On Sun, 2010-01-24 at 12:00 +0000,
wikimedia-ca-request(a)lists.wikimedia.org wrote:
> > This should suggest by-laws are not important as a social construct for
> > WMCA. (It doesn't matter what they are - they won't be binding on the
> > group.)
> >
> They're not so much a social construct as they are a legal document. As
> a legal document it will be binding.
>
> > Given that, use the boilerplate as modified by WMF legal counsel (who,
> > btw, are quite willing to offer legal guidance or referral.)
> >
>
> The important feature is that the by-laws conform with Canadian law.
> The boilerplate is based on US law.
>
> Ray
You're quibbling to no purpose, which I suppose is why this is yet not
completed.
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs01366.html <- the
boilerplate to which I was referring.
Amgine
> I know I have been an advocate for simplicity and moving forward, but I have
> to object to an IRC AGM and voting. I'm not one for upholding tradition for
> the sake of itself, but I would prefer to stick with the conventional
> methods of voting used by existing corporations. You either attend the AGM
> in person or you complete a proxy by phone, web site or postal mail. These
> votes determine who makes up a board which holds a great deal of power and
> fiduciary responsibility. I consider the Mountain Equipment Co-op to be a
> respected and progressive organization. MEC is holding their 39th AGM at
> Simon Frasier University. While I am not privy to their reasons for
> choosing this traditional format, I personally feel in person meetings keep
> people and the process more honest and legitimate.
>
Feel free to modify it. I was attempting to make all options available -
but requiring a vote to actually be implemented (that includes phones,
by the way; in this set up you cannot use a conference call without a
prior vote approval. At least with IRC members would be required to use
a password to identify.)
Please note: the minimum quorum for a members meeting is 10, the lower
suggested limit from the Chapters Com guideline. Most likely if MW-CA
requires in-person AGMs they will only occur in one city, and MW-CA will
never represent any other portion of Canada. (This is already, to some
extent, the case, and the justification for the Mediawiki Quebec
initiative.)
Amgine
Found additional requirements under the act at
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs03440.html#b
* Added to paragraph 2, Membership and voting: "Any member retains
the right to withdraw from membership in Wikimedia Canada by a
public announcement of withdrawal." (as per B.1.b and in the
spirit of Right to vanish
http://meta.wikimedia.org/wiki/Right_to_vanish)
* Insert new paragraph 3, Members meetings: "An annual general
meeting of the membership must be held. A simple majority of
active voting members will be used to determine when and where
such a meeting will be held. The annual general meeting (AGM)
may take place in IRC, with voting recognized by their use of
registered IRC accounts and votes recorded via the secretary
referencing a published log of the proceedings. The AGM place
and time will be announced at least 14 days prior to the event
on at least the Wikimedia-CA e-mail list. (as per B.2.a, B.2.b,
B.2.c, B.2.d)
* Insert new paragraph 4, Members of the board of directors:
"Members of the board of directors: The membership shall elect
at least 3 directors to serve as members of the board for the
Corporation by simple majority at the Annual General Meeting.
The membership may, at any members' meeting, vote on the removal
of any director or ex-officio member of the board, and hold
in-term election of replacement members to fulfill the
requirement of 3 directors if the approved removals or
retirements bring the number of directors below the minimum of
three. Directors shall determine among their number one who will
be responsible for recording and publishing board transactions
in accordance with Canadian law, as well as other officers as
required by the needs of the Corporation. The board of directors
shall have authority to make decisions for and sign documents on
behalf of the Corporation." (as per B.3.a, B.3.b, B.3.d, B.3.e,
B.5.i, B.5.ii, B.5.iii)
* Insert new paragraph 17, Amendment and repeal of by-laws: "The
repeal or amendment of by-laws or the enactment of a new by-law
relating to the requirements of subsection 155(2) of the Canada
Corporations Act shall not be enforced or acted upon until the
approval of the Minister has been obtained, which approval will
not be obtained prior to, or without, membership approval." (as
per B.9.b)
* Insert new paragraph 18, Appointment of Auditor: "At the Annual
General Membership meeting, the members shall appoint an Auditor
in accordance with relevant Canadian and provincial laws whose
duty shall be to audit the accounts of the corporation and make
a report to the members at the annual meeting." (as per B.10.a,
B.10.b)
* Renumbered the other paragraphs as required.
