Talk:Wikimedia Chapters Association/Resolutions/2012 WCA place of registration

Questions to be answered for places of registration

Note, I have moved this detail from the voting page itself to keep things simple. Proposal pages should be created as sub-pages of Wikimedia Chapters Association/Resolutions/2012 WCA place of registration. Thanks --Fæ (talk) 17:55, 10 November 2012 (UTC)

Discussion of additional locations

Hello

Is there no information about England or Belgium as incorporation places ? Thanks. Anthere (talk)

You can find it in the report send by the first steering committee in an email on May 27. I don't know if we can put this document on meta. --Charles Andrès (WMCH) 18:48, 5 November 2012 (UTC)

I would like us to restrict the locations being proposed on this list to those where:

(a) at least one Council Member is putting their name against a location as the proposer and is available to answer further questions

(b) the supporting page on :meta has been created which can then be extended and improved based on questions raised during the vote (additionally I would expect it to be added to Wikimedia Chapters Association/Place of registration/comparison)

(c) where a location has a home Chapter, the local Chapter Board supports the proposal and is demonstrably offering to facilitate incorporation (such as recommending accountants and providing some interim facilities).

I propose we add an option during the vote for "none of the above, as I prefer a different location to those proposed" which is a clearer alternative than just abstaining.

As the WCA Council Chair I intend to propose this resolution - which will probably become our preferred process for how resolutions get from a draft to being "formally" proposed for a Council vote. I am not sure why we need a resolution to propose a vote, rather than having this as the resolution which itself is the vote. Can someone explain the logic and the intended order of events? Thanks --Fæ (talk) 10:46, 6 November 2012 (UTC)

I think you can change the resolution to a simple vote, as you say we don't need to vote to now about what we will vote :-) It's just a part of improvment by iteration.--Charles Andrès (WMCH) 11:59, 6 November 2012 (UTC)

As for your points:

(a) you can consider me as a proposer of Belgium, albeit I'm not really qualified for answering to questions (I'm Italian, I've never been in Belgium);

(b) as I said earlier, I don't find the supporting page so important, but if it is considered useful I can write it.

I think the resolution can be rephrased as "we are voting for..." instead of "we will vote for..."; and it seems more logical to me an explicit abstain than a "none of the above", because if a council member wanted another country, he could have proposed it. - Laurentius (talk) 19:41, 6 November 2012 (UTC)

In my opinion it is very important that it is totally clear whether the vote is about the place of incorporation, or the place of a future office, or both. I would really love to see the incorporation happen very soon, but as far as I can see there is no need to decide about a future office right now. Even if the recruitment process kicks-off within the next weeks (Which I hope, because there are many things for the WCA to work on that are important for our movement. Great things, things that motivate others, that help chapters work together better for our joint mission.), it will take months before we have an SG on board. In the beginning, she/he will spend a lot of time meeting with chapters all over the world, planning the work and activities of the WCA. Also, there are at least 6 Wikimedia offices right now (San Francisco, Utrecht, London, Berlin, Paris, Vienna – did I miss one?), which I am sure will happily offer a desk, coffee and Wifi for a future SG and her/his initial work. Before the WCA needs a real office it might take years, so please let's move on and keep the office issue out of the discussion for now. Best, --Nicole Ebber (WMDE) (talk) 12:49, 6 November 2012 (UTC)

As for the offices, you missed Monza :-) - Laurentius (talk) 19:41, 6 November 2012 (UTC)

Page name to be changed?

