Talk:Wikimedia Canada/Proposed by-laws/Archive1

Amendments for February

Section 10, Subsection 2: It is my understanding that distributing assets outside of Canada with the dissolution of the corporation is not favorable and might cause us problems. Perhaps we could just change this to "like-minded organizations"? (I'd like to hear Ec's comment on this as well.) Cbrown1023 talk 00:03, 6 February 2008 (UTC)

It's a legal requirement. Without it an organization will not be recognized for the purpose of receiving tax-deductible donations. Along these lines an annual filing will also be required with the Canada Revenue Agency showing that amounts spent outside of Canada do not exceed prescribed limits. Eclecticology 10:50, 14 August 2008 (UTC)

Can we adjust this to likeminded organizations to prevent Revenue Service holds? Geoff Plourde 06:31, 7 November 2008 (UTC)

CRA is quite restrictive about distribution of assets outside of Canada. The will want the assets to be distributed to another organization with a charitable tax number. Other options are quite limited and must be set out or they can't be done. --KenWalker 09:03, 6 June 2009 (UTC)

Meeting of 20 March 2008

Seven amendments were agreed upon at the sixth formation meeting. These amendments will be added to the bylaws by the steering committee.

1. Done Strike sections allowing corporations and trusts to act as members (while keeping existing section allowing them to act as observers).
2. Done Add to the Vice President's jobs that he is responsible for any other tasks delegated to him by the president.
3. Done Increase the minimum number of directors to four.
4. Done Define the role of the board of directors as the chief body of the organization and strike preamble.
5. Done Allow observer members of the board of director and guarantee an observer member spot for a youth representative.
6. Done Strike requirement that quorum have representatives from three provinces.
7. Minutes and other documents should be published online.

1. While I can live without corporations and trusts as members it is a physical impossibility for them to be observers. Allowing corporations to be members could have positive financial implications.

2. & 3. I'm indifferent on these points.

4. The Board would be the "governing" body rather than the "executive" or "administrative" body. Executive functions belong to the officers. Administrative functions are normally staff functions. Directors often perform these functions in a small organisation, but need the flexibility to delegate such functions as the organisation grows.

5. "Observer members" serve no point if meetings are open to all members. Nevertheless, there still needs to be provision for in camera meetings that are closed to the general membership. Notable examples of this would arise when sensitive contracts or personal privacy matters are at issue.

6. For me this one can be a deal breaker. This, or some other provision, is essential to protecting the organisation from being taken over by a local cabal.

7. No problem with this.

Proposed changes for meeting of 9 April 2008 ( Done)

Part 2 — Statement of Purpose ( Done)

If you are close to submit your bylaws to ChapCom I would suggest you work through p 2 a little further. The purpose of the Local chapter is for ChapCom the most important part and I think the way you have written it now may not get our approal. We want yur org to be fully independant from WMF and therefor describe the purpose with as little reference to WMF as poosible. The use of Wikiemedia proejct is OK also to say that WMF exist. Perhaps you should look through the wording of some of the Chapters that have recently been approved. Anders Wennersten 18:37, 22 March 2008 (UTC) (ChapCom member)

I have a whole list of proposed changes to almost every section of these bylaws that I'll be making at the next meeting, and one of them is a complete re-write of that section. Here is my proposal so far:

I would like an inspiring line in here saying what our goals are, like that in the Foundation's bylaws. I also think that we may want to somehow include a line saying that in addition to representing the Foundation in Canada, we will represent Canada in the Foundation. I suggest a four section mission statement: first we support the Foundation, second we represent Canada in the Foundation, third we promote creation of free material (with the words "of interest to Canadians" so that we can focus on stuff about Canada while still being interested in all possible topics, and finaly we promote the distribution of those materials via talking up the online stuff or coordinating print stuff. My proposal for the wording is:

The missions of Wikimedia Canada are:

1. To encourage and support in Canada the creation and collection of multilingual educational material of interest to Canadians under a free license or in the public domain.
2. To encourage and support the distribution and use of those materials within Canada.
3. To promote the Wikimedia Foundation, Inc. and its causes throughout Canada and help organize the affairs of that Foundation within Canada while acting as a legally separate entity.
4. To represent Canadian values and interests to the Wikimedia Foundation Inc., its projects, and chapters.

