Talk:Wikimedia España/Borrador de estatutos/en

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Aún no se han terminado los Estatutos[edit]

Los estatutos a día de hoy está en deliberación y aún tienen que ser bastante revisados ya que hay cuestiones importantes pendientes de debatir. Creo que lo mejor sería esperar a conseguir una versión estable y luego traducirla posteriormente. Saludos, --Elisardojm 10:46, 10 February 2010 (UTC)[reply]

Bylaws o Statutes[edit]

¿Cómo se va a traducir Estatutos?, ¿bylaws o statutes?. Debería ponerse en todo el texto la opción más adecuada (que no se cual es...). Saludos, --Elisardojm 12:19, 3 May 2010 (UTC)[reply]

Statutes no es válido en este caso, pues su uso se suele reservar para niveles jurídicos superiores donde tengan fuerza de ley (e.g. Statute of Catalonia). El debate estará entre Bylaws y Articles of Association. Los dos términos son igualmente válidos, sólo varía su uso según el territorio. Bylaws es el más extendido, llegando a ser el que usan en WMF. Por ese motivo, y dado que la finalidad de la traducción es enviarla a la Fundación, creo que deberíamos homegeneizar con la terminología que ellos emplean. --Mangelrp 03:50, 4 May 2010 (UTC)[reply]
Muy bien. Ya he unificado todo a Bylaws. --Elisardojm 07:40, 4 May 2010 (UTC)[reply]
Jo. :( Me gusta más articles of Association, pero va... Raystorm 17:39, 4 May 2010 (UTC)[reply]

Artículo 2[edit]

Dice que la asociación se constituye por tiempo indefinido, y se traduce por "The period of duration of the Association is perpetual.". ¿Perpetual no será demasiado? ;). No sé si este es el uso legal en inglés, pero si no lo es creo que sería más adecuado poner "indefinite" o "unlimited", ¿no?. Saludos, --Elisardojm 12:47, 3 May 2010 (UTC)[reply]

Yo lo tomé de los estatutos de una empresa inglesa. :) Así que muy incorrecto no puede ser... Raystorm 17:16, 3 May 2010 (UTC)[reply]

Disposición transitoria segunda.[edit]

Hola, yo en " The first term of office and financial year will end on December 31st of the year of the association's registration, regardless of the registration's year." pondría registration date en vez del último registration's year (¡ojo!, sin el genitivo). Felipealvarez 18:21, 4 May 2010 (UTC)[reply]

Ok, hecho. ;) Raystorm 21:37, 4 May 2010 (UTC)[reply]


4.4[edit]

¿"way via"?....lo de via....--Marctaltor 21:53, 4 May 2010 (UTC)[reply]

Es correcto, aunque pueda parecer un olvido en la traducción :-P --Mangelrp 22:21, 4 May 2010 (UTC)[reply]

Por cierto[edit]

Que siempre he visto que en los textos legales en inglés se habla de "Section" y no de "article", como en [1] o "rules" como en [2]..El "Collins" ahabla de "article", pero también de "Section"...no se, lo dejo a la sabia elección de los traductores, porque lo que es yo, como solo traduzco con google XD...--83.33.194.151 07:32, 5 May 2010 (UTC) Marctaltor, que me se avía olvidau registrame[reply]

Comments from the chapters committee[edit]

Legend:[edit]

The importance of the changes to make or their priority is rated as follows:

  • Critical: no change in the critical point will lead to impossibility of approval.
  • Important: Changes should strongly be considered for the Chapters Committee to consider approval, but compelling reasons for not making the changes (such as clear legal requirements) will be accepted.
  • Medium: Changes would bring much more clarity and functionality, they should really be considered, but are not a stop to approval.
  • Minor: Changes could be made, but are definitely not a stop for approval
  • remark/advice: Usually stems from experience with other chapters, is a remark about something that makes little sense, something that might bring along problems. Remarks and advice are usually rather culturally oriented and may not apply in the case reviewed

Disclaimer Note, none of the chapters committee members are lawyers, so all remarks having to do with legal matters are made to the best of their layman knowledge. :)

