Refusing / Terminating membership

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Refusing / Terminating membership

Andrew Turvey-2
The Model Articles give the Directors the power to refuse membership or to revoke membership where they consider

"it is in the best interests of the charity to refuse the application" or "that his or her membership is terminated"

(Arts 2.3(a) and 4.4 of http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/AoA&oldid=1213850)

There are some safeguards in terms of giving the applicant/member a right to make representations and some time limits.

In addition, the Articles give Directors the power to create a new class of member, and the new class could have different voting rights. So theroretically the Directors could by-pass the safeguards by simply creating a new class (say one which had 0.001 vote each) and accepting an applicant into that class of membership.

My questions:

First, are we happy in principle that the directors should be able to refuse or revoke membership rights. I could imagine it being used, say, for a persistent vandal or someone who is tryign to undermine the chapter.

Second, are we happy that the directors should be able to create a new class of members. The alternative, I guess, is to put this power in the hands of the membership.


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Re: Refusing / Terminating membership

Andrew Cates-5
My view is that's fine. The community have a variety of ways of
dealing with a board which goes off the rails and whilst the board
have our confidence they should be reasonably able to deal with
anything that comes along.

Andrew

2008/10/3 Andrew Turvey <[hidden email]>:

> The Model Articles give the Directors the power to refuse membership or to
> revoke membership where they consider
>
> "it is in the best interests of the charity to refuse the application" or
> "that his or her membership is terminated"
> (Arts 2.3(a) and 4.4 of
> http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/AoA&oldid=1213850)
>
> There are some safeguards in terms of giving the applicant/member a right to
> make representations and some time limits.
>
> In addition, the Articles give Directors the power to create a new class of
> member, and the new class could have different voting rights. So
> theroretically the Directors could by-pass the safeguards by simply creating
> a new class (say one which had 0.001 vote each) and accepting an applicant
> into that class of membership.
>
> My questions:
>
> First, are we happy in principle that the directors should be able to refuse
> or revoke membership rights. I could imagine it being used, say, for a
> persistent vandal or someone who is tryign to undermine the chapter.
>
> Second, are we happy that the directors should be able to create a new class
> of members. The alternative, I guess, is to put this power in the hands of
> the membership.
>
>
> _______________________________________________
> Wikimedia UK mailing list
> [hidden email]
> http://meta.wikimedia.org/wiki/Wikimedia_UK
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>
>

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Re: Refusing / Terminating membership

Thomas Dalton
In reply to this post by Andrew Turvey-2
> First, are we happy in principle that the directors should be able to refuse
> or revoke membership rights. I could imagine it being used, say, for a
> persistent vandal or someone who is tryign to undermine the chapter.

I think it is essential for directors to have that power, just in
case. Someone that insists on disrupting an general meeting, for
example.

> Second, are we happy that the directors should be able to create a new class
> of members. The alternative, I guess, is to put this power in the hands of
> the membership.

The other part I'm not happy with is that the rights of a class of
membership can be changed at a general meeting of just that class,
meaning they can choose to give themselves more votes than everyone
else and no-one else gets a say in the matter. I think I may be
misunderstanding the whole thing...

Remember, giving powers to the directors doesn't mean the membership
can't do anything about it - a general meeting can pass an ordinary
resolution creating a rule (under article 28.4) saying the board has
to put everyone in the "general members" class (or whatever you call
it) unless they have the permission of that member. (I assume the
board can't change a rule added by a general meeting, although that
isn't explicit... it's probably in the Companies Act somewhere.)

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Re: Refusing / Terminating membership

Gordon Joly
In reply to this post by Andrew Cates-5
At 22:38 +0100 3/10/08, Andrew Cates wrote:
>My view is that's fine. The community have a variety of ways of
>dealing with a board which goes off the rails and whilst the board
>have our confidence they should be reasonably able to deal with
>anything that comes along.
>
>Andrew

There's the rub....

The community and the legal body are distinct (in particular the
guarantor members).

Gordo


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Re: Refusing / Terminating membership

Alison M. Wheeler
In reply to this post by Andrew Turvey-2
On Fri, October 3, 2008 22:19, Andrew Turvey wrote:
> First, are we happy in principle that the directors should be able to
> refuse or revoke membership rights. I could imagine it being used, say,
> for a persistent vandal or someone who is tryign to undermine the chapter.

Please, please, please (ok, you get the point!) but please make *no*
mention in any of the legal documents (AoA, MoA) of anything to do with
the Wikimedia Foundation nor with any of its projects (ie editing of or
vandalism of) as it will, eventually, make it difficult for someone in the
future, possibly even yourselves, to show in a court that Wikimedia UK has
no management control or connection with Wikipedia, Wikinews, etc. Don't
muddy waters that should remain crystal clear.

Yes, we may all be aware of a 'likely' co-incidence in the number of
people involved with both, but it needs to be ultra clear that it is
exactly that in law, a co-incidence. It isn't a mandated or
formal-in-any-way connection.