--Arctic.gnome 20:15, 22 March 2008 (UTC)

Your writing of p 3 and 4 will most probably not be approved by ChapCom. You should Ñot promote WMF, neither help organize its affairs, you should instead write that you will promote the wikimedia project (or the wikimedia foundation projects). And I am also sceptical of your last point. Please read what others chapters have wiritten and please discuss this part with Andrew before you submit these lines to ChapCom. Anders Wennersten 04:50, 23 March 2008 (UTC)

I don't quite understand why the Foundation wants us to not say that we will promote it, but okay. Here is my second version (with a few other changes made as well):

1. The missions of Wikimedia Canada are:
   1. To encourage and facilitate the creation and collection of multilingual reference and educational material of interest to Canadians under a free license or in the public domain.
   2. To promote use of those materials within Canada.
   3. To aid in the distribution of those materials within Canada through not-for-profit means.
2. Wikimedia Canada will also work with the other Wikimedia chapters of the world and with the Wikimedia Foundation to achieve common goals on a global scale.

--Arctic.gnome 06:15, 23 March 2008 (UTC)

I think that a good and simple way to say this would be something like "To promote the cause of freedom of information and freedom of education, especially through the use of projects operated by the Wikimedia Foundation". The idea is to make the chapter seem independent but like-minded. What we don't want is for you to make it seem like there is some kind of institutionalized independence between the two organizations. You and the WMF are separate entities, working towards a common goal. --Whiteknight (meta) (Books) 02:34, 24 March 2008 (UTC)

Okay, now I think I get what the rational was, thanks. I may have to change around section 2 of the second proposal to make it match the Foundations wants, but I kind of like the legalese specificity of our goals in section 1 over the vaguer "cause of freedom of information" that you suggest. --Arctic.gnome 05:03, 24 March 2008 (UTC)

It has now been replaced. --Arctic.gnome 19:51, 21 April 2008 (UTC)

• This (and the name section) are properly a part of the application for letters patent rather than the by-laws.
• An expression like "promote the cause ..." could be the basis for rejection because it sounds too political.
• While the current stated purposes may be sufficient to meet the standards for incorporation, I have serious doubts that they will meet the "charitable purposes" standards for tax-deductible donations.
  • There are four specified charitable purposes. Two of them, relief of poverty and advancement of religion, are not relevant to us at all. Advancement of education would st first glance seem the most likely category, but according to publication T4063. Registering a Charity for Income Tax Purposes: "The courts recognize a purpose or activity as advancing education in the charitable sense if it involves formal training of the mind or formal instruction, or if it prepares a person for a career, or if it improves a useful branch of human knowledge. Only providing information is not accepted by the courts as educational." A more general catch-all category is "certain other purposes that benefit the community in a way the courts have said are charitable." Among these the only listed one that seems pertinent is "providing certain public amenities to benefit the community." Thus, making our purposes conform may not be easy.
  • The charitable application will need more detail about how we intend to fulfil our objectives. How will we use charitable funds to achieve our ends. Simply transferring these funds to WMF is certain to raise red flags. To the extent that funds are shipped out of the country we would need to show the extent to which we maintain control over how those funds are used. T4063 notes "The Income Tax Act does not allow a registered charity to carry out its purposes abroad simply by making its money or other resources available to a foreign organization. Eclecticology 19:48, 14 August 2008 (UTC)

Part 4 — Definitions ( Done)

• I think we need to add a few more definitions. Here is my expanded version:

1. In these by-laws
   1. "The Association" is the incorporated entity of Wikimedia Canada Inc.
   2. "Canadian person" includes:
      1. a Canadian citizen,
      2. a non-citizen of Canada legally entitled to reside in Canada for a period not less than one year in length.
   3. "The Wikimedia Foundation" is the Wikimedia Foundation Inc., based in San Francisco, California, United States the not-for-profit organisation incorporated in Florida, USA.
   4. "Members", "directors", and "officers" are positions within Wikimedia Canada Inc. as defined in Parts 5, 6, and 7 of this document, respectively.
      1. "The Board of Directors" is the collective incumbent directors of Wikimedia Canada Inc.
   5. "Provincial" can refer to any province or territory of Canada, or regional grouping thereof.
   6. "recognized projects" are [someone else will have to define this, I don't know what you are talking about].

