Talk:Wikimedia Venezuela/Bylaws

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Input from ChapCom[edit]

Thanks a lot for the bylaws. They seem pretty solid, I mainly had some reservations about the voting percentages you mention in there. They seem rather high and might become very impractical quite soon, when you grow your membership base. If these are legal requirements that is too bad and you will have to live with it, but if it is not, I would strongly advise to review them again and consider lower percentages or different methods. You will need to find a balance between avoiding "wrong" decisions and not getting stuck in "no" decisions. Of course you are free to make your own choice here in the end.

Secondly, I am missing a clear mechanism through which the General Assemblee can control the board in their handling of finances. Some sort of Audit Committee which can check all the books of the board and gives advice to the General Assemblee might be advisable.

I tried to indicate with minor, mediate and important how important I think the remarks/questions are. Minor means that you can do whatever you want with it, I just stumbled upon it and make a suggestion. Mediate means that I think it is important, but it is mainly your problem and an inconvenience. Important means I think it is quite important :) (but not necessarily a showstopper).

Thanks for submitting, and I'm looking forward to answers!

Kind regards, Effeietsanders 15:17, 29 May 2011 (UTC)

Remark: shortly after posting these questions, the bylaw text was updated, so some questions might be outdated already. Effeietsanders 14:28, 31 May 2011 (UTC)

Second view[edit]

After the changes have been made I have reviewed the bylaws once again, and found there are a few issues remaining still. I especially have some worried in how the General Assembly is working out - I am afraid this will cause you big problems along the road. Potentially even put your chapter in a lockdown at some point (with the 50% requirement). I think that is something to be avoided. Thanks for answering the leftover questions! Effeietsanders 14:45, 25 June 2011 (UTC)

General Remarks[edit]

  • Important - missing is a clause about an audit committee or another method of auditing the financial information the board provides to the General Assemblee annually. Effeietsanders 15:17, 29 May 2011 (UTC)
Hello Effeietsanders, regarding this, there are several mechanisms:
First, the President and Treasurer are both in charge of the finances, and according to the bylaws they must submit anually a report of the state of the finances.
Second, Any member through the Twenty-first Clause can request at anytime to look at the books
Third, in case of an issue (embezzelment or similar) the Twenty-Eight Clause can be called upon that member: "c. -) For engaging in illegal acts, embezzlement, violation of public decency and morality, disrespect of other Members or any other crime punishable by law."
Finally, Venezuelan "IRS" (SENIAT) holds anually audits on _ALL_ Nonprofits/NGOs. DamianFinol 13:39, 31 May 2011 (UTC)
Hi, the 21st clause looks good at least for the basics. I would recommand still to set this up in some kind of a committee too - but this is then downgraded to a minor suggestion, since the membership can basically decide to do so at all times with Clause 21. Effeietsanders 13:26, 2 June 2011 (UTC)
  • important - I'm missing information about who sets the budget for the next year. For example the General Assemblee (proposed by the board) or the Board (proposed by the treasurer). I have a personal preference for the first one, but it is most important that the procedure is clear. Effeietsanders 15:17, 29 May 2011 (UTC)
Well, the president and treasurer will prepare the budget (Tenth and Twelveth clause) and propose it to the board (Ninth Clause) who will either approve it or not. DamianFinol 13:39, 31 May 2011 (UTC)
Maybe I'm overseeing something, but I don't see such statement with the treasurer (clause 12)? However, I see that (now?) the board will also put the budget forth to the Assembly for approval, so that is definitely good. Effeietsanders 13:26, 2 June 2011 (UTC)
Now minor - if the treasurer should also be responsible for this, you might want to add it to his tasks. Otherwise, this is all fine. Effeietsanders 14:10, 25 June 2011 (UTC)
  • question - What does the law say about changing the articles? Effeietsanders 14:45, 25 June 2011 (UTC)
As it is stated in the Twenty-fourth Clause: "The amendment to the bylaws may only be in Special Meetings specially convened for that." --Jewbask 14:17, 26 June 2011 (UTC)
Yes, I noticed that :) But are there any specific majorities required? Effeietsanders 14:44, 26 June 2011 (UTC)
My mistake! I forgot to add that line in English. Any amendment/change to the articles will be approved with a favorable vote of at least two-thirds (2/3) of the Full Members of the Association. --Jewbask 02:01, 28 June 2011 (UTC)
Thanks for clarifying. So if I understand correctly, this is 2/3 of all members, and not just the members who are present at the Assembly? If this a majority required by law, or could you also choose for a percentage of the members present? Effeietsanders 08:02, 28 June 2011 (UTC)
This is 2/3 of all Full Members. If I remember well ATM, it is required by law. Also, Venezuela is a large country, and some of our members live 1.5 hours away by plane from Caracas, so choosing for a percentage of the members present at a specially convened meeting would be unfair to those who cannot attend. --Jewbask 01:58, 4 October 2011 (UTC)

Title V[edit]

Old Art. 12: minor - probably a translation issue, but are the over or under age? And how do you define "of age" exactly? Under Venezuelan law? Effeietsanders 15:17, 29 May 2011 (UTC)

