Wikimedia v2 structure

[Andrew Turvey]

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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-2]

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]

>> 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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[David Gerard-2]

2008/9/3 Alison Wheeler <wikimedia@...>:

> 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.


Yeah. Basically, the desired goal is an organisation that is a
registered charity and can accept (a) tax-deductible donations (b)
GIFT AID!

That's what you want. All else is to get to that goal. Anything that
doesn't get to that goal, you should probably be doing something other
than.

WER was not the right vehicle for this (despite much pushing uphill)
and so it dies. Oh well, another entry in the corporate graveyard.
That this coincided with complete burnout from all involved is in fact
coincidence, but hey. Whatever can be got to work.


- d.

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[Gordon Joly]

At 07:03 +0100 5/9/08, David Gerard wrote:

>2008/9/3 Alison Wheeler <wikimedia@...>:
>
>>  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.
>
>
>Yeah. Basically, the desired goal is an organisation that is a
>registered charity and can accept (a) tax-deductible donations (b)
>GIFT AID!
>
>That's what you want. All else is to get to that goal. Anything that
>doesn't get to that goal, you should probably be doing something other
>than.
>
>WER was not the right vehicle for this (despite much pushing uphill)
>and so it dies. Oh well, another entry in the corporate graveyard.
>That this coincided with complete burnout from all involved is in fact
>coincidence, but hey. Whatever can be got to work.
>
>- d.

To date, no funds have been raised in the UK, with or without the
income tax recovered. Hence, fund raising over the past two years was
all USA based.


Gordo

--
"Think Feynman"/////////
http://pobox.com/~gordo/
gordon.joly@...///

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