--Arctic.gnome 06:49, 23 March 2008 (UTC)

• • I would alter the "The Wikimedia Foundation" definition. It is still legally incorporated in Florida and, while currently being headquartered in SF, this is not necessarily set in stone either. I'd go for something like "...the Wikimedia Foundation Inc., a (not-for-profit) organisation incorporated in Florida, USA. --Mbimmler 16:27, 23 March 2008 (UTC)

It has now been replaced. --Arctic.gnome 19:54, 21 April 2008 (UTC)

The definitions of "Members" etc. is redundant since the definitions are already provided in the appropriate parts. A definition section is only necessary to the extent that it considers terms not otherwise defined in the by-laws. I have some other minor wording issues that I can deal with at some other time. Eclecticology 19:59, 14 August 2008 (UTC)

Part 5 — Membership ( Done)

• Whenever we mention fees, we should say where the fees are set, such as by adding "...as per the current policies decided by the board of directors". Arctic.gnome
  • Added. --Arctic.gnome 21:22, 23 April 2008 (UTC)

• WikiMedia Australia has some rules regarding the log of members. We may want to adopt some or all of them:
  1. The Secretary must keep and maintain a register of members containing-
     1. the name and address of each member; and
     2. the date on which each member's name was entered in the register.
  2. The register is available for inspection free of charge by any member upon request.
  3. A member may make a copy of entries in the register.
  • Added. --Arctic.gnome 21:22, 23 April 2008 (UTC)

• As per meeting discussion, members must provide emails to authenticate who they are.
  • Adding: When it is necessary to confirm the identity of a member, such a confirmation will be done through the email provided at the time of registration. --Arctic.gnome 21:19, 23 April 2008 (UTC)
  • Added. --Arctic.gnome 21:22, 23 April 2008 (UTC)

The list of members should remain open for inspection by any member. Copies should be made available to any member with a legitimate purpose.

Confirmation through the e-mail address provided at the time of registration makes no sense for a person who has since changed his e-mail address. Eclecticology 20:17, 14 August 2008 (UTC)

It strikes me as a bad idea to allow the directors the exclusive right to revoke existing memberships. That's the sort of thing that can leave the impression of a cabal. Eclecticology 20:32, 14 August 2008 (UTC)

Part 6 — Directors ( Done)

• In 6.3, cut the line "(and their designates)". I don't think that we want anyone but the elected representatives to sign contracts.

  Opposed at meeting. --Arctic.gnome 21:27, 23 April 2008 (UTC)

• In 6.5.4, where it says that no more than 1/3 of directors can be appointed, we should add "unless it is necessary to do so to meet the minimum number of directors as per 6.4"

  Added. --Arctic.gnome 21:27, 23 April 2008 (UTC)

• All uses of "provincial" could be changed to "provincial or regional" to allow small provinces to work together, but I have also suggested that in the definitions part.

--Arctic.gnome 05:14, 24 March 2008 (UTC)

• Depending on what we do about recognized projects:

  In 6.7.3, where ever it says "provincial sub-chapter", add "or recognized projects", since recognised projects can elect directors too.

  If we are to keep 6.5.3, we have to explain what recognized projects are and say how those two directors will be divided between them.

  Delayed until clarification about provincial chapters. --Arctic.gnome 21:27, 23 April 2008 (UTC)

Part 7 — Officers ( Done)

• I have a few additional jobs for officers:
  • We are required to submit an annual activity and financial report to the Wikimedia Foundation, so that job should be added to the secretary and treasurer's jobs.
  • As writing tax receipts will be the first big job we have to do, this task should be mentioned.
  • If we are going to have everything online, this should be mentioned in a job description.
  • These three changes are reflected in my proposal for Part 7, Sections 7-8:

7. The Secretary shall

1. maintain the records of the Association,

2. ensure that the activities of the Association are well-reported, coordinating with a webmaster and newsletter publisher when appropriate,

4. keep track of the list of members as per Part 5 [It's not there yet, but I'm working on a proposal for part 5], and

3. work with the treasurer to produce an annual activity and financial report for the Wikimedia Foundation as per Part 8 of the Agreement between chapters and Wikimedia Foundation.

8. The Treasurer shall

1. maintain the financial records of the Association,

2. coordinate the distribution of tax receipts with trustworthy members in good standing of his choosing, and

3. work with the secretary to produce an annual activity and financial report for the Wikimedia Foundation as per Part 8 of the Agreement between chapters and Wikimedia Foundation.

