Talk:Wikimedia Kenya/bylaws

under membership clause

no. 3, i also think 'obligated' is the appropriate word to use in this context.

Done! Abbasjnr 08:48, 13 July 2011 (UTC)

no. 6,appeal after one year after the last time the registration was denied could be long.I would suggest we cut that period to even a month unless the grounds of denial are criminal in nature.Just my thought.

Done! Abbasjnr 08:48, 13 July 2011 (UTC)

now under functional members there is a grammar error under no. 6. we could write "...excused by the chairperson ... "instead of "..... excused be the Chairperson..."

I'm not seeing this. Could you correct it for me? Abbasjnr 08:48, 13 July 2011 (UTC)

under the meetings

no. 3. it is written "Meetings of the Committee may be held by teleconferencing, by telephone, and by real-time internet-based communications."

I think they can also meet in person depending on the weight of the matter because i personally think not all matters can be discussed on-line or by phone.

You're right. I've added face-to-face. Abbasjnr 08:48, 13 July 2011 (UTC)

I also can't quite understand no. 6.someone could help,Am a statistician you know.

I've removed Clause 6 completely. Abbasjnr 08:48, 13 July 2011 (UTC)

still under meeting clause no. 8,grammar "presided by the...." by has been omitted.

Done. Thanks! Abbasjnr 08:48, 13 July 2011 (UTC)

Aims 5

Hi, sorry to be a pedant, but there is an apostrophe in "NGO's" in the text, could this be taken out? I didn't want to do the edit since I don't know if this is a legal document. Pi 01:41, 23 April 2011 (UTC)

Clause 6

Hi,

I am just going through the bylaws, and I notice that there are two references to "clause 6" (in point q of the first part and under members in the second), but it is not cleare what is the referent there. Can you please explain – maybe we are missing the memorandum of association document?

Also as a general note, it might make the document easier to refer to if the articles were numbered continously and the numbering didn't restart for every section. --Dami 12:22, 10 July 2011 (UTC)

I've removed Clause 6 totally. I've also re-numbered the articles. Abbasjnr 08:48, 13 July 2011 (UTC)

questions/remarks by effe

Thanks for submitting the bylaws! I have went through them, and placed the remarks/questions I had hereunder. I have tried to identify how important remarks are to me. Minor indicates that it is something that caught my attention, but will not have a major impact. Do whatever you want with that remark. Mediate means that I think it is important for you, but it is not critical. If you have good reasons, please state them and ignore the comment further. Important means that I find the problem important, and they may be critical. Of course if it is a legal constraint, so be it. Thank you for the thoroughly discussed bylaws (I enjoyed reading some discussions). With kind regards, Effeietsanders 17:43, 10 July 2011 (UTC)

General Remarks

• minor: I have been confused a bit by the numbering. It is not important, but you might want to check this at the end :) Effeietsanders 17:43, 10 July 2011 (UTC)

Done! Abbasjnr 08:48, 13 July 2011 (UTC)

AoA part 1

• (mediate) 3.a): With this wording you put very much emphasis on Wikimedia. Of course Wikimedia would be the most important angle, but in most countries the wording is "free content projects such as the Wikimedia projects" rather than "Wikimedia (and other free content) projects". Effeietsanders 17:43, 10 July 2011 (UTC)

Agreed! Abbasjnr 08:48, 13 July 2011 (UTC)

General Meetings

• minor 1.: 3 meetings per year is quite a high minimum. Most chapters have a minimum of 1, even if they actually meet more often. Effeietsanders 17:43, 10 July 2011 (UTC)

I've changed it to one. This is exclusive of the AGM; meaning members shall have to attend a minimum of 2 meetings in total. Abbasjnr 08:48, 13 July 2011 (UTC)

I am not sure what you mean with "have to attend a minimum of 2 meetings" - do you mean there will be at least two meetings organized, or will there be consequences for a member if they cannot make it to at least two meetings? Effeietsanders 10:26, 22 July 2011 (UTC)

• question 3. & 4.: What is referred to by "The Committee"? Effeietsanders 17:43, 10 July 2011 (UTC)

Whoops! I meant "chapter" Abbasjnr 08:48, 13 July 2011 (UTC)

• minor 3. I assume that the options cited here are additional to the traditional meeting in real life? Effeietsanders 17:43, 10 July 2011 (UTC)

