Draft WMUK response to the new Chapters Agreement

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Draft WMUK response to the new Chapters Agreement

Michael Peel-2
Hi all,

In response to the new chapter's agreement (http://uk.wikimedia.org/ 
wiki/Chapter_Agreement_Revision), the chapters have formed a  
"Chapters Agreement Committee" to coordinate the chapter's responses.  
This committee includes our own Andrew Turvey. They have asked us for  
our views on the agreement in the form of several open questions;  
I've started a draft of our response at http://uk.wikimedia.org/wiki/ 
Chapter_Agreement_Revision/Response .

If you have any views or suggestions about the agreement, please  
leave comments on the talk page, or feel free to edit the draft  
response itself. I hope that a complete response can be written  
before the next board meeting (this coming Tuesday) so that we can  
approve it then and get it sent off.

Thanks,
Mike Peel

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Re: Draft WMUK response to the new Chapters Agreement

Thomas Dalton
2009/5/24 Michael Peel <[hidden email]>:
> If you have any views or suggestions about the agreement, please
> leave comments on the talk page, or feel free to edit the draft
> response itself. I hope that a complete response can be written
> before the next board meeting (this coming Tuesday) so that we can
> approve it then and get it sent off.

SLOW DOWN! We don't have a lawyer yet. We can't do this until we have
one. Informal discussion between chapters is fine, but we aren't ready
to form a committee to do anything even vaguely official yet.

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Re: Draft WMUK response to the new Chapters Agreement

joseph seddon
> 2009/5/24 Michael Peel <[hidden email]>:

> > If you have any views or suggestions about the agreement, please
> > leave comments on the talk page, or feel free to edit the draft
> > response itself. I hope that a complete response can be written
> > before the next board meeting (this coming Tuesday) so that we can
> > approve it then and get it sent off.
>
> SLOW DOWN! We don't have a lawyer yet. We can't do this until we have
> one. Informal discussion between chapters is fine, but we aren't ready
> to form a committee to do anything even vaguely official yet.
>

Well the committee has been formed. We now have to work as best we can
with this commitee to ensure all issues are covered.

Seddon


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Re: Draft WMUK response to the new Chapters Agreement

Thomas Dalton
2009/5/26 joseph seddon <[hidden email]>:

>> 2009/5/24 Michael Peel <[hidden email]>:
>> > If you have any views or suggestions about the agreement, please
>> > leave comments on the talk page, or feel free to edit the draft
>> > response itself. I hope that a complete response can be written
>> > before the next board meeting (this coming Tuesday) so that we can
>> > approve it then and get it sent off.
>>
>> SLOW DOWN! We don't have a lawyer yet. We can't do this until we have
>> one. Informal discussion between chapters is fine, but we aren't ready
>> to form a committee to do anything even vaguely official yet.
>>
>
> Well the committee has been formed. We now have to work as best we can
> with this commitee to ensure all issues are covered.

I've advised Mike on this in detail, but I'll put a summary here. If
this committee is going to be negotiating with WMF before we've spoken
to a lawyer, then we want to have nothing to do with it. You do not
enter negotiations until you have sought appropriate legal advice.
Seeking legal advice after the negotiations is too late. By then you
have already agreed to stuff and even if you get the wording of the
contract changed what you originally agreed to may still be taken into
account when interpreting any ambiguities in the final wording.
Finding a lawyer shouldn't take more than 2 or 3 weeks if we put our
minds to it, I'll be making a presentation to the board meeting
tonight about that, we need to either avoid the committee until then
or make sure the committee sticks to discussions within the chapters
and doesn't enter into discussions with WMF.

