Talk:Wikimedia United States Coalition/Draft bylaws

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Language[edit]

I wonder whether the language could be made plainer? Tony (talk) 08:08, 4 September 2012 (UTC)

We could certainly put together a simplified explanation of what each clause means, if people think that would be helpful. Having said that, I would be hesitant to strip out the legal language from the document itself; in many cases, the particular wording used is intended to comply with specific statutory requirements or precedents, and we're not necessarily in a position to determine whether we would be opening ourselves up to increased legal risk by removing it. Kirill [talk] 12:01, 5 September 2012 (UTC)
I don't buy this argument that language has to be convoluted and, in some cases, archaic, to be legally compliant and precise. That many lawyers indulge in this practice—deliberately avoiding plain, clear English—is their attempt, largely successful, to keep others out. I mean, "shall"??? "herein"??? "at such office"??? Give me a break. Tony (talk) 02:25, 8 September 2012 (UTC)
I will gladly entertain arguments for simplifying the language that come from people who know more than Kirill or I about District of Columbia corporate law. In the meantime, as far as I'm concerned, some smart people said "this is how you do it," and I'm not qualified to rebut them so I won't. harej (talk) 20:19, 11 September 2012 (UTC)
What a pity you've fallen into the trap: it's pretentious language and will be seen as such. Tony (talk) 12:55, 14 September 2012 (UTC)
I completely disagree. It's not pretentious at all - it's legally accurate and responsible. --Varnent (talk) 23:40, 17 September 2012 (UTC)
  • It's über-pretentious. And to think that plain English can't be accurate ...? I'm not sure what "responsible" is doing here. Tony (talk) 13:53, 18 September 2012 (UTC) PS Let's look at the very first, snooty article: "such other offices within or without the District of Columbia as the Board of Directors of the Corporation (the "Board") may determine from time to time". Oh dear. Without. From time to time. That kind of language has been absent from the output of most lawmakers' drafting offices for decades. Tell me, what does "from time to time" add? I guess that's what the drafting bosses wondered in the 1970s. Tony (talk) 14:01, 18 September 2012 (UTC)
I think you have mistaken these by-laws for ones that were developed with a budget that could afford more than copypasting. I do not like the language either but I cannot think of a way to do anything better without either combating the Western legal system or spending more than no money. No one involved in this thoughtfully wrote this. The intent of these by-laws is to follow the language precedent set by other organizations by founding the most generic, common, non-controversial, non-innovative minimal organization which meets government standards of what the most humble organization is. Blue Rasberry (talk) 00:35, 19 September 2012 (UTC)
I also don't like it. Even with a summary up top, the impossibly dense legalese is impossibly dense, and therefore rather undesirable. If the consultants say that it has to be in legalese, find an actual lawyer to make sure it's written right, and do a full (not brief summary style) translation from legalese to human. I do believe that there are several lawyers among the Wikipedia community that can, at the very least, make sure that we got all the terminology right and consistent, even if they don't know DC code, they'll know legalese. Sven Manguard (talk) 02:53, 19 September 2012 (UTC)
Agreed, except I wouldn't ask a lawyer to do it first off (they're trained to keep non-lawyers out of the loop, for commercial reasons). The articles need a thorough cleansing of 18th-century gobbledy, then it can go to a lawyer in case there's any place where a legal nicety has been tripped up (I doubt it). We owe it to the chapter people, and to Meta in general, to stamp out inaccessible language. Non-native speakers might also want to read the rules, too. Tony (talk) 06:55, 19 September 2012 (UTC)
This is a WMF problem and not a chapter problem. When the WMF wants to start promoting clarity in the legal system then they can drop the huge sum of money to outline comprehensible language and fight to make it accepted in various legal jurisdictions. The burden of asking volunteers with no budget to do what you ask is too great and prevents the kind of progress which volunteers are able to make with the time and resources they have. Even having a lay-person rewrite this would be beyond the budget of no money because a lawyer would need to improve it in the end. How could you propose to create a chapter so that volunteers could organize as they like starting soon, and do what you want with the language, with no money? There are lawyers who can rewrite this but fighting legal precedent does not seem like a constructive use of volunteer's time. I would love to see the WMF or some such free culture organization take a strong stand against legal incomprehensibility but anything less than a large foundation doing this is not likely to improve outcomes for others. I would hope that if legal language for founding organizations can be simplified then the language would be robust enough for re-use. Creating a new style of legal language is far beyond the scope of this organization's mission, especially before the organization is registered, but I would love to see anyone develop this in the future. Blue Rasberry (talk) 11:38, 19 September 2012 (UTC)
  • If you can't get together and write a page and a half of text in understandable modern English, drop the proposal, because you'll never generate the dynamic to run this federated entity. Tony (talk) 09:36, 20 September 2012 (UTC)
The understandable English is at the top of the bylaws. What you seem to be requesting is that the chapter force lawyers to approve that. It is actually a common practice to have a reader-facing explanation along with legal jargon, and for example, the Creative Commons license Wikipedia uses does that. I assert that these by-laws are identical in all significant ways to the by-laws of practically all other legally-registered low-budget organizations in DC, and the United States, and the world. Do you dispute this? If not, then why do you think this organization ought to be different? That is the heart of this matter. The proposal is asserted to be orthodoxy and the call is to see to if see anyone has ideas and resources beyond what is usual. What the organization does beyond existing in the most usual legal way is the matter to be discussed in plain English, somewhere else, another time, and I wonder if that is not what you want to do. Do you feel like you are being unorthodox? Do you feel like this proposal is unorthodox? How would you respond if I said that you are proposing to create a sort of extremely uncommon and questionable by-laws which state registrars rarely see? Blue Rasberry (talk) 10:47, 20 September 2012 (UTC)
Not a tenable set of arguments. Tony (talk) 11:51, 20 September 2012 (UTC)
My premise is that orthodoxy is good and that unorthodoxy is bad. I am arguing that what is proposed is orthodox and what you are proposing is unorthodox. This sort of argument has been robust in every culture and in every time period.
That said, what you are doing with the by-laws seems like an improvement to me. It seems like you are keeping the exact intent of the original by-laws but rewriting them in another away. I would never force cosmetic change against the legal system. I have no idea if anyone can review your proposals for free. If it were legally reviewed, and the lawyer did not like it for any or no reason, I would endorse immediately caving and using the orthodox version as a matter of practicality. But if it were possible to accept some or all of your modifications, from my perspective it seems like you are making it better. Thanks for your time and interest. Blue Rasberry (talk) 13:28, 21 September 2012 (UTC)
I disagree with my friend Blue that orthodoxy is beneficial in general, but this is about its least harmful aspect. Let the lawyers be fools where it does not matter. Of all the ways to reform the American legal system, challenging the customary way in which this sort of document is written, would seem the least likely to attain any practical ends. Considering the need to deal with repressive copyright, maladaptive financial systems, prejudicial electoral legislation, hate-ridden immigration regulation, revengeful criminal laws, suicidally weak environmental protection, and the likely successful attempts to reverse the little that has been accomplished in defense of individual liberties and self-determination, putting one's efforts into things like this seems a sub-optimum allocation of effort. DGG (talk) 05:47, 25 September 2012 (UTC)