Yes. Venezuelan law specifies minors are under 18 years old.DamianFinol 13:46, 31 May 2011 (UTC)

Old Art. 12: minor - probably translation as well, but will the be allowed to vote? Effeietsanders 15:17, 29 May 2011 (UTC)

No, they have a voice but no vote until they turn 18. Plus to join they need a parent consent. DamianFinol 13:46, 31 May 2011 (UTC)

Old Art. 14: mediate - 50 percent is quite high requirement to get a special assembly without board support. Would it make sense to change this to something along the lines of "5 members or 10% (or 20%) of the membership, whichever is higher"? If you get more than a few members, 50% of the total will become quickly quite impossible to reach, making this clause useless. Effeietsanders 15:17, 29 May 2011 (UTC)

Old Art.16: minor - My guess would be that very soon you would get a hard time to get more than 50% of your members to be present. Would it make sense to perhaps decrease the waiting time a bit to 30 minutes - or get rid of the 2/3 step? Effeietsanders 15:17, 29 May 2011 (UTC)

Old Art.16: minor - the situation that you get less than 50% of the members present, seems one that might occur quite often once you grow a bit. To require a 2/3 majority then, seems a bit inconvenient. Of course you could work with it, but consider it in the light of the possibility that you might have to do every assembly that way. Effeietsanders 15:17, 29 May 2011 (UTC)

This is all for an extraordinary meeting, and it calls for active members at the moment. Surely, if the situation is dire a 2/3 majority wouldn't be an issue. Regular meetings are still scheduled. Extraordinary are just that, extraordinary, if the board doesn't call for it (which is easier) then the 2/3 can kick in. This is pretty much standard in Venezuelan law.DamianFinol 13:46, 31 May 2011 (UTC)
It seems we read this clause quite differently. It seems to suggest that the 2/3 goes for all Assemblies. If your interpretation would be the case, I would agree it would be fair enough. Effeietsanders 13:51, 2 June 2011 (UTC) --> moved to a new bullet for clearity.
  • NEW 19th clause: minor: This clause mentions a few times "by the board" where it seems more appropriate "by the association"? Effeietsanders 13:51, 2 June 2011 (UTC)
Renamed to "Board of Directors of the Association", as it is the Board who plans the activities and convenes its meetings.--Jewbask 02:30, 4 October 2011 (UTC)
  • NEW 19th clause: It seems the voting rights are not mentioned here? Effeietsanders 13:51, 2 June 2011 (UTC)
Items b) ("To elect and be elected") and c) ("Participate and collaborate in the activities planned by the Board") mention it. Chapter V includes the powers of the Assembly of Members, and also says who can vote. It also states who calls the meetings, either ordinary of extraordinary. --Jewbask 14:01, 3 June 2011 (UTC)
  • minor New 22nd & 23rd clause: "The supreme authority and direction of the Association shall be the legally constituted Assembly, be it ordinary or extraordinary. Its decisions are adopted when they are taken with a favorable vote of at least two-thirds (2/3) of the Full Members that attend this Assembly and shall be binding."
    A 2/3 majority is quite a lot for normal decisions, this might be something that becomes inconvenient. (but if it is normal to you, your call) Effeietsanders 14:35, 25 June 2011 (UTC)
Yes, it is the norm in Venezuela for NGOs. We're used to it :-) --Jewbask 02:30, 4 October 2011 (UTC)
  • mediate/important New 27th clause (&29th clause): " The Assemblies are legally constituted when attending at least half plus one of the Full Members of the Association." -> it seems that you are only able to hols assemblies if 50% is present of the members. This could become a big problem - many chapters have had similar problems, so I strongly suggest to see if you can find a way to avoid this. The previous construction (with a second call after an hour) was inconvenient, but not a showstopper when you need to make important decisions. Are there any provisions in the law that remove this problem? This especially becomes a problem once your chapter starts to grow. Effeietsanders 14:39, 25 June 2011 (UTC)
As it is stated in the Twenty-ninth Clause: "Should any of the cases mentioned above, will convene a Special Meeting to take relevant decisions...". When it says mentioned above, it refers to the Twenty-Eight Clause: "All signatories of this Act and attendees of this Assembly have the character of Founders. The Board should carry out fully their duties and is relieved of his accomplishments in the following cases..." When any of the cases a) to e) occurs, a Special Meeting will be convened. --Jewbask 14:23, 26 June 2011 (UTC)

Title VI[edit]

Art. 20: question - I don't understand the translation of the sentence following "Will cease..." could you please review that? Thanks! Effeietsanders 15:17, 29 May 2011 (UTC)

We took that word off. Clause #31, right? --Jewbask 02:36, 4 October 2011 (UTC)

Title VIII[edit]

Art. 31: important - This article mentions 2/3 of all members. This seems a very high number to reach once your membership start growing - wouldn't it make more sense to require "2/3 of the members who submit a vote on the issue" or something similar? That way you leave out of account all those members who do not show up for the meeting. Effeietsanders 15:17, 29 May 2011 (UTC)

Title IX[edit]

