Weird Gloop constitution

The constitution, legally called Articles of association, is the document which specifies how Weird Gloop limited is run and its purpose. This includes things such as the duties of the members and directors (the board) and the processes by which things must be done.

For the full articles, as submitted to Companies House, see Articles of association, or for a simplified, easier to read version see below. The version below is not legally binding, and is simply provided for ease of reading.

In addition to the constitution the board may pass resolutions which further determine how Weird Gloop is run, a list of currently effective resolutions can be found here.

Constitution

Definitions

• Member - Has voting and ownership rights to the company
• Director - Is responsible for running the company
• General meeting - a meeting open to all members of the company.
• Companies Act 2006 - legislation governing the operation of companies within the UK.
• Articles of association - sets out how the company is run, governed and owned. Also referred to as the constitution. A copy is publicly available on the Companies House register.
• Resolution - an official decision made by voting to take or not take a proposed course of action made by voting. Ordinary resolutions are routine decisions made by members, usually during general meetings. Special resolutions affect particular types of decision as set out by the Companies Act 2006 (e.g. changing the company name and amending the articles of association). Special resolutions may be opposed effectively if a person or group of people representing 25% of the stakeholders in the company oppose the resolution.
• Quorum - the minimum number of members that must be present for a meeting to be valid.
• Associated company - companies are associated if one is a subsidiary (owned and/or controlled by) of the other or both are subsidiaries of the same body corporate, and

Limitation of liability

Each member’s liability in the event of the company being wound up while they are a current member or have been a member within the past year is £1.

Company objectives

The company’s objective is to promote knowledge and information about video games by:

• Reliable hosting of the wikis
• Advocating for opportunities to develop the wikis by working with game developer companies or other parties
• Long-term planning for the wikis’ future

And to also act in the best interest of the wiki community by:

• Establishing community policies
• Ensuring transparency with the community whenever possible

Directors

Directors’ powers and responsibilities

Directors are responsible for the management of company business, which they may exercise all company powers to achieve. They may delegate responsibilities and roles to others. Members can direct directors to take or not take an action by an ordinary resolution.

Decision making by directors

Directors must make decisions as a group: any decision made must be a majority decision made at a meeting or by all directors agreeing to a decision at other times. This may be established by all directors agreeing to a decision in writing e.g. by all directors signing a resolution.

Directors are encouraged to get feedback from the wiki communities when making decisions that are not urgent or confidential.

Decisions by directors may be made through written resolutions. Alternatively, any director may call a directors’ meeting to discuss some proposals.

If there are less directors currently than the number required for a quorum, the directors may not take any decision other than to call a general meeting to appoint more directors.

If a proposal is about a transaction or arrangement is one which a director has an interest, the director is not to be counted in voting or for quorum in decision making unless it is agreed by an ordinary resolution, the interest cannot reasonably be seen as a conflict of interest, or the conflict of interest arises from a permitted cause.

Directors must ensure that the company keeps a written record of every unanimous or majority decision taken by the directors. These must be kept for at least 10 years after the date of the decision being recorded.

Appointment of directors

Any person who is willing and legally allowed to act as director may be appointed by ordinary resolution unless they are a member of Jagex staff or are less than 18 years old, or are considered a minor in their home country or country of residence.

There shall be at least 2 directors.

If there is less than 2 directors the members shall appoint new directors within a month.

A person may cease to be a director if:

• Appointment is terminated by an ordinary resolution at a general meeting preceded by a special notice at least 28 days in advance.
• They are prohibited from being a director by law or by any provision under the Companies Act 2006 (e.g. bankruptcy, medically incapable).
• Directors are only entitled to be paid for serving as directors and for services undertaken for the company if this is agreed by ordinary resolution.

Members

Becoming and ceasing to be a member

A person shall become a member if they have completed an application for membership that is approved by the secretary or by 2 members and they have been elected for membership as below or if membership is granted by ordinary resolution.

A member may withdraw from membership by 7 days notice in writing.

Membership is automatically terminated 7 days following the end of their elected term, if not reelected; immediately if following their termination from a director’s appointment; or upon the member’s death.

Membership may also be terminated by ordinary resolution.

Membership elections, held on the meta wiki, shall be run and results announced by an election committee of at least 2 people selected by a vote of the members.

No more than 13 months may pass between elections.

There will be between 0 and 10 elected members per wiki to represent the wikis, excluding the Meta wiki.

The number of elected members must be fixed by a ordinary resolution.

Any person may self-nominate for election or reelection unless they are a paid employee or contractor of Weird Gloop Limited; they are a member of Jagex staff; are less than 18 years old, or are considered a minor in their home country or country of residence; or they have a blocked account on any of the wikis.

Any person may vote in the election if they have no blocked wiki accounts on any wiki and they have made 100 edits total and 10 edits in the last 90 days on non-bot wiki accounts, or are a sysadmin. Paid employees/contractors, current members and directors and Jagex staff are eligible to vote.

Voting is undertaken using the Schulze method. Each eligible person may vote once for each wiki with eligible members. Votes are tallied separately for each wiki’s candidate pool.

The election committee may rule on ties or disputes, or make policies to handle ties or disputes.

Elections may be held earlier if agreed by a special resolution if more than 2 members’ membership finishes early.

In the event of death of all members and directors the wiki community will hold elections in accordance with the section above to appoint elected members. If there is no election committee the RS and OSRS wiki administrators will select 2 people to serve as the election committee. The elections must be concluded within 3 weeks.

