Re: Bylaws.

classic Classic list List threaded Threaded
16 messages Options
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Andrew Walker-3
Hi,

As yet we do not have any bylaws or even draft bylaws. I can think of
a few regulations that will be of use - one for each membership
category (e.g. members in category X can / can not vote, they have to
provide an email address so that we can let them know the date of the
AGM, they have to pay some amount of money every year... ), one to
specify how we will report the accounts to the AGM (the accounts will
be reported following the guidelines of X). The mechanism for making
these bylaws is via a motion at a general meeting (where all members
can vote) or a directors meeting. As these meetings cannot happen
until we are Incorporated we cannot pre-judge the results of the
meetings and promise certain bylaws.

We are forming a non-profit making company limited by guarantee in
England and Wales. As we hope to be registered as a charity (not least
because that gives us the chance to get the government to give us gift
aid - the tax that was paid on the income that was donated to us) we
can not specify that the foundation gets a fixed proportion of our
income, or controls the company in the founding documents. So formally
what we are forming is a completely independent organisation.

The link to the foundation is likely to arise after incorporation. The
directors will meet and may well decide that it is in the best
interests of the new company (i.e. wiki educational resources) to ally
itself with the wikimedia foundation, we will then authorise a
director to approach the foundation and negotiate a contract to use
the logo and name. In return I expect the foundation will write terms
into this contract to protect itself (it can end the contract at any
time and the company must stop using the logo at that point), to
further the foundations aims (the company will make donations to the
foundation). This contract may also make the company a chapter of the
foundation in some sense.

One thing I am not clear about is exactly what a chapter is. Is it
just a group of people who edit wikipedia and who live in close(ish)
proximity to each other, or is it a legal entity of some kind? What
are the formal links between the foundation and the chapters? I guess
the answers will vary from country to country.

I think all of the above is approximately correct!

Regards,

Andrew Walker


On 1/19/06, Anthere <[hidden email]> wrote:

> Hello,
>
> I have a stupid question...
>
> Are you planning to have the bylaws visible by the WMF before creating
> the association ? If so, where can we see them ?
>
> Actually... I will go further, is the association planning to be part of
> Wikimedia chapters or is it fully an independant association ?
>
> If a chapter, I think the Foundation should be not only informed on the
> bylawys, but should also approve them. If it is an independant
> association, likely not. But if so, we'll have to do a formal review to
> see whether you may use names or logos.
>
> What is planned about that ? Just asking because I heard very little of it.
>
> Ant
>
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Chris McKenna
Also, if you haven't seen them already the Articles and Memorandum of
Association - the legalese that will form the contitution of the compay -
are available on meta
http://meta.wikimedia.org/wiki/Wikimedia_UK/Articles_of_Association
http://meta.wikimedia.org/wiki/Wikimedia_UK/Memorandum_of_Association

Chris

On Fri, 20 Jan 2006, Andrew Walker wrote:

> Hi,
>
> As yet we do not have any bylaws or even draft bylaws. I can think of
> a few regulations that will be of use - one for each membership
> category (e.g. members in category X can / can not vote, they have to
> provide an email address so that we can let them know the date of the
> AGM, they have to pay some amount of money every year... ), one to
> specify how we will report the accounts to the AGM (the accounts will
> be reported following the guidelines of X). The mechanism for making
> these bylaws is via a motion at a general meeting (where all members
> can vote) or a directors meeting. As these meetings cannot happen
> until we are Incorporated we cannot pre-judge the results of the
> meetings and promise certain bylaws.
>
> We are forming a non-profit making company limited by guarantee in
> England and Wales. As we hope to be registered as a charity (not least
> because that gives us the chance to get the government to give us gift
> aid - the tax that was paid on the income that was donated to us) we
> can not specify that the foundation gets a fixed proportion of our
> income, or controls the company in the founding documents. So formally
> what we are forming is a completely independent organisation.
>
> The link to the foundation is likely to arise after incorporation. The
> directors will meet and may well decide that it is in the best
> interests of the new company (i.e. wiki educational resources) to ally
> itself with the wikimedia foundation, we will then authorise a
> director to approach the foundation and negotiate a contract to use
> the logo and name. In return I expect the foundation will write terms
> into this contract to protect itself (it can end the contract at any
> time and the company must stop using the logo at that point), to
> further the foundations aims (the company will make donations to the
> foundation). This contract may also make the company a chapter of the
> foundation in some sense.
>
> One thing I am not clear about is exactly what a chapter is. Is it
> just a group of people who edit wikipedia and who live in close(ish)
> proximity to each other, or is it a legal entity of some kind? What
> are the formal links between the foundation and the chapters? I guess
> the answers will vary from country to country.
>
> I think all of the above is approximately correct!
>
> Regards,
>
> Andrew Walker
>
>
> On 1/19/06, Anthere <[hidden email]> wrote:
>> Hello,
>>
>> I have a stupid question...
>>
>> Are you planning to have the bylaws visible by the WMF before creating
>> the association ? If so, where can we see them ?
>>
>> Actually... I will go further, is the association planning to be part of
>> Wikimedia chapters or is it fully an independant association ?
>>
>> If a chapter, I think the Foundation should be not only informed on the
>> bylawys, but should also approve them. If it is an independant
>> association, likely not. But if so, we'll have to do a formal review to
>> see whether you may use names or logos.
>>
>> What is planned about that ? Just asking because I heard very little of it.
>>
>> Ant
>>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://meta.wikimedia.org/wiki/Wikimedia_UK
> http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
>