Hello, the actual title of this page (= name of the resolution) is not so clear. Could it be renamed before the voting starts? Ziko (talk) 12:13, 11 November 2012 (UTC)

How about WCA registration location as this is the simplest title I can think of? Some other resolutions included the year in the page name, is this useful or not? --Fæ (talk) 13:21, 11 November 2012 (UTC)

Yes, 2012 WCA place of registration, something like that? Although, I am not sure whether this will not be misunderstood as a place only in 2012; but we now have the tradition of placing the year first. Ziko (talk) 13:54, 11 November 2012 (UTC)

Done --Fæ (talk) 14:02, 11 November 2012 (UTC)

Clarification of "sponsor"

I introduced the idea of a sponsor so that there would be at least one Council Member that was prepared to put their name against a proposed location and be a point of contact for any questions that arose. The Council Member does not have to be part of the chapter in the country of location (should one exist) and multiple Council Members who are interested in sponsoring the location can add themselves as a sponsor. All proposed locations must have a named Council Member to sponsor the proposal in this way. The list of proposed locations and the named sponsors will be fixed when voting begins and may not be changed apart from corrections after. The proposal pages may be improved throughout the voting process. Thanks --Fæ (talk) 13:50, 11 November 2012 (UTC)

Decentralization

There is the idea to decentralize the WCA in several ways. For instance to reuse some chapters infrastructure. This is possible but remember that for any place of registration the office may not be "virtual". It means that there should be a physical office in the place of registration. This is mandatory. --Ilario (talk) 14:15, 11 November 2012 (UTC)

Can you elaborate a little why it is mandatory to open an office in the place where the WCA is incorporated? Maybe it would be good to include this requirement in the comparison of potential places for incorporation, because it makes a huge difference wether we can use an existing Wikimedia office (in the UK or the Netherlands, for example), or if we have to open an office specifically for the WCA (in Geneva).--Pavel Richter (WMDE) (talk) 19:44, 11 November 2012 (UTC)

Wikimedia CH had an office only one year ago but we had a physical postal address. Basically the WCA needs to have at least a "domicile" in the place of registration. But this is normal for any place of registration. This is not a peculiarity of Switzerland. Netherlands, Belgium or Antartica, if someone would register an association in a country, this association should have an official legal address in this country (it may be also domiciled in another office). Anyway I would take the opportunity of this reference to the comparative table to say that the table is created on the basis of false indications or on the basis of false parameters. Basically if the offices are decentralized, which is the sense to consider the cost of the life in that country? So or you consider to have a monolithic office in a country and evaluate the cost of the life for the employees, or you consider to have decentralization and only a "legal domicile" and in this case the cost of life has no sense. --Ilario (talk) 20:30, 11 November 2012 (UTC)

I agree with you, there is no sense in asking for the cost of living in this table, and I do not know why it is in there. And yes, you are right, an incorporated WCA needs the ability to legally receive mail, for example via a service of process (http://en.wikipedia.org/wiki/Service_of_process). But for that, no office is needed, not in Geneva, nor in Belgium, the UK, or the Netherlands. So when you said that there should be "a physical office in the place of registration", all you referred to was a "physical postal address", right? --Pavel Richter (WMDE) (talk) 21:08, 11 November 2012 (UTC)

Thank you for your reply. --Ilario (talk) 21:17, 13 November 2012 (UTC)

In the case of Geneva, having a domicile in the place of registration means in Switzerland or in Geneva? - Laurentius (talk) 17:07, 16 November 2012 (UTC)

In the case of Geneva, it means having a domicile in Switzerland. In fact, this does not even mean that the person has to live in Switzerland, this person can also use the services of a company who will then be the Swiss domicile. But that is not necessary, we do have board members who live in Switzerland... GastelEtzwane (talk) 20:16, 16 November 2012 (UTC)

I think you have misunderstood my question, probably because I have asked an apparently similar one to you a few days ago.

What I asked here is: as Ilario reminded, we will need a legal address of the WCA in the country in which it is registered (and I presume this is true in any country). This may be the address of a council member, of a chapter's office, of a wikimedian, it doesn't matter. My question was if, in the case of Geneva, if it must be in Geneva or can be anywhere in Switzerland: as the canton of registration do matter, I would not be surprised if the address has to be in Geneva.

For the other issue, I think it's better to open a new section. - Laurentius (talk) 18:30, 17 November 2012 (UTC)

OK, I think I understand the question.

