Talk:Wikimedia New York City/Bylaws/Archive 1

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Sources

The first draft has been primarily derived from the bylaws of The Internet Society Chapter of the Greater New York Metropolitan Area, The Wikimedia Foundation, Inc., and Wikimedia Pennsylvania. Comments ans suggestions would be greatly appreciated!--Pharos 01:06, 8 May 2008 (UTC)

Addition of Pennsylvania to our "Geographic Area"

I have added Pennsylvania to our "Geographic Area" to accommodate several Wikimedians from the Philadelphia area who wish to be involved in our chapter. These good folks previously worked on the pioneering but abortive Wikimedia Pennsylvania. We will still be an NYC-focused group, with our meetings in NYC, etc., but I think it will be beneficial to open this up to a slightly broader regional participation, since these folks have expressed a serious interest. Thanks.--Pharos 21:01, 17 November 2008 (UTC)

Just a question (more so out of curiosity), how could members in Philly participate in meetings in NYC? I am not familiar with the geography of the region, but it looks like it is some 100mi between the two cities. Wouldn't this place PA members at a disadvantage? - Nathan Carter (Talk) 22:52, 12 December 2008 (UTC)
The trip takes 2 hours by Chinatown bus, and some folks have come to NYC meetings from even farther afield. The idea here is to welcome a dedicated group who perhaps don't have the numbers in Philly to build a chapter on their own yet. In future, of course, we could always devolve or amicably separate as our activities mature across the region.--Pharos 23:55, 12 December 2008 (UTC)

Review process ending December 1

These bylaws are currently the subject of a scheduled 2 week review process, starting November 17 and ending December 1. Keep in mind that we will also be able to amend the bylaws in future, as the chapter evolves. After December 1, presuming consensus on the bylaws emerges, we will finally be able to file for official status with the Chapters committee and then the WMF board.

It would be ideal for every member of the chapter to voice their opinion in this discussion. It is also helpful to add an explanatory comment with your signature.

I support the bylaws as currently written

I support the bylaws for the most part, but have a minor disagreement

OK, I've implemented this.--Pharos 16:01, 21 November 2008 (UTC)
OK, I've now also added that Board can adopt special rules of order, which can modify Robert's procedures, but can't go against the Bylaws.--Pharos 17:31, 22 November 2008 (UTC)
On reconsideration I have removed this, as an ill-fitting addition, as this is a small group and none of us are parliamentarians (and the one person who has requested this, Stifle, does not actually plan on participating in the Chapter).--Pharos 14:37, 29 November 2008 (UTC)

I do not support the bylaws

Typo/error in Article IV, Section 2

The section currently reads "...no more than seven (9)...". I'd fix it, but I don't know if I should fix it to seven or nine. Elipongo 00:57, 19 November 2008 (UTC)

I think seven (7) is better than nine (9). Boards with nine people tend to be hard to manage. Five would be good if all directors attended all the meetings but with this sort of things it would be hard to get quorum with five (3/5) rather than with seven (4/7) --Mblumber 02:52, 19 November 2008 (UTC)
Hmm... originally I had set it to 7, but changed it to 9 after our September meeting resulted in 9 actual members of the interim board. I agree though, that all other things being equal, 9 is a bit large.--Pharos 23:50, 19 November 2008 (UTC)
OK, I've clarified to nine (9) for now, because well, we had to go with something, and we already have that interim board. Remember of course this is a maximum number, which can also be changed later, and besides we cannot be sure that every member of the interim board will wish to proceed to the next stage of the process. Thanks.--Pharos 23:56, 21 November 2008 (UTC)

other typos, etc.

Article II, section 3:

" with the understanding other chapters may be established in overlapping geographic areas, who live or work in the states of New..." should be
with the understanding that other chapters may be established in overlapping geographic areas, also open to people in this area.
OK, I've put in a version of this now.--Pharos 23:21, 19 November 2008 (UTC)
Art.III People who are from outside the region but who nonetheless do attend meetings -- are they "out of region members"
"Out of Region Member status shall be waived for ..." does thismean that they may become in-region members.
I suggest defining " in region members." rather than members: for example, "members may be a/ in-region members, b/out-of-region-members, or c/ honorary members.
Anyone who attends meetings is a regular member, no matter where they live. The intention is that those who do not attend meetings will also be counted as regular members if they receive a special waiver, yes.--Pharos 23:25, 19 November 2008 (UTC)
OK, I've reorganized and clarified this section.--Pharos 05:21, 21 November 2008 (UTC)

art. IV. six meetings in the BOD a yearin addition to tthe chaptermeetings are probably excessibve--I doubt we will have that much business. Special:Contributions/DGG 22:40, 19 November 2008 (UTC)

