Wikimedia Chapters Association/Meetings/First Meeting/Minutes

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These are the minutes for the first meeting of the Wikimedia Chapters Association, which was held at Wikimania 2012 in Washington DC on 11 July 2012. The agenda is at Wikimedia Chapters Association/First meeting. These minutes were assembled by the observers of the meeting, via etherpad.

Introduction by Frieda/Tomer[edit]

Frieda and Tomer
  • 13:00: Welcome and introduction by a member of the Steering Committee
    • Including opening video conference with Tomer.

Tomer explained the current status and discussed his self-nomination as an interim SG. His presentation notes are available here as a pdf file.

Roll Call[edit]

  • 13:20: Roll-call: list of the Council Members; if at least nine Chapters have joined and appointed a Council Member, the establishment of the WCA is to be announced officially (Charter, F1)

Frieda created a list of who is present and asks Ziko to share the list he prepared.

Present:

  • Austria - Manuel Schneider
  • Australia - Charles Gregory
  • Canada - Ray Saintonge
  • Chile - Juan David Ruiz
  • Germany - Markus Glaser
  • Estonia - Raul Veede
  • France - Florence Devouard
  • Hong Kong - Deryck Chan
  • Italy - Lorenzo Losa
  • Netherlands - Ziko van Dijk
  • Norway - Kjetil Ree
  • Poland - Michał Buczyński (Aegis)
  • Portugal - Manuel de Sousa
  • Russia - Sergey Vladimirov
  • UK - Fæ / Ashley van Haeften
  • US-DC - Kirill Lokshin
  • US-NYC - Richard Knipel/ Pharos
  • Venezuela - Damian Finol

With 18 Council Members, WCA is established.

Agenda, procedure[edit]

  • 13:45 Accepting agenda and preliminary standing orders

The agenda was agreed upon.

Chair[edit]

  • 14:15: Election of a Chair. After this, the Chair takes over the leading of the meeting. Then, he lets the Council elect a Deputy Chair (see B6).

Frieda asked for nominations of a chair. Ziko nominated the member from the United Kingdom, Fæ. Frieda explained on request the role of the chair. Frieda called for a vote of the chair position. There were two abstentions, with the rest (16) in favor.

Council Member Ashley van Haeften, appointed by WMUK, chairing

The CM appointed by WMUK takes over as the Chair. The Chair proposed using etherpad to record the official record.

The Chair asked for nominations of the deputy chair position. Council Member Raul Vreede, nominated himself. Fae nominated Council Member Ziko van Dijk. Both candidates got 60 seconds to present their case, and both presented themselves shortly. The Chair called a vote. Raul got 3 votes, Ziko 10. Ziko was hence elected vice chair.

The Chair asked if anyone wants to present a resolution regarding Standing Orders.

The meeting then broke for 10 minutes for a tea break.

Resolutions[edit]

Raul presented a resolution regarding the set up of a Board. The resolution is available in written at A resolution draft concerning the creation of the Board of WCA.

CM Markus Glaser presented a resolution regarding the Standing Orders. He asked the Chair to consolidate the drafts and present a consolidated draft as a resolution to the Council. The Chair proposed not to vote on the Standing Orders this afternoon.

The Chair will email the resolutions around and coordinate the vote that way.

The Chair proposed to formally adopt the Charter. Ziko considered the Charter to be the basis of the establishment and therefore adoption unnecessary. The Meeting agreed.

The Chair said that he considers this meeting as the 'first meeting' as defined in the charter and hence the sunset clauses enacted. Deryck Chan stated that not all 17 present have accepted the exact same part of document signed in Berlin. Manuel Schneider considered it a meeting of chapter representatives and considered all the chapters that sent a representative to be 'members'. Sergei Vladimirov warned that this interpretation implies that those that could not be present are not a member. The question of what is a founding member is open.

The Chair asked people to mention their name if speaking. The Chair proposed that the CMs can give the guests a voice in specific matters. The chair is also the CM appointed by WMUK. If acting as chair, he considers himself to be that. If voting, he votes as CM and will make that clear at the time.