--Arctic.gnome 20:25, 22 March 2008 (UTC)

Added as amended. --Arctic.gnome 21:32, 23 April 2008 (UTC)

• It may also be useful to mention other potential titles. I propose:

9. The Board may, at its leisure, create other titled positions. Individules will be elected to these positions by directors from their own numbers in the same manner as officers, and will have term lengths similar to officer positions, but will not have the title of "officer" unless the director already has another officer title. Such titled positions may include, but are not limited to: web master, newsletter publisher, legal coordinator, logistical coordinator, media contact.

--Arctic.gnome 20:25, 22 March 2008 (UTC)

Added. --Arctic.gnome 21:32, 23 April 2008 (UTC)

• In terms of reporting to WMF, I think providing them a copy of the WMC annual report should sufficiently meet this requirement. I also believe that a Charitable organization must make this information publicly available anyway and we therefore should summarize the WMF report as only requiring that we send the WMC a copy of this publicly available information electronically. Alan.ca 05:46, 30 March 2008 (UTC)

Responsibility for government filing should be allocated (Industry Canada and Revenue Canada). When these are missing there is a tendency to believe that it is somebody else's responsibility.

If the other "titled" positions are not officers there is no need to mention this in the part about officers. This topic might be best dealt with in "Committees". Eclecticology 20:45, 14 August 2008 (UTC)

Part 8 — Meetings ( Done)

• I would like to strike the ability to have binding votes held in person. No matter how much notice we give, or how important a meeting is, we cannot expect a director in Victoria or St. John's to come to a meeting in Central Canada. If we want to have a unified Canadian chapter, we have to make sure that a quorum of directors from Toronto don't just do whatever they wanted and ignore the rest of the board. Regional branches of WMC can have in-person meetings, and should, but we cannot. I'll soon be adding a proposal for a section on how to register regional branches.
• Clarify that electronic votes require a majority of all directors, not just a majority of the ones who voted. In online votes, everyone can have the ability to participate. If they want to abstaine, they can cast an abstention vote.

1. The directors may meet and hold votes by electronic medium, either in through a message board or real time through text and/or voice.
2. A meeting in person can only hold votes if that meeting has the consent of absent directors.
3. Where it is desired that the directors meet in real time, notice of such meeting shall be given not less than fourteen days before the proposed date of the meeting.
4. Where it is desired that a vote be taken via a message board, the vote shall remain open for at least fourteen days after the vote is announced to all directors or until all directors have voted or abstained.
5. For a vote to considered passed, it must win a majority of support votes from all incumbent directors, or all incumbent directors who do not announce an abstention.

--Arctic.gnome 15:06, 9 April 2008 (UTC)

Added. --Arctic.gnome 21:34, 23 April 2008 (UTC)

I agree with the intent of avoiding domination by Toronto, but my preference would be to do something through the quorum system instead of a blanket prohibition of all in-person votes. There may be circumstances where in-person votes are legally required. (I need to research that again.)

We also need to consider to what votes such stringent requirements are applicable to avoid the risk of paralysis. The requirements should probably be limited to substantive motions. Thus, if there is a proposed motion to spend $1,000 for a certain piece of hardware, an amendment could be passed by those at the meeting to add the words "plus sales tax" to the amount. The stringent voting requirements would then apply to the principal motion as amended.

Some mention also needs to be made to allow for resolutions with a passing threshold higher than a simple majority. Eclecticology 21:18, 14 August 2008 (UTC)

Part 15 — Transitional (Postponed)

• Something is wrong here. It refers to a section about rejecting membership, but talks about temporary appointments. Strike or figure out what it was originally trying to say. --Arctic.gnome 19:04, 9 April 2008 (UTC)
  • Postponed to next week. --Arctic.gnome 21:35, 23 April 2008 (UTC)

New sections (Postponed)

• Dispute resolution. Some other chapters say what to do if a member has a problem with the board. This may or may not be an issue for us.--Arctic.gnome 19:04, 9 April 2008 (UTC)
  • Postponed for re-working. --Arctic.gnome 21:36, 23 April 2008 (UTC)
• General meetings. We never describe the format of general meetings, but they are implied twice: t is mentioned in the "amendments" section that the bylaws can be amended thereat, and five members of the board of directors are appointed by the general membership. How often are these meetings? Are they done online so that everyone across the country can participate? How much advance notice do we have to give for the meetings? Who presides over general meetings?--Arctic.gnome 19:04, 9 April 2008 (UTC)
  • Postponed for re-working. --Arctic.gnome 21:36, 23 April 2008 (UTC)
• Provincial sub-chapters and recognized projects. Both of these groups get to appoint directors, so we had better say how they are formed and what they have to do to be considered legitimate (number of members, etc.) I would also recommend changing "provincial" to "provincial or regional" to allow small provinces to work together. --Arctic.gnome 19:04, 9 April 2008 (UTC)

