Talk:Wikimedia Uruguay/Bylaws/en

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Bylaws[edit]

Hi, please find below some questions regarding the bylaws. Some are simply requests for clarification, to understand fully the meaning behind the articles. Kind regards, Raystorm (talk) 15:49, 7 February 2013 (UTC)[reply]

Hi, yesterday we had a meeting to discuss these points. Here our conclusions:
  • 2.1 (medium/major): these goals sound very very broad and overly ambitious (to coordinate and harmonize the activities carried out by the institutions dedicated to culture, science and technology?). Do you need to put it in for some reason?
  • 2.3 (major): This could be read as if Wikimedia projects are legally under your umbrella. Should be reworded. Maybe, "to support these purposes", or however you wish that avoids the implication of dependency.
  • 4b (minor): From what we understand, an application is submitted to the board, and has to be approved by it. Wouldn't it be easier to accept it automatically?
  • 4d (minor): Please confirm, does this also mean that people who don't pay their membership fee are automatically converted into subscriptors?
  • 5 (minor): Please confirm, from what we understand those who founded the association don't have to send the application, and those named honorary members either. If a person sends an application and is rejected by the Board, he/she may try again, and the GA will decide?
  • 6b (minor) Are you sure you want to make this a requirement? Seems like a hurdle which might hurt in an online community.
  • 6 (minor): While suggested otherwise in other articles, this article seems to suggest that no approval from the board is necessary. Is that intentional?
  • 7b (minor): this seems to suggest that the rights of subscriber associates are quite less than those of actives (i.e. which petitions to the board can exactly be made etc.). We would suggest to change it into 'the same as of founders/actives, except the right to be electors and eligible'. What do you think?
  • 7 (very minor): this suggests that regular honorary associates have no rights at all. Have you considered giving them the rights of subscriber associates?
  • 8a (minor): respect rules and social resolutions - you mean adopted by the association, we take it? Perhaps you could make it clearer in the English version if this is so? The Spanish version appears to mean this, so it's just for clarity's sake.
  • 8c (medium): this doesn't seem to specify how long after the due date this automatic suspension happens, and how many reminders have to be sent.
Do you mean 9a and 9c? Both Fix --Andreateletrabajo (talk) 23:57, 9 March 2013 (UTC)[reply]
  • 12 (medium): it seems unclear how the notice has to be served. Will electronically do?
Fix. --Andreateletrabajo (talk) 23:57, 9 March 2013 (UTC)[reply]
  • 15 (minor): Could you please explain the election system in regular English so all AffCom members can understand? :) Right now there is a bit of confusion. From the Spanish version, we understand it is sort of like a parliamentary system, where you vote on a list of people, i.e. the Labour Party List or the Liberal Party List, and where the number one becomes prime minister. Maybe you could explain the election system a bit more clearly so it can be understood by people with different systems?
Not at all :) Every candidate to President send a ballot with his/her name and signature and the signatures of five other associates. Voter secretly introduce ballot of choosed candidate in an urn. Then, seats are distributed like this. Cheers. --Andreateletrabajo (talk) 13:00, 31 March 2013 (UTC)[reply]
  • 15 (medium): this article refers to certain officer position, but they don't seem to be defined anywhere? We've seen mention of a President, Vicepresident, Secretary and Treasurer. If it's only five people, that would mean there's another unespecified spot on the board?
Raystorm: si ves la versión en español verás que en el primer párrafo se menciona un Vocal que es quien encabeza el acta fundacional junto con Presidente y Secretario. Tal vez puedas ayudar con la traducción? --Andreateletrabajo (talk) 23:55, 7 February 2013 (UTC)[reply]
