Talk:Wikimedia Canada/Proposed by-laws/Archive2

Part 10 - Auditor

Done

Goodday everyone,

I'd love that Wikimedia Canada could be founded in 2009, and I know that everyone of you has worked hard on this project since a while, so last night, I started an outline for the part of the auditor. It's not a big contribution I know, but at least we're going a little farter. Now, I've originally wrote this in french, and it's possible that my translation contains errors and/or mistakes. Thank you for your indulgence!

Version française

See also Wikimédia Canada/Règlements généraux

1. Le position de vérificateur doit être ouverte à toute personne qui :
   1. est membre en règle de Wikimédia Canada,
   2. est au moins âgé de dix-huit (18) ans, et
   3. est apte à produire un rapport aux membres à l'assemblée générale à la fin de son mandat.
2. Nomination du vérificateur :
   1. le vérificateur doit être élu par les membres lors de l'assemblée générale annuelle,
   2. sauf si tous les membres en décident autrement, le vérificateur ne peut être ni un administrateur, ni un dirigeant, ni un membre de quelque comité formé par le conseil d'administration,
   3. sauf si tous les membres en décident autrement, le vérificateur ne peut être ni un observateur, ni un conseiller, ni le Représentant Jeunesse (voir partie 3.5) ou tout autre associé à un administrateur, un dirigeant ou un membre d'un comité,
   4. le mandat du vérificateur expire lors de la première assemblée générale suivant le premier anniversaire de son élection.
3. Le rapport du vérificateur :
   1. le vérificateur peut consulter la comptabilité et les pièces comptables en tout temps,
   2. le vérificateur doit analyser les états financiers de Wikimédia Canada, et
   3. doit confirmer que les états financiers sont présentés conformément aux principes de comptabilité généralement acceptés, et
   4. doit faire rapport aux membres à la fin de son mandat lors de l'assemblée annuelle,
   5. rapport dans lequel il propose de manière justifiée d'accepter ou de rejeter des comptes,
   6. pour la production de son rapport, le vérificateur de l'exercice fiscal en cour peut demander l'apport du vérificateur sortant, mais ce dernier a un devoir d'ingérence,

English version

1. The auditor's position shall be open to any person who :
   1. is a members of Wikimedia Canada in good standing,
   2. is at least 18 years of age,
   3. is able to produce a report to members at the general meeting at the end of his term.
2. Appointment of auditor :
   1. the auditor shall be elected by members at the annual general meeting,
   2. unless all members agree otherwise, the auditor cannot be a director, nor an officer, nor a member of any committee (see part 6) formed by the Board of Directors,
   3. unless all members agree otherwise, the auditor cannot be an observer, nor an adviser, nor the Youth Representative (see part 3.5) or any other associate with a director, an officer or a member of a committee,
   4. the auditor's term expires at the first general meeting following the first anniversary of his election.
3. The auditor's report :
   1. the auditor can consult the accounts and records at any time,
   2. the auditor shall analyze the financial statements of Wikimedia Canada, and
   3. shall confirm that the financial statements are fairly presented in accordance with generally accepted accounting principles, and
   4. shall make a report to the members at the end of his term at the annual general meeting,
   5. report in which he proposed in a justified way to accept or reject the accounts,
   6. for the production of its report, the auditor of the current fiscal period may require the input of the outgoing auditor, but the latter has a duty to intervene.

I don't know if my translation is good enough, but anyhow feel free to modify it as you want... I'll start from that point to retranslate in French and include it to Wikimédia Canada/Règlements généraux. Thank you in advance for your help with my English!!! Have a nice day. --Antaya 10:41, 21 May 2009 (UTC)

It mostly looks good to me, and the translation sounds okay. My one concern is the first line, requiring the auditor to be a member. Is this normal practise for organizations like ours? I thought that auditors were people from the outside that we hired to review out books. --Arctic.gnome 14:24, 1 June 2009 (UTC)

In fact, I have no clue but you're probably right! I'll remove that line... --Antaya 04:44, 2 June 2009 (UTC)

Possible grammar error?

Done

Disregard my ignorance if I'm wrong but in Wikimedia Canada/Proposed by-laws#Legally mandated sections, shouldn't the word "objects" actually be "objectives"? -- OlEnglish 07:48, 6 June 2009 (UTC)

Yes it should. Fixed. --Arctic.gnome 13:56, 6 June 2009 (UTC)

Some comments and recommended changes

My apologies for showing up late in this effort. I added my name to the group long ago but have not checked back to see the progress here for quite a long time. There has been a lot of good work done but there are some things that could be improved in the bylaws:

• Done Throughout the bylaws, the name Wikimedia Canada is used. I think the name will need Inc or some equivalent at its end. Foundation or society may be sufficient although the web site the government offers is ambiguous about that.

