Talk:Wikimedia UK v1.0/bylaws

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Useful references

It may be helpful to refer to the UK charities commission, in particular, the model documents they provide. Stewartadcock 13:25, 7 October 2005 (UTC)

Discussions

"If, however, one or more servers will be installed under the responsibility of "Wikimedia UK", the Association will have to monitor the compliance with the laws enforced in the territory where those servers will be installed, also in case such compliance should imply a direct influence on the content of the pages. Such influence will be strictly limited to guarantee a full compliance with the law."

I am slightly concerned with this paragraph. Does this mean that we would be legally answerable for any libelous, etc. content? --Oldak Quill 18:32, 22 Jun 2005 (UTC)

Well, err, yes; this is a statement of legal fact, really. This is why we don't want to be responsible for actual Wikimedia content, 'cos UK libel laws are most curious (French ones are worse in some respects, notably criminality, though).

James F. (talk) 19:55, 22 Jun 2005 (UTC)

If it is a statement of legal fact then would there be any difference made by leaving it out? The wording seems quite difficult an ambigious and as such is potentially open to interpretations that are against wikipedia's interests. 130.209.6.42 16:27, 29 Jun 2005 (UTC)

Couldn't the chapter buy servers for the Foundation and after handing them over have no legal rights or responsibility to them or the content on them? Angela 09:33, 11 August 2005 (UTC)

Purpose

As well as the bylaws, we might want to have a statement of purpose like the one at Wikimedia Nederland. Angela 21:10, 23 Jun 2005 (UTC)

You might as well change the heading of Article 3 from "intents" to "(statement of) purpose". Dedalus 12:13, 1 Jul 2005 (UTC)

I like it. Done.

James F. (talk) 14:20, 1 Jul 2005 (UTC)

Clarification

What does the following sentence relate to?

"The Board may suspend or revoke the technical rights - that habitually derive from the prerogatives of a Sysop - given to the user of a site or a member of the Association, in particular for infraction to the present Charter, for not respecting the Internal Rules, or for serious reason of such nature to create moral or material prejudgment to the Association. The decision of suspension or of revoke is ratified at the next ordinary Assembly."

Is it simply that "those who cause the association damage will get kicked out"? Cormaggio ^@ 18:34, 26 September 2005 (UTC)

Comments

It's easier if we keep comments ordered and refer to the articles we're talking about. Otherwise it'll end up being a mess. notafish }<';> 20:07, 6 October 2005 (UTC)

Article 1: "Constitution and name"

In order to contribute actively to the diffusion, improvement, and advancement of the collective knowledge and culture of the world, the members shall constitute a non-party-affiliated, non-political, non-profit association, ruled by the applicable laws of England and Wales, named "Wikimedia UK".

UK? or Wikimedia United Kingdom, and referred to as UK ? Just wondering if the short thing sounds as official, I have no problems with it.notafish }<';> 20:08, 6 October 2005 (UTC)

Article 2: "Affiliation"

"Wikimedia UK" collaborates with the Wikimedia Foundation, Inc., an association constituted according to the laws of the State of Florida in the United States of America.

"Wikimedia UK" is granted the right to use trademarks and logos belonging to the non-profit association "Wikimedia Foundation, Inc."; this authorisation can be unilaterally revoked by the Wikimedia Foundation, Inc. at any moment.

Nope, this last sentence must go. Trademark agreement should not be in the bylaws, it will be a separate agreement between the chapter and the Foundation. notafish }<';> 20:09, 6 October 2005 (UTC)

Article 3: "Statement of Purpose"

"Wikimedia UK" has no profit purpose. It intends to operate in the field of the culture and knowledge. In order to actively contribute to the diffusion, the improvement and the progress of the knowledge and culture in the world, Wikimedia UK aims at supporting the development of encyclopædias, quote and image collections, educational books and collections of other documents, information and electronic databases having the following characteristics:

• they are completely free,
• they are available on-line through the Internet technologies and their derivatives,'
• they have a content editable by the user, and
• they have a free content, that can be distributed freely under the conditions of licenses like the GNU Free Documentation License, issued by the Free Software Association Inc., and particularly by its European branch on the site http://www.fsfeurope.org/.