Ah, ya vi. Pero es que el acta fundacional no es lo mismo que los estatutos. En los estatutos no aparece ni una sola vez la palabra vocal, de hecho. Yo ayudo a intentar traducir el concepto de vocal, por eso no os preocupéis, pero la idea detrás del comentario es que falta un artículo que especifique la composición de la CD, e incluso sus atribuciones específicas. Se puede deducir la composición leyendo completamente los estatutos, pero es más sencillo tener todo en un artículo, ¿no os parece? Raystorm (talk) 09:14, 14 February 2013 (UTC)[reply]
Done. Agregué "Speaker" pero no sé si es lo mejor para traducir "Vocal". --Andreateletrabajo (talk) 23:57, 9 March 2013 (UTC)[reply]
Es dificil de traducir. He visto a veces que se usa member of the Board a secas. Quizá sea mejor aquí también, para que no se confunda con un presunto portavoz de la asociación. Raystorm (talk) 18:59, 19 March 2013 (UTC)[reply]
Leí la página de comapración de traducciones Linguee. Uno de los ejemplos dice "Ordinary Member". Propongo usar esa traducción. --NaBUru38 (talk) 22:28, 3 April 2013 (UTC)[reply]
Me parece buena idea, porque estamos tratando de definir a los "Members of the Board"; sería redundante o al menos poco claro decir que es "Member of the Board". Es seguro, claro, se sabe, pero no es específico. Creo que solo lleva a confusión. Ordinary Member me parece adecuado. Pero como vean. --Ganímedes (talk) 13:22, 6 April 2013 (UTC)[reply]
Changed per "Ordinary Member". --Andreateletrabajo (talk) 01:40, 20 May 2013 (UTC)[reply]
  • 18: (medium): this requires meeting once per month. Seems like a good thing, but even if all members are conveniently located geographically speaking, maybe this is a little too often to be obligatory? (think about vacation periods!)
    • It came from MEC and reason escapes to our control. Apparently in some Civil Assoc. Board and Fiscal had problems and there was no meeting so one made things without another's knowledge. We're clear this point is almost sine qua non, even could be "uncomfortable" to say least. --Andreateletrabajo (talk) 23:57, 9 March 2013 (UTC)[reply]
  • 20 (medium): shouldn't this also include that you need to report their findings directly to the General Assembly?
  • 21 (minor): you seem to need 5 signatures to be candidate for the board. In a mostly online community this might cause some serious hurdles. We suggest to take a less bureaucratic approach. In general this procedure seems primarily aimed at much larger associations. Actually, you might also want to think about the Fiscal and Electoral commissions articles (19, 20, 21) being all taken out, and put into internal procedures. You may have much less hassle if (when) you need to change them.
    • In Uruguay electronic signature are legally acepted - There is a law to support it. It seems not to be a problem to us. And join FC with BT seems not to be a good idea per explanation in 18 (above). --Andreateletrabajo (talk) 23:57, 9 March 2013 (UTC)[reply]
  • 22 (major): this article about the majority required (absolute majority of all members with a vote) seems to be conflicting with article 14 (three fifth of the votes represented)? Or are you purposefully requiring a tougher majority to change the bylaws than for the Board? Please confirm.
  • (important) Please confirm if in Uruguay, as in Argentina, "Asociaciones Civiles" are non-profit by definition.
Hi. A quick answer: almost all is copy from the model of Ministery of Education and Culture (MEC) of Uruguay, wich is the one who rules Asociaciones Civiles in our country. Except from goals and fills numbers of members needed, we didn´t change nothing, and parts of our goals are similar from Wikimedia Argentina. We have said that, as closes our bylaws to model one, as chances to be aproved by MEC we have. Yes, by definition "Asociaciones Civiles" in Uruguay are non-profit. About the rest, we will discuss and tell you ASAP. Thanks. --Andreateletrabajo (talk) 23:36, 7 February 2013 (UTC)[reply]
Okay, we understand and we will take it under consideration. Hopefully any changes required will not be too major that it would make it difficult for you to be approved by the local authorities. Ping us when you can, no worries. Kind regards, Raystorm (talk) 09:14, 14 February 2013 (UTC)[reply]