  I've been wondering about that. Wikimedia wants us to name ourselves just "Wikimedia Canada" unless legally required to do otherwise (ref). The law in Canada says that profit corporations must have a legal element like Inc, but it says that not-for-profit organizations are exempt from this rule ref. The law about not-for-profit names says that "The only legal elements which are permitted for not-for-profit companies are Inc and Corp" but it does not say whether one of these names is required ref. I'll call Corporations Canada on Monday to clarify this. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  Calling them is a good way to get the answer. Bear in mind that the Canada Business Corporations Act that the first ref leads to is a separate statute from the Canada Corporations Act. It is the latter and not the former that applies here.--KenWalker 18:04, 6 June 2009 (UTC)

  We are not required to have a legal element and the only ones available to us are Inc. and Corp., so I'm happy with the naked name. --Arctic.gnome 18:30, 8 June 2009 (UTC)

• Done The decision that only individuals can be members would prevent other charitable organizations from being members. Perhaps the US Wikimedia Foundation should be permitted membership.

  Corporations are allowed to get non-voting memberships as per 3.2.3 of the membership section. I personally think that this is a good arrangement, allowing corporations to attend meeting but only allowing humans to vote. If you think this should be changed it is open for debate. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  I agree, my only point was that as it is, it excludes other non-profits, foundations, etc in case anyone thought it only excluded for profit companies from voting membership. --KenWalker 18:04, 6 June 2009 (UTC)

  Is there a legal word used to refer to corporations, foundations, and not-for profits in general? --Arctic.gnome 18:30, 8 June 2009 (UTC)

  s 3 of the Canada Corporations Act (see also s 156), the definition section, says "“another company” or “any other company” means any company wherever or however incorporated;". It is a bit circular, but if you use one of those expressions, it would include regular business corporations, non-profits under Part II, foundations if they are incorporated, etc. --KenWalker 19:46, 8 June 2009 (UTC)

  I'll use one of those terms. That's a very useful list, I should double-check some of my definitions with it. --Arctic.gnome 01:24, 16 June 2009 (UTC)

• Done The difference between voting and non voting members in the bylaws confuses me. The qualification for both classes of membership are the same so it defines voting and non voting members but provides no guidance on how it is determined which category a member is in. This section also must have the specified language, something like "except as required by the Act"

  Requirement #3 is different between the two. Voting members must be a Canadian citizen or resident, whereas non-voting members can be people from other countries or corporations. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  I said it wrong. The way it is worded a Canadian citizen is entitled to both kinds of membership. It could be fixed by saying in the definition of non voting members that these are members who are not eligible for voting membership. By the way, better wording for non citizen residents would be "a person who has been lawfully admitted to Canada for permanent residence" --KenWalker 18:04, 6 June 2009 (UTC)

  I'll add a line in the non-member definition saying that they cannot be eligible for voting membership. For your suggestion of "a person who has been lawfully admitted to Canada for permanent residence", what is the legal definition of "permanent"? Would that include, for example, someone who is here for a few years as a student but has to go back after their degree? --Arctic.gnome 18:30, 8 June 2009 (UTC)

  Para 1 of Part 1 could say "There will be two classes of membership, voting for those who qualify as voting members and non-voting for those who qualify as non-voting members but do not qualify as voting members." Looking at it now, I suppose that may go without saying. The change I suggest would mean someone who is qualified to be a voting member could not choose to be a non-voting member. By the way, in the definition of voting members, I think "Canadian citizens, or" would be better as "a Canadian citizen, or". The wording I gave about permanent residence means what we call landed immigrants, thus the reference to permanent. It would not include people temporarily in Canada on student or work visas so they would only be eligible for non voting membership if this wording was used.

  I'll change the line about non-citizens per your sugestion. I think the two classes of membership does go without saying. If someone who is eligible for voting membership wants to apply for a non-voting membership as a protest or something, I don't see any reason not to let them. --Arctic.gnome 22:59, 6 August 2009 (UTC)

• Done Shouldn't there be something in the purposes of the organization about raising money to fund its operations?

