Talk:Wikimedia Sverige/Bylaws

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On IRC, someone asked if a good English speaker could check this document. I recommend you to talk to en:User:Cbdorsett. He is a part of translation project on English Wikipedia and will be happy to help you guys. --Aphaia 18:05, 29 August 2007 (UTC)

Thanks for the recommendation. Sure, I'll be happy to help. When do you need it? Cbdorsett 11:48, 30 August 2007 (UTC)
ASAP/ 11:57, 30 August 2007 (UTC)

Comments on the bylaws[edit]

1 § The association's name and purpose[edit]

Wikimedia Sverige is a non-profit association, independent of political parties and religious attachments, based in Sweden. The association shall function as a legally independent chapter of Wikimedia Foundation, Inc. The association shall work towards making knowledge freely accessible to all humans, especially by supporting the projects of the Wikimedia Foundation. The association shall also work to spread knowledge about the Wikimedia Foundation projects, promote their use, and support technology essential for them.

Wikimedia Sverige is independant from the Wikimedia Foundation. As such, the sentence "The association shall function as a legally independent chapter of Wikimedia Foundation, Inc." is superfluous and almost contradictory. "Chapter" or its translation in many languages is understood as a "subsidiary" and we don't even want to hint this. I would rewrite this paragraph as follows:

Wikimedia Sverige is a non-profit association, independent of political parties and religious attachments, based in Sweden. The association shall work towards making knowledge freely accessible to all humans, especially by supporting the Wikimedia projects, hosted by the Wikimedia Foundation, Inc. The association shall also work to spread knowledge about the Wikimedia projects, promote their use, and support technology essential for them

Or something along those lines. In short, keep the references to the Wikimedia Foundation to a minimum and where they can lead to absolutely no misinterpretation or confusion. This change is mandatory. notafish }<';> 12:52, 30 August 2007 (UTC)

3 § Annual general assembly[edit]

Wikimedia Sverige's top deciding body, is the annual general assembly. The annual general assembly shall be held annually, before the end of March. The assembly shall be considered valid if it is attended by at least three members, and a notice of the assembly has been sent to the members at least six weeks before the assembly; the notice shall contain information about time and place for the assembly, and information about assembly documents. The assembly shall be held at a place, easy to go, for most of the association's members.

Wow. I find "three members" really small. I mean, especially since the vote seems to occur at a simple majority of the expressed votes (ie. the people who are present, usually), so there's no keeping anyone from calling an assembly in a very remote place no-one can access and take over the association? That's weird. How about 1/10th or 1/6th (random numbers) and no less than 10 or something like this? notafish }<';> 12:52, 30 August 2007 (UTC)

A decision is made through simple majority, if nothing else is stipulated.

Out of curiosity, where would it be "stipulated? notafish }<';> 12:52, 30 August 2007 (UTC)

5 § The board[edit]

The board is the association's deciding body between the general assemblies. It is responsible for the ongoing activity and is able to delegate parts of this responsibility to individual members or work-groups. The economical responsibility and the overbridging activity responsibility cannot be delegated.

The board shall consist of an uneven amount of members, and cannot exceed 17 persons.

1 is an uneven amount, I would add something like "3 minimum" or even better, 5 minimum and 17 max. notafish }<';> 12:52, 30 August 2007 (UTC)

The chairperson is Wikimedia Sverige's official representative. The board appoints a treasurer and other needed position holders, within itself. If a member resigns the rest of the board elects an acting board member, as a replacement for the resigned.

How does the chairperson get elected/chosen? notafish }<';> 12:52, 30 August 2007 (UTC)

The board can elect one or a few co-opt board members. Such a member has the right to speak and make proposals at board meetings, and can be elected to hold a position within the board, but does not have the right to vote.

Are these on top of the 17 mentionned above? notafish }<';> 12:52, 30 August 2007 (UTC)

6 § Board meeting[edit]

The board shall have at least four meetings where journal is kept, every year of activity. The board shall gather when the chairperson has summoned it to, or when half of the board demands to. The board is competent to act only when more than half of the board members are present and all board members have been noticed. In the event of a tie the chairperson may cast the deciding vote, except in elections within the board, where the chance decide.

At board meetings voting by proxy is not allowed. Decisions by the board are made though simple majority. When equal votes are passed, the chairperson has the decisive vote, if it is not a matter of an election of a person - if so, lots will be drawn.

Considering that you have a potential for 17 board members, that means that in a worst case scenario no decision can be made unless 9 people manage to get together to vote. I find this very constraining. Unless it is standard practice, I would suggest putting the maximum of potential board members down (maybe 13, or 11), or agreeing to a smaller number of present for board vote. notafish }<';> 12:52, 30 August 2007 (UTC)

12 § Dissolution[edit]

A decision about dissolving the association is made at the ordinary general assembly, with 2/3 majority. The property of the association is, when it's dissolved, given the Wikimedia Foundation Inc. (founded in 2003) with residence in Florida, United States.

Are you sure it's possible? ie. Swedish law allows you to give that to a foreign organisation? If yes, then OK. notafish }<';> 12:52, 30 August 2007 (UTC)

Non-official comments on Delphine's comments by User:Mannen av börd[edit]

  • 1 §. You're right. note by notafish }<';> -- bylaws changed accordingly
  • 3 § In Sweden 3 people is minimum to have an organization at all.