There are two levels one has to consider in Switzerland: the federal level and the cantonal level. Laws governing associations of any sort (small local football associations, national federations, companies, international corporations, the FIBA, the International Olympic Committee, the FIFA, etc.) are defined on the federal level. Tax laws are both federal and cantonal. The canton of Geneva has set up a service to help NGOs and international organisations, the CAGI. Other cantons have set up different laws, essentially tax laws, to attract foreign companies or international federations (the FSBA is in the canton of Geneva, the FIFA and the IOC are in the canton of Vaud...).

As far as the WCA goes, the canton of registration has to be Geneva if we want to take advantage of all the services offered by the CAGI. As far as taxes go, it is more or less the same thing no matter the canton in which the WCA is registered.

I hope that I have understood your question properly this time! GastelEtzwane (talk) 18:24, 19 November 2012 (UTC)

Counting votes

The question was raised in the WCA telecon today about how votes will work for this resolution. Please read the instructions carefully before voting. All votes made will be counted as supporting the resolution to have a vote. If you wish to be counted as being against the resolution to have the vote at all, a Council Member may make an abstaining comment, but please indicate clearly that you do not want your abstention to count to the quorum for the resolution.

The quorum is counted in accordance with the WCA Charter. With 21 current members, this means 11 votes have to be made on this resolution for it to pass. The votes do not have to be for the same location, so a lower number of votes supporting a location may result in a location for registration being chosen under this resolution.

Please raise any further questions here. If you have experience with using the Schulze method, please do contribute here for any wrinkles we ought to consider in counting the vote.

Voting will open on Monday 12 November 2012 as stated. Thanks --Fæ (talk) 23:18, 11 November 2012 (UTC)

A board for the WCA

Note that we currently do not have a board: we have a Council, a Chair and a Deputy Chair. Already in Berlin I remember someone saying that we will probably need to amend our charter's provisions creating a board, as it is mandatory in many countries (I don't see any problem in that, but it's better to say it explicitly). Indeed, on the CAGI website [1] is written that an association must have a General Assembly and a Committee (i.e. the board); in Belgium is more or less the same (albeit international associations are quite flexible from this point of view); I don't know the rules in Netherlands. Now we have a Council that, in a sense, is both a general assembly and a board, but we will need to decide what exactly the Council is.

The most logical choice seems to me to make the Council a general assembly, as it comprises representatives of all the member chapters. In this case, we will need to create a board. In theory, Chair and Deputy Chair could be that board, but probably something larger would be needed (or at least advisable). Alternatively, we can make the Council a board, but we would need a general assembly: I have no idea of what it can reasonably be, and I find unwise to create another representative body.

I don't think these are big problems - we will amend what we need to, there's nothing essential here - but it may be relevant if there are restrictions based on the nationality of the board. In Wikimedia_Chapters_Association/Place_of_registration/Geneva it is written that:

f) In addition we must work on the main obstacle: the dossier of the committee states that in the board of WCA must be present a Swiss citizen if the seat is Switzerland, it's incorrect because must be an EU citizen domiciled in Switzerland.

In order to obtain a tax-exempt status, one member of the board must reside in Switzerland (the nationality is not important). The swiss chapter, Wikimedia CH, could be that member.

Which I understand as:

• in order to obtain a tax-exempt status, one member of the board must reside in Switzerland;
• in any case, one member of the board must be domiciled in Switzerland.

A reference for the first point is [2] (thanks GastelEtzwane!). The second one was deleted from Wikimedia Chapters Association/Place of registration/comparison, and it may well be a misunderstanding, but I'd like to be reassured about that (possibly with a reference) (and, in any case, at least one page is wrong). I've looked for that, and I've not found a rule requiring a board member domiciled in Switzerland, but I've seen some bylaws explicitly requiring that, thus the question is still unclear to me.