Thanks, we are already reading the modifications proposed. --Lucien leGrey (m · es) 20:42, 2 July 2010 (UTC)[reply]

Name of the association[edit]

(Vladimir - minor) Name of the association does not really reflect its full scope, it might be interesting to change that.
(Delphine - advice) As an example, Wikimédia France's name is "Wikimédia France, Association pour le libre partage de la connaissance" (Association for sharing free knowledge). Wikimedia Deutschland is "Förderung freies Wissens" (support free knowledge).
We prefer Wikimedia España. In Spain shorter names are favoured. If it’s absolutely necessary, we can change it, add an "Asociación por el conocimiento libre" behind it. But if it’s not a dealbreaker, we’d rather go with Wikimedia España.
As far as I'm aware, you can also decide to add this not as the official name, but rather as a way ow to present yourselves. The reason why Wikimedia france changed their name was to secure tax deductibility and avoid confusion with Wikipedia. But again, that's just advice ;) notafish }<';> 12:57, 3 October 2010 (UTC)[reply]

General principles (1-6)[edit]

Art.3 purpose:[edit]

(Lodewijk - important) Currently, these phrases are primarily towards the WMF projects, and free information as secondary purpose. I would turn it around, and make the free content etc as main purpose, putting in the WMF projects as specific example and focus (but not limited to etc).
(Vladimir) This phrasing might bring about a dependancy between WMF and WM ES which we want to avoid, review phrasing as per Lodewijk.
(Ray remark) If reference to WMF is maintained, it should then be identified with Florida, not California.
(Delphine - important, remark) I would not even mention Florida or California and refer to Wikimedia Foundation as such. Otherwise, completely agree with the fact that Free Knowledge should probably be the main purpose, while supporting the Wikimedia Projects is a means, not really an end. This article needs reviewing.
Article 3: Okay, we’ll change the wording, so it says:

The purpose of the Association will be to promote, directly or indirectly, the distribution, improvement and support of all projects that support free access, use, study, modification and redistribution of content, like those hosted and supported by the Wikimedia Foundation, Inc..

We can take out the "like those hosted and supported by the WMF" part too if you want, we just think the example might be illustrative.
No, you can leave that in. I find thei phrasing very good as it really carries the greater purpose of the chapter. notafish }<';> 12:59, 3 October 2010 (UTC)[reply]

Art. 4 Activities:[edit]

general remarks

(Lodewijk - advice) I also see no advantage to limit languages to WMF-used languages, I would just leave that out since it is only a potential point of conflict.
(Bence - advice) "permanent cooperation with the WMF" (Art 4.3) and the point about "WMF languages" (Art 4.) could and should be left out. Generally mentioning the promotion of the WMF projects (article 3) should be fine.
Okay, we’ll take out 4.3 and the last paragraph that deals with languages.
OK. notafish }<';>

point 1

(Lodewijk - remark, advice) These activities focus again on the WMF projects, confusing the whole by abbreviating with projects. I would suggest to generalize this again to free content, and just focus in the everyday practice on the WMF projects.
(Delphine - advice) Agree with Lodewijk. It is much clearer to always use 'Wikimedia projects" when referring to the wiki projects hosted by the Wikimedia Foundation.
We believe that the proposed changed above of article 3 would render unnecessary the modification of article 4.1. What do you think?
Could be indeed. Just know that it is a constant mix within and without the chapters. "Initiatives" instead of "projects" for non Wikimedia projects is a good word to use. notafish }<';> 13:04, 3 October 2010 (UTC)[reply]

point 3

(Nathan - important) Mentionning the trademarks in this article seems superfluous, as use of the trademark should be determined through a contract down the track. As worded, this would seek to tie up WM ES with the WMF in involvement in Spain.
(Vladimir, Ray, Bence,Delphine - important) All in agreement with the fact that this is superfluous.
As we said above, we'll delete it.
OK notafish }<';> 13:04, 3 October 2010 (UTC)[reply]

Art. 6 Bodies[edit]