Electoral system[edit]

Hello, folks! I'm not sure which of the requests for clarification are pendant. It seems that you don't understand the electoral system, so I'll try to explain it. The relevant article says:

"Deberá formularse lista para Comisión Directiva, con indicación del candidato a la Presidencia. Para ser admitida una lista deberá contener la firma de los candidatos y de cinco socios activos más. Los cargos serán distribuidos por el sistema de representación proporcional."

"A list will have to be drawn up for Board of Trustees, with indication of candidate to President. To admit a list will need to contain the candidates’ signatures and of five more active associates. Positions will be distributed by proportional representation system."

(The English version is a little outdated, sorry).

In other words, groups of candidates will present closed lists of candidates, consisting of five titulars and five substitutes:

  • List 1:
    • Titulars: Juan Pérez (president), Lucía Pereira, Marcela Scotti, Gustavo Méndez, Gabriel Correa.
    • Substitutes: Martín Gómez (president), Alfredo Scanavino, Fabiana Gutiérrez, Fiorella Paz, Daniel Belli.
  • List 7, List 29: analogous.

Voters must choose for one of the lists. The five seats are assigned to the different lists with a proportional system (for example D'Hondt). So, if List 1 get 50% of votes, List 7 gets 30% and List 29 gets 20%, they will be awarded 3, 1 and 1 seats respectively. So Pérez, Pereira and Scotti would represent List 1 in the Committee, and so on. If Pérez is absent, Gómez takes his seat as President. Likewise, Scanavino is the substitute of Pereria, and Gutiérrez is the substitute of Scotti.

It's a very common system: major football, social security and medical organizations use it, so be sure that everyone will understand it. --NaBUru38 (talk) 23:01, 3 April 2013 (UTC)[reply]

I am familiar with this system (D'Hont, heh). :-) But for people who are not, it sounds like a really complicated process for a small organization. So the question would be, wouldn't it allow for deadlocks very easily? Is this the only system available to you by law, or could you choose another (more simple) one? Kind regards, Raystorm (talk) 09:56, 7 April 2013 (UTC)[reply]
What deadlocks are you referring to? D'Hondt is hard to calculate, but using the Jefferson method it's very easy. Using closed lists is traditional here, I'm not sure if the government would allow individual candidates (I would also disagree). --NaBUru38 (talk) 15:48, 7 April 2013 (UTC)[reply]
It's not the closed lists, but the proportional distribution of seats. See, in this system, people from different lists will make the board. They make not work well together and produce deadlocks. Or could give minorities excessive power over the entire group (because they could veto proposals unless their agenda was followed). In a big organization this can be mitigated, but in a smaller one, not so much? How would you deal with it? Raystorm (talk) 21:27, 7 April 2013 (UTC)[reply]

With only 5 members and assuming that we choose D'Hondt, a list needs around 20% of votes to get a seat (which is fairly high), and around 50% of votes to get a 3 seat majority (which is fairly low). Since most decisions require simple majority, I think that the risk of deadlocks for lack of majorities is adequately low. Using a winner-takes-all system that excludes minorities would help little to solve deadlock issues. --NaBUru38 (talk) 20:52, 9 April 2013 (UTC)[reply]