As usual, I'm happy if someone shows me that my worries are groundless :-) - Laurentius (talk) 20:11, 17 November 2012 (UTC)

I am glad you raised this issue. Not just for pure legal reasons, but having a board that was a much smaller number of people than the 21 currently on the Council, could solve some of our likely forthcoming problems with how the Council can delegate some of the routine decision making, particularly once we have a Secretary General in place, without requiring a full vote of the Council on each decision. During the set up stage of the WCA organization, there may be a large number of decisions needed promptly that would be better made by a board which can then later report and ratify these necessary decisions back to the Council. I would appreciate a wider discussion (this page might not be the best place) on the pros and cons of this approach and some thoughts on how it might work before we consider proposing something more formally. Cheers --Fæ (talk) 07:31, 18 November 2012 (UTC)

Laurentius, what you write is very sound. When we have the place of registration, we will know more. I think that a reform should not be too difficult because what you propose is similar to the structure of many chapters. Ziko (talk) 15:43, 18 November 2012 (UTC)

Addition: What I meant with "we will know more" was that we then will know what alterations to the charter will be necessary because of the place of registratration (in Belgium, the Netherlands or Geneva/Switzerland).

About the organization mechanics: It might be good to have a Chair of the Council also in future, as the one who organizes the concrete proceedings of the Council. But a board with a president would have the role of the boards we know from the chapters. The board members should be volunteers and they don't have to be Council Members, and they can have any other position in the chapters (maybe not in the Foundation). The board will install a kind of director, with a term and title and salary as the board wishes. (Salary would be ultimately a subject dealt with in the budget, to be decided on by the Council.) We could also drop the C in WCA in order to have shorter name and open the association to the thematic organizations. Ziko (talk) 23:05, 18 November 2012 (UTC)

The way I see things, and in fact the way I thought at first that this whole thing had been set up, was as follows:

• The Council is a general assembly.
• The Chair and a Deputy Chair are the board.

I belong to quite a few different associations here in Switzerland, and they are all set up that way. I just assumed that the WCA was set up that way as well. It is not the case on paper, since we do not really have statutes of bylaws or whatever, but that does seem to correspond to the way the WCA has been working so far.

We now just need put things down in writing and the WCA is set to go and be registered in any country, be it Switzerland, Belgium or the Netherlands.

As far as the requirement that a board member reside in Switzerland, I will get a proper legal answer on that issue. After doing a bit of research, I am no longer 100% certain that it is a requirement. I will be back with an answer on that issue. GastelEtzwane (talk) 18:38, 19 November 2012 (UTC)

Indeed, now the Council is something like a GA and Chair and Deputy are like a board; but a rather weak board, as the charter gives no power to them, except for the convocation of the council. Anyway, with such a small board I think that "In order to obtain a tax-exempt status, one member of the board must reside in Switzerland" would translates to "we will not be tax-exempt", as I hope we will not elect the Chair or the Deputy Chair on the basis of their nationality. - Laurentius (talk) 12:18, 24 November 2012 (UTC)

I would love to move my place of residence to Switzerland, but my husband has the casting vote and he's having too much fun here in London. :-) --Fæ (talk) 13:03, 24 November 2012 (UTC)

Isn't such a model a far departure from what the charter currently entails and what was discussed and negotiated in Berlin? It was a great relief that fundamental structural issues were resolved as obstacles back then. Considering how little progress has been made in getting WCA to actually start operating, is it wise to open up that topic again? sebmol ^? 13:54, 24 November 2012 (UTC)

This is mainly a pragmatic operational issue. The concept of the board was not well understood, now we can illustrate the problem and explain the benefits more clearly, reaching a positive decision might be achievable. We may need to make some changes to meet legal requirements now, however a discussion about the role of the Board versus the Council so that the Council can stay focused on strategy rather than operational issues might be a good discussion to be pursued along with suitable resolutions at the Chapters conference.

