Talk:Affiliations Committee/Archives/2015

Movement partners

Hello! The concept of movement partners is mentioned in a few places but historically AffCom pages have avoided linking to the page discussing this concept because it is a draft. I put some links in some places because I had a need to discuss the concept.

If anyone feels like developing the page then I would encourage them to do so. The concept has been around since 2012 and the model is already being used to some extent, so I think it is fair to have some active links to this concept. Blue Rasberry (talk) 20:00, 20 January 2015 (UTC)

Interesting. If Affcomm has objections to organziations like Wikimedia user groups/Applications/Tec de Monterrey Wiki Learningas one of the three types of affiliations, they should look more closely at this option.Thelmadatter (talk) 20:37, 13 February 2015 (UTC)

Movement partners model is designed for international nonprofits doing work outside of the Wikimedia movement that compliment our goals. Generally those entities already have existing working relationships with WMF - so there has not been the level of urgency to address this model, and it seems very unlikely to me that Tec de Monterrey Wiki Learning would qualify as an international nonprofit doing work outside of the Wikimedia world. It is more meant for entities like Freenode, Internet Archives, etc. However, the model is not yet developed enough to offer a really good description, so I am reacting mostly based on gut and basic understanding as it exists now. I would also note that AffCom has not spoken to the Tec de Monterrey Wiki Learning application at all yet, so assuming there will be objections seems like a rather negative starting point and also implies that you believe you are putting something before us that you believe we will object with - which again seems like a negative way to start things. I recognize why you might come to these conclusions, but we try to review each application anew, and I encourage you to do the same. There is a reason we encourage people to re-apply - and it's not just so we can auto-reject. Only four applications have completed the affiliations process and not been approved (three were later approved in some form btw) - it is not something AffCom or the WMF Board does lightly or enjoys doing. --Varnent (talk)^(COI) 18:00, 14 February 2015 (UTC)

AffCom has not yet developed this model or officially rolled it out. We will do so once we feel the rollout of user groups and thematic organizations is completed. --Varnent (talk)^(COI) 17:40, 14 February 2015 (UTC)

Wiki Learning

I would like to know if there has been any progress on this application Wikimedia user groups/Applications/Tec de Monterrey Wiki Learning. I know you had a meeting at the end of January. Thank you.Thelmadatter (talk) 17:26, 13 February 2015 (UTC)

We are actively reviewing this application as we complete our tasks stemming from the January meeting. The contacts for the application will hear back from us once there is an update. --Varnent (talk)^(COI) 17:41, 14 February 2015 (UTC)

Private wiki for AffCom has been changed

Thank you with tears! --Liuxinyu970226 (talk) 23:23, 30 August 2015 (UTC)

Wikimedia Affiliates Network

Hi, When will the model (for appplying) for Wikimedia Affiliates Network or Movement Partners be finalized? Abbasjnr (talk) 13:35, 18 October 2015 (UTC)

The Wikimedia Affiliates Network is not something the Affiliations Committee is working on, and there is no timeline currently for Movement Partners. --Varnent (talk)^(COI) 14:14, 18 October 2015 (UTC)

Oh, here I was thinking that that page (which I linked above) was created by AFFComm, no? May I ask: would AffComm be interested in recognizing a Movement Partner if an institution expressed interest? I'm asking this because I'm assuming that maybe that there is little that's being done in this area because of lak of interest (from the Movement Partners)? Abbasjnr (talk) 00:42, 19 October 2015 (UTC)

There is some interest from movement partners, but unfortunately there are other considerations that we are waiting on to be addressed. The big delay thus far has been rolling out the user groups and thematic organizations. However, there is a hold on new chapters which is coming to an end soon that will need to be handled first. Additionally, there changes happening elsewhere that are also delaying this a bit. I wish I could offer a more specific timeline, but I think for now, this will remain on hold. That said, there is nothing stopping existing affiliates from partnering with outside organizations, or the outside partners from reaching out to WMF for partnerships. Matters related to usage of logos can be handled already with the trademark usage request process managed by Legal. --Varnent (talk)^(COI) 07:15, 19 October 2015 (UTC)

Thanks! Abbasjnr (talk) 03:19, 21 October 2015 (UTC)

Wikimedia Australia committee is unconstitutional

Dear AffCom members

I write in relation to AffCom's responsibility No. 6: "The Committee will, upon information or evidence received, investigate the status of Affiliates and where necessary, recommend a change or removal of affiliate status to the Board of Trustees."