Ziko proposed to provide the CMs with some sort of simplified explanation additional to the standing orders in order to make it easier for all to take part of the Council.

Other organs[edit]

  • 15:15: Election of other organs. First it would have to be decided whether to elect a regular Secretary General (and Deputy) at this moment, or to have an alternative solution. Presentation of candidates for the different solutions.

The first decision was whether to elect a regular SG or an interim SG (and deputy). Florence asked the Chair to summarize Tomer's summary.

Working with four people around the world didn't work very effective for the preparations. Tomer suggested to create a smaller interim team of two people. Tomer also emphasized the urgency of the budget. The Chair indicated there is a proposed budget, but that nobody seems to suggest to accept that or any other budget today. There is a clear resolution necessary.

CM Richard Knipel suggested to discuss whether a regular SG has to be selected today or not. Tomer has suggested before that interim positions could be selected today, and that would bring a clear hierarchy. Tomer proposed himself as iSG (interim Secretary-General), and Delphine Ménard was suggested by him as his iDSG (interim Deputy Secretary-General). CM Florence Devouard indicated that Delphine did not confirm her acceptance of this nomination via the mailing list.

CM Damian Finol would like clarity on whether the vote of Tomer/Delphine would be a bundle vote or separate. Richard first wanted clarity on interim or not. Markus asked if a (i)SG is needed at all. The Chair agreed that calling it a subcommittee is also possible.

Ziko explaining the different options.

Ziko repeated the alternatives as talked about in the meeting the day before:

SG is head of the secretariat. A regular SG cannot be involved in a chapter official position, which both Tomer and Delphine are currently are. A possible solution is to install them as a subcommittee. regular SG is paid, cannot be board member. iSG as proposed, is unpaid and there are no limitations on their positions in chapters. First question: are we ready to select a regular SG. If yes, we can vote on specific candidates. If not, we could look for alternatives, to avoid paralysis.

Florence emphasized and read the functions of the SG (from the function description on Meta Wiki (Wikimedia Chapters Association/Secretary-General). She questioned whether it the Council wants to have volunteers, already with positions on Chapters (IL, DE) to take on those tasks. The Chair indicates that this job description is not what Tomer proposed for himself.

Michał sees a problem with interim position. There is no interim position in the Charter, this gives problems with regards to duration, payment and powers. He fears legal battle field.

Richard identifies 3 votes: 1) interim or not, 2) status..., 3) particular candidates.

Manuel makes clear interim is not replacement, and does not have the same task package. He sees the tasks limited to finding the programme/budget and the people. Then the council would approve the process/outcome of that.

Sergei proposes to have the chair to appoint a substitution for the SG until the Council is ready to elect a regular SG. The Chair identifies this as a fourth vote.

  • whether to have a regular SG
  • whether to have an interim SG
  • whether to appoint a committee instead
  • whether the chair would be authorized to appoint a SG temporarily.

Ziko supported Manuel.

Markus is not proposing to replace the SG with one committee, but rather several committees to cover the specific 'powers' of the SG, such as finding a real SG and drafting a budget.

Michał wants to prepare an iSG-resolution. He would like to include things like 'this person cannot become SG for two years'.

Florence proposed to get someone for a temporary paid position (freelance) similar to Bence/Harel in the Chapters Meeting preparation, to support whatever committee. The Chair sees this as possible to be rolled into the 'authorise the chair' resolution. Florence would like a resolution to allow a budget for this. Sergei sees this as additional to his proposal.

Ziko does not see searching a paid staff member as the task of a chairman or his deputy. He is afraid the Chair couldn't give that the attention it needs. Ziko also asks if there are candidates at all.

Michał wonders if the iSG task has to be as extensive as that of the SG. He can live without any position whatsoever. Without a budget/agenda he doesn't see a need.

