Wikimedia UK/Meetings/2006.i.29
The below is a log of the meeting about setting up Wikimedia UK on 2006.i.29.
[19:57:06] <jon-jguk> hello there
[19:57:31] <AlisonW> Suggested agenda:
[19:57:31] <AlisonW> 1) Feedback on progress of our incorporation.
[19:57:31] <AlisonW> 2) Question and answer session: bylaws, chapter status, UK laws,
[19:57:31] <AlisonW> membership etc
[19:57:31] <AlisonW> 3) A.O.B.
[19:57:32] <AlisonW> 4) Date of next meeting
[19:57:58] <jon-jguk> ok with me
[19:58:16] * AlisonW asks Gordon as he thought it up ...
[19:58:18] * cormaggio has joined #wikimedia-uk
[19:58:41] <jon-jguk> hello Cormac
[19:58:53] <cormaggio> hi there
[19:59:05] * Angela has joined #wikimedia-uk
[19:59:06] <cormaggio> just cooking now so will be with you all shortly
[19:59:30] <cormaggio> hi Angela
[19:59:34] <AlisonW> lol ... I'm about to go make something myself (though I'm very used to having IRC meetings concurrent with cooking anyway!
[19:59:39] <Angela> Evening cormaggio.
[20:00:01] <cormaggio> cook n chat - its fun!
[20:00:06] * jon-jguk has already eaten
[20:00:12] <jon-jguk> :)
[20:00:26] <AlisonW> (I also have ER on the tv ...)
[20:00:59] * jon-jguk has also just got a TV tuner for his laptop and may therefore be somewhat distracted if anything good's on
[20:01:00] <cormaggio> should we have made this at nine UTC instead
[20:01:05] * Mafeu|Away has joined #wikimedia-uk
[20:01:40] <jon-jguk> Hello Matthew
[20:01:40] * Mafeu|Away has left #wikimedia-uk
[20:01:46] <jon-jguk> goodbye Matthew
[20:02:57] <jon-jguk> Hang on, Alison - why can't you watch ER at 9pm on E4+1?
[20:03:11] <AlisonW> cos I'll be doing summat else then!
[20:03:26] <jon-jguk> I see Father Ted's on More4 at 9pm
[20:04:15] <AlisonW> well I suppose I could watch West Wing for the third time and catch ER in an hour ... bit
[20:04:23] <AlisonW> anyway ... *James" !!!
[20:04:58] <cormaggio> james is away, so he says
[20:05:12] <jon-jguk> did James say he'd be here?
[20:05:35] <AlisonW> given that james has the paperwork master, etc ...
[20:05:38] <cormaggio> i think he did yes
[20:05:51] <AlisonW> and he has ops and is online then yes, we're waiting on him (sfaiac)
[20:06:00] <jon-jguk> he has put up what he called the "final paperwork" on meta
[20:06:24] <AlisonW> if it was "final" we would have met IRL today!
[20:06:32] <jon-jguk> I confess I haven't read Table C, which I should have done - have you, Alison?
[20:07:32] * Gordon_Joly walks across the floor and spits
[20:07:44] <jon-jguk> Gordon, how come?
[20:07:52] <Gordon_Joly> oh, kinda my thing
[20:08:06] <Gordon_Joly> ok
[20:08:15] <Gordon_Joly> are we quorate?
[20:08:22] <Gordon_Joly> James F?
[20:08:30] <AlisonW> haven't looked at it in a while but basically it gives us all the defaults from where we override what we only need to
[20:08:33] <Gordon_Joly> AndrewW?
[20:09:22] <Gordon_Joly> OK.
[20:09:22] <jon-jguk> AlisonW - I know, but probably worth a quick readthrough to see if there's something we really don't want (mind you, the AoA and MoA will be living documents anyway)
[20:09:27] <Gordon_Joly> Without James....
[20:11:18] <AlisonW> Gordon .. I agree ... as he started the channel we know he is around ... somewhere!
[20:12:56] * cormaggio changes topic to 'http://meta.wikimedia.org/wiki/Wikimedia_UK | IRC meeting today at 20:00 UTC Finalising documentation - see: http://meta.wikimedia.org/wiki/Wikimedia_UK/Memorandum_of_Association and http://meta.wikimedia.org/wiki/Wikimedia_UK/Articles_of_Association�'
[20:12:56] <Gordon_Joly> Last seen 16:52
[20:13:10] <Gordon_Joly> Good - let's go
[20:13:15] <Gordon_Joly> Are these agreed?
[20:13:23] <Gordon_Joly> Do we agree the MoA and AoA?
[20:13:36] <AlisonW> in response to suggestion, I've simplified the catch-all clause
[20:13:39] <AlisonW> sent to mailling list
[20:13:41] <jon-jguk> I'll sign the former
[20:13:55] <AlisonW> otherwise, I'm pretty happy ...
[20:14:26] * Talrias has joined #wikimedia-uk
[20:14:36] <Talrias> hi
[20:14:39] <Gordon_Joly> Are we agreeing the current versions or putative versions?
[20:14:52] <Gordon_Joly> Hi Talrias
[20:15:24] <AlisonW> I don't believe the versions at those links at the ones reviewed / discussed / resulting from the meeting two weeks ago though
[20:15:40] <cormaggio> ah ok
[20:15:50] <Gordon_Joly> James updated a document yesterday
[20:16:16] <Gordon_Joly> # )
[20:16:16] <Gordon_Joly> # (diff) (hist) . . Wikimedia UK/Articles of Association; 10:50 . . Jdforrester (Talk) (Final update.)
[20:16:41] <cormaggio> so is the current documentation the pdf versions on the respective pages?
[20:16:42] <Gordon_Joly> Are we agreed on the versions posted now?
[20:17:02] <Gordon_Joly> Wish we had version numbers on these documents!
[20:17:07] <Talrias> anything anyone wants an extra pair of eyeballs on?
[20:17:13] <Gordon_Joly> Sure
[20:17:20] <Gordon_Joly> MoA and AoA
[20:17:29] <Talrias> right
[20:18:13] <Talrias> any preference for which one first? :)
[20:18:16] <AlisonW> ah .,. ok. the date on those pages still states 27 nov 2005 though
[20:18:22] <Gordon_Joly> Do we have the feed back from the lawyer? Do we have the feedback from the Foundation?
[20:18:40] <Gordon_Joly> (last) = difference with preceding version, M = minor edit.
[20:18:40] <Gordon_Joly> * (cur) (last) 10:50, 28 January 2006 Jdforrester (Final update.)
[20:18:40] <Gordon_Joly> * (cur) (last) 20:57, 19 January 2006 Jdforrester (→The draft - Add the Table-C stuff.)
[20:18:43] <Gordon_Joly> * (cur) (last) 18:25, 18 January 2006 Jdforrester m (Demanding public. :-))
[20:18:47] <Gordon_Joly> * (cur) (last) 22:38, 17 January 2006 Jdforrester m (Whoops.)
[20:18:49] <Gordon_Joly> * (cur) (last) 22:33, 17 January 2006 Jdforrester (Changes as agreed; note that this misses out the signiatures stuff as I check for the correct wording.)
[20:18:53] <Gordon_Joly> * (cur) (last) 14:19, 2 January 2006 Jdforrester (Update.)