That's why the limit is 3. It's just so 2 people doesnt have a meeting and think its still valid. Only the board can call to assembly, and why should the board want to take over? Regarding a very remote place, the bylaws especially say: "The assembly shall be held at a place, easy to go, for most of the association's members." to prevent that. "A decision is made through simple majority, if nothing else is stipulated." - stipulated, as in stipulated in 11 §

Makes sense. I had missed the place part :/. I was just thinking it might be difficult in real life to actually get 9 people together. :/ But that was just a personal comment, so I'm fine if it stays that way. notafish }<';> 18:16, 30 August 2007 (UTC)
  • 5 §. I agree with you regarding 3/5 minimum

The chairperson is chosen at the ordinary general assemby. In 3 § it says "The election of a chairperson" in "A compulsory agenda during every annual assembly". The co-opt board members are on top of the others, and not chosen by the assembly.

OK, I had missed that too, doh! I looked for it though... notafish }<';> 18:16, 30 August 2007 (UTC)
  • 6 §. I dont think there will ever be 17 ordinary members of the board, but why make it impossible? changed to 5-13
Again, just a comment. My experience shows that big boards in our organisation come to be very quickly and then are blocked very easily because there are too many people who can't come to an agreement or are never there at the same time etc.
  • 12 §. There is no law about associations, so it is OK to give it to Wikimedia. Perhaps we should have your identification number, if there is such.
The Wikimedia Foundation definitely has some kind of identification that we could provide yes, why not. I'll ask. notafish }<';> 18:16, 30 August 2007 (UTC)

Comments by copyeditor[edit]

I'm a lawyer by education and experience, but my experience is in California, not Sweden. I'm copyediting by request. I am dealing with both language issues and legal issues, but it is up to a Swedish lawyer to "make it legal."

What is a "juridical person?" It sounds like a corporation to me, or some other fictitious "person". Why would anyone want to give a voting voice to a corporation? I recommend making membership open ONLY to natural persons, and taking out all language relating to "juridical persons." Does Swedish law have an opinion about this?

I'll keep working on the language, leaving these portions for last. Please reply ASAP. It's holding up the show. Thanks. Cbdorsett 19:54, 1 September 2007 (UTC)

Thanks for helping us. You are right in your intepretation of the (erronous) expression "a Juridical person". There are still some point we do not have concesus on, primary on if and how to handle other parties then natural persons ie if also corporations of non commercial type like research corporation should be allowed to join. We are also not in agreement how to define age limitaions to voting and to age demands for holders of postions in the organisation. And lastly there are some uncertainties over some minor details like the statement that the member fee should be over xx kr. In Sweden we make up this type of Bylaws for this type of small non profit organsaiton from a template from the tax department, who are the only authority involved in getting it approved. Anders Wennersten 17:40, 3 September 2007 (UTC) Treasurer and adm in the temporary organisation
Juridical person can perhaps more correctly be translated as legal entity. Even other non-profit associations are included in the term. There is no Swedish written law about non-profit associations, so Swedish law cannot have any opinion./Mannen av börd 19:06, 3 September 2007 (UTC)
OK, folks, I'm done. I left some comments on the association's main talk page. I made quite a few changes in the text so that it would be easier to understand. This involved adding or removing sentences (in one place, I found a whole paragraph that was repeated using different wording.) I also moved section 9 up to section 7. I guess you should take this "copyedit" as proposals for modifying the proposed by-laws themselves. Yes, you may be using a template from the tax department, but based on my experience with such things in the US, you will not have any trouble with a document that is clearer than their boilerplate. I'd also like to suggest that you make the minimum membership of the Board to be 3 people, not 5. The by-laws should specify the number of initial members of the Board, as well as the maximum (though I would note that a vote of the General Assembly can change that number as well). Also think about whether you want to allow 13-year-olds to serve on the Board. I put "age of majority" as the limit for auditors, but I don't know what that is in Sweden. Please let me know if you need any more help. Cbdorsett 06:51, 4 September 2007 (UTC)
We are thankful for your help with the language. Unfortunately, the language was the only thing we wanted help with. We didn't want you to make any changes except the language fixes needed. The English bylaws shall only be a translation of the Swedish bylaws. Place delete and rewrite everything that was not in the original version. Thank you. Regarding the Tax Agency, their recommendations aren't too precise, and the bylaws are written in accordance with Swedish tradition. I regard changes like a simple majority validiating an assembly not noticed by the board, being a violation of this tradition. I hope for no hard feelings. You have done a great job with the language fixes./Mannen av börd 09:56, 4 September 2007 (UTC)
OK, I re-fixed the structure and letter of the bylaws. This said, a LOT of the changes that Cbdorsett made (other than the plain language things) were sorely needed. Please refer to my comment sin the history to see what should probably be changed or clarified in the Swedish version. The last 2 paragraphs, for example, are redundant, and there's a few concepts that are not clarified throughout the bylaws, such as majorities (of whom? of what?) and such things. A thorough re-reading of the Swedish version by a lawyer would probably be a very good thing to make sure that there aren't any inconsistencies or holes. This said, I believe the actual English version is closer to the existing Swedish version.notafish }<';> 11:40, 4 September 2007 (UTC)