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Re: Draft WMUK response to the new Chapters Agreement

Michael Bimmler


On Tue, May 26, 2009 at 3:47 AM, Thomas Dalton <[hidden email]> wrote:
2009/5/26 joseph seddon <[hidden email]>:
>> 2009/5/24 Michael Peel <[hidden email]>:
>> > If you have any views or suggestions about the agreement, please
>> > leave comments on the talk page, or feel free to edit the draft
>> > response itself. I hope that a complete response can be written
>> > before the next board meeting (this coming Tuesday) so that we can
>> > approve it then and get it sent off.
>>
>> SLOW DOWN! We don't have a lawyer yet. We can't do this until we have
>> one. Informal discussion between chapters is fine, but we aren't ready
>> to form a committee to do anything even vaguely official yet.
>>
>
> Well the committee has been formed. We now have to work as best we can
> with this commitee to ensure all issues are covered.

I've advised Mike on this in detail, but I'll put a summary here. If
this committee is going to be negotiating with WMF before we've spoken
to a lawyer, then we want to have nothing to do with it.

Thomas, who is "we"?  As far as I know, WmUK was one of the many chapters that mandated the committee, so I am not sure whether "we" is "you personally" or whether the board's opinion has officially changed.
 

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Re: Draft WMUK response to the new Chapters Agreement

Thomas Dalton
2009/5/26 Michael Bimmler <[hidden email]>:

>
>
> On Tue, May 26, 2009 at 3:47 AM, Thomas Dalton <[hidden email]>
> wrote:
>> I've advised Mike on this in detail, but I'll put a summary here. If
>> this committee is going to be negotiating with WMF before we've spoken
>> to a lawyer, then we want to have nothing to do with it.
>
> Thomas, who is "we"?  As far as I know, WmUK was one of the many chapters
> that mandated the committee, so I am not sure whether "we" is "you
> personally" or whether the board's opinion has officially changed.

I mean WMUK. Strictly speaking, I should have said "we *should* want"
or "it would be in our best interests to".

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Re: Draft WMUK response to the new Chapters Agreement

joseph seddon
> >> I've advised Mike on this in detail, but I'll put a summary here. If

> >> this committee is going to be negotiating with WMF before we've spoken
> >> to a lawyer, then we want to have nothing to do with it.
> >
> > Thomas, who is "we"?  As far as I know, WmUK was one of the many chapters
> > that mandated the committee, so I am not sure whether "we" is "you
> > personally" or whether the board's opinion has officially changed.
>
> I mean WMUK. Strictly speaking, I should have said "we *should* want"
> or "it would be in our best interests to".
>
> _______________________________________________

Speaking as a board member (but not the whole board), I felt it was in our best interests to be
part of the combined efforts of the chapters to deal with the multiple issues associated with the
new agreement. It is simply not an option to try and work unilaterally whilst the other chapters
are working on producing a refined version together and as a whole. There is nothing stopping
us from seeking legal advice and I believe steps are being taken towards that, but I have to whole
heartedly disagree that we should have nothing to do with this commitee.

If, following legal advice and the work being done by the commitee (which we have a representative on),
there are still issues with the chapters agreement, we can follow these up. We arent required to renew our
agreement for some time so we have some breathing space. Lets work as both a chapter and with the commitee
in smoothing over this chapters agreement.

Seddon


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Re: Draft WMUK response to the new Chapters Agreement

Michael Bimmler


On Tue, May 26, 2009 at 10:06 AM, joseph seddon <[hidden email]> wrote:
> >> I've advised Mike on this in detail, but I'll put a summary here. If
> >> this committee is going to be negotiating with WMF before we've spoken
> >> to a lawyer, then we want to have nothing to do with it.
> >
> > Thomas, who is "we"?  As far as I know, WmUK was one of the many chapters
> > that mandated the committee, so I am not sure whether "we" is "you
> > personally" or whether the board's opinion has officially changed.
>
> I mean WMUK. Strictly speaking, I should have said "we *should* want"
> or "it would be in our best interests to".
>
> _______________________________________________

Speaking as a board member (but not the whole board), I felt it was in our best interests to be
part of the combined efforts of the chapters to deal with the multiple issues associated with the
new agreement. It is simply not an option to try and work unilaterally whilst the other chapters
are working on producing a refined version together and as a whole. There is nothing stopping
us from seeking legal advice and I believe steps are being taken towards that, but I have to whole
heartedly disagree that we should have nothing to do with this commitee.