[20:18:55] <Gordon_Joly> * (cur) (last) 13:25, 30 December 2005 Thryduulf (rv to James F. 1. "Please do not edit this page directly". 2. "byelaws" (with an e) is the correct UK spelling and is used throughout this document)
[20:18:59] <Gordon_Joly> * (cur) (last) 01:35, 30 December 2005 65.26.150.243
[20:19:02] <Talrias> it's going to be called Wiki Educational Resources then?
[20:19:02] <Gordon_Joly> * (cur) (last) 23:12, 11 December 2005 Jdforrester (Fold in.)
[20:19:05] <Gordon_Joly> OK?
[20:19:07] <Gordon_Joly> Yes
[20:19:11] <Gordon_Joly> Nice name huh?
[20:19:19] <Talrias> i guess we can't use Wikimedia UK then
[20:19:24] <Gordon_Joly> Indeed
[20:19:32] <cormaggio> no feedback from the foundation as yet, but Angela's here now
[20:19:34] <cormaggio> Angela: when's the next board meeting?
[20:19:36] <Gordon_Joly> Shall we start the Q an A???
[20:19:43] <Talrias> it's quite a long name
[20:19:53] <Gordon_Joly> Angela? What does the board think?
[20:19:55] <Angela> Not until Feb 26.
[20:20:02] <Gordon_Joly> OK
[20:20:08] <cormaggio> Talrias: It's the best we've come up with so far
[20:20:15] <Talrias> why can't we use Wikimedia?
[20:20:16] <Gordon_Joly> Name - we have to be W E R until we exist in UK Law.
[20:20:16] <Angela> We're waiting for a report from Delphine.
[20:20:19] <cormaggio> feel free to propose something better if you like
[20:20:20] <jon-jguk> Talrias - it is a reasonable name, and is a workable name
[20:20:34] <cormaggio> ok thanks
[20:20:46] <cormaggio> haven't checked ina while
[20:20:54] <Talrias> can we have Wiki Educationable Resources instead? ;)
[20:20:57] * Talrias reads document
[20:20:59] <jon-jguk> Then I think we should incorporate now, and if the Foundation asks for tweaks to the MoA and AoA we will put those through later
[20:21:00] <Gordon_Joly> The name is the name of the company, registered in England and Wales. We will trade as Wikimedia UK later
[20:21:11] <AlisonW> "Feb 26" worries me a *lot* as that is another month's delay ...
[20:21:22] <Gordon_Joly> When will Delphine report?
[20:21:25] <jon-jguk> Talrias - No. We really need to stop debating the name - it takes up a lot of time for little real benefit
[20:21:31] <Talrias> jon-jguk: that was a joke name
[20:22:02] <Gordon_Joly> Delphine will report on Feb 26th 2006? is that correct?
[20:22:06] <AlisonW> from my pov the only things related to the Company up for discussion now are any of the changes made at the last meeting
[20:22:09] <Talrias> to undertake and carry on any other business which may seem to
[20:22:09] <Talrias> the Company capable of being conveniently carried on in connection
[20:22:09] <Talrias> with any of the above specified objects, or calculated directly or
[20:22:09] <Talrias> indirectly to enhance the value of or render profitable any of the
[20:22:09] <Talrias> Company.s property or rights, and to conduct and carry on any part
[20:22:11] <Talrias> of the Company.s business as a separate concern, and to employ in
[20:22:14] <Talrias> any such separate business any particular part of the Company.s
[20:22:16] <Talrias> capital, and to keep separate capital and income accounts of any
[20:22:19] <Talrias> such separate part of the Company.s business and so far as any
[20:22:21] <Angela> there's no need to wait for the board meeting. What exactly do you need from the Board? Just approval of the MOA etc?
[20:22:21] <Talrias> separate part of the business is the business of an investment or
[20:22:24] <Talrias> trust company, or of a nature similar thereto, to receive and keep
[20:22:26] <AlisonW> otherwise this meeting should concentrate on what happens *after* incorporation
[20:22:26] <Talrias> separate the dividends, income, profit, bonuses and advantages of
[20:22:29] <Talrias> every description from time to time payable or receivable in respect
[20:22:32] <Talrias> of the Company.s investments, and to divide the excess of current
[20:22:34] <Talrias> receipts over current expenditure relating to such separate part
[20:22:37] <Talrias> without regard to any fixed capital that may be sunk or lost, or to
[20:22:39] <Talrias> the loss of capital in any other part of the Company.s business.
[20:22:42] <Talrias> whoops
[20:22:46] <AlisonW> I don't believe that rehashing the rehashing of the AoAO and MoA is a suitable / sensible thing to do
[20:22:47] <Talrias> uhm
[20:22:48] <Gordon_Joly> FLOOD!
[20:22:50] <Talrias> is there any chance we can have that in non-legalese?
[20:23:00] <Gordon_Joly> Non
[20:23:07] <Gordon_Joly> This is legal - trust me
[20:23:37] <Gordon_Joly> These are "template" documents to save time
[20:23:39] <cormaggio> Angela: I thought board approval is what Delphine and Anthere have been asking about on the mailing list
[20:24:10] <Talrias> can I ask why in 4. a. i. we can't take part in permanent trading?
[20:24:20] <Gordon_Joly> So the meeting of 27th November 2005 with Jimbo was wasted?
[20:24:53] <cormaggio> no meetings will have been wasted
[20:24:56] <AlisonW> How a body incorporates in the UK is basically a matter of forma nd law; the Board is only required, really, to state it is happy tfor taht to happy and will permit the new company to utilise the operating name and trademakrs in this country
[20:25:04] <Gordon_Joly> Talrais - probably a standard clause.
[20:25:22] <Angela> I don't really see what the problem is. Just tell the Board when the documents are finalised and we can ok them a couple of days after that if Delphine's got no problems with them.
[20:25:24] <jon-jguk> I think it's clear we're not too far off having something the Board will approve (and probably are already there anyway). I think we should proceed, and if the Foundation asks for amendments to our constitution, we can do those later
[20:25:30] <AlisonW> Talras ... restriction of charity law
[20:25:41] <jon-jguk> But we need to incorporate to get bank accounts, meet, exist, etc.
[20:25:52] <Talrias> my student union is a charity but has a permanent trading wholly owned subsidiary
[20:26:00] <Talrias> it's Talrias, by the way
[20:26:01] <Gordon_Joly> I am sure
[20:26:02] <Angela> I assumed Delphine had been following this and would report to the Board when you were ready for us to approve it.
[20:26:08] <AlisonW> we cannot apply for Charity status *until* the company is registered. That registrastion will take some time to process too
[20:27:10] <AlisonW> I do not believe that the Board will ask for amendments which will affect the "rtegistration" process
[20:27:21] <AlisonW> but mnight in terms of "operation" subseruquently
[20:27:47] <AlisonW> trhe classification we will be registering under as a charity is non-trading
[20:27:52] <jon-jguk> AlisonW - I think you are almost certainly correct. We should certainly proceed on that assumption.
[20:28:01] <AlisonW> and creating a separate trading arm is beyond the requirements for the new body
[20:28:02] <Talrias> read the MOA
[20:28:13] <Talrias> it seems to be fairly standard charity legalese :)
[20:28:19] <AlisonW> plus has commercial / accounting effects which we don't need / want
[20:29:21] <AlisonW> In the simplistic sense, the Board (indeed all wikipedians!) just have to be happy that the new Company(later Charity) will not be able to just give any money it raises to the people involved in creating and running it
[20:29:26] <AlisonW> (sadly!)
[20:29:41] <AlisonW> but will be doing good, wiki-related activities that benefit the wikpedia/wikimedia world
[20:30:15] <cormaggio> yes
[20:30:20] <cormaggio> so, am I correct in understanding we *could* have had an incorporation meeting today?
