Talk:Wikimedia India/bylaws/historic

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I've created an initial draft of bylaws. Please feel free to make necessary changes. Utkarshraj Atmaram 10:56, 19 November 2007 (UTC)

Trust vs. Society[edit]

In India, a non-profit organisation can be registered a society (under the Registrar of Societies) or as a trust (by making a Trust deed). Another option is registration as a section 25 Company under the Companies Act, 1956. The Income Tax Act, 1961 treats all three of these equally, in terms of tax exemption and granting 80G certificates (whereby donors to non-profit organisations may claim a rebate against donations made).

As per the initial discussions, the Wikimedia India chapter will be either a trust, or a society. Societies are similar in to trusts, but there are some differences:

Public charitable trust Society
Most states have Public Trusts Acts; in absence of a Trusts Act in any state or territory, the Indian Trusts Act, 1882 is applied. Governed by Societies Registration Act 1860 (all-India act, but many states have variants on the Act e.g. AP)
A minimum of two trustees are required to register a trust; no prohibition against non-natural legal persons or foreigners serving as trustees A minimum of seven individuals are required to form a society.
Application for registration must be submitted to the deputy/assistant charity commissioner having jurisdiction over the region / sub region in which the trust is sought to be registered. The application should include:
  • Details in the prescribed form (available at a very nominal cost); the application form should be signed by the applicant before the regional officer or superintendent of the regional office of the charity commissioner or a notary
  • a court fee stamp of Rs.2/- on the form
  • a nominal registration fee (ranging from Rs.3 to Rs. 25), depending on the value of the trust property (Rs. 3 if the value of the trust property <= Rs 2,000; Rs. 25 if the value > Rs. 25,000)
  • a copy of the trust deed (aims, objective, bylaws etc.)
  • an affidavit, which must be sworn (by the trustees making the application) before a notary and executed on non-judicial stamp paper of Rs 10/-
  • a consent letter which may be prepared on an ordinary sheet of paper and signed by the trustee(s) other than the trustee making the application. In the absence of a consent letter from the remaining trustees, the deputy/assistant charity commissioner can insist on the presence of all the remaining trustees for the hearing.

Processing the application usually takes about six to eight weeks.

Registration can be done either at the state level (in the office of the Registrar of Societies) or at the district level (in the office of the District Magistrate or the local office of the Registrar of Societies). Application has to be submitted with:
  • memorandum of association, and rules and regulations
  • consent letters of all the members of the managing committee
  • authority letter signed by all the members of the managing committee;
  • an affidavit sworn by the president or secretary of the society on non-judicial stamp paper of Rs 20/-, together with a court fee stamp and
  • a declaration by the members of the managing committee that the funds of the society will be used only for the purpose of furthering the aims and objects of the society.

The process of registering a society generally takes a longer time than registering a trust.

A public charitable trust must register with the office of the Charity Commissioner having jurisdiction over the trust (generally the Charity Commissioner of the state in which the trustees register the trust) in order to be eligible to apply for tax-exemption. The applicants must register the society with the state Registrar of Societies having jurisdiction in order to be eligible to apply for tax-exempt status.
Governed by the trustees Governed by a governing council or managing committee
(only individuals?) Individuals or institutions or both may be members of a society
Legal title of the property of a public charitable trust vests in the trustees (However, the trustees cannnot use trust property or their position for their own interest or private advantage. They cannnot enter into agreements in which they may have a personal interest that conflicts or may possibly conflict with the interests of the beneficiaries of the trust.) Public charitable trusts are highly regulated. For instance, in many states, purchases or sales of property by a trust must be approved in advance by the Charity Commissioner. all property is held in the name of the society
Trustees may not delegate any of their duties, functions or powers to a co-trustee or any other person, except that trustees may delegate ministerial acts. The general body of members delegates the management of day-to-day affairs to the managing committee.
Indian public charitable trusts are irrevocable -- if a trust becomes inactive due to negligience of trustees, the Charity Commissioner may take steps to revive the trust. If it becomes too difficult to carry out the objects of a trust, the doctrine of cy pres, meaning "as near as possible," may be applied to change the objects of the trust. Societies may be dissolved; the dissolution must be approved by at least 3/5 of the society's members. The funds and property of the society must be given/transferred to another society, preferably one with similar objectives
Trusts don't have to file annually, with the Registrar, any information Societies must file annually, with the Register of Societies, a list of the names, addresses and occupations of their managing committee members.