Alison


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Re: Refusing / Terminating membership

Richard Wendland
In reply to this post by Thomas Dalton
> > First, are we happy in principle that the directors should be able to refuse
> > or revoke membership rights. I could imagine it being used, say, for a
> > persistent vandal or someone who is tryign to undermine the chapter.
>
> I think it is essential for directors to have that power, just in
> case. Someone that insists on disrupting an general meeting, for
> example.

I think this is a necessary power, which won't be abused. But if there
are concerns here about abusive mass expulsions to retain control,
the power could simply be limited to a max of 10 expulsions per year by
tacking onto AoA 4.4 something like:

    (c) the Directors have since the previous Annual General Meeting
    terminated the membership of fewer than ten members.

Or the limit could be made 5% of the membership to allow for a large
membership when 10 might be too few.

        Richard
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Re: Refusing / Terminating membership

Thomas Dalton
In reply to this post by Alison M. Wheeler
2008/10/4 Alison Wheeler <[hidden email]>:

> On Fri, October 3, 2008 22:19, Andrew Turvey wrote:
>> First, are we happy in principle that the directors should be able to
>> refuse or revoke membership rights. I could imagine it being used, say,
>> for a persistent vandal or someone who is tryign to undermine the chapter.
>
> Please, please, please (ok, you get the point!) but please make *no*
> mention in any of the legal documents (AoA, MoA) of anything to do with
> the Wikimedia Foundation nor with any of its projects (ie editing of or
> vandalism of) as it will, eventually, make it difficult for someone in the
> future, possibly even yourselves, to show in a court that Wikimedia UK has
> no management control or connection with Wikipedia, Wikinews, etc. Don't
> muddy waters that should remain crystal clear.
>
> Yes, we may all be aware of a 'likely' co-incidence in the number of
> people involved with both, but it needs to be ultra clear that it is
> exactly that in law, a co-incidence. It isn't a mandated or
> formal-in-any-way connection.

Surely the fact that we have a contractual agreement with WMF and
trade under the name Wikimedia UK makes it fairly obvious that there
is a connection with the projects...

In this case, it doesn't matter, there is no reason to list possible
reasons for expelling members in the documents, it can just be left to
the discretion of the board. Giving specific reasons just makes it
easier for people to game the system.

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Re: Refusing / Terminating membership

Alison M. Wheeler
On Sat, October 4, 2008 13:00, Thomas Dalton wrote:
> Surely the fact that we have a contractual agreement with WMF and
> trade under the name Wikimedia UK makes it fairly obvious that there
> is a connection with the projects...

No, a contract doesn't create a relationship in that way. You have a
contract with your bank but that doesn't mean you have a 'connection' in
control / management (ie legal) terms. The agreement to use the trading
name can e withdrawn without affecting the company using it - the
effective wall that needs to be between the WMF and every Chapter - but
including it explicitly in founding documentation would bridge (er door?)
that wall.

Alison


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Re: Refusing / Terminating membership

Thomas Dalton
2008/10/4 Alison Wheeler <[hidden email]>:

> On Sat, October 4, 2008 13:00, Thomas Dalton wrote:
>> Surely the fact that we have a contractual agreement with WMF and
>> trade under the name Wikimedia UK makes it fairly obvious that there
>> is a connection with the projects...
>
> No, a contract doesn't create a relationship in that way. You have a
> contract with your bank but that doesn't mean you have a 'connection' in
> control / management (ie legal) terms. The agreement to use the trading
> name can e withdrawn without affecting the company using it - the
> effective wall that needs to be between the WMF and every Chapter - but
> including it explicitly in founding documentation would bridge (er door?)
> that wall.

Just because the charity is explicitly intended to work with the
Wikimedia projects doesn't give the WMF power over it. Any part of the
governing documents that did so would be void anyway - you can't
overrule the law with your Articles.

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Re: Refusing / Terminating membership

Michael Bimmler
On Sat, Oct 4, 2008 at 5:00 PM, Thomas Dalton <[hidden email]> wrote:

> Just because the charity is explicitly intended to work with the
> Wikimedia projects doesn't give the WMF power over it. Any part of the
> governing documents that did so would be void anyway - you can't
> overrule the law with your Articles.

Possibly. But I would strongly advise, from a ChapCom point of view,
against a sentence, which was proposed here, if I recall correctly,
such as "The association shared the goals and vision of the Wikimedia
Foundation" (I quote from memory but it was in this direction).

This suggests that, whatever WMF does and in the future decides to do,
WmUK will principally follow. And here, a judge might intervene and
say "Hey, wait a moment, if WmUK ties its goals so closely to the
Wikimedia Foundation and just incorporates them by reference as their
own goals, this company is probably really just a branch of the WMF.
And if the WMF changes its goals, the branch will follow. So why
exactly did you say that you are not WMF's British daughter company
representing them?"

