Talk:Wikimedia Canada/General By-laws

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In addition to the Constitution of Wikimedia UK, Wikimedia Australia has rules adopted on their incorportion that are worth a look to compare. --KenWalker 22:09, 6 June 2009 (UTC)

Sub-chapters in bylaws[edit]

How much do you guys think we should mention sub-chapters in the bylaws? Currently they are only mentioned in the section on the board of directors, which says that regional wing get a representative on the board, and that regional chapters of Wikimedia in Canada get a representative. Firstly, I would like to merge those two sections. Secondly, I was wondering if we should mention in the section on membership that the board has the power to make joint-membership arrangements with any future regional chapters. These type of clauses may get more complicated if a regional chapter ever wants to legally incorporate in addition to registering with the Foundation. --Arctic.gnome 06:05, 6 June 2009 (UTC)

We can do this latter if the need arises. Doc James (talk · contribs · email) 09:37, 3 August 2010 (UTC)

Execution of Documents, Banking[edit]

It is getting hard to edit that big section . . . Here are a couple of sections edited from [1] that could be considered:

Banking Arrangements, Contracts, etc.

9. Banking arrangements: Banking of Wikimedia Canada shall be transacted with such banks or other financial institutions as the board may authorize by resolution and all such banking business shall be transacted by one or more officers or other persons as the board may authorize by resolution. (Note: when an account is opened, the bank will require a resolution to be passed specifying who actually signs, how many, who, number of sigs, etc.)

10. Execution of instruments: Contracts, documents or instruments in writing requiring execution by Wikimedia Canada shall be signed by the president and the secretary or any 2 officers or directors authorized by resolution, and all contracts, documents or instruments in writing so signed shall be binding upon the Wikimedia Canada. The board is authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of Wikimedia Canada to sign and deliver either contracts, documents or instruments in writing generally or to sign either manually or by facsimile signature and deliver specific contracts, documents or instruments in writing.

Just examples . . . would need to be renumbered, formatted and adjusted to suit. --KenWalker 15:37, 9 June 2009 (UTC)

Those sound pretty good. I like how in #10 it allows both the fixed signers and allows us to use other signers when we want. One question: we might want financial documents to always be signed by the president and the treasurer (as opposed to the president and the secritary). I wonder if the "resolution" in #9 would allow us to pass a one-time motion saying that that is how we are going to do our banking or whether we would have to pass a motion as per #10 every time we wanted the treasurer to sign something. Also, I kind of like how Wikimedia Australia added the part about the corporate seal into this section (see here. We still have to add a part about our seal somewhere anyway. --Arctic.gnome 23:53, 6 August 2009 (UTC)
Banking resolutions will usually name the offices that are allowed to sign. They should never name specific individuals since that would mean that a whole new banking resolution would need to be passed every time the officers were changed. Eclecticology 04:29, 8 August 2009 (UTC)

Auditors[edit]

This item has been copied here from a longer list of unrelated suggestions that has been archived.

One cannot apply restrictions on how auditors do their work; in particilar, it would be highly inappropriate to insist that an auditor confirm financial statements if he does not agree that they fairly fairly represent the financial situation.Eclecticology 06:00, 18 June 2009 (UTC)

That does sound odd, I agree. Do you have any sugestions about a better way to phrase that section? --Arctic.gnome 02:11, 23 June 2009 (UTC)
The Act goes into some detail about this, and C4 mow uses the term "public accountant" instead of "auditor". One change in C4 is that the members may now waive the appointment of a public accountant; they need to do this every year. That should be made clear in the by-laws. Where the members have waived this right, the directors should be required to appoint an independent person to make a financial review for presentation at the AGM, Eclecticology 09:01, 1 July 2009 (UTC)

Canada Not-for-profit Corporations Act. Bill C-4[edit]

The transitional provisions of the new act require that an application for a continuance from the old act to the new one be filed within 3 years (no fee is payable) if it becomes law. If it is going to become law soon, we should wait so we don't need to take that step as there will be paper work involved. But it many not be possible to know when or even if the new act will become law and we shouldn't wait too long. Does anyone have any information on when it is expected to go through? I will see what I can find out. --KenWalker 02:08, 19 June 2009 (UTC)

  • I just checked with that site. It received Royal Assent on June 23. It has not yet been proclaimed as per section 372. Eclecticology 07:31, 21 July 2009 (UTC)
  • After a quick look over the bylaw section of the bill, most of the requirements are the same, but there are a few sections that have to be modified. As I look over it section by section I'll mention what I've done here. --Arctic.gnome 00:57, 7 August 2009 (UTC)
  • This bill is moving very slowly through the government. As of June processes appear to be continuing. I do not think we need to wait until it goes through.Doc James (talk · contribs · email) 00:50, 14 June 2010 (UTC)
  • The bill passed a year ago. A couple months ago, when no objections were raised to Treasury Board regarding the proposed fees, that part of the regulations was approved by cabinet. I would be surprised if the new act was not law by the end of the year. It is better to wait than to act hastily now, only to need to make the changes that will be required during the three years following the proclamation of the law. Eclecticology 07:36, 5 August 2010 (UTC)
    On this we disagree. The wiki tradition is to build now, fix as needed. - Amgine/meta wikt wnews blog wmf-blog goog news 02:58, 7 August 2010 (UTC)
Agree We are hoping to submit the paper work to the federal government soon.Doc James (talk · contribs · email) 03:03, 7 August 2010 (UTC)

How do we spend our money?[edit]

As I alluded above, it is important for a charitable organization to have concrete purposes. We want to become a charitable organization because we want donor contributions to be deductible for income tax purposes. We want donor contributions because we need money, and that begs the question, "How will we spend our money?" Perhaps a little brainstorming might be in order here. Eclecticology 21:25, 25 June 2009 (UTC)

The larger question here is what our goals and mission statement should be. There has been some discussion of potential activities for us, for example at Wikimedia Canada/Potential Projects, but we have to make our objectives far more specific and conform to one of the examples in the document you linked above. Unfortunately, "courts do not accept simply providing information as being educational", which removes several of our ideas. I see three possibilities that fall within the law, though for each of them we have to bend the definitions to conform to an Internet-based system and they each require expanding on our original purposes. --Arctic.gnome 03:59, 1 July 2009 (UTC)
establishing and operating schools, colleges, universities, and other similar institutions

Through a Wikiversity like system we could make the argument that we are setting up a school, though it would be hard to say how we are running courses and not just providing the information on a site.--Arctic.gnome 03:59, 1 July 2009 (UTC)

It must be remembered that government has a different view of what schools mean and are for. Any suggestion that we were seeking to grant degrees would lead to immediate rejection. If we mention Wikiversity we would need to explain it. Perhaps:
Provide free informal educational opportunities to the public, and assist in the preparation of free educational textbooks and workbooks.
undertaking research in a recognized field of knowledge (the research must be carried out for educational purposes, and the results must be made available to the public.)

I think this is our best bet if we can make the argument that producing new free images of Canada and new free texts about it counts as research about Canada.--Arctic.gnome 03:59, 1 July 2009 (UTC)

I'm not yet sure what to do with this one. Some kind of research is important to support other purposes. The bracketed part is redundant to other purposes.
providing and maintaining museums and public art galleries

This one might work too if we are keeping a bunch of images on our website and calling it an electronic museum or art gallery, though I'm not sure why we would be doing so, as we would rather put those images in Commons. This One may also incorporate the objectives of "freeing" out of copyright images from collections and private archives.--Arctic.gnome 03:59, 1 July 2009 (UTC)