Yes. I've also added "face to face" in that article. Abbasjnr 08:48, 13 July 2011 (UTC)

• mediate - the General Meetings can be called by the chair or three board members. What if the members are unhappy about how the board is doing? It is in most chapters common that if x% of the members requires it, the board is forced to call an assembly. For example, if 10% of the members (also a quorum in this case) call for it. Effeietsanders 17:43, 10 July 2011 (UTC)

Waiting for more input. Abbasjnr 08:48, 13 July 2011 (UTC)

Unhappy members (a minimum of one third is required) can call for a Special Resolution Meeting. Abbasjnr 17:28, 21 July 2011 (UTC)

OK. Effeietsanders 10:26, 22 July 2011 (UTC)

Disqualification of directors

• important - maybe I am missing something, but I don't see a way for the members to remove a director from the board (or remove the whole board). This could for example happen through a Special Resolution. Effeietsanders 17:43, 10 July 2011 (UTC)

Agreed. I've added this clause. Abbasjnr 08:48, 13 July 2011 (UTC)

Also via Special Resolution. A majority of two thirds of total members shall be required to remove the board (member). Abbasjnr 17:28, 21 July 2011 (UTC)

OK Effeietsanders 10:26, 22 July 2011 (UTC)

The Board

• important - the article states "Board members are allowed to hold their position for a maximum of two consecutive terms" - does this mean two terms in the same position (chair, treasurer etc) or two terms on the board? Effeietsanders 17:43, 10 July 2011 (UTC)

Tricky question. Needs more input. Abbasjnr 08:48, 13 July 2011 (UTC)

We've agreed to remove this clause due to lack of precedence. Abbasjnr 17:28, 21 July 2011 (UTC)

OK Effeietsanders 10:34, 24 August 2011 (UTC)

• important - how are the different functions in the board distributed? Are the board members elected in funcion? (i.e. the General Meeting determines who becomes chairperson) Or are they elected as board member and then the board members elect in a similar way in their first meeting the chair person etc? Effeietsanders 17:43, 10 July 2011 (UTC)

Waiting for more input here as well. Abbasjnr 08:48, 13 July 2011 (UTC)

The board shall be elected as a block and they shall decide who's who. Abbasjnr 17:28, 21 July 2011 (UTC)

OK sounds good. However, I don't see it yet in the bylaws, or am I overlooking it? Effeietsanders 10:28, 22 July 2011 (UTC)

See article 21. Abbasjnr 18:50, 23 August 2011 (UTC)

OK Effeietsanders 10:34, 24 August 2011 (UTC)

• important - I can't find where it says the number of people there will be on the Board. Indirectly it all seems to suggest that there will only be enough to fill the officer positions, but you may find this very inflexible. Better to have a few more with those who don't become officers serving as members at large. If an officer leaves during the middle of a term it should be easier to replace him if you have a few spares. Eclecticology 08:53, 6 September 2011 (UTC)

I think that we're still a small chapter with quite few active members, therefore filling the 5 current positions will, IMO, be a challenge. I think that we can expand the board later on, when we are more mature and established, by a simple change of the bylaws. Abbasjnr 18:15, 21 September 2011 (UTC)

Disciplinary action

• mediate - usually when it comes to expulsion, you are in a messy situation. And often in many of those situations it at least seems as if the board is involved in them. Wouldn't it be wise that, analogous with art. Members.4, the member in quenstion can appeal to the General Meeting and present his/her case? Effeietsanders 17:43, 10 July 2011 (UTC)

• mediate - not sure if this fits in disciplinary, but it should be somewhere probably. If someone just doesn't pay fees, when will he/she no longer be a member? Usually bylaws have a clause saying something along the lines "if you didn't pay your dues for more than a year, and two reminders have been sent the board may remove membership from you." Effeietsanders 17:43, 10 July 2011 (UTC)

Simple: you don't pay fees, then you are not considered to be a member -- meaning you can't vote. That does not mean, however, that you are not welcome to give input/participate in projects. Abbasjnr 17:28, 21 July 2011 (UTC)

