Talk:Wikimedia District of Columbia/Bylaws

Points on the current draft bylaws

1. The notice provisions of DC law are tricky - unless something else is specified in the bylaws you must mail between 10 and 50 days before the membership meeting.

2. Do we want to allow proxy voting at membership meetings? I think not.

3. Under DC law, directors must "hear" each other. This rules out IRC, but allows conference calls.

4. I have given all members the right to observe Board of Directors meetings. Racepacket 19:25, 29 April 2011 (UTC)

5. To make this most appealing to the IRS for a non-profit determination, I have not called it a "chapter" and have put the prohibited activities up front and made explicit that if it dissolves all the remaining assets goes to a 501(c)(3) organization. (If we called it a chapter, the IRS would ask why the parent is not applying.)

Issues and interim solutions

There are a number of issues that were raised by Kirill, to which I have made the following proposed solutions: 1. Membership meetings - quorum set low at 30 members.

2. Board meetings - quorum set at 50% of number of filled directors.

3. Board meeting notice - 48 hours

4. The current draft does not put any limit on the location of the membership meeting, but Kirill suggests saying "within x miles of Washington DC."

Other issues include: Is $1,000 too low a threshold for requiring membership approval of a capital expenditure?

I have specified a 3-person audit committee, but if we wanted to burn some money we could specify a outside CPA to do a compilation, report, or full audit. Racepacket 01:25, 30 April 2011 (UTC)

For the fixed numerical quorum thresholds, should we specify proportional alternatives (e.g. "the lesser of two thirds of the members or 30 members") to avoid a scenario where a meeting cannot be convened due to low membership?

While an outside audit would be a good thing, it requires funding that may or may not be available; I would prefer not to write ourselves into a corner with the bylaws. Kirill 01:35, 30 April 2011 (UTC)

Done. Thank you for your changes. Racepacket 02:30, 30 April 2011 (UTC)

Let's not limit location of membership (e.g. I imagine a number of NYC wikimedians might join, or folks from Pennsylvania).

Especially if we don't limit location, maybe we should also think about proxy voting? (could that be done online? or by mail is okay) It's been tough to get everyone at meetups, not always the same people at each meetups, etc., so getting quorum or 2/3 of membership present may be tough. Aude 14:59, 3 May 2011 (UTC)

Well, if we don't limit the membership by location, and don't require people to attend meetings in person, what's to prevent people from signing up merely to be able to vote? I doubt our dues will be sufficiently high to deter anyone with less-than-noble intentions? Kirill 15:13, 3 May 2011 (UTC)

I think WM NYC requires someone to have attended a meeting in order to become a member. Aude 17:03, 3 May 2011 (UTC)

That wouldn't necessarily be sufficient, depending on when and where meetings are held. Quite honestly, I think this is a solution in search of a problem; there's no particular reason why people who are so far from DC that they cannot attend meetings in this area need to be making decisions about the chapter. Kirill 18:03, 3 May 2011 (UTC)

Headings

Should we add a provision that the headings are for readability only and are not part of the substantive provisions of each paragraph? Kirill 01:48, 30 April 2011 (UTC)

Yes. Done. Racepacket 15:26, 30 April 2011 (UTC)