I was intending that BOD meetings generally coincide with chapter meetings. I've tried to clarify this now.--Pharos 23:16, 19 November 2008 (UTC)

General discussion

These are a nice, flexible set of by-laws, well done! I do have a question though: Although it is implied in Article III, Section 7 that members other than Out of Region Members may participate in elections, the rights of members (other than the privilege of paying dues) are not defined. I assume that regular members have the right to vote for the Members of the Board and for any officers standing for election? I don't mind the Board having pretty much free-reign otherwise, since that's the way things usually actually work in volunteer organizations regardless of what the by-laws say, but I don't think I'm comfortable with the idea of the Board getting to decide who among the membership is allowed to vote for them. Elipongo 01:42, 19 November 2008 (UTC)

It is indeed intended that all regular members have the right to vote for the Members of the Board and any other officers standing for general election, and I've tried to clarify this now. I think we're leaving open the possibility for the Board to designate a couple of special officers on its own (for example, designating an Assistant Treasurer), who would not themselves be Members of the Board, and who would not need to be approved in a general election.--Pharos 03:54, 19 November 2008 (UTC)
That sounds reasonable as explained. — Becksguy 01:45, 25 November 2008 (UTC)
Ah, Pharos, but I don't think the proposed articles support this:
It is indeed intended that all regular members have the right to vote for the Members of the Board and any other officers standing for general election
How do the Articles, as presently written (00:45, 25 November 2008 by Pharos)), support the text rendered in bold above?
  1. Article IV paragraph 4 establish that general (I presume meaning 'regular') members of the organization nominates and elects Board of Directors members annually. Article VII paragraph 6 prescribes that the form of that election will be plurality-at-large
  2. Article V paragraph 1 unambiguously states that the Board of Directors nominates and elects Presidents from among its membership, and elects Treasurers, Secretaries, Vice Presidents and other special offices (Press Director) from the (regular?) membership at large. Article VII prescribes that the form of those elections will be by plurality vote, but makes no statement about the constitution of the electorate. The constitutions of various electorate are established only by Article IV (electorate for Board of Director: regular members) and Article V (election of officers by the Board of Directors only.).
As presently written, the Board of Directors elects its own officers after being elected by the regular membership. Do we want that? Gosgood 16:46, 25 November 2008 (UTC)
Yes, that's correct. My example should have been Treasurer, not Assistant Treasurer. We have a general vote for the Board of course, because that body should express the broad view of the membership, but when it gets down to particulars like a choice of Treasurer, my reasoning is that this would best be handled by a small group. And for a position like Treasurer, it would be quite likely for us to pick a non-Board member for that if none of the Board members were fiscally qualified. The idea of "other officers standing for general election" was added with Chapter-selected Board seats and similar delegate-type systems in mind. Thanks.--Pharos 01:28, 26 November 2008 (UTC)
I've tried to clarify this further with recent changes. For clarification on specific officers standing for general election, see the new language about "delegate-type officer positions".--Pharos 01:57, 29 November 2008 (UTC)

Dues

This might be off-topic, but approximately what are you talking about for dues each year? How many people do we expect to pay it? What would the money be used for? Mblumber 02:59, 19 November 2008 (UTC)

I think we should have small dues, somewhere between $5 and $20, with maybe different levels for students or those who have difficulty paying. Dues should function primarily as a means of legally registering members, not as a fund-raising tool. I expect perhaps two dozen members in the first year (maybe more). Since at least at first this will be a relatively small amount of money, I think the budget should be used primarily for meeting-related expenses, like renting a library auditorium for a larger-scale Wiki-conference. By the way, I do not think we should specify the dues in the bylaws, but rather in a later resolution.--Pharos 03:33, 19 November 2008 (UTC)
I agree. Sounds good on all counts. --Mblumber 03:57, 19 November 2008 (UTC)

== Good job, Pharos! I concur & support the bylaws as currently written == raina_noor 19:47, 19 November 2008 (UTC)raina_noorraina_noor 19:47, 19 November 2008 (UTC)

I'm OK with the dues as presented here. — Becksguy 01:43, 25 November 2008 (UTC)

Recent clarifications

I have recently clarified the election of the Board of Directors by plurality-at-large voting, and that members must be 18+ to serve on the Board (this last is I think required under state law, and would not take away from the ability of younger members to vote for the Directors or serve in non-Director officer positions). Thanks.--Pharos 16:04, 21 November 2008 (UTC)

Gosgood's nits and picks

Support. What follows are nits and picks, mainly, though I am proposing required attendance of board members at Board meetings.