--
Chris 'Awkward' McKenna

[hidden email]
www.sucs.org/~cmckenna


The essential things in life are seen not with the eyes,
but with the heart

Antoine de Saint Exupery

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Angela-5
In reply to this post by Andrew Walker-3
On 1/20/06, Andrew Walker <[hidden email]> wrote:
> One thing I am not clear about is exactly what a chapter is. Is it
> just a group of people who edit wikipedia and who live in close(ish)
> proximity to each other, or is it a legal entity of some kind?

I think it can be either, but
http://meta.wikimedia.org/wiki/Local_chapter_FAQ has more info on
this.

> What are the formal links between the foundation and the chapters?

One formal link is the licensing of the trademarks, so the Foundation
can allow you to call yourselves Wikimedia UK. Other links would
depend on the chapter.

Angela
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Scott Keir
On Saturday, January 21, 2006, at 02:49  am, Angela wrote:
> On 1/20/06, Andrew Walker <[hidden email]> wrote:
>> One thing I am not clear about is exactly what a chapter is. Is it
>> just a group of people who edit wikipedia and who live in close(ish)
>> proximity to each other, or is it a legal entity of some kind?
>
> I think it can be either, but
> http://meta.wikimedia.org/wiki/Local_chapter_FAQ has more info on
> this.

This implies that the chapters are a fairly flexible structure for
linking with Wikimedia Foundation. Have we been in touch with Delphine
(chapter coordinator) about this?

If it is the Foundation's wish to have direct control of the UK
chapter, then we would need to look at an alternative route. Though I'm
not certain one is available. I'm not sure if a "Foreign Branch"
(another form of company structure) can be registered with the Charity
Commission as a charity, for example. I have a sneaky suspicion that we
cannot just covenant (promise) all our income to the Foundation.


The nearest equivalent model that I know of is ActionAid, the
development/anti-poverty charity. ActionAid UK (AAUK -
www.actionaid.org.uk) is registered as a charity in the UK and based in
the UK. It is a member of Actionaid International (AAI -
www.actionaid.org), registered in the Netherlands, based in South
Africa. AAUK undertakes its own charitable work (events, grants to
organisations that furthers its mission etc), and also has "Committed
giving" and "Other donations" to AAI (see the Trustees' report at
http://www.actionaid.org.uk/100045/faqs.html ). As far as I can tell
from reading the Trustees' reports of both organisations, "Committed
giving" is a contracted programme of financial support provided by AAUK
to AAI, in return for AAI delivering some specific projects that are in
keeping with the aims of AAUK. "Other donations" are specific requests
by AII for financial support from AAUK. AAUK is legally independent of
AAI (though they share some directors and probably talk by email a
lot). AAUK makes grants and runs programmes that are independent of
AAl. Both AAi and AAUK have the same ethos.

So, how do I see this working with Wiki UK and Wikimedia Foundation?
1) the aims of UK and Foundation should be as closely aligned as
possible. (I think we've achieved this.)