Comments

1. Requests for Membership: What's the difference between the "Requests for Membership" and "Eligibility for Membership" sections? I tweaked the wording of the "Requests" section to say "all eligible persons" to as membership is not solely based on requests and payment of dues, in cases where the person is determined to be ineligible by the board for some reason.
2. Membership Dues: I suppose the different category levels could include an honorary membership category, with no dues required. Does that conflict at all with Article III, section 4?
3. Annual Membership Meeting: "shall be held in September" - I don't like that. We shouldn't be that specific in the bylaws. Who knows what the circumstances will be each year? (e.g. what if Wikimania is held in September some year and everyone is away/busy? or who knows what else, some natural catastrophe?) I added a clause that allows the Board of Directors to specify a different date for the meeting.
4. Special Membership Meetings: "petition signed by 75 members" -- that's way too specific. Someday, who knows, maybe we'll have 1,000 members and 75 is a tiny fraction? or we only have 30 members to start with, then they can never petition! I think this ought to be a percentage of membership instead.
5. Quorum: I'm worried about the Quorum threshold of 30 members minimum, (or 2/3) based on our past meetup attendance. We have 169 people on our en:Wikipedia:Meetup/DC/Invite/List, ~40 of whom are inactive on Wikipedia. Of the 129 people who have come or RSVP'ed to meetups over the years, we may get 20-25 of them at any particular meetup... if we do well, we get 30 or more, which may increasingly be the case. Can we make the minimum be 20? or maybe 25?
6. Who is qualified to be a board member? What are the qualifications?
7. Electing the board - Can we please have this sooner than September? Maybe July, before Wikimania? I understand why we have appointed people on the interim board and that's fine, but would like us to be operating under an elected board ASAP.
8. Board member attendance at meetings: "including any special meeting called by the President" - this contradicts the Special Membership Meeting section, which says they can be "called by the President, the Secretary, the Board of Directors, or by a petition signed by __ of the membership".
9. Bylaw amendments: I'm concerned about us having "vote of two-thirds of those Members in good standing present". How reasonable and likely is it for us to have 2/3 of membership at our meetings? I think it's unlikely and won't usually happen. We're more likely to get 1/2 but might not even always get that. I would like bylaws to be approved by 2/3 but not sure the practicality.

Aude 14:53, 3 May 2011 (UTC)

I've taken the liberty of numbering your comments to make the responses easier to follow:

1. IV.4 adds the additional constraint of having to pay dues before one is considered a member. With IV.3 alone, someone would become a member based on the eligibility determination alone, without any payment having been made.
2. In principle, I suppose we could have a category of members with dues set to zero, but I'm not really sure this would be useful in practice.
3. Agreed.
4. Agreed.
5. Agreed. We can always increase the number if we get more members.
6. I don't believe DC law imposes any special qualifications beyond being competent (in the legal sense); I assume Bob will correct me if I'm mistaken on this count.
7. The problem with having the election prior to Wikimania this year is that it would force another election immediately prior to our own hosting in 2012. I'm not convinced we want to do that, given the potential disruption to the WM 2012 planning if a major change to the Board takes place a month before it.
8. This looks like a mistake, and should be fixed.
9. I don't think the Bylaws need to be particularly easy to change; they're meant to be a relatively stable document.

Kirill 15:21, 3 May 2011 (UTC)

Actually, looking a bit deeper, #8 may be a distinction between member meetings (which may be "called by the President, the Secretary, the Board of Directors, or by a petition"), and Board meetings, which are called by the President; but, in any case, this should be made explicit. Kirill 16:35, 3 May 2011 (UTC)

For the board elections, how about the end of July (just before Wikimania this year, but couple weeks after Wikimania next year?).

For the bylaws, I agree with you but wonder what's practical? Maybe we allow proxy voting? I'm not sure. Aude 17:03, 3 May 2011 (UTC)

More comments

1. I assume the membership dues annual fees?
2. What time period should the dues cover? (e.g. Oct - Sept, regardless of when they are paid), Should they be rolling, e.g. one year as of when you pay?
3. What if someone fails to pay their annual dues? Should we give them 90 days, after which their membership is revoked?
4. Should these details be covered in the bylaws or just be specified/handled by the Board?

Aude 17:10, 3 May 2011 (UTC)

1. I would assume so; I don't see any need for non-annual membership periods at this point.
2. I would suggest avoiding rolling dues, since that will introduce additional overhead for tracking them and mailing reminders year-round. The easiest approach, in my opinion, would be to align dues with either the calendar year or the corporation's fiscal year.
3. Is there any reason not to "revoke" membership immediately? The only thing non-members lose is the ability to vote, which I think is legitimately withdrawn from those who aren't paying.
4. If we're expecting them to be somewhat fluid, then they are better specified by the Board (since changes to the Bylaws will become increasingly more onerous as our membership grows).

