Talk:Wikimedia Ísland/Bylaws

General questions from the Affiliations Committee (AffCom)

Hi guys. Before I begin reviewing your by-laws, I hope you can answer some questions for me, which are required from all aspiring affiliates. Thanks! :) --Sky Harbor ^(talk) 02:49, 15 June 2013 (UTC)

• Who are the people behind this application?

A group of Icelandic Wikimedians who see the need for a local chapter which has official ties with the Wikimedia Foundation.

• • How many?

Twenty one individuals have lent their support via signature.

• • any active (on local or international level) Wiki[pm]edians? (please provide user names and wiki of origin)

Áki G. Karlsson, a bureaucrat on the Icelandic Wikipedia and sysop on the Icelandic Wikisource.

Bjarki S, a bureaucrat on the Icelandic Wikipedia, Wikibooks and Wikiquote, an administrator on the English Wikipedia and on the provisional board of the Wikinewsie Group.

Bragi H, a bureaucrat on the Icelandic Wikipedia.

Friðrik Bragi Dýrfjörð, a bureaucrat on the Icelandic Wikipedia, sysop on the Icelandic Wikibooks.

Hrafn H. Malmquist, a bureaucrat on the Icelandic Wikipedia, active on english and commons.

Jóhann Heiðar Árnason, an administrator on the Icelandic Wikipedia.

Max Naylor, a bureaucrat on the Icelandic Wikipedia.

Magnús Óskar Ingvarsson, a bureaucrat on the Icelandic Wikipedia.

Jóhannes Birgir Jensson, a bureaucrat on the Icelandic Wikipedia, Wiktionary, Wikibooks and Wikiquote. A sysop on the Icelandic Wikisource.

Jóna Þórunn Ragnarsdóttir, a bureaucrat on the Icelandic Wikipedia and patroller on the Norwegian Wikipedia.

Salvör Gissurardóttir, a bureaucrat on the Icelandic Wikipedia and sysop on the Icelandic Wikibooks.

Stefán Örvar Sigmundsson, a bureaucrat on the Icelandic Wikipedia, sysop on the Icelandic Wikibooks and a reviewer on the English Wikipedia.

Svavar Kjarrval, a bureaucrat on the Icelandic Wikipedia and a participant in the Wikinewsie Group.

Ævar Arnfjörð Bjarmason, a bureaucrat on the Icelandic Wikipedia and the Mediawiki wiki. Reviewer on the English Wikipedia.

• • Active in which communities if any?

See above. The list mostly includes users of the Icelandic Wikipedia. The links provided are to their user pages on the Icelandic Wikipedia. But also to a lesser extent the English Wikipedia and Commons.

• Could you give a short overview of the time path of the founding up to now?

The original page for Wikimedia Ísland was created almost six years ago, in August 2007, floating the idea of creating an Icelandic chapter. Interest seems to have petered out and entered a hiatus lasting until the beginning of this year, leading to the creation of a preperation committee and the submission of the bylaws.

• Have there been any activities/meetings etc. of this group of people?

There have been four meatspace meetings this year to prepare the application and chatting about Wikimedia and its projects.

List of formal meetings:

2013-02-03 - Meet-up (location: Glætan)

2013-02-17 - Preparation meeting for the foundation of Wikimedia Ísland and other matters (location: Glætan)

2013-04-04 - Preparation meeting for the foundation of Wikimedia Ísland (location: Glætan)

2013-05-12 - Preparation meeting for the foundation of Wikimedia Ísland (location: Mánagata 8, Reykjavík)

• What kind of activities are planned for the future in the chapter?

Doing concentrated Wikipedia lessons and introductions aimed at recruiting new users. Possibly target groups are high school students, college students, senior citizens, and various other groups.

Furthermore. We are looking at possible cooperation between the chapter and GLAMs. One of the users listed is an employee of the National and University Library of Iceland (and happens to have attended GLAM-Wiki 2013). We are in the process of introducing collection material to Wiki[mp]edia through a trial. This could be geared up through formal cooperation (perhaps something along the lines of what NLF and Wikimedia France did).

• Do you have an overview of how many Wikimedians would like to join the chapter when founded?

Probably 20-30.

• Have the bylaws been reviewed by a lawyer/specialist?

Yes. Bjarki S is a lawyer and has participated in writing and reviewing the bylaws.

• How can we help you?

By giving us a mandate to further the cause of free knowledge in the name of Wikimedia.