This one sounds too much like a bricks and mortar concept. How about
Helping small public and private museums, archives and art galleries to make their collections more freely available to the general public through electronic digitization.
Wikiversity would require a lot of explaining, and the fact that it does not issue credentials may make it a tough sell. This is an interesting outline of some of the considerations. Vancouver Regional FreeNet Assn. v. Minister of National Revenue [2] is also interesting reading. Eclecticology 09:15, 1 July 2009 (UTC)
Why would we "rather put those images in Commons". If we have the funding to establish a Canadian commons there is the advantage that we can host Canadian files using Canadian copyright law. This will allow some material that could not be included on the U.S. site. Eclecticology 17:26, 2 July 2009 (UTC)
Sorry for the late reply. The advantage of Commons is that Wikipedia links to it by default. Also, the US often seems to have better copyright laws than Canada, but there are definitely some situations where it would be useful to have a Canadian database. I think our own online database could be very useful apart from Commons if we also included items licenced under Creative Commons Attribution-NonCommercial-ShareAlike, which regular Commons does not allow but which includes a lot of great stuff. Our own site could also act as a Canadian wikisource; in writing my thesis I had a hard time finding some old government documents that only exist in certain archives, and putting that stuff online would be a big help for academics. Since the museum thing will be easier to justify than the other two, I'll try to write up an acceptable mission statement based around that. We can always expand it to include other objectives later if we want. --Arctic.gnome 22:35, 9 July 2009 (UTC)
For the "museum" part of our mission statement, haw about something along the lines of:
To organize and fund the production and collection of digital copies of media and texts about Canada and of interest to Canadians under free licences or in the public domain and to make those media and texts available to the public in an online gallery and database.
--Arctic.gnome 22:51, 9 July 2009 (UTC)
If we are going to allow documents copyrighted under a non-comerical licence, we might want to take out the "public domain" line, but that would move us away from having goals "similar to" WMF's. --Arctic.gnome 00:57, 21 July 2009 (UTC)
While I feel that there would be a place in our project for a limited amount of non-commercial material, I don't think that it needs to be specified in the by-laws. Doing so would only draw the attention of those with a more catechetic attitude toward free works. How about:
To organise, fund and host the collection and reproduction in digital form of texts and other media of interest to Canadians and foreign students of Canada, and to make said material available free of charge to all such persons. To the maximum extent possible said material shall be in the public domain, or released under a licence permitting maximum freedom for re-use.
Eclecticology 09:05, 21 July 2009 (UTC)
The second part sounds good; saying "to the maximum extent possible" puts no restrictions on us but still makes our mission statement clear. As for the first part, I kind of liked the line "about Canada and of interest to Canadians". I don't quite understand why you specifically mention foreign students. I guess we do want them to be able to access the information while here, though it seems a bit odd to me to specifically mention it. --Arctic.gnome 00:20, 7 August 2009 (UTC)
OK the word "foreign" can be viewed as redundant. We want everyone to access the information no matter where they are. Eclecticology 03:55, 7 August 2009 (UTC)
That's pretty good. Is there a broader word for "student" that also includes anyone else doing research, like professors and scientists? --Arctic.gnome 05:22, 11 August 2009 (UTC)
Hmmm. I was thinking of "student" in the broad sense of someone who studies Canada at whatever level rather than in the institutional sense of someone enrolled in a school. A good professor or scientist never stops being a student.:-) Eclecticology 06:01, 11 August 2009 (UTC)

Memberships[edit]

Yes check.svg Done Why do we need non-voting members? The only rights they have is to attend meetings as observers. That's not much of a right. At any general meeting, even without this provision, the members could still choose to allow observers.

Also I don't understand why you are now proposing to restrict the membership of non-citizens to those who have been admitted for permanent residence. This would have the negative effect of barring foreign students who are here for a full university program from becoming members; they would be a definite asset to WMC.

Suggested revision:

  1. Membership shall be open to any person who:
    1. is interested in furthering the objectives of Wikimedia Canada,
    2. is
      1. a Canadian citizen,
      2. a Canadian corporation, or
      3. an individual person who has been lawfully admitted to Canada for a period of not less than one year, and
    3. has no indebtedness to Wikimedia Canada more than 120 days old.
  2. Membership is non-transferable,
  3. A member shall be in good standing when he has paid the prescriberd dues for the current fiscal period and who has no other indebtedness to Wikimedia Canada more than 120 days old.
  4. Any member may resign his membership at any time by written notice to the secretary of Wikimedia Canada.

This should greatly simplify this section. Eclecticology 04:48, 7 August 2009 (UTC)

The last change was fixing a discrepancy pointed out by someone, but I have no problem with permanent residents getting full membership. However, I don't quite understand how corporations can be regular members, that seems a bit odd. Could they run for board positions any everything? --Arctic.gnome 05:20, 11 August 2009 (UTC)
I'm not sure that I understand the discrepancy, or why you would not want non-citizens as members as long as they are living in Canada.

Legally, corporations are persons, but they are not individuals. They cannot be directors because they are incapable of performing the duties of directors. They can vote as members through their authorized spokesmen, but that does not change the principle of one person one vote. Conceivably, corporate members could pay higher fees, or could have a role in promoting common interests. For now, we are just leaving these as open possibilities; it will be up to the future directors to develop the idea, if they choose to do it at all. Eclecticology 06:30, 11 August 2009 (UTC)

I have no problem with non-citizens getting memberships. I was tidying up what was there and it didn't occur to me to just get rid of it entirely. As long as we can later make special rules regarding corporation members and their fees at a sub-bylaw level, I agree with your wording here. --Arctic.gnome 17:37, 11 August 2009 (UTC)
Amazing how a one letter typo can completely change the meaning of what you say. :-) Eclecticology 07:02, 12 August 2009 (UTC)
Indeed, sorry about the confusion. Your version of the section has been added. --Arctic.gnome 01:34, 17 August 2009 (UTC)

Officers[edit]

The following are my suggestions for changes to the part about officers.

1. The officers of Wikimedia Canada shall be the President, the Vice President, the Secretary and the Treasurer.
2. All vacancies in offices shall be filled by the directors from their own number.
3. An officer's term of office shall expire
1. at the first meeting of directors following the annual general meeting of members,
2. when the officer dies,
3. when the officer resigns his position, or
4. when the officer has been removed from his office by a vote of 2/3 of the directors,
whichever shall occur soonest.
4. An officer may be reelected to his position.
5. The President shall
1. preside at all designated meetings of Wikimedia Canada,
2. execute all legal documents on behalf of Wikimedia Canada,
3. except where another person is so designated be the sole voice of Wikimedia Canada's official positions, be the designated official spokesman for Wikimedia Canada, and
4. prepare an annual report of his activities.
5A. As circumstances require, the directors may designate someone else to speak on behalf of Wikimedia Canada in specified situations.
6. The Vice President shall
1. representperform the duties of the President in all situations where the President is unable to act.
2. Take on anyperform such other tasks delegated to him by the president directors.
7. The Secretary shall
1. maintain the records of Wikimedia Canada,
2. ensure that the activities of Wikimedia Canada are well-reported, coordinating with a webmaster and newsletter publisher when appropriate,
3. maintain a register of members as per Part 1.8,
4. work with the treasurer to produce an annual activity and financial report,
5. ensure that all required legal filings are produced in a timely manner, and
6. have custody of the corporate seal, if any.
8. The Treasurer shall
1. maintain the financial records of Wikimedia Canada.
2. coordinateensure the preparation and distribution of tax receipts in proper form, and
3. work with the secretary to produce an annual activity and financial report.
9. merge this into the Committee section
10. delete, no longer needed.

Many of these are small details; let me know if you have any questions. Eclecticology 03:39, 8 August 2009 (UTC)

Those make sense, I've added the changes. About the corporate seal, has the required section for it been moved, or do we not need to mention a corporate seal at all? Also, do you think we should add a more detailed role for the VP. For example, some organizations do something like making the president the spokesman and the VP in charge of bureaucracy and logistics. It seems odd to me to have his role so vague, but maybe that's normal. --Arctic.gnome 01:51, 17 August 2009 (UTC)
There is no longer any legal requirement to have a corporate seal, especially not a non-profit. It makes a document embossed with it look pretty, but the whole concept is largely obsolete. It used to serve as a guarantee that a signature was genuine because it was difficult to alter a signature once an embossing was applied.
It's not unusual to keep the VP's role vague. Your suggested division of labour is plausible, but your mileage may vary. Having a president and VP that work well together is more valuable. Standing in for the president is much more than showing up when the president is sick. For example, if only one of them speaks French that would be the one to represent us at outside meetings in French, regardless of his office. Eclecticology 09:33, 17 August 2009 (UTC)

Memberships - Part 2[edit]

This suggests changes to the "other sections" regarding members. The two parts of membership can be merged into one (and the numbering revised when we have an agreed text.

1. A member who is not in good standing may restore his good standing by paying his membership fee and settling any outstanding indebtedness without a new application for membership, and his good standing shall be restored forthwith on receipt of payment.
2. Application for membership shall be made by providing the required information and submitting the required fees for the first year of membership, each as determined by the Board of Directors.
2A The Board of Directors may within 45 days of its receipt reject receiving any application for membership reject that application by a simple majority against the person's admission for membership. This vote may be held in camera. Where an application has been rejected the directors shall return to the applicant any fees submitted with the application.
2B. Any application that is not rejected shall be deemed to have been accepted, and shall be effective 45 days after its receipt.
3. The Board of Directors may establish regulations allowing the payment of membership fees in advance for more than one year.
4. The Board of Directors may standardize the expiry date of all members, but shall not by doing so reduce any paid membership to less than one year.
5. A membership shall end when
1. The member dies,
2. The member resigns,
3. The member's membership has not been in good standing for a continuous period of not less than one year, or
4. The member has been expelled by a vote of 2/3 of the directors.
5. The member has been expelled by a vote of 2/3 of the members at a general meeting.
6. Where a membership has for any reason been terminated when after the member has made advance payment of fees for years that have not yet begun, he the directors may, on request, receive a refund of the fees prepaid for those additional years reduced by any other outstanding debts which he may have to Wikimedia Canada, except that where the member has been expelled the refund shall be made without a request being made.
7. The rate of the fees shall be determined by the board of directors and may be changed by them at any time, but such a change shall not require members affect members until they next must pay dues to pay additional fees for years they have prepaid.
8. The Secretary must keep and shall maintain a register of members containing:
1. the name, address and e-mail address of each member,
2. the date on which each member's name was entered in the register, and
3. the date that the last payment of dues was received.
9. When it is necessary to confirm the identity of a member, such a confirmation will be done through the email provided at the time of registration.