1. There may be wings of the Association representing provinces, groups of provinces, regions within provinces, or regional national groups.
2. The purpose of these wings is to:
   1. Represent regional concerns to the Association,
   2. Organize the initiatives of the Association at a regional level,
   3. Propose new region-specific initiatives to the Association,
   4. Organize regional meetups.
3. The Board of Directors may approve a provincial wing of the Association if it recieved a request that:
   1. Is endorsed by at least four members in good standing from that region.
   2. As a set of bylaws in spirit similar to those of the Association.
4. A regional wing may conduct its own finances on the condition that
   1. It submit a financial report to the financial director of the Association in enough time for him to prepare its own financial report,
   2. All income of the wing comes from transfers from the Association, and all assets are returned to it at the end of each fiscal year.
   3. Donations will not be made directly to regional wings, but they may be made to the association with the understanding that most of a given donation will be transfered to a specific regional wing.

• • Postponed for re-working. --Arctic.gnome 21:36, 23 April 2008 (UTC)

At least one annual general meeting is required for such things as elections, amending by-laws, appointing auditors and approving an annual financial statement.

I don't see the point of replacing the term "sub-chapter" with "wing". The one province one sub-chapter model is probably a good starting place, but we should also leave the door open for other possibilities, whether for a Maritime chapter covering the three provinces, or a Fort William chapter that considers how far that city is from anything else in Ontario. There should also be more flexibility in determining financial relations with the different chapters. It may be advantageous for a Quebec chapter to issue it's own tax receipts since separate charitable registration may be needed to take advantage of deductions under the Quebec Income Tax Act. Eclecticology 21:48, 14 August 2008 (UTC)

By-law example: Hamilton Photography Club

The Hamilton Camera club was able to secure funding for 75,000.00 from the Ontario Trillium foundation. I figured this qualifies them as a serious organization and therefore have attached their by-laws for our reference.

HCC By-laws Alan.ca 05:25, 30 March 2008 (UTC)

Unaddressed since February

Are we going to check ID cards at the door? Why even make the pretense of stating that people must be legally residing in Canada to become members and vote? If there are less-than-legal immigrants living in Canada - why exclude them, even in the letter of our law? We're not the government, citizenship should make no difference to our membership. Simply being a citizen or residing in Canada should be enough to admit a member. Sherurcij 04:18, 11 February 2008 (UTC)

I'd still appreciate some voices on this matter. Sherurcij 20:19, 9 April 2008 (UTC)

Off the top of my head I can't think of a reason to disagree. Permanent residents should be as good as citizens. --Arctic.gnome 23:43, 9 April 2008 (UTC)

Again, unless we require an ID Card or a photocopy of their residency forms, it's an unenforceable caveat. I don't think trying to give ourselves a "legal benchmark" for membership is a wise idea - if somebody turns up and wants to participate, does it matter whether they're an American living illegally in Vancouver or a refugee whose status has expired? shrugs. Doesn't affect me personally, it just strikes me as an "overly ambitious/retentive" section in our by-laws, to require that they're "legally in Canada for more than one year". Sherurcij 01:34, 10 April 2008 (UTC)

I don't think it would be wise to have our bylaws specifically condone illegal activity. --Arctic.gnome 03:47, 11 April 2008 (UTC)

Ah, so will we say "Only non-shoplifters may be members"? We're not condoning illegal activity, we're saying it's none of our business whether or not members are "criminals" in their own time. We're an organisation, we don't need to take SIN Card numbers from our members, photocopy their birth certificates or otherwise make any pretense of caring about their immigration status. If an illegal immigrant wants to join WMF Canada, we should not have rules against that, just as we don't have rules against shoplifters joining. Sherurcij 20:28, 21 April 2008 (UTC)

(←) This isn't about keeping out criminals, it's about keeping out non-Canadians. If we let in people who don't have citizenship or resident status, than we are accepting that non-Canadians can join, so we may as well let in people from other countries. Thus the discussion becomes one about whether or not we allow non-Canadian voting members in general. Otherwise our policy would be "non-Canadians can join, but only if you tell us that you are Canadian." We don't want to encourage people to lie about their identity, so we have to decide whether we want to allow all non-Canadians or ban all of them. --Arctic.gnome 20:45, 21 April 2008 (UTC)