Section or membership eligibility outlining no financial competition[edit]

Speaking from some experience in coalitions/collaborations such as this - there will come a time when financial competition becomes an issue. It may be down the road, but I would highly recommend addressing it at the start, rather than waiting for it to become an issue - at which point it's too late. Generally this would look like something stating no two member corporations or regional groups will compete for the same application-based funding (usually grants) or individual major donors (although including that could get tricky), unless said funding is not competitive in nature. This basically says that Chapter A won't compete for the same grant as Chapter B in the same funding cycle. It allows for exceptions for things like the FDC - where one group being funded does not preclude the other. But generally a grant-making body, Ford Foundation for the sake of argument, will only provide X number of grants or X amount of money in a given cycle. Generally they also do not fund two similar in scope organizations in the same cycle - they like to spread their funding around. The concept behind this is to encourage members to jointly apply for said funding and share the resources. It could also be worded to prevent things like two chapters submitting a Wikimania bid - rather than all the US entities supporting one specific US bid in any given Wikimania bid cycle. The details of this type of a clause can be tweaked to fit our needs, but excluding a prevision like this could lead to drama down the road that serves more as a distraction than a motivator for greater collaboration. Other than that, I think this draft looks good. The language is legalize - but most by-laws are.  :) --Varnent (talk) 22:28, 5 September 2012 (UTC)

Do we want to address this in the Bylaws or could the Board adopt a resolution on financial competition? harej (talk) 21:24, 11 September 2012 (UTC)
Either way seems fine - so long as it's done sooner rather than later. --Varnent (talk) 23:41, 17 September 2012 (UTC)
From the perspective that bylaws should really only address high-level matters of existence (like "what do we do?" or "who can vote?"), and we appear to be debating whether or not this thing should even exist right now (and that's a fair debate to have), I think we can wait until there's an elected board that can then make the decision. (Or the members vote on a resolution.) harej (talk) 04:01, 18 September 2012 (UTC)
I agree with Harej. The issues which Varnent raises matter more than anything for the good of the organization but the by-laws are not the place to put rules which are up for debate. The standard in Western culture is to have a board and the by-laws talk about that. Anything else should go in some other policy book which will not have to be reported to the state registrar every time it changes. Keep the by-laws boring and leave all controversy out of them. Blue Rasberry (talk) 00:40, 19 September 2012 (UTC)

Unripe[edit]

I don't think the time is really ripe for an organization like this. We need a network of diverse state or regional chapters willing to support it; right now we're mostly in the Northeast, and could hardly claim to be "national". I also don't know that there is really a good conceptual framework separating this organization from the WMF, or a strong understanding of what the object of this organization would be. I was against the chapters committee in Europe for similar (although not identical reasons). Nathan T 23:35, 17 September 2012 (UTC)

The primary aim of this organization is expressly to lay the foundation for a strong network of Wikimedia chapters across the United States, by encouraging, recognizing and developing proto-chapters like Wikimedia New England, and we would actively work to encourage prroto-chapters across the country within the first year. There is no intention at all of taking over the WMF's stewardship of the trademarks, legalities, and business relationships in the US, which they are already doing an excellent job at; the only focus would be on US programmmatic activities, an area that the WMF is already deliberately moving away from as it develops a more global agenda.--Pharos (talk) 04:35, 18 September 2012 (UTC)

DC/East Coast Centric?[edit]

As a resident outside the DC/East Coast metropolitan area I have strong objections to the limits being placed regarding voting, meeting representation, proxy votes. The way the notification of meetings and other events strongly suggests that you have to be a resident of the east coast to have a significant role in the direction of the federation. Hasteur (talk) 12:20, 18 September 2012 (UTC)

Which is not the intent, especially since decisions can also be made by ballot (and the Board *must* be elected by ballot). Not that I want to defend the prohibition on proxy voting either, since it's inherited from the Wikimedia DC bylaws on which this is based and I agree it's inappropriate for an organization of a national scope. I am totally open to a system of proxy voting that allows as many people to participate in making decisions while also making it clear who, at a given meeting, is serving as the proxy and what that proxy can do. harej (talk) 18:30, 18 September 2012 (UTC)
It is important to note that "present in person" is not about physical presence, but includes presence on something like a real-time conference call. It is highly likely that all special meetings will in fact be by conference call or the equivalent. For the annual meeting, which will probably be physical, there is no legal reason at all that this should be in DC; in fact somewhere in the middle of the country would be more suitable, and we'll probably move it around from year to year (with some scholarship support for the travel of member representatives).--Pharos (talk) 18:53, 18 September 2012 (UTC)

General outline[edit]

Could someone outline for me, in simple, straightforward terms, the following:

  1. Why we need an umbrella organization for USA chapters
  2. What that umbrella organization can/will do that chapters alone are not doing, or not able to do
  3. Why this is being organized as a representative democracy (I think that's the right term...) rather than simply a meshing of the personnel from many chapters
  4. Similarly, why only chapters appear to be allowed to be members of this group - why are wikimedians not already covered by a US chapter not welcome here? Surely they would be the ones most helped by a "chapter" that spans the nation.
  5. Why it's necessary to have a super-legalistic incorporation and set of bylaws
  6. What the umbrella organization's platform is/will be
  7. What any of this has to do with the anti-Education-Program stuff that was so contentious during the IRC chat last week. I see no mention of it here, but my impression from IRC was that it was one of the main tenets of the organization of this group

In short, I see no explanation anywhere for why this group needs to exist or how it will help Wikimedians more than our current setup does, and I'd really like to hear some detail on that. Fluffernutter (talk) 18:44, 18 September 2012 (UTC)

Seven questions at once is a lot, but I'll do my prosey best. To say "wikimedians not already covered by a US chapter not welcome here" couldn't be farther from what we're trying to do here; the primary goal is to lay the foundation for a strong network of Wikimedia chapters and activities across the United States. This means actively working to expand proto-chapters and chapters across the country, in order to further the empowerment of volunteers in those regions. This structural arrangement is preferred to a top-down approach where one great national chapter lords it over all. The federation will be a legal organization in order that it can give joint aid to, say, Wikimedia Colorado, rather than that group having to apply for an ad-hoc grant from some particular place like Wikimedia DC or NYC. The federation is certainly not against the Education Program, but would like to invite it to join as one of its member organizations, in order to improve communication with the broader Wikimedia US community.--Pharos (talk) 19:47, 18 September 2012 (UTC)
Thanks for trying to answer, Pharos, but you haven't really addressed most of my questions, which fall under two main categories. First, I'm trying to suss out why we need a group that is "laying the foundation for a strong network of Wikimedia chapters and activities across the United States." That is, we have chapters. A bunch of them, at various levels of organization. What extra benefit does it get the chapters, or the American Wikipedians, to launch this organization? Where would the money come from that you say WMUS would go on and grant to chapters? Why do we need to incorporate a super-complicated entity just so chapters can talk to each other, when we have perfectly good mailing lists and stuff for that? Especially if members of this umbrella organization are going to be chapters themselves, not the Wikimedians who don't fit into an extant chapter, what does the existence of this umbrella organization do for the Wikimedian population? Chapters form and have formed without it; conferences happen and have happened without it; inter-chapter discussion happens and has happened without it.