By-laws review

Hi guys. Again, thanks for answering the previous set of questions. I started reviewing your by-laws, and there are a number of questions that I have about them which I hope you'll be able to answer. Some of these are clarificatory questions so I can understand what the article in question means. Good luck, and I hope to hear from you guys soon. :) (In the event that I have more questions, I will also post them here.) --Sky Harbor ^(talk) 01:06, 27 July 2013 (UTC)

• 2.2: Is there a way (or is it possible) to pay membership dues outside the annual meeting?

Yes. Together with 2.3 it binds the board to accept payments of membership dues any time between AGMs and enables new members to register and pay any dues before the agenda starts. -Svavar Kjarrval (talk) 02:40, 27 July 2013 (UTC)

• 3.2.1/3.2.2: When will this special election be held, and who may participate in this election?

At the AGM (or at an EAGM according to article 4.7) and by all members (article 3.1). Special election means that the President and Vice president shall be elected separately and not as a part of the same ballot. -Svavar Kjarrval (talk) 02:40, 27 July 2013 (UTC)

• 4.1/4.7 (major): I notice that the Board will be composed of six members. In most chapters, boards have an odd number of members so that ties can be easily broken, especially since I notice the Chair has the tie-breaking vote. I suggest increasing the number of Board members to seven to prevent situations wherein the Board is evenly split.

This can happen anyway since it would only need one board member to not vote to put the Board back into an even split. But I do see your point, like if both the tie-breakers abstain or aren't present, although it would still happen if the third member can't vote either. If tie-breaking votes are removed, it would enhance the power of absolute majority which would mean, in the event of a tie, the decision would not pass. Would that solution be acceptible? -Svavar Kjarrval (talk) 02:40, 27 July 2013 (UTC)

Well, maintaining a tie vote is fine, but I could suggest either imposing a limit on the number of tie votes that can be called, or that a vote can be reached by consensus in the event of a tie. That way, ties can still be determined if need be, but they do not derail any other business you guys may have, or the vote altogether. --Sky Harbor ^(talk) 05:27, 31 July 2013 (UTC)

How about removing the tie-breaking power and reducing the board members to five? --Jabbi (talk) 15:06, 12 August 2013 (UTC)

That works too. :) (Just to clarify: I presume you all decided on this change, right?) --Sky Harbor ^(talk) 13:06, 15 August 2013 (UTC)

Well, three of us are active with regards to shaping the laws in detail and we agreed, yes. --Jabbi (talk) 16:51, 15 August 2013 (UTC)

It seems this also has to be changed in art. 5.3? Effeietsanders (talk) 17:37, 2 October 2013 (UTC)

Done --Jabbi (talk) 10:51, 7 October 2013 (UTC)

• 4.4 (clarificatory): What is the power of procuration?

The power to legally bind the chapter, for example to sign documents where the chapter takes upon itself legal responsibility. In context, it is not possible to legally bind the chapter unless it's due to a formal decision or action by the Board. -Svavar Kjarrval (talk) 02:40, 27 July 2013 (UTC)

• 5.5: What is the role exactly of the Account Inspector? Is it akin to an auditor?

Yes. Traditionally, the Account Inspectors audit the accounts. They can't be a part of the Board since the sole purpose of the roles is to enable members to discover if things aren't OK without spending a great deal of money on official auditors. The Inspectors' statements regarding the accounts are attached to the Treasurer's report at each AGM where they sign a statement that all is in order or otherwise state why they think it is not. If they have any reason to doubt the validity of the accounts, they have a duty to say so. -Svavar Kjarrval (talk) 02:40, 27 July 2013 (UTC)

• 5.7 (clarificatory): Would this decision to curtail the freedom of observers to speak be determined prior to or during the meeting?

Only during the meeting since no elections on the matter can be held without the meeting being started first. The clause 'attending members' would prevent any such elections to be held before the meeting since it can't be logically determined how many there will be until the meeting has started or who will actually attend. Such decisions would not be legally reached according to the bylaws unless they're agreed upon in a legal meeting. Technically, any non-member attendee due to be evacuated could register to join the chapter (and pay the dues) to stay in the meeting, even if such a resolution is passed (Articles 2.2 and 2.3 do not prevent that). -Svavar Kjarrval (talk) 02:40, 27 July 2013 (UTC)

Additional questions

In addition to the questions above, I just have a couple of additional clarificatory questions here.