2) UK will enter into some grant contracts with the Foundation to
deliver some specified work - eg the provision of 100,000 pages of an
online encyclopaedia free of charge to persons in the UK, in English,
for the calendar year 2007.

3) UK will consider requests for funding from organisations like the
Foundation for financial support for activities that further UK's aims.
This could include general financial support for the Foundation. But it
could also fund other groups and other activities (eg it could make a
grant to someone in Glasgow to run a "Wikis are great - contribute
today" event. )

4) UK will undertake its own activities, which will be in line with the
ethos of the Foundation, but will be independent (ie without a formal
contract between the two). So for example, UK could undertake, provide
grants to or commission:
a) events or teacher resources in the UK demonstrating/promoting the
use and development of online free resources (such as, say, Wikipedia
and WikiBooks)
b) the digitising of public domain content such as books, images etc to
enable wider public access to them via electronic dissemination (such
as, say, WikiBooks);
c) the translation of existing public domain resources (such as, say,
bits of Wikipedia) into other languages that would be of benefit to the
UK public (eg Urdu).

I think that would be how it would work in practice, and it would work
well.

Best wishes

Scott


       
       
               
___________________________________________________________
Yahoo! Messenger - NEW crystal clear PC to PC calling worldwide with voicemail http://uk.messenger.yahoo.com
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Gordon Joly
In reply to this post by Angela-5
At 13:49 +1100 21/1/06, Angela wrote:

>On 1/20/06, Andrew Walker <[hidden email]> wrote:
>>  One thing I am not clear about is exactly what a chapter is. Is it
>>  just a group of people who edit wikipedia and who live in close(ish)
>>  proximity to each other, or is it a legal entity of some kind?
>
>I think it can be either, but
>http://meta.wikimedia.org/wiki/Local_chapter_FAQ has more info on
>this.
>
>>  What are the formal links between the foundation and the chapters?
>
>One formal link is the licensing of the trademarks, so the Foundation
>can allow you to call yourselves Wikimedia UK. Other links would
>depend on the chapter.
>
>Angela


Looking at:

http://meta.wikimedia.org/wiki/Local_chapter_FAQ

We find

***

What legal form should a local chapter have?

In country where the status is applicable, the
local chapter should have a non-profit status. It
should follow the local legislation for such
organisations. Existing chapters (as of January
2006) are member organisations, allowing
interested individuals to join the chapter as
voting members, but the final legal form should
be chosen in the view of best fulfilling the
goals of Wikimedia.

What bylaws should a chapter have?

While you can inspire yourself from existing
bylaws of other chapters, it is not advised to
try and adapt those to your local laws, but
rather do the opposite. The best way to think
about the bylaws of a chapter is to start with
looking at standard bylaws for a non-profit in
your country and adapt those to the goals of a
Wikimedia Organisation. Chapter bylaws should at
all times comply with the law of the country they
are based in.

***

We aim to start up a body that will be a charity
within a few months. But the model structures for
UK (England and Wales) are a long way away from
"existing bylaws of existing chapters".

Our proposed bylaws are the MoA
(Memorandum_of_Association ) and AoA
(Articles_of_Association) are here:

http://meta.wikimedia.org/wiki/Wikimedia_UK/Memorandum_of_Association

http://meta.wikimedia.org/wiki/Wikimedia_UK/Articles_of_Association

We have had several meetings to try to get an
agreement so that we can sign documents. Theses
documents have been kept close the standard model
from the Charities Commission (UK). The objects
(objectives) are place to make clear what the
charity actually aims to do. Keep the model set
by the Charities Commission speeds up the process
on incorporation.  Diane Cabell has been
providing legal advice, free of charge.

Her website is http://www.mama-tech.com/

Looking at

http://meta.wikimedia.org/wiki/Wikimedia_UK we
find past meetings listed as follows:

     * 9th October 2005: London
     * 16th October 2005: IRC
     * 13th November 2005: IRC
     * 27th November 2005: London
     * 15th January 2006: London

Note also that Wikimédia France

http://meta.wikimedia.org/wiki/Wikim%C3%A9dia_France_%28statuts%29

uses the trademark "WIKIMEDIA" in their bylaws, which we have avoided!