Amgine
Spoke with Mike on the phone this past week about the by-laws. He said
the Foundation really has very little to do with Chapter by-laws, but
the Chapter Committee would be in charge of approving any.
Delphine: I guess that puts you on the spot. Would there be any required
modifications to the Canadian incorporation boilerplate by-laws example?
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs01366.html
Amgine
On Mon, 2010-01-25 at 10:33 +0000,
wikimedia-ca-request(a)lists.wikimedia.org wrote:
> Amgine wrote:
> >> If you feel the need to consult a lawyer for advice about any of
> these
> >> things nobody is stopping you from doing so at your own expense.
> >>
> > Actually, if you look back at the header of my message, I did. The
> > message was to Michael Godwin.
> >
> >
> With all due respect to Mike, he is a US lawyer, so I do not expect
> that
> he would be familiar with Canadian corporate or charitable law.
With all due respect to you,
* He is a lawyer.
* He is a lawyer for non-profit.
* He is a lawyer for a non-profit with 501(c)3 status.
As I've helped 3 different non-profit organizations achieve that status
in the USA, and examined the far more sane Canadian process, I have a
suspicion M. Godwin would be an extremely substantial adviser.
However, and I'd appreciate if you would note this, I asked him what the
Foundation would require as modifications to what is the extant example
under the law as it exists now. Not to help us incorporate.
Personally, I'm fairly certain there are justifications for delaying the
incorporation of the chapter. But so far as I have read there are no
sufficient arguments for doing so.
Amgine
[resent from correct address]
> From: Nicholas Moreau <nicholasmoreau(a)gmail.com>
>
> It could work either way, it could show Canada's really, really
> interested, or that Canada's really, really not cohesive in its bid
> planning.
Incidentally, whatever you guys decide, you are both welcome to help and
participate, and to use WM 2011 as a platform to recruit/help build WM
Canada if it is held in Montreal.
> Montreal claims to have interest from the federal, provincial, and
> municipal governments for funding it. If this is indeed true, and the
> Montreal team has legitimately got preliminary interest, I say that's
> an immediate sign they should run the show, as opposed to Toronto.
It is true, but it should not be overstated either: I am going to go
out on a limb here and admit that I expect that any financial support
will be welcome, but small (a few tens of thousands at most). It's not
insignificant, but it's not going to make it any less important to get
good corporate and nonprofit backing from the private sector.
What *does* help is that I have a small army of professional lobbyists
currently working the political scene with success (they're from the
Palais des Congres); and I have had confirmed that I'll have a letter of
official invitation from both Harper's and Charest's offices within a
week or two, and I'm meeting someone from the Ministere de la Culture
next week to talk monies.
-- Marc / Coren
--
Marc-André Pelletier
Wikimania Montréal
marc(a)wikimania.qc.ca
(sans frais) +1 800 210 0923
(portable) +1 514 691 2677
> If you feel the need to consult a lawyer for advice about any of these
> things nobody is stopping you from doing so at your own expense.
Actually, if you look back at the header of my message, I did. The
message was to Michael Godwin.
Amgine
On Sat, 2010-01-23 at 12:00 +0000,
wikimedia-ca-request(a)lists.wikimedia.org wrote:
>
> Primarily, lack of interest.
>
> Putting by-laws into the necessary language is not that difficult.
> Getting people to express themselves on what they want in the by-laws is
> more difficult. Last summer when Jeffery and I were trying to hammer
> something together the silence from others was deafening.
>
> Ray
This should suggest by-laws are not important as a social construct for
WMCA. (It doesn't matter what they are - they won't be binding on the
group.)
Given that, use the boilerplate as modified by WMF legal counsel (who,
btw, are quite willing to offer legal guidance or referral.)
Amgine
In a nutshell, what is stopping the by-laws from progerssing further?
Tom
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