Maybe check this also with the lawyer if you did not do so yet - I know that in the Netherlands at least you need an actual action (send them a letter) to kick someone as a member, also if they did not pay their dues. This is not because the chapter likes it, but because of the law. It might be that you have a similar restriction. Therefore, it might be (or not, if your law is different) necessary to actually include this in article 53 "Termination of membership (...)". Hence my question. Effeietsanders 10:31, 22 July 2011 (UTC)

See article 5 & 52 Abbasjnr 18:50, 23 August 2011 (UTC)

OK Effeietsanders 10:35, 24 August 2011 (UTC)

Amendments

• minor Just for clarification - the 2/3 being spoken of here, is that 2/3 of the full number of members or 2/3 of the votes casted? For example, if there are 100 members, and there are 30 present at the General Meeting. Would the 2/3 be 67 votes or 20? I assume it is the same as for the Special Resolution. Effeietsanders 17:43, 10 July 2011 (UTC)

Two thirds of total members.

mediate - important: Hmm, since the meaning is opposite to what I expected, it may be more tricky than I thought. If you require 2/3 of all members, then it becomes very hard to get the bylaws changed at all. Most of the chapters have a clause with a supermajority, usually requiring 2/3 of the voting members. Lets just assume that you will have 100 members (I know that is very optimistic, but not impossible!) - in that case it would require you to get 67 people to come to one place and all agree on the change. It will be hard enough already to get so many people to be able to meet on one particular day, but they might need to travel from all over the country. Effeietsanders 10:40, 24 August 2011 (UTC)

Amended! Abbasjnr 13:03, 23 December 2011 (UTC)

Missing

I have not been able to find any articles about this topic. Perhaps it is something covered in the law already, so then just point me to it please.

• When can a member be removed when he/she is behind too much with their dues. You could impose a minimum term, and then choose later that you use a larger one in practice. Effeietsanders 17:44, 10 July 2011 (UTC)

Erm, if you haven't paid your dues then you wouldn't have a say in decision-making. I'm not sure what/how you suggest we include what you've said in our bylaws although I don't think it's that necessary.Abbasjnr 17:28, 21 July 2011 (UTC)

OK, seems to be the same as above, under "disciplinary action". Effeietsanders 10:38, 22 July 2011 (UTC)

Financial oversight

• Mediate/important : Budget. I see no explanation in the bylaws how the budget works (planned expenses for next year) - who proposes the budget (the board/treasurer/chair?), who approves it (the General Meeting?). Some way of budget approval also gives the members a good opportunity to actually control the board and influence what direction the association is really taking. Effeietsanders 17:43, 10 July 2011 (UTC)

The Treasurer shall be responsible for creating an annual budget, subject to approval of majority of members at a general meeting -- although I don't think we'll have a significant amount of money that will require us to prepare an annual plan. Abbasjnr 17:28, 21 July 2011 (UTC)

OK. (and it is always wise to have an annual plan of course - the question is how detailed it should be :) - it can be three sentences) Effeietsanders 10:37, 22 July 2011 (UTC)

• Important : Auditing. Especially when budgets get higher, but also in the beginning, it is good to have a continuous control of how money has been spent. Generally there are to me two well known ways to do this: through a professional audit (expensive!) and through an Audit Committee (a group of non-board members who will check the financial statements and books thoroughly before they are approved by the members). Either would report directly to the General Meeting and then the General Meeting could decide to approve the financial report or not. It might be however that this is already part of the law, so in that case pointing to that would be sufficient. Effeietsanders

17:43, 10 July 2011 (UTC)

I have included a clause that states that the Board has the power to form any committee as and when appropriate. Abbasjnr 17:28, 21 July 2011 (UTC)

Hmm, usually the Audit Committee is organized by the General Meeting - intentionally independent of the Board, to avoid that the board will put their friends in there. In that way the Audit Committee is very different from for example a WikiSaturday Committee or a Museum Committee. The latter two perform activities under the responsibility of the board, the Audit Committee should check the board. Effeietsanders 10:37, 22 July 2011 (UTC)

I've created an Audit Committee section. Abbasjnr 18:50, 23 August 2011 (UTC)

Additional

At 3(q): Does Kenyan law allow you to distribute assts on dissolution to foreign organizations? Eclecticology 08:44, 6 September 2011 (UTC)

The law is silent on that, meaning that we can actually distribute the assets to a foreign org. Abbasjnr 18:15, 21 September 2011 (UTC)