Utkarshraj Atmaram 07:44, 8 November 2007 (UTC)

Good one. Thanks a bunch. --H P Nadig 17:43, 8 November 2007 (UTC)
Thanks to Utkarshraj for his excellent summary. I'd suggest we think carefully about whether we really want to be a public trust. As Utkarshraj has pointed out, they're highly regulated, and I mean highly regulated. The Commissioner of Charities has a whole bunch of powers of inspection, etc., and my experience has been that not all of them are very pleasant people to deal with. Being a public trust also means that persons "with an interest in the trust" can sue the trust under certain circumstances, such as not properly performing their duties, which we'll need to look at carefully, keeping in mind that the court can remove trustees and appoint its own nominees. There are also other more minor issues - the Bombay Public Trusts Act, 1950 (which still applies to Gujarat AFAIK) requires all public trusts to pay a portion of their annual income (I think it's 2%) to a fund the Commissioner maintains - to be exempt, we'll need to define ourselves as being solely for the purpose of secular education.
Societies are set up to be more democratic, and the managing committee doesn't have anywhere near the level of powers or duties that trustees have, which is a good thing. They're also a lot less supervised, and since you don't have a trustee-beneficiary relationship, they can't be sued as readily by members of the general public. Members can sue, but the courts have fewer powers to interfere in how they conduct their business. There may, however, still be an issue in that I seem to remember that under the Bombay Public Trusts Act, registration is compulsory under certain circumstances even if you're actually constituted as a society.
In my opinion, given all this, it'd probably be a good idea to seek legal advice on what sort of organisation we should form. -- Arvind 10:49, 14 December 2007 (UTC)
Agree with you completely. After having spoken to HPN, it appears that it would be more pragmatic to have a "registered society" for the chapter, rather than a trust. The facts you state about the Bombay Public Trust Act and it's application in Gujarat hold true. — Nearly Headless Nick {C} 10:44, 16 December 2007 (UTC)
I am catching up on these. Indeed, there are a number of reasons that make me (from a totally outsider point of view) think a society is more "democratic" than a trust for a chapter and therefore probably better adapted to a "wiki" culture like ours. Although I wish to point out that I am the first to say "An organisation is NOT a wiki" ;-). notafish }<';> 12:47, 17 December 2007 (UTC)

Existing chapters[edit]

Here is a table showing composition of Board of Directors, its term etc. This will help us finalize the bylaws of the proposed Wikimedia India chapter.

Chapter Type Headed by Term of Board Mode of selection
Wikimedia CH (Swiss) "Società" Committee 1 year The Committee is elected by the members
Wikimedia Deutschland "Registered Association" Board (president, vice-president, treasurer, secretary, upto six assessors) ?? All Board members elected by members
Wikimédia France "non lucratif régie" (Non-profit organization) Board / Conseil d'administration (5-9 members, including the President, the Secretary and the Treasurer) 1 year All Board members elected by members
Wikimedia Israel "Amuta" (non-profit society) Board of Directors 3 years All Board members elected by members
Wikimedia Italia "Associazione" Board 1 year All Board members elected by members
Wikimedia Nederland "Association" (non profit membership organisation) Board (5 members, including the President, the Secretary and the Treasurer) 1 year All Board members elected by Assembly of members (except the first board)
Wikimedia Norge "medlemsorganisasjon" (Non-profit membership organization) Board (9 members, including the President, the Secretary and the Treasurer) 1 year All Board members elected by members
Wikimedia Polska "Stowarzyszeniem" (Voluntary association) Board (7 members, including the President, the Secretary and the Treasurer) ?? ??
Wikimedia Serbia "Citizen association" Presidium (at least two members), Executive Board (5-11 members) 5 years for Presidium, 4 years for the Executive Board All Board members elected by the Assembly of members
Wikimedia Taiwan "non-profit civic and educational organization" 9 Directors and 3 Supervisors (including the Chairperson) 2 years All Board members elected by the members
Wikimedia UK Company Ltd. (due to problem with UK Charity laws) Board of Directors 1 year All Board members elected at the General Meeting

Utkarshraj Atmaram 15:37, 10 December 2007 (UTC)

Board term[edit]