Bylaws I've looked at for purposes of comparison: Custer Institute, Non-profit dedicated to education of astronomy. Southold, Long Island, New York See also Custer Institute

Article One

I don't understand the purpose of the qualifier " -- or any other similar name which is consistent with the guidelines established by the Wikimedia Foundation, Inc." Seems to be clutter that raises only doubt about what the chapter's legal name is at any given time. I've never seen this vagueness in any other bylaws. I propose striking it.
I borrowed that from the bylaws of the Internet Society of Greater New York. Since we'll be using "Wikimedia" under license from the WMF, I guess they have the authority whether and under what circumstance we can all ourselves "Wikimedia New York City", "Wikimedia New York City Chapter", "Wikimedia New York City Subnational Chapter", etc. Thanks.--Pharos 01:41, 26 November 2008 (UTC)

Article Two

1.5 (fifth bullet point): developing and leading initiatives for the expansion of educational content under a free license or in the public domain;

I don't think a content creator serves his or her own best interest by placing work in the public domain. I think this organization ought to encourage creators to retain copyright and license access under a free-content compatible scheme.
Also, 'free license' is a broad class of things, it is general language, while public domain is a particular way of allowing content (by giving it away). The bylaws should stick to the general realm of 'free licensing' and not encode a particular scheme in its bylaws.
I propose striking the public domain language.
I'm an agnostic on the copyleft vs. public domain question (leaning toward copyleft), but it should be pointed out that the public domain language is there mostly for potential initiatives with old archives that are by their nature public domain, but not yet digitized.--Pharos 01:33, 26 November 2008 (UTC)

3. This Chapter will serve persons who live or work in the geographic area which includes (but is not limited to)...

I find the parenthetical leads me to semantic discomfort. So we serve the citizens of Ghana by a web site produced by our efforts. I'm fine with that, and the parenthetical certainly places Ghana in our service scope, since our service area is not limited to the particular geographic region we mentioned. But the thought comes to mind: Why bother writing (3) at all, since the parenthetical completely disarms the condition stated by the outer sentence? That's the semantic discomfort. It seems to me we have the very same bylaws with or without (3), the parenthetical has voided its meaning.
It seems to me, that -- to prevent various chapters from fund-raising or otherwise abducting geo-centric resources, we really do have to be definite about a service area (no parenthetical). Wasn't that one of the points Kate made in her presentation?
As a chapter, we have to have a geographical basis. But because we're dealing with metro areas, not states (and part of the recent reforms is that we can now apply as metro areas), lines aren't 100% clear. For example, what's the line between Boston metro and NYC metro? But basically, we're defined as the chapter for folks who find it most convenient to come to meetings in NYC.--Pharos 01:52, 26 November 2008 (UTC)

6(iii) I struck 'Trustees' and replaced it with 'Directors.' We do not refer to a body of Trustees anywhere else in this document. This seemed to me an inadvertent use of the wrong word (edit already applied to draft document).

Yeah, it was a typo. Thanks for fixing it.--Pharos 01:52, 26 November 2008 (UTC)

Article Three

No issues.