(I am aware that there is a bit of a non sequitur between the second
last sentence and the following question. But then, I am afraid you
need to calculate the possibility that a judge will make this non
sequitur).

And yes, WmCH bylaws do have a similar sentence. Now, with the
experience of some more years, I would not include it anymore. But at
least, we also have quite a few sentences on our goals independent
from the WMF.

Regards,
Michael


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Re: Refusing / Terminating membership

Thomas Dalton
> Possibly. But I would strongly advise, from a ChapCom point of view,
> against a sentence, which was proposed here, if I recall correctly,
> such as "The association shared the goals and vision of the Wikimedia
> Foundation" (I quote from memory but it was in this direction).

I agree, I wouldn't have a sentence like that either since the fact
that what those goals are can change means isn't necessarily
charitable. I would go with something like "support the Wikimedia
projects". How and why we support them are up to us. It might be a
good idea to elaborate a little on forms of support to make it clear
that we're not talking about financial support (which we can't give,
at least not directly), although we shouldn't restrict ourselves to
just forms of support we can think of now (I don't think we need to
explicitly say we won't give financial support since our intention to
obey the law is implicit).

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Re: Refusing / Terminating membership

Michael Bimmler
On Sat, Oct 4, 2008 at 9:09 PM, Thomas Dalton <[hidden email]> wrote:
>> Possibly. But I would strongly advise, from a ChapCom point of view,
>> against a sentence, which was proposed here, if I recall correctly,
>> such as "The association shared the goals and vision of the Wikimedia
>> Foundation" (I quote from memory but it was in this direction).
>
> I agree, I wouldn't have a sentence like that either since the fact
> that what those goals are can change means isn't necessarily
> charitable. I would go with something like "support the Wikimedia
> projects". How and why we support them are up to us

Agreed. For reference and possibly inspiration, I'm providing the
Swiss version , though this includes direct financial support (which
we, contrary to you, can do and are doing). Consider especially point
4 for actual activities.

Michael

" 1.  The purpose of the Association is to support the creation,
collection and distribution of Open Content in a not-for-profit way in
order to support education and the equal opportunity of access to
knowledge. In terms of the Association, Open Content refers to all
work that has been placed by its author under a license, which allows
everybody to modify and distribute these works. In addition, the
awareness of the related social and philosophical issues will be
enhanced.
   2. For collection and distribution of Open Content, Wikis should be
used predominantly, yet not exclusively. Wikis are software systems
accessible via the Internet which let their users both access and
modify content, thus enabling the joint creation of such content. The
most prominent example of this principle is the free encyclopedia
"Wikipedia" initiated by Larry Sanger and Jimmy D. Wales which is
operated by the Wikimedia Foundation.
   3. The Association shares the objectives of the Wikimedia
Foundation, Inc., a not-for-profit organisation based in Florida, USA.
The Wikimedia Foundation coordinates activities along the lines of the
Association's purpose within the international sector, and manages the
name Wikimedia as well as the names of the various international
Wikimedia projects.
   4. The Association's purpose is to be pursued by:
         - the operation and the funding of operation of online
systems for creation, collection and distribution of Free Content.
         - the distribution and the support of distribution of Free
Content by other means, eg. in digital or printed form, with focus on
the contents of the international Wikimedia projects.
        - the acquisition, provision and distribution of information
and public relations work relating to Free Content, Wikis and the
various Wikimedia projects through events or printed media.
        -  resolving scientific, social, cultural and legal issues
relating to Free Content and Wikis, eg. through expert opinions,
surveys, studies, and the awarding of scholarships.
        - the support of the interchange and cooperation of the
Wikimedia-projects in various languages, especially German, French,
Italian and Rhaeto-Romanic, as well as in Swiss dialects in the
Alemannic Wikimedia-projects.

   5. The Association may collect funds for or transfer them to other
tax-exempt corporations or corporations under public law, if they are
used exclusively for the purposes mentioned above, and it may hold
shares or be a member of such corporations.
   6. The Association does not pursue commercial aims and does not
seek to make profit.
   7. Funds of the Association can only be used for purposes stated in
these statutes. Its members do not, as members, get any financial
benefits from the Association's funds. Members may not receive any
part of the assets of the Association when they cancel their
membership, or when the Association is dissolved or terminated. No
person may benefit through spendings which are not necessary for the
promotion of its aims or through disproportionally high payments. "

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Re: Refusing / Terminating membership

Thomas Dalton
In reply to this post by Richard Wendland
> I think this is a necessary power, which won't be abused. But if there
> are concerns here about abusive mass expulsions to retain control,
> the power could simply be limited to a max of 10 expulsions per year by
> tacking onto AoA 4.4 something like:

That's open to abuse - get a group of 11 people together and start
causing trouble! A general meeting ought to be able to override such a
decision in the unlikely event that it is abused (I think general
meetings can do pretty much whatever they like as long as it doesn't
explicitly contradict the Articles or the law).

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