Florence invites Guest Sebastian Moleski to speak. Sebastian recommends not to select someone to a paid position today but to agree on a budget and direction process. Agree on a group that will work on a timeline and deadline for the budget, and how to select someone to move things forward. Worst is that everything waits another year. He considers 'iSG' a misleading term. He agrees with the suggestion to pick the two committees, and start the collaborative process. The Chair asks if Sebastian withdraw his candidacy. Sebastian confirms he wouldn't accept a selection today. The chairs notes that the vote on whether or not selecting a SG is now off the table.

The Chair confirms there is no standing resolution to vote on a SG. That leaves two votes: interim SG or not, and as a committee or not. Or, to empower the chair or not.

Markus wants clear timelines.

Michał prefers to first decide on the budget before a iSG/committee decision is being made and postpone the votes.

Markus prefers to start processes now, or everything will get stalled and never happen. Florence likes to unbundle everything to clarity.

CM Ray Saintonge prefers committee solution, and has drafted a form of words: "That the chair be empowered to establish such Committees of members as may be necessary to move forward the objectives of the association. These committees shall report to the Council on wiki for approval by vote." The Chair asks to prepare resolutions.

Ziko noted that it has been announced that people will be appointed today and that there are candidates to vote on. Ziko expressed concern about the reputation of the Council if it is not capable to take decisions.

Florence indicated they are voting on options, not people.

The chair noted that his expectation of committees was that they could include people not on the Council. Manuel wants to move to a vote on the principle, and work from there to the details. The chair wanted a specific resolution to be presented to vote on.

Damian wants to take enough time to allow more candidates, when more chapters are represented at the council.

Deryck: something needs to happen, people nominated themselves. He'd rather move on with the proposal and avoid nothingness.

On the request of Florence the Chair clarifies that deferring to him would come down to committees, but timing would be more flexible.

On the request of Florence the Chair clarifies that committees option may include appointing a paid position for support, but that option would naturally require approval of a budget.

The Chair indicates that there is at least one person asleep in the room, and that a decision should hence be made. A list of voting options is read again, which were: 1) Accept Tomer's proposal of an iSG (http://meta.wikimedia.org/wiki/Wikimedia_Chapters_Association/First_meeting/Candidacy_Interim_Secretary_General_%26_Deputy ) 2) Set up a committee or committees 3) Defer to the Chair to appoint an interim position (which, as was later clarified, would essentially be to set up committees)

Ziko wants to know who would be on the committee, and is afraid of a lack of candidates.

The Chair clarified that a paid position could be established to support either option.

Michał states there is currently no clear job definition. Manuel moves to ignore Tomers proposal as a resolution. He would like to move a resolution regarding subcommittees to start a budget process and hiring process and organize a meeting.

There was a discussion about whether numbers of votes, or the list of chapters voting for each option, should be recorded.

Florence asks as to whether votes will be recorded per representative or pooled. Michał (PL) indicates he would prefer that votes be identified by chapters.

There was a vote on the question of:

1) "Would people like to say if they are supportive of the proposal of Tomer as a resolution."

The result of the vote was:

Votes for: 3 (Deryck, Ziko, Raul)
Votes against: N/A
Abstaining: N/A

The proposal was rejected. (Picture of voting at File:WCA_vote_on_Tomer_proposal.jpg and File:Vote_on_isg_WCA.jpg - prior to Raul raising his hand)

The results of the vote are in the Votes section below, the motion was not successful.

Florence invited Guest Sebastian to speak. Sebastian suggested to take a break and break the proposals down to resolutions. The proposal was accepted and a ten minute break started. Manuel, Michał and Marcus were appointed to write the resolution.

There was a break of 15 minutes.

Resolutions on committees (Manuel, Kirill and Markus):

2 & 3) "The council resolves to empower the Chair to appoint an election committee to find an SG and DSG. The following timeframe should be followed: present a draft job description to the council by 31 July 2012 for approval. Become a legally incorporated organization by 15 August 2012. Execute a public call and recruitment process for candidates by 31 August 2012. Prepare an election process and present candidates for the SG and DSG by 30 September 2012."

"The council resolves to empower the Chair to appoint a budget committee. The following timeframe should be followed: present a draft budget and a recommendation on the place of registration to the council by 31 July 2012 for approval. Agreement on the budget should be achieved by 30 August 2012."