[20:30:30] <AlisonW> I believe we could have, indeed should have
[20:30:35] <Talrias> who are going to be the Directors?
[20:30:41] <AlisonW> but I accept that paperwork is still an issue
[20:30:52] <jon-jguk> cormaggio - we don't even need to meet. We could all go separately to James's house and sign:)
[20:31:02] <cormaggio> nod
[20:31:29] <AlisonW> Talrias; the most recent IRL meeting discussed that and a number of people were discussed and voted upon to hold the various positions at Incorpoeration
[20:31:42] <Talrias> how many?
[20:31:44] <AlisonW> they will, of course, resign at the first AGM but be able to stand for re-election
[20:31:45] <cormaggio> ah yes, and who/what were they?
[20:32:05] <cormaggio> there was scant details posted on the meeting page
[20:32:08] <jon-jguk> Chair - Alison
[20:32:11] <AlisonW> I do not have the full list (/me calls for James again!)
[20:32:14] <jon-jguk> Treasurer - me
[20:32:21] <jon-jguk> Press Officer - David Gerard
[20:32:28] <jon-jguk> (as if he needs more publicity:) )
[20:32:33] <cormaggio> secretary - Gordon?
[20:32:39] <jon-jguk> Officer without portfolio - James Forrester
[20:32:46] <jon-jguk> Company Secretary - Gordon
[20:32:51] <jon-jguk> who else was there, Alison?
[20:32:55] <AlisonW> (James was actually Officer-with-laptop)
[20:32:56] <Talrias> what's the point of an officer without portfolio
[20:33:10] <AlisonW> liaison
[20:33:25] <cormaggio> and Gordon?
[20:33:29] <jon-jguk> We want James on the Board - and it seems the best role for him
[20:33:35] <Talrias> i see
[20:33:57] <Talrias> the articles of memorandam state that quorum is 10 members or 10% of the membership
[20:33:58] <jon-jguk> Gordon won't be on the Board, he'll be Company Secretary, which means he'll attend meetings, etc., but not speak/vote at them
[20:34:01] <Talrias> whichever is fewest
[20:34:06] <cormaggio> ok
[20:34:14] <Talrias> that seems like a very low quorum
[20:34:16] <Talrias> is that normal?
[20:34:24] <AlisonW> yes; if anything it is actually high
[20:34:34] <jon-jguk> We had a Membership Officer too
[20:34:44] <cormaggio> and is that all the board members we'll need?
[20:34:45] <jon-jguk> who was that?
[20:34:47] <Talrias> what does the secretary do?
[20:34:50] <cormaggio> ah membership ok
[20:35:21] <AlisonW> "Secretary" means "Company Secretary" in company terms, likewise "Chair" means "Chair/MD"
[20:35:34] <jon-jguk> Talrias - he makes sure we're compliant as far as companies house is concerned
[20:35:43] <jon-jguk> and anything else he/we want Gordon to do
[20:35:44] <cormaggio> the others at the meeting were Scott, Andrew, and Secretlondon, n'est pas?
[20:35:57] <AlisonW> In essence we are somewhat of a cross-over between a voluntary organisation and a limited company
[20:36:08] <jon-jguk> though Gordon has indicated that he will stand down and not apply for re-election at the first AGM (which is a shame)
[20:36:26] <jon-jguk> Chris was there too
[20:36:34] <cormaggio> of course
[20:36:35] <Talrias> no i wasn't
[20:36:41] <Talrias> who's Chris?
[20:36:44] <AlisonW> People often change their mind as time goes on and we start to sort out how things happen / work ...
[20:36:53] <cormaggio> you're called Chris, Talrias?
[20:36:55] <Talrias> yes
[20:37:01] <AlisonW> there is more than one Chris in the world!
[20:37:04] <AlisonW> ;-)
[20:37:05] <Talrias> lies
[20:37:31] <cormaggio> Chris McKenna - that's Thryduulf
[20:37:31] <jon-jguk> Chris as in Thrydrulff (or approximately that) was there
[20:37:31] <Talrias> is there anything in this AOA which is different from a normal charity AOA?
[20:37:45] <Talrias> cormaggio: http://en.wikipedia.org/wiki/User:Talrias
[20:37:57] <jon-jguk> Talrias - there are some minor tweaks from the Charity Commission's standard
[20:38:08] <cormaggio> yes, i think I've looked you up - you're in manchester, right?
[20:38:08] <jon-jguk> the standard is available on the CC website
[20:38:11] <AlisonW> Other than saying there is no such thing as a "normal" charity, no, I don't believe there is anything substantially different from what one would expect in such an incorporation document
[20:38:34] <Talrias> cormaggio: that's right :)
[20:38:44] <cormaggio> I'm in the uni too
[20:38:50] <Talrias> there doesn't seem to be any mention of a Board
[20:38:53] <Talrias> cormaggio: you're at man uni?
[20:39:05] <cormaggio> yep, but we'll chat later
[20:39:11] <Talrias> ok
[20:39:48] <AlisonW> Talrias .. Company documents talk in terms of members; the board is a classification of members
[20:39:56] <Talrias> ah
[20:41:11] <AlisonW> Does anyone have anything to add on the AoA / MoA front?
[20:41:37] <jon-jguk> Just my signature:)
[20:41:44] <AlisonW> lol ... likewise ;-)
[20:41:54] * Talrias_ has joined #wikimedia-uk
[20:41:57] * JamesF|Away is now known as JamesF
[20:42:00] <JamesF> Bugger.
[20:42:00] <Talrias_> sorry
[20:42:03] <AlisonW> welcome back ...
[20:42:03] <JamesF> Sorry I'm so late.
[20:42:07] <jon-jguk> Bugger who?
[20:42:08] <AlisonW> indeed . ..
[20:42:13] * AlisonW looks at clock ...
[20:42:16] <AlisonW> ;-)
[20:42:23] <JamesF> Something came up unexpectedly.
[20:42:32] <AlisonW> no huhu
[20:42:42] <Talrias_> i pressed something on irssi and it stopped responding
[20:42:44] <JamesF> OK, so... any questions that I could help answer?
[20:42:45] <Talrias_> i was going to ask
[20:42:50] <Talrias_> what happens if we ever want to change the MOA or the AOA?
[20:42:52] <AlisonW> basically, we've had half-hour q&a on the AoA/MoA and settled on what we have
[20:43:03] <AlisonW> we pass a motion at the AGM
[20:43:05] <JamesF> Right.
[20:43:09] <AlisonW> and advise companies house that we did it
[20:43:16] <jon-jguk> Talrias - they can be changed on a vote supported by 75% or more members at an AGM or EGM
[20:43:18] <Talrias_> AlisonW: the AOA seems to say that it cannot be modified
[20:43:27] <jon-jguk> 75% of members attending and voting (that is)
[20:43:28] <AlisonW> nope .. *everything* can gbe modified
[20:43:47] <AlisonW> just a question of time it takes to do so
[20:43:48] <Talrias_> The rules or bye laws, shall be binding on all members of the
[20:43:48] <Talrias_> Company.
[20:43:48] <Talrias_> No rule or bye law shall be inconsistent with, or shall affect or
[20:43:49] <Talrias_> repeal anything contained in, the Memorandum or the Articles.
[20:43:51] <Talrias_> i'm referring to that
[20:43:59] <JamesF> Some things are harder to change than others (e.g., name), but...