I request that AffCom investigate the status of the affiliate under this responsibility.

The recent annual general meeting of Wikimedia Australia was held concurrently with the annual election for the affiliate's management committee; on 11 October. No candidate could be found to stand for the office of treasurer. The position is thus vacant.

Rule 20 (1) says:

"The affairs of the Association shall be managed by the committee of management." (Here, "Association" is the legal term for the affiliate under the incorporation law.)

Rule 20 (3) says:

"The committee shall consist of—

(a) the officers of the Association; and

(b) four ordinary members—

each of whom shall be elected at the annual general meeting of the Association in each year."

Rule 21 (1) says:

"The officers of the Association shall be—

(a) a President;

(b) a Vice-President;

(c) a Treasurer; and

(d) a Secretary."

Rules 20 (3) and 21 (1) leave no room for doubt. On 11 October there was a fundamental breach of 20 (3), leaving untenable the position of the affiliate's committee and thus of the affiliate itself.

Rule 32 (1) provides that the treasurer must discharge two essential responsibilities:

"The Treasurer of the Association must—

(a) collect and receive all moneys due to the Association and make all payments authorised by the Association; and

(b) keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association."

I have learnt through hearsay that the committee has been seeking to fill the position, unsuccessfully, and is unclear as to what happens next. There is apparently written acknowledgement that the "casual vacancy" rule—Rule 24—does not apply in the case of a flawed election ; i.e., one that breached Rules 20 (3) and 21 (1). I do not see a way around this problem. There is no provision for annulling the terms of the three officers whose positions were filled at the AGM.

With respect and thanks for your time. Tony (talk) 12:07, 27 October 2015 (UTC)

Where the Associations rules dont prescribe the outcome then the rules as provided by Consumer Affairs Victoria(CAV) apply. We sort clarification and advice from CAV, in such a situation described above the secretary becomes the responsible person and can continue in the duel role until a member is co-opted to committee or the next AGM. In the discussion I started with the members I indicated this option would occur and asked them for feedback or concerns. Gnangarra (talk) 12:08, 28 October 2015 (UTC) -- President Wikimedia Australia

Thanks, Gideon. Yes, but the CAV insists that incorporated associations follow their own rules. The rules, in this case, require something fundamental: the filling of the four office-bearing posts at the AGM. The AGM can be adjourned to seek nominees for the four positions—but no adjournment was sought at the AGM. Therefore the eggs are scrambled, and there's no consistutional way back. You need legal advice, and the CAV is really bad at doing that because it has tens of thousands of associations on its books. Any old person on their helpdesk won't have a clue. You need to ask for a senior advisor who knows the law, and you need to (probably email them) just the relevant rules as I've presented above, with a summary of the sticky situation the chapter has got itself into. At the moment, the chapter is not legally constituated in my view, and cannot do anything. You should not be spending any money until there's a resolution.

My next concern is the silence from AffCom; the WMF Board gave it Responsibility 6 several years ago, and that responsibility needs to be taken seriously. Tony (talk) 08:07, 30 October 2015 (UTC)

Thanks for your unqualified opinion and interpretations but firstly CAV is very clear in that where Association rules conflict with the legislation then those rule are invalid, where association rules do not cover the scenario taking place again Legislation applies. The WMAU rules dont cover an unfulfilled vacancy in office holders from an AGM so CAV legislation applies and it specifies that responsibilities are transferred to Secretary(Public Officer) only a vacancy in the position of Secretary has any cause to pause all activities of the association until that position is filled that also has a time limit of 28 days to do so. I'm more than happy to discuss this with WMAU members, Affcom, and the WMF. Gnangarra (talk) 08:27, 30 October 2015 (UTC)

Ugh. Firstly, the AGM must fill eight seats. That is extremely clear in the Rules. The Rules do allow for insufficient nominations --

23(3) further nominations may be received at the annual general meeting.