(Lodewijk, critical) The board, General Assemblee and chair have been defined here. What I am missing is an audit committee or something alike who has full access to the books and can give advice to the general assemblee. I have not seen this mentioned elsewhere either.
(Delphine - comment on Lodewijk's remark) As far as my experience goes, this is not something the chapters committee can require. Such bodies exist in some chapters - ie. Wikimedia Deutschland with a "Kassenprüfer" - someone who audits the financial records - but does not exist in others - it doesn't in Wikimedia France, although for example the law requires an external audit after the association has reached a certain amount in donations received. As such I would definitely not call this a critical point, it is way too tied to local law and practice. It is a good thing to have, but it is not the chapters's committee role to "require it". I would therefore advise to look at possibilities of integrating an audit committee in the structure, but would not hold approval if it isn't integrated.
(Lodewijk - suggesting not to send this around before we got this one clear internally) Of course would an external audit suffice. But one way or another, imho there should be an audit to allow the membership to have control over how the board has functioned. To me, that is just a healthy organizational structure issue, not just because it is required by law. If they have an alternative method to allow such controlling I am more than willing to consider it - but yes, imho this falls within the area of the chapters committees tasks for making sure the bylaws are creating a healthy structure with sufficient safeguards to avoid the chapter going crazy.
(Ray, remark) The middle paragraph of Article 6 appears to allow for local groups, but I found the wording obscure.
(Bence, comment on Ray's remark, remark) It does leave open the possibility for regional structures, which I guess should be expected in a country like Spain, but it also includes the two safeguards of having a board member in them and that the internal policies (of the whole association) govern them.
(Delphine, remark) I am not sure that "having a board member in them" is a safeguard, it seems like unecessary executive function of the board to me (at least in the long run). Maybe an explanation of what is really meant here would help?
Article 6: According to articles 14.1 and 14.2 of the LODA, members have unlimited access to the accounting books. As per article 19.5 of these bylaws, the Treasurer could audit the financial records. And in the General Assembly, any member may ask for an external audit. As per article 25.7 of our bylaws, members have a right to be informed about the state of accounts. At any time. And in article 6, paragraph 3, of these bylaws it says that the Association will fulfill the documentation and accounting obligations required by the Law of Associations. We believe there are enough safeguards to allow for a healthy structure.
That works for me. notafish }<';> 13:06, 3 October 2010 (UTC)[reply]
Regarding local groups, you are right. The wording is deliberately vague. Internal policies and having a member of the Board that deals with them are our two safeguards. A local group would need to be approved by the Board, and that decision would later have to be ratified by the GA. The Board has veto powers: it follows the activities of the local group, how it is working, etc. If at some point it deviated from its purpose (for example, it starts doing politics), the Board would ask the member that coordinates these groups to explain/find out what’s going on. The Board would be able to suspend the activities of the local group if necessary. Our internal policies ("Reglamento de Régimen Interno") will explain who sanctions these groups and how. And the idea is to have permanent contact with the Board member that coordinates these groups. We can provide a link to a sneak peek of the RRI in Spanish and Italian if you like (no English yet, sorry). It may seem that having a Board member dedicated to this task is unnecessary, but we expect quite a few local groups to appear if we are approved, and coordination and a certain amount of watching over them seem prudent to us. So you see, answering Delphine, it's not having a Board member in the local structure, so much as a representative of the local structures in the Board.
Thank you, that makes it clear to me and alleviates my worries. notafish }<';> 13:06, 3 October 2010 (UTC)[reply]

Art.6 & Art.11:[edit]

(Lodewijk, remark, question) The role of local structures is not really clear, and also the rest of the bylaws is quite vague here. They are said to have the ability to designate collectively representatives to the board - what does this mean? Are any members from these local structures also automatically member of the chapter? A better clarification would be very welcome here.

Local structures will be able to designate collectively candidates so they can be members of the Board with local attributions.
"Can be" in Spanish ("podrán ser") is understood to mean that the possibility exists, not that it is a given. This is a point reached by compromise while writing the bylaws. We can change the translation for "Local structures will be able to designate collectively candidates for the Board seats with local attributions.", if you think it's clearer. They could be able to nominate and support a candidate from the local structure so he/she could become part of the Board, specifically a member who deals precisely with local structures. And regarding the last question, you cannot be part of a local structure without first becoming a member of Wikimedia España.
Thanks for the explanation, it's now clear to me at least. notafish }<';> 13:07, 3 October 2010 (UTC)[reply]

General Assembly (7 - 11)[edit]

Art. 9[edit]

(Ray, comment) In Article 9 a quorum of half the members of a broadly based national organization seems highly unrealistic. A far more modest quorum would work better.