It is sufficient to define "good standing". The implications of "not in good standing" can be inferred from this. Negative phrasing should be avoided since there is always a risk of inadvertently creating an excluded middle that will come back to haunt us like a doughnut hole. Thus elsewhere in the by-laws "members" when used alone means all members regardless of standing, and "members in good standing" is used only where that matters.

I've added an effective date to 2A; the 45 day waiting period prevents attempts to stuff a general meeting with sock-puppets.

Although having the directors approve memberships in the beginning can save us from a lot of weirdness, allowing directors to expel members too easily creates an atmosphere of "us and them" between members and directors.

On the refund of prepaid fees it would be difficult for a deceased member to apply for a refund himself. It's also better to refund prepaid fees to the expelled without request; it's a cheap way to avoid being seen as a bunch of dicks.

I've added e-mail address to 8.

9 would have the effect of allowing only e-mail confirmations; in any event it describes an administrative process that probably doesn't need to be in the by-laws. There is an element of trust connected with such issues. In theory we could be demanding confirmation of citizenship status, but that would be more trouble than its worth except in the most serious circumstances. In most cases a simple declaration on the application form will suffice. Eclecticology 01:09, 9 August 2009 (UTC)

Sorry about the late reply; the final chapter of my thesis has been monopolizing my time. I agree with you on all of these and will add them to the bylaws. --Arctic.gnome 14:51, 27 August 2009 (UTC)

Interpretation[edit]

In these by-laws and in all other by-laws resolutions of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

Just a few small changes to this. "Firms" is an otherwise undefined term. Eclecticology 07:31, 12 August 2009 (UTC)

I know the old law had specific definitions for terms referring to corporations, such as the phrase "any other company", which use to be in the bylaws until today's updates. I'm not sure which of these definition sections survived until the new law. They may want us to use a different word to refer to all corporations. In either case, I've added your changes to the bylaws for now. --Arctic.gnome 01:56, 17 August 2009 (UTC)

For information re purposes[edit]

These were the purposes in the by-laws of the Vancouver Regional FreeNet Association as they appeared in the 1996 decision granting them charitable status.

The purposes of the society are to:

(a) develop, operate and own a free, publicly accessible community computer utility in the Lower Mainland of British Columbia providing the broadest possible range of information and possibilities for the exchange of experience, ideas and wisdom;
(b) establish and operate a FreeNet community computer utility in the Lower Mainland of B.C.;
(c) encourage the development of a wide range of community electronic information resources;
(d) encourage the broadest possible participation of information providers in making their information available on FreeNet;
(e) work toward building a network of similar services in cities and towns internationally;
(f) work toward the widest possible public access to government and other information through FreeNet and other non-profit organizations such as libraries;
(g) work with other Canadian FreeNets to create a Canadian freenet network;
(h) educate and encourage the public in the use of computer telecommunications and information retrieval; and
(i) research ways to improve and expand public access to and use of electronic information resources and facilities.

Eclecticology 06:58, 16 August 2009 (UTC)

It's promising that this was accepted, though it might mean that our current goals may have to be made more specific. I like that it includes a specific mention that they will work with other similar groups, like our goals use to have. --Arctic.gnome 02:00, 17 August 2009 (UTC)
Wikimedia should be clearly eligible under the "Advancement of Education" criteria. Bilal Abdul Kader 04:52, 3 January 2010 (UTC)
One cannot just provide information but must instruct. We could "Instruct the public in the use of Wikipedia and related sources"? Doc James (talk · contribs · email) 00:32, 14 June 2010 (UTC)
It's an option that can be included. Eclecticology 07:40, 5 August 2010 (UTC)

Purpose[edit]

I agree that we will need a clear statement on how charitable donations will be spent / allocate.

  1. Raising awareness of, promoting education using, and advocating for information in the creative commons might be a start.
  2. I assume a portion will go to the main Wikimedia organization?
  3. Also will we have our own computer hardware of just work with Wikimedia?

Doc James (talk · contribs · email) 18:27, 24 February 2010 (UTC)

Sending a portion to WMF could run afoul of disbursement quota rules. Some material would indeed be stored on Canadian hardware. This would be especially useful for material that is clearly in the Canadian public domain while still copyright protected in the US. Eclecticology 22:11, 12 March 2010 (UTC)
Good point. Where would we want to set up the hard drives? A have a few friends who are computer scientist / network engineers who would be interested in helping us out.--Doc James (talk · contribs · email) 20:20, 11 June 2010 (UTC)
This is an area where I readily admit my lack of competence. At this stage it may be enough to work with an internet service provider whose servers are clearly in Canada. Although this could change later, I would be happier not needing to worry about hardware problems for now. It would be nice if someone with an understanding of ISP services could review the possibilities that give us the best price. Eclecticology 22:22, 21 June 2010 (UTC)

Educational purpose[edit]

We need to make sure we write our documents so that they fullil Canadian law WRT charitable status. I have bolded the direction I thing we should pursue.

The advancement of education

The courts recognize a purpose or activity as advancing education in the charitable sense if it involves formal training of the mind or formal instruction, or if it prepares a person for a career, or if it improves a useful branch of human knowledge. Only providing information is not accepted by the courts as educational; training or instruction also have to be offered. The advancement of education includes: * establishing and operating schools, colleges, universities, and other similar institutions; * establishing academic chairs and lectureships; * providing scholarships, bursaries, and prizes for scholastic achievement; * undertaking research in a recognized field of knowledge (The research must be carried out for educational purposes and the results must be made available to the public.); * advancing science and scientific institutions, including maintaining learned societies (Professional associations or other societies that primarily provide benefits to members are not considered charitable.); and * providing and maintaining museums and public art galleries.

The courts have ruled that an activity which advances education should involve a full and fair presentation of the facts so people can draw their own conclusions. If an organization intends to influence the opinion or actions of the public toward one side of a controversial issue, it is not advancing education in the charitable sense. For this reason, an advocacy group would not qualify as a charity.[3]

Doc James (talk · contribs · email) 00:27, 14 June 2010 (UTC)

It all comes down to one thing: What works? Eclecticology 22:24, 21 June 2010 (UTC)

Charitable status[edit]

This document from the government of Canada recommends we register as a charity first or at least concurrently with incorporation. Will speak with the CRA tomorrow. Doc James (talk · contribs · email) 00:43, 14 June 2010 (UTC)

Here is the form we need to fill out to apply [4] I have started filling it out. The form seems to imply that more than 50% or more of the income should not come from one person. Thus I will put forwards just under half of the startup fee and if others could come up with the rest? Should not be more than a couple hundred. --Doc James (talk · contribs · email) 18:51, 16 June 2010 (UTC)
We need to answer this question in the Charities documents:

The purposes should be entered exactly as they appear in the organization's governing documents. Enter where each activity will take place, what it will involve, and who will carry it out.

Doc James (talk · contribs · email) 19:23, 16 June 2010 (UTC)
It is legally possible to become a charitable organization without being incorporated, but it would still be necessary to submit some sort of governing documents. Drafting these will likely be just as complex as the incorporation documents. An interesting exercise would be for each interested person to complete form T2050 independently to the best of his abilities. Comparing these afterward would let us know how much compatibility there is in our separate visions. Eclecticology 22:51, 21 June 2010 (UTC)
It is not that hard to make amendments if need be. I hope we can sent in the documents of incorporation in the next month or so.Doc James (talk · contribs · email) 07:38, 5 August 2010 (UTC)
Under the new Act, the government does not need to approve the by-laws, but they must still be submitted within one year after they have been passed by the membership. Eclecticology 07:46, 5 August 2010 (UTC)

Translation[edit]

I have made these changes and wondering if someone could translate them? --Doc James (talk · contribs · email) 01:10, 14 June 2010 (UTC)

  • Since we're nearing the end of the bylaws, I think we may as well just wait for the final copy to be done before doing the translation work. –Arctic.gnome 08:17, 5 August 2010 (UTC)
    after all, we're not getting any input in the process from non-English speakers anyway. - Amgine/meta wikt wnews blog wmf-blog goog news 03:09, 7 August 2010 (UTC)

Incorporating in Ontario[edit]

It has been suggested that we incorporate in the province of Ontario under the provincial legislation. This supposedly does not restrict our activities in the rest of Canada but will allow us to NOT have an auditor. Supposedly when the new Canadian legislation passes an auditor will not be needed at the federal level. Doc James (talk · contribs · email) 18:33, 16 June 2010 (UTC)

Plus:

  1. No auditor needed
  2. Faster process
  3. Regulations are supposedly similar to new federal regulations

Negatives:

  1. Not federal
  2. Will need to switch to federal later.
  3. Technically does not include all of Canada. --Doc James (talk · contribs · email) 20:16, 23 June 2010 (UTC)
    • Why wouldn't we want an auditor? While the new federal act does not provide for the waiving of auditors, it does allow for easier financial reviews for companies that have not achieved prescribed levels of revenue and assets. Once those levels are reached we want to know that the money is properly used.
    • An incorporation in Ontario would not automatically allow the organization to operate in any other province. For the BC situation see [5] and the following sections. Eclecticology 23:04, 21 June 2010 (UTC)

Information for Ontario[edit]

Here is the information for Ontario [6]

Discussion[edit]

Audit committee and other resources[edit]