Second, I'm trying to understand why this extremely bland (and yet somehow also excessively legalistic) proposal, with no real detail about anything in the above paragraph, is being presented here on meta when an IRC meeting on the topic of WMUS turned into a poo-flinging contest about how this group is being organized to head off something to do with the Education Program, because some or all of the WMUS organizers don't like some or all of the people or ideas that are involved in the Education Program. Or something. It was quite disorganized and confusing. Now, I missed part of that IRC conversation, so I don't have the full context, but to me, having seen the portion of the conversation that I saw, it's something very important that I want to understand better: did this group get proposed as a way to block or prevent something happening that you're not describing here? If so, why isn't it described here or here? What exactly are WMUS's plans in regard to the education program as it exists now, and how much are those intentions informing any and all aspects of this proposed umbrella organization?

The trouble with the lack of detail we're being provided, and the whole reason I'm asking these questions, is that without this information it's extremely difficult for me or anyone else to find enough information to make a decision about whether we think this project should go forward, or whether the proposed bylaws or adequate, or whether the aims of the project align with our personal aims. I would like to be able to support you, but you have to give me some basis on which to place my support. Fluffernutter (talk) 19:27, 19 September 2012 (UTC)

And after speaking to Pharos on IRC, let me clarify: I'm not saying there's some sort of anti-EP conspiracy going on. I'm mostly just asking what is going on, because I'm very, very confused based on the contradictions between the IRC meeting and what's actually on meta. Fluffernutter (talk) 19:49, 19 September 2012 (UTC)
I answered some of your questions below. I could answer more. Blue Rasberry (talk) 01:15, 20 September 2012 (UTC)
These are really helpful Lane, thank you! I'm going to add some replies to your invidual explanations below. Fluffernutter (talk) 14:22, 20 September 2012 (UTC) A

Need for umbrella organization[edit]

A national chapter is needed in the US to lower the barrier for other people to start their own chapters. The reason why this needs to happen is because no one in the United States has Wikimedia chapter participation except people in two cities - DC and NYC - and more people would participate if they could. The immediate benefit of establishing a chapter organization would be that any marginally organized group of people anywhere in the country could declare themselves a "chapter" without filing legally and start enjoying some benefits of being a member of an organization.

The benefits of having a chapter include the prestige of connection to a legal entity and the promise of connection to organized community structure. A national chapter is preferable for this because the United States actually has a need for many local groups, and all local groups need access to shared community resources, but no local group - even existing ones in DC or NYC - have enough resources to be healthy on their own. Some examples of outreach resources which would be fun to develop nationally but not fun to develop locally are bureaucratic materials for managing meetings, templates for community organization, communication infrastructure for supporting people who do meetups, and all the other tools of general community organization which are outside the direct mission of creating an encyclopedia (or developing Commons, Wikinews, etc). Blue Rasberry (talk) 01:15, 20 September 2012 (UTC)

Yes, this is a good point - to stand alone, a local chapter has to be exceptionally populated, motivated, and resource-rich, but there's no reason that should be if we can combine the population/motivation of multiple groups instead. Fluffernutter (talk) 14:22, 20 September 2012 (UTC)

What will a national chapter do that local chapters cannot[edit]

A national chapter will limit redundancy. The background is that there are two existing US chapters in NYC and DC. Geographically, this is as close as two major US cities can be, and these two groups ostensibly represent all United States interests. This is terribly unfair for everyone in the rest of the country, but still those groups ought to exist because that is where the active Wikipedians have organized. Further development can go two ways - either each small city sets up their own infrastructure like DC and NYC did or alternatively everyone starts sharing infrastructure. There probably is not a need for a Wikipedia chapter to be legally independently established in every American city at this time, but it would be nice if more American cities could get representation in United States Wikipedia community business. The national chapter will provide a route to easy representation without forcing every region to file as a legal chapter as a prerequisite for participation. Even if an organization does become a legal entity, the national chapter could eventually become a charity and undergo that strict review process on behalf of every other member organization, giving all members a tie to charity status without forcing them all to go through that complicated expensive process or into maintenance of the same. Blue Rasberry (talk) 01:15, 20 September 2012 (UTC)

Reading your descriptions here, I think one thing you've described well isn't really described well, if at all, in the information page/bylaws for this organization: the fact that it would save chapters from having to incorporate, do legal stuff, blah blah blah boringness. This strikes me as quite important for people to know about, because it is a specific way to ease the creation/coalescence of new chapters, and that's a specific benefit. Common sense would tell us that currently, establishing a chapter in the US calls for a certain amount of, hm, what to call it, "willingness to beat one's head against a wall repeatedly and spend way too much time talking like a lawyer". If WMUS (or whatever it ends up being called) does all of that for itself, that means (if I'm understanding you right?) that to become a chapter would then be a matter of something more like "Oh hey WMUS, we have this group of people here at place X, we'd like to sign up with you. Cool? Cool!" Big plus! Fluffernutter (talk) 14:22, 20 September 2012 (UTC)
This is exactly why I am supporting this proposal, fluff. The Bylaws allow for any group of 5 or more people to become "members" of the federation. That means that groups such as a wikpedia club at my college or a monthly meeting in a medium sized city can have the frills of being a chapter --Guerillero 23:28, 20 September 2012 (UTC)
I totally did not get that from attempting to read them. -— Isarra 16:10, 21 September 2012 (UTC)
Looking at the bylaws (§ 4.3.1) the bar seems to be set fairly low. The application has a limited number of questions including the name, what group the group is representing, and a member list. I was wrong about the 5 individuals part, the minimum number of individuals needed to start a group has yet to be set. No other information is needed. --Guerillero 23:10, 21 September 2012 (UTC)

Why can only organizations join the US chapter, and not individuals[edit]

The proposed chapter is an organization of organizations with no individual people as members. To start, Wikimedia DC and Wikimedia NYC will be members. In the future other chapters will be members. Chapters can join even if they are not legally registered, so for example, a group of Wikipedians who meet regularly could name themselves as a "proto-chapter" and join without filing for legal existence. A major reason why only organizations can join is to encourage groups of people to organize their own community groups with the knowledge that they can enjoy some benefits immediately without consulting with a lawyer and legally filing first.

