Forum:Weird Gloop constitution

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This thread was archived on 9 February 2020 by Gaz Lloyd.

Hi everyone,

I'd like to propose that we introduce a constitution for Weird Gloop. The purpose of this would be to have agreed standards and procedures for how the company should be run. We've largely muddled along just fine for the last year, but as people are correctly identifying in Forum:Change to the structure of Weird Gloop board we haven't made contingency plans for how we should handle difficult situations that might come up in the future. With the current directors' terms coming to an end, it's a good time to also look at the election process to run this time around as well as defining how we want the board to operate.

I have made a draft constitution that is modelled on a standard-ish club constitution works in the UK. I feel like that approach of management is very similar to how we want to be running Weird Gloop. You can see the draft here: [1] as well as some comments that the current board have already made.

You'll notice that that I have written this assuming some changes to current processes, which I'll TL;DR propose here:

  • Add a PT-BR member to the management committee.
  • Add specific roles for members to perform.
  • Change election process to 1 week to submit nominations and 2 weeks for discussion and voting (happening simultaneously).
  • Responsibility for the admin of election process to be done by the company directors.

I'll leave my thoughts on the changes to the board structure to the other thread, though whatever is decided there should form part of the constitution (should we introduce it).

As I said, the constitution I've written is a draft, so I'd encourage everyone to discuss what they'd actually want the processes to be and it can be rewritten accordingly.

Discussion

I added a bunch of proposed non-material changes in wording, as well as some other more concrete thoughts

Concrete changes:

  1. Defining a committee meeting as a "general meeting" as per the Model articles as seen here.
  2. Removing the specific standard/default questions of the elections from the constitution so that there's more flexibility from the part of the "election committee" (in whatever form that may come - to be discussed)
  3. I propose a vote of confidence to take place every year or 2 years for the permanent directors (i.e. Cook/Gaz)
  4. The current wording states that if 1 out of 9 people on the committee thinks that a vote needs to go to community consensus, then it needs to be sent to the community. I would raise this to 2 people.
  5. Defining a "Member" as everyone and only everyone on the Management Committee (member as defined here). This has implications with regards to ownership of Weird Gloop.

Further elements of discussion:

  1. Definition of quorum - Legally if quorum is not achieved, the meeting cannot vote on things or discuss things. It's probably better to have a lower bar for quorum than the number needed to host a meeting to reduce chance of quorum-busting?
    Option A: Define quorum as no more than 2 absent active committee members (currently we need 7/9 people to hold a meeting.
    Option B: Define quorum as something lower (say at least 50%+1 active committee members present) but that general meetings require no more than 2 absent active committee members to be held
  2. We need to discuss whether OSRS editors can vote in RS + PT-BR elections and all the other permutations.
    Option A: You can only vote for the group (OSRS/RS/PT-BR) that you qualify for.
    Option B: If you qualify on 1 wiki you can vote for all 3 groups
    Option C: If you qualify on 1 wiki you can vote for OSRS and RS3 but only PT-BR people can vote for PT-BR.
  3. Community consensus is not defined. Alternatively, there is no path defined for a situation with a lack of community consensus.
    Option A: In case of lack of community consensus, the committee can vote on a decision.

--Gau Cho (talk) 23:01, 21 November 2019 (UTC)

I Support 1, 2, 3, 4, 5 as the proposer.

Re: the elements of discussion, I would support Option B even though it's more complicated. For #2, I would support Option C even though it's the most complicated. With regards to community consensus, I would add a clause to state Option A.

--Gau Cho (talk) 23:06, 21 November 2019 (UTC)

I think these are mostly reasonable changes – however, I don't think counting off the changes and trying to get consensus on each of them is going to go well in this thread. I'd suggest we work together on a draft that is broadly acceptable, and keep note of where the disagreements are, so we can have a formal discussion on those points. ʞooɔ 02:03, 22 November 2019 (UTC)

Questions -

  • Does the constitution have any practicality legal-wise? Even if it didn't I still think it's useful to have something like this to show unfamiliar people how we operate.
  • With the paragraph that starts "If a decision on an issue is required in between the scheduled committee meetings...", to what extent does the public hear about the decision? Will we only know about it from the minutes of the next meeting? I think something should be added here about creating a thread to announce the change, if it's so urgent.
  • "Each user may only vote once, regardless of how many wiki accounts they have." - How do you differentiate a user to a wiki account? The term "user" is used vaguely within the constitution and I assume it means member of the public? Or member of the public with a registered account?
  • "In the event of one of the permanent company directors leaving, a new permanent director will be elected from any of the current committee members who are interested in taking up the position." - Doesn't this set the notion that a company director must have been a committee member at one point? Can one not start off as a permanent director? Haidro (talk) 00:20, 22 November 2019 (UTC)