• 1.2 (clarificatory): If, let's say, Wikimedia Ísland gets an office, would that change in address need to be effected through amending the bylaws? Or is there a procedure to do this which does not entail having to amend the bylaws?

Yes to the former question if we want the official address to reflect on the address of the office. We would most likely change it but there would be no special rush to change it unless the chairperson lives very far from the office. -Svavar Kjarrval (talk) 00:29, 3 August 2013 (UTC)

• 4.5 (clarificatory): What kind of absolute majority is specified here? Given that this is an absolute majority, I presume that this is a majority of all Board members, not just of those who are present for a vote, right?

Yes, your assumption is correct. -Svavar Kjarrval (talk) 00:29, 3 August 2013 (UTC)

A couple of questions from AffCom

Hi, Icelandic Wiki[pm]edians,

I have two questions for you:

• Regarding the AGM, I understand that for the legislative changes to enter into force, they must have been approved by at least two thirds (2/3) of the members present at a lawful AGM. I would like to know what is the number or rather percentage of members attending the AGM in order to be considered lawful?
• Also, will the Account Inspector a member of WMIS or someone hired for this specific purpose?

Thanks, --Maor X (talk) 18:51, 3 September 2013 (UTC)

There is no minimum attendance for an AGM to become lawful. It's not a requirement in Icelandic law and, as far as I know, not common practice either. The notice for the AGM (Article 5.1) and presentation of law change proposals (Article 6.1) should prevent any bylaws changes being silently introduced without the members knowing.

The Account Inspector would have to be a member of the WMIS, according to common practice. Also, that person must not be a member of the board or be employed by the chapter, according to same.

-Svavar Kjarrval (talk) 00:26, 4 September 2013 (UTC)

Hi,

when re-reading everything, one thing got me confused: the annual general meeting. As I understand it, the General Meeting is the highest authority in your association. There are two types of General Meeting: Annual General Meeting and Extraordinary General Meeting. The Annual General Meeting can only be held once a year (hence the annual).

What is confusing me, is that a lot of rules specifically refer to Annual General Meeting, where I would expect them to refer to General Meeting instead. Now this is a common terminology mistake, so I'd like to check this with you, despite the late moment in the process. I'm talking specifically about the following articles (at least): 1.6 (not sure why this should be annual only - but it could be), 2.3 (seems undesirable not to have this possible at EGM's? For new members for example.), 3.4 (also at EGM's you will have votes), 4.7 (Extraordinary Annual General Meeting?), chapter 5 (most rules could apply to both types of General Meeting), part of 5.1 (announcement should also be made for EGM), 5.2, 5.7 (why would this be different at EGM's), 5.8 (also at EGM's members might want to vote electronically), 6.1 (this is actually the most common reason to call for an EGM) and 6.2 .

I hope you can either confirm this was really intended or not. It might also just be a translation issue. Effeietsanders (talk) 04:32, 7 October 2013 (UTC)

The terms Annual General Meeting (AGM) and General Meeting (GM) are (probably) not synonymous since the annual one is only once per year but general meetings can be convened at other times if needed. In general, Icelandic law says that organisations must/should meet at least once per year to control the organisations, for example to check on the handling of the accounts, these meetings are referred to as (Annual) General Meetings. The term Extraordinary General Meeting (EGM) was lifted from the English version of The Wikinewsie Group proposed bylaws. To clear this up, I've changed the term 'Extraordinary' in EGM to 'Extra' so the meaning is more obvious and I've changed the translation to distinguish between AGMs and GMs in general.

I agree that we seem to have made terminology errors in this case. Here are the items referring to general meetings which were affected by my changes and those which I didn't change:

1.6 - Fixed.

2.2 - It's better not to rush the collection of dues if there's an EGM. Payment of dues (or non-payment) doesn't affect one's ability to vote or be elected. It's only to say when during the year they should be collected. Registration is defined in 2.3 and the option is available nonetheless for anyone who wishes to pay the dues and/or register.

2.3 - Fixed.

3.4 - Fixed.

4.7 - Mistakenly referred to as Extraordinary Annual General Meeting. Took out 'Annual' and changed Extraordinary to 'Extra'.

chapter 5 - Changed the chapter heading to General Meetings.

5.1 - Fixed.

5.2 - Fixed.

5.3 - Didn't change the agenda since it should only apply to the AGM. An EGM is usually only about a specific topic. The Meeting Moderator should have free hands to organise the agenda according to the meeting's needs.