--
Gordo (aka LoopZilla)
[hidden email]
http://pobox.com/~gordo/
http://www.loopzilla.org/
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Gordon Joly
>
>
>http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings
>listed as follows:
>
>     * 9th October 2005: London
>     * 16th October 2005: IRC
>     * 13th November 2005: IRC
>     * 27th November 2005: London
>     * 15th January 2006: London
>


And Jimbo was present at the 27th November meeting.


http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg

:-)

Gordo

--
Gordo (aka LoopZilla)
[hidden email]
http://pobox.com/~gordo/
http://www.loopzilla.org/
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Andrew Walker-3
In reply to this post by Angela-5
On 1/22/06, Gordon Joly <[hidden email]> wrote:

> >
> >
> >http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings
> >listed as follows:
> >
> >     * 9th October 2005: London
> >     * 16th October 2005: IRC
> >     * 13th November 2005: IRC
> >     * 27th November 2005: London
> >     * 15th January 2006: London
> >
>
>
> And Jimbo was present at the 27th November meeting.
>
>
> http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
>
> :-)
>

Ok, I can see two ways to set up the chapter (as apposed to the
charity / company). (1) The foundation could agree to call the charity
a chapter, and all members of the company would be members of the
chapter. (2) The foundation could agree to let the company found a
chapter as a separate and possibly informal membership organisation.

In both cases there would have to be agreement between the foundation
and the UK company, but there are advantages and disadvantages to the
two approaches. One issues is that the company can not have aims that
exactly mirror the foundations (i.e. to run the wiki* websites) as
this would not be seen as charitable in the UK. The aims (objects) in
the current draft are relatively broad and would allow the company to
pass funds on to the foundation (as well as performing other
charitable activities), but the foundation may not want a chapter to
have such broad aims. A second problem is that, as I understand it,
under 18s could not subscribe to the company and so would not be able
to become members of the chapter. In the second model the foundation
could have more control of the bylaws of the chapter, that would just
be managed by the charity in fulfillment of its objects. One thing we
would have to look into is if subscriptions paid to the chapter (via
the charity) and passed on to the foundation would be eligible for
gift aid. The advantage of this more complex arrangement is that under
18s could join, and the bylaws of the chapter could include clauses
such as "the member must be a regular editor of wikipedia" - something
that would be possibly illegal for a chapter set up under option (1).

Views?

Andrew
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Florence Devouard-3
In reply to this post by Gordon Joly
Gordon Joly wrote:

>>
>>
>> http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings
>> listed as follows:
>>
>>     * 9th October 2005: London
>>     * 16th October 2005: IRC
>>     * 13th November 2005: IRC
>>     * 27th November 2005: London
>>     * 15th January 2006: London
>>
>
>
> And Jimbo was present at the 27th November meeting.
>
>
> http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
>
> :-)
>
> Gordon

Well, if Jimbo is the Foundation, there is no problem then ?

Maybe I need to be a little bit more clearer.
Right now, we are trying to coordinate actions done by the various
chapters. This implies a bunch of things, including communication on
what we do and where we have problems. *We* being at the same time the
Foundation AND chapters. This is also why we have a local chapter
coordinator in charge of facilitation communication between chapters and
between chapters and foundation. Would it be possible that that channel
  of communication be also used ?

Otherwise, good luck on the creation. Yes, all bylaws are different...
we are learning :-)

ant

ant

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Delphine Ménard
In reply to this post by Scott Keir
On 1/21/06, Scott Keir <[hidden email]> wrote:

> This implies that the chapters are a fairly flexible structure for
> linking with Wikimedia Foundation. Have we been in touch with Delphine
> (chapter coordinator) about this?

Yes. Delphine reads the list. :-) I must say that this discussion
about being a chapter/not being a chapter kind of throws me at this
point.

It has always been very clear to me that Wikimedia UK, whatever its
legalese name is, and legal structure, for that matter, was, indeed, a
chapter.

Let me get back to your other points later.


Delphine

--
~notafish
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Delphine Ménard
In reply to this post by Andrew Walker-3
On 1/23/06, Andrew Walker <[hidden email]> wrote:

> Ok, I can see two ways to set up the chapter (as apposed to the
> charity / company). (1) The foundation could agree to call the charity
> a chapter, and all members of the company would be members of the
> chapter. (2) The foundation could agree to let the company found a
> chapter as a separate and possibly informal membership organisation.