  • 1 year seems ideal for me Nichalp 02:50, 11 December 2007 (UTC)
  • I'll go with with either 1 or 2 years. Should not be too long, should not be inconveniently short. Utkarshraj Atmaram 04:48, 11 December 2007 (UTC)
  • Two years seems fine. — Nearly Headless Nick {C} 17:44, 14 December 2007 (UTC)
  • I suggest term of first commitee not too short nor too long so 18 monts and looking at Indias Geographical size and time it takes to get to know responsibilities itself is going to be long enough I suggest 2 years term from second commitee.Mahitgar 16:15, 15 December 2007 (UTC)
  • From the above, it is clear that most chapters are societies. I support a society as it is inherently more democratic than a trust. Also, given that all of us may not be active in Wikimedia activities for ever and given the increasing importance of and participation in Wikimedia chapters, we need to have an open model - society seems to fit the bill much better than trust. Further, I believe that it is better to have 2-year terms with half the members retiring annually (like 1/3rd of people retiring from Rajya Sabha every 2 years - 6 years term) - this leads to continuity and change. I believe that the location of the society should be in a centrally located / easily accessible city like Bombay/ Bangalore/ Hyderabad. The current number of contributors in a city should not be a deciding factor because if that was the case a couple of years back, the Wikimedia India chapter would have been incorporated abroad as most contributors were NRIs. --Gurubrahma 17:29, 15 December 2007 (UTC)
  • The registered address of a trust does not in any way impede the functioning of the chapter across the country. — Nearly Headless Nick {C} 10:20, 16 December 2007 (UTC)
It does, however, affect the law under which it'll be governed, and the particular Commissioner of Charities who'll be in charge of regulating it. This absolutely must be a consideration, regardless of whether we're going to be a charity, trust or company. FWIW, the UK chapter is registered as a company, amongst other things because of the legal hassles associated with being a trust. I don't think we should rule out even the option of a s. 25 company limited by guarantee. -- Arvind 18:26, 16 December 2007 (UTC)
The laws governing the trusts and societies in India are very similar. The constitution of a society is regulated under The Societies Registration Act, 1860 plus applicability of the Bombay Trust Act, 1950. — Nearly Headless Nick {C} 12:04, 17 December 2007 (UTC)
Not necessarily. Societies and trusts are state subjects, so some states have their own laws (the SRA does not apply to Karnataka, for example - instead, you'd be governed by the Karnataka Societies Act), while others have amended the SRA as it applies to their states (an example is the change in Maharashtra and Gujarat that makes it mandatory for societies to also be public trusts). I really think there is an advantage in choosing the most favourable legal regime. If we were to register as a S. 25 company, though, it wouldn't matter in which state we were registered. Basically, I've had some not-so-pleasant experiences with the Bombay Public Trusts Act when I was practice, so my first reaction is that we should try and avoid a situation where its applicable to us, but I'm happy to be persuaded that it won't be a problem. -- Arvind 10:21, 18 December 2007 (UTC)
  • I'd prefer one year myself, since people can always stand for re-election, but if that's not acceptable I'm happy to go with Gurubrahma's suggestion as a compromise. -- Arvind 18:26, 16 December 2007 (UTC)

Feedback[edit]

I have read through your preliminary bylaws and are positively impressed. I like you general approach and are especially glad to see that you have elobarated on a pheasable approach to work with regional bodies. The only questionmark I have is your strong demand that voting members must be active mambers. Would it not be a risk that associate members would be seen as a second class membership. And how will you handle people like members of parlament or other key persons interested to support the goals of WMF and your Local Chapter. Would you not trust them with full voting rights? This is a minor point and I have not disussed it with my collegues to know if they feel the same, so please take it only as my personal comment for now. Anders Wennersten Treasurer in Wikimedia Sverige and member of the Chapters committee Dec 13.

One more thing. It could be interesting for you to have a look at the proposed Bylaws for Canada Wikimedia Canada/Incorporation. They also elaborate on having regional bodies, but they want the regional bodies to elect the Board of the Local Chapter, ie the other way around from your proposal. I have no opinion on this issue, but find it interesting you have choosen so different approaches - perhaps both are good, dependant on country and culture? Anders

Centre for Environment Education[edit]

The w:Centre for Environment Education, Ahmedabad is headed by w:Kartikeya Sarabhai have agreed to allow us to use their premises as the official address of the Wikimedia India chapter. Karthikeya Sarabhai is a enthusiastic young man of 60 years age, and is very interested in the promulgation of free culture and open education across the nation. The Centre for Environment Education has a number of offices across the country[1], and can support the Wikimedia India chapter in the initial stages of it's functioning.

Mr. Sarabhai was also interested in organising projects for local-language Wikipedia projects across the nation, since he believes that they can be used as an crucial tool in empowering the young students, the youth and the society in general.