Kirill 17:48, 3 May 2011 (UTC)

Petition to call a special membership meeting

The original draft said that 75 signatures are required to call a meeting. Someone suggested that this be increased to a majority. I would recommend against this change for two reasons. First, the number of signatures should be a definite number rather than some formula target that is hard to verify. Second, if 75 people share a concern, it is probably worth a meeting to discuss, even if 75 represents a small fraction of a total membership. We want a number that takes a serious effort to collect to avoid trivial petitions. So, I am restoring the 75 number. Thanks, Racepacket 18:14, 7 May 2011 (UTC)d

Adoption of the Bylaws

The Board of Directors adopted they bylaws following a sense of the body at the Meetup also approving them. There were three changes made at the meeting, largely based on commments from the floor:

1. The Vice President can automatically become President upon the death of the President in Article VII, Section 2(ii).
2. The quorum at membership meetings, Article V Section 6, is 15 rather than 25 or half the membership.
3. The number of signatures to call a special membership meeting, Article 5 Section 4, is 75 members or one half of the membership.

Many thanks for all of the helpful suggestions on the Bylaws. Racepacket 00:07, 8 May 2011 (UTC)

Points to consider for the future

Hi. Having looked at the bylaws, these might be some points to consider at a future amendment:

• fiscal year: it might make more sense to align the fiscal year with either the calendar (January-Dec) or the WMF fiscal year (July-June) for the reason that a number of wmf-chapter contracts use relative dates in reference to the fiscal year and it is easier for everyone if it is a common reference point.
• regular meetings: 4 regular membership meetings might be a little too much to aim for – I would put in a lower regulation and then be happy if you achieve to have more community events without the regulatory pressure to do so
• bylaw amendments from the floor: in my reading (which might be off), currently the bylaws can only be amended by pre-announced amendments. It might make sense to allow amendments brought fourth from the members at the meeting itself (either as amendments to the proposed amendments or as new amendments to the bylaws).

Good luck, --Dami 14:03, 14 July 2011 (UTC)

Thank you for the feedback and we are considering all the points. Regarding the fiscal year, it is aligned with what the US government uses, which might be helpful if we ever get government grants, though it may indeed make sense to align them with WMF. Cheers. Aude 00:27, 16 July 2011 (UTC)

That's not the whole story. The fiscal year is the way it is because we have decided as a practice to hold board elections and approve a budget before the beginning of the next year. By moving the fiscal year to July, this means we would have retroactively decided that we already completed a fiscal year (May 6, 2011 through June 30, 2011) and I would have to file Form 990 by November 15 instead of February 15, even though I am not sure we will have our determination by then (it's a long process). Further, we designed our membership year around the fiscal year, and to change around our membership year would be confusing (and existing memberships could not be changed). Bear in mind that this is just my opinion and I am not speaking behind my title here, but I am not comfortable with changing our fiscal year at this time. harej 03:13, 16 July 2011 (UTC)

Thank you Dami for your comments. Any difference between WMF and the Wiki Society of DC can be easily accommodated by simple contract language in any grant. We want the Society Board to be transparent and accountable to the membership. Hence, quarterly meetings. While any member should be able to propose an amendment to the bylaws, the text should be vetted by attorneys before final adoption and notice should be given to interested members. These bylaws are similar to a number of other membership-based non-profit organizations. 66.173.140.100 20:59, 16 July 2011 (UTC)

Sebmol's bylaws review

I'm one of the members of the chapters committee currently reviewing your application (I know, it's been taking very long - I'm deeply sorry about that). Following are the points I've also made within the committee for your "viewing pleasure". The questions are based on an internal checklist created by User:Effeietsanders.

Goals

The goals of the association are generally stated with no reference to wikis, Wikimedia projects, or the Wikimedia Foundation. While this avoids any legal dependency on the Foundation, it also leaves out any sort of emphasis on furthering Wikimedia projects, as is stated in many other chapter bylaws.

The association appears to be organized in accordance with federal and DC requirements for non-profits. Article III (Prohibited Activities) and Article XIV (Dissolution) contain the usual clauses found in many tax-exempt organizations in the US (being not-for-profit is a prerequisite to tax exemption).

Authority issues

What is the ultimate authority in the chapter?

There's no clause stating an "ultimate authority". At the annual assemblies, the members elect the board of directors, which in turn selects the association's officers. The board has a reporting requirement at the annual assembly. There is a requirement of four general assemblies a year, including the annual one. Special assemblies can be called if half the membership requires. The board has to present an annual budget for approval and there's a veto power for individual capital expenditures exceeding 1,000 US$. Members must be present to vote.

