Questions and remarks by Tomasz (and others)
Thank you for submitting the bylaws! I have gone through them in the past few days, and will be placing my remarks and questions below. I have tried to identify all possibly controversial points (both from a legal and a Wikimedia-related point of view), not knowing the exact laws of the Republic of Armenia, so if some of the points are required by your local law, please let me know and of course ignore my remarks on them. (While working on this review, a few other Committee members have provided input; comments by Lodewijk are marked with (L) and by Jerry with (J) after them.)
Some of the comments are merely genuine questions that we ask to get a bit more information or to check that you have thought the issue through. In other cases our remarks include suggestions of possible changes to the bylaws.
I have also tried to identify how important those remarks are to us. Minor indicates that it is something that caught my attention, but will not have a major impact, and you are free to do whatever you want with that remark. Medium means that I think it is important for you, but it is not critical — if you have good reasons, please state them and ignore the comment further. Important means that I find the problem important, and they may be critical (of course if it is a legal constraint, so be it).
This will be quite a thorough and long analysis, so please accept my apologies for a start ;-) Thank you for your work; I'll be looking forward to hearing from you! With kind regards, odder (talk) 19:59, 4 December 2012 (UTC)
Dear Tomasz, Lodewijk, Jerry and Bence.
Thank you for your help. Thanks to your remarks, because of them our Bylaw became much more understandable for us. Now we have the maximum corrections in Bylaw, which are acceptable for our State Register. I am looking forward for your answers. With kind regards,SusikMkr (talk) 09:17, 22 January 2013 (UTC)
- Done (Minor) It would make the bylaws a bit more readable, if the layout (numbering, etc.) were consistent throughout. (L)
- Done (Minor/Medium) 1.1: I see that you decided to allow membership in the organisation only to physical persons; was the decision not to include legal persons (e.g. other associations or foundations) a conscious one? I'm asking this because several existing chapters allow legal persons to be supporting members of their organisations, but — for instance — without voting rights or other restrictions. (This is also related to article 3.1 below.)
- Yes unfortunately, Armenian law allows membership in the organisation only to physical persons.
- Done (Minor) 1.7.: The abbreviation WMAR (not WMA NGO) would be more consistent with how other chapters' names are abbreviated. You might want to leave the abbreviation out of the bylaws. (L)
- Done (Minor) 1.8: Is it required to have the exact address of the Association's seat included in the bylaws? Changing the address would require changing the bylaws, and possibly even calling a General Meeting, so if you could avoid having it here, I would suggest you to do so :)
- The bylaws is required to have the exact address of the Organization. But changing the address don't require changing the bylaws, only requires to inform to state register new adress of organization.
Goals and objectives of the Organization
- Done (Minor) What is the difference between the goals and the objectives of the organisation? Are there any special requirements that made you split them into two different articles?
- Done (Minor) This might be a translation-related issue, but article 2 (all three points) is not clear to me; could you please have a look at it again and confirm that it conveys the meaning of the Armenian version?
The Objectives of the Organization are
- Done (Minor): I am not sure about the meaning of Wiki ideology; could you please clarify what you mean by it? Obviously, this doesn't sound political at all, but I don't like the word ideology being used in by-laws or other legal documents too much.
Admission of members
- Done (Important) 3.1b: I would strongly advise you against including the exact wording of the (written) membership request in the by-laws; this not only makes them even longer, but also requires the by-laws to be changed every time that such a written request needs to be changed. In fact, changing the wording of the request can only be done after changing the by-laws which makes the procedure too complicated compared to its importance. As far as I know, the other existing chapters leave the exact wording to the decision of the Board — this would seem to make sense in your situation, especially as the by-laws leave the decision on accepting a new member to the Board. (A possible solution is to include the exact wording of forms in an internal document, for example, a Rules of Procedure, that is easier to amend as needed.)