Did the chair ask for further nominations? Was nobody in attendance willing?

If the chair didn't adjourn the AGM due to uncompleted mandatory business, a "second AGM" needs to be called. Please google it. It is not uncommon. Due to required notices, the AGM must be called very soon in order to hold the AGM before the end of November as required by the Act, unless an extension has been granted (though CAV is pretty lenient about this and the Act allows them to grant an extension even after the due date. John Vandenberg (talk) 09:31, 30 October 2015 (UTC)

• Please read and I quote CAV rules[1]

'57 Filling casual vacancies

(1) The Committee may appoint an eligible member of the Association to fill a position on the Committee that—

(a) has become vacant under rule 56; or

(b) was not filled by election at the last annual general meeting.

(2) If the position of Secretary becomes vacant, the Committee must appoint a member to the position within 14 days after the vacancy arises.

(3) Rule 55 applies to any committee member appointed by the Committee under subrule (1) or (2).

(4) The Committee may continue to act despite any vacancy in its membership.'

nowhere in CAV does it say the AGM must be ajourned until all committee positions are filled, the link JV refers to is one where the AGM doesnt take place as prescribed in section 30 Annual general meetings (1)The Committee must convene an annual general meeting of the Association to be held within 5 months after the end of each financial year... Again WMAU has acted within the rules of the Association and those as laid out by CAV we continue to do so... Gnangarra (talk) 10:30, 30 October 2015 (UTC)

Appointing a member to fill a vacancy is very sensible, I hope the WMAU rules will allow it (we have such rules in Wikimedia Italia though we've not had to use them yet). Also, assemblies must be very expensive for attendees in Australia. Nemo 11:22, 30 October 2015 (UTC)

In person assemblies would be that was shown by the travel costings of a national conference but we can do our meetings electronically and yes we can co-opt members to committee Gnangarra (talk) 11:32, 30 October 2015 (UTC)

If the chair didn't adjourn the AGM due to uncompleted mandatory business, a "second AGM" needs to be called. Please specify the rule and/or section of the Act which says this. It "may" adjourn if the AGM chooses to do so, but there is certainly no requirement to do so, unless the meeting is inquorate - however, it had eight attendees as against five required. The rules cover only these two situations, and the Act is actually silent on exactly how a committee is elected other than specifying the role of Secretary must be filled. Orderinchaos (talk) 02:01, 31 October 2015 (UTC)

Gnangarra, that '57' you refer to is from the 'model rules', which are not relevant for WMAU. John Vandenberg (talk) 12:05, 30 October 2015 (UTC)

where the association rules dont cover the scenario then the model rules apply. Gnangarra (talk) 12:12, 30 October 2015 (UTC)

As noted below, the key provision is actually in our existing rules anyway, as 27(4). Orderinchaos (talk) 02:01, 31 October 2015 (UTC)

from the act[2] 48 Rules of an incorporated association (3) If the rules of an incorporated association do not make provision for a matter as required by section 47(2), the model rules, to the extent that they make provision for that matter, are taken to be included in the rules of the association. section 4 A rule or purpose of an incorporated association that is inconsistent with this Act or contrary to law is of no effect any conflict between our rules and the act our rules have no effect and the model rules as they pertain to the matter are the rules of the association. Gnangarra (talk) 12:59, 30 October 2015 (UTC)

Rule 47(2) refers to items laid out in Schedule 1, Schedule 1 section 9 part D the filling of casual vacancies occurring within the committee; all very clear WMAU is acting within the rules of WMAU and where our rules dont make provision following the models which are considered our rules and the model rules themselves have precedent should there be any inconsistency between the two. Gnangarra (talk) 13:04, 30 October 2015 (UTC)

Sigh. To help us outsiders see where you are coming from, can you answer the previous questions I put to you:

1. Did the chair ask for further nominations per the WMAU rules?
2. Was nobody in attendance willing?

Thanks, John Vandenberg (talk) 13:11, 30 October 2015 (UTC)

I thought your question was answered because at the end of the meeting we had vacancies on the committee. I have said we followed the rules and even gone in to depth about the rules and how they interact with the legislation. Gnangarra (talk) 13:50, 30 October 2015 (UTC)

Direct answers would be more helpful.

