Jeffery Nichols wrote:
I think reducing the bylaws to the boilerplate in order to speed up the process would be overkill. Can we look through Amgine's minimum version and make sure that every minimum clause is represented in the longer draft bylaws? That's what I tried to do under the old law, and the draft bylaws are still divided into legally required sections and optional sections.
I see the value of having in-person AGMs, as long as we also make sure that people from other provinces have ample opertunity to electronically debate all matters that will be voted on and cast proxy votes.
-Jeffery Nichols (Arcitc.gnome)
While I still strongly disagree with Alan on the question of local versus national organisation, Amgine's proposal creates more problems than it solves.
He insists on references to the Canada Business Corporations Act (CBCA) even though it has nothing to do with what we are trying to do. The Canada Corporations Act (CCA) was a 1917 law that covered both businesses and non-profits. About a decade ago coverage of business corporations was moved to the CBCA. In 2009 the Canada Not-for-profit Corporations Act (CNPCA) was passed, and is still awaiting proclamation. At this moment the CCA still governs non-profits; the transition will be to the CNPCA. The CBCA has no relevance now or then.
I really fail to see what is accomplished by the tortuous paragraphs about indemnifications. We need to be more concerned about getting WMC off the ground without a whole lot of cover-your-own-ass language. Donors do not want their money going to support the mistakes of directors, any more than Catholics want their donations to pay the penalties of wayward priests. References to such things as mortgages and debentures or even owning real estate shouldn't be in there at all. The directors should not under any circumstances be creating any major indebtedness without the prior specific approval of the membership at large.
Even seemingly simple provisions require specific considerations: Why should the chair receive a second vote in the case of a tie; it is more usual to say that the motion fails.
Ray
Amgine wrote:
Thanks Delphine!
I've begun a version of by-laws on Meta at http://meta.wikimedia.org/wiki/Wikimedia_Canada/By-laws_Simplest_(Amgine) with the following changes to the basic template provided by the Canadian government:
* Modified by-laws introduction, signatures, with by-laws number (1) and name (Wikimedia Canada as per http://meta.wikimedia.org/wiki/Guidelines_for_future_chapters) and 'member' instead of 'shareholder'. Added section header 'Mission Statement and Membership' to contain paragraphs 1 & 2. * Added paragraph 1, Mission statement, copy pasted from http://meta.wikimedia.org/wiki/Requirements_for_future_chapters and http://meta.wikimedia.org/wiki/Guidelines_for_future_chapters. * Added paragraph 2, Membership and voting, based on http://meta.wikimedia.org/wiki/Requirements_for_future_chapters and http://meta.wikimedia.org/wiki/Guidelines_for_future_chapters. Modified numbering sequence to reflect new sections. * Paragraph 3, Calling of and notice of meetings: replaced 'shareholders' with 'members'. * Paragraph 4, Votes to govern: Modify boilerplate options to the following tie-breaker option: "At all meetings of the board, every question shall be decided by a majority of the votes cast on the question; and in case of an equality of votes, the chair of the meeting shall be entitled to a second vote." (One of the two options provided in the boilerplate.) * Paragraph 6, Location and quorum: replaced 'shareholder' with 'member'. Modified location of meeting to be approved by a majority of membership. Modified AGM quorum to be 10 persons present in person (as per http://meta.wikimedia.org/wiki/Guidelines_for_future_chapters,) removed proxy vote percentage of membership requirement. * Paragraph 14: replaced 'shareholder' with 'member'. * Paragraph 15: replaced 'shareholders' with 'members'.
In other words, I made no changes other than inserting the required sections/numbers as per Chapters Committee except I removed the proxy vote percentage of membership as, with an open to all clause in paragraph 2, this seemed unworkable.
Amgine