I agree that our progress in setting up the WCA has been slow, none of us thought it would be anything other than difficult. If we could find some credible short-cuts, the Council would be adapting our approach. In the wiki-way I'm open to suggestions, discussion and change. --Fæ (talk) 14:04, 24 November 2012 (UTC)

I was mostly responding to Ziko's comments about a board, or reforming the organization's structure, respectively. Fact of the matter is that the WCA charter envisions a Council (led by a Chair) and a Secretariat (led by an SG). That's the structure that was agreed upon after rather long and somewhat painful conversations. One of the tasks at hand is to balance the agreed structure with the legal requirements of whatever location is chosen. sebmol ^? 14:27, 24 November 2012 (UTC)

Some changes suggested by Ziko and Fae are indeed a major change in the structure, and I agree that it may be risky to start another discussion now. Anyway, I prefer not to start a discussion before we have an answer about the location, which is the biggest question now.

However, back in Berlin I remember someone reminding that, once decided where to register, we will most probably need to amend our charted to comply with local laws, and in particular in many countries a board is required. We can choose to create a light board, or anything we want, but probably, whatever the location is, we will need one (I'm quite sure for Belgium and Geneva, I don't know for Netherlands) (moreover in Geneva we would have to face the issues about the nationality of the board). - Laurentius (talk) 14:22, 24 November 2012 (UTC)

Secretariat solution

There's a "secretariat" in the chapter holding the "executive powers". If that description fits the legal requirements of the chosen place of registration, then that's your board. sebmol ^? 14:27, 24 November 2012 (UTC)

I agree, thinking of the Secretariat as a functional board for legal reasons may solve a lot of problems, though as the Charter (section C) stops Council Members being part of the Secretariat, we might have to refine definitions a bit. Thanks for highlighting it as a way forward. --Fæ (talk) 18:45, 24 November 2012 (UTC)

There was an extensive discussion about the role of the secretariat while we were initially drafting the charter. You, Seb, were very keen on it being like an executive board in the German dual-board system of corporate governance, but I think you were the only one. The consensus seemed to be for the secretariat to just be a fancy name for the staff. I would suggest having the council as both board and general assembly (although when sitting on the board they do so an individuals, appointed by their chapter, and when sitting in the general assembly they do so as representatives of their chapter, since the chapters are the members of the association - a subtle distinction). The council can then have a system of subcommittees to handle things that can't be efficiently handled by the whole council - that's how most boards operate, although admittedly they are usually quite a bit smaller than the WCA council. As with any well-run organisation of this type, day-to-day stuff should all be handled by the staff with the board/council only taking higher level decisions, so it shouldn't be too difficult for a large council to operate effectively. --Tango (talk) 13:19, 28 November 2012 (UTC)

Tango, I find this an unnecessary personal attack on Sebastian. It should be possible to exchange pros and cons without. Ziko (talk) 17:44, 28 November 2012 (UTC)

Where's the personal attack? I'm just pointing out that he has already proposed this kind of setup and that he didn't get much agreement last time. That isn't a personal attack. --Tango (talk) 18:21, 28 November 2012 (UTC)

The problem seems to have been solved, as Charles wrote in chapters' mailing list stating that the council can be both an assembly and a board: if we want, we can create a board nonetheless, but we don't have to. Anyway, I've always been confused about the nature of the secretariat: it indeed seems to be a fancy name for the staff, but it's a name that suggests something more. - Laurentius (talk) 12:16, 30 November 2012 (UTC)

The Council would be a rather immobile board, with single decisions taking weeks... one can indeed make the Secretariat the board, pay its members nothing (I suppose that Swiss law requires that for a board) and let the Secretariat hire a "director". Ziko (talk) 14:47, 30 November 2012 (UTC)

Which is the same as removing the (current) secretariat, creating a board (composed by some council members?), and then hiring our employees without giving them any special name. I think it would be an improvement. There is the board nationality problem, so it makes sense to have the council as a board anyway, but if we can have another organ behaving like a board it may be the best solution (but I don't know if it is possible). - Laurentius (talk) 15:55, 30 November 2012 (UTC)

Laurentius, two different ways: a) going with the framework we have now and adapt it slightly to Swiss law, b) more alterations in the way as you propose. I am open for both, with a personal preference, but I could imagine that the first one is easier to get consent about. Something we should discuss about on the base of what Swiss law exactly demands from our structure. Ziko (talk) 18:21, 30 November 2012 (UTC)

Sorry about being a bit slow on the pickup this time.

