Basis and examples
New York City requires face-to-face meetings, which are completely inappropriate for California because our Chapter Contact will be studying in Santa Barbara. Foundation bylaws allow participation by "electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board," meeting notice, "delivered personally, or by email, chat, or fax to each Trustee" (do we want to allow meeting notice by chat?) and voting by "mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means" (but voting methods are unspecified, unlike in Robert's Rules.) Here is an interesting graphic pertaining to conducting business on-wiki.
Suppose there were three pages called "notices", "minutes", and "motions". In order for things to get on the minutes, they have to have been on the notices for a week and approved by two members. Once something has been on the minutes for two weeks, the proposals in it are listed on the motions page where members may vote. After another two weeks, the passing motions are listed on the notices, and in another week, the motion on that item is closed.
We would probably want to introduce motions necessary to form on an accelerated basis, as exceptions to the rule. For example, the bylaws could state that the mission, articles of incorporation, bylaws, 501(c)3 application, officers, initial projects, and the initial set of chapter grant applications, all begin on the motions page as if they had been there for a week, to close in two weeks.
We should include the Foundation Chapter agreement by reference. This way the Foundation will retain complete control if the WikiBusinessMeetings go haywire and are taken over by forces opposed to the Foundation's mission. In that case, the Foundation could adopt an amendment to the chapter agreement saying, for example, "the membership of the Wikimedia California chapter shall exclude....," or similarly transfer funds from the Chapter if culprits can't be identified, or veto Chapter project(s). Should Wikinews be insulated from this kind of control somehow?
Immutable bylaws for preserving charitable purpose of mutual benefit corporation
We should specify some immutable bylaws which insure that the assets of the chapter return to the Foundation if it is ever dissolved, that the Foundation is the beneficial owner of Chapter assets, and that the charitable educational mission may not be amended. Although we can easily obtain a federal 501(c)3 tax exemption, those provisions may be necessary to obtain the (possibly redundant but a good idea anyway) California State Franchise Tax Board tax-exemption (which costs $25 to apply for) because while all public benefit corporations qualify for state tax-exempt status, not all mutual benefit corporations do. 220.127.116.11 20:25, 20 May 2010 (UTC)