In particular, Wikimedia UK intends to promote and support, directly and indirectly, the developments, the transfers, the translations in the languages of the UK of the projects of the Wikimedia Foundation, Inc.

Here it isn't clear that you will promote in other ways than online. Seems you're restricting yourself to online content. See below for a broader view of the whole thing. notafish }<';> 20:14, 6 October 2005 (UTC)

Even though Wikimedia UK is subject to the laws of the UK, its purposes include the support to the projects of the Association on the whole, and not only to the ones in the languages of the UK. The usage of the English and other UK languages is functional to the work of the Association but it does not mean a definition of the Association purposes on a national basis.

The projects of the Wikimedia Foundation, Inc. include, among the others, the following Internet sites:

• Wikipedia --http://www.wikipedia.org/
• Wikibook -- http://www.wikibooks.org/
• Wikisource -- http://sources.wikipedia.org/
• Wiktionary -- http://www.wiktionary.org/
• Wikiquote -- http://www.wikiquote.org/
• Wikinews -- http://www.wikinews.org/
• Commons -- http://commons.wikimedia.org/

I would add a non limitative clause to that, and to tell you the truth, I wouldn't even list the projects, or if you really must, only wikipedia, wikibooks and commons. Basic things for bylaws (I'm learning, slowly) is: don't write the obvious. notafish }<';> 20:14, 6 October 2005 (UTC)

The fulfilling of these purposes might possibly imply the installation and the management of servers supporting the Wikimedia Foundation.

I would not write that either. Stay vague, don't tie yourself up with things that you might regret later. Wikimedia UK will use all technical and promotional means, online or offline, needed to fulfill these purposes. (something along those lines - answers my comments earlier - bad phrasing though)

On the other hand, Wikimedia UK has no interest in entering in the collective management of those sites, especially for what concerns the rules, the decisions, the contents and any other collective act. This does not prevent the Association members to express their personal opinions about those policies.

Hmmm, not sure about this part. The does not prevent part that is. Negative sentences in the bylaws can be interpreted wrongly. Here, trying to protect yourself, you're actually giving the wrong idea, and bringing to the attention that you could be brought to interfere in the content. The bylaws are about the association, not its members.notafish }<';> 20:14, 6 October 2005 (UTC)

If, however, one or more servers will be installed under the responsibility of "Wikimedia UK", the Association will have to monitor the compliance with the laws enforced in the territory where those servers will be installed, also in case such compliance should imply a direct influence on the content of the pages. Such influence will be strictly limited to guarantee a full compliance with the law.

I'd definitely get rid of that sentence, providing the sentence about the servers above goes also. notafish }<';> 20:14, 6 October 2005 (UTC)

The Association is able to participate to projects and meetings in the UK and abroad. However, no participation will be allowed without the agreement of the local branch of the Wikimedia Foundation, Inc., if existing.

Again, don't give yourself more limits than necessary. This, imho, makes sense without your having to write it. What are the odds that you will want to attend an event in France? And even if it is the case, what are the odds that you won't ask Wikimedia France about it beforehand? notafish }<';> 20:14, 6 October 2005 (UTC)

"Wikimedia UK" is able to carry out all the activities related to its fundamental objective and all the accessory and integrative activities, even though they are carried out in lack of the conditions defined in this article, so long as they remain within the limits of the applicable laws. "Wikimedia UK" pursues its aims both directly and in collaboration with other organisations having the same objective and can carry out all the financial operations judged necessary, useful and opportune for the fulfilling of the above mentioned intents.

I suppose this where the sentence I wrote above could be integrated and actually, a bit rearraged, this sentence itself could be the whole article ;-). :All in all, this article is way too detailled and too long. I would suggest for it to be trimmed altogether. Your purposes aren't that complicated :-)notafish }<';> 20:14, 6 October 2005 (UTC)

Article 4: "Official location"

The official location of Wikimedia UK is the domicile of its Chair, if they reside in the UK. Otherwise, the seat is a place within the UK established by simple decision of the Directive Council.