- Done (Medium) 3.1b: This might be related to my very limited knowledge of the Armenian law, but what actually is the difference between the procedure for people above the age of fourteen, and those below it? The current wording of that point seem to imply (at least to me) that there is no difference…
- Sorry, bad translation. The difference is that for a person below fourteen, the request for a membership must submit his/her legal representative.
- Done (Minor) 3.2b5: A minor translation issue: "illegal" instead of "non-legal" would perhaps be better (L).
Rights and Obligations of a member
- Done (Important) 3.2b.3: This point sounds very scary to me from a legal perspective. If there is no hugely important reason to include this point in the by-laws, I would advise against having it there; Wikimedia Armenia is going to be a Wikimedia chapter, not a legal help organisation, and should not be required to provide legal support — especially using such a vague wording — to its members.
- Done.(But, I am not sure, in Armenian law: 2. A resolution of the organization’s body (including the supreme body), adopted in violation of law, charter of the organization, or in violation of regulations set forth by the governing bodies of the organization or in violation of the rights and legal interests of the organization or its member, shall be rescind in legal form upon a member’s filed protest. Unless the law stipulates otherwise, the protest may be filed within the period of 60 days, following the day when a member of an organization learnt or was supposed to learn about the adoption of a resolution of this kind.)
- Done (Important) 3.2b.5: Enabling the members to appeal a Board decision to the General Assembly is generally a very good idea, but I am quite concerned about the last part of this point; the phrase to appeal to the court (...) if the General Assembly does not hold a fair decision seems just too vague for me; could you please clarify what is the meaning of fairness here?
- (Minor) 3.3e: Although I understand the idea of leaving disciplinary actions to the decision of the Board as the ultimate governing body of the organisation, I think that setting up a peer arbitration body (a court of arbitration in the sense of arbitration by fellow members) might be a good idea in case of a Board vs single member conflict (as in the Latin phrase nemo iudex in propria causa).
- A simpler solution to this problem would be to state that complaints against the Board would be heard by the General Assembly. (L)
- In my opinion items 3.2.2 (d) 3.3.3 allow to state that complaints against the Board would be heard by the General Assembly.SusikMkr (talk) 11:52, 4 February 2013 (UTC)
Termination of a Membership
- Done Looks very OK to me :-)
- (Minor) Is "infamous" defined in Armenian law? (J)
Communication to a Member
- Done (Minor) Have you considered the possibility of using electronic means to communicate with your members, or is this a requirement of Armenian law? If possible, I'd suggest to allow using electronic means (especially e-mail), as this would be a much faster and cheaper way than using postal mail.
- Done (Medium) In my feeling, this article is unnecessarily long, especially in comparison with all the other articles. I very much like the way you split article 5 ("The Board") into the ten smaller points; is there a specific reason why you decided not to do that with this article? I can't tell whether this is a usual behaviour in Armenian law, but in either case, having more smaller points (and hence, a clearer design) makes the bylaws easier to change and understand for non-lawyers.
- Done (Medium) Just to be sure: have you checked whether participation in general assemblies is through telecommunication means (I guess this includes IRC, Skype, or phone calls, right?) is allowed under Armenian law? I'm asking this because – as far as I know – plenty of countries do not allow such participation, requiring in-person meetings instead.
- From the Law of the Repulic of Armenia on Public organizations:
(The regular meeting of the organization shall be convened not less than once in two years, in the manner prescribed by the charter of the organization, in the form of joint meeting of its members, or via the telecommunication means.)
- Done (Medium) I have several questions about the idea of having delegates for every 10 members of the organisation:
- Done Can you explain the concept of delegates, how they would be elected and how many of them would there be? (L)
- Done Will a delegates-only GA be required when the number of members breaks 100?
- Done What would happen when the number of members couldn't be divided by 10 (e.g. 116)?
- Done What would happen when members prefer to appear in person at the meeting?
- Done Would the delegates be bound by the decision of the people that chose them, or would they have a free mandate in voting during the GA?
- We decided exclude the concepts of delegates.