The Centre also played host to the UN-sponsored w:Fourth International Conference on Environmental Education, or the Tbilisiplus30 which is organised every ten years (November 24-28). Comments? — Nearly Headless Nick {C} 10:28, 16 December 2007 (UTC)

I believe that starting a chapter with the help of supporting organisations, especially in logistics, is a very important advantage for a starting chapter. It allows for exchange of best practices as well as simply mutual motivation. I would advise to take advantage of such support if it otherwise makes sense geographically (I mean, free office space in Paris France won't probably do much for Wikimedia India ;-) ) notafish }<';> 12:50, 17 December 2007 (UTC)

This is from the notes which I took –

  • On November 4, 2007 – the Times of India had published an article on the contributors from the cities of Ahmedabad and Vadodara in Gujarat in the Gujarat edition of the newspaper.[2]
  • For the next few days, Akash and I received a few phone-calls from some organisations functioning in the open-source sector. Akash received a phone call from AdiNet, which is a project under the governmental INFLIBNet.
  • The AdiNet people are interested in creating a Gujarati encyclopedia on the internet which would be accessible for all. However, they were also interested in the wiki-model and wanted to know how they could promote collaboration among Gujarati speakers so that they could contribute to their website.
  • On December 13, 2007 – I went to meet Mr. Sarabhai at the CEE, prepared for action and after having prepared notes as to what I should be speaking in the limited time I had. In sometime, it was quite apparent to me that apart from being very enthusiastic, he was very techno-savvy too and already knew a lot about Wikipedia and other sister-projects.
  • The Centre for Environmental Education (which according to them also encompasses social environments) has been preparing for a project to promote not only a compendium of resources in Gujarati but also other languages which are used across the country.
  • "This initiative", according to Mr. Sarabhai, "would provide an impetus for the aggrandisement and promotion of the languages of India."
  • They intend to promote these projects through campaigns in college campuses and through the media for "usher[ing] in an era of intellectual development and prosperity."
  • The plan is under development, and they would be offering scholarships and internship opportunities to students for contributing to local-language wikis.
  • The Centre has a team of legal experts who can help us to constitute the chapter as soon as possible.
  • Nearly Headless Nick {C} 11:14, 16 December 2007 (UTC)
Sounds a viable proposal,It would have been better we had one or two more options/proposals for comparisons I am bit concerned about fact that Indian Wikipedians contributing to various Indian Languages do not seem to be participating in wikimedia India related discussions.Bengali Wiki wikipedia is doing well but why there is no representation coming from them?

Mahitgar 14:12, 16 December 2007 (UTC)

This is a great idea. But I have concerns about locating the hq of Wikimedia India in Ahmedabad. What are the advantages of having the foundation registered in Ahmedabad? Are the laws favourable in Gujarat? In what way? Wouldn't it be better to register in a place like Bangalore which is considered to be the IT capital of India? Aren't we more likely to find better patrons there? At this moment there are only 2 active users in Ahmedabad (Sir Nick and me), and I don't see myself in Ahmedabad for more than 4-5 months now. In such a case, the entire burden (if there is any) would fall on Sir Nicholas. - Aksi great 03:26, 17 December 2007 (UTC)
The chapter would be national. That means, the place where it is registered does not matter. Wikimedia India can have offices elsewhere too, and the members of the society would not be prevented in organising events etc. The only work that needs to be done here, is administrative, which can be taken care of at the CEE. Also, my father is a Chartered Accountant, and he can help us with maintenance of the accounts etc. — Nearly Headless Nick {C} 11:19, 17 December 2007 (UTC)
The advantages have been cogently listed above. The CEE India has offices and branches all across the country and they are doing good work for environmental and social education. This is more about the "Free culture movement" than an "IT movement". Wikipedia and other Wikimedia projects represent more than Information Technology and the internet. The burden will fall on all of us, as team-members, who would be working all across the country. Cheers, — Nearly Headless Nick {C} 12:35, 17 December 2007 (UTC)

Fiscal year[edit]

My knowledge of financial matters is quite poor, can someone clarify this term for me? Aren't fiscal years in India from April 1 to March 30? - Aksi great 03:23, 17 December 2007 (UTC)

We have the option of choosing it. However, I would agree with April 1 to March 30 every year. — Nearly Headless Nick {C} 14:30, 17 December 2007 (UTC)
1st April to 31st March is the tax year. Although organisations are free to choose their own accounting year, most choose to follow the tax year because it makes life much easier. Unless there are strong reasons to choose a different year, it'd probably make sense for us to do the same even though we're going to seek tax exemption. -- Arvind 18:23, 18 December 2007 (UTC)
Support Arvind 's point of view Mahitgar
It is usually 1st April of one year to 31st March of the next. There are exceptions. The only relevant one is that in case of newly started AoP, BoI, it starts from the date of registration or the date when it is started.--Nilotpal42 14:10, 3 April 2010 (UTC)