There's a potential drawback I see from this lists system for a small (for now) organization. For instance, I am a WMUY member and there are two lists:
  1. Uruguay Avanza (Mario, Luis, Ana, Marcelo and Giuliana), and
  2. Lista Alternativa (Romina, Manuel, Andrea, Carlota and Oscar).
What if I like everybody in UA except for Giuliana because I think Oscar is more appropriate for the position, and still I vote for that list and it eventually gets all the seats. So, I helped a Board Member being elected despite that I consider her "rival" was better suited. Isn't it better by voting for individual candidates and everybody makes their own choices? Or is voting by individual candidates not permitted by the laws in Uruguay? --Maor X (talk) 20:30, 10 April 2013 (UTC)[reply]
If Uruguay Avanza gets 51% and Lista Alternativa 49%, Mario, Luis and Ana took three seats and Romina and Manuel the other two. Not problem with Giuliana or Oscar ;) --Ganímedes (talk) 22:02, 10 April 2013 (UTC)[reply]
Except in case more people would have prefered Marcelo over either Romina or Manuel.
To me the list system seems to meet basic democratic principles; but I have trouble seeing why this would be a preferred way for WMUY, as it seems alternatives relying on selecting individual board members on their own merits would be better for selecting people with the right skillsets, or at least based on their individual support in the association.
Sorry if I missed this explanation, but what would happen if there are less candidates than would be enough to fill full lists. E.g. If in addition to the UA people, Oscar was a lone candidate - would he get his individual list and need to get 20% of the vote to kick Giuliana out - even when for example people would have preferred that both Giuliana and Oscar be on the board instead of Andrea (whom they do not really like except for Romina who put him on the list). <-- I really hope these are not real people here... ; just trying to model the dynamics when voter preferences for individual candidates might not line up with party preferences – especially as chapters are usually not that divisively politicized.
Do you already have some ideas who would fill two lists for the first election?
Have you considered other voting systems? I understand that the list system could be very common in Uruguay; on the other hand, are non-list systems very uncommon? --Bence (talk) 23:07, 10 April 2013 (UTC)[reply]
If more prefere Marcelo over either Romina or Manuel, certainly 5 associates could convince him to head a list. As we say, a list include: Juan Pérez (president), Lucía Pereira, Marcela Scotti, Gustavo Méndez, Gabriel Correa. So, a single list content 5 people. Even when in an election you have only one list, all seats could be filled. There's no chance to have less people to fill seats.
All systems have pros and cons. This is "the" system we use in Uruguay, and is almost for grant that if we change it, we lost all oportunities to becom non-profit association. This is not a minor change. This system is in MEC model, and it´s almost "Universal" in our country. Not just politician or government, but Trade union, Condominium, parents association of school's children, NGO's, etc etc use it. Everybody use it. It is a natural system for us, and almost all organization here use it. Besides, is not so uncommon. Any system is 100% accepted around the world, but this works in more than 70 countries, including Argentina, Venezuela, México, Brasil... Cheers. --Andreateletrabajo (talk) 10:59, 11 April 2013 (UTC)[reply]
Thanks Andreateletrabajo for the explanation. Being the standard system in the country is indeed a very relevant consideration. (Note that the linked Wikipedia page mentions proportional representation at the national level, which is not what is disputed here, rather the application of the system at the level of individual associations where it has not been common in the countries I've seen [as a result of looking at chapter bylaws]). –Bence (talk) 16:45, 15 April 2013 (UTC)[reply]

Actually, each list requires 10 people: 5 titulars and 5 substitutes. The bylaws don't say if the extra 5 signatures are exclusive, that is, if a person is allowed or not to sign more than one list (I believe that it should). --NaBUru38 (talk) 19:01, 11 April 2013 (UTC)[reply]

Thanks a lot for the detailed explanation how the system works. I think I understand the specifics. However I am quite confused by the given explanation why this would be a common system and why this would be the proper system to be used in your specific situation. There are a few things very different between an association with less than 100 members and a trade union with thousands of members and many years of history. And the page you link to on the English Wikipedia covers the central government, not small associations.
I can totally understand why a proportional representation is good for a central government or large organizations (they also use it in most European governments) - in both cases there are clear political differences of directions: social-democrat, socialist, liberal, conservative etc. In a small association, especially in the startup phase it will be more about whether you trust individuals. I have not seen a single chapter use this system (except Wikimedia Indonesia, that goes in the direction but they have a supervisory board with regular selection), even though that very same argument about trade unions, central government etc applies there too.
Could you please provide examples of bylaws of some similar, small and young (3 years old maybe?) associations? Then we can perhaps make a comparison. Also, you say that changing this would mean that you would not be recognized as non-profit. Could you please show me a link which explains this a bit more in detail? (in Spanish is fine).
Please mind you: I don't worry about the details of thresholds etc here, but about the very principle of using party lists for a small immature organization where personal connections are much more important than political direction. I'm happy to discuss the details of the upsides and downsides as well, but having the facts straightened out seems more important right now. Effeietsanders (talk) 08:02, 28 April 2013 (UTC)[reply]
Please check official bylaws draws from MEC. All civil associations in Uruguay have it. Here in FAQs of MEC states:

Asociaciones Civiles. Diferencias con Fundaciones. Ambas tienen en común que son personas jurídicas sin fines de lucro y que, en principio, están sometidas al mismo órgano de control, que es el Ministerio de Educación y Cultura.../Civil Associations. Differences with Foundations. Both have in common that are nonprofit legal entities, in principle, are subject to the same supervisory body, which is the Ministry of Education and Culture ...