[20:44:02] <AlisonW> that refers to external Law
[20:44:50] <AlisonW> basically, a motion can be brought to an AGM to amend the documents and, if passed by a siufficient majority, happens
[20:44:58] <AlisonW> that is then advised to the right bodies
[20:45:01] <JamesF> Talrias> We can't have bye laws that are incompatable with the constitutional documents; if we wanted to have them, we'd have to change the documents first.
[20:45:19] <Talrias_> ah, I see
[20:45:25] <jon-jguk> Most changes that happen will happen on a motion put forward and supported by the Board of Directors
[20:45:28] <Talrias_> sorry for the stupid questions :)
[20:45:36] <AlisonW> no prob ... questions are good things
[20:45:46] <AlisonW> they help create good answers
[20:45:50] <Talrias_> how does one join?
[20:45:57] <Talrias_> it says they apply to the directors
[20:46:03] <Talrias_> and the directors decide
[20:46:13] <JamesF> You apply to the Membership Director.
[20:46:24] <Talrias_> how does one apply
[20:46:30] <AlisonW> that's formalese ... basically you'll apply to "the company" as you would to anything else - like when you first signed up to wikipedia
[20:46:34] <JamesF> We haven't decided yet.
[20:46:41] <jon-jguk> In practice, at the beginning, we'll keep it small until we're registered as a Charity. Then the Membership Officer will let more people in
[20:47:35] <Talrias_> it says that you can only refuse membership if it's in the best interests of the company
[20:47:38] <AlisonW> indeed. As I put it at the meeting two weeks' ago, the beginning of this is a "big bang" and totally unlike what will happen in the future after all the paperwork is cpompleted
[20:47:43] <AlisonW> or even "completed"
[20:47:57] <JamesF> Talrias> But what actually is "in the best interests of the Company" is decided wholly on the whim of the Directors.
[20:48:26] <JamesF> BTW, I see that people want a version number. The version currently uploaded to the wiki (that is, yesterday) is version 5.
[20:48:31] <JamesF> By my internal numbering.
[20:48:32] <AlisonW> Refusal is - basically - unlikely unless it is clear that the person doesn't have the best interests of wikipedia/WMF/WER at heart, ie is a troll
[20:48:33] <Talrias_> i see
[20:49:00] <AlisonW> if we didn't have something like that we'd have to accept "everyone" no matter what their intentions
[20:49:15] <AlisonW> but I doubt we'll use the provision much, if at all
[20:49:21] <Talrias_> yeah, I'm just wondering about jguk's statement
[20:49:50] <jon-jguk> I mean we will not go actively looking for new members at least until we are registered as a charity
[20:50:01] <jon-jguk> If people come to us, and are clearly committed to a Wiki project
[20:50:03] <AlisonW> Somewhere the buck has to stop for practical purposes, thus between AGMs the board make the decisions, but an AGM can overturn anything
[20:50:14] <jon-jguk> then that (to my mind) is a completely different matter
[20:50:18] <Talrias_> ah I see jon-jguk :)
[20:50:29] <AlisonW> a Director is legally obliged to do their tasks in the best interests of the *Company*
[20:50:35] <Talrias_> to be honest, I don't really see what it will actually *do*
[20:50:52] <AlisonW> raise money, raise profile, do good things
[20:51:15] <jon-jguk> though I stress, we have not agreed membership criteria (or even discussed it other than to say under 18s will not be full members, and there will be some sort of annual fee)
[20:51:21] <AlisonW> spend money on related projects / services that benefit the wide wiki
[20:52:03] <jon-jguk> We'll be able to give money for specific purposes to the Foundation, other open source projects, support making free content more widely available in the UK and outside
[20:52:14] <jon-jguk> and GET GIFT AID!!!!!!!!!!!!!
[20:52:20] <Talrias_> i thought we couldn't just fundraise in the UK and donate to the foundatoin
[20:52:31] <AlisonW> on behalf of those that pay UK income tax
[20:52:36] <JamesF> Talrias> We can't donate blindly.
[20:52:41] <AlisonW> we can't ... bit there are "ways"
[20:52:43] <AlisonW> ;-P
[20:52:51] <JamesF> Talrias> That is, we can't exist to give money to the Foundation.
[20:53:09] <AlisonW> we "pay" other organisations to do work or something for us, and that includes the Foundation
[20:53:16] <JamesF> Talrias> But there's nothing stopping us deciding that giving money to the Foundation is a good idea, within the bounds of our Objects.
[20:53:19] <jon-jguk> Talrias - we won't just give money willy-nilly to the Foundation, but if they (or other open content providers) request a grant for some specific (a server, say), then we may, after considering the application, grant them money
[20:53:25] <AlisonW> whom we will "pay" for the use of the operating name
[20:53:26] <Talrias_> i see
[20:53:58] <JamesF> AlisonW> Possibly.
[20:54:06] <cormaggio> will we actually pay?
[20:54:22] <cormaggio> or set up a licensing agreement?
[20:54:25] <JamesF> Cormac> We might.
[20:54:31] <jon-jguk> I thought we'd pay no more than £1 for the name
[20:54:31] <cormaggio> hmm
[20:54:34] <Angela> None of the other chapters have paid.
[20:54:39] <AlisonW> James .. *everything* is a "possible"
[20:54:52] <JamesF> A rolling contract with them, renewed each year, would allow adjustment of the fee as appropriate.
[20:54:55] <jon-jguk> We'd need some valuable consideration - but 1p is valuable consideration
[20:54:58] <AlisonW> Angela ... each chapter operates under different legal restrictions
[20:54:59] <JamesF> For example.
[20:55:06] <JamesF> Actually, I rather like that idea.
[20:55:07] <AlisonW> that would be an effective legal way for the UK
[20:55:16] * JamesF nods.
[20:55:28] <AlisonW> charity law can be quite tight on what can and cannot be done
[20:56:17] <JamesF> Anyway...
[20:56:55] <JamesF> Are there any complaints or suggested changes to the constitutional documents?
[20:57:07] <cormaggio> but just fonally on that, does that need to be specified in our incorporation documents?
[20:57:08] <AlisonW> did you get my shortening of the catch-all para?
[20:57:12] <cormaggio> finally
[20:57:15] <AlisonW> sent it to list earlier
[20:57:49] * scottkeir has joined #wikimedia-uk
[20:57:59] <cormaggio> hi scott
[20:58:04] <JamesF> Cormac> Specifically, it can't be. We can't state whether or not the Foundation will agree to sign a contract with us as a fact in our constitutional documents.
[20:58:08] <JamesF> Heya Scott.
[20:58:13] <scottkeir> hello
[20:58:16] <JamesF> AlisonW> We definitely won't be setting one up?
[20:58:29] <AlisonW> and really we can't refer to the Foundation in the documents at all anyway!
[20:58:45] <cormaggio> right
[20:59:00] <AlisonW> James ... very unlikely that we'd need to create "profit" by the meaning of that word
[20:59:05] <JamesF> AlisonW> I thought that there was a possibility that we might be adopting a tri-partite structure at some point if necessary, for selling things (T-shirts, posters, etc.)?
[20:59:11] <AlisonW> and if we did need to do sobetter ways of doing it
[20:59:30] <AlisonW> can still sell stuff, what that extension did was allow the creation of "profit"
[20:59:36] <AlisonW> but we'll never have "profit"
[20:59:58] <AlisonW> our outgoings will always match our income
[21:00:15] <AlisonW> (Charities have "reserves" rather than "profit"
[21:00:20] <JamesF> AlisonW> Ah.