It is my opinion that it is more desirable to encourage group participation in Wikipedia bureaucracy than individual participation. I encourage each individual to express themselves, but community projects get done with a higher success rate when people work in groups. There is bias built into this system against people who are unwilling to work with other Wikipedians in a small-group context and for people who are able to work with others. Blue Rasberry (talk) 01:15, 20 September 2012 (UTC)

As far as individuals vs chapters, I see your point that chapters are how things come together, and that they should thus be specifically included as members in WMUS. However, the population density in some areas of the US means that some people will just never be able to have a chapter. Under the current wording, if John Doe from Podunk, Alaska wants anything to do with a WM Chapter, well, he's just out of luck, because he's the only Wikimedian that lives within 200, maybe 500, miles of Podunk, so there's no way he's going to be able to start a chapter that could then join WMUS. I'd prefer that, if we're really going to set about incorporating a national chapter, we have some provision for people in this situation, whether that provision be letting individual people join as members, or corralling them all under a "Non-local Wikimedians" pseudo-chapter, or something. People who don't have a chapter should get to play with us too, you know? Fluffernutter (talk) 14:22, 20 September 2012 (UTC)
Previously Wikipedians have organized by geographical proximity. There is a new concept called "thematic chapter" or "thematic organizations" wherein people organize by interest and their ability to work together online regardless of where they live. The thematic chapters which are proposed at Wikimedia Thematic Organizations include Wikimedia Medicine, Wikimedia LGBT, and others. The chapters on that page are seeking official Wikimedia Foundation recognition through the Chapters Committee, but chapter could also or alternatively join this US group at a much lower barrier and with different and more humble benefits. The thought is to be very liberal with chapter recognition - if a few people want to call themselves a chapter of the US national group then they can and the US group will recognize them. Blue Rasberry (talk) 23:41, 20 September 2012 (UTC)

Why are the by-laws legalistic[edit]

The by-laws are super legalistic because this is what other organizations do and because changing the US legal system or being unorthodox is not the most practical or efficient way to found an organization. There are lots of battles to fight but life is short and legal reform is expensive and difficult. No one yet involved has time and money to write comprehensible language and get it lawyer approved. Perhaps the WMF could do this someday and suggest it as a template; this national chapter is a community grassroots effort and no one has submitted any proposal for a more practical way of starting an organization than the way that all other reputable organizations in the United States are founded. Blue Rasberry (talk) 01:15, 20 September 2012 (UTC)

Fair enough. I don't think anyone is objecting to the bylaws themselves being written in legalese, so much as them being presented to the community in legalese - in the sense that few of us speak that dialect, so we tend to expect that the lawyers will talk to the lawyers in legalese, but then come back to us in English. I think someone's already said this a few sections up, but it would be helpful if you guys could expand a bit on the "plain english" summary of the bylaws - the !voting public will find it much easier to understand and comment on the bylaws if there's more expansive translation. Fluffernutter (talk) 14:22, 20 September 2012 (UTC):
There is nothing preventing a simple English summary of the legalistic bylaws from being presented or expanded. It's a good thing. However, note that just like the plan summaries for health and insurance plans, the actual plans (in our case, the bylaws) are authoritative and legally binding, and the summaries are not. And the summaries strongly state that disclaimer. And so should we. — Becksguy (talk) 17:58, 26 September 2012 (UTC)

Platform of the organization[edit]

The major platform of the national chapter is to support all local groups of Wikipedians in all national projects. This will include things like the summer Wiknic, Wiki Loves Monuments, Wikipedia Loves Libraries, the United States Education Program, Wikipedian in Residence programs, and all other projects which encourage anyone to connect with the Wikipedia community. Whatever happens in the United States which is organized by the Wikipedia community and not organized by the Wikimedia Foundation and not organized by any other group will be, by default, organized by the national chapter. Blue Rasberry (talk) 01:15, 20 September 2012 (UTC)

Ideally, I'd like to see this expanded upon with some specifics about where the organizers hope for each of these projects to go and how WMUS taking over them would benefit the community, but I know that since this is just getting started, those probably don't yet exist in any presentable form. However, if you guys do have any draft plans for things like "Hey, if we adopted program $foo, we could totally add value $bar to what's already there!" it would be cool if you could tell us about them. Fluffernutter (talk) 14:22, 20 September 2012 (UTC)
These projects will go wherever volunteers take them. There is no plan for the national group to do much of anything except support volunteers with a backing bureaucracy. If some group of volunteers find themselves shy about contacting a library to organize a meeting because they are just volunteers acting alone and not a community group, then we would be happy to support that group with the recognition of chapter so that they make a reservation as a chapter of the Wikipedia United States Federation. If a school wants to support development of a Wikipedia project through an instance of the campus ambassador program, then the volunteers who help them with that can create a chapter and start telling people they are a chapter of a national nonprofit organization. There is only so much we can do with almost no starting resources, but at least we can have minimal chapter standards, have a minimal process for deciding what kind of recommendations to give on request, and be a dedicated contact for when someone needs to prove an organizational affiliation.
There are some drafted plans. There is talk about designing a minimally useful homepage template on this site (meta) and creating standard suggestions for what ought to go here versus what ought to go on en:wp:meetup. We have also talked about creating signs for people to use to advertise monthly meetups or community meetings. We want to develop a community communication system so that volunteers who do community outreach and in-person organization can have access to other people who do the same, and not necessarily have to go to the general Wikipedia community on-wiki to talk about off-wiki project development.
If anyone is clever enough to write a grant and receive funding for which they applied then the national chapter could also sponsor the grant submission. This means that an individual with an idea but no organizational affiliation could apply for funding, perhaps from their local community organizations or whatever, and the organization could vouch for their legitimacy much in the same way that any community development organization would work with any of their members to apply for grants to develop the organizational mission. There are a lot of organizations who will talk to other organizations but who will not talk to groups of individuals.
There are lots of things which can come of this, but all of them depend on volunteers, and the major thing which the organization would provide is support for any volunteer who can manage theirself if they only have an organizational affiliation. None of the things that Wikimedia United States can do are described in the by-laws or have anything to do with the by-laws. This is not the place to discuss these things in detail. By-laws only establish an organization and say that it will have governance. They say nothing about the regular business of the organization. Blue Rasberry (talk) 00:02, 21 September 2012 (UTC)

Unclear[edit]

  • "The Board will meet at least four times per year, including any special meeting called by the President. These meetings may coincide with the general membership meetings." So "These meetings" are Board meetings, or "any special meeting", or both?
  • I've read this next one several times, and still don't understand it (my italics). Specifically, I can't work out what is required and what "may" be.

    "Any action required or permitted to be taken at any meeting of the Board or of any of its committees may be taken without a meeting, if all members of the Board or such committee, as the case may be, consent to this in writing, which writing may be executed in one or more counterparts, and the writing or writings are filed with the minutes of proceedings of the Board or such committee." Tony (talk) 10:06, 22 September 2012 (UTC)

  • "If a Director no longer satisfies the requirements for being a Director as specified herein at the beginning of such Director’s term."—what does "herein" mean? Can it not refer to a specific article or part of an article?
  • "under Section 4958 of the Code"—two different codes have been mentioned: "the D.C. Code" and "the Internal Revenue Code". Better be specific.