Article Four

4(i)(ii)(iii) I'm not clear as to the relationship between the first Board and the second. I thought the first Board fully and completely expires with the selection of the second Board. In other words, Members of the first Board have indefinite terms that end with the installation of the board elected by the membership, and the elected members of this second board have definite terms of one year.
The sentence that confounds me is: The term for each seat on the first Board (and each subsequent Board) shall be one (1) year. So will I, as a member of that first board, stand until June, 2009, even though I might not be elected to the second board, and, for a period of time, there will be a board constituted with individuals from the provisional board along side those who have been elected?
I see the merit in this, and I've modified it accordingly. Thanks.--Pharos 02:06, 26 November 2008 (UTC)
I think the effectiveness of the board will be diminished unless attendence by a board member is made binding. Possible wording:
Attendence: Board of Director meetings
Proposal: 3(ii) 'Unless excused by the president, Officers an Board Members are required to attend Board of Director Meetings. The President shall determine and publish from time to time what number of unexcused absences of a Board member constitutes sufficient ground for removal from the Board.'
OK, I have added a clause that Directors will be deemed resigned if they are absent three times within a 12-month period.--Pharos 03:25, 29 November 2008 (UTC)

Annual Meeting ambiguity

Article V refers to an 'Annual Election meeting'. (2)(ii)(iii)
Article VI refers to an 'Annual Business meeting' (2)

Same meeting? If so, shouldn't it have the same name? I would suggest that 'Annual Business Meeting' is the more general title as it concerns significant reports and elections.

Is the Annual Business Meeting separate from or one of the six General meetings?

I agree, it should be the same meeting, and have clarified this. I have also clarified that it may coincide with one of the general meetings.--Pharos 01:27, 29 November 2008 (UTC)

Article VII Just for chuckes and snorts, I'd have dropped a {{Trivia}} tag here, if it was defined in this wiki.:D Gosgood 02:36, 25 November 2008 (UTC)

  • After a night's sleep, I find myself with a stronger opinion: I think this Miscellany article really should be broken apart and its various provisions shifted to more relevant articles. Maybe not before US Thanksgiving holiday, because it is a handy place to put — for want of a better term — amendments, but perhaps around Thursday or Friday the paragraphs of Article VII ought to be put in more relevant articles. For example Paragraph 3 of Article VII, concerning quorums really pertains to Article III, which should define membership quorums, and Article IV, which similarly defines the quorum for the Board. It would make for a more comprehensible document in the long run. Gosgood 13:43, 25 November 2008 (UTC)
I would hope that changes like this, which do not substantively change the meaning of the Bylaws, could be implemented at any reasonable time, inside or outside of the "review process" ending December 1. If we cannot get to them now, I think it would be reasonable and practicable to defer such changes to a later time. Thanks.--Pharos 03:35, 29 November 2008 (UTC)

Board membership

I have two minor suggestions: (1) Increase the minimum membership from 3 to 4. Three seems overly small and if there were only three members, two members could decide major issues by majority vote. A majority of three seems safer. (2) Require that at least one member of the board not be an officer. — Becksguy 02:21, 1 December 2008 (UTC)

OK, (1) seems quite reasonable, and I have added it. As to (2), we only have three "major" officers (President, Secretary, Treasurer) specified in the Bylaws (as well as an open-ended capacity for other officers), so with the change to at least four Directors, there will always be at least one who does not hold one of these offices anyway.--Pharos 19:20, 1 December 2008 (UTC)

Fine as to both. I'm good now. — Becksguy 13:38, 3 December 2008 (UTC)

Feedback on Bylaws

I here give my feedback as being one of the members in ChapCom. When you read the comments keep in mind we are not through discsussing the bylaws in ChapCom and that my comments are not more yet then personal comments.