  Do other not-for-profit organizations have that kind of goal in their objectives? I had assumed that raising money was just an assumed necessity of operation. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  I don't know whether it is usual and I agree that handling money would be a normal power ancillary to its main purposes without setting it out expressly. It just seemed to me that it might be a main purpose of the organization to act as a fundraising arm of the main Foundation in Canada so that donors here can get a tax receipt for donations. Right now donors can't get charitable tax receipts for Canadian taxes. --KenWalker 18:04, 6 June 2009 (UTC)

  The Foundation wants us to look like an independent body; they don't even want us to say that we will form an affiliation with them in our bylaws, so any mention of funding related to them will almost definitely be rejected. I think the goal of "aiding in the presentation of educational materials" will allow us to fund websites like Wikimedia. --Arctic.gnome 18:46, 8 June 2009 (UTC)

  Even though the "aiding in the presentation of educational materials" line has been taken out of the goals, I don't think we need to mention WMF funding in our founding goals. The government wants us to be specific in our objectives and WMF wants us to be independent, so I think we can leave any kind of joint funding discussion for later. If you disagree, feel free to reopen this topic. --Arctic.gnome 23:02, 6 August 2009 (UTC)

• Done When it says that directors must be members, are non-voting members eligible to be directors?

  Good question. I'm thinking that only voting members can be directors, but I'll see whether others feel differently. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  I think that makes sense too. --KenWalker 18:04, 6 June 2009 (UTC)

  I'll update that. It should be fairly uncontroversial. --Arctic.gnome 18:46, 8 June 2009 (UTC)

• Done Under Meetings of Directors, it says "A meeting in person can only hold binding votes if that meeting has the consent of absent directors." I am not clear what this is intended to mean, but as it is, it would mean the board could not make a decision unless all directors were unanimous including those who are absent, which seems impossible for a meeting in person.

  That rule exists to stop a quorum group of directors from one region of the country from forgoing online meetings and just meeting on their own, never getting input from the rest of the board. I'm afraid of the board becoming the Toronto Club. The rule lets directors from other parts of the country force the meeting to be online if they want to attend. If you have a better way of saying this, feel free to suggest it. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  OK, I understand. I wouldn't create two different kinds of meetings, online and in person. I would say that online attendance at any meeting is permitted. This does create some complication because text only attendance is contemplated which would not provide those attending a clear way of knowing what is going on amongst attendees who are face to face. I don't think text only attendance will meet the requirements. The bylaws as presented have long notice requirements (no surprise meetings) and there are requirements that cap the number of directors from one province so I think the concern is covered without this paragraph. The usual way to prevent a hijack by a sub group of directors is to make a decision all directors must be given proper notice of the meeting and an opportunity to participate. The provision goes too far because it effectively gives an absent director a veto over any board decision. I would just take it out and make sure the meeting notice provisions and the manner of holding meetings cover the concern. --KenWalker 18:04, 6 June 2009 (UTC)

  I'll just take out that section. I don't think we need any additional sections on meeting notices because, as you say, we already have requirements of quorum, advance notice, and maximum provincial memberships. I'll also take out the word "electronic" in the proceding section so that they still can have a meeting in person should they ever want to. --Arctic.gnome 18:59, 8 June 2009 (UTC)

• Done "When a director cannot attend a meeting, he may vote by mail ballot, including ballots delivered by an electronic medium . . ." confuses me. Since meetings can be attended electronically, this seems to deal with voting at a different time than the regular meeting. This seems complicated. It could allow a director who didn't attend a meeting to vote after seeing the result of the meeting without limiting how long after. Since directors can already attend electronically, I don't see how this improves things.

  Fair enough. The wording there was based on other bylaws, so they might not quite fit they way we do things. We probably want directors to be able to settle things at meetings without waiting for votes to come in, so maybe we should just take out any voting powers for absent directors. --Arctic.gnome 13:54, 6 June 2009 (UTC)

• Done I think it should say officers must be members. Rather than "from among their number" which is unclear, it should refer to members.