Article 5: "Duration"

The duration of the Association is 99 years, starting from the date of the signature of this act. It can be renewed by a decision of the extraordinary general Assembly.

Article 6: "Members"

The Association is constituted by "ordinary members", "supporting members" and "members for life". All the members have rights and obligations toward the Association that may vary depending on the type of membership they belong to.

The membership has not a predefined expiration time. However, every member can cancel his/her membership with a written communication sent to the Association. The subscription fees cannot be transferred to anybody else.

What is the last sentance about? I read it as telling us that we cannot use membership dues to, for example, support WMF but that must be wrong! Andreww 21:39, 18 October 2005 (UTC)

I read it as "cannot be transferred to another person's subscription" (presumably better phrased). Cormaggio ^@ 16:49, 12 November 2005 (UTC)

The ordinary membership and the supporting membership are lost in case of resignation, death, arrearage, cancellation by the directive council for serious reason. The cancellation declared by the directive council is temporary, in wait for approval of the ordinary general assembly.

The cancellation of a member for serious reasons is declared by the directive council also in case the member does not pay the annual subscription fee, decided by the council. The members whose membership is cancelled for whatever reason cannot claim the subscription fees already paid and cannot enforce any right on the estate of the Association.

Article 7: "Ordinary members"

The status of "ordinary member" is acknowledged to everyone who is interested in supporting the activities of Wikimedia projects and complies with the following requirements:

1. is major of age,
2. has contributed with their own "user name" to any Wikimedia project in any official language of the chapter before the date of the admission request,
3. has sent to the directive council, according to the rules explained in the regulations, a request of admission together with the acceptation of the enforced Statute of Wikimedia UK and the copy of a valid identity document,
4. is admitted by the directive council because agrees with the Association intents and is judged proper to their pursue, and
5. has paid the annual subscription fee, according to the rules explained in the regulations, before the ordinary general assembly in which they intend to enforce their right to vote, with reserve of the application of the mentioned dispositions.

OOOOOOOOK...I was pretty much told I was an idiot for saying that the clause that says has contributed with their own "user name" to any Wikimedia project in any official language of the chapter before the date of the admission request, which is also in the Polish chapter was a mistake in my opinion. I will not argue for ever that I think it is a mistake, but I still think it is. What if people who have never participated in a project want to support? How are you going to make sure the people have participated in a project? Why bar yourself from people who just love Wikimedia, will probably have tons of good ideas, but don't know/want to use a wiki? etc. etc. notafish }<';> 20:17, 6 October 2005 (UTC)

Why not change that to can show a genuine intrest of furthering the aims of the chapter - put the onus on the member and the chapter can say "one way to do this is to show that you have contributed with your own 'user name' to any Wikimedia project in any official language of the chapter". In practice this ammounts to the same thing but gives us more flexability. Andreww 21:14, 18 October 2005 (UTC)

The directive council in any case has not the obligation to justify its decisions about the acceptation and the rejection of admissions requests submitted by the aspiring members.

The ordinary member is obliged to pay an annual subscription fee, decided every year by the directive council, according to the rules explained in the regulations, valid for the subsequent year.

Article 8: "Sustaining membership"

All persons or businesses who are donors of funds to the Association for the purpose of advancing, improving and bettering Wikimedia Foundation's projects may be recommended to the Wikimedia UK Board of Trustees to become Sustaining members of this Association under such rules as the Board may establish and approve. If the recommendation is accepted by the Board, such membership shall be with all privileges except that of holding office and voting. Such members shall be listed (anonymously if requested) in some prominent place on the main online site of the Association.

Sustaining membership shall last for one year, starting from the point of donation.

The Board is not due to explain his reasons for the acceptance or the reject of sustaining membership proposals.

Article 9: "Members for life"

In recognition of his role as Founder of Wikipedia Jimmy Wales is granted life membership. Life members shall have all the privileges of contributing active members except they shall be exempt from paying dues and shall not be required to make any contributions to any Wikimedia project.