In order of your question:

  • "These meetings" are board meetings. The rule is about board meetings in general.
  • It means that the agreement-in-writing has to be filed in the minutes of the Board (or with the committee, in the case of resolutions made by committees), as with any other resolution. "Counterparts" means that each individual can sign their own copy of it; they don't necessarily have to all sign the same document, as long as all the signed pages are gathered in one place. I guess this is an example of legal writing being specific to the point of being silly, but ambiguity can be dangerous sometimes.
  • If the director no longer satisfies requirements as specified in the bylaws. Clarifying that may be useful.
  • "The Code" refers to the Internal Revenue Code and I believe the document consistently uses "the Code" to refer to the IRC; "D.C. Code" is only mentioned once.

harej (talk) 21:38, 2 October 2012 (UTC)

Ratification[edit]

Per the process set out at the September WALRUS meeting, the bylaws should be put to a referendum to be ratified. The bylaws have been updated based on the comments received above. Voting will begin at 0:00 15 October 2012 (EST) and will end at 0:00 22 October 2012 (EST). The question that I am posing to the wikimedia community based in the United States is, Should the modified bylaws be approved? --Guerillero 13:40, 14 October 2012 (UTC)

Yes[edit]

  1. Support to enable unincorporated 'proto-chapter' local volunteer groups to enjoy both nonprofit status and a voice in the national federation equal to that of established chapters and thematic groups.--Pharos (talk) 15:44, 15 October 2012 (UTC)
  2. Support NYC and DC have chapters, and it would be wasteful for other cities to also legally incorporate. The United States outside of these two cities is overdue for representation and this national chapter would serve that need. All countries with a Wikipedia organization except the United States have national chapters so this would also make the United States normal in comparison to the rest of the international Wikipedia community.
    A national chapter would also help to coordinate all national efforts in the United States which no other organization is managing. This would include promotion of such events as the Wiknic, Wiki Loves Monuments, Wikipedia Loves Libraries, and other efforts which expend a tremendous amount of effort for an individual to establish locally but which would be easier to promote if everyone shared common outreach resources. Blue Rasberry (talk) 16:04, 15 October 2012 (UTC)
    You say "wasteful", I say "a necessary step forward". Please don't be so casually dismissive of the ambitions of other areas of the United States. The world does not stop at the borders of NYC and DC. Sven Manguard (talk) 23:24, 15 October 2012 (UTC)
    The Wikimedia US Federation is intended as a jump-start for unincorporated regions and a step on the path toward them achieving their own 501(c)(3) status, and I believe Bluerasberry himself shares this ambition for Wikimedia Cascadia.--Pharos (talk) 00:36, 16 October 2012 (UTC)--Pharos (talk) 00:36, 16 October 2012 (UTC)
    ...which is not what he just said. I'll leave it to him to pull his foot out of his mouth if he cares to. Sven Manguard (talk) 01:38, 16 October 2012 (UTC)
  3. Support might as well keep moving forward. Smallbones (talk) 20:20, 15 October 2012 (UTC)
  4. Support. -- Kosboot (talk) 13:14, 16 October 2012 (UTC)
  5. Support. - PKM (talk) 16:05, 16 October 2012 (UTC)
  6. Support. - I believe this will be advantageous for proto-chapters and exploring the best ways to develop future regional chapters within the USA. I also agree with much of what Bluerasberry and Pharos said above. --Varnent (talk) 22:37, 16 October 2012 (UTC)
  7. Support. I trust the folks who put these bylaws together, and a legal structure for supporting outreach and other programs throughout the US, building on the progress we've already made with our chapters, will be good to have.--Ragesoss (talk) 13:46, 17 October 2012 (UTC)
  8. Support. DGG (talk) 01:02, 18 October 2012 (UTC)
  9. Support. Jgmikulay (talk) 22:31, 18 October 2012 (UTC)
  10. Support. Legoktm (talk) 04:19, 19 October 2012 (UTC)
  11. Si DamianFinol (talk) 00:19, 21 October 2012 (UTC)
  12. Support--TonyTheTiger (talk) 10:12, 21 October 2012 (UTC)
  13. Support The next step beyond WALRUS that I hope will succeed. Doctree (talk) 22:44, 21 October 2012 (UTC)
  14. Weak support Richard convinced me that such chapter(s) can do things that otherwise are more difficult (organize big local events, interact more formally with local institutions). I'd like to see a proper case study on how existing chapters did things that local wiki communities couldn't have done before, so for now - weak support, which I am willing to change to full if such a case study is shown. --Piotrus (talk) 17:20, 22 October 2012 (UTC)
  15. Support. While I don't really have the time to evaluate the technical details of the proposal, my understanding is that it would directy benefit me and other editors in the US. Currently only NYC and DC have chapters here. If I want to start a chapter in Philadelphia, that's a tremendous undertaking. This proposal would allow me to get up and running in weeks rather than months with only 5 members, plus it would give me a voting seat in the U.S. With the Foundation's interest to spin off more and more projects to chapters, thematic organizations, and grants, this proposal seems like a no-brainer to build more on-the-ground, outside-the-WMF activity and community. Ocaasi (talk) 17:25, 22 October 2012 (UTC)

Yes, but with changes[edit]

  1. I know that the public comments period has ended, but the more I read the bylaws, the more some parts of ARTICLE VI and ARTICLE VII scare me.
    a) Simply put, provision 8.(ii). (allows directors to be removed by 2/3rds majority vote of the directors, which in practice means 5 out of the 7 directors) comes across as troubling. There should be no need for that provision, considering the existence of provision 8.(iii). (allows directors to be removed if a special meeting is called and 50%+1 of the participants vote for removal). Any reason that would be sufficient to move the directors to act should also be sufficient to move the community to act. I'd much rather see some sort or rework that states that in emergency situations the board can vote to suspend a member by a 2/3rds majority, that such a suspension would force a community removal meeting no less than 1 week and no more than one month from the date of suspension, and that no other board business can happen until the community meeting is resolved. This eliminates the possibility of the board forcing out dissenting voices simply because they're 'not going along with the plan'. Considering that the proposal for the United States Federation was made by a small, tight knit group of people with little outside input until I and several other users forced a comments period during an IRC meeting, I think I have a legitimate worry about the board being able to simply shake off one or dissenters and charge ahead.
    b) While it is good that one person cannot be both president and vice president, I see no legitimate reason to allow one person to be president and secretary, or worse president and treasurer either. There are four officer roles; it should be mandated that four different individuals hold them. Especially since the distribution of funds section treats the President and Treasurer as distinct/separate people for the purposes of distributing more than $2,500, we must rectify the conflict by changing ARTICLE VII, provision 1.
    c) The concept that someone could be an officer but not a director, as ARTICLE VII, provision 1. allows, is something I find confusing. Sure, the secretary probably doesn't have to be a director, but the President and Vice President should be, and the treasurer probably should be as well.
    d) As written, there is no procedure to, even on an emergency basis, suspend or remove an officer. This is especially true if that officer is not also a director. That we could appoint a person to handle the finances, and then be unable to remove him until his year is up, even if there is a problem with the finances, is a shocking oversight. Removal of an officer should mimic the process for removal of a director.
    e) At no point does ARTICLE VIII address the posibility of a non-director serving on an advisory committee. I believe that not only should the bylaws specifically allow it, but that no committee should have less than 40% non-directors serving on it in a full voting/decision making capacity. This fits in with the whole "the board is too powerful structurally at the moment" theme I have going here.
    Okay, so I was talking with Pharos over IRC and want clarify some things. Yes, I am supporting that the process goes forward. I should have brought this up during the comments period, but I've had several successive periods of illness over the last few weeks and I didn't get the chance to weigh in. If the proposal goes forward, I will push for these issues to be addressed. That being said, if there's a high level of support for these during the vote, I'm not opposed to amending the document and rebooting the vote.
    Also, during the conversation with Pharos, he committed to pushing to ensure that during the first term the Treasurer won't also be the President or Vice President. That (issue b above) is the only issue that I think is absolutely critical. Sven Manguard (talk) 23:16, 15 October 2012 (UTC)
  2. ...
  3. ...
  4. ...