La Asociación Civil tiene un mecanismo de autocontrol que la Fundación no posee. En general, en una asociación existe mas de un grupo de socios que pugnan por el poder, por lo que se controlan y vigilan entre si. Al obtener uno de ellos la mayoría o todos los cargos directivos, los otros, ante un apartamiento de las disposiciones del estatuto, recurren a los mecanismos que ese estatuto prevé para corregir la situación./Civil Association has a feedback mechanism that Foundation does not have. In general, in an association there is a group of partners vying for power, so that control and monitor each other. By getting one of them most or all managers, the other, when a departure from the provisions of the statute exist, use mechanisms provides by bylaws to correct the situation.

If we change the official system as your request and then, after long long time (even years) fighting with lawyers and commissions of inquiry, our country rejects the bylaws, what are we going to do next? Can we be chapter without official recognition? Our lawyers says bylaws have no chance to be approved if we make the change you request. If we don´t make it and get official recognition, will you denied us the chapter status? --Andreateletrabajo (talk) 23:46, 28 April 2013 (UTC)[reply]
Wow, that document is very strict! Indeed, it demands multiple groups in the Board. Again, assuming that we choose D'Hondt, a list needs around 50% of votes to get a 3 seat majority. I don't think that it's an excessive number. --NaBUru38 (talk) 14:59, 3 May 2013 (UTC)[reply]

Comment Comment I add these examples:

Examples of "all kind" of CA use:


Name Kind Since
Colegio de Contadores, Economistas y Administradores del Uruguay Economy 05-03-1961
Cudass Sanity 02-14-1978
Asociación Uruguaya de Caminos Roads 07-07-1987
Unión de Surf del Uruguay Surfing/Sports 07-30-1993
Urupov Seeds and vegetables 12-12-1994
UYLUG- Grupo de Usuarios Linux del Uruguay Linux 11-14-1997
Asociación I.N.D.I.A. del Uruguay indigenous descendents 10-14-1998
Casa de los Escritores del Uruguay Writers 06-15-2003
Investigación y desarrollo (I+D) Investigation and development 08-27-2004
Federación Espírita Uruguaya Spiritism 01-18-1988
Sportivo Chimichurri Sports 03-25-2010


Examples of "youngs" CA:

Name Kind Since
Sociedad Uruguaya de Neurocirugía Health 08-05-2009
Sociedad Filosófica del Uruguay Philosophy 12-18-2010
ASOCIACION URUGUAYA DE KITE KLM - LAGO MERIN Sports 04-01-2012
AUDARO Radio-controlled models 09-08-2011
Unión de Futbolistas Amateurs Sports 10-10-2010
ASOCIACION DE INSPECTORES DE TRABAJO DEL URUGUAY Work 2009
Asociación Civil Red de Apoyo al Plan Ceibal Society-Computer science 04-11-2011
“COMISIÓN VECINAL BARRIO LA FORTUNA” Society 01-21-2012
Asociación de Crohn y Colitis Ulcerosa de Uruguay (ACCU) Health 10-24-2011

--Fedaro (talk) 20:52, 17 May 2013 (UTC)[reply]

Hi, thank you for your input and your patience. :) We would like to ask just a few more questions to further clarify your specific situation:

  1. Can the bylaws and election system be changed post-incorporation without fear of losing your existing incorporation? (I.e. if the change is not accepted by the ministry, can you continue to function with the original bylaws)
    It's possible, but really messy. We repeat this is the model bylaws of Uruguay
  2. Could the lists used for election be 1 member lists? Would that technically work?
    No. "A list should include 5 members: President, Vice, Treasurer, Secretary and Ordinary member (...) and 5 substitutes."
  3. Can a person be present on multiple lists? E.g. if someone does not get elected to be on the board, can they be on the list for election to the financial council?
    No for FC. "Fiscal Commission will be composed by three incumbent members(...) and will be elected in conjunction with three preferential substitutes, simultaneously with the election of Board of Trustees (...) [They] cannot be incumbent at the same time or substitutes from Board of Trustees. - Can a person be present on multiple lists? E.g. if someone does not get elected to be on the board, can they be on the list for election to the financial council? . They're choose at same time and can't be simultaneously in Board and FC. (Maybe this part ot bylaws should be refined in a more pulish english)
    Yes for EC. "Electoral Commission will be made up of 3 incumbent members (...) It will be chosen by regular general assembly, in year correspondent to elections, with an equal number of substitutes. (...) It will cease functions once new integrants of Board of Trustees take up their positions." - They're choosen per only one voting act, by not list-sistem, but direct vote.
  4. Do you have enough active members to run a full election to all of your bodies? How many members does it take?
    Yes, we need 22 users and we've got it (even more).