  The phrase "from among their number" refers to the board of directors itself. The officers and the directors are pretty much the same group, they just choose which of them will be doing which job. If you have a clearer way of saying this, feel free to suggest it. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  We could change Part 9(2) to say "The officers of Wikimedia Canada must be directors. If there is a vacancy in any of the offices, the directors shall elect from their own number whenever necessary to fill a vacancy." I suggest that officers terms should run to the first board meeting following the annual meeting of members rather than the anniversary of their election so that terms expire at the same time. The Treasurer should be responsible for putting any money into a bank account. Maybe it should say money is only paid out with authorization of the directors, and maybe then only if within a budget approved by the members unless it is some sort of emergency. These details could be under the definition of treasurer, or better yet under a new section titled Finances. --KenWalker 20:46, 6 June 2009 (UTC)

  I agree with the changes to 9(2) and the officer term length. We do need a financial section, and if you have ideas for it go ahead and post them. I'll hold back on changing the treasurer's powers until that section is done. --Arctic.gnome 19:19, 8 June 2009 (UTC)

•  Deferred to its own section below The section about execution of documents should say who signs documents on behalf of the organization. Something like "the president and the secretary, or any two directors designated by resolution of the board" would work but something should be defined. The bank will want to see this if an account is opened.

  Makes sense to me. Would the signing rules for resulutions dealing with money work differently than ones that do not? --Arctic.gnome 13:54, 6 June 2009 (UTC)

  As to the difference between money resolutions and others, I would think they are all important and should work the same way. --KenWalker 18:04, 6 June 2009 (UTC)

  I think the signing parties should be fixed so that it is very clear which documents are valid. Everything official should probably be signed by both the president and the secretary, even if that means a lot of mailing and faxing of documents. Also, in the existing line in that section (about getting an agent to deliver documents), do you know what it means by "subject to ratification"? I'm not sure what the point of that line is; it's not legally required to be there. --Arctic.gnome 20:04, 8 June 2009 (UTC)

  It seems to say that if someone does something on behalf of the organization, it can be done first and then ratified or approved later. It could be useful but it could also create confusing situations. Seems better to take out the first 3 words. --KenWalker 15:37, 9 June 2009 (UTC)

  In Wikimedia Australia, they use the following. Would it work for us? My one concern is that banks may want to see two fixed names, but we might be able to informally say "documents dealing with the bank must be signed by the president and treasurer" and not include that in the bylaws. --Arctic.gnome 23:43, 6 August 2009 (UTC)

1. The common seal of the Association must be kept in the custody of the Secretary.
2. The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of two members of the committee or, of one member of the committee and of the public officer of the Association.

•  Deferred to until we have a full discussion on that section The section about borrowing says there shall be no borrowing and then goes on to say how borrowing may be done.

  That section is one of the holdovers from an old version of the bylaws and probably needs a re-write. The law doesn't seem have any rules about what we need in that section, or whether we even need to have it there. Where do you see a line saying how borrowing may be done; I can only find the line saying that they may not borrow and then lines about how banking works. --Arctic.gnome 13:54, 6 June 2009 (UTC)

  The part I was referring to is ". . . and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the members. Such authority shall be subject to such limitations as the members may impose." --KenWalker 18:04, 6 June 2009 (UTC)

  Unless I'm reading it wrong, the way I read that is: to take out a loan, the board needs the permission of the members. That seems reasonable to me. --Arctic.gnome 23:43, 6 August 2009 (UTC)

  We'll eventually have to rediscuss that whole section anyway; it's in the "extras" section of the bylaws now. I'll mark this section as deferred. --Arctic.gnome 00:06, 7 August 2009 (UTC)

• Done Has there been any dialogue with the US Wikimedia Foundation? There may be some help there. They may want to have some input.

  They helped write the earlyer versions of the bylaws, but we haven't talked to them in a while. We should pobably ask someone to informally take a look at the bylaws before we officially submit them. --Arctic.gnome 13:54, 6 June 2009 (UTC)

Turning up at this stage in the process, I am a bit uneasy about jumping in with both feet when others have done so much work already but these are things I am in a position to help with. I have been a lawyer in BC and before that in Saskatchewan for more than 30 years and this sort of work has always been a part of my practice. I have not incorporated a federal society before but I have provincially. My office could be the legal address of the society like it is for a couple of hundred other companies charging only necessary disbursements (ie no legal fees would be charged). It is not required that a law office be used for this purpose, but we are set up to make sure the required annual filings are done. There may be other plans for where the address should be I am not aware of but if that is needed, it is available here.

--KenWalker 10:15, 6 June 2009 (UTC)

Welcome back to the project! It's always good to get a review by someone less involved in the writing process. I'll put my replys for each of your comment above to keep each topic together. --Arctic.gnome 13:54, 6 June 2009 (UTC)

My replies are interinterspersed. The Wikimedia UK, in their constituion (they call them memorandum of association) show a useful way to deal with the name and also set out purposes that look well drafted. Supporting Wikimedia and fundraising are covered.--KenWalker 18:04, 6 June 2009 (UTC)

A few comments

My apologies for having zonked out on the process before. Still the proposed by-laws require a few comments. I would emphasize the points that could be seriously problematic.