(Bence, comment on Ray's comment) Note however, that this high quorum is only on first call, on second call there is no such requirement. (I could imagine that they have a similar standard practice as in Hungary where the "second call" with no quorum requirents happens 30 minutes after the first unsuccessful call.)
(Delphine, comment, question) Agree with Ray, but would like to know if Bence's assumption is right (ie. there is the possibility for the second call to happen shortly after the first). For the record, quorums vary in different chapters (25% for WM FR, none a priori for WM DE for example)

(Lodewijk, medium) The law (art 12) allows to be "represented" on the GA. This sounds like voting by proxy. Especially when considering the higher than required quorum, I would find it wise to explicitely allow voting by proxy, and therefore making the quorum more realistic - in a big country like Spain.

(Delphine, important) I have to agree with Lodewijk, I didn't find any explanation of how people would be "represented" to vote. It would be a good thing to think about it. Or did we miss something?
Bence’s comment is dead on. There is no such requirement on second call, which can be 15 minutes later. It seems we have a similar standard practice as in Hungary, yes. As to how people would be represented, each member would be allowed to vote in person, by mail, or by delegation on another member (i.e, in a closed envelope); attaching also the means by which he or she can be properly identified. Of course, in the last two scenarios the vote would be valid only for the issues that are included in the agenda ("orden del dia"), not to any incidental issues that might arise, but it's the system used in Spanish associations, imperfect as it may be.
OK. That sounds good. I am still missing the explicit ways to vote per proxy, but these might be detailled in something like an "internal rules of procedure" document or something. Dunno. notafish }<';> 13:09, 3 October 2010 (UTC)[reply]

Art.9 & 10[edit]

(Lodewijk, remark, advice) qualified majority: A qualified majority has been mentioned for Art.10.7 - Art.10.12, but not which percentage etc. (this has however been defaulted at art.12d LODA). Ideally, I think it is better to require a higher majority as well (ie, 2/3) for these high impact changes - especially considering changing the bylaws and dissolution.

A qualified majority in Spain is 50+1, as per the law. What you suggest about requiring 2/3 for high impact changes is just not legally possible because of the LODA. We have confirmed this with a lawyer.
Answer does it ;) notafish }<';> 13:11, 3 October 2010 (UTC)[reply]

Art. 11[edit]

(Ray, comment, advice) For Article 11 there can be problems when last minute nominations can take place at the General Assembly, particularly in that it allows disgruntled groups to hijack the meeting, and perhaps the entire organization. It might be better if nominations were received early enough to be included with the notice of meeting. There does not appear to be anything that says that to be a Board member a person must first be a numerary member. (Lodewijk, question) Is it correct that candidates for the board do not have to be a member?

(Bence, answer to comment, comment) Article 12 does say that " Board composed of a Chair, a Vice-Chair, a Secretary, a Treasurer and at least three other members, all of them numerary members," - and it would be strange otherwise. I think the possibility of hijacking the board depends on the size of the "factions" and not on any extra bureucracy. (I think its up to the Spanish if they feel they should put in some extra safeguards regarding new members' voting rights.)

(Ray, comment) What is not clear in the composition of the Board is whether the officers are elected directly by the membership. The other possibility is to have the membership simply elect board members who would in turn choose the officers from among themselves. The latter can be helpful when you are trying to match skills with specific offices. (Lodewijk, Bence, Delphine, question) Are the elections per office, or just for board members and are the offices then distributed by the board itself? COuld this be clarified?