[21:00:30] <JamesF> AlisonW> So we won't have reserves?
[21:00:52] <jon-jguk> JamesF - yes, we will/may
[21:00:53] <AlisonW> we'll have "reserves" at times, of course, just not "profit" ones ;-)
[21:00:59] <JamesF> Ah.
[21:01:06] <JamesF> I finally... don't understand. ;-)
[21:01:15] <scottkeir> profit = surplus
[21:01:21] <scottkeir> surplus reserves are ok
[21:01:24] <JamesF> Surplus to what?
[21:01:25] <AlisonW> well some of you saw what David G wrote about me ...
[21:01:37] <AlisonW> Surplus to outgoings (temporarily speaking)
[21:01:46] <jon-jguk> JamesF - don't worry - you'll only have to concern yourself with the Charity SORP when we approve the accounts:)
[21:01:53] * JamesF nods.
[21:02:08] <JamesF> I'll enmesh myself in corporate accounting next month.
[21:02:13] <JamesF> :-)
[21:02:39] <jon-jguk> Anyway, if there are no objections to the MoA and AoA, we can get them signed and sent off
[21:02:55] <JamesF> Angela> We need official Board approval as given via Delphine for the constitutional documents before we can proceed.
[21:03:06] <JamesF> Angela> Apparently.
[21:03:10] <AlisonW> James .. beforew you arrived we decided we didn't
[21:03:22] <AlisonW> or, to rephrase, why?
[21:03:41] <JamesF> Has it changed that much since Wikimania?
[21:04:08] <JamesF> Alison> They have to be happy with them before they will issue a trademark use contract.
[21:04:16] <Angela> when do you need it? I thought the documents were not finalised yet, so what's the point in us approving something that will still change?
[21:04:18] <JamesF> Alison> Which is quite, well, important.
[21:04:23] <JamesF> Angela> They are finished.
[21:04:35] <Angela> The trademark contract can be done anytime if you don't want to call it wikimedia uk anyway.
[21:04:50] <jon-jguk> JamesF - as we've discussed we can incorporate now. If they really do need tweaks, we can deal with them later (and fairly quickly as long as we have small numbers)
[21:04:59] <JamesF> Angela> Well, legally we can't call ourselves Wikimedia UK at all.
[21:05:01] <AlisonW> I so wish Alison had been along last time, as she spent most of the meeting explaining with horrible examples why our carefully hammered-out clauses would be disastrous. I think what we have now will do. Now we run it past the lawyer. Again.
[21:05:02] <AlisonW> As I see it, we are incorporating "Wiki Education Resources operating as Wikimedia UK"
[21:05:03] <JamesF> So... :-)
[21:05:24] <Angela> Yes, but that's not because of anything the Foundation has said.
[21:05:39] <jon-jguk> We are incorporating "Wiki Educational Resources". We will note that we will want to use the operating name "Wikimedia UK"
[21:05:47] <Angela> We'd be happy to grant trademark use before you actually exist, which I hope Delphine explained already.
[21:05:55] <Angela> But I was told you didn't want that.
[21:06:06] <JamesF> jguk> Yes, but we /really/ would prefer to get them perfect now, not when we finally get around to asking the Foundation it after we've already got CH and CC approval
[21:06:15] <AlisonW> Strictly, of course, UK law does not permit anyone to enter into a contract with a body pre-incorporation, or vice -versa
[21:06:25] <JamesF> Angela> We can't enter into a contract... yes, as Alison said.
[21:06:30] <jon-jguk> JamesF - I doubt the Foundation will object to anything we have
[21:06:47] <AlisonW> All the Foundation can do is issue an "inprinciple" agreement
[21:06:49] <Talrias_> what can people do to help WER?
[21:07:01] <jon-jguk> We can't delay and delay and delay if we want this to happen
[21:07:13] <JamesF> jguk> If there is so little chance of an objection, why should we not delay a week or so to get approval?
[21:07:16] <AlisonW> Angela ... from what you've seen to date is there anything you would like to express comment on?
[21:07:22] <Angela> No, it's fine.
[21:07:32] <AlisonW> James ... meeting isn't until Feb 29
[21:07:34] <AlisonW> 27
[21:07:37] <jon-jguk> JamesF - it's delaying to 26 Feb not a week
[21:07:39] <JamesF> Meeting?
[21:07:44] <cormaggio> Talrias> think of possible projects
[21:07:45] <AlisonW> ok ... 26 ...!
[21:07:48] <JamesF> Oh, the next IRL meeting?
[21:07:50] <Angela> You don't need a board meeting to get approval of this.
[21:07:54] <JamesF> No, we don't.
[21:07:59] <JamesF> We need Delphine's permission.
[21:08:09] <AlisonW> "Permission" ???
[21:08:10] <JamesF> And she's yet to give it, but I've asked for it.
[21:08:17] <AlisonW> on what grounds ...?
[21:08:27] <JamesF> Permission in the non-legal sense.
[21:08:30] <AlisonW> "permission" is not a word I like to see in these circumstances!
[21:08:31] <Angela> No, just make a voting page somewhere are email the board asking them to vote on it.
[21:08:45] <JamesF> Angela> Would the internal wiki suffice?
[21:08:48] <Angela> Yes.
[21:09:13] <Angela> I'll probably copy it to the board wiki since most of the board don't bother looking there though.
[21:09:36] <JamesF> Gah. Delphine really should be here. :-)
[21:09:44] * JamesF doesn't want to duplicate effort.
[21:09:45] <Angela> Yes.
[21:09:53] <scottkeir> maybe she got the time wrong, like me?
[21:10:11] <JamesF> Aha, she's just logged on.
[21:10:31] * delphine has joined #wikimedia-uk
[21:10:35] <JamesF> Heya delphine.
[21:10:40] <delphine> hi :)
[21:10:46] <cormaggio> greetings
[21:10:48] <JamesF> How are you?
[21:11:34] <delphine> in a terrible mood :D
[21:12:07] <scottkeir> perfect! sounds like you'll agree to everything we want :-)
[21:12:07] <jon-jguk> bonsoir, delphine
[21:12:27] * AlisonW offers a massage
[21:12:49] <delphine> ok has the meeting started yet?
[21:12:59] <delphine> ( AlisonW I'll take the massage)
[21:13:08] <JamesF> Yes, about 70 minutes ago.
[21:13:19] <JamesF> I missed most of it, though. :-(
[21:13:25] <delphine> ok, I get confused with the whole thing
[21:13:29] <delphine> UTC and all
[21:13:31] <delphine> sorry about that
[21:13:39] <scottkeir> me too!
[21:13:52] <delphine> ok, can I say something about my bafflement?
[21:13:58] <AlisonW> please do ...
[21:14:02] <delphine> my bafflement has been resolved, of sorts.
[21:14:13] <delphine> I believe it came from a "choice of words"
[21:14:24] <delphine> as I understand, please correct me if I'm wrong
[21:14:34] <cormaggio> was that chapter or separate organisation?
[21:14:49] <delphine> "chapter" really implies in English a subordination link between the mother organisation and the "chapter"
[21:14:54] <delphine> is that right?
[21:15:01] <JamesF> Yes.
[21:15:02] <scottkeir> yes
[21:15:05] <delphine> ok
[21:15:08] <AlisonW> yes, there is that implication in english usually
[21:15:16] <jon-jguk> delphine - possibly
[21:15:22] <delphine> then scratch everything I ever said about WEP being a chapter
[21:15:31] <AlisonW> WER
[21:15:36] <delphine> WER
[21:15:43] <delphine> (sorry, had practices in mind, lol)
[21:15:44] <AlisonW> (which has unfortunate connertations when spoken!)
