Hi,
thank you Abbas for working on this. Once you put up the revised
version I will come with some more detailed comments based on past
experiences with other chapters. Please inform the chapters committee
when the time is there for that.
If I listen to your explanation, the trust (even thought hat word
seems to have a different meaning all over the world) sounds like a
reasonable structure. I do not think you want to set up a structure
where all board members are personally liable (for example in the case
someone wants to sue because of something written on Wikipedia). Can
you also have a membership structure in a Kenyan trust? If so, that
sounds more or less like an association in different jurisdictions.
This is a common structure for chapters.
I do not know how the situation is in Kenya, but it might be helpful
to submit bylaws at some point to a lawyer or civil servant informally
to ask "would this be likely approved as tax-exampt in Kenya?" after
you processed all changes you deem useful. That should save you some
worries later on. Just a suggestion.
The situation that was suggested is a situation that sounds like a
Dutch company with a board of directors and a board of commissioners.
Also Wikimedia Indonesia has a similar structure - they are also
structured like a company (non-profit). I do agree with Manuel that
this would probably make things complicated for you, but I also would
like to urge you to choose a structure that makes you feel
comfortable, that is common in your country. I suggest you approach
some organizations that are similar to yours (small associations) and
ask them how they organized themselves. In any case it is important to
have a clear division of responsibilities - describe your structure
very clearly in your bylaws.
I totally agree there should be a way for the membership to replace
the board members - but this does not have to be easy.
I agree with Manuel to have terms of 1 year instead of three. However,
keep in mind it is common that board members are re-elected, so their
actual term will likely be longer than one year.
Good luck with processing comments etc,
Lodewijk
2011/2/9 Manuel Schneider <manuel.schneider(a)wikimedia.ch>ch>:
Hi Abbas, Ali and all list members,
thanks for the update and intense work on the bylaws.
Am 9.2.2011 schrieb "Abbas Mahmoud" <abbasjnr(a)hotmail.com>om>:
Society - The registration process is tedious,
slow and requires alot of pushing. When we register as a society, WMKE will be an
amorphous institution, meaning it can't be sued on it's own. Rather, it is the
officials or trustees that can be sued. Property/assets are registered under the trustees.
The Society should file annual returns (e.g. indicating any change in trustees).
What are the costs of this option?
Tax ExemptionAfter getting the Certificate of
registration, we should contact the Minister for Finance and apply for tax exemption. The
by-laws should clearly indicate that we are a non-profit organisation. A petition letter
should be written to the Minister when applying for tax exemption with supporting
documents (from WMF and/or ICT Board and/or Google Kenya). Tax exemption requires
political pushing/influence -- so the duration of us getting tax exemption could be as
short as a week and as long as decades!
Does this apply for Trust or Society or both?
Bylaws:The lawyer has proposed some changes to the
bylaws:-That we have a two-tier board structure: The Board Of Trustees & The Executive
Committee. The EC could be in charge of funding/project proposals etc while the Board
oversees and has the final say in whatever the EC might suggest. We could have 2 board
members in the EC as well.
hmm, I don't understand why making it so complicated. I haven't heard
of one chapter that has this kind of construction. In contrast, normally
you have the problem of not being able to find enough members to
candidate. This will be even worse if you have two committees.
Wikimedia Germany tried to set up such a structure just a few weeks ago
by the change of bylaws (which was not approved by the members).
But they have more than 650 members, eight board members and about 30
employees. The reason to split the committees was to split
responsibilities, as the board is responsible (and liable) for what the
Managing Director does.
I think that all this is not an issue of WMKE and even if it becomes an
issue in the future it will take some years - then you can still change
the bylaws accordingly - if your members really want that. WMDE for
instance has still trouble finding enough members for their board of
eight.
For now, with much less ressources, keep it stupid and simple. Try to
avoid overhead where possible.
-That he will include a "no-confidence"
section in the bylaws, so that if and when the members are dissatisfied with the Board,
they have the power to vote them off.
This should really be a standard in all bylaws, I totally agree.
-That the Board members that will be elected
should sit in it for 3 years (rather than 1 year). This is because a year is not enough
for the Board to familiarise, set things straight, come up with a strategic plan, etc.
I oppose this. While one year seems to be the standard, also among
Wikimedia Chapters, that was also part of the bylaw change at WMDE that
didn't get approved, and I assert (personal oponion) that the reason
that the bylaw change failed was because of this.
I understand the idea and the argument behind it. Anyway I have never
seen it as an issue, neither in WMDE, WMCH nor WMAT. WMDE still worked
out a 10 year plan.
On another note I think it is vital for a democratic movement such as
Wikimedia that decisions (such as board votes) can be easily revised
once a year. Most board members won't change anyway because they
candidate again and will be voted again - if they did a good job, and
that's the most important part!
If they don't do a good job - how to get rid of them? Even though you
have no-confidence paragraph now in your bylaws it is very hard to go
through that process - we just did (for my first time ever) that in
WMDE, and it was a lot of trouble.
Also think of people that do not candidate again. Do you want to force
them to drop out during their period? Then you will still have again
order a general assembly to get them replaced, or you just nominate
replacements - not democratic. Or you risk that you end up with half of
the board being inactive after two years, taking away your ability to
act.
Just my personal opinions.
Regards,
/Manuel
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