1. Done It should be kept in mind that that some of the ground rules will be affected by the passage of the new Canada Not-for-profit Corporations Act. Bill C-4 has already been passed by the House of Commons, and is awaiting passge by the Senate. There does not appear to be any partisan controversy surrounding this Bill. Whether it should be made to conform to this new Act before incorporation remains an open question. Ref: Bill C4

   Good catch on this law. I'll add a note to the header saying that the final draft must be checked against it, and we have the section below to discuss any current disparities between the current bylaws and C-4. --Arctic.gnome 02:11, 23 June 2009 (UTC)

2.  Deferred to its own section below The verbs (encourage, facilitate, promote, aid, develop, seek, maintain, assist and participate) are all quite vague; they do not give any idea of the kind of action that WMC will take. These will not be particularly problematic for being accepted as a corporation, but when it comes to being recognized as a charitable organization under the Income Tax Act it may not pass muster. It could easily be faced with a similar situation to that encountered by Wikimedia UK. In retrospect, their rejection as a charitable organization was perfectly predictable, and certain principles there also apply here. See here for some points to be considered. The charitable purposes test is a tricky one. It is clear that the advancement of religion and the relief of poverty are totally irrelevent to what WMC would be doing. Less clear is that the advancement of education is defined very narrowly in a way where training and instruction are key features. Acceptance will most likely come under the heading of "other purposes beneficial to the community", probably under the guise of providing certain public amenities. But there appears to be very little experience with amenities that are electronic in nature.

   I think the current goals work as a baseline, but they, indeed have to get more specific. The document you link there is a useful read, though its examples all refer to specific locations and events, so we'll have to rework that for a primarily online organization. None of our goals meet any of the examples for "advancing education", but I think we can make some of our purposes fit into the "research" and "maintaining public galaries" sections. We'll also have to make sure we avoid sounding too political when we talk about the promotion of free material. Once we've all carefully read their suggestions this discussion should move to a new section below. --Arctic.gnome 02:11, 23 June 2009 (UTC)

   You're right this point deserves a whole new section by itself. So see #How do we spend our money? below. The government attitude toward education appears mired in the premises of capitalist greed: The only valid reason for a good education is to get a good-paying job. Eclecticology 21:13, 25 June 2009 (UTC)

3. Done The distribution of assets to the WMF on dissolution is completely unacceptable. It would be a foreign recipient. Transfer of funds to a foreign organization is not a qualified use of charitable funds. Limitations on such expenditures are severe. See here. If any funds are transferred to WMF we must be prepared to show what we will receive for these expenditures. We would do better outlining just what websites WMC will run by itself.

   I figured that would be a problem. Do you have any ideas about where else we can send money at dissolution? --Arctic.gnome 02:11, 23 June 2009 (UTC)

   While mentioning specific organizations can be done we cannot predict whether we or they will live longer; both may still survive for a long time. It would do to say that the directors at that time would redistribute the assets to one or more registered Canadian charitable organization with similar objectives. Eclecticology 17:13, 26 June 2009 (UTC)

   It must sitll be Canadian and a registered charity. "Charity" and "non-profit" do not mean the same thing. Eclecticology 09:12, 21 July 2009 (UTC)

   The policy recomends, but does not require that "It is specially provided that in the event of liquidation, dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed to one or more qualified donees as defined under the provisions of the Income Tax Act (or, “registered charitable organizations in Canada”)." I can't tell based on that whether we need to specifically name some donees; we might be able to get away with just saying that the money will go to charities with similar objectives. --Arctic.gnome 03:29, 1 July 2009 (UTC)

   That's right, and indeed more usual to avoid naming specific donees. Eclecticology 04:35, 1 July 2009 (UTC)

4. Done The provision that an election would take place after the membership has reached 20 does not impose any time limitations; this allows a small group to maintain the membership under 20 indefinitely.