Ah, I think a fundamental difference in our thinking is the level of in-person/online communication. I'm thinking "Somebody shows up at the meeting" which demonstrates they live in Canada, you're thinking "Somebody logs onto IRC" which doesn't really prove Canadian identity at all. I wonder if there's a solution by including "Or members of localised WMF chapters", whereby no "proof of legality" is required to join "the Toronto group", "the Calgary group" or "the Montreal group", and if you are in one of those groups formally (in-person meetings, no doubt, down the road) - then you're automatically entitled to vote in WMF Canada matters. That way we aren't forcing illegals to "choose between lying or having no voice", they simply have to demonstrate their residency in a city or whatever? Like I said, it doesn't really affect me personally - I just don't like seeing Bylaws forcing us to exclude a section of the population or force them to lie about their status. Sherurcij 19:31, 24 April 2008 (UTC)

We don't need to go too far into this unless we start to have problems with sock-puppet residents and their ilk. Until then a simple declaration of Canadian residency on the application form, and a Canadian mailing address should be enough. Eclecticology 21:56, 14 August 2008 (UTC)

Proposed Changes for 23 April meeting

Part 3:Corporate Seal ( Done)

This needs to be changed from The seal, an impression whereof is stamped in the margin hereof, shall be the seal Wikimedia Canada. to The seal, an impression whereof is stamped in the margin hereof, shall be the seal of Wikimedia Canada. Geo.plrd 02:30, 11 April 2008 (UTC)

That's a grammar/spelling issue, so I can fix it right away without discussion. --Arctic.gnome 20:50, 12 April 2008 (UTC)

Corporate seals are a mostly obsolete concept. I can't foresee any circumstances where we would need one. This part should be eliminated completely. Eclecticology 22:00, 14 August 2008 (UTC)

In corporate law, the concept of the seal still exists. It is better to have and not need than to have not and get caught with the pants down. Geoff Plourde 06:25, 7 November 2008 (UTC)

I was going to say they are obsolete and this provision should be deleted because it is not listed as a requirement in the checklist but it looks like Part II of the Canada Corporations Act which is the law under which a federal society is incorportated, does require that the bylaws provide for safekeeping of the seal, so it looks like we need one. In BC, where I am from, these are no longer needed. --KenWalker 08:14, 6 June 2009 (UTC)

Part 5:Membership

• Current iteration does not bar members in bad standing from voting. I recommend the following be added.

  Any member not in good standing shall not be entitled to vote at meetings of members, nor to participate in official electronic votes.

  Geo.plrd 02:30, 11 April 2008 (UTC)

• There's a bit of contradiction between points 1 and 2... the first implies only Canadian persons can be members, the second says the exact opposite. I'm not quite sure to rephrase this though. (Maybe use "associate member" for non-Canadian persons?) Tompw (talk) (en) 10:43, 13 April 2008 (UTC)
• "Canadian person" seems legally vague to me. I suggest "Canadian citizen or resident". Padraic 18:14, 22 April 2008 (UTC)

  "Canadian person" is defined as a citizen or resident in the definitions, but it might be a good idea to move those terms around a bit.

Part 6: Directors

• I suggest that "provinicial" be replaced with "provinicial or territorial" wherever it occurs... either that or a note at the start of the by-laws that "provinicial" means "provinicial or territorial".
• Secondly, does this mean sub-chapters can only cover exactly one province? Might there be some advantage in allowing a sub-chapter to cover mulitple provices/territories? Tompw (talk) (en) 11:00, 13 April 2008 (UTC)
  • At the last meeting several people wanted to scrap the whole sub-chapters thing altogether, but I haven't updated the bylaws to reflect that yet. I'm now working on a clause that would allow regional organization without splitting up the group so much. I will definitely allow groups that overlap provinces, like an Acadian group, or that are within a province, like a Northern Ontario group. --Arctic.gnome 14:40, 13 April 2008 (UTC)
• I would consider a recall provision. Any petition signed by two thirds of the membership shall be considered grounds for the immediate removal of a director. Geo.plrd 04:49, 23 April 2008 (UTC)

I don't absolutely oppose recall provisions, but such campaigns can be terribly divisive, and waste a lot of people's energy. Eclecticology 22:09, 14 August 2008 (UTC)