Okay, we’ll take off last minute nominations. We can explicitly state that nominations must be presented to the Secretary 15 natural days before the GA. And in writing. As Bence says, according to Article 12, to be eligible for the Board you must be a numerary member. We would be very interested in hearing your ideas about how to avoid hijacking of meetings. After consulting to our lawyer, we can tell you that limiting the voting rights of new members is not an option. It's one thing to put filters for someone who aspires to be on the Board, and another to put obstacles to the right to vote. Of course, to be a member you must first be approved by the Board, and members can be expelled if they do not follow the bylaws. So some filters do exist. But how to avoid hijacking by disgruntled groups seems next to impossible. Taking off the last minute nominations will certainly help, but beyond that, we don't think we can do much more. Regarding the composition of the Board, we can clarify and propose the following: Closed lists. A group of people present their candidacy for the Board, with offices already explicitely stated. So yes, officers are directly elected by the membership, but previously the candidates to the Board will have chosen the offices among themselves. For example, list A will contain 10 names, and each name will have alongside the position in the Board that person will occupy if the list is chosen. Like, Eva Gorialon -> Treasurer. We do not discard the possibility of individual nominations, but we will define in our internal policies how and when they could be presented.
Re: highjacking: Apart from doing a good job and making sure that you have the right members doing the right thing, there isn't much you can do to prevent last minute highjacking. I can't recall at the top of my head, but surely if worse comes to worse you can have "good" members call a new general assembly if the association has been highjacked and redo the whole thing, or in the worst worst case scenarion, the members probably can appeal to the Foundation to revoke chapter status.
Re: Board officers: I don't think there is a "good" or a "bad" way of doing this. As long as it works for you, you should do what you think makes the most sense. WM FR has the board elected as a whole, and the board decides who is going to be treasurer, president etc. WM DE has people voting on officers. Both have their avantages and drawbacks. notafish }<';> 13:18, 3 October 2010 (UTC)[reply]

Board (12 - 21)[edit]

Art.12[edit]

(Lodewijk, comment, advice, important) From this article, the way the office periods are distributed seems quite undesirable to me. If I understand correctly, elections are limited to once every three years - and vacancies in between are appointed. I would like to suggest:

Maximum term duration 3 years (3 ordinary assemblees)
Board/GA can decide for shorter duration/different schedule (also making it possible to have elections each year for half of the members for example)
If a vacancy appears, appointment can be made, but election has to happen next GA for the remainder of the term.
This still allows roughly for the same procedure but also gives more liberty.

(Ray, question, important) Three-year terms are fine, but you would benefit from not having all the terms end at the same time. Also, what happens when an elected board member fails to pay his dues for the second or third year of his term.

(Delphine, advice, important) Suggest to look into practical implementation of the three year term (ie. for example, terms not all ending at the same time but 1/3 one year, 1/3 the second year etc., the idea being to make sure that there can be continuity). My experience is that a 2 year term is a good compromise for a vounteer organisation, it does not allow for too quick a turnover as one-year terms do, and is not quite so long and heavy as a three year term.

Three-year terms of office do not imply that anticipated elections, for example, are forbidden. As per Article 7, an extraodinary General Assembly can be requested by a fifth of the numerary members, at any time. On any topic. Or by the Board itself. It does not exclude the possiblity of calling for anticipated elections. We will certainly take into account your suggestions, but here in Spain we usually have four year terms, and agreeing on three was a compromise between those who thought as Delphine and those more used to the Spanish terms for carrying out projects. We'd rather give it a shot. Delphine’s suggestion of 1/3 ending at different times is complicated. It prevents the possibility of closed lists as explained above (which we believe could help avoid hijackings) and it may create problems in the functioning of the Board if different factions are in conflict. And well, answering Lodewijk, we believe what you propose is covered by both Articles 7 & 12. Current wording of no 12 does say that: Vacancies in any of the posts of the Board during its term of office will be covered temporarily by its members, or by a person designated internally by the Board that will have to be confirmed in the following General Assembly. And answering Ray, if someone (member of the Board or not) fails to pay his/her dues on one or two occassions, there will be warnings and he/she will be given a prudential time to pay up. If the situation goes on with no changes, our internal policies will dictate the path to follow. But let's say that we acknowledge these are difficult times, and being flexible might go a longer way than being too rigid.
OK. I hope you'll forgive the smile that came to me as I read the Spanish terms for carrying out projects ;). notafish }<';> 14:09, 3 October 2010 (UTC)[reply]

Art 14[edit]

(Ray, comment) In Article 14 there is a clear benefit to having meetings that are open to all members, but you should still allow for closed meeting in sensitive circumstances where personal information or sensitive contract negotiations are discussed.