Article 10: "Finances"

The budget of the Association is formed by:

• Fees and donations from members; (see above)
• Donations from individuals;
• Donations from the State, Public Agencies, Public Institutions and/or individuals for educational purposes;
• Donations from International Organisations;
• Tangible and intangible assets donated to the Association by any mean, including donations from individuals and wills;
• Refunds granted by agreements;
• Incomes deriving from secondary marketing and manufacturing activities;
• Budget surplus from the previous year's budget, if any.

To accomplish its scope, the Association uses the following incomes:

1. Membership fees;
2. Freely contributed donations from any member of the Association;
3. Revenues from participating to or arranging events;
4. Any other income contributing to the budget, such as: funding from occasional public campaigns, even by means of small donations from individuals; contributions from Public Administrations to manage social activities; lotteries.

Article 11: "Dissolution of Association"

In case of dissolution of the Association, for any cause, the assets will be devolved to other non-profit organisation or for social purposes, after to have listened the structure of control of which to the art. 3 paragraph 190 of Law 23 Decembers 1996, n. 662, except different destination in obedience to the provisions of the enforced law at the moment of the dissolution.

The associative contribution is non-transferable to exception of the conveyance owing to death, and it is not revaluable.

Article 12: "Organs of the Association"

The following are the organs of the Association:

• the Assembly of the associates;

  IS that the same thing that's called a "general assembly" above? if yes, one of the names needs to change. :-) notafish }<';> 20:19, 6 October 2005 (UTC)

• the Board;
• the Chair.

Article 13: "Assembly"

The Assembly of the associates is the sovereign organ of the "Wikimedia UK". It can make all the decisions necessary for the smooth life of the Association.

It is composed by all the Associates as defined in Art. 6. Every member will cast a single vote in the ballots. The Founding Associates have no particular prerogative.

The Chair presides over the Assembly; in case of his/her absence, the Vice-Chair does; it neither Chair nor Vice-Chair are present, the most senior member present will preside over the Assembly.

Is "most senior member" the longest standing or the oldest? Andreww 21:16, 18 October 2005 (UTC)

The Board may choose any location for the convention of the Assembly.

The Assembly can be ordinary and/or extraordinary.

Article 14: "Ordinary assembly"

The ordinary Assembly is convened at least once to year by the Board within three months beginning from the closing of the social period. The Assembly is also convened every time the Board thinks it right and, generally, with the established procedures and warning in the rules and under provisions of the law.

To the ordinary Assembly they must annually be submitted for the approval:

• the report of the Board on the state of the Association;
• the balance sheet;

The Assembly deliberates furthermore on:

• the nomination of the Board;
• the approval of the internal rules of the Association
• other arguments that are proposed on the agenda.
• the ratification of the urgent acts of the Board
• the general policy and the course of the activities of the Association

They have right to take part in Assembly all the associates up-to-date with the payment of the social amount.

Every associate has right to only one vote, and it can be represented by another associate, appointing him written delegation. The associates will be able to have, for every meeting, a maximum number of delegations established by the rules.

At first meeting the deliberations of the ordinary assembly, are approved with simple majority of the expressed votes, how it is better specified in the rules. The assembly is valid if it represents at least 50% of the associates.

If it does not reach the necessary minimal quorum of associates, the ordinary assembly can be convened in following time. In second meeting, in accordance with art. 21 CC, the quorum does not exist, and the resolutions are always caught with the simple majority of the associates represented.

Article 15: "Extraordinary Assembly"

The extraordinary Assembly is convened by the Board and with the procedures provided in the rules, in order to deliberate on:

• the modification of the Charter;

  What's the charter? The bylaws??? notafish }<';> 20:20, 6 October 2005 (UTC)

• the extension of the duration of the Association, as provided in the art.5;
• the dissolution of the Association, as provided in the art.19.

In order to modify the Charter and for the extension of the duration of the Association, it is necessary that they express their votes at least three quarters of associates and the resolution is taken by the simple majority.

In order to resolve the dissolution of the Association, it is necessary the favorable votes at least of three quarters of the associates.