Here is an interesting document on audit committees [7] and other resources [8] Having to do audits does not sound too complicated. Two people from the group can do it. Is anyone an accountant / auditor? --Doc James (talk · contribs · email) 10:26, 20 June 2010 (UTC)

Regional wings[edit]

I think we can add amendments to deal with regional wings if these were every to arrive. Right now there seems to be barely enough interest to get a Canadian group up and running.Doc James (talk · contribs · email) 09:36, 3 August 2010 (UTC)

  • I consider the matter of regional representation to be of primary importance. I do note that in the current "steering committee" list all the names are from BC or Ontario. There are none from Québec, let alone the other provinces. The Quebecers have let it be known that they would want their own separate chapter, operating solely in French. I disagree with that just as much as I disagreed with the notion that there should be a Catalan chapter separate from that of Spain. If Québec is to participate fully in Wikimedia Canada its adherents must be made to feel welcome. One way to do that is to ensure that provincial (and regional) chapters have a high degree of autonomy. Nevertheless it must be clear that provincial chapters come under a broader umbrella. Eclecticology 08:02, 5 August 2010 (UTC)
  • I think that it would be useful to have a semi-autonomous Quebec wing within WMC; that would be a lot better than having two chapters competing for members and donations in the province. I also think it would be a welcoming gesture to the people trying to organize Wikimédia Quebec to mention regional wings in the bylaws. As for current Quebec representation, I sent a message to User:Antaya—a francophone who has done a lot of work for WMC—to invite him to put his name on the directors list and come to Sue's meeting. If he doesn't sign up, some more people should invite him. –Arctic.gnome 08:15, 5 August 2010 (UTC)
If there is a desire to have regional wings than yes lets. I spoke with some of those involved with Wikimedia Quebec and they were adamant on doing it independently. If we could create this together it would mean less paper work for all of us. Only one charity license needed. Doc James (talk · contribs · email) 05:57, 6 August 2010 (UTC)
If someone wanted to set up Wikimedia Quebec as an independent organization (not as a wing of Wikimedia Canada), then they would require our permission according to WMF rules. My friendly, compromising wikipedian instincts say that we should allow them, but the practical part of my brain says that it would be a bad idea. Having an independent Wikimedia Quebec would mean one of two things for us: 1) we tell all Quebecers (French and English) that they are not allowed to join Wikimedia Canada, or 2) we have two Wikimedia chapters competing with eachother for memberships and donations within Quebec. Both of those sound like bad ideas. Having semi-autonomous wings within Wikimedia Canada may solve this problem, although it means we have to figure out a bunch of things like how donations are shared and how the wings are represented in the main body. --Arctic.gnome 09:33, 6 August 2010 (UTC)
Yes I agree and I think we should apply to hold rights over the entire geographical area of Canada when we apply to Wikimedia. Thus Wikimedia Quebec would fall under the jurisdiction of Wikimedia Canada. But of course we would need input from Wikimedia QuebecDoc James (talk · contribs · email) 00:16, 7 August 2010 (UTC)

This conversation is silly. It's like Canada and the USA having a discussion about the western hemisphere. - Amgine/meta wikt wnews blog wmf-blog goog news 03:04, 7 August 2010 (UTC)

I am not sure what you are referring too? Doc James (talk · contribs · email) 03:07, 7 August 2010 (UTC)
My opinion: It's pointless to discuss whether or not Quebec or other sub-chapters/independent chapters can/should exist within/without Wikimedia Canada chapter without discussing it with the people who might be represented by such. It's akin to, say, the USA, Canada and Mexico discussing the rules of a western hemisphere free trade zone, signing it, and ratifying it fully expecting all the other countries would come clamoring in to join it. It didn't happen, did it? Without representation or participation there is neither sense of ownership nor responsibility: the "other" will simply ignore your game and make up their own no matter how you attempt to "own" their sphere of influence. - Amgine/meta wikt wnews blog wmf-blog goog news 03:15, 7 August 2010 (UTC)
This is way off the mark. The FTA is between sovereign nations. We are talking in the realm of Federal/Provincial (or State) relations. Eclecticology 02:20, 9 August 2010 (UTC)
Yes fair enough. The thing is that Wikimedia gives out geographically defined rights for usage of the term Wikimedia. Half of Quebec is English and should rightly fall within Wikimedia Canada. Some of the Francophones from Quebec are talking about setting up Wikimedia Quebec. I guess they would be representing the 50% of people who speak primarily French in the province. However other Canadian provinces also have French speakers who may enjoy ties to a greater French organization. I personally think it would be best to work together and share costs / bureaucratic work load.Doc James (talk · contribs · email) 04:02, 7 August 2010 (UTC)
I haven't figured out whether they intend to represent A) Quebecers of both languages, B) just French Quebecers, or C) French Canadians across the country. I don't like the idea of the first two because they would ban Canadians in Quebec from being able to join us if they wanted to. It might be possible to have two chapters across the country based on language, but I still think that having one large member list would be more efficient and useful (although we may want to split donation lists so that someone could give a donation to just one region). Arctic.gnome 04:28, 7 August 2010 (UTC)
One thing I think needs to be established is why people want a seperate Wikiemeda Quebec. Unless we know that, there's no way we can figure out whether or not we can have a single Wikimedia Canada covering everyone. Tompw (talk) (en) 17:01, 7 August 2010 (UTC)

Proposal[edit]

We could just delay the whole issue for now by adding a line in the bylaws that says "the board of directors shall be empowered to enact funds-sharing agreements with local wings of Wiki Canada. Then we just operate as we would anyone until some group is organized enough to ask for an agreement. Arctic.gnome 04:28, 7 August 2010 (UTC)

Yes I think that would be fair. Than people can direct funds to a local wing.Doc James (talk · contribs · email) 04:43, 7 August 2010 (UTC)
I have requested input from Wikimedia Quebec on what sort of arrangement they wish to see between us.Doc James (talk · contribs · email) 04:51, 7 August 2010 (UTC)
I talked to them during our last steering committee and they agreed that competing with eachother for members in the province would be a bad idea, but I don't know if its the same people there now. Arctic.gnome 05:04, 7 August 2010 (UTC)
Chapcom does not currently support chapters that are based on language. The only chapters which currently do not coincide with a country are those in New York City and Hong Kong. There are very particular arguments for having those chapters that cannot serve as a precedent for other chapters. Once the Federal Chapter is established I would be very happy to see provincial or other regional sub-chapters move forward quickly. Many of the tasks ahead will be better handled by these sub-chapters, but there will still be broader issues better handled at a federal level.
Revenue sharing is a matter of negotiation and budgeting. We don't know what revenue we will have, or where the expenses will arise. If a Quebec revenue source were conditional upon making certain Quebec archival material available to the public, it is understandable that the Quebec wing would get most, if not all, of those funds. We cannot prejudge how any of this will go; we can only hope that some people from Quebec will be there in February to engage in good faith negotiations. Eclecticology 02:55, 9 August 2010 (UTC)
The Catalan-language chapter seems to trying to get permission to operate without a regional base, although they are now using the flag of Andorra, so they might be using that as a loophole. There are people in the Wikimedia Quebec talks to want to be independent, so there may end up being a fight about it, but hopefully a lot of Quebecers will be happy if we come to the table offering a high degree of autonomy to the wings and a way for donors to give specifically to wings. I think that we will be ready to show our bylaws to the Chapters Committee before the Quebec group, so the big question we have to answer right now is whether we need a clause in the bylaws authorizing hypothetical future funds-sharing deals, or wether we can leave it out of the bylaws and worry about it later. Arctic.gnome 06:33, 9 August 2010 (UTC)
Chapcom has definitely rejected a Catalan chapter, though some of would like to see some other kind of association that better reflects the constructive work that they are doing. The Andorra approach has been rejected as not really reflective of what is happening in Andorra. In theory Andorra qualifies as a nation state, but ... After Wikimedia-España becomes functional it will be easier to consider the status of Catalonia or the Basque country or Galicia). Getting our structure done right depends on negotiation. Under the new law we don't need to write the bylaws until after we are incorporated. It suffices to have only the Articles of Incorporation, and to provide an opportunity to develop a fiscal sharing arrangement. If the Quebec nationalists want to get stubborn about their independence, and refuse to participate in negotiations, we can still choose to deal with the more reasonable individuals. Eclecticology 21:12, 9 August 2010 (UTC)
Sorry if I dare to give my 5 cents in an issue thousands of km away from my home in a country I don’t know. (In Catalan we give 5 cents instead of two)
I suggest looking for the way of making the pie bigger instead of the way to cut it.
Witch of all the possible combinations can raise in the Canadian and Quebecoise society more inclination to contribute to Wikimedia movement? --Gomà 16:24, 12 August 2010 (UTC)

Purpose[edit]

This doc says Advancement of Education includes "providing and maintaining museums and public art galleries." And goes on to say "The courts have ruled that an activity which advances education should involve a full and fair presentation of the facts so people can draw their own conclusions." [9] Doc James (talk · contribs · email) 10:10, 26 September 2010 (UTC)

Creating online stores of data on something like commons or wikisource is just as "full and fair" of a presentation as art galleries offer. I think the bigger obstacle for us is the line saying "Only providing information is not accepted by the courts as educational; training or instruction also have to be offered." I'm not sure how strict they are about that, because museums only provide information, not instruction, but they still count. If they say that we are only providing information and not instruction, I think we may be able to try again as "purposes beneficial to the community" under the category of "providing certain public amenities to benefit the community". Arctic.gnome 18:58, 26 September 2010 (UTC)
From what I have read the courts tend to interpret "educational purposes" in a narrow manner, but have been fairly broad about "other charitable purposes". It would be very nice to see educational purposes expanded, but trying to change the effects of precedents that date back to 1601 would be a tough battle, and probably a losing one. "Other purposes" allows us to do all we want, including what is effectively education. Eclecticology 09:12, 27 September 2010 (UTC)

Comments/questions by members ChapCom[edit]

General Remarks[edit]

Overall, the bylaws seem pretty sound and covering most of the important topics. I will specify my comments on sections below. As a general remark/question:

  • you used "Foundation", "Association" and "Corporation" all to refer to yourself, but you even use the actual name (Wiki Canada) - this is somewhat confusing and something you might want to fix.
  • The bylaws mention a French version; could you clarify which version would precede in case of conflicts?