[21:15:57] <delphine> by this I mean
[21:16:00] <delphine> to this day
[21:16:05] <JamesF> Legally, we can't have that situation and be a Charity at the same time.
[21:16:34] <delphine> the Wikimedia Foundation has not issued any "policy" about "chapters"
[21:16:39] <delphine> there are guidelines
[21:16:44] <delphine> no policies and such
[21:16:55] <AlisonW> Basically, each "Chapter" in each country has to define itself according to the legal system of that country; we are doing so according to the UK company law and charity law requiements
[21:17:03] * Ant has joined #wikimedia-uk
[21:17:05] <delphine> and we probably have to find another name than "chapters"
[21:17:11] <JamesF> Heya Florence.
[21:17:12] <scottkeir> cool - so we are in the clear?
[21:17:25] <Ant> salut james
[21:17:37] <delphine> scottkeir: well, lemm get my glasses here ;)
[21:17:40] <cormaggio> Hiya Ant
[21:17:50] <Ant> lut cormac :-)
[21:17:52] <AlisonW> "Chapters" is fine as it is meaingful and not closely defined. indeed it is perfect!
[21:17:53] <JamesF> Delphine> We don't just want to be not-breaking-policy-because-there-isn't-one, though. We want to be great.
[21:18:34] <delphine> AlisonW: ok, but we really have to define the concept then
[21:18:45] <AlisonW> The UK *Company* can never be a subsidiary of a (foreign) organisation; charity and law prevents it being a realistic option for us
[21:18:51] <delphine> because in a way, none of the "chapters" so far really are "chapters" in the English sense
[21:18:55] <delphine> ifyouseewhatImean
[21:19:00] <AlisonW> however it can have close friendly relations with such an organisation
[21:19:07] <delphine> AlisonW: yep
[21:19:12] <JamesF> Delphine> Right, absolutely.
[21:19:22] * AlisonW looks forward to "close friendly relations"
[21:19:59] * Gordon_Joly drinks to that
[21:20:13] <cormaggio> :-)
[21:20:30] <scottkeir> associates
[21:20:32] <scottkeir> friends
[21:20:36] <JamesF> Family.
[21:20:37] <scottkeir> that kinda thing?
[21:20:38] <Gordon_Joly> buddies
[21:20:46] <JamesF> The global Wikimedia family of charities.
[21:21:03] <Gordon_Joly> We are a cluster
[21:21:04] <delphine> Gordon_Joly: I love buddies ;)
[21:21:25] <AlisonW> "Associate" can have a legal meaning here ... likewise there can't be a defined/able subsidiary relationship to the main WMF if we want to stay the right side of UK law
[21:21:41] <JamesF> Yes.
[21:21:47] <delphine> AlisonW: buddies should be safe ;)
[21:21:51] <delphine> so let me put this plainly
[21:21:54] <delphine> as I see it
[21:21:57] <JamesF> Delphine> It's a very American term, though.
[21:21:58] <scottkeir> well, there are plenty of organisations set up as "Friends of", to support UK charitie - eg the "AmericanFriends of the University of Edinburgh", the "Friends of Such Museum"
[21:21:59] <AlisonW> I suspect that with most countries similar will apply ... we can "associate" but not "affiliate"
[21:22:04] <delphine> WER is indeed a "chapter" in the Wikimedia sense
[21:22:07] <delphine> not in the legal sense
[21:22:10] <delphine> if that makes sense
[21:22:13] <JamesF> Yes.
[21:22:16] <AlisonW> look at the Red Cross. they are separate in each country in the legal sense
[21:22:25] <AlisonW> yes
[21:22:25] <Gordon_Joly> Age Concern UK
[21:22:35] <Gordon_Joly> U3A
[21:22:40] <Gordon_Joly> all examples
[21:22:41] * AlisonW loves legal double-talk even if DavidG things me perverted for doing so
[21:23:04] <JamesF> Delphine> Moving on, do we need the Board's blessing on the constitutional documents?
[21:23:04] <scottkeir> Red Cross - all the country charities are members/subscribers to Int Red Cross in Geneva, as I recall
[21:23:43] <AlisonW> I think you will find that they aren't *formal* subsidiaries, just make a payment to a central body in some manner
[21:23:56] <JamesF> AlisonW> Yes.
[21:24:03] <JamesF> AlisonW> Membership fees, IIRC
[21:24:09] <AlisonW> it's a bit like each country sending a delegate to the central body for a silly sum of money
[21:24:26] <AlisonW> serves the purpose (they are paying for the right to send someone) but keeps the legal separation
[21:24:26] <delphine> JamesF: well, considering that you guys have *nothing* to do with the Wikimedia foundation, I suppose I don't even need to give my go :P
[21:24:51] <AlisonW> We have *lots* to do with WMF ... just not /legally/ so ...
[21:25:05] <scottkeir> true, but as we want to be your buddies in future, it would be cool if you thought we were OK
[21:25:12] <JamesF> AlisonW> In much the same way that DT LLP UK is a member of the international DT association.
[21:25:16] <AlisonW> I rub your back, you rub ours :-)
[21:25:22] <delphine> AlisonW: yes, that is why I ask for a 2 day delay to give my formal go, I still need to reread that damn LaTeX thing ;)
[21:25:28] <JamesF> delphine> There's a difference between needing and wanting.
[21:25:35] * AlisonW agrees reading latex is annoying ...
[21:25:38] <JamesF> delphine> It's in PDF! Oy veh.
[21:25:41] <delphine> AlisonW: thanx!
[21:25:51] <Talrias_> haha
[21:26:46] <delphine> JamesF: is the pdf the latestestest version?
[21:26:57] <delphine> this said, I have followed every single email on the list
[21:26:58] <JamesF> Delphine> As in a few minutes old, tes. :-)
[21:27:05] <JamesF> s/tes/yes/
[21:27:11] <delphine> the legal cousel's advice and all
[21:27:11] <Gordon_Joly> James - don't kvetch
[21:27:18] <delphine> so i am pretty well informed
[21:27:22] <JamesF> Good.
[21:27:36] <delphine> so this is really a matter of rereading the thing
[21:27:39] <delphine> a last time
[21:28:48] <AlisonW> one thing in formatting ... could the numbers (eg MoA 4) be aligned with the next rather than leaving blank lines
[21:29:20] <AlisonW> there's an awful lot of white space at the sides too ..
[21:29:40] <delphine> AlisonW: are you seeing my aside conversation?
[21:29:42] <delphine> ;)
[21:29:47] <JamesF> Just standard publishing margins.
[21:29:50] <AlisonW> no
[21:29:54] <JamesF> I can shrink the margins, if you want.
[21:30:07] <AlisonW> James .. 1 inch is fine ... they'll not be looked at again after the first time
[21:30:12] <AlisonW> (if they bother then, ftm)
[21:30:30] <delphine> AlisonW: can you query me then?
[21:31:01] <jon-jguk> hello, can you see me now?
[21:31:18] <JamesF> jguk> Could we not beforehand?
[21:31:24] <AlisonW> hmmmn ... won't open me a second one delphine ... one moment I'll restart IRC ...