   Fair enough. Do you think this could be fixed by simply adding "or after one year, whichever occurs first"? --Arctic.gnome 02:11, 23 June 2009 (UTC)

   I don't think we even need the reference to 20 members. IIRC the Act requires a first AGM within 18 months. That should be enough. A modest effort by all the persons involved at the beginning should easily lead to more than 20 members by that time. Perhaps too, sections like this one should be moved to a "Transitional" group at the end of the by-laws. That group would contain provisions that require something to be done once, but which can easily be removed from the by-laws after it is done. Eclecticology 17:13, 26 June 2009 (UTC)

   Okay, I'll take out the requirement for 20 members, though I'll keep it at 12 months, because we are required to have annual meetings. Also, that section is already in the temporary "articles of incorporation" section, though that section may have gotten a bit mixed up with the regular bylaws. --Arctic.gnome 03:35, 1 July 2009 (UTC)

   While I can live with 12 months, the advantage of 18 is that it gives more organizational flexibility for having the first meeting at a time when the maximum number of people is available. Eclecticology 09:01, 1 July 2009 (UTC)

5. Done The section on directors allows for the naming of directors by both "wings" and "chapters". The difference between the two should be defined.

   I think they are the same thing, though maybe one is registered with WMF while the other is not. I'll just change them all to "wings", though that term will have to be defined somewhere. --Arctic.gnome 02:11, 23 June 2009 (UTC)

   Good. I was lukewarm to the term "wings" when I first encountered it, but the WMF's endorsement of the term "sub-national chapter" instead of "sub-chapter" has made the term "wings" more attractive. If we were ever to call a Quebec chapter "sub-national" we would be asking for trouble! Eclecticology 09:37, 25 June 2009 (UTC)

6. The section for meetings of members fails to allow for meetings in person.

   Allowing general meetings in person worries me because no matter what city they are in there will be members who cannot practically attend due to the distance. I guess we could allow meetings in person with a very easy way of sending in proxy votes, though that might be tricky. It would be nice if we could have people watch a live stream of the general meeting and vote online, but I'm not sure whether such votes would be acceptable under the current law. --Arctic.gnome 02:11, 23 June 2009 (UTC)

7. Done The section about youth representation fails to state what happens if such a person has his eighteenth birthday before his term is finished.

   I'll add that they must be within the age range when first appointed and cannot be reelected if they are over the age range. --Arctic.gnome 02:11, 23 June 2009 (UTC)

   Good, and keeping their terms to one year will more easily allow them to finish those terms beyond their 18th birthdays. The language of the section (and others) could be tightened up, but I am hesitant to go ahead too aggressively with this. Could we possibly get rid of the singular "they"? I'm very old school about grammar, seeing it used this way hits me like fingernails scratching a blackboard. Eclecticology 09:25, 25 June 2009 (UTC)

8. Done No person should receive remuneration for acting as a director.

   Does the role of director not become paid if the organization become very large? Surely the largest of charities require full time staff that must be paid.--Arctic.gnome 02:11, 23 June 2009 (UTC)

   Not always. Some are paid a per diem for attending meetings; reimbursement of out-of-pocket expenses is also acceptable. WMF directors are not paid for being directors. Some people considered it scandalous when Erik Möller quit the Board to take on a paid staff job. Even if reimbursements are legally justified, this can be a politically sensitive issue in the eyes of a general public that sees very little of the inner workings of the Board.Eclecticology 09:25, 25 June 2009 (UTC)

   Should we just remove the line or should we specifically say that they cannot be paid? --Arctic.gnome 03:43, 1 July 2009 (UTC)

   I've taken the section out. We may want to replace it with something like something like the line from the Australian chapter, which requires it to be run as a non-profit. --Arctic.gnome 00:39, 7 August 2009 (UTC)

9.  Deferred to to its own section bellow One cannot apply restrictions on how auditors do their work; in particilar, it would be highly inappropriate to insist that an auditor confirm financial statements if he does not agree that they fairly fairly represent the financial situation.

   That does sound odd, I agree. Do you have any sugestions about a better way to phrase that section? --Arctic.gnome 02:11, 23 June 2009 (UTC)

Eclecticology 06:00, 18 June 2009 (UTC)

1. The Act goes into some detail about this, and C4 mow uses the term "public accountant" instead of "auditor". One change in C4 is that the members may now waive the appointment of a public accountant; they need to do this every year. That should be made clear in the by-laws. Where the members have waived this right, the directors should be required to appoint an independent person to make a financial review for presentation at the AGM, Eclecticology 09:01, 1 July 2009 (UTC)

   I've copied this to its own section below. --Arctic.gnome 00:54, 7 August 2009 (UTC)

All good points. For a couple of them I've already been looking into changes, like the one about giving money to the WMF, and the rest look like they do need to be addressed. I'll respond to your comments one by one when I get a chance. In any case, we probably shouldn't submit the bylaws until after we see the royal assent version of C-4. --Arctic.gnome 15:51, 18 June 2009 (UTC)