If, following legal advice and the work being done by the commitee (which we have a representative on),
there are still issues with the chapters agreement, we can follow these up. We arent required to renew our
agreement for some time so we have some breathing space. Lets work as both a chapter and with the commitee
in smoothing over this chapters agreement.


May I also say that the Committee is a very nice venue to share and compare legal advice received by chapters in a confidential setting? WmCH for example has mandated a lawyer to review the agreement and we have already received a first analysis with quite a lot of detailed comments (from a Swiss  perspective, of course, but many of them globally applicable) -- and we have sent these comments on to the committee or are just about to do so.

Best,

Michael



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Re: Draft WMUK response to the new Chapters Agreement

Thomas Dalton
2009/5/26 Michael Bimmler <[hidden email]>:
> May I also say that the Committee is a very nice venue to share and compare
> legal advice received by chapters in a confidential setting? WmCH for
> example has mandated a lawyer to review the agreement and we have already
> received a first analysis with quite a lot of detailed comments (from a
> Swiss  perspective, of course, but many of them globally applicable) -- and
> we have sent these comments on to the committee or are just about to do so.

Discussions between chapters I have absolutely no problem with and
whole heartedly encourage. It is WMUK (or any other chapter, for that
matter) negotiating, directly or indirectly, with the WMF (and if
we're involved in the committee, then the committee negotiating with
WMF is WMUK indirectly negotiating with WMF) before seeking legal
advice that I strongly advise against. Getting legal advice once the
negotiations are complete is too late.

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Re: Draft WMUK response to the new Chapters Agreement

Michael Bimmler
On Tue, May 26, 2009 at 10:13 AM, Thomas Dalton <[hidden email]> wrote:

> 2009/5/26 Michael Bimmler <[hidden email]>:
>> May I also say that the Committee is a very nice venue to share and compare
>> legal advice received by chapters in a confidential setting? WmCH for
>> example has mandated a lawyer to review the agreement and we have already
>> received a first analysis with quite a lot of detailed comments (from a
>> Swiss  perspective, of course, but many of them globally applicable) -- and
>> we have sent these comments on to the committee or are just about to do so.
>
> Discussions between chapters I have absolutely no problem with and
> whole heartedly encourage. It is WMUK (or any other chapter, for that
> matter) negotiating, directly or indirectly, with the WMF (and if
> we're involved in the committee, then the committee negotiating with
> WMF is WMUK indirectly negotiating with WMF) before seeking legal
> advice that I strongly advise against.

Yes - well, the committee is not negotiating with anyone as far as I
am informed. I believe it has or will advise the WMF board soon of its
mandate and membership, but other than that, it is still very much in
a setting up and brainstomring procedure, it has not even asked the
chapter for their official input yet, which is obviously something way
before starting negotiations. I think at the moment it is really just
about comparing notes (be it from chapters board members or external
lawyers).

I suggest that WmUK takes active part in these discussions and "throws
in" the advice from its lawyer as soon as it receives such advice.

>  Getting legal advice once the
> negotiations are complete is too late.

Of course.

Michael

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Re: Draft WMUK response to the new Chapters Agreement

Thomas Dalton
2009/5/26 Michael Bimmler <[hidden email]>:
> Yes - well, the committee is not negotiating with anyone as far as I
> am informed.

The email at the start of this thread talks about "coordinating
responses". Responses are part of negotiation, if the committee is
part of the responses then the committee is part of the negotiations.
As long as the committee sticks to brainstorming and sharing ideas, I
have no problem, but if it starts agreeing on what to say to the WMF
anyone without a lawyer should withdraw until they have one.

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Re: Draft WMUK response to the new Chapters Agreement

Michael Bimmler
On Tue, May 26, 2009 at 10:36 AM, Thomas Dalton <[hidden email]> wrote:
> 2009/5/26 Michael Bimmler <[hidden email]>:
>> Yes - well, the committee is not negotiating with anyone as far as I
>> am informed.
>
> The email at the start of this thread talks about "coordinating
> responses". Responses are part of negotiation, if the committee is
> part of the responses then the committee is part of the negotiations.