[21:31:38] * AlisonW has quit IRC ("User pushed the X"�)
[21:32:11] <jon-jguk> it's just my laptop's coming under a bit of attack from some trojan horse or virus at the moment, and didnt know if I'd overprotected it so nothing would come in
[21:32:15] * AlisonW has joined #wikimedia-uk
[21:32:27] <delphine> wb
[21:32:40] <jon-jguk> It appears to be specifically targeted at me, which is worrying
[21:33:02] <AlisonW> ??
[21:33:57] <jon-jguk> hopefully it's just automated personal attacking
[21:34:01] <AlisonW> one thing James ... before printing the documents out you'll need to find out who is signing and get their addresses etc so that they can be typed into the document
[21:34:07] <jon-jguk> and isn't just me
[21:35:18] <scottkeir> So... Delphine, you'll email us on the mailing list in a couple of days to let us know what you think, once you've done the final runthrough?
[21:35:25] <delphine> yep
[21:36:58] <JamesF> AlisonW> I'm aware of that, yes.
[21:37:12] <JamesF> AlisonW> Thus the final version will be non-public, of course.
[21:37:23] <JamesF> Which is a bit of an oddity, but. :-)
[21:37:58] <AlisonW> it will be public through the official channels though
[21:38:05] <AlisonW> unlike the email list
[21:38:21] <JamesF> Yes.
[21:38:26] <scottkeir> and you could easily publish the Memo and Arts online without the addresses
[21:40:47] <scottkeir> OK, and what's the next steps after that, assuming Delphine says yes?
[21:41:09] <JamesF> We have to physically sign the document.
[21:41:14] <JamesF> Fill out the forms for CH.
[21:41:14] <AlisonW> yes
[21:41:17] <JamesF> Sign those.
[21:41:20] <AlisonW> and those signed too
[21:41:31] <JamesF> Have the final signiature, at least, witnessed.
[21:41:56] <cormaggio> does that have to be the full temporary board?
[21:42:16] <JamesF> All 6 of us, yes.
[21:42:19] <jon-jguk> cormaggio - no, but we'll try to get the full board to sign it
[21:42:24] <JamesF> But not contemporaneously.
[21:42:50] <scottkeir> the memo has to be signed by the founding members, the witness only has to witness one signature on the form for companies house
[21:43:06] <AlisonW> James ... what are your movements this week?>
[21:43:12] <scottkeir> (one of the board/directors)
[21:43:20] <AlisonW> and where is the solicitor you are using based?
[21:43:37] <JamesF> Alison> Working, but at regular hours.
[21:43:43] <AlisonW> locale?
[21:43:45] <JamesF> We haven't settled on a solicitor yet.
[21:43:57] <JamesF> Working? Varies between the City and Westminster.
[21:44:02] <AlisonW> ok .. wasn't sure about who had been giving the legal once-over on the docs
[21:44:07] <JamesF> Home is in Islington.
[21:44:35] <jon-jguk> JamesF - when are you inviting us all over for a signing party? :)
[21:44:42] <AlisonW> that would seem easiest option
[21:45:05] <JamesF> The "legal once-over" was given by Diane Cabell, a lawyer who helped set up amongst others Creative Commons International.
[21:45:31] <scottkeir> and she's qual/knowledgeable about UK charity law? she seemed USfocused from her website?
[21:45:43] <JamesF> CCI is a UK charity.
[21:45:56] <JamesF> But, more specifically, she is knowledgeable, yes.
[21:46:00] <JamesF> How about Thursday or Friday, to give Delphine some time to review?
[21:46:14] <JamesF> But we'd need a Commissioner for Oaths.
[21:46:32] <jon-jguk> not at the signing party, we wouldn't
[21:46:47] <jon-jguk> you could do that alone the following week (earlier the better)
[21:47:03] <JamesF> Yeah.
[21:47:24] <scottkeir> JamesF: thanks, that's cool.
[21:48:58] <AlisonW> I could take the final paperwork for signature to my solicitor
[21:49:06] <AlisonW> quite easy to do
[21:49:10] <JamesF> That could work, too.
[21:49:16] <JamesF> I've got all the forms here.
[21:49:16] <cormaggio> ok, so I know of the Chair, PR, Treasurer and Secretary positions, with James as floater/liaison officer (?) - who are the other named members of the board?
[21:49:42] <JamesF> Should I try to fill them out or should we do that together at the "signing party"?
[21:49:58] <AlisonW> If we come to yours then it can be done there and then .
[21:50:02] <JamesF> Yeah.
[21:50:12] <AlisonW> safer in many ways to know you don't have to find the missing someone who was expected
[21:50:12] <JamesF> Unless they would take hours to fill out...?
[21:50:27] <jon-jguk> where do you live? - flat number and postcode!
[deleted]
[21:52:15] <AlisonW> possible date/times?
[21:52:20] <cormaggio> assuming some is keeping all this - my client seems to have torn off the beginning of the meeting :-(
[21:52:30] <cormaggio> some>someone
[21:54:21] <scottkeir> oh, and sign everything before you get with the party party... :-)
[21:54:39] <jon-jguk> James - who were on the list of the agreed initial board?
[21:54:48] <jon-jguk> I remember Alison, you, David, myself
[21:54:54] <jon-jguk> but weren't there two others?
[21:54:59] <JamesF> Andrew was Membership Director.
[21:55:34] <JamesF> Gordon was Company Secretary.
[21:55:36] <JamesF> That makes six.
[21:55:45] <cormaggio> thanks
[21:55:58] <JamesF> To confirm:
[21:56:06] <JamesF> Alison Wheeler - Chair
[21:56:08] <jon-jguk> oh, is Gordon to be on the Board too?
[21:56:20] <JamesF> Gordon Joly - Company Secretary
[21:56:32] <JamesF> David Gerard - Press Officer
[21:56:50] <JamesF> Jon Garrett - Treasurer
[21:57:32] <cormaggio> Andrew's second name is Walker, i think
[21:57:36] <JamesF> Andrew W... (oops) - Membership Director.
[21:57:38] <JamesF> Ah, right.
[21:57:43] <AlisonW> iirc *full* names have to be used
[21:57:46] <JamesF> I spent a frantic moment trying to remember.
[21:57:59] <AlisonW> thus ... Alison Mary Wheeler - Chair / MD
[21:58:00] <JamesF> And finally, James Forrester - Director without Portfolio.
[21:58:08] <JamesF> Understood.
[21:58:12] <jon-jguk> AlisonW - I'm sure we'll remember our full names when we fill out our details on Form 10:)
[21:58:30] <JamesF> jguk> They'd need to be typed into the final form, too.
[21:58:34] <JamesF> Along with addresses.
[21:58:42] <jon-jguk> JamesF - do they?
[21:59:01] * Gordon_Joly is now known as Gordon
[21:59:01] <scottkeir> for companies house, you need names and addresses and i think birthdates
[deleted]
[21:59:18] * Gordon is now known as Gordon_C_Joly
[21:59:31] <JamesF> Anyone forgetting their date of birth will get bollocked come signing. :-)
[21:59:33] <jon-jguk> Is that all you need? (and DO NOT PUBLISH THAT WITH THIS TRANSCRIPT)
[21:59:33] * Gordon_C_Joly knows where you live
[21:59:55] <scottkeir> Gordon: so no excuses for not sending a birthday card, eh?
[21:59:56] <JamesF> Obviously.
[22:00:39] <JamesF> You can just email them to me.