  • The mebership tiers. I have nothing against your having a two tier membershipstructure, neither that you want to emphazise active participation. But I do believe the wordings of the "out-of-region" membership is not well chosen and that the existing wording emphazasing geography and residence can cause legal problems. One way others have worked is by using wordings of "active" and "supportive" members where the georaphical issue is toned down, but participation is the key (and to participe in local meeting mostly includes local residency).
OK, I have now de-emphasized the geographical aspect and renamed the second tier to "Associate Members".--Pharos 23:24, 12 December 2008 (UTC)
I like what you've done there, Pharos. Associate members sounds like a good way to describe people who wish to support the chapter but do not wish to get involved in its activities. notafish }<';> 21:10, 13 December 2008 (UTC)
I too like this change - Nathan Carter (Talk) 04:26, 14 December 2008 (UTC)
  • Annual meeting. You have no explicit paragraph relating to the annual meeting. This means a certain unclarity relating to how the elction of the board will be done and who will approve the financial statement, and possible revsion of this statement.
I am uncertain exactly what you want here. The Annual Business meeting is described in Articles V and VI, and the Treasurer's duties are described in Article V.--Pharos 00:48, 13 December 2008 (UTC)
Actually, the election is detailled in Article IV, although I find it somewhat confusing, I couldn't make a clear timeline of it (as in, when are people actually nominated to be elected, when does the election take place etc.). I think that what Anders is trying to say is that you might want to list some of the things that are supposed to happen at the (one major-- se below) annual meeting, such as "discharge of the previous board (ie. they've done their job right and we let them go), election of the new board. etc. As it is, Article 4 is very confusing in the board election process and I wouldn't know where to start to elect the new board :). notafish }<';> 21:06, 13 December 2008 (UTC)
  • You have choosen to specify a number of members meetings and board meetings demanded (6 for both of them). From experince I strongly advice you not to be this specific in a bylaw. If by unforseen circumstances it would only be five membershipmeeing the board is reponsible for not working according to the bylaws and could be asked to resign on fomal grounds. Of cource six meeting is a good goal, but the bylöaws is a framwork, not a goal document.
OK, I have changed this to no less than three meetings per year, with six our goal.--Pharos 00:13, 13 December 2008 (UTC)
My advice, along Anders' line, would be to completely take away "goals". They shouldn't be in the bylaws. I would say that a good and healthy number for meetings legally binding are: 1 obligatory all-member meeting a year and at least 2 board meetings (you might want to emphasize the fact that one of those board meetings can happen online, for example). As Anders points out, the bylaws are a framework, not a goal document, and you are free to add for example a less formal document (not legally binding) something like "rules of procedure" or "internal rules" afterwards, which states your goals of 6 meetings/year. Ideally, good bylaws should never have to be changed, and as the organisation matures, you might find that people who are going to be elected (or even who you want to have) on the board and/or members will not be able to commit to the frequency of those meetings. Better set the framework today and do more than have the organisation collapse in two years because you realize that those are goals that are too high. notafish }<';> 20:42, 13 December 2008 (UTC)
I think it is better to have a concrete requirement rather than an abstract goal and a requirement together. It is a little ambiguous. Good bylaws should be clear and concise - Nathan Carter (Talk) 04:26, 14 December 2008 (UTC)
I can see the merit in keeping it to a simple concrete requirement, and so have split the difference at four meetings per year, although I think we shall intend to hold more in any case. I disagree with Delphine about the desirability of having board members who don't attend meetings regularly. That is not the approach this chapter is pursuing; we do not intend to be a mini-WMF, but rather our model is closer to that of the w:Students for Free Culture chapters we have worked so well with locally at Columbia University and NYU. We do not wish to become a "virtual organization", but rather one that is deeply rooted in the local community.--Pharos 02:01, 15 December 2008 (UTC)

I like the general approach on your proposed chapter and hope my issues can be resolved as quickly as possible so I can put my full suppport behind your positive effort. Anders Wennersten 14:36, 12 December 2008 (UTC)

With the changes now made I am happy regaring my comments above. In ChapCom there has now been raised two more concerns:
  • p I, the part after the "," "or...." is not liked and seen as unneccesary and potential ambigous.
  • pVII.2. It should only be the annual meeting who could approval of any changes. As the bylaws are the law and controlling document for the workings of the Board, it could never be accepted that the board by themself enter any changes to the bylaws
Anders Wennersten 10:28, 13 December 2008 (UTC)

May I also suggest deleting or any other similar name which is consistent with the guidelines established by the Wikimedia Foundation, Inc. from Article I. The bylaws should clearly establish the organisation's name - Nathan Carter (Talk) 04:26, 14 December 2008 (UTC)

OK, I've simplified this. This phrasing was originally borrowed from the bylaws of the Internet Society of Greater New York, but I'd be glad to jettison it as inappropriate to our situation.--Pharos 23:26, 14 December 2008 (UTC)
One issue still open
  • pVII.2. It should only be the annual meeting who could approval of any changes. As the bylaws are the law and controlling document for the workings of the Board, it could never be accepted that the board by themself enter any changes to the bylaws
Anders Wennersten 14:12, 15 December 2008 (UTC)
OK, I've removed the bit about "resolving ambiguity". It should be clear that Bylaws changes are solely the decision of the regular membership.--Pharos 20:48, 15 December 2008 (UTC)

Spanish translation

Are there plans to make a Spanish translation of these bylaws? Thanks, WhisperToMe 08:33, 28 October 2011 (UTC)

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