I tried to indicate minor remarks with "(m)" and (imho) critical remarks with "(X)". Usually, minor remarks can be considered as friendly advise and if you have good reasons to do it otherwise, please do so.

Thanks, Effeietsanders 12:43, 30 December 2010 (UTC)
  • Budgetting: Who is responsible for putting together a budget, and which body is the one approving it? There are several possible models used in chapters arounc the world, but it is not quite clear to me which would be applicable here. Effeietsanders 19:08, 1 January 2011 (UTC)

Responses[edit]

  1. The by-laws appearing here are as filed with the Federal government under the old act, and are now officially the by-laws of Wiki Canada. A new Articles of Incorporation will need to be filed within three years of the new Act being declared in effect. It was passed on June 23, 2009, but has not yet been declared in effect. This governmental process has been taking longer than expected. After a new set of Articles has been filed, revised by-laws can be prepared. By-law revisions must be filed with Corporations Canada within a year of their passage so as to be on file, but in the new law do not need to be pre-approved by them.
  2. There are points in the current version with which I disagree, but at this stage I find it more expedient to let things be. The revised by-laws can then be adopted by a wider membership.
  3. Article 1 provides for the use of the term "the corporation" throughout, but no ambiguity would arise from using the actual name. The terms "association" and "foundation" appear in one article each, but should be replaced in due course.
  4. When a French version is adopted neither the French nor the English version would have precedence over the other.
  5. It is a usual for directors to prepare a budget, and present it to the Annual General Meeting for approval.
  6. Eclecticology 12:04, 8 January 2011 (UTC)

Art. 4 & 10: Directors[edit]

  • (m) These two articles have some overlap, and it would make more sense to put them together in one article. Effeietsanders 12:43, 30 December 2010 (UTC)
    • Article 4 should have only the first clause as legally required for the Articles of Incorporation. The other sections clauses there were struck out before, but inexplicably reinserted. The heading "By-laws" should precede the part on membership. Details of the directors belongs in 10. Eclecticology 11:59, 8 January 2011 (UTC)
  • What is a "recognized project" as referred to in 10.5.c? Effeietsanders 12:43, 30 December 2010 (UTC)
    • Whatever the membership chooses to recognize. Eclecticology 11:59, 8 January 2011 (UTC)
      • Let me clarify my question: Does it refer to projects like "English Wikipedia" or rather to "Lefthanded Ontario Wikipedians Outreach Rally"? Can you give an idea of the range? Effeietsanders 18:54, 8 January 2011 (UTC)
        • This is intentionally open-ended. One needs to trust the general membership enough to believe that it won't do anything silly. Eclecticology 23:09, 8 January 2011 (UTC)
          I have to say that these "recognized projects" seem to come out of the blue and make no sense. What was the thought behind this phrasing? Why does Wiki Canada need those "recognized projects?". To give a potential important influence to something that is absolutely not defined seems to be a liability in the conduct of the chapter in the long run. My suggestion would be to just get rid of the recognized projects altogether. An alternative is of course to define those recognized projects, but unless you had a very clear idea in mind when writing this in, it makes no sense to keep it there. notafish }<';> 17:03, 10 January 2011 (UTC)
  • (X) If I read the bylaws correctly, the "regional wings" and "recognized projects" can potentially consist of a minority of the members, but a majority of the board. The model you choose does not seem very scalable by giving them all one representative, and gives certain groups of people double (or triple) voting rights basically. I would advise to find a tweak to this model, where the General Assemblee has a say in which groups can have a representative and which not - that way the creation of such wings and groups is not limited by their potential voting influence. Effeietsanders 12:43, 30 December 2010 (UTC)
    • The "wings" are essentially provincial sub-chapters, so I don't read things the way you do at all. Regional wings could have their own boards, but would each be entitled to one representative on the national board. Eclecticology 11:59, 8 January 2011 (UTC)
      • Let me clarify: There is no statement that the wings should be covering the whole country. Therefore, it would be very well possible that there are 20 wings in Quebec and none in Ontario. Now lets assume that 45% of the members lives in Ontario... that would basically outvote them way too much in a board because each of these wings would again be entitled to a board member on the national board. I know this is a very extreme example, but this approach is basically promoting the wings to split up in as little wings as possible to have as much influence as possible. Effeietsanders 18:57, 8 January 2011 (UTC)
        • Why should the wings cover the whole country? That would defeat the purpose. In the other extreme, having 20 wings in Quebec is completely unrealistic. I can't imagine that the hypothetical 45% in Ontario would ever support recognizing so many wings in one province. Eclecticology 23:09, 8 January 2011 (UTC)
  • 10.5 seems to indicate that 5 is the maximum number of directors that can be elected directly by the membership? Is that indeed the intention?
  • 10.6 only defines what rights observing members do not have. What rights do they have? (for example, the right to put a proposal to vote, the right to attend all meetings, the right to be informed of developments, the right to speak during a meeting etc.) Effeietsanders 12:43, 30 December 2010 (UTC)
    • None. I would propose removing that provision entirely. Eclecticology 11:59, 8 January 2011 (UTC)
  • 10.8 defines that a director can be removed by a 2/3 vote of the General Membership. Is this also valid for the regional wing/recognized project directors (ie, can they be removed by the General Assemblee)? Effeietsanders 12:43, 30 December 2010 (UTC)
    • No. Eclecticology 11:59, 8 January 2011 (UTC)
      • Hmm, that would mean that there could very well be a situation (already with 6 wings) where the General Assemblee is no longer in control of the board majority. Effeietsanders 18:59, 8 January 2011 (UTC)
        • Yes, that's a possibility. Do representative legislatures control who represents individual districts? There may still need to be ways to deal with disruptive behaviour in the context of a single meeting, but that would only provide a short term solution. Eclecticology 23:09, 8 January 2011 (UTC)
  • 10.8.c defines that a regional wing/recognized project director can be removed by his own electorate. However, it does not define the required majority for this. Building forth on 10.8.a/b I would assume 2/3 majority, but this is not entirely clear. Effeietsanders 12:43, 30 December 2010 (UTC)
    • It would be in that group's own by-laws. Eclecticology 11:59, 8 January 2011 (UTC)
  • What is the procedure when a director is (one way or another) removed from office? Does the board remain legally capable? And what happens if the number of directors drops below the minimum of 5? How do you determine the replacements? Effeietsanders 13:02, 30 December 2010 (UTC)

Art. 6: Regional Groups[edit]

  • (m) I would expect a similar (sub)article about Recognized Projects. Am I missing something? Effeietsanders 12:43, 30 December 2010 (UTC)
    • Article 6 is part of the Articles of Incorporation, and as such is kept to the minimum legally required. There is no guarantee at this point that we will ever have recognized projects. Eclecticology 12:33, 8 January 2011 (UTC)
  • This article seems to indicate double voting rights on the board for people who participate in said regional Wings (or groups? Naming is confusing, consistency would be helpful). Or are the members of these wings stripped of their individual election rights in the General Assemblee? Effeietsanders 12:43, 30 December 2010 (UTC)
    • There's no such problem. Members of a wing would vote for the wing's representative as well as all the at-large positions. The term wing is not my preference; it arose in response the WMF's distaste for the term "sub-chapters", which is still the one I would prefer.
  • Is it also possible to establish a regional group without representation on the board? Effeietsanders 12:43, 30 December 2010 (UTC)
    • In the short term, yes until the Board has time to recognize them. They just wouldn't be official until recognized. Eclecticology
    • A similar question, I dunno will it be more than 20 regional groups, if so, according to your bylaws, no more than 20 directors, so possible groups without representations? Also as "each group may elect one director to represent the group", when should they may? Or when may not? Or you will have some further regulation on that? -- ※ JéRRy ~ 雨雨  ※  Was?  ※  14:54, 6 January 2011 (UTC)
      • I expect that the regional groups will be mostly on a provincial basis, so more than 10 or 12 of these is highly unlikely. If it looks like we're headiung for more than 15 we would need a by-law amendment. The groups would still have their own by-laws, so the timing would be based on that, but subject to negotiation. Eclecticology 12:33, 8 January 2011 (UTC)
  • Who recognizes the Regional Wings/Groups? What are the criteria for that? Effeietsanders 12:43, 30 December 2010 (UTC)
    • The Board would extend the recognition, essentially on a geographical basis. I forsee a process that parallels the WMF Board's recognition of chapters. Eclecticology 12:33, 8 January 2011 (UTC)
      • May I ask how you draw this conclusion from these articles? I just didn't seem able to find it. In any case it would make more sense to me to let the approval be by the General Meeting, considering the large influence these wings/projects have. Effeietsanders 19:04, 8 January 2011 (UTC)
      • Are we expected to outline the regional chapter recognition process in the general bylaws? I think the idea was to give Wiki Canada general authority to set out regional chapters in the general bylaws. The process itself would be discussed and outlined later. Jit.Lahiry 20:52, 8 January 2011 (UTC)
        This might be something you want to add in the bylaws then. The process for recognition of regional wings will be detailled in some other document approved by the General Meeting' for example. This will bring some flexibility and also show that you've actually thought the thing through. notafish }<';> 17:01, 10 January 2011 (UTC)
        • While it makes sense that a General Meeting should give the final approval the Board needs a lot of flexibility to negotiate the details. Quebec matters especially need to be approached sensitively to avoid alienating those who could too easily become supporters of a separate Wikimedia Quebec. There are already some individuals who would be more than happy with that situation. Eclecticology 23:26, 8 January 2011 (UTC)