[22:00:45] <scottkeir> remember that as directors, your names and addresses will be helpd at companies house and will be accessible. Your names will also be available at the Charity Commission website as trustees
[22:00:57] <scottkeir> its not as scary as you think
[22:01:01] <JamesF> No need to put them on IRC and have me later scour them from the log.
[22:01:32] <jon-jguk> scottkeir - I know. However, as we will apply not to use "Limited" in our name, the names of our members will not be on the public record
[22:01:58] * AlisonW is standing for the council again so all voters will see my home address ... as have people looking at docs for previous companies I have been a director of
[22:02:22] <AlisonW> tbh, the use of "limited" is neither here nor there .. I'm happy for it to be there!
[22:02:31] <jon-jguk> AlisonW - Don't worry - with the LibDem's popularity diving bigtime at the moment, you won't get in;)
[22:02:43] <JamesF> jguk> Tsk. :-)
[22:02:58] <AlisonW> ahuh ... but every viter will read it n the polling slip
[22:03:02] <AlisonW> voter
[22:05:17] <AlisonW> so .. date / time proposed for this meeting thing?
[22:07:26] * AlisonW looks at James as he appears to have suggested this
[22:07:30] <JamesF> How is Friday for everyone?
[22:07:41] <jon-jguk> time?
[22:07:43] <JamesF> ... including David and Andrew, who aren't here.
[22:07:44] <AlisonW> Friday is always wortst day ...
[22:07:47] <JamesF> 19:00?
[22:07:52] <JamesF> OK, Thursday?
[22:07:59] <AlisonW> Thursday is good ...
[22:08:09] <cormaggio> would that be ok for delphine?
[22:08:18] <delphine> thursday is ok, not the best
[22:08:20] <delphine> but good
[22:08:23] <jon-jguk> Are you around (generally) next weekend, James? We don't all have to turn up at the same time
[22:08:32] <scottkeir> jon: you won't need to tell companies house of the members as you're a co limited by guarantee, not because of the lack of the word limited (you have to apply separately for that)
[22:09:03] <delphine> yes I will have given my answer by then
[22:09:05] <delphine> np
[22:09:21] <jon-jguk> if that's the case, then www.companieshouse.gov.uk has a very poorly worded paragraph on the matter
[22:09:40] <AlisonW> most of cohouse stuff is difficult to get meaningful data from!
[22:09:51] <AlisonW> one reason I once went and spent a day in Carfidd at their offices ...
[22:10:01] <JamesF> jguk> I'm at home from 19:00 or 19:30 on most days.
[22:10:03] <AlisonW> Caerdydd
[22:10:50] <jon-jguk> when will you have the papers/forms ready by? We need two copies, typed and numbered, of the MoA and Aoa
[22:11:51] <JamesF> That's not at all a problem.
[22:12:23] <scottkeir> "And if the company has share capital, the annual return must also contain: the names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders." sez http://www.companies-house.gov.uk/about/gbhtml/gba2.shtml - a Co Limited by Guarantee has no share capital, ergo...
[22:12:23] <JamesF> Once I've got the addresses, it will take a few seconds for them to be printed.
[22:12:57] * AlisonW will send data to James by email
[22:13:01] <JamesF> Good.
[22:13:19] <jon-jguk> scottkeir - I'm happy to believe the CH website has poorly worded information
[22:13:25] <jon-jguk> about s30
[22:16:11] <jon-jguk> JamesF - will you email us all about what times are convenient to visit you to sign docs. Also, if you add your tel no. to the email, we can let you know when we're coming
[22:16:15] <JamesF> Sure.
[deleted]
[22:16:29] <JamesF> But it's on silent when I'm at work.
[22:16:41] <JamesF> Were it to ring in court, I'd be in contempt and could go to gaol.
[22:16:49] <JamesF> Which is a bit of a pain, shall we say.
[22:17:03] <scottkeir> Just checked the CH website: no proposed names like WER, and no actual names - so we should be good to go.
[22:17:12] <AlisonW> James .. data sent
[22:17:37] <JamesF> Alison> And received.
[22:18:01] <JamesF> Ah.
[22:18:12] <JamesF> Are the names requring our PNLs?
[22:18:39] <scottkeir> PNL?
[22:18:49] <JamesF> Post Nominal Letters.
[22:18:56] <JamesF> For example, in my case, "MEng".
[22:19:01] <jon-jguk> mine are ACA and BA (Hons)
[22:19:10] <AlisonW> I'm never sure of that ...
[22:19:14] <jon-jguk> Am I safe to say goodnight now?
[22:19:31] <JamesF> jguk> I suppose.
[22:19:45] <jon-jguk> goodnight all
[22:20:10] * jon-jguk has quit IRC
[22:20:11] <JamesF> AlisonW> Will "Temporary clerical worker" suffice as my job?
[22:20:24] <AlisonW> leave out the temp
[22:20:32] <JamesF> Right-o.
[22:20:36] <AlisonW> make yourself sound good .. it is never checked and will be there a long time!
[22:21:01] <JamesF> Yes, well, it will be wrong by the end of this year. I hope so, anyway. :-)
[22:22:44] <scottkeir> "Honours etc" are optional on the Companies House foms
[22:23:39] <JamesF> Are degrees "etc."?
[22:24:16] <scottkeir> Required: Name, previous names, address, date of birth, nationality, business occupation, other directorships
[22:24:35] <scottkeir> Optional: Style/title (eg Mr), Honours etc
[22:24:38] <AlisonW> my MBA there then please ;-)
[22:25:11] <scottkeir> the required name being Forenames and Surname
[22:25:23] <AlisonW> Personal name and Family name
[22:25:38] <scottkeir> Are you not a Baroness yet Alison?
[22:25:45] <AlisonW> lol .. working on it ;-)
[22:26:52] <JamesF> Are we going to go with salutation?
[22:27:00] <JamesF> I'd prefer it, ideally.
[22:27:18] <scottkeir> (the wording on the form is Forenames and Surname)
[22:27:25] <AlisonW> not sure it adds / subtracts anything unless people have weird names
[22:27:31] <AlisonW> "forename" and "surname" are racist
[22:27:41] <AlisonW> and nationally-biased
[22:28:04] <JamesF> "Mr. James David Forrester, MEng (Hons.)" sounds better than "James David Forrester", of course.
[22:28:06] <scottkeir> For form 12 - it is up to you, it is just what you want companies house to use, if they, eg write to you)
[22:28:37] <scottkeir> This is where I find out none of you are Quakers...
[22:29:16] <cormaggio> what do Quakers put?
[22:29:40] <scottkeir> they don't use titles, and just use forename and surname
[22:29:48] <scottkeir> eg Dear Scott Keir
[22:29:48] <cormaggio> interesting
[22:29:58] <scottkeir> everyone is level then
[22:30:02] <JamesF> Seemingly.
[22:30:56] <scottkeir> anyway, put what you want for title and honours on form 12 - its just typed into a database by companies house
[22:32:08] <scottkeir> (so long as it is true)
[22:32:18] <scottkeir> It sounds like everyone is set though.
[22:33:15] <JamesF> Yes.
[22:33:24] <JamesF> So, shall we call this meeting to a close?
[22:34:07] <Gordon_C_Joly> Time gentlemen please!
[22:34:20] <scottkeir> <pops party popper>
[22:34:31] <Gordon_C_Joly> Don't you have homes to go to?
[22:34:39] * JamesF grins.
[22:34:48] <Gordon_C_Joly> Let's be having your glasses please!!
[22:34:50] <AlisonW> I formally announce that Wiki Educational Resources Limited will be founded by common consent on the evening of Thursday