I think it's important to recognise the shift in emphasis that has occurred 
since the foundation of Wikimedia UK. It was, of course, created as a 
non-profit company and only later gained charity status. This is perhaps 
obvious in the way the the articles reflect the earlier - dare I say simpler? - 
view that members took of the the purpose of WMUK, and of the function of its 
Board of Directors.

The Articles of Association 
https://wikimedia.org.uk/wiki/Articles_of_Association contain important 
guidance on how WMUK is actually constituted. and in the current situation, 
three articles are particularly relevant:

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.

20.9 The Directors shall appoint a Director to chair their meetings and may at 
any time revoke such appointment

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.

Taken together, it should be clear that the Chair serves at the will of the 
Board, which of course includes both elected and co-opted directors. 
Personally, I don't think it makes any difference whether the Chair is elected 
or co-opted. The choice is wholly controlled by the directors, and they are 
responsible to the membership, either directly or indirectly (in the case of 
co-options or replacements).

It should be equally clear, I hope, that any functions that the Chair exercises 
can only be those that the Board choses to assign to them. Although custom and 
practice have devolved numerous extra functions to the Chair, these cannot be 
inherent in the officer of Chair, and could be recalled by the Board at any 
time.

Similarly, the appointment of Chair can be revoked at any time. Taken with the 
prior point, I feel that this gives sufficient safeguards against any 
appointment that turns out to be problematical.

My only concern at present is that the Chair traditionally has represented the 
Chapter to the wider Wikimedia Movement, and I do hope that whoever is 
appointed will be able to play an active part in the international networks 
that have evolved over the years since we first proposed a Chapters Association.

I would also like to see the membership have a greater voice in the direction 
of WMUK, but I feel that can only be done by long-serving members putting 
themselves forward for election to the Board, and I sincerely hope that some 
will feel able to do so. If not, we may find ourselves in the position of 
having only one regular, long-term Wikipedia editor on the Board after the AGM.