Kind regards, Raystorm (talk) 09:43, 18 May 2013 (UTC)[reply]

Contesto intercalado. Saludos. --Andreateletrabajo (talk) 22:06, 18 May 2013 (UTC)[reply]
About we're small to use this system, how many members do you think we need to be aproved as a valid system? --Andreateletrabajo (talk) 20:36, 19 May 2013 (UTC)[reply]

Letter to WMUY[edit]

Dear members of Wikimedia Uruguay,

First of all, we want to let you all know that we appreciate your patience and your remaining active through this process and especially that you have answered all of our questions carefully. We sincerely want to move forward.

Even though we feel a little uncertain about the implications of your electoral system, we have to assume that this is simply the reality in Uruguay and that you have very little chance to come up with a different voting system and have it accepted by the national regulators, if so; but nevertheless, we need to be sure that the group can remain active after the first rounds of elections, meaning that the group requires a good number of people to start the chapter and new ones to join it as time passes by. Thus, given that running elections in WMUY would take at least 22 people, we would like you to have at least 37 people signed up and ready to join. No, it is not a random number: that would mean you have 15 more members than the minimum needed according to your bylaws, which is more or less similar to what we require when there are only 5 board members. Please try to understand that we want to make sure you will have a vast enough community to achieve all your goals and bring new ideas into projects that would benefit the community as a whole..

Since some of your members have signed up a long time ago, it would really, really help us if you were all so kind to update the date of your signatures, to show that you are still active. We all know many people like to sign up as a sign of sympathy, while signing up should indeed mean a commitment to join a formal organization. Please make this clear to your members and supporters when requesting them to renew their signature in Meta. Besides, getting all of your members mobilized for a signature would be a good community-building exercise, as you can really see who you really count on. For us, this would enable us to proceed with a recommendation to the Board of Trustees.

Personally, as a member of Iberocoop, I can attest you are doing a great job and I am more than confident you will gather that number of signatures.

Warm regards,
Maor X (talk) 21:23, 20 May 2013 (UTC)[reply]

Thanks a lot. We really appreciate your understanding about this matter. Let me inform immediately to the other members to refresh the list. I will archive the old list and create a new one to avoid confusions. See you (hope) soon. Cheers. --Ganímedes (talk) 22:39, 20 May 2013 (UTC) --Andreateletrabajo (talk) 22:45, 20 May 2013 (UTC)[reply]


We have now reached 44 signatures, seven more than those requested. The old members in many cases have renewed their signatures. We also have new signatures and new Wikipedians, and enough to form two lists. And surely the number continues to grow. Some additions are very recent, but no less important, in some cases teachers who will work in the project Wikipedia in Education. In other, four cases, members of the free software community have decided to join to give us a hand, we have a lot in common. All of this has served to demonstrate that we can contact quickly to do something, and in three days obtain a number of signatures that previously had taken five years to get. All signatories with one thing in common, push the Uruguayan chapter of the Wikimedia Foundation, to do more and better synergy with the rest of the community around a project in which we believe. Warm regards
--Fedaro (talk) 02:13, 25 May 2013 (UTC)--[reply]

Thank you very much, very impressive work. :) This is just a short message to let you know the Affiliations Committee is voting on a resolution now, and you can expect to hear from us shortly. Kind regards, Raystorm (talk) 18:42, 31 May 2013 (UTC)[reply]
Hi guys, thank you so much for your hard work so far. The Affiliations Committee is recommending to the Board to approve Wikimedia Uruguay as the 40th chapter. The Board's deliberations usually last about two weeks on these kinds of resolutions. Best regards, –Bence (talk) 21:35, 4 June 2013 (UTC)[reply]
Thanks a lot. --Andreateletrabajo (talk) 22:47, 4 June 2013 (UTC)[reply]
Thank you very much for everything. For us the most important begins now, we have a great work to do ahead.--Fedaro (talk) 15:58, 5 June 2013 (UTC)[reply]
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