(Bence, answer to Ray's comment, advice) They should look into the legal possibility, but don't think this will be a practical problem as it seems there is no need to give advance notice of a meeting.
(Delphine, comment on Ray's comment) I agree with Ray here. As a consequence, I would leave this part out unless it's a requirement. Who can take part in the meetings of the board can be later defined in a separate document (règlement intérieur in French, not sure of the English word for that), for example.

(Ray, comment) The second transitory regulation creates a strange anomaly. It is fine in relation to the financial year, but first terms of office would do better to last until the first general assembly. As the provision reads you could find yourself on January 1 with nobody having the authority to manage the affairs of the association.

(Bence, answer to Ray's comment) This is simply a translation anomaly. The first regulation refers to the board, the second only refers to the accounting year ("ejercicio asociativo y económico" tranlated as "accounting period" in art. 29 and as " term of office and financial year" in the second regulation -- the first meaning seems to be correct).
(Delphine, advice) In order to have a consistent copy of the bylaws in English, it would be great if that part could be proofread and amended accordingly.
Okay, we’ll allow for closed meetings. You’re right, it makes sense. We can change the wording so it says that Board meetings will be open when the Board so decides.
La Junta Directiva se reunirá cuantas veces lo determine su Presidente, o a petición de un tercio de sus miembros o de un quinto de los socios. Para que las reuniones de la Junta queden válidamente constituidas, serán necesarios la mitad más uno de sus miembros. Los acuerdos deberán ser aprobados por mayoría simple de votos; en caso de empate, el voto del Presidente será de calidad. Los socios no pertenecientes a la Junta Directiva dispondrán de voz, pero no de voto, en las reuniones en las que participen.
The Board shall meet whenever the Chair so decides, or at the request of a third of its members, or of a fifth of the members of the Association. The Board meetings shall be duly constituted if the majority of its members are present,[3] and its decisions shall be valid if approved by a majority of votes. In the case of a tie, the Chair shall have the casting vote. Members that are not a part of the Board shall have voice, but no vote, in the meetings in which they participate.
And to prevent consistency problems, we’ll use "accounting period" too in the second regulation, no problem.
Great. notafish }<';> 14:10, 3 October 2010 (UTC)[reply]

Membership (22 - 27)[edit]

Art 25[edit]

(Lodewijk, comment) I find it weird that honorary members and benefactors do not have rights no. 1, 3, 7, 8, 9, 10, 11, 15

(Delphine, comment on Lodewijk's comment): As I understand it, not specifically stating the "rights" of the honorary members and benefactors does not mean that they don't have access to some of the information. It just means that they might not be _by default_ informed. Nothing prevent an internal rules document to state that some of these infos will be shared with the honorary members and benefactors. So yes, it might be weird at first glance, but makes things much easier in the long run. It's always easier to add things in practice than it is to take them away. As such, it seems to me evident that something like 7 (To be informed of the composition of the Board, its agreements and the agreements of the General Assembly, the state of accounts and the development of activities.) is going to be public anyway, so honorary members and benefactors will know about it.
What Delphine said. :) Honorary members and benefactors do not pay fees, and so do not have the same rights as numerary members. And as they don’t have the same rights, they also don’t have the same duties. They have voice, though not vote, in GAs. A reason for this is to avoid corporations and the like to acquire excessive power over the Association. Honorary members and benefactors are more of a simbolic figure. A way to express our gratitude, or to honour relevant people. As we said before, we have a RRI in the works we could show you (in Spanish & Italian) if you’d like to see it. It’s not definite, and it still needs a lot of work, but if you’re interested you could take a look at it. We’d be delighted to hear your comments on it.
I'd love to glance at it. notafish }<';> 14:12, 3 October 2010 (UTC)[reply]

Art 26[edit]

(Lodewijk, comment) Idem for duties no. 7 (same comment as above).

(Delphine, comment) same comment as above for me too.
See comment above too. ;)