-- 

Doug


> On 25 May 2021 at 19:09 Fæ <fae...@gmail.com> wrote:
> 
>     Happy to accept your reading of the Articles*, which would mean that the 
> Chair of the Charity would be a "co-opted trustee" under the current Article 
> definitions.
> 
>     Having an unelected Chair for the first time in the history of the 
> charity does not seem likely to be perceived by the majority of members as 
> the best way of giving members a meaningful vote on who represents them in 
> their charity.
> 
>     *  https://wikimedia.org.uk/wiki/Articles_of_Association
> 
>     Fae
> 
> 
>     On Tue, 25 May 2021 at 18:38, Joseph Seddon < josephsed...@gmail.com 
> mailto:josephsed...@gmail.com > wrote:
> 
>         > >         This does not require any amendment.
> > 
> >         Thanks,
> >         Seddon
> > 
> >         On Tue, May 25, 2021 at 6:14 PM Fæ < fae...@gmail.com 
> > mailto:fae...@gmail.com > wrote:
> > 
> >             > > >             Could you confirm this is the first time that 
> > the Chair of Wikimedia UK has been externally recruited rather than the 
> > role filled after being elected by the charity members as a trustee?
> > > 
> > >             Has the process for searching for "role" trustees and 
> > > electing them changed, and the charity's articles been amended and 
> > > published accordingly?
> > > 
> > >             Thanks,
> > >             Fae
> > > 
> > >             On Tue, 25 May 2021 at 16:52, Lucy Crompton-Reid < 
> > > lucy.crompton-r...@wikimedia.org.uk 
> > > mailto:lucy.crompton-r...@wikimedia.org.uk > wrote:
> > > 
> > >                 > > > >                 Dear all
> > > > 
> > > >                 Our excellent Chair of Trustees, Nick Poole, will be 
> > > > stepping down at the AGM in July after six years as a trustee (which is 
> > > > the maximum term) and just over a year as Chair. We are therefore 
> > > > recruiting for a new Chair, and are advertising the role externally as 
> > > > well as promoting the opportunity amongst our existing trustees, 
> > > > committee members, volunteers and wider networks. 
> > > > 
> > > >                 Please do consider whether this might be the right 
> > > > opportunity for you. If so, do feel free to contact our Communications 
> > > > and Governance Co-ordinator Katie on katie.cramp...@wikimedia.org.uk 
> > > > mailto:katie.cramp...@wikimedia.org.uk to arrange an informal 
> > > > conversation about the role. If not, we would be very grateful if you 
> > > > could help us to promote the role by circulating it amongst your own 
> > > > networks. Katie will be promoting the opportunity on social media so if 
> > > > you follow us there, please do share/retweet etc. 
> > > > 
> > > >                 The ideal candidate might come from a wide range of 
> > > > professional backgrounds but will have a good understanding of charity 
> > > > governance, the skills and experience to run productive meetings, and a 
> > > > collegiate, collaborative approach in keeping with the ethos of the 
> > > > Wikimedia movement. They will also bring a strong commitment to equity, 
> > > > diversity and inclusion and understand how important this is to an 
> > > > organisation like Wikimedia UK. It goes without saying that they will 
> > > > need to be passionate about open knowledge and understand the 
> > > > importance and value of Wikipedia and the other Wikimedia projects. 
> > > > 
> > > >                 To see the role description and/or download the 
> > > > recruitment pack, please go here:
> > > > 
> > > >                 
> > > > https://wikimedia.org.uk/wiki/Chair_of_the_Board_of_Trustees
> > > > 
> > > >                 The deadline is Sunday 6th June and interviews are 
> > > > likely to be on 14th June. 
> > > > 
> > > >                 Thanks and best wishes
> > > >                 Lucy
> > > > 
> > > >                 --
> > > >                 Lucy Crompton-Reid
> > > >                 Chief Executive
> > > > 
> > > > 
> > > > 
> > > >                  https://donate.wikimedia.org.uk/
> > > >                 Wikimedia UK https://beta.wikimedia.org.uk/ is the 
> > > > national chapter for the global Wikimedia open knowledge movement. 
> > > >                 Wikimedia UK is a Registered Charity No.1144513.Company 
> > > > Limited by Guarantee registered in England and Wales, Registered No. 
> > > > 6741827.
> > > >                 Registered Office Ground Floor, Europoint, 5 - 11 
> > > > Lavington Street, London SE1 0NZ 
> > > > https://maps.google.com/?q=5+-+11+Lavington+Street,+London+SE1+0NZ&entry=gmail&source=g
> > > >  . 
> > > > 
> > > > 
> > > > 
> > > >                 _______________________________________________
> > > >                 Wikimedia UK mailing list
> > > >                 wikimediau...@wikimedia.org 
> > > > mailto:wikimediau...@wikimedia.org
> > > >                 
> > > > https://lists.wikimedia.org/mailman/listinfo/wikimediauk-l
> > > >                 WMUK: https://wikimedia.org.uk
> > > > 
> > > >             > > > 
> > > 
> > >             --
> > >             fae...@gmail.com mailto:fae...@gmail.com 
> > > https://commons.wikimedia.org/wiki/User:Fae
> > >             _______________________________________________
> > >             Wikimedia UK mailing list
> > >             wikimediau...@wikimedia.org mailto:wikimediau...@wikimedia.org
> > >             https://lists.wikimedia.org/mailman/listinfo/wikimediauk-l
> > >             WMUK: https://wikimedia.org.uk
> > > 
> > >         > >         _______________________________________________
> >         Wikimedia UK mailing list
> >         wikimediau...@wikimedia.org mailto:wikimediau...@wikimedia.org
> >         https://lists.wikimedia.org/mailman/listinfo/wikimediauk-l
> >         WMUK: https://wikimedia.org.uk
> > 
> >     > 
>     _______________________________________________
>     Wikimedia UK mailing list
>     wikimediau...@wikimedia.org
>     https://lists.wikimedia.org/mailman/listinfo/wikimediauk-l
>     WMUK: https://wikimedia.org.uk
> 
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