No[edit]

  1. No, not until there is some clear benefit to this extra layer of bureaucracy. A poorly-written, legalese constitution does not create a need for a group, and even if we need the group, this downright awful constitution should be jettisoned and re-written in human. (I'm a fairly good parliamentarian under Robert's Rules, and the language used here is unnecessarily complicated and obtuse). Bur mainly because I sense no need, and no case made, for this org. at all. Courcelles 21:45, 16 October 2012 (UTC)
  2. The statement of purpose (Article II) is fatally flawed, from my perspective. It defines the "Wikimedia movement" as being constituted of certain organizations and groups. I understand the movement more broadly as also encompassing persons who are engaged in Wikimedia projects but do not participate in these membership organizations and groups. What the Federation is undertaking to represent and aid is a collection of special interest groups within the broader movement. I cannot countenance the claim that it thereby represents the entire movement. I appreciate that some people may have a different vision of what the movement is but, since I consider myself a part of it and am not a member of these organizations, I must dissent. ~ Ningauble (talk) 17:43, 18 October 2012 (UTC)
  3. Oppose for now. I want to support this - I know the people working on it are good people, who are trying to do good things for the movement - but I keep looking and looking for a kernel of what this actually is in the description and bylaws, and what it will do and...coming up mostly empty. Thanks to blueraspberry I know that one effect is that it could make it easier for new chapters to form under its umbrella (which is a good thing!), but that's pretty much the only specific use or purpose I've been able to find for going through all the effort of setting this up. I'm not inherently opposed to an umbrella organization like this, but I guess I do have to oppose one that's formed along the lines of "Let's form a super-legalistic umbrella organization!" "What will it do?" "Dunno, but it'll be cool!" To be able to support I need to see plans (not necessarily specific ones or anything just, you know, some sort of plans) for what this organization will do that the organizations we already have don't - a reason for why we need to create it, here and now, with all this effort, covering this area, etc. I don't want to be seeing this sort of "Ok, we have an incorporation. So uh, what shall we do?" stuff on WMUS pages in a few months. Plan group first, vote on creating group second. This tends to be what happens when you jump right to "let's get community comment on this" without having actual plans. Fluffernutter (talk) 14:43, 19 October 2012 (UTC)
    The primary purpose is to form a strong group of Wikimedia chapters in the United States, which is mainly served by creating a path for there to be chapters in more than just NYC and DC, with much less paperwork. I realize that the bylaws read "legalistically", all nonprofit bylaws do; but the good thing about these is they are designed to save regional groups from having to do all that legal paperwork, bylaws and IRS filing on their own.--Pharos (talk) 19:59, 20 October 2012 (UTC)
  4. No. I believe this is a bit premature. In my mind, the main reason for chapters is to promote a bricks-and-mortar, face-to-face component to Wikimedia activities. This proposed organization (with its nation-wide scope) will tend to downplay the local, face-to-face aspect and reinforce the virtual aspect. I believe that the movement is best served by strong, regional (subnational) chapters serving defined geographical areas that are within a reasonable driving range. I would suggest waiting a year or two to allow a half-dozen to a dozen chapters to become established within the United States before establishing yet another, separate US umbrella organization. In the meantime we can have a WALRUS function as a coordinating committee without a separate corporate organization. Thanks, Racepacket (talk) 19:30, 20 October 2012 (UTC)
    The whole point of this proposal is to encourage more regional chapters (which have had a lot of trouble forming unassisted), and the organization is just a federation of different regional groups.--Pharos (talk) 19:47, 20 October 2012 (UTC)
  5. I've been thinking about this for a long time and will likely expand on these comments later this weekend (before the vote closing). I know that everyone involved in creating this is doing so because they believe it is the right thing... but I can't agree with them. Chapters and other formal organizations can be useful at times but they are far from the catch-all that seems to be the belief nowadays within the movement (and elsewhere sometimes).
    • They can frequently, if not usually, lead to just more complexity and bureaucracy while hurting the volunteers and creating far more inefficiency. This group seems to be exactly this. I see no need for a formally incorporated organization and I worry that we are creating it for the wrong reasons. Because 'it's supposed to be the thing to do' , because 'it's cool to run organizations' and because 'everyone else has national chapters'. I see absolutely zero benefit from this organization that could not be done more simply and cheaply unofficially. This costs enormous amounts of volunteer and donor resources, money and time with limited or zero addition to the goals of the movement.
    • Chapters are not meant for 'representation'. They, like the WMF, are meant for service to the community. If you are creating an organization in any way because you think the US or others around the country 'need representation' then you are doing it wrong by definition. At best a chapter represents it's members (either individual or organizational) and nothing more, it certainly doesn't "represent" all of the editors or readers around them, though it does serve them.
    • The movement is NOT "the chapters, thematic organizations, and groups of individuals" around the world. Honestly, that's kind of insulting, the organizations involved are at best a tiny TINY portion of the movement. The millions of editors who have made changes to the Wikimedia projects, the millions of donors and the 100s of millions of readers THAT is the Wikimedia movement. If you want to create an organization like this you do so to support them and you should have a defined and obvious need for a formal organization to do so. We do not appear to have that clear need and i'm not totally sure that it's being designed for service. I would love to support an organization like this, but sadly I just don't see the need yet. We don't even have any of our existing chapters eligible for FDC funding yet because they are either too new or unable to get simple grant reports together. Do we really need to direct focus towards another new organization looking for a job?
    • As a small aside: I have very purposely not said anything about this but someone should talk to WMF Legal. The currently proposed name seems awfully close to Wikimedia Foundation and it shouldn't try to register without a trademark agreement already anyway. Jamesofur (talk) 05:08, 21 October 2012 (UTC)
  6. Largely per James. Ironholds (talk) 05:10, 21 October 2012 (UTC)
  7. Per James and FlufferNutter. -- Avi (talk) 21:33, 21 October 2012 (UTC)
  8. Per James, but also based on the fact that no one has answered my question, and I wonder about any organization that has a vote without defining pass criteria. It seems fairly basic to me. --Philippe (talk) 04:30, 22 October 2012 (UTC)
    I responded to your question. I also moved it into the comments section below. Blue Rasberry (talk) 12:45, 22 October 2012 (UTC)

