'm glad it appears these things have been adequately considered. It begs
> the question, though, why not just revive the old company, elect a new board
> and keep going where it left off?

Alison doesn't trust us and we don't trust Alison, so it's easiest to
just start over.

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joseph seddon | 5 Sep 2008 02:12

WMUK election committee

As you all may or may not be aware, WMUK are going to be having elections to form
an interim board, to run WMUK and be responsible for the running of the until the
time that the company is formed. Until now, the elections have mostly been arranged
by those participating in them, and i feel that this is not particularly a good thing
and I wanted to improve the legitimacy of these elections. Following separate
discussions with Cary Bass and Tom Dalton the idea that I would like to propose is to
have what is effectively an election committee designed to oversee the running of
the WMUK elections. The proposed make up of this board is as follows, two
representatives from the UK, one person from ChapCom and one from the foundation
board, however any of those numbers and where the members are sourced from
can change if a consensus for it exists.

The role of this committee would be to oversee the elections, ranging from deciding

the timetable of events, overseeing the voting stages including the methods and

medium the voting will take place in and finally the verifying and announcement of

the results. I hope that this would allow the UK board an amount of legitimacy in the

running of WMUK in the eyes of the UK community and also the foundation.

If the UK community has no issues I would like to offer my services to organise this.

Comments would be grateful.

User:Seddon <at> en-wiki

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joseph seddon | 5 Sep 2008 02:14

WMUK election commitee

As you all may or may not be aware, WMUK are going to be having elections to form
an interim board, to run WMUK and be responsible for the running of the until the
time that the company is formed. Until now, the elections have mostly been arranged
by those participating in them, and i feel that this is not particularly a good thing
and I wanted to improve the legitimacy of these elections. Following separate
discussions with Cary Bass and Tom Dalton the idea that I would like to propose is to
have what is effectively an election committee designed to oversee the running of
the WMUK elections. The proposed make up of this board is as follows, two
representatives from the UK, one person from ChapCom and one from the foundation
board, however any of those numbers and where the members are sourced from
can change if a consensus for it exists.

The role of this committee would be to oversee the elections, ranging from deciding

the timetable of events, overseeing the voting stages including the methods and

medium the voting will take place in and finally the verifying and announcement of

the results. I hope that this would allow the UK board an amount of legitimacy in the

running of WMUK in the eyes of the UK community and also the foundation.

If the UK community has no issues I would like to offer my services to organise this.

Comments would be grateful.

User:Seddon <at> en-wiki

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Tom Holden | 5 Sep 2008 02:50

Re: WMUK election commitee

Seems a little excessive. This election was never expected to be perfect.

2008/9/5 joseph seddon <life_is_bitter_sweet <at> hotmail.co.uk>:
> As you all may or may not be aware, WMUK are going to be having elections to
> form
> an interim board, to run WMUK and be responsible for the running of the
> until the
> time that the company is formed. Until now, the elections have mostly been
> arranged
> by those participating in them, and i feel that this is not particularly a
> good thing
> and I wanted to improve the legitimacy of these elections. Following
> separate
> discussions with Cary Bass and Tom Dalton the idea that I would like to
> propose is to
> have what is effectively an election committee designed to oversee the
> running of
> the WMUK elections. The proposed make up of this board is as follows, two
> representatives from the UK, one person from ChapCom and one from the
> foundation
> board, however any of those numbers and where the members are sourced from
> can change if a consensus for it exists.
>
>
> The role of this committee would be to oversee the elections, ranging from
> deciding
> the timetable of events, overseeing the voting stages including the methods
> and
> medium the voting will take place in and finally the verifying and
> announcement of
> the results. I hope that this would allow the UK board an amount of
> legitimacy in the
> running of WMUK in the eyes of the UK community and also the foundation.
>
> If the UK community has no issues I would like to offer my services to
> organise this.
> Comments would be grateful.
>
> User:Seddon  <at>  en-wiki
> ________________________________
> Try Facebook in Windows Live Messenger! Try it Now!
> _______________________________________________
> Wikimedia UK mailing list
> wikimediauk-l <at> wikimedia.org
> http://meta.wikimedia.org/wiki/Wikimedia_UK
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
>
>

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joseph seddon | 5 Sep 2008 02:58

Re: WMUK election commitee

I see no reason not to aim for it to be as perfect as possible. I am not talking about on the
scale that the foundation elections are, simply a small group to ensure that this election is
being run as fairly as possible.

> Date: Fri, 5 Sep 2008 01:50:40 +0100
> From: thomas.holden <at> gmail.com
> To: wikimediauk-l <at> lists.wikimedia.org
> Subject: Re: [Wikimediauk-l] WMUK election commitee
>
> Seems a little excessive. This election was never expected to be perfect.
>
> 2008/9/5 joseph seddon <life_is_bitter_sweet <at> hotmail.co.uk>:
> > As you all may or may not be aware, WMUK are going to be having elections to
> > form
> > an interim board, to run WMUK and be responsible for the running of the
> > until the
> > time that the company is formed. Until now, the elections have mostly been
> > arranged
> > by those participating in them, and i feel that this is not particularly a
> > good thing
> > and I wanted to improve the legitimacy of these elections. Following
> > separate
> > discussions with Cary Bass and Tom Dalton the idea that I would like to
> > propose is to
> > have what is effectively an election committee designed to oversee the
> > running of
> > the WMUK elections. The proposed make up of this board is as follows, two
> > representatives from the UK, one person from ChapCom and one from the
> > foundation
> > board, however any of those numbers and where the members are sourced from
> > can change if a consensus for it exists.
> >
> >
> > The role of this committee would be to oversee the elections, ranging from
> > deciding
> > the timetable of events, overseeing the voting stages including the methods
> > and
> > medium the voting will take place in and finally the verifying and
> > announcement of
> > the results. I hope that this would allow the UK board an amount of
> > legitimacy in the
> > running of WMUK in the eyes of the UK community and also the foundation.
> >
> > If the UK community has no issues I would like to offer my services to
> > organise this.
> > Comments would be grateful.
> >
> > User:Seddon <at> en-wiki
> > ________________________________
> > Try Facebook in Windows Live Messenger! Try it Now!
> > _______________________________________________
> > Wikimedia UK mailing list
> > wikimediauk-l <at> wikimedia.org
> > http://meta.wikimedia.org/wiki/Wikimedia_UK
> > http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
> >
> >
>
> _______________________________________________
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Thomas Dalton | 5 Sep 2008 03:09

Re: WMUK election commitee

2008/9/5 Tom Holden <thomas.holden <at> gmail.com>:
> Seems a little excessive. This election was never expected to be perfect.

It's not perfection, it's legitimacy. At the moment, it's being
organised primarily by some of the candidates, which doesn't look
good. Assuming we can find people willing to sit on the committee, it
can only be a good thing.

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