Anyway, The model rules (via Rule 47(2)) is only relevant if the organisations Rules do not make provision for an item in Schedule 1. The WMAU Rules do cover all of those items.

WMAU cant disregard the WMAU Rules regarding elections (must be appointed) and general meeting procedures (adjourning to complete business) merely because the Model Rules are more permissive. The organisations Rules must be followed as much as possible. And this is especially important during a general meeting, and triply important during an annual general meeting.

Choosing to not adjourn, or hold a second AGM, to complete business required for an AGM is a serious dereliction of duty.

If WMAU does attempt to hold a second AGM, and is still unable to fill the necessary seats after a second AGM, then the organisation would have reasonable grounds to claim that it has found itself in a situation that its own Rules do not adequately cover, and it could then look to the Model Rules for guidance. John Vandenberg (talk) 21:46, 30 October 2015 (UTC)

There is nothing in the WMAU rules[3], the CAV model rules, nor the legislation that says the AGM must be adjourned because there is a vacancy on the committee, as noted above rule 57.4 The Committee may continue to act despite any vacancy in its membership. Gnangarra (talk) 00:48, 31 October 2015 (UTC)

I had chosen not to reply a couple of days as I didn't see any need to do so and was quietly sorting out the situation in the background.

Firstly, yes, the only rules that apply are our Rules and the Associations Incorporation Reform Act 2012 (Vic).

Rules 20(3) and 21(1) read together are a statement of fact and an upper limit, not a lower limit. They bar us from electing nine candidates, but the rules themselves allow for vacancies, both through filling at the AGM, and/or operating without as needs be. Rule 27(4) - which nobody seems to have quoted so far - states "(4) The committee may act notwithstanding any vacancy on the committee." The *only* situation that requires adjournment of an AGM is lack of quorum, and we had eight members present, while the quorum is five. I have confirmed with CAV (government regulator in the state of Victoria where we operate, for those reading) that it is quite normal to run with vacancies at the lower levels. When I was at another organisation in WA they typically ran with two vacancies (out of 10) which allowed them the freedom to coopt good people (they haven't had an election for over 10 years but run just fine), and certainly in this organisation, there have been times when it's been necessary to operate with five when our rules said six, or seven when our rules said eight. That's just life - you can't put a gun to people's head and make them nominate, there *will* be times when there's less, and as long as we fulfil our legal obligations as a committee collectively, then the job gets done. (Incidentally 32 relates to the role of Treasurer, not the person - in the lack of a person, the role is performed (rather awkwardly) by the Committee as a whole, by resolution. We actually checked this. Gnangarra sent out an email on Monday confirming that no major undertakings would be entered into during our search for a treasurer.)

In answer to John, yes, a call went out at the AGM, and nobody responded. Two emails were subsequently sent out to encourage people to nominate, but that also produced no results on the Treasurer angle. This is understandable - from our discussions with people, the Treasurer role is a significant duty that requires some skill, and people with no experience of it feel intimidated by it. Have seen that on other committees too, it's often a hard role to fill.

Section 76 of the Act enables me as Secretary to step in to fill any unfilled executive role if it's clear that we need to just move on and worry about the details later. I made the decision to do so last Wednesday, and a motion is presently going through committee to enable that. We have had advice from CAV that this does not breach our existing rules, and is in fact, again, quite a common situation for associations (that's why they put such a provision in the Act). While I'm able to serve in that role through the term, I am still hoping that someone will come forward, and it is easy enough to bring them onto the committee at that time.

We work pretty closely with the CAV when these sorts of situations arise - I had to when I first arrived as secretary and found myself with SGM minutes that hadn't been lodged by the due date (a few days before my appointment), but a provision in the Act allows discretion by the Registrar, so I simply phoned the Registrar and explained the situation, he said to put it in writing and the rest is history. The CAV do not intend to be a monolithic overlord, they're there to help us run properly. They deal with everything from residents associations to giant charities and are used to dealing with people with little legal or administrative experience.