My view of the whole thing is 1)

> In both cases there would have to be agreement between the foundation
> and the UK company, but there are advantages and disadvantages to the
> two approaches. One issues is that the company can not have aims that
> exactly mirror the foundations (i.e. to run the wiki* websites) as
> this would not be seen as charitable in the UK. The aims (objects) in
> the current draft are relatively broad and would allow the company to
> pass funds on to the foundation (as well as performing other
> charitable activities), but the foundation may not want a chapter to
> have such broad aims.

As I tried to make clear in the FAQ, it is of course normal that a so
called "chapter" tries to stick to the Foundation aims, and "of
course" adapt them so as to get non-profit (or charity) status in the
country they are based in.
So for me, any aim that is broad enough to encase the Foundation's
goals is fine. As for passing funds on to the Foundation, this has
been a standing issue with most chapters anyway, and should be
resolved on a one to one basis. Stick to the law, do your best, is my
motto.

A second problem is that, as I understand it,

> under 18s could not subscribe to the company and so would not be able
> to become members of the chapter. In the second model the foundation
> could have more control of the bylaws of the chapter, that would just
> be managed by the charity in fulfillment of its objects. One thing we
> would have to look into is if subscriptions paid to the chapter (via
> the charity) and passed on to the foundation would be eligible for
> gift aid. The advantage of this more complex arrangement is that under
> 18s could join, and the bylaws of the chapter could include clauses
> such as "the member must be a regular editor of wikipedia" - something
> that would be possibly illegal for a chapter set up under option (1).

I, for one, am not at all in favour of a complete control of the
chapter (whatever its legal form) by the Foundation, at any time.
Not to say that I am totally against (and this is a very personal
point of view) of restricting access to chapters to wikipedia-editors
only.
As for under 18s joining, well, that might be a difficult call, but I
don't believe it should stop you from doing the right thing.

I am totally amazed that we should even *have* this conversation. If
"Wiki Educational Resources" is not planning to be "recognized" as a
"Wikimedia chapter", then what have we been talking about this whole
time? ie. Why is "Wiki Educational Resources" even discussed on a
Wikimedia list?

(a baffled) Delphine
--
~notafish
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Delphine Ménard
In reply to this post by Scott Keir
On 1/21/06, Scott Keir <[hidden email]> wrote:

OK, sorry for answering all of this in the wrong order.

> This implies that the chapters are a fairly flexible structure for
> linking with Wikimedia Foundation.

Yes, indeed.

>
> If it is the Foundation's wish to have direct control of the UK
> chapter, then we would need to look at an alternative route. Though I'm
> not certain one is available. I'm not sure if a "Foreign Branch"
> (another form of company structure) can be registered with the Charity
> Commission as a charity, for example. I have a sneaky suspicion that we
> cannot just covenant (promise) all our income to the Foundation.

As I said in an earlier post, no, Foundation direct control is not the
goal, should never be the goal. And the money issue can be, as I also
said, addressed on a case basis.


> The nearest equivalent model that I know of is ActionAid, the
> development/anti-poverty charity. ActionAid UK (AAUK -
[snip]
> AAUK is legally independent of
> AAI (though they share some directors and probably talk by email a
> lot). AAUK makes grants and runs programmes that are independent of
> AAl. Both AAi and AAUK have the same ethos.

And this is exactly what we are aiming for.

> So, how do I see this working with Wiki UK and Wikimedia Foundation?
> 1) the aims of UK and Foundation should be as closely aligned as
> possible. (I think we've achieved this.)

Yes.

> 2) UK will enter into some grant contracts with the Foundation to
> deliver some specified work - eg the provision of 100,000 pages of an
> online encyclopaedia free of charge to persons in the UK, in English,
> for the calendar year 2007.

Hmm, not sure what you mean here. Could you explain further?

> 3) UK will consider requests for funding from organisations like the
> Foundation for financial support for activities that further UK's aims.
> This could include general financial support for the Foundation. But it
> could also fund other groups and other activities (eg it could make a
> grant to someone in Glasgow to run a "Wikis are great - contribute
> today" event. )

Yep. Exactly.