5.6 - The term General Meeting was used here to refer to Member Meetings, where members can meet, and was incorrectly translated. Member Meetings are not legally binding for the organisation. One can of course ask the question if the original intention of this provision was to force the Board to convene an EGM if needed but I don't know.

5.7 - Fixed.

5.8 - Fixed.

6.1 - Fixed.

6.2 - Fixed.

-Svavar Kjarrval (talk) 17:06, 7 October 2013 (UTC)

Thanks for the clarifications! Just to clarify from my side, not to push the point: for 2.2 I understood it as a right for the members to pay in person (cash vs bank transfer), rather than a deadline. But with your explanation, I understand better where you're coming from. For 5.6 I understood it indeed as the requirement to call a General Meeting (be it annual or extra) whenever 5 members ask for it. This is at least a common construct with many chapters (with different thresholds), which allows the members to dismiss/correct the board if they do something they disagree with. For that, you do need a legally binding meeting (General Meeting). Besides that you can of course have member meetings whenever you like, but since those are not legally binding anyway, you don't have to describe them in the bylaws I guess. Effeietsanders (talk) 10:35, 8 October 2013 (UTC)

I didn't notice that Article 4.6 refers to Member Meetings as well so I didn't correct that translation. The power of Member Meetings should be clear in the English translation now. -Svavar Kjarrval (talk) 17:01, 8 October 2013 (UTC)

Actually, I do not find any text that specifies what can/cannot be done/decided at the Member Meetings. Or both AGM and GM have the same power? --Maor X (talk) 19:14, 15 October 2013 (UTC)

Article 5.6 has a provision for members to force a Member Meeting and Article 4.6 mentions that a Member Meeting can have Motions of No Confidence towards a member or members of the Board and the requirements for said motion to pass. Article 4.7 mandates that if the Motion passes and certain conditions are met, an Extra General Meeting shall be convened where any available positions shall be up for election. This is the only written way of forcing an Extra General Meeting but it can be convened any time of the year if the Board decides to do so (unwritten principle in company law). If the WMF would feel better having it written, we can add a provision which explicitly gives that power to the Board or even Member Meetings. -Svavar Kjarrval (talk) 23:21, 17 October 2013 (UTC)

Yes, please, let's better have it explicitely expressed --Maor X (talk) 16:09, 20 October 2013 (UTC)

Added as Article 5.9. If there are any other items you think should be addressed but aren't, or any other changes, please let us know. -Svavar Kjarrval (talk) 19:25, 20 October 2013 (UTC)

Timeframe?

It would be very helpful if someone in the know could share with us a rough timeframe for this process of initiation. December 5th 2003 is used as the reference date for the creation of the Icelandic Wikipedia. Having a local chapter in place before its tenth anniversary could come in handy. Best --Jabbi (talk) 21:59, 27 October 2013 (UTC)

Hello Jabbi, we are finalizing our internal discussion regarding the proposed bylaws -I acknoledge it has taken a little long, and I apologize for this. We are almost done, so I am confident we will start voting on a resolution very soon :-) --Maor X (talk) 18:55, 29 October 2013 (UTC)

Hello Maor X. Everything takes time. As I said there is less than a month until the Icelandic Wikipedia has it's tenth anniversary. Currently I am looking at several cooperative projects that Wikimedia Iceland could facilitate. It would be a shame to push this through as a relatively anonymous third party instead of as a formal representative of the global Wikimedia organisation. Among the projects I am working at is to release, in cooperation with the en:National Archives of Iceland and possibly another third party (too sensitive to identify at this point) the release to the public of 27 photos taken by the technical unit of the Reykjavík Police taken on the scenes of the en:1949 anti-NATO riot in Iceland in its aftermath. There are already photos publicly available, very recently donated by a private individual. The 27 documents in question however give formal evidence of the scene of the riots and would be a valuable addition no doubt. It would be strong to be able to announce the founding of the chapter and present the 27 photos on the day of it's tenth anniversary. I should stress that the riots marked a defining moment in Icelandic history. Is this a realistic goal or not? --Jabbi (talk) 13:54, 6 November 2013 (UTC)

Hi Jabbi, we are drafting the resolution and if everything goes OK, we will start voting on it very soon :-) --Maor X (talk) 17:00, 10 November 2013 (UTC)

I must confess I am very surprised at how long this has taken. We have already held a small conference and the release of the photos has been the most read news item in the past few days (chance missed). So, for the next cooperative project. When will the application be sorted? --Jabbi (talk) 15:30, 12 December 2013 (UTC)