- Done (Minor) This points states that members can be notified of an upcoming General Assembly by registered mail, or electronically, or through the mass media, or using any other notification means prescribed by the law. However, it seems to be in contradiction to article 3.4 („Communication to a Member”) mentioned above. Which would be binding?
- Done (Medium) How are members of the organisation supposed to vote on holding an Extraordinary General Meeting? Do you have a special procedure in mind (e.g. voting through e-mail, !voting through a discussion, organising a vote on IRC?).
- (Important) What would happen when no required quorum is reached for the General Assembly to be held? Have you been thinking about adding a provision if it isn't reached? E.g. organising a repeated meeting with no quorum or a lower quorum some time (e.g. an hour) after the planned time?
- This is, in my feeling, a very important point that plenty of existing chapters have had the displeasure to test. I can imagine a situation when there are 50 members of the chapter and only 20 appear on the GA, they would all need to go home without making any decisions because the quorum has not been reached — this probably is something you'd want to avoid happening.
- As a possibility, you might want to talk to other Armenian NGOs and ask them what is the customary way in Armenia to define the quorum and to deal with cases when a quorum is not reached. (L)
- (Important) Wouldn't you want to have a bigger majority (e.g. an an absolute majority or a two-third majority) when deciding about reorganisation or liquidation of the organisation? I see that you thought of having a 75% majority for changing the by-laws, so it might seem quite reasonable to have the same majority for the two cases I mentioned.
- Done (Minor) Have you considered proxy voting? (It might be a substitute to the delegate system that gives more voice to members.) (L)
- According to Armenian law the meeting of General Assembly can be held if the required quorum is reached.
Item 4.2.2 allows hold General Assembly meetings by organizing participation of members via telecommunication means too. Also we can use proxy voting. An official from the State register advised to change required quorum into 50%.SusikMkr (talk) 11:49, 4 February 2013 (UTC)
- Done (Medium) 5.1.1: The Board is supposed to have a Chairperson, a Treasurer and a Secretary; why does this point set the minimum number of Board members to two instead of three, then? Do you plan to merge some roles in the Board (e.g. the Chairperson being the Secretary at the same time)?
- Done (Minor) 5.2.1: Probably a translation issue: "before" should be "until", right? (L)
- Done (Minor) 5.5.1: You should consider adding "and publish the protocols" to the responsibilities of the board. (L)
- Done (Important) 5.7.2: I see that you decided to leave the responsibility for the finances of the organisation to the Treasurer as a single person. I think that you might want to add some provisions about financial controls to the by-laws, for instance stating who has the right to authorise bank transactions or cash payments. In general, I think that it is a good idea to have two co-signers wherever money or non-trivial amounts of money are considered — we have seen plenty of these situations having a lot of bad influence over the functioning of some of the existing chapters.
- Done (Minor) 5.8.2: Why is the Secretary supposed to decide about the order of speakers at a General Assembly? It just feels overly bureaucratic to me…
- Done (Medium) 5.10: What is the required quorum for the Board votings, e.g. when will a decision of the Board be binding? I'd suggest setting the required quorum at at least 50%+1, so to make sure that decisions of the Board are actually being taken (and agreed upon) by most of its members.
- Done (Minor) Will regular members of the organisation be able to take part (not necessarily an active one) in the meetings of the Board? I see that you included a provision for members of the Auditing Committee to take part in the meetings (article 5.10.2), but I know that there are several chapters that convey their Board meetings on public IRC channels — so I thought you might also want to consider this possibility.
- Done (Minor) Both in the case of the Board and the Audit Committee: have you considered having terms longer than 1 year, and the introduction of term limits (the number of years a person may be on the board)? (J)
The Auditing Committee
- Done (Important) How many members is the Auditing Committee supposed to have? Would there be any provisions on their independence from the Board (e.g. they cannot be related to Board members, cannot be sitting in the Board while in the Auditing Committee, etc.)?