Art. 32: mediate - 100% approval rate seems rather high, considering the fact that people might stay home, or there might be individuals trying to keep the status quo. My suggestion would be to require the same percentage as for changing the bylaws, since changing the bylaws means that you can transform the association into anything you like, including the goals and Art. 32 and this percentage. Effeietsanders 15:17, 29 May 2011 (UTC)

Sorry but, where is this 100% approval rate you mention? "the steps and measures necessary for the purposes of registration of the constitution and bylaws before the city registrar of Baruta" are the errands and tasks that are needed for the registration of the bylaws before the city registrar. There is nothing in Art. 32 about "changing" bylaws. --Jewbask 02:10, 4 October 2011 (UTC)

Art. 32: minor - since the members decide it is not hugely important, but I would recommand adding here "in line with the goals of the Association". Effeietsanders 15:17, 29 May 2011 (UTC)

Done. --Jewbask 02:10, 4 October 2011 (UTC)

General Questions[edit]

Please find below the usual questions we ask to all candidate chapters:

  • Who are the people behind this application?
All of them. DamianFinol 13:58, 31 May 2011 (UTC)
    • How many?
34 At the moment. DamianFinol 13:58, 31 May 2011 (UTC)
37 At the moment. Laura Fiorucci 02:54, 4 October 2011 (UTC)
    • any prominent Wiki[pm]edians?
Several es:wiki administrators/bureuacrats (4), a ladino wikipedia administrator/bureaucrats (1), a Kiwix developer and myself (ChapCom Member) DamianFinol 13:58, 31 May 2011 (UTC)
    • Active in which communities if any?
es:wiki, lad:wiki, commons, meta, Wikimania. DamianFinol 13:58, 31 May 2011 (UTC)
Some of us have presented at different Wikimanias and some of us collaborate at Iberocoop. --Jewbask 02:18, 4 October 2011 (UTC)
  • Could you give a short overview of the time path of the founding up to now?
We started gathering and sorting our ideas on October 2010, and presented our request on May 2011, if I remember well. --Jewbask 02:37, 4 October 2011 (UTC)
  • Have there been any activities/meetings etc of this group of people?
Please see here and here. DamianFinol 13:58, 31 May 2011 (UTC)
  • What kind of activities are planned for the future in the chapter?
Participating in the "Iberoamerican version" of "Wiki Loves Monuments"
Participating in Free-content culture events in Venezuela
Agreements for the release of content from institutions like the Caracas Center of Sephardic Studies, the Caracas Sephardic Museum and the National Library are pending, waiting for the "existence" of a local chapter --Jewbask 02:22, 4 October 2011 (UTC)
  • Do you have an overview of how many Wikimedians would like to join the chapter when founded?
  • Have the bylaws been reviewed by a lawyer/specialist?
Yes. DamianFinol 13:58, 31 May 2011 (UTC)

Who are the people behind this application?
A group of venezuelan wikimedians committed to free knowledge and culture, who are currently living in Caracas and other venezuelan cities
How many?
37, according to the list of members
any prominent Wiki[pm]edians?
Oscar_., Laura Fiorucci, Nixón, Tomatejc, Edmenb, BlackBeast: Admins @Spanish Wikipedia
DamianFinol: Member of the Chapters Committee
JewBask: Admin @Ladino (Judaeo-Spanish) Wikipedia
Active in which communities if any?
Please see the answer to the previous question :-)
Could you give a short overview of the time path of the founding up to now?
Our first attemt to establish a local Chapter, back in 2007, failed because there was not enough people interested in it. In July 2010, Oscar_. and Laura Fiorucci started contacting other Venezuelan wiki[pm]edians, through their user talk pages and the wikimedia e-mail feature. The first person-to-person meetings were in January 2011. Even though we have been contacting each other through e-mail and CC'ing everyone, we decided to set up a GoogleGroups mailing list on February 2011. We held our first "official" and "formal" meeting on May 2011, even though we had been to some local radio & TV stations to talk about our initiative. All of these appearances in the media are in our Press room.
Have there been any activities/meetings etc of this group of people?

Yes, we have organized informal meetings in Caracas, Valencia and Maracaibo. Also, we organized an event for Wikipedia 10

What kind of activities are planned for the future in the chapter?
We want to organize Wiki Loves Monuments of Latin America, Wikimania (eventually), an Iberocoop meeting; also we want to promote the Wayuunaiki Wikipedia (which is already in the Incubator) and develop other Wikimedia projects in languages spoken by the Venezuelan aboriginals. Plus, working together with the Bilbioteca Nacional (National Archives), the Centro de Estudios Sefaradíes de Caracas (The Caracas Center of Sephardic Studies) and other institutions in order to have media and historic content released.
Do you have an overview of how many Wikimedians would like to join the chapter when founded?
A minimum of 20-30.
Have the bylaws been reviewed by a lawyer/specialist?
Yes, they have been reviewed and adapted to the new legal framework in Venezuela regulating NGOs.

lease do not hesitate contacting us regarding our Bylaws or anything related to the formation of our Chapter. Many thanks in advance, --Jewbask 23:41, 29 May 2011 (UTC)