Art. 8: Membership[edit]

  • (m) 8.1.b: Why is there a restriction to Canadian citizens / people living in Canada? Why can't someone living in the US just across the border or in Greenland not join Wikimedia Canada? Or someone who lives in Zimbabwe but feels very Canadian and would like to support your activities from a distance? What is the reasoning here? Effeietsanders 12:43, 30 December 2010 (UTC)
    • It's a Canadian chapter. Eclecticology 12:39, 8 January 2011 (UTC)
    • It also simplifies a variety of other administrative issues including director elections from the member pool (who have to be Canadian residents by law) Jit.Lahiry 20:54, 8 January 2011 (UTC)
  • 8.9.d: Are there criteria based on which the directors have to make this vote? Or can they expell everybody they do not like? Because I do not see an appeal procedure to the General Meeting for example. This sounds tricky, because it leaves a very clear loophole where the Board could expell all (critical) members except themselves and then run the Corporation as they like. Effeietsanders 12:43, 30 December 2010 (UTC)
    • I agree. It's not a provision that I support. Eclecticology 12:39, 8 January 2011 (UTC)

Art. 9: Members Meetings[edit]

  • (m) 9.3: This article very explicitely states that the meetings will have to be electronically. I understand why electronically might be preferable considering the size of your country, but would it make sense to also allow for in-person meetings where people can call in for example? I could imagine that at some point, you discover that a certain topic is not well treated on an electronic meeting method, and you would want to have a real life meeting. Of course subject to the same quorum of members etc. Effeietsanders 12:43, 30 December 2010 (UTC)
I have to agree here, wha might seem like a simplification of the way meetings are held can prove a problem in the future. As a chapter grows, you'll see that there are people who join and are assets who are not comfortable participating in a meeting electronically.I would suggest a more open phrasing, such as "Meetings can be held in a number of ways (electronically, in person etc.)" or something along those lines. notafish }<';> 16:50, 10 January 2011 (UTC)
  • 9.3: "Approved by a quorum of members" - what does this mean? If any 5 members agree with this (ie, the board) then you can run the show? Effeietsanders 12:43, 30 December 2010 (UTC)
    • Same doubts I can see that, 5 people seems dangerous to me -- ※ JéRRy ~ 雨雨  ※  Was?  ※  17:52, 7 January 2011 (UTC)
      • I don't entirely agree with 9.3 myself. Eclecticology 12:52, 8 January 2011 (UTC)
      • This is just for quorum. The actual meeting notice would go to all members as set out in the statute so it's entirely dependent on the members to show up to the meeting. As long as AT LEAST 5 members show up the meeting goes forward. And yes you can run the show at that point.Jit.Lahiry 21:04, 8 January 2011 (UTC)
        I actually don't understand this sentence at all. Aren't the five voting members part of the 20% anyway? Isn't that redundant? Also, what does "for approval of meeting format and for meeting attendance" exactly mean? This needs to be clarified. Allowing for a corporation such as what Wikimedia Canada is bound to become to be run by 5 people seems to me to be quite dangerous. All it takes is 5 members getting together, calling an assembly at some odd time where nobody else can show and make decisions that affect the whole? This is strange. notafish }<';> 16:50, 10 January 2011 (UTC)
        • I think a change to "5 people or 20% whichever is higher" would likely solve this concern. It might not be a good idea to have a very big quorum in a geographically huge country as Canada if there are no procedures in place for secondary meetings if a quorum is not reached, but some sensible minimum should be applied and it sure is more than 5 people out of the many dozens or more members you will surely have. --Dami 18:31, 10 January 2011 (UTC)
  • (X) 9.7: it is not clear to me what you mean with a "majority" both here and in other articles. Do you mean 50%+1 of the total membership, or 50%+1 of the present members, or another definition? Effeietsanders 12:43, 30 December 2010 (UTC)
    • This term is normally interpreted as a majority of those present and voting. Majority of total membership wuld need to be spelled out. Eclecticology 12:52, 8 January 2011 (UTC)
  • What is the procedure in case of a tie vote? Effeietsanders 13:02, 30 December 2010 (UTC)
    • The proposal fails because it doesn't have a majority. Eclecticology 12:52, 8 January 2011 (UTC)

Art. 11: Meetings of directors[edit]

  • 11.3: The method of meeting has to be agreed upon by all directors. This leaves an opportunity of a single director to create a deadlock by disagreeing with any method to meet, and therefore any method of making decisions. I would assume a normal majority should do? Effeietsanders 13:02, 30 December 2010 (UTC) I
    • Yes, logically this could be possible.Jit.Lahiry 21:11, 8 January 2011 (UTC)
      • "Agreed upon by all directors" was a later addition which I do not support for similar reasons. Eclecticology 00:58, 9 January 2011 (UTC)
        • Again, this is a potentially dangerous situation, which does not really have to be decided in the bylaws. I would leave this out. Giving too much power to one single person is a bad thing (tm). notafish }<';> 16:52, 10 January 2011 (UTC)
  • 11.4: does not leave a lot of space for emergency meetings to make quick decisions. Would it be an idea to allow a waiver of this 14 day term when all directors (or a supermajority) agree? Effeietsanders 13:02, 30 December 2010 (UTC)
    • A waiver of notice exists in Article 19.Jit.Lahiry 21:11, 8 January 2011 (UTC)
      • A provision should be added when the by-laws are revised to allow for emergency meetings in pre-defined circumstances. Those meetings would only be allowed to deal with the specified emergency. Applying a blanket waiver of notice here would not be wise. Eclecticology 00:58, 9 January 2011 (UTC)
        • Maybe this is a question that's better suited to the mailing list. It's not a simple job to codify emergency situations and each would presumably require current or advance consent from each board member. Art. 19 does address that issue and while it is somewhat all-encompassing, you have to judge trying to cover every situation against the probability of its occurrence. Jit.Lahiry 18:51, 9 January 2011 (UTC)

Art. 13: committee members[edit]

  • (m) 13.6: Why isn't it possible for the board to create such positions from regular members? Or even non-members? I could imagine people who have no interest at all in participating board meetings, but who would like to fill a special representative role where a title could come in handy. Effeietsanders 13:02, 30 December 2010 (UTC)
    • Advisor can be a non-director who in turn can fill this titled position.Jit.Lahiry 21:13, 8 January 2011 (UTC)
      • I don't completely agree with the wording of this one, and it is probably in the wrong place. All activity of Wiki Canada must be traceable to a responsible Board Member. All employees (when we are big enough to afford them) need to be answerable to a Board member. Eclecticology 01:17, 9 January 2011 (UTC)
        • Not a Board Member but the Board itself. Keep in mind that the bylaws have to be consistent with statute, which it is in this case. I'm not sure I understand why the wording is poor for this clause? Jit.Lahiry 18:38, 9 January 2011 (UTC)
          • As I understand it, it places all potential "professional volunteer help" at the board level, rather than at a member level. My experience with other chapter is that there are a number of members who volunteer to hold such "positions" as you describe them who are not on the board of directors. To confine these titles (and hence the skills that they encompass) to directors seems to keep out a number of interested and skilled volunteers out of the loop, which might hinder the development of the chapter in the longer run. notafish }<';> 16:58, 10 January 2011 (UTC)

Art. 15: By-law amendments[edit]

