Talk:Wikimedia Bangladesh/MoA

We are inviting all to join the discussion regarding the proposed Memorandum of Association of Wikimedia Bangladesh.

-- Ali Haidar Khan Tonmoy 19:09, 24 May 2011 (UTC)

Questions & remarks from ChapCom

Thank you for submitting the Memorandum of Association and the Articles of Association.

I have below pasted some remarks, comments and questions, at which I have indicated some significance level. I also took the liberty of noting any minor points I came across.

If a remark is noted with minor then it is just a minor suggestion, and you can do whatever you please with it. We think it would help you, but if you think otherwise, just ignore it. If something it marked mediate the reviewer thinks that it is something that might become inconvenient for you, and gives a suggestion how to improve. It is however no showstopper, and if you have good reasons for it, just do what works best for you. If it is marked as important then it is a strong suggestion to change it, if legally possible of course.

I hope that the suggestions are useful for you. Best regards, Effeietsanders 11:48, 26 June 2011 (UTC)

Art. I

• 1.2 minor : I assume "WMDB" should be "WMBD"? Effeietsanders 11:48, 26 June 2011 (UTC)

It is a typing error. It should be WMBD. Ali Haidar Khan Tonmoy 17:45, 18 July 2011 (UTC)

• 1.12 minor : I assume thirteenth should be thirtieth? Effeietsanders 11:48, 26 June 2011 (UTC)

It is also a typing error. It should be thirtieth. --Ali Haidar Khan Tonmoy 17:47, 18 July 2011 (UTC)

Art. III & IV

• Art. III.3 minor: mentions that if someone didn't pay 3 consecutive terms, the membership can end. Then in Art.IV it is mentioned that the term is annual. Combined, this would mean that someone could not pay fees for three years before his membership would end - to me this seems quite long, so you might want to reconsider this. Effeietsanders 12:29, 26 June 2011 (UTC)

Generally membership fee of voluntary organizations (like WMBD) are collected annually. However, failing to pay membership fees for 3 consecutive terms is indeed a long time. So, we have decided that membership of a person would end if he does not pay membership fee for two consecutive terms. --Ali Haidar Khan Tonmoy 17:48, 18 July 2011 (UTC)

• Art. III.4 question: This article speaks of a committee which will hear an appeal. Who is that committee made up of? Effeietsanders 12:29, 26 June 2011 (UTC)

We earlier decided that the Executive Committee will hear any appeal regarding cancellation of membership. So, we will replace the word ‘Board’ with ‘Executive Committee’ to make it clearer. --Ali Haidar Khan Tonmoy 17:50, 18 July 2011 (UTC)

Just to be clear: the membership would be cancelled by the EC, and any appeal would be heard by the EC again? So, both first and second decision are by the same body? As a possible alternative, several chapters have the option to appeal to the next General Meeting. Just a suggestion :) Effeietsanders 20:16, 18 July 2011 (UTC)

Art. VII

• minor: This article mentions that the financial year ends at December 31. The MoA & Art. XIV mentioned June 30. I suggest removing the explicit date here, and just implicitely refer to another article. Effeietsanders 13:31, 26 June 2011 (UTC)

Our financial year will be 1st July to 30th June which matches with the fiscal year of our country. So, the mentioning of 31st December as financial year end is a typing mistake. We will omit 31st December as financial year end from Article VII. --Ali Haidar Khan Tonmoy 17:52, 18 July 2011 (UTC)

• minor : The EC meetings (no seperate topic header?) are only allowing EC members? Maybe you want to add "and those invited by the EC", in NL that allowed us to invite active members if the topic was relevant to them. Effeietsanders 13:31, 26 June 2011 (UTC)

This is a very good suggestion & we have decided to add the option. --Ali Haidar Khan Tonmoy 17:53, 18 July 2011 (UTC)

Art. 9

• mediate: If I understand correctly, the secretary normally approves expenses. It is unclear to me how the standards are being set to which he has to do this. It might be good to explicitely state that there will be a reimbursement policy which shall serve as guide for this. Effeietsanders 14:39, 26 June 2011 (UTC)

The Secretary is primarily responsible for looking after the expenses of the society. The EC, the President and the Treasurer are also responsible for cross-checking the expenses in case of large payments or where applicable. However, we feel that a large organization can not entirely run on a reimbursement expenditure policy since big expenses cannot be carried out this way. So, if we explicitly mention reimbursement policy as standard, it may hamper smooth functioning of the society. --Ali Haidar Khan Tonmoy 17:54, 18 July 2011 (UTC)