=> There's no ultimate authority stated in the bylaws. There might be statutory provisions applicable though.

Which bodies does the association have?

Three constitutional bodies are named in the bylaws: board of directors, membership assemblies, and the audit committee. The board of directors consists of seven members.

Which functions are there formalized, with which responsibilities

The association has four officers: President, Vice President, Secretary, Treasurer. The board is free to appoint additional officers. Officers are not required to be directors, leaving the option for some of these titles to be assigned to paid staff not selected by the members.

How is the board elected?

The directors are elected at the annual assembly for a term of two years. Terms are staggered so that in any given year three or four director positions are up for election.

How can the board be overruled?

It cannot. The bylaws also state no recall option so that directors cannot be removed against their will, except for the case of three absences at board meetings within a twelve month period (automatic vacancy).

Spending

Who can spend the money?

In general, the board has full control over the financial operations of the association. The bylaws stipulate a limit for cash disbursements (25 US$) and a limit for disbursements requiring approval by both President and Treasurer (2,500 US$). Capital expenditures not specifically included in the annual budget and exceeding 1,000 US$ must be presented to a member assembly for approval.

Who decides on the budget approval?

The board is required to present an annual budget to a member assembly for approval.

How is the spending controlled?

The bylaws stipulate the creation of a standing audit committee with the duty to conduct an annual review of the association's financial records. There is no explicitly stated independence of the audit committee from the board.

Membership

Who can become a member?

There are no limitations on who can become a member as long as dues are paid.

How can one become a member?

Presumably, membership can be attained by application. Membership applications may be rejected for cause by the board with the ability to appeal to the association's members. The level of dues is determined by the board.

How can one be removed as a member?

There are no provisions for expulsion of members.

Members of the Assemblee will not get profit shares etc

Article III prohibits disbursement of net earnings in accordance with federal tax-exemption requirements.

Procedural

How are votings arranged? When is there a majority?

The bylaws only state that no proxy votes are allowed. Thus, members wishing to vote must be present at the assembly. The bylaws do incorporate Robert's Rules of Order Newly Revised which includes comprehensive rules for how majorities are determined and what kind of majority is needed at what time.

Who calls for a General Assemblee meeting?

The general assemblies are called by the board.

Is there a way for the members to call for a meeting themselves if the board/president refuses?

Special assemblies may be called by the President, the Secretary, the board or by at least 75 members or 50% of all members, whichever is less.

Quorum? (not too strict)

The quorum to conduct business at an assembly is 15 or 50% of all members, whichever is less.

How can the bylaws be changed?

The bylaws can be changed at a member assembly and require a two thirds vote of the members present, in good standing, and voting.

Conclusions

I see no major faults in the bylaws that would prevent approval of the chapter. Some improvements I would recommend:

• Include a reference to or emphasis to support the Wikimedia projects.
• Provide for independence of the auditors from the board. In other organizations, auditors are an instrument of the member assembly to effect control on the board. As a result, they are typically selected by the assembly, not the board.
• Add a list of express powers of the general assembly vs. the board. Specify whether an assembly can vacate a board decision. Specify whether the assembly can pass additional regulations for the association's activities.
• Add a provision to remove directors for cause.
• Reconsider the level of detail found under fiscal controls. Is the question of whether cash transactions exceeding certain limits must be prohibited significant enough for bylwas? What actual significance does the budget actually have as a means of board supervision?
• Reconsider whether the board should be able to set dues at its own discretion.
• Consider how well your proposed structure would work if the association has 100, 1,000, or 10,000 members.

Sebmol 13:03, 20 August 2011 (UTC)

Thank you, Sebmol, for your comprehensive review of our bylaws. I have comments on individual points below.