- Done (Important) How is the Auditing Committee supposed to implement the decisions of the General Assembly and financial activities of the Organization? Isn't this a task that is normally in the power of the Board, which is generally the main executive power of an association?
- Done I consider this a crucial point which could potentially have great influence over the functioning of your chapter, and would therefore strongly advise for changing it — that is, assigning this right to the Board, and leaving the Audit Committee to be what it usually is: a body of control.
- Done (Minor) 7.1.1: Just out of curiosity: how do you imagine branches to work? Who will define the procedures for setting up a branch? Who will be responsible of actually running a branch? Who will the branches report to: directly to the General Assembly, or just to the Board?
Reorganization of the Organization, liquidation, and use of property in case of liquidations
- Done Looks OK to me; also see comment 7 in #General Assembly.
Amendment of the Bylaw
- (Important) Having 75% of all members attend and agree on a bylaw change at a general assembly seems very very difficult to achieve. You might want to consider changing this to 75% of members who are present, and adding a provision that bylaw change proposals need to be announced in advance. (L)
- According to Armenian Law for deciding about reorganization or liquidation of the organization required the majority of all members, not only attending members.SusikMkr (talk) 11:51, 4 February 2013 (UTC)
Thanks a lot for adding the proxy voting! I do think this requires a few other changes though, to make it work properly.
- First of all, it is important to define the method people can vote/participate via proxy. There are a few different methods, and you should pick the one that fits best with your culture:
- A written ballot. This means that the things to vote on must be exactly known well before the meeting, and it is quite bureaucratic (closed envelopes, counting committee etc.). This is the method Wikimedia DE uses. (article 8.2)
- Authorizing someone who will be present and is also a member to vote for you. This means that people have to find someone they trust enough to know what their opinion would be. That person would basically get 'two votes'. This is good if the members know each other (or at least a few) and trust each other. Also, it allows for a more flexible agenda. It is important in this case that there is a maximum of number of people someone can represent. In most cases, this maximum is 2 extra votes. Wikimedia NL uses this method. (article 12.2)
- Appointing a 'neutral counting committee' or 'teller' that counts the votes expressed, but also registers in advance the opinions of the people who want to vote on distance. The represented people can then give the tellers (a secret) instruction on how to vote. The tellers are bound to follow that instruction. This method is used by Wikimedia UK. (article 11)
- Allowing meeting on multiple locations (teleconference). This can take many shapes, but basically allows online participation in the meeting. This is mostly used in major countries, like Australia (article 9.5 and 10.9) and Canada which even allows text-based meetings (article 7). This requires more organization though, and makes secret voting more complicated.
- Secondly, it is probably important to change a few times in these bylaws 'present' to 'present or represented'. It is for example important to include the proxy votes into the quorum, otherwise it might proof even more difficult to reach it. This is probably less realistic with option 1 (written ballot), but should be OK (depending on Armenian law) for options 2, 3 and 4.
2.5 To promote volunteer work for the achievement of above mentioned objectives.
- 2.1 To support knowledge and education in Armenia, create and disseminate open content.
- 2.2 To support promotion of equal access to knowledge.
- 2.3 To support acquisition and distribution of open content in particular through different projects of Wikimedia Foundation.
- 2.4 To promote discussions and researches on social, cultural and practical aspects of open content.
- 2.5 To promote volunteer work for the achievement of above mentioned objectives.
I have more than 15000 edits in armenian Wikipedia. Member of Wikimedia Armenia Arman Musikyan blocked me indefinitely in the аrmenian Wikipedia (he had a conflict with me in 3 wikiproject). I do several times asked the reconciled, but he don't agree. He said will leave (go away) from Wikipedia, if armenian Wikipedia's sysops unblock me. Why Wikimedia Armenia is silent and gives no assessment of illegal actions of its member? I do a lot, even at night worked on armеnian Wikipedia, and now indefinitely blocked, because of this someone receives pleasure.--6AND5 (talk) 20:31, 12 February 2016 (UTC)