In Switzerland, a "secretariat" is a fancy name for the secretarial staff. In the UN and in other international organisations, a secretariat is something more. As far as we are concerned, secretariat means staff, and as such would not be doing any hiring. I would think that all staff decisions would be made by the WCA board. GastelEtzwane (talk) 21:25, 6 December 2012 (UTC)

Background information on the possible places of registration

I'm sorry but all basically, all the backgrounds given on these three places are incomparable. Of course, we don't have set criteria or models that would demand answers on similar premises, so everyone gave what they could. Particularly, taxation is quite difficult to compare. Looking back to the whole process, we might have given a short description of two or three possible phases of WCA that would enable us to compare the costs. (E.g.: if we have five employees doing this and that, an office on this particluar size, these services, this amount of international transportation needs, what would we have to pay each year?) But as I have seen on my own example, most of us have too much work to take up establishing and enforcing such modelling, so we have to deal with what we've got. (Anyway, the current proceedings in FDC might be much more influential for WCA in the long run thasn our current vote.) --Oop (talk) 16:10, 25 November 2012 (UTC)

Summary of votes

I have closed the vote and added a summary. The Schulze method works by taking every possible pair of options and comparing which had more votes and then working out the strongest comparisons. Luckily, as we starting with only 3 options, the analysis is not too complex. Here is my tally of results and I would appreciate a double check by anyone who wishes to have a go as there is plenty of opportunity for human error in totting up this sort of result:

Table of number of voters for each pair

-	Geneva	Netherlands	Belgium
Geneva	X	9	10
Netherlands	7	X	6
Belgium	6	9	X

For example, the above table shows 7 voters preferred the Netherlands over Geneva, but 9 preferred Geneva over the Netherlands. Eliminating the weaker side of each comparison gives:

Table of strongest pairwise comparisons

-	Geneva	Netherlands	Belgium
Geneva	X	9	10
Netherlands	-	X	-
Belgium	-	9	X

This table shows that for each pair comparison, there are more people supporting Geneva over the other two options, similarly there are more people supporting Belgium over the Netherlands rather than the other way around. Consequently the most preferred order of ranking is Geneva > Belgium > Netherlands. Thanks --Fæ (talk) 08:17, 26 November 2012 (UTC)

Double-checked, everything seems right.

I'm glad that we finally came to a decision, and I hope we will proceed with the registration shortly. - Laurentius (talk) 10:21, 26 November 2012 (UTC)

Plan of action

As proposed , WMCH is willing to help in the registration process, but do we need a mandate for that? --Charles Andrès (WMCH) 12:23, 26 November 2012 (UTC)

Helping with organizing as volunteers does not require a mandate, though if there are significant implementation decisions to be made during the registration process, I suggest we advise the Council Members and discuss cases where a resolution would be suitable to ensure a well documented decision is on record. We may need to either solve the "board vs. council" question to avoid a flood of operational related decisions requiring resolutions, or design suitable resolutions that empower a working group to make limited decisions during the set up stage. If possible I would like to arrange a phone call to discuss initial logistics, legal advice needed and an action plan sometime tomorrow, and would appreciate whatever local WMCH help is available along with interested Council Members to be in on the call. Charles, would you like to volunteer to send out an email along these lines to the Council?

If we are stuck on telecon facilities then I suggest we default to WMDE's solution or try Google Hangout, which is free and can take 9 participants with video and audio. Cheers --Fæ (talk) 12:41, 26 November 2012 (UTC)

Hello, everybody thanks for participation, and merci en avance to WMCH for supporting the actual registration now. I think that (some) alterations to the Charter will be necessary anyway, based on advice of a specialist for Geneva law, and that the Council will have to decide on them. Ziko (talk) 15:40, 26 November 2012 (UTC)