Article XII

• mediate: it is not entirely clear from the current wordings to me, who this audit report is submitted to. I would suggest to submit it directly to the General Body, to avoid any appearance of influence by the board. (See also IX.7) Effeietsanders 14:39, 26 June 2011 (UTC)

We actually intended to mention that the audit report will be submitted directly to the General Body. The sentence needs some rephrasing. --Ali Haidar Khan Tonmoy 17:55, 18 July 2011 (UTC)

Art. XVII

• important: Currently you have an arrangement that requires you to:
  • have 50% of all members
  • 2/3 of the members present

To agree with the proposed change. Not OR/OR, but both. This 50% requirement of all members, might become problematic if your association grows. Reading your text, it almost seems that you wanted to say "whichever is lower", that would resolve the situation. A supermajority of the members present is quite normal and acceptable. Effeietsanders 14:39, 26 June 2011 (UTC)

We intentionally wanted to draw the consent of a large number of members for any change in the Article. That’s why we put the provision of 50% of all members or 2/3 of the members present, whichever is higher, for any change in the MoA. If we go with your proposition (whichever is lower), it may create some problem in future. Suppose we have 50 members in the society & as per current rule, only 5 members need to be present for quorum. In any such General Meeting, only 4 members would be able to approve any change in the MoA which may go against the interest of majority of the members. --Ali Haidar Khan Tonmoy 17:56, 18 July 2011 (UTC)

I see the problem. However, if I am correct, it is required to put any MoA changes on the agenda and announce them early on? That way, if people think it is important, they can come still - if they think it is not important enough, they can leave the decicion to those present. But just to sketch another scenario: let's assume WMBD becomes really popular, and you get 200 members - many of these members will be inactive. That means that you will need to get at least 100 of these members in one location - this might become a big obstacle at some point that no longer can be overcome. But maybe there is a way to account for both possibilities. An option would be for example that this 50% requirement would be there the first time - if there is a 2/3 majority but no 50%, then there could be another General Meeting (at least 14 days later), with only the 2/3 requirement. Just as example, I can imagine that there are more options. Effeietsanders 20:25, 18 July 2011 (UTC)

Eff, your solution seems more bureaucratic, but with that said there could be some issues with "50% of all members" clause, many people would join the chapter and not be active at all. Maybe you can clarify the ratification process by only including active members in the approval process, holding another general meeting 14 days later would not change the number of active participants. Theo10011 16:49, 26 July 2011 (UTC)

Yes, it is more bureaucratic indeed - but it is only the case if you do not have the huge participation of 50% of your members - if you have a high participation, then it is exactly the same as with the proposed rules. It would indeed be ideal to somehow define active members, but I'm afraid that alone would be even more bureaucracy - I have yet to see an undisputable definition for that. Effeietsanders 18:38, 26 July 2011 (UTC)

Per Effe's suggestion (An option would be for example that this 50% requirement would be there the first time - if there is a 2/3 majority but no 50%, then there could be another General Meeting (at least 14 days later), with only the 2/3 requirement.), the current team working on creating the chapter, has agreed to make a change. I have added the section per our consensus. I hope everything is okay now. — [ Tanvir | Talk ] 00:59, 14 August 2011 (UTC)

Art. XVIII

• minor: does this also mean there is a Bengali version of these bylaws? Effeietsanders 14:39, 26 June 2011 (UTC)

We have written the bylaws in English & it will be the standard. However, official work of the society will be carried out in both Bengali & English. --Ali Haidar Khan Tonmoy 17:57, 18 July 2011 (UTC)

Art. XIX

• question: Seems to be a language issue, but I do not understand the phrase about the voting... Effeietsanders 14:39, 26 June 2011 (UTC)

This is also a typing error. In case of dissolution of the society, net asset of the society will be transferred to another charitable organization/foundation as per decision of 3/5 members of the General Body. --Ali Haidar Khan Tonmoy 17:59, 18 July 2011 (UTC)

General remarks

• mediate: I see nothing about minutes here - is this perhaps already arranged by law? (minutes of EC/GB meetings will be published etc). Effeietsanders 14:39, 26 June 2011 (UTC)

As per general practice, the Secretary is responsible for keeping the minutes of the meetings.--Ali Haidar Khan Tonmoy 18:00, 18 July 2011 (UTC)

Will the be publicly available etc? (doesn't have to be part of the bylaws per se, but out of interest) Effeietsanders 20:28, 18 July 2011 (UTC)

The agenda and outcome of the meeting will be publicly viewable. — [ Tanvir | Talk ] 03:07, 14 August 2011 (UTC)