Hope this helps clear up some niggles and reassures people that while the situation could be more ideal, it's certainly not the disaster it's being painted to be. We're in the same situation many associations (especially small ones) find themselves in from time to time. Our mission this term is to try and generate some interest through activities - it's been a cause of mine since day one, and I hope we can actually get on with it now that I'm in two executive roles, and that the most successful project initiator in our chapter's history is our President. At least from starting low, we can shoot, say "Watch this!", and call whatever we hit both the target and an improvement. Orderinchaos (talk) 01:31, 31 October 2015 (UTC) (Secretary of Wikimedia Australia)

You write: "Rules 20(3) and 21(1) read together are a statement of fact and an upper limit, not a lower limit." – Please explain how 20(3) and 21(1) could possibly be referring to a range, rather than a specific number.

You write: "the rules themselves allow for vacancies, both through filling at the AGM, and/or operating without as needs be. Rule 27(4) - which nobody seems to have quoted so far - states "(4) The committee may act notwithstanding any vacancy on the committee." – "Vacancy" is very clearly defined in Rule 24: "The office of an officer of the Association, or of an ordinary member of the committee, becomes vacant if the officer or member (a) ceases to be a member of the Association; or (b) becomes an insolvent under administration within the meaning of the Corporations Law; or (c) resigns from office by notice in writing given to the Secretary; or (d) fails to attend three consecutive scheduled committee meetings without leave." – But which one of these options—(a), (b), (c), or (d)—covers failure to fill the position at the AGM, as required by 20(3)? The answer is: none of them does. The position is not "vacant". The Incorporations Act doesn't require a treasurer—it's the chapter's rules that do, and they insist that the position be filled at the AGM. JV has helpfully pointed out that the only way to comply with the rules in this case was to adjourn the AGM and reconvene having gone through the correct procedure for nominating a candidate for treasurer. That is what renders the situation unconstitutional. Either you follow the chapter's rules or you breach them (under the Act, those rules are "a contract" between the committee and the members). The Act (and the model rules you haven't adopted) are not a fallback so that the chapter can breach its own rules whenever it suits. Untenable. Tony (talk) 07:22, 31 October 2015 (UTC)

Very simple answer to this. This is a situation - not unprecedented, it also occurred in 2013 - that the rules didn't anticipate (apart from saying unmistakably that we can operate regardless), and therefore are silent on. Four types of vacancies are outlined then another rule - which has actually been our key issue in all this - confines its comments on vacancies to that definition. As Gideon correctly says, the Act then takes precedence, and it itself is silent on the election of committees other than the Secretary. Which means we're in a situation which neither the rules nor the Act give guidance on. This by default then *is* constitutional, as what is not forbidden is permissible. (In a public policy context, it's why designer drugs initially were "legal" in the 90s - they weren't intended to be legal, but they were permitted through the absence of a law to prevent them.) We actually *did* get good advice on this. My statement above was a summary of the key parts of it as I understood them, one bit that I omitted was that there is no penalty clause in either the Rules or the Act to cover a "breach" as described, which is the normal case for enforceable rules. For instance, there are penalty units prescribed if we abuse the finances or act unconscionably. There aren't even penalties for holding a rigged election, for example (not that we would, but just citing an extreme example). The CAV's view on this is that the membership have the ability to force us to an SGM and remove all of us were we to do so. Orderinchaos (talk) 14:08, 31 October 2015 (UTC)

all positions on the committee are vacated at the end of the term(AGM), if there are no nominations then the position is vacant. The act & model rules isnt a fallback they take precedence over the rules as the association is incorporated under the Act. We have followed the rules of WMAU, the model rules and the Act Gnangarra (talk) 07:54, 31 October 2015 (UTC)

Gnangarra, for heavens sake, the model rules do not take precedence over the rules of the organisation. I beg you to strike/refactor that (and you can remove my comment here if you do). John Vandenberg (talk) 08:06, 31 October 2015 (UTC)