I believe in leaving it in to prevent any director from getting too big for his britches. If you can change it to make it better, be my guest. Geoff Plourde 06:23, 7 November 2008 (UTC)

Part 9:Finance

I would advise a open books provision allowing any five members to have the books examined by an accountant of their choosing and at their own cost. Geo.plrd 04:36, 23 April 2008 (UTC)

That can be kept simple by allowing any one member to examine the books. They should not need to be accompanied by an accountant. We may still need a privacy policy to allow for such things as anonymous donations. Eclecticology 22:13, 14 August 2008 (UTC)

How about a open books provision that allows any member to inspect the books, with the caveat that the Board can declare classes of documents which an accountant must view. The point of the accountant is that an accountant will easily spot shady dealing. Geoff Plourde 06:18, 7 November 2008 (UTC)

Part 10.2:Dedication

Would it be wise to change this to like minded organizations? Geo.plrd 00:04, 24 April 2008 (UTC)

Part 13:Amendments

I would suggest the addition of, When any change in the laws of Canada occurs that would mandate modification of these bylaws, the Board Chairman or his assign shall be empowered to make the minimum changes necessary to comply with the law. Changes made under this provision must be ratified by a majority of the Board.

Geo.plrd 18:03, 21 April 2008 (UTC)

That makes a lot of sense. Keeping is line with Canadian law would be very advisable. --Arctic.gnome 19:49, 21 April 2008 (UTC)

Thats the point. This is meant to be for emergencies only. Geo.plrd 04:31, 23 April 2008 (UTC)

Some, but not all, amendments need to be approved by Industry Canada before they can become effective. Changes mandated by law should still be subject to passage by the general membership, not just the Board. That would take a little longer, but it would maintain the principle that the members are in charge. Anyone seriously proposing a by-law amendment, or the Board when it reviews these proposals before the General meeting should review and report on the possibility of rejection before the meeting begins. Eclecticology 22:23, 14 August 2008 (UTC)

This provision is only designed to kick in if the Government suddenly changes something. Basically, it allows the Board President to temporarily suspend conflicting bylaws until the Board can fix it. Minimum necessary and ratification are empasized. Geoff Plourde 06:20, 7 November 2008 (UTC)

Part 15:Transitional

I advise simply stating that all transitional matters shall be addressed in the Articles of Incorporation. Geo.plrd 04:39, 23 April 2008 (UTC)

Indemnity clause (Will be dealt with in Lawyer phase)

There isn't one. Geo.plrd 04:36, 23 April 2008 (UTC)

An indemnity clause is only as good as our ability to compensate. That kind of insurance can be expensive. Eclecticology 22:25, 14 August 2008 (UTC)

Well the reasoning for this is that it is very difficult to find Trustees who are willing to stick their necks out. Geoff Plourde 06:15, 7 November 2008 (UTC)

Publication policy (designated as policy issue)

As per two meetings ago, here is my proposal for our publication policy.

Publications

All documents and reports created by and for the Association, as well as the minutes of all meetings, shall be published freely online unless they must be made confidential for legal reasons or to protect the privacy of persons not on the Board of Directors.

--Arctic.gnome 23:10, 23 April 2008 (UTC)

• • Designated at meeting as a policy issue rather than a bylaw issue. --Arctic.gnome 01:05, 24 April 2008 (UTC)

Regional projects (designated as policy issue)

The idea of provincial chapters was rejected, as was the idea for project representation. Here is an alternate idea, focusing specifically on individual projects.

Regional Projects

1. A local project can be established in any region of Canada to facilitate an individual objective of the Association.
2. To form, such a local group must submit to the Board of Directors:
   1. A description of the intended project with well defined goals, a preliminary budget, and a time frame,
   2. Three members in good standing willing to work on the project.
3. The local project will receive its funding directly from the Association.
4. The local project will be entitled to one representative on the Board of Directors.

--Arctic.gnome 23:07, 23 April 2008 (UTC)

• • Designated at meeting as a policy issue rather than a bylaw issue. --Arctic.gnome 01:05, 24 April 2008 (UTC)

Proposed Changes for December 2008

Corporate Seal

This seems to have been striked-through; I don't know who originally put that there, but I had figured that organizations had bylaws making their seal official. Is that not appropriate? --Arctic.gnome 14:52, 14 December 2008 (UTC)

Definitions

Why are we getting rid of the definition of stuff like "board of directors"? That seems useful definitions. --Arctic.gnome 14:52, 14 December 2008 (UTC)