> 4) UK will undertake its own activities, which will be in line with the
> ethos of the Foundation, but will be independent (ie without a formal
> contract between the two). So for example, UK could undertake, provide
> grants to or commission:
> a) events or teacher resources in the UK demonstrating/promoting the
> use and development of online free resources (such as, say, Wikipedia
> and WikiBooks)
> b) the digitising of public domain content such as books, images etc to
> enable wider public access to them via electronic dissemination (such
> as, say, WikiBooks);
> c) the translation of existing public domain resources (such as, say,
> bits of Wikipedia) into other languages that would be of benefit to the
> UK public (eg Urdu).

a) yes, b)yes and c)Yes.

I think you have it pinned down.

Delphine
--
~notafish
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Re: Bylaws.

Cormac Lawler
In reply to this post by Florence Devouard-3


On 1/23/06, Anthere <[hidden email]> wrote:
Gordon Joly wrote:

>>
>>
>> http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings
>> listed as follows:
>>
>>     * 9th October 2005: London
>>     * 16th October 2005: IRC
>>     * 13th November 2005: IRC
>>     * 27th November 2005: London
>>     * 15th January 2006: London
>>
>
>
> And Jimbo was present at the 27th November meeting.
>
>
> http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
>
> :-)
>
> Gordon

Well, if Jimbo is the Foundation, there is no problem then ?

Maybe I need to be a little bit more clearer.
Right now, we are trying to coordinate actions done by the various
chapters. This implies a bunch of things, including communication on
what we do and where we have problems. *We* being at the same time the
Foundation AND chapters. This is also why we have a local chapter
coordinator in charge of facilitation communication between chapters and
between chapters and foundation. Would it be possible that that channel
of communication be also used ?

Otherwise, good luck on the creation. Yes, all bylaws are different...
we are learning :-)

ant

ant


Yes, channels of communication seemed to be slightly more open before we stuck our collective heads into the practical issues of UK law, since when it's all been taking place on this mailing list and in face to face meetings. I'm sorry if you feel out of the loop, Anthere, that's certainly not my intention anyway. I also agree that the foundation is bigger than Jimbo, I suppose Gordon was just trying to indicate that we've had *some* input from *a* foundation point of view (but which you obviously also knew about). However, Delphine's back in the conversation now (hooray!) and I'll now address her bafflement briefly.
 
Cheers
 
Cormac

 

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Cormac Lawler
In reply to this post by Delphine Ménard


On 1/23/06, Delphine Ménard <[hidden email]> wrote:
On 1/23/06, Andrew Walker <[hidden email]> wrote:

> Ok, I can see two ways to set up the chapter (as apposed to the
> charity / company). (1) The foundation could agree to call the charity
> a chapter, and all members of the company would be members of the
> chapter. (2) The foundation could agree to let the company found a
> chapter as a separate and possibly informal membership organisation.

My view of the whole thing is 1)

> In both cases there would have to be agreement between the foundation
> and the UK company, but there are advantages and disadvantages to the
> two approaches. One issues is that the company can not have aims that
> exactly mirror the foundations (i.e. to run the wiki* websites) as
> this would not be seen as charitable in the UK. The aims (objects) in
> the current draft are relatively broad and would allow the company to
> pass funds on to the foundation (as well as performing other
> charitable activities), but the foundation may not want a chapter to
> have such broad aims.

As I tried to make clear in the FAQ, it is of course normal that a so
called "chapter" tries to stick to the Foundation aims, and "of
course" adapt them so as to get non-profit (or charity) status in the
country they are based in.
So for me, any aim that is broad enough to encase the Foundation's
goals is fine. As for passing funds on to the Foundation, this has
been a standing issue with most chapters anyway, and should be
resolved on a one to one basis. Stick to the law, do your best, is my
motto.

A second problem is that, as I understand it,

> under 18s could not subscribe to the company and so would not be able
> to become members of the chapter. In the second model the foundation
> could have more control of the bylaws of the chapter, that would just
> be managed by the charity in fulfillment of its objects. One thing we
> would have to look into is if subscriptions paid to the chapter (via
> the charity) and passed on to the foundation would be eligible for
> gift aid. The advantage of this more complex arrangement is that under
> 18s could join, and the bylaws of the chapter could include clauses
> such as "the member must be a regular editor of wikipedia" - something
> that would be possibly illegal for a chapter set up under option (1).

I, for one, am not at all in favour of a complete control of the
chapter (whatever its legal form) by the Foundation, at any time.
Not to say that I am totally against (and this is a very personal
point of view) of restricting access to chapters to wikipedia-editors
only.
As for under 18s joining, well, that might be a difficult call, but I
don't believe it should stop you from doing the right thing.

