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Latest comment: 10 years ago by AddisWang in topic By-laws review

By-laws review


Hi guys. The Affiliations Committee has completed a review of your by-laws, and we hope you will take them into consideration when finalizing the draft. First, let me begin with some general observations:

  • First, the document shouldn't be called "by-laws" per se, as you are not seeking legal recognition at this time. I would suggest calling it a "constitution" or some other term to that effect, and then transition to "by-laws" should you decide to seek legal recognition in the future.
    not the problem, both by-laws and constitution can be translated in Chinese as "章程", we can use the word constitution.
  • Please be advised that "Wikimedia xxx" is a naming convention that is reserved for chapters. This should mean that all instances of "Wikimedia China" in the document should be changed into something neutral (like "this group") for the time being. (This also means that instances of "Wikimedia Taiwan", which has appeared in the document a couple of times, should be changed as well.)

Moving forward, here are a number of observations and questions about specific items in your by-laws:

  • Article 4 - Should this be required, what exactly will be contained in this article?
    Only needed if the foundation does have the policy that affiliations should have something in their by-laws(or constitutions) regulated by WMF. We can delete this one if not.
  • Article 7 (question 1) - Legally, permanent residents of Hong Kong and Macau who are of Chinese descent are, under the Nationality Law of the PRC, PRC citizens. To make it clear, this should refer then to permanent residents, not citizens. However, let's presume that a permanent resident of Hong Kong or Macau decides to live in Shanghai. Will he/she be allowed to execise membership then?
    Thanks for correcting the terminology, but the second question has yet to be answered: that should a permanent resident of Hong Kong or Macau (who is of Chinese descent) decide to live in China, will he/she be allowed to assume membership in the organization? :) --Sky Harbor (talk) 04:20, 15 May 2014 (UTC)Reply
    That's a good question. I actually want to use the word "境外"(maybe outbound) instead of foreign, but I'm not sure the precise word.--AddisWang (talk) 00:24, 16 May 2014 (UTC)Reply
  • Article 7 (question 2) - Will PRC citizens residing overseas be allowed to exercise membership rights?
    I think it's fine, since we plan to hold most of our activities and meeting online. Also China does not allow multiple citizenship, which exclude people who not temporarily living overseas.
  • Article 9 - We noticed that associate members have more rights than regular members. Normally, this is the reverse, as associate membership implies having fewer rights than regular members do (for example, Wikimedia Philippines does not extend the right to vote to associate members). I would suggest changing the term "associate member(ship)" to "full member(ship)" so that it's less ambiguous in English.
    Thanks for the correction, do you think it's also make sense if we just change it reversely?
    Yes, you could reverse the terms as well, although I took into account the actual terms used in Chinese. :) --Sky Harbor (talk) 04:20, 15 May 2014 (UTC)Reply
    • Article 9.2 - Given the logistics of organizing meetings in China, in particular the long distances between major cities, it would be impractical to expect associate members to abide by the dual requirement of attending meetings and activities. I would suggest that it be one or the other, or that they attend meetings but don't have to attend events (which is the case with other affiliates).
    Those meetings and activities are include online event, so any member who has basic internet connection can fill the requirement.
  • Article 13 - In the event that someone were to forget paying their membership dues (which causes their membership to lapse), but then pays the next year, will he/she be able to continue his/her membership in the organization? Or will they have to undergo the membership process all over again?
    The reason we have membership fee is that we want to confirm the activeness of our members. So it could be, that if any who pay the fee in 2 month after deadline, will continue the membership.
  • Article 16 - Is this a requirement under PRC law?
    No, just for avoiding the financial risk.
  • Article 17 - Does this imply that the Board of Directors will be the sole body to approve the budget? Or will the general membership have a say in how the budget is shaped? If it is the former, we highly suggest that you give the membership body some authority as to how the group's budget is spent, in order to ensure that the money is spent according to the wishes of the organization as a whole, and not just those who are in charge.
    The budget need to be approved by the General Meeting of Regular Members, so all regular member can help the shaping.
    Alright, please make that clear in the actual text. --Sky Harbor (talk) 04:20, 15 May 2014 (UTC)Reply
    Done--AddisWang (talk) 00:32, 16 May 2014 (UTC)Reply
  • Article 20 - Given the number of members your user group has, I think it would be practical to allow your chairperson to be appointed more than once.
    The chairperson has maximum two terms which are four years.(The Chair of Directors shall not be re-appointed more than once)
    Clarificatory question: each term is four years? Or the two terms put together is four years? --Sky Harbor (talk) 04:20, 15 May 2014 (UTC)Reply
    2+2 --AddisWang (talk) 00:32, 16 May 2014 (UTC)Reply
  • Article 23 - Should the membership of an officer lapse, will he/she be discharged from his/her position immediately? Or will he/she be allowed to serve out the remainder of his/her term?
    Will be discharged immediately.
  • Article 27 - Please point us to a copy of the Rules of Order, should this be possible.
    {{Doing}}This probably makes our ten people meeting too completely.--AddisWang (talk) 00:37, 16 May 2014 (UTC)Reply

Thanks and I look forward to receiving your input on this as soon as possible. :) --Sky Harbor (talk) 03:08, 15 May 2014 (UTC)Reply

Thanks for your precise and effective work!--AddisWang (talk) 04:12, 15 May 2014 (UTC)Reply

Thanks for the replies so far, they are enlightening. While reading through, I got the impression that there are a few topics you might want to arrange more explicit unless this is already very clear in Chinese law/customs: How does the General Meeting work, who can call one (in most countries: the Chair or a minority of members, for example 10 or 20%). Especially if you're unincorporated, this might be relevant. Effeietsanders (talk) 10:21, 18 May 2014 (UTC)Reply

Done--AddisWang (talk) 03:10, 20 May 2014 (UTC)Reply
Thanks for the additions. For an inofficial meeting, these rules seem good. I would have some more suggestions if you want to incorporate (especially with regards to financial oversight, voting etc.) but for now that would be unnecessary. Just keep in mind that if you want to incorporate, you ask again some advice to review them.
I did note one thing that cought my attention: you have a minimum attendance of 50% for a General Meeting to be valid. For the beginning this will not be an issue - but when you grow bigger, you probably want to revisit this, and lower this threshold a bit. Nothing urgent for now. Effeietsanders (talk) 15:31, 30 May 2014 (UTC)Reply
Your advice is make sense. Although I don't want to admit it, in at least three or four year, there is basically zero possibility for us to get incorporate. Even looking further, Chinese Government has some requirements on by-laws for those profit that we need to use that sample to rewrite it, so we don't really bothered by these things. And the General Meeting is not hard to attend especially it's planned online which has more flexible on time and form. But you are right, we might need to consider an amendment when we find out it hard to have 60% regular members attend the general meeting.--AddisWang (talk) 18:29, 30 May 2014 (UTC)Reply