  • Similar to a question before: supermajority of members or of members present? Effeietsanders 13:02, 30 December 2010 (UTC)
    • I believe it has been answered. Two-thirds is a supermajority. Jit.Lahiry 21:18, 8 January 2011 (UTC)
      • "2/3" is a clearer term than "supermajority". "2/3 ... at" seems clear enough. Eclecticology 01:34, 9 January 2011 (UTC)
  • 15.2: Why do the regional wings have this position, but the recognized projects don't? Effeietsanders 13:02, 30 December 2010 (UTC)
    • Projects have direct supervision under the corporation. Regional chapters are given the same degree of autonomy that WMF gives all chapters.Jit.Lahiry 21:18, 8 January 2011 (UTC)
      • That's pretty well it. Eclecticology 01:34, 9 January 2011 (UTC)
  • 15.2: How do individual regional wings approve these changes? With a normal or 2/3 majority? Effeietsanders 13:02, 30 December 2010 (UTC)
    • The chapters as a whole would vote as single entities. This of course would be done through a decision made by the board of directors. Again, a similar setup to what WMF has with the chapters.Jit.Lahiry 21:18, 8 January 2011 (UTC)
      • Similarly, a resolution of the WMF Board is not automatically binding on chapters, since they are autonomous under separate legal regimes. If the WMF wants that, new chapter agreements will be needed. Eclecticology 01:34, 9 January 2011 (UTC)

Art. 17: Auditor[edit]

  • (m) 17.2.b: Why is it not allowed for an editor to be a committee member? That way you might exclude either some very capable people from joining committees or becoming auditor. Effeietsanders 13:02, 30 December 2010 (UTC)
    • An auditor has to completely independent from the corporation. That means they cannot hold any kind of title or interest in it.Jit.Lahiry 21:23, 8 January 2011 (UTC)
      • Essentially yes. In theory, auditors represent the interests of the general membership in relationship to the leaders of a corporation, and insure the proper use of funds. They must deal at arm's length with the directors, but this should not prevent them from being ordinary committee members. Eclecticology 01:53, 9 January 2011 (UTC)
        • No an auditor is a professional with a duty mandated by its profession to create an unbiased report. It is a serious breach for an auditor to be involved in the corporation that it is auditing including being in a committee (at least in Canada). But if you mean an auditor for IBM can act as a board member for HP or vice versa, yes that is technically possible. Also note that auditor and audit committee are two different entities.Jit.Lahiry 18:43, 9 January 2011 (UTC)
  • 17.4.f: could you elaborate a bit on the meaning and intention of this sentence? Effeietsanders 13:02, 30 December 2010 (UTC)
    • Requirement for auditors. To be independent and unbiased, they require all information that is available including information from outgoing auditors. This bylaw is somewhat unnecessary since it is codified under law and professional accounting standards.Jit.Lahiry 21:23, 8 January 2011 (UTC)
      • Agreed. The new Act has detailed rules around this. Eclecticology 01:53, 9 January 2011 (UTC)
  • This article insinuates that the financial report has to be approved by the Annual Meeting (which would, imho, be a good thing) considering that it is only filed after such meeting. However, this is not explicitely stated. Is this already covered by law? Effeietsanders 19:07, 1 January 2011 (UTC)
    • It doesn't have to be approved since there is nothing to approve. It's a report of the past. However it must be reported at the AGM which is already set out.Jit.Lahiry 21:23, 8 January 2011 (UTC)
      • It is normally prepared before the AGM, not after. Eclecticology 01:53, 9 January 2011 (UTC)

Art. 18: Finances[edit]

  • (m) 18.1: "No loans shall be contracted on behalf of Wiki Canada" - this directly contradicts with art. 8.7, because advance payment is basically just a loan of a member to the association. But the idea seems good. Effeietsanders 13:02, 30 December 2010 (UTC)
    • Advance payment is not a loan. Wiki is not indebted, there is no collateral and it does not pay interest to the member.Jit.Lahiry 21:26, 8 January 2011 (UTC)
      • Yes. The two are treated differently on a balance sheet even if they both appear in the liabilities section. A bill for electricity is also an indebtedness and a current liability (no pun intended), but is not normally treated as a loan. Such expenditures are usually included in the annual budget. Eclecticology 02:03, 9 January 2011 (UTC)

Art. 19: Waiver of Notice[edit]

  • OK, I have to admit I just don't get the meaning or intention of this article. Could someone try to explain this in a sentence? (don't need to know details, but the basic idea) Effeietsanders 13:02, 30 December 2010 (UTC)
    • The actual heading of the article should have been "General Provisions". It just bundles in the amendment of bylaw provision (supermajority), waiver of the notice requirement (each person accepting expedited notice or no notice at all signs off to that effect), and general interpretation guideline (he/she/it are the same, singular/plural interchangeable, person/corporation the same).Jit.Lahiry 21:29, 8 January 2011 (UTC)
      • Agreed. Eclecticology 02:05, 9 January 2011 (UTC)
        • I'll blame my utter incomprehension of this article on my bad English. This actually makes no sense whatsoever to me. Not a big problem per se, but I would like the opinion of an English speaker to tell me if this actually makes sense. notafish }<';> 16:53, 10 January 2011 (UTC) Scratch this. I reread the whole thing and it was explained to me, so it's nothing of real importance compared to other concerns. notafish }<';> 17:54, 10 January 2011 (UTC)

Chap comm[edit]

Any further comments / questions? All seem above seem to be answered. --Doc James (talk · contribs · email) 17:23, 9 January 2011 (UTC)

If I have to summarize, the important changes that need to be made are:
  • The blur around recognition of regional wings, given their importance in managing the corporation
  • The recognized projects which are not defined anywhere, for the same reason.
  • The blur in the quorum (5 people, 20% etc., art. 9.)

The rest are rather practical questions, or minor inconsistencies that should be addressed in any case when the bylaws are changed. The questions above need to be addressed before the chapcom can come to a point where we feel comfortable to recommend the recognition of Wiki Canada as a Wikimedia Chapter.

These are some potential changes that could solve the above issues:

  • On regional wings
    • introduce more clarity in the bylaws about how regional wings will be recognized, or demoted (and with them, a director appointed or demoted)
    • OR make sure that the process of recognizing regional wings is detailled somewhere else, but that the General Meeting has a say in its implementation (approves the process for example)
  • On recognized projects
    • Explain what they are
    • Preferably, get rid of them altogether
  • On quorum
    • Up the percentage of necessary people to make decisions (clarify article 9 so that not 5 people can decide of the fate of the corporation)

I want to stress that it is our (chapcom's) responsibility to make a recommandation to the board that we can defend. While the board of the Wikimedia Foundation makes the final decision as to whether a set of bylaws is sound to be the foundation of an organisation that will represent Wikimedia in a given geography, they do so upon our recommandation. As such, it is of the utmost importance that chapcom try to be thorough in their review of proposed bylaws. We are not trying to nitpick, we are not evil and trying to jeopardize the efforts of volunteers who have spent hours on end trying to put something together. As a matter of fact, we also are volunteers and our remarks are drawn from experience of other chapters/organisations that worked or didn't. While we may be sometimes biased in some of our comments due to our "organisational" and "cultural" background, we try to understand and to be fair, and recognize that there are things that we don't master in a given jurisdiction. Unfortunately, the three above mentionned issues, when looked at with sustainability in mind, stand out as show stoppers. These are real issues, that may endanger the sound development of the chapter, and we cannot in good faith let those go.

I want to reiterate here my confidence that we are nearing the end of this process, and there are always good solutions to be found to what may seem difficult problems. I urge all of the people involved in the hard work of writing the bylaws to not lose their motivation but on the contrary to take our outside view as a help, which will pay in the future. All of us in the chapcom are open to answer any further questions you may have. notafish }<';> 07:54, 11 January 2011 (UTC)