I'm not disputing this, I'm just saying that this (coordinating
responses, sending a coordinated response etc.) will only happen
*later*, when all the input of the chapters and their lawyers have
been received, Of course, this assumes that the Chapters want to send
a common response to the WMF *at some point* , if WmUK wants to opt
out of this and send an independent response to the WMF, it may very
well do so.

Michael
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Re: Draft WMUK response to the new Chapters Agreement

Sam Korn
In reply to this post by Thomas Dalton
On Tue, May 26, 2009 at 6:36 PM, Thomas Dalton <[hidden email]> wrote:

> 2009/5/26 Michael Bimmler <[hidden email]>:
>> Yes - well, the committee is not negotiating with anyone as far as I
>> am informed.
>
> The email at the start of this thread talks about "coordinating
> responses". Responses are part of negotiation, if the committee is
> part of the responses then the committee is part of the negotiations.
> As long as the committee sticks to brainstorming and sharing ideas, I
> have no problem, but if it starts agreeing on what to say to the WMF
> anyone without a lawyer should withdraw until they have one.

I don't know the intentions of the chapters, but "coordinating
responses" does not necessarily mean filing a shared response.
Rather, it might mean making sure that the various responses delivered
separately are mutually supportive.

Sam

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Re: Draft WMUK response to the new Chapters Agreement

Andrew Turvey
In reply to this post by Thomas Dalton
----- "Thomas Dalton" <[hidden email]> wrote:
>
> ... You do not
> enter negotiations until you have sought appropriate legal advice.

I look forward to reading the IRC logs with Tom's input - sadly I'm not able to be at the meeting tonight.

WMUK has to consider the pros and cons of getting legal advice on this. It is not a requirement - after all, we signed the original agreement without advice, didn't we? This is an internal agreement between two entities within the broader "Wikimedia community". I guess this means it is less likely that we will get pro-bono advice. In that case, where would we get the money? The Foundation is unlikely to pay for it, and our current level of donations and subscriptions means we're unlikely to have the funds ourselves.

The main issues we are dealing with are the basics of "what kind of relationship" and "what kind of control" do we want the agreement to embody? These issues can be discussed with the Foundation and decided without the involvement of any lawyers.

Andrew (personal view)

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Re: Draft WMUK response to the new Chapters Agreement

Thomas Dalton
2009/5/26 Andrew Turvey <[hidden email]>:
> WMUK has to consider the pros and cons of getting legal advice on this. It
> is not a requirement - after all, we signed the original agreement without
> advice, didn't we? This is an internal agreement between two entities within
> the broader "Wikimedia community". I guess this means it is less likely that
> we will get pro-bono advice. In that case, where would we get the money? The
> Foundation is unlikely to pay for it, and our current level of donations and
> subscriptions means we're unlikely to have the funds ourselves.

The original agreement was more of a license than a two-way contract.
We got to use the name "Wikimedia UK" and we didn't have to give up
much in exchange. There wasn't a great deal to get advice on. We did,
however, run it by the friendly barrister, I believe - informal legal
advice was sufficient for such a simple agreement. The new version is
not simple in the slightest and it expects us to give up a lot
(including our independence, which I think makes it bordering on
unconscionable), so a greater amount of legal advice is required.

I doubt we would get anyone to agree to help us with just this, but
that isn't what we really need. We need permanent ongoing legal
representation, this agreement would be just one part of what they do.
We need to find a lawyer or law firm that will represent us in the
long term, preferably pro-bono.

> The main issues we are dealing with are the basics of "what kind of
> relationship" and "what kind of control" do we want the agreement to embody?
> These issues can be discussed with the Foundation and decided without the
> involvement of any lawyers.

But there are lawyers involved, on the foundation's side. If you have
a negotiation with lawyers on one side and just laymen on the other,
the laymen are in serious trouble. A simple read of the proposed
agreement will tell you that the foundation doesn't have our best
interests in mind in this, they are thinking of themselves, we need to
think of ourselves.

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