• What is meant by ultimate authority?
• You correctly state the Board of Directors, per the bylaws in its current form, cannot be overruled. Do you consider this a problem per se? I am only speaking for myself at the moment but I see no problem with amending the bylaws to include provisions for a recall or a members' referendum.
• "There is no explicitly stated independence of the audit committee from the board." This is a problem, since we all agree the Audit Committee should be independent.
• "The bylaws only state that no proxy votes are allowed." Correct; however, we are considering a mail-in option which would be strictly specified by the bylaws to protect the rights of members, including the right to a fair election.
• "Include a reference to or emphasis to support the Wikimedia projects." We will see what we can do here. The issue is that we need to create a sense of separateness; otherwise, the IRS will wonder why we are applying independently and not as part of a group exemption deal. I'm not an expert on non-profits and this might not be a big deal at all, but it's still something worth keeping in mind.
• "Provide for independence of the auditors from the board. In other organizations, auditors are an instrument of the member assembly to effect control on the board. As a result, they are typically selected by the assembly, not the board." This is a good idea. I am the treasurer and I also serve on the Board. I should have no role in appointing the auditors.
• "Is the question of whether cash transactions exceeding certain limits must be prohibited significant enough for bylwas?" In my opinion yes, to encourage using payment instruments that can be tracked (such as checks). The limit is set well below what would be considered material, thus indicating our desire to adhere to a strict level of accountability.
• "What actual significance does the budget actually have as a means of board supervision?" Honestly I don't know. We've approved a bevy of expenditures (required ones, mind you, such as government fees) without necessarily stating how this ultimately works within the confines of a budget. I will introduce the first budget at the membership meeting on October 1, but legally (per DC law, federal law, and our bylaws), how bound are we to this budget? Can't we just pass a resolution authorizing additional expenditure?

harej 11:14, 24 August 2011 (UTC)

To answer your points one by one:

• By ultimate authority, I mean: who makes the final (internal) determination in case of conflict? The way your structure is set right now, the board implicitly has ultimate authority. If that's what's intended, it would be good to point that out. If instead the general assembly should have ultimate authority, say so as well.
• Personally, I'm a proponent of checks and balances. In many chapters, for example, the assembly has the power to make and modify regulations for the chapter with the board being responsible for executing them. That puts powers into separate bodies, but also limits them. This is, in the end, a political question that your organization needs to resolve.
• Presumably, your organization will have bylaws as the fundamental documents and some sort of policies and regulations below that, right? Would it not be sufficient to put the question of what instruments to use for making payment into those policies? It just seems odd to me that most of the documents talks about very fundamental structural and organizational principles, yet in a small portion it governs one rather mundane detail.
• It seems to me that the budget does not, judging from the bylaws, bind the board of directors in the sense that, to exceed it or deviate from it, the board is not required to get approval from the assembly. That may be intendend, though. I do not know. From a checks and balances perspective, having the board propose a budget, the assembly approve it, and the board being held accountable to it (or needing approval for changes) is a common pattern. Your bylaws are mute on that subject though.

sebmol ^? 11:25, 24 August 2011 (UTC)

A couple of points, in no particular order:

• Under the DC Code, directors may indeed be removed by the membership (§29-301.19):

  A director may be removed from office... at a meeting called expressly for that purpose, with or without cause, by such vote as would suffice for his election.

  I'm not sure whether it would necessarily be beneficial to echo this provision explicitly in the bylaws.
• My understanding is that the budget is an "estimated" one, and is not strictly binding except where "capital expenditures in excess of $1,000.00" (which must be approved directly) are concerned. At this point, at least, I think we'll need a certain amount of flexibility—we really have no basis for estimating how much funding we can raise in a year.

Overall, though, your suggestions are very good ones, and we'll be sure to keep them in mind as we consider future revisions to our bylaws. Kirill 12:05, 24 August 2011 (UTC)

I agree with Kirill -- the flexibility is quite necessary as we start out. It might be the case in a few years that we'll be able to predict with enough certainty our budget and fundraising needs to the point that we can make it a hard limit on the board -- but there is no need to put that provision in place before its time; especially with the WMF's relationship to the chapters regarding fundraising procedures rather up in the air at the moment. Similarly, I believe questions of "who is the ultimate authority" are content-dependent, and can be resolved on a case by case basis by RRoONR and applicable D.C. law in cases where our bylaws do not explicitly provide the answer. (Our Legal Committee can also offer opinions on these issues as they come up.) That said, the changes (especially regarding the auditor) look sound to me.⇒SWATJester ^{Son of the Defender} 14:39, 24 August 2011 (UTC)