Comments[edit]

I know I haven't been active while this was developed, but there are two things that bother me in reading the bylaws. The first is easy to explain. I hate first past the post voting, and strongly believe in using a condorcet systems such as ranked pairs. The second is more to ambiguity of purpose and what is exactly meant by "represent". Will this Federation ever join other organizations on behalf of its members? If yes, will it join other organizations alongside of or in the place of any member groups which may also be qualified to join the other organization? More broadly, what decisions are being federated away from member groups besides the choice in recognition between other member groups? I feel this sort of issue needs to be addressed in bylaws, at the very least with some kind of a reserve clause.--BirgitteSB (talk) 16:18, 20 October 2012 (UTC)

It is not the intention of this proposal to "federate away" decisions from the members, but rather to enable the creation of more member chapters which can pursue their own autonomous activities.--Pharos (talk) 19:52, 20 October 2012 (UTC)
So it's, what, the WCA with more amusing hats? Ironholds (talk) 13:48, 21 October 2012 (UTC)
No. To me, this question expresses a lack of understanding. Email me and I will make an appointment to explain it to you by voice if you want to save yourself the time of reading the text discussions. I extend the same offer to anyone else. Blue Rasberry (talk) 14:34, 21 October 2012 (UTC)
Yes, it does express a lack of understanding - I don't understand why this entity is here. From the oppose section, it seems a heck of a lot of other people don't understand why this is here either. And while I thank you for the offer I have no particular interest in individualised and non-transparent discussions. Ironholds (talk) 14:43, 21 October 2012 (UTC)
It is only non-transparent if you insist on it being so. I encourage you to record my voice or video through Skype and post it for the people who care. I am offering this as an alternative to you making a vote based on your lack of time, interest, or ability to commit to read, understand, or respond to the existing explanation. I recognize that the project description above is an inadequate explanation from perspectives which I do not comprehend. I am addressing you and not the others because you sort of posted a request for more information. If you can think of any more clever way for me to address the question you asked above then please share.
I know that some Wikipedians discourage live interactive voice and video communication (e.g. "talking"), but I really wish it were not so because voice saves time in many cases. I can hardly ask you to volunteer to describe in text what you do not understand, and I hope no one thinks I should try to guess your mind based on the few sentences you wrote, so I can give no more human response than to offer to talk to you and hope that you believe that I cared about your views. I sincerely appreciate the interest you have and the time you took to participate in critiquing this dream we have and I regret and feel personal responsibility that I lack the ability and resources to respect and serve you to the extent that I wish I could. Thank you for visiting this project page. Blue Rasberry (talk) 19:11, 21 October 2012 (UTC)
I applaud you on managing to churn out such a wonderfully passive-aggressive post. "I am offering this as an alternative to you making a vote based on your lack of time, interest, or ability to commit to read, understand, or respond to the existing explanation." - bravo. Have you considered the possibility that I have, in fact, read the existing explanation, and find the existing explanation unsatisfactory, and am discouraged from attempting further queries because those queries that have been made by others have been met with unsatisfactory answers? I'm disengaging at this point, because quite frankly your attitude makes it clear there's nothing productive to come from this conversation. Ironholds (talk) 20:30, 21 October 2012 (UTC)
I regret that I am not able to make myself understood. I do not know how to respond to people who say that they do not understand but will not ask questions, will not write, and will not talk. I went wrong somewhere. I feel absolutely horrible that you interpret my way of writing as passive aggressive but if you do not respond to existing text and will not ask any questions other than the one above then I do not know what to do. You have no idea how much I personally care about you and your opinions. I respect and care about you more than you know and I am so sorry. I make a standing offer to talk with anyone by voice as well as answer questions here - please forgive me everyone for my lack of ability to express myself. Thank you. Blue Rasberry (talk) 20:47, 21 October 2012 (UTC)

What constitutes ratification[edit]

Point of order: what constitutes approval? Simple majority? Wikipedia-style consensus? --Philippe (talk) 05:17, 21 October 2012 (UTC)