Article 16: "Board"

The Board is appointed by the Assembly and is composed by a number of persons as established in the Internal Rules, with a minimum of five persons. It remains in charge for the period established in the Regulations, with a minimum of one year. Its members may be reappointed. Quitting, forfeit and substitution of the members of the Board are established in the Regulations.

During its first reunion, the Board chooses among its members the Chair and Vice-Chair, with the exception of the nomination of the first Chair which is established as per the Act of Constitution of the Association.

The Board holds it meetings with the modalities and the frequency established in the Internal Rules.

The Board may invite other associates and external experts to attend its meetings.

The meetings are valid when the majority of its member is present, rounded off to the next unit.

A report of each meeting must be written and held in the official Registry of the Board.

The Board has as its duties:

• to make any actions for ordinary and extraordinary administration;
• to define the norms for the operation of the Association, writing up the Internal Rules that must be approved by the Assembly;
• to present to the Assembly for its approval the budget estimate, if possible by the end of the month of December and anyway the actual budget by the end of the month of April in the next year;
• to determine how to fulfil the general lines of development in the general program approved by the Assembly, promoting and coordinating the various activities;
• to elect the Chair and Vice-Chair, with the exception of the nomination of the first Chair which is established as per the Act of Constitution of the Association.
• to accept or to reject to the application by prospective associates and the proposals for the Supporters: the opinion the Board express is binding, and it does not have to be motivated
• moreover, the Board deliberates on the attribution of the qualification of Supporter.
• to deliberate with respect to the exclusion of the Associates;
• to ratify, in the first successive meeting, the provisions of competence of the Board that the Chair adopted for urgency and necessity reasons.

The Board may delegate to the Chair the tasks of ordinary administration. Any substitutions of members of the Board during the period of its validity must be validated in the first Assembly summoned after the nomination. Those members expire together with the other members.

Board members are not paid for their duties, except for the recovery of expenses supported for the Association, as per the Internal Rules.

The Board prepares the budget and fixes the value of the Association quota for each year, organises both ordinary and extraordinary Assemblies and prepares their agendas. Actualises the technical and administrative instruments needed for the collection of donations. It may decide to use the reserves of the Association to fulfil the scopes indicated at the point 3 of this Charter, after a solicitation, to the Supporters of the Association.

The Board authorises all the purchases, sales or rents of real estate property, and the physical or moral contracts of any type between the Association and persons, or corporations, as per the Internal Rules. In particular, all the operations whose value exceeds a fixed threshold set in the Internal Rules are subject to a simple majority voting in the directive council.

The Board, delegating any of the member shall keep the Book of Money Operations, the Book of the Reports of the Assemblies, the Book of the Reports of the Board, and the Associates' Logbook, all of them officially stamped by the relevant Government. The books can be viewed by members who have the right to ask for extracts, paying the expenses.

The Board assures the respect of the Charter and the Internal Rules, and of the good operation of the Association. Except for the dispositions indicated below, the Board does not have the scope to control the management or the content of the sites in any language from the Wikimedia Foundation, Inc., but it may use them directly in case of need for announcements, communications, voting pages or whatever needed in order to carry out the Assemblies them or for any reason related to the needs of conduction of Wikipedia UK.

The Board may suspend or revoke the technical rights - that habitually derive from the prerogatives of a Sysop - given to the user of a site or a member of the Association, in particular for infraction to the present Charter, for not respecting the Internal Rules, or for serious reason of such nature to create moral or material prejudgment to the Association. The decision of suspension or of revoke is ratified at the next ordinary Assembly. If the Assembly ratifies the suspension a further ratification must be made by the community afferent to the site, within 15 days from the decision of the assembly.

A decision of revoke of the technical rights that has not been ratified has the effect of restitution to the interested party the technical rights which were taken from it. In the same way and for the same reasons, the Board may revoke in all or in part the editing rights on a site to a member of the Association, with ratification of the decision at the next ordinary Assembly.

Finally the editing rights of any user who is not member of the Association may be revoked with the same conditions, but only for serious reasons which lead to a moral and material prejudgment to the Association.