John section 48 of the Incorproations Act Victoria 2012 Rules of an incorporated association part 4 A rule or purpose of an incorporated association that is inconsistent with this Act or contrary to law is of no effect as you know even the President of Wikimedia Australia doesnt have the legislative power to change the laws of Victoria. Gnangarra (talk) 08:27, 31 October 2015 (UTC)

Sheesh. So which rule or purpose of WMAU do you believe is inconsistent with this Act or contrary to law? John Vandenberg (talk) 08:32, 31 October 2015 (UTC)

I'm just answer your question here, you insisted I withdraw my comment because the act doesnt take precedence over WMAU rules when in fact & in law it does. You claim the meeting should have been adjourned though I point out that wmau rules do not have such a provision, and that they also arent clear on the issue of the vacancy due to no nominations, so therefore the ACT applies it is clear that the committee can operate with a vacancy in any position except the Secretary and its constitutional. Gnangarra (talk) 08:38, 31 October 2015 (UTC)

Gnangarra, you said "The act & model rules isnt a fallback they take precedence over the rules". (emphasis added) I suggested that you remove model rules from that statement, as it is indisputably not correct, and I hope you can see that and rectify it promptly. John Vandenberg (talk) 08:49, 31 October 2015 (UTC)

(eidt conflict) Gnangarra, John didn't claim that the Act doesn't take precedence over WMAU's rules. I'd say John is perfectly aware that the Act does take precedence; but only where there's an inconsistency. He wants you to identify which WMAU rules are inconsistent with the Act. If your point is that the Act doesn't require a treasurer, and WMAU's rules do—well, that's not inconsistent. If the Act said you can't have a treasurer, sure, it would override WMAU's 20(3). But it doesn't say you can't. Without Act–Rule inconsistency, the Rules govern. On a quick read-through, there's only one inconsistency, to do with a two-year-membership requirement to view the membership list (the Act says any member has that right). Tony (talk) 08:55, 31 October 2015 (UTC)

The Act says there can be a vacancy, originating from the AGM & election process and that the AGM doesnt need to be adjorned until the position is filled. The act also says the committee can continue to function with a vacancy. As for the other point about seeing the membership register that's matter you needed to take up with John as it occured while he was on the committee, its not something the current committee can resolve for you. Gnangarra (talk) 10:54, 4 November 2015 (UTC)

• I ask you to report here which illegal method you use to get out of this situation. By then it will surely be time for AffCom to discharge its Responsibility No. 6. Tony (talk) 04:18, 3 November 2015 (UTC)
  • None Gnangarra (talk) 10:54, 4 November 2015 (UTC)
    • In which case, please specify what legal method you have come up with, or I will ask that AffCom conduct an investigation. Tony (talk) 00:18, 5 November 2015 (UTC)
      • We have answered the questions, we have shown we followed the WMAU rules, and Victorian legislation in which jurisdiction the chapter is incorporated. Wikimedia Australia will happily welcome any investigation from the WMF, AffCom, Consumer Affairs in Victoria and or WMAU members but there is no point to further indulging your trolling while you make unfounded accusations of us acting illegally and threatening us with making AffCom another conduit through which you can continue trolling. President Wikimedia Australia Gnangarra (talk) 01:57, 5 November 2015 (UTC)

Update: WMAU still unconsistutional

My attention has been drawn to posts on 5 and 8 November at WMAU's site, announcing that the secretary has "assumed the treasurer position under Section 76 of the Act".

Section 76 of the Associations Incorporation Reform Act 2012 (nowhere specified) of the state of Victoria states:

76 Secretary may hold other offices in association

The secretary of an incorporated association may, unless the rules of the association provide otherwise, hold any other office in the association.

The problem that seems to have been glossed over, like a dead cat pushed under the carpet, is that the rules of the association do provide otherwise. They say that the treasurer must be elected at each AGM. The details are above, where past president John Vandenberg has expanded on that issue, pointing out the only way for the situation to be rectified.

Thus WMAU's committee continues to be illegally constituted. Tony (talk) 07:37, 23 November 2015 (UTC)