I am totally amazed that we should even *have* this conversation. If
"Wiki Educational Resources" is not planning to be "recognized" as a
"Wikimedia chapter", then what have we been talking about this whole
time? ie. Why is "Wiki Educational Resources" even discussed on a
Wikimedia list?

(a baffled) Delphine
--
~notafish
 
Well, I think, basically, we're going to set up a UK-based charity (first a company), which will be about furthering the aims of the Wikimedia Foundation. We just don't want to put in exclusive clauses in our incorporating documents which could limit our activities, or could even be illegal (like being a "subsidiary" of the Wikimedia Foundation). So I think it's always going to be a kind of independent body with a relationship with the Foundation - this relationship being limited, legally, to the use of logo and trademarks. Have I got that right?
 
I don't think anyone is proposing anything other than a chapter of the Wikimedia Foundation - it's just that we're trying to work out what the most flexible form of legal structure would be (is there really a substantive distinction between Andrew's 1 and 2?). But, when we talk about "limiting our options" etc, it's not as if we're going to go off and create WikiNuclearWeapons or anything.. :-)
 
Cormac
 

_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Andrew Walker-3
On 1/23/06, Cormac Lawler <[hidden email]> wrote:

>
>
>
> On 1/23/06, Delphine Ménard <[hidden email]> wrote:
> > On 1/23/06, Andrew Walker <[hidden email]> wrote:
> >
> > > Ok, I can see two ways to set up the chapter (as apposed to the
> > > charity / company). (1) The foundation could agree to call the charity
> > > a chapter, and all members of the company would be members of the
> > > chapter. (2) The foundation could agree to let the company found a
> > > chapter as a separate and possibly informal membership organisation.
> >
> > My view of the whole thing is 1)
> >
> > > In both cases there would have to be agreement between the foundation
> > > and the UK company, but there are advantages and disadvantages to the
> > > two approaches. One issues is that the company can not have aims that
> > > exactly mirror the foundations (i.e. to run the wiki* websites) as
> > > this would not be seen as charitable in the UK. The aims (objects) in
> > > the current draft are relatively broad and would allow the company to
> > > pass funds on to the foundation (as well as performing other
> > > charitable activities), but the foundation may not want a chapter to
> > > have such broad aims.
> >
> > As I tried to make clear in the FAQ, it is of course normal that a so
> > called "chapter" tries to stick to the Foundation aims, and "of
> > course" adapt them so as to get non-profit (or charity) status in the
> > country they are based in.
> > So for me, any aim that is broad enough to encase the Foundation's
> > goals is fine. As for passing funds on to the Foundation, this has
> > been a standing issue with most chapters anyway, and should be
> > resolved on a one to one basis. Stick to the law, do your best, is my
> > motto.
> >
> > A second problem is that, as I understand it,
> > > under 18s could not subscribe to the company and so would not be able
> > > to become members of the chapter. In the second model the foundation
> > > could have more control of the bylaws of the chapter, that would just
> > > be managed by the charity in fulfillment of its objects. One thing we
> > > would have to look into is if subscriptions paid to the chapter (via
> > > the charity) and passed on to the foundation would be eligible for
> > > gift aid. The advantage of this more complex arrangement is that under
> > > 18s could join, and the bylaws of the chapter could include clauses
> > > such as "the member must be a regular editor of wikipedia" - something
> > > that would be possibly illegal for a chapter set up under option (1).
> >
> > I, for one, am not at all in favour of a complete control of the
> > chapter (whatever its legal form) by the Foundation, at any time.
> > Not to say that I am totally against (and this is a very personal
> > point of view) of restricting access to chapters to wikipedia-editors
> > only.
> > As for under 18s joining, well, that might be a difficult call, but I
> > don't believe it should stop you from doing the right thing.
> >
> > I am totally amazed that we should even *have* this conversation. If
> > "Wiki Educational Resources" is not planning to be "recognized" as a
> > "Wikimedia chapter", then what have we been talking about this whole
> > time? ie. Why is "Wiki Educational Resources" even discussed on a
> > Wikimedia list?
> >
> > (a baffled) Delphine
> > --
> > ~notafish
> >
>
>
> Well, I think, basically, we're going to set up a UK-based charity (first a
> company), which will be about furthering the aims of the Wikimedia
> Foundation. We just don't want to put in exclusive clauses in our
> incorporating documents which could limit our activities, or could even be
> illegal (like being a "subsidiary" of the Wikimedia Foundation). So I think
> it's always going to be a kind of independent body with a relationship with
> the Foundation - this relationship being limited, legally, to the use of
> logo and trademarks. Have I got that right?
>
> I don't think anyone is proposing anything other than a chapter of the
> Wikimedia Foundation - it's just that we're trying to work out what the most
> flexible form of legal structure would be (is there really a substantive
> distinction between Andrew's 1 and 2?). But, when we talk about "limiting
> our options" etc, it's not as if we're going to go off and create
> WikiNuclearWeapons or anything.. :-)
>
> Cormac
>
The only difference between my (1) and (2) is that members of the
chapter would not need to be members of the company/charity if we go
for (2) but would be if we go for (1). This is only an interesting
distinction if we want the chapter to have rules that the
company/charity could not have. 'Members may be under the age of 18'
and 'members must be active editors' are the only cases I can think
of, and I don't know if we would want such rules anyway. Even if we
went down the option (2) path I imagine that most members of the
chapter would also be members of the company/charity.