Note, time frames are subject to negotiation based on feedback from professionals.

Note, the budget and election committee members are not required to be Council Members. A Council Member will be nominated to report back on committee outcomes and proposals.

Votes for: 13 - photo at File:WCA_committee_vote_aye.jpg, File:WCA_vote_for_a_subcommittee.jpg, File:Chapters_Association_Meeting-_Wikimania_2012_P1160542.JPG

Votes against: none - photo at File:WCA_committee_vote_nay.jpg

Abstaining: 3 - photo at File:WCA_vote_abstained_for_subcommittee.jpg

The resolutions were passed.

The Chair proposes to resume the meeting on Saturday or Sunday to appoint the sub-committees, but postpone the appointments until then.

Lorenzo would like to appoint another committee: for the registering of the association, and maybe more. Markus clarifies this is currently part of the budget committees job. The question is brought up whether incorporation has to be made explicit in the resolutions.

Manuel clarifies that the committee would not choose the candidate or process the applications, but just manage the process and forward the applications to the Conucil.

The Chair states that accepting the resolutions requires another meeting. Ziko advices against it because many CMs have other responsibilities during Wikimania. Guest Sebastian asks whether there is a need for the Chair to present his committee suggestions to the Council.

Guest Sebastian wants the Chair to ask for candidates. The Chair states that he will contact Tomer, and asks as well for people to bring up comments on who they'd like to see on subcommittees.

Florence states that multiple people were earlier in the day surprised about the path set out in the proposed budget. This was a rather 'delphine way' of development. What path to take. The Chair replies that people who are concerned should get involved in the subcommittee. He also points to a two week review window.

Michał put their name forward for the budget subcommittee. Damian puts his name forward to the recruitment subcommittee. Estonia puts his name forth for both committees. Markus steps forward for the budget committee. The Chair will discuss with Tomer.

Resolution on place of registration (Lorenzo):

4) As proposed by the Steering Committee, on the basis of the comparative analysis made, the Council resolves to choose Belgium as a place of registration.

Manuel refers to a coffee break discussion about this. He suspects that the problems brought up regarding salary costs might be less than expected. He suggests to get better numbers before making a decision. He supports Belgium as location, but thinks the decision would be too early. Laurentius states that the taxes were already considered in the comparison, and that further investigation is not needed.

Michał considers the amount of overhead costs are very high. Manuel refers to some numbers from some European agency and wants to ask a tax consultant. The Chair asks if the Council wants to vote. The Chair suggests to address the questions before voting. Some discussion takes place about a secret comparison between the countries.

Damian has a confidential lengthy legal document made by Belgian lawyers comparing some countries and is happy to share this with the subcommittee. (This was also sent to the closed chapters' list.)

Resolution 4) was not voted on because of the issue raised about taxes.

The question is brought up whether the documents/discussions should be on Meta Wiki or another mailing list. Someone prefers to have the discussion in the (closed) chapters mailing list rather than publicly. Guest Sebastian is invited to speak by the Chair and he reminded about the Charter which clearly states that the Association values openness, transparency, and honesty. Deryck advices meta and wikimedia-l for public communications. Florence identifies that hiring needs to be discussed confidentially. Deryck suggests to discuss that then on the chapters' mailing list. Guest Mike Peel is invited to speak by the Chair and clarifies that there are existing methods for dealing with Conflicts of Interest on that mailing list.

Damian indicates not all chapters on the mailing list are a member of the WCA. The Chair concludes to "cross the bridge when we get to it" and no decision is made.

Florence brings the gender gap to mind. Ziko wants to limit the size of the list. Nothing is decided.

Guest Doug Taylor asks when is the next meeting. Ziko indicates that it would be possible to have online meetings if well prepared. For that he would make standing orders a high priority.

Guest Doug is invited by the Chair to speak. He indicates that it is easier to setup a date for the meeting and cancel it if it is not needed than to decide on a date on short notice.

The Chair can convocate the next meeting. There is no proposal at this moment. The Chair will propose a meeting date by email.

The meeting was concluded.