I was imagining this process to be a promotion for people who would participate in the group to critique the by-laws, but people speaking in the opposition section seem to have interpreted the process as a vote on the right of the group's members to exist as a group. It is not common in the United States for a group of people to seek community approval to gain a right to organize themselves because most people presume this right and think that if a group has volunteers which participate in it then the existence of people who do not want to invest themselves in the group, while sometimes important to note and consider, would not be a reason for members of the group to disband. People in the United States often frame such things in the context of a right to free speech. I think of it this way, but I also want to consider any claim that anyone would make that either this is not like any other organization or that the Wikipedia community minds these things and that organizations should presume no right to exist on Wikipedia unless they lack stated disapproval, or some such thing. "Existing on Wikipedia" is the new thing here - I presumed that Wikipedia was more like a community space, and I understand that there must be limits and rules, but I did not initially perceive that a restriction on organizing like this could be one of them.
I would say that approval for these by-laws, just like the approval of by-laws for any other non-profit organization, is the identification of enough people who want to participate under them. Anyone who complains about the by-laws ought to have their complaint seriously addressed and since this is Wikipedia we have a great platform for doing this publicly. I need to think a bit more about why and how it came to be that outsiders of the group think we should not organize ourselves, and what the implications might be for incorporating or not. I suppose the issue is deciding who can say what can be hosted on the Wikipedia website - I always presumed the privilege to organize on Wikipedia as I liked but perhaps that is not the case. I do not know the limits but I did not suppose this group could be outside of them. I certainly believe that my interests are harmed by not forming this group and I see no harm to others (and even benefit for them!) in doing so.
To answer your question, I would say approval of the by-laws would mean that a few people support while a good effort is made to address the opposition's comments about the by-laws. Right now, there are hardly any comments in the opposition which have anything to do with the by-laws, so I expect the by-laws to be approved with some modification. I think the more interesting question is deciding who controls what kinds of projects can be hosted in Wikipedia space, because ratification of the by-laws has nothing to do with deciding whether the group should exist on Wikipedia. What do you know about that? Blue Rasberry (talk) 12:43, 22 October 2012 (UTC)
Nobody is objecting to the right of like minded individuals to form their own private club. What is being proposed here is not just a club for people who are interested in supporting the Foundation vision, it is an umbrella organization to represent the Wikimedia movement in the United States. It says so in the proposed by-laws offered for ratification. The notion that this has nothing to do with the "outsiders", as you put it, is not consistent with putting them under the umbrella. ~ Ningauble (talk) 15:26, 22 October 2012 (UTC)
An umbrella organization is by definition an organization of which other organizations are members. Of course, this group cannot claim to fully represent those who do not wish to be affiliated with any Wikimedia organization in the US, or who are against the general idea of Wikimedia organizations in the US (though we will endeavor to have as much input from everyone). We could certainly change the language to "umbrella organization to represent the Wikimedia organizations in the United States" to clarify this point.--Pharos (talk) 16:18, 22 October 2012 (UTC)
And then what happens to those Wikimedia organisations who choose not to join you? As a random example, the Wikimedia Foundation :P. You may want to pick a better definition.
To address Blue Rasberry's (rather long) point enough - we've got no objection to you guys forming your private club. When it's a club that has Wikimedia trademarks, when it's a club the behaviour of which reflects on the rest of us, when it's a club that (will inevitably) take funds that other bits of the movement could use, we have a right to oppose the existence of that club. If you don't want to deal with people opposing, fine! Set it up as an informal, unincorporated entity that claims no right to ask the FDC for cash or use the Wikimedia name. Ironholds (talk) 22:10, 22 October 2012 (UTC)
Ok, two points:
  1. I'm a little bit alarmed by the approach you're taking here, Blueraspberry. If you were going to discount opposes because people who oppose aren't part of the voting group you're interested in...why are we here at all, having this vote? As Ironholds says, if you want to have a private organization doing exactly what you like, that's cool. But running a ratification of it on Meta sort of puts you in the position of either abiding by community consensus on the issue, or wasting a whole lot of time holding a "ratification" that means nothing because you're going to do what you want anyway.
  2. If this group is intended to be the representative of, and speak for, American Wikimedia Chapters, wouldn't it be more appropriate to have the chapters vote on whether it should happen? Like, I'm a member of WMNYC. From what you guys are saying, it appears right now that, whether I (or other members of the chapter) like it or not, WMNYC and any other American chapter will be forcibly signed up to be "represented" by this group. But what if the group doesn't actually, you know, represent what the chapters think? How can we know if it does or not if we're not asking the chapters that question? Fluffernutter (talk) 22:22, 22 October 2012 (UTC)
No opposes should be discounted. This isn't a kangaroo court, it is a poll to see if the community accepts the bylaws. The community has the right to accept or reject the proposal.
As for WM-NYC and WM-DC, I can not say what actions would need to happen for those orgs to join the federation. It could be a vote of the members or it could require a board vote. The bylaws allow for both and I am unsure where this falls under the bylaws of the two chapters. I hope that the broadest group of people are given the chance to decide on if they would like to join the federation, assuming that it exists. --Guerillero 23:10, 22 October 2012 (UTC)
I'm confused. The content page says "The bylaws will be modified based on the comments received and from 15–22 October 2012 the modified bylaws will be put to a vote to be ratified by the interested parties." So this vote is.... a poll of people who agree with it, discounting those who don't? --Philippe (talk) 22:42, 22 October 2012 (UTC)
That is incorrect. I am taking all votes into account. The poll is currently at 65% support (2/3 majority). That wouldn't pass an RfA on any project and the opposes make some valid points. I think that AffCom is the group that should decide if this is sufficient for their standards since they are the group who make the final decision before anything formal happens. --Guerillero 23:02, 22 October 2012 (UTC)

(edit conflict) To answer Philippe's original question: "ratification", as it applies to these bylaws, can mean either social ratification (in other words, community acceptance of the bylaws, with the understanding that such acceptance does not make the bylaws a legally binding document) or legal ratification (in other words, the legal actions that would make the bylaws into a valid governing document for an incorporated entity, with the understanding that such an action does not necessarily imply that the bylaws are generally accepted within the community). These two types of ratification are fundamentally different, and should be considered separately:

  • Defining a precise threshold of support that constitutes social ratification is somewhat difficult, because the ultimate judge of that is the community itself; in other words, the threshold is whatever level of support the community believes is sufficient to show community approval of the proposal—and the approval of that threshold is, arguably, recursively subject to being approved in the same manner. We are therefore faced with a chicken-and-egg problem in attempting to quantify the threshold at a specific point.

    Having said that: in the absence of a prior agreement to use a specific threshold, I would say that the normal notion of "community consensus" would apply here; and, in my personal view, a two-thirds majority is not sufficient to demonstrate a healthy consensus on an issue of this sort, particularly given the relatively low level of participation.

  • As far as legal ratification is concerned, the only statutory requirement is that the initial directors of the organization (who are likely, in the case at hand, to simply be the individuals filing the incorporation paperwork) vote to approve the bylaws; in principle, this vote is completely unrelated to anything happening on-wiki, and the initial board could approve whatever document it wished to.

    In practice, however, it is important to note that this organization is structured as a federation of other Wikimedian organizations (whether chapters or other groups) rather than as a direct membership organization itself; thus, the ultimate test of the bylaws will be whether current and future Wikimedian organizations will accept the bylaws and join the federation.

    Speaking as an officer of Wikimedia DC, I must say that I would not be comfortable with Wikimedia DC joining the federation as things presently stand, given the disappointingly low level of approval here. While some disagreement over the specific provisions of the bylaws would be expected, and would not necessarily be a show-stopper, most of the objections are to the existence of the federation in principle; the number of these suggests, at the very least, that the purpose of the organization has not been clearly defined and communicated to the broader community, which is a serious problem that needs to be addressed before we can move forward.

My suggestion, at this point, would be to take a step back from the bylaws as a legal document—while the detailed provisions are important, they are primarily of procedural rather than substantive relevance—and to focus on clearly and concisely defining the federation's purpose and role, as well as the concrete benefits that creating it will provide to Wikimedians and Wikimedian organizations in the US. Kirill [talk] 00:05, 23 October 2012 (UTC)

I second the "to take a step back from the bylaws as a legal document... ...and to focus on clearly and concisely defining the federation's purpose and role" part of Kirill's statement. Sven Manguard (talk) 05:12, 27 October 2012 (UTC)
Those are essentially reasons that I abstained at this time. I generally support the idea but think a clearer purpose and communication / involvement of more US folks and groups is essential in moving forward with this. Aude (talk) 15:37, 27 October 2012 (UTC)

Comment on the related idea of a national US chapter[edit]

A national US chapter makes sense. It would have to sort out questions of overlap and coordination with regional chapters within the US, and coordination with the WMF. This regularly comes up at the annual chapters meeting - where for the past two years (at least) there has been support there for the development of such a chapter. There is no lack of potential projects to pursue: with a number of regional and endangered US languages, national media outreach and [glam + educational] partnerships to strengthen, and other entities (educational, governmental, civil society) interested in nation-wide knowledge collaborations, who have a difficult time figuring out how to interact directly with on-wiki project groups. There are other regional groups and projects across the US that could use more visibility, coherent coordination, and support.

Yet I don't see the reason for this sort of federation, with no individual membership. We already have WALRUS, similar to Iberocoop, for ad hoc support and coordination. It seems to me it would be simpler, less bureaucratic, and less confusing to simply set up a national chapter - while accomplishing most of the stated goals. (Even with the proposed Federation model, some of the active supporters are referring to it as a national chapter.)

It is good to see people considering these ideas. Whatever you choose re: this set of bylaws, I hope that the proponents will discuss this with AffCom. SJ talk  11:04, 23 October 2012 (UTC)