Andrew
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Gordon Joly
In reply to this post by Florence Devouard-3
At 11:11 +0100 23/1/06, Anthere wrote:

>Gordon Joly wrote:
>>>
>>>
>>>http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings
>>>listed as follows:
>>>
>>>     * 9th October 2005: London
>>>     * 16th October 2005: IRC
>>>     * 13th November 2005: IRC
>>>     * 27th November 2005: London
>>>     * 15th January 2006: London
>>>
>>
>>
>>And Jimbo was present at the 27th November meeting.
>>
>>
>>http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
>>
>>:-)
>>
>>Gordon
>
>Well, if Jimbo is the Foundation, there is no problem then ?
>
>Maybe I need to be a little bit more clearer.
>Right now, we are trying to coordinate actions done by the various
>chapters. This implies a bunch of things, including communication on
>what we do and where we have problems. *We* being at the same time
>the Foundation AND chapters. This is also why we have a local
>chapter coordinator in charge of facilitation communication between
>chapters and between chapters and foundation. Would it be possible
>that that channel  of communication be also used ?
>
>Otherwise, good luck on the creation. Yes, all bylaws are
>different... we are learning :-)
>
>ant
>


I have raised the issued on communication in the past.

So, could expand? What exactly is the "channel of communication"?

Personally, I prefer email to this list, namely
[hidden email] as the primary channel of Wikimedia UK,
and the use of Meta as secondary (e.g. establishing the correct and
current versions of the documents needed to incorporate, our
"roadmap" and so on).

Jimbo was at the 27th November meeting, but we have moved
considerably since then, both from his comments and our own work.

The UK is (probably) the most legislated country on the planet. Libel
laws, company law, charity law have to be considered in some detail.

To quote from "Brazil" (1985):

++--++--++--++--++--++--
Harry Tuttle: Bloody paperwork. Huh!

Sam Lowry: I suppose one has to expect a certain amount.

Harry Tuttle: Why? I came into this game for the action, the
excitement. Go anywhere, travel light, get in, get out, wherever
there's trouble, a man alone. Now they got the whole country
sectioned off, you can't make a move without a form.
--++--++--++--++--++--++


--
Gordo (aka LoopZilla)
[hidden email]
http://pobox.com/~gordo/
http://www.loopzilla.org/
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
Reply | Threaded
Open this post in threaded view
|

Re: Bylaws.

Gordon Joly
In reply to this post by Andrew Walker-3


I meant...

I have raised some issues about communication in the past.

Personally, I prefer email to this list, namely
[hidden email] as the primary channel of Wikimedia UK,
and the use of Meta as secondary (e.g. establishing the correct and
current versions of the documents needed to incorporate, our
"roadmap" and so on).


--
Gordo (aka LoopZilla)
[hidden email]
http://pobox.com/~gordo/
http://www.loopzilla.org/
_______________________________________________
Wikimedia UK mailing list
[hidden email]
http://meta.wikimedia.org/wiki/Wikimedia_UK
http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l