Article 17: "Chair"

The Chair is elected by the Board among its members with a simple majority, with the exception of the nomination of the first Chair which is established as per the Act of Constitution of the Association.

• they are the legal representative of the Association with respect to third parties and may sign documents; they are authorised to collect money and accept donations of whichever nature and reason from public administration, agencies and private citizens, giving them an official receipt;
• they may choose lawyers and proxies in the arguments regarding assets and liabilities of the Association, in front of whichever judicial and administrative authority;
• they convene and preside over the meetings of the Assembly and of the Board;
• in case of urgency and necessity, in accord with the Vice-Chair, they assume the duties of competence of the Board, which will have to be ratified in the first successive meeting of the Board.

In the case of absence, impediment, or cessation of the Chair, all their functions are carried out by the Vice-Chair, who will convene the Board for the approval of the relative deliberation.

The signature of the Vice-Chair suffices to state the absence or impediment of the Chair to Associates, third parties and all the Public Offices.

The Chair is the representative of the Association in judgment and against third parties.

The Chair may open and close bank and post accounts, details shall be set in the Internal Rules. For the operations of everyday management, they act in first person or through a delegate they choose.

The Chair keeps money and monies of the Association, and executes every money operation, keeping trace of the accounting.

The Board will keep the Book of Money Operations, the Book of the Reports of the Assemblies, the Book of the Reports of the Board, and the Associates' Logbook, all of them officially stamped by the relevant Government. The task will be delegated to one of the members of the Board.

The Chair will get no compensation for his/her duties, except a reimbursement for the expenses made during institutional activity, according to the modalities indicated in the Internal Rules.

Article 18: "Fiscal year and financial report"

The fiscal year ends every year on the 31st of December. The Board has to prepare a financial statement to be approved by the Assembly within three months from the end of the fiscal year.

In the 15 days before the meeting of the assembly the draft of the financial statement has to be available at the seat of the Association for every member who should examine it or request a copy, same after the approval for the approved financial statement.

It is forbidden to distribute, even in indirect way, any profit, revenues, provisions or assets during life of the Association unless destination or distribution are imposed by law or made in favour of another non-profit association which for law, charter or bylaw is part of the same and unitary structure.

Profit must be exclusively put to use towards the realisation of institutional activities or activities related to them.

Would it not be better to align the fiscal year with the UK tax year rather than the calender year? I propose replacing "31st of December" with "1st of April". At a minimum, it would simplify any tax returns. Stewartadcock 13:00, 7 October 2005 (UTC)

Article 19: "Dissolution and winding-up"

The dissolution of the Association takes place after deliberation of the assembly or continued inactivity of the assembly for more then two years.

The assembly deliberates the dissolution of the Association and the nomination of the liquidators will establish the criteria for the distribution of the residual assets. The liquidators, holding in consideration the indications of the assembly and the advice of the control body (art. 3 paragraph 190, law n. 662 - 23rd dicember 1996) will choose the non-profit organisation of identical operating social utility or in analogous field which to devolve the residual assets

Article 20: "Disputes"

All eventual disputes between associates or between these and the Association will be submitted, if not otherwise stated by the law and with exclusion of other jurisdictions, to the competence of a college of three arbiters to be appointed by the assembly. They will judge ex bono et aequo, without procedural formalities. Their decision will be binding and without appeal.

Article 21: "Current laws"

For everything not provided in this Bylaws, following laws: (xxxx) will be applied.

Read, approved and signed in xxxx, on xxxx

Do we still need to think about these?

I see that the basic rules of Wikimedia UK are being organized at Memorandum of Association (which is needed for the formation of the limited company, that is needed to form the charity). Do we still need Bylaws? If so what will they cover? If not we should add a note at the top of the page. Andreww 08:27, 14 November 2005 (UTC)

I think the idea is that we should work on the MoA for now, and that this will replace these Bylaws. We should hang on to these as a record, but yes, it's a good idea to add a note to that effect - I'll do that now. Cormaggio ^@ 10:31, 14 November 2005 (UTC)