Comment - I've made some suggested changes to the draft. There are two big areas that I think we need to change:

  1. The time period for voting on elections is too abbreviated. In particular, combining voting with question-asking results in a period of time at the beginning where people are just voting on name recognition rather than anything directly relevant to the elections. I think this was a problem last time, and this would make it worse.
  2. The constitution suggests that if some decision makes it to a meta thread, then the committee may only act on it if there's consensus to do so from the meta community. This sounds similar to the currently active clause that the committee must act on a resolution if there's consensus from the community, but it's subtly and importantly much different. It would kneecap our ability to do anything when we can't reach consensus. ʞooɔ 02:03, 22 November 2019 (UTC)

Comment - What's the difference between the constitution and articles of incorporation? If they're different than the articles of incorporation will need to be updated to reflect changes. One of the big things to me that's missing is defining how directors are appointed/removed, what the requirements for being a director are, and what they can and can't do without approval from the members. Also the number of directors we want or min/max numbers Elessar2 (talk) 12:20, 22 November 2019 (UTC)

The constitution AKA articles of association are publically available stuffs on the companyhouse website that govern how a company operates, requiring a supermajority to change. Upon incorporation, a company is required to have articles of association but you can change them after. Legally, the limit on the number of directors is 15 - higher than that there are some extra things you need to do that I haven't looked into. Our current Weird Gloop constitution limits directors to 10. There is no limit on the number of members.--Gau Cho (talk) 14:24, 22 November 2019 (UTC)
Ah ok, I read the original articles of incorporation, I just wasn't sure if that's what we're talking about. The constitution limit I assume is from when everyone was a director as apposed to a member, so we may want to change that, although I'm not sure it's necessary. I'd be for adding a lower limit of 2 though, such that if one quit or was removed making the total less than 2 the members must appoint another, in a relatively short period of time. Elessar2 (talk) 14:44, 22 November 2019 (UTC)
The second version of the constitution that's being worked on currently has such a proposed clause. --Gau Cho (talk) 15:13, 22 November 2019 (UTC)

Second Draft of Constitution

This draft merges Isobel's draft with clauses from our current constitution, uses the feedback from everyone that commented above, incorporates some important clauses from the Model articles of association and has some clauses based on stuff from the Companies Act 2006. In other words, it's shaping up to be a proper legal document.

CLICK HERE TO VIEW

Notably, this moves the members' roles and the details of the election process outside of the constitution so we can change those as we need without sending a new copy of our constitution to the registrar in the UK all the time.

If this draft is good in principle, a bit of wording and the numbering scheme needs to be made proper but the substance of the text would remain unchanged.

--Gau Cho (talk) 21:16, 22 November 2019 (UTC)

Discussion

Support the draft as the drafter of the draft --Gau Cho (talk) 21:17, 22 November 2019 (UTC)

Comment see my comments on the draft itself, most importantly related to directors being members. Elessar2 (talk) 17:01, 23 November 2019 (UTC)

The semi-final form of the consitution is ready. Final changes include fixing the numbering of the articles and possibly minor wording/grammar/punctuation issues. Adjustments also subject to this discussion. Please highlight any last minute comments and indicate approval/opposition as necessary. --Gau Cho (talk) 03:49, 2 December 2019 (UTC)

Why haven't the current board members voted? Christine 18:51, 15 December 2019 (UTC)

Support - Good job on the final draft Gau. Elessar2 (talk) 18:53, 15 December 2019 (UTC)

Support - The draft looks good. // Salix // Talk-to Salix // 19:35, 15 December 2019 (UTC)

Support - Thanks for pulling this together. Gaz (talk) 21:04, 15 December 2019 (UTC)

Support - iN008talk 21:30, 15 December 2019 (UTC)

Support - SpineTalk 02:50, 16 December 2019 (UTC)

Comment - Are we giving this as a draft to a lawyer as a method of letting them know what we'd like the doc to be, or are we planning on adopting this as-is? Nex Undique(talk) 02:24, 9 January 2020 (UTC)

Update - The Constitution which was passed by the board can be found at Articles of association and an easy to read version will be posted at Weird Gloop constitution soon. Elessar2 (talk) 22:07, 31 January 2020 (UTC)

Closed - The consititution has been submitted to and accepted by Companies House. They can be read on the Companies House website, or at Articles of association; a simplified language version is available at Weird Gloop constitution. Gaz (talk) 20:53, 9 February 2020 (UTC)

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