  • Regional Groups: The operational article for forming regional groups (or wings or sub-chapters, which terms are currently used interchangeably) is #6. That establishes that the corporation will make the decisions on a geographical basis. While I have no strong objection to the decision being made by the membership at large, pragmatism would suggest that the decision could be more efficiently made by the Board. After all the WMF does not put chapter approval to a referendum for each proposed chapter. Having a minimalist provision at this stage will allow greater flexibility for negotiation, particularly in the delicate issue of Quebec. There are enough individuals there who would prefer a unilingual and completely independent chapter. This would not be to the advantage of linguistic minorities.
    Just to make one thing clear. I do not propose that the General Meeting make the decision on _each_ regional group, definitely not, here I agree with you that this is too much trouble. I also thinks it makes sense for the board to be making that decision, as opposed to the general Meeting. However, I think that a "process" as to how those are approved by the board, and under which conditions (must be a regional group with at least X members, must not overlap with another regional group, must agree to abide by the mission of the national chapter etc. - note these are wild ideas, the reality can come up with totally different conditions) should be approved by the General Meeting. This process would then give the board complete authority as to the approval itself, but would allow for a framework to be developped that does not give the board to say "yes" or "no" just because they got up on the wrong foot, and give a recourse for regional groups that have been denied if the board does anything that makes no sense. notafish }<';> 14:53, 11 January 2011 (UTC)
  • Recognized projects: No such projects are foreseen in the near future, so it could be removed for now. Should the need arise in the years to come it should be easy for us to re-insert it.
OK. notafish }<';> 14:53, 11 January 2011 (UTC)
  • Quorum: I do not myself agree with the quorum provision, (and also have other issues with that article). It previously read as the lesser of 20 members or 20%; I would now prefer the greater of 5 members or 5%. The reality is that even 5% may be difficult to achieve on a national basis. We will probably need a provision to deal with what happens when a quorum is not achieved. Having meetings only electronically won't work either.
OK notafish }<';> 14:53, 11 January 2011 (UTC)
  • Practical realities:
  1. The need for a Canadian chapter has been in the works for a long time and has had many false starts. Many people showed interest as long as someone else did the work. Very few would so much as give simple comments about the by-laws. There was never a critical mass to allow any conclusions to be drawn about what Canadian Wikipedians wanted.
  2. In the background there has been an impending complete revision to the Canadian federal law for non-profit corporations. The non-controversial law was passed on June 23, 2009 but has not yet been declared in effect. All corporations organized under the old law will be required to adapt its by-laws within three years of the new law coming into effect.
  3. Under the old law some by-law changes must be pre-approved by Corporations Canada. Under the new law by-law changes only need to be filed within one year of their passing, and will not be reviewed by Corporations Canada.
  4. James and two others incorporated Wiki Canada under the old law, and received letters patent dated November 10, 2010. I do not agree with some of the by-law changes that he made, but the choice was between continuing debate of the by-laws and getting something done. The by-laws that you see are now an official document.
  5. As a legal corporation we can now solicit memberships. Memberships will allow us to determine who can vote and ensure that the by-laws are supported by a broad assortment of people.
  6. Before there can be any more changes can happen to the by-laws, whether I want them or not, two things must happen. 1. There must be a formal meeting of real members to approve those changes, and 2. The new law must be in effect. Eclecticology 11:39, 11 January 2011 (UTC)
OK. Thanks for this clarification. I understand the problem better now. We've been through something of the kind with Wikimedia Norway, which incorporated before we could review their bylaws, we actually saw this through, so it can be done. The solution I see here is the following:
  • While it is not the best solution, and I am aware of that, Wiki Canada should pursue its membership sollicitation as Wiki Canada, in order to make things go forward and have more people pitch in as to what they want or don't want.
  • I hear you in that the changes in the bylaws might take some time (for whatever administrative or other reasons) but they are necessary for the WMF to be able to recognize Wiki Canada as an official chapter.
  • This, however, does not mean that Wiki Canada cannot work to support Wikimedia projects. There are, after all, a number of unofficial groups, or would-be chapters, working to support Wikimedia and not being chapters (among them, the Kenyans, the prospective Wikimedia Spain etc.). I am pretty sure the WMF will support Wiki Canada's work in every possible way, even if it is not yet an official chapter.
  • While an active and official use of the Wikimedia mark at this stage is not possible, there is nothing that prevents Wiki Canada from stating very clearly that it is actively pursuing recognition by the WMF, and working closely with Wikimedia as a whole. At this stage, Wiki Canada is the closest we've ever been to getting a Canadian chapter, so it's not like the WMF is going to turn around and allow another group of people to start a Canadian chapter. I am also ready to make sure that we open as many doors as possible to Wiki Canada to participate actively in Wikimedia chapters activities (board people should join internal, participation in meetings/events should be sought, that kind of stuff.)
Two other questions, which I think have been answered somewhere, but which I don't find.
  • How complicated is it to change the bylaws under the old law?
  • What's a possible timeframe for the new law to become effective?
Thanks, notafish }<';> 14:53, 11 January 2011 (UTC)
  • To change the bylaws under either regime will first require that they first be amended on the basis of the rules within those bylaws. That just again begs the question of who can vote for the changes, and what procedures are to be followed. Under the old law, when that is done the proposed bylaw changes (really only a part of them) must be submitted to Corporations Canada for approval, and it is only after that they become effective. Under the new law the filing is for information only.
  • Under the new law, only the Articles of Incorporation need to be filed for a new Corporation, or to roll over an existing corporation to satisfy the new law. This was essentially the first seven articles of the existing bylaws as I last worked on them. Under the new law, the by-laws (effectively the rest of the present document) need not be passed until after incorporation.
  • The change to the new Canada Not-for-profit Corporations Act has never been controversial, except as it relates to the usual government foot-dragging. Last summer a regulatory hurdle about the fees charged under the new Act was passed without controversy. So it may very well be that the only delays now relate to establishing administrative procedures under the new law. I would like to believe that the change is imminent, mais les fonctionnaires ne se pressent pas. Eclecticology 05:41, 12 January 2011 (UTC)

Organizing this discussion[edit]

To keep this clear we should have each point discussed in its own section. Notafish has put some okays beside the points above. Does this mean things are resolved to chap comms satisfaction?--Doc James (talk · contribs · email) 17:23, 12 January 2011 (UTC)

  • No. It means that there is an understanding about what changes need to be made to our bylaws. The discussions were focused on three main points. There is already a complete basis for understanding on two of them. The point on regional groups requires a little work, but a reasonable basis for agreement is there. Eclecticology 20:02, 12 January 2011 (UTC)
  • I should add that there were other points raised that require consideration, but are not necessarily deal breakers. Eclecticology 20:04, 12 January 2011 (UTC)

Quorum[edit]

Notafish states above "Up the percentage of necessary people to make decisions (clarify article 9 so that not 5 people can decide of the fate of the corporation)". If we look at Wikimedia Inc. bylaws here [10] we will see that the minimum number of trustee is 9. There quorum is a majority of these trustees thus there minimum is 5. I am unsure why there is the suggestion that the running of our organization be made more difficult than that of Wikimedia in the USA? Doc James (talk · contribs · email) 17:23, 12 January 2011 (UTC)

  • The issue here is not about the quorum of directors, but the quorum of members at a general meeting. WMF is a corporation without members. This is allowed under Florida corporate law. Eclecticology 19:46, 12 January 2011 (UTC)

Proposed changes to the bylaws[edit]

The Canada group came up with the proposed changes:

  • Strike anything having to do with regional wings and keep it for further consideration within the chapter (when the chapter has more members) as a policy or bylaw amendment. In short, there would be nothing in the bylaws about regional wings for the time being.
  • Same with recognized projects.
  • For the quroum, rephrase as follows: 5 members or 10% whichever is greater for member quorum at membership meetings.

I am, personally, happy with those changes which address the sticky points. Please confirm that this is OK for others too. notafish }<';> 07:43, 27 January 2011 (UTC)

Thank you for the update. I think that taking the opportunity to re-think the exact structure of the regional wings and approved projects is a very good thing. I'm sure you can come to a good working solution, but that might take some time.
I am very OK with the height of the quorum, but still have some reservations about the exact formulation of the clause regarding the choice of the medium. 9.3: "Meetings shall be conducted electronically through an easily accessible medium, either text-based or teleconference, chosen by the Board of Directors and approved by a quorum of members." - I have heard several different explanations of what this exactly means. I suggest that when you change the height anyway, you also change the formulation here. A possible wording would of more clearity would be: "(...) chosen by the Board of Directors and approved through an online poll amongst the members with the same quorum as required for the actual meeting". This would have the same meaning as what I understood myself to be intended, but is less multi-interpretable. Explanations of the old wording included (and these are not made up by me): "We will just see who shows up and whether that consists of a quorum. If it does, we fulfilled the requirement", "We will start each assemblee if this is the preferred method, and have a vote with the quorum", "We will send out an email, and reactions fore and against are counted and the majority wins (incl. a quorum)" and "We will send out an email, and as soon as 'a quorum' answered positively, irrespective the people against, there is approval". Just to indicate the confusion :) Effeietsanders 14:23, 27 January 2011 (UTC)
I can agree with the proposed changes. As Lodewijk suggests, we would really welcome a process explanation on how the format of the meetings are chosen, and also remind that while implementing the above changes you have an opportunity to fix any of the smaller mistakes (typos, inconsistencies, wrong headings) of the documents as well. --Dami 06:32, 28 January 2011 (UTC)
I am not entirely sure I understand how regional or other sub-national autonomous entities can exist within the currently described structure. All other suggested changes seem okay. - Amgine/meta wikt wnews blog wmf-blog goog news 16:17, 4 February 2011 (UTC)
The issue is that we suggested some changes in the bylaws regarding the regional wings and recognized groups - in our opinion the descriptions and procedures had some serious flaws. After some conversation, we reached the possible temporary solution to remove these structures from the bylaws, approve that, and then give it time to re-discuss those structures, implement them in the bylaws and resubmit that to the chapters committee (before passing it through the General Meeting!). It is still suboptimal of course, but probably the best that can be reached right now. Of course this shouldn't stop (imho) regional groups to organize themselves within Wikimedia Canada - it just will not provide them with the support the bylaws would otherwise provide. Effeietsanders 12:54, 11 February 2011 (UTC)
My apologies if this sounds impertinent, but as members of the ChapComm and the WMF have commented that Canada is a broad and diverse region for which a single national chapter could not be representative, doesn't removing all mention or recognition from the bylaws seem to imply only one Chapter will be allowed by ChapComm? If ChapComm is supportive of autonomous organisations within Canada, or not supportive, it should make that clear now while it has the opportunity to avoid future conflicts when such self-organising groups attempt to appeal to ChapComm. - Amgine/meta wikt wnews blog wmf-blog goog news 16:18, 11 February 2011 (UTC)

According to this Wiki Canada page these changes were approved Feb 9 by their board and submitted to the government of Canada. So, apparently this discussion is moot(ed).