If as a result of death there and no members or directors and the previous line is not applicable, the personal representatives of the last member to have died will appoint a person to be a director and member by notice in writing. If multiple members die and it is not possible to determine who was the last to die, the youngest member will be assumed the last to die.

Organisation of general meetings

Members shall hold a general meeting at least once per calendar year.

Reasonable steps to ensure that at least 75% of members can attend a general meeting shall be taken.

Unless an earlier date is agreed to by at least 90% of members, general meetings shall be announced publicly with at least 14 days’ notice. The announcement must specify the date, time and place of the meeting.

When determining meeting attendance and participation, people may do so via virtual means.

If there is insufficient attendance for quorum at a general meeting, no business other than the appointment of the meeting’s chairperson and planning of the next general meeting can take place.

Quorum is either at least two people or at least half of the total members (whatever is most).

If the members have appointed a chairperson, this person shall chair general meetings if present and willing to do so.

If no chairperson has been appointed, the chairperson is unwilling to chair the meeting, or the chairperson is not present within ten minutes of the time at which a meeting was due to start then the members shall appoint a member to chair the meeting, The appointment of the chairperson of the meeting must be the first business of the meeting.

Members and directors may attend general meetings. Otherwise, the chairperson of the meeting has the power to permit other people to attend and speak at general meetings.

The chairperson of the meeting must postpone a general meeting if there is not a quorum within 1 hour or if during a meeting the quorum is no longer present.

If the people attending a meeting agree to postpone it or if they consider that an adjournment is necessary to protect attendees safety or if they consider that it is necessary to ensure that the meeting’s business is conducted in an orderly manner, then the chairperson must adjourn the meeting.

When adjourning a general meeting the chairperson must state either the time and place to which it is adjourned to or state that this is to be fixed by the directors, taking into consideration any directions that attendees have given about the time/place for the meeting to resume.

If an adjourned meeting is to take place more than 14 days after it is adjourned, the company must give at least 7 days (excluding the day of the adjourned meeting and the day on which notice is given) notice of the new meeting. Notice must be given in the same way as notice of a general meeting is given.

Adjourned meetings may only transact the business that would have been transacted at the original meeting.

Voting at general meetings

Resolutions put to vote in general meetings must be put to physical/virtual show of hands unless a poll is required in accordance with the articles.

Any objection to a person voting at a general meeting must be raised during the meeting where the vote is held. The chairperson will make a final decision on any objections. Any votes not disallowed are valid.

A wiki community proposal may be demanded prior to voting on a resolution by the chairperson, or by 2 or more people who have the right to vote on the resolution.

If this takes place then the wiki community must be given the opportunity to exercise their reserve power by a proposal in line with the article below.

The chairperson shall set a reasonable time limit for this to take place.

The resolution may proceed with a vote following closure of the wiki community proposal or expiry of the time limit.

A poll on a resolution may be demanded at a general meeting, before the usual “show of hands” voting or immediately after the result of that voting is declared, by the chairperson, by 2 or more people who have the right to vote on the resolution, or by a person or people representing at least a tenth of the total voting rights.

Polls must take place immediately and in a manner directed by the chairperson.

A demand for a poll may be withdrawn if the poll has not yet taken place and the chairperson consents.

An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if notice of the proposed amendment is given to the company by a person entitled to vote at the general meeting at which the resolution is to be proposed more than 48 hours before the meeting (unless allowed by the chairperson) and the chairperson determines that the amendment does not materially change the resolution.

A special resolution to be proposed at a general meeting may be amended by ordinary resolution if the chairperson proposes the amendment at a general meeting at which the resolution is to be proposed and the amendment is limited to a necessary change to grammar or other error in the resolution.

If the chairperson, acting in good faith, wrongly decides that an amendment is not allowed, then the error does not invalidate the vote on that resolution.

Wiki community

The “wiki community” is defined as the collective group of editors on each of the wikis operated by the company, excluding people with blocked wiki accounts.

Wiki community editorship does not give membership rights.

The wiki community may, through a proposal on one of the wikis that gains community consensus as defined by the community’s internal consensus policies, direct the members to take/refrain from taking an action or to pass/refrain from passing a resolution.

If there is a dispute over whether or not community consensus has been reached, the chairperson shall make a final ruling on whether consensus was reached.

A community proposal does not invalidate anything done by the members before the proposal passed.

The proposal is invalid if it would be ineffective (e.g. by law or inconsistency with the constitution) if passed; it is defamatory of any person or it is frivolous/vexatious.

The wiki community may direct members to discuss a topic at the next general meeting by a proposal. The proposal does not need community consensus to be discussed.

Administrative arrangements

No person, including members, except as provided for by law, an ordinary resolution or authorisation from the directors is entitled to inspect company accounts or other records or documents.

The directors may decide to put into place provisions for current or former employees (other than directors) in the event of the company ceasing to exist or transfering in part or in whole.

If an article or paragraph within the articles is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining articles and paragraphs shall not be affected.

In the event of a director or former director of the company or associated company being liable in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company; in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); or in any other situation resulting from the director’s position as an officer of the company or an associated company the director’s costs may be taken out of the company’s assets.

If the director is liable due to activity that is prohibited by any provision of the Companies Acts or by any other provision of law then this does not apply.

The directors may choose to purchase and maintain insurance at the company’s expense to protect current and former directors or the company and associated companies against loss which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.