Your boilerplate is not a complete set of by-laws. Boilerplate generally represents a convenient way of avoiding responsibility.
Ray
Here is where we differ in opinion. The boilerplate is a complete set of by-laws for what we need now in Canada. Full stop.
I'm looking to the Chapters Committee for guidance as to what else is required for Foundation acceptance right now. Full stop.
As these two are the only standards we must meet *NOW*, they are the only specifications which should be addressed *NOW*. We can certainly address other specifications as necessary in the future.
Amgine
On Sun, Jan 31, 2010 at 18:12, Amgine amgine.saewyc@gmail.com wrote:
Your boilerplate is not a complete set of by-laws. Boilerplate generally represents a convenient way of avoiding responsibility.
Ray
Here is where we differ in opinion. The boilerplate is a complete set of by-laws for what we need now in Canada. Full stop.
I'm looking to the Chapters Committee for guidance as to what else is required for Foundation acceptance right now. Full stop.
As these two are the only standards we must meet *NOW*, they are the only specifications which should be addressed *NOW*. We can certainly address other specifications as necessary in the future.
Well, I have to agree with Ray here. A few things seem to be missing to "fit" in the guidelines and requirements for chapters as stated here http://meta.wikimedia.org/wiki/Requirements_for_future_chapters and here: http://meta.wikimedia.org/wiki/Guidelines_for_future_chapters
Scanning through the boiler plate, these are the things that come to mind:
- goal and mission - non-profit statement - membership (the "standard" governance model for chapters), unless this is totally unusual in Canada for non-profit grassoots organisations
Cheers,
Delphine
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
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)
On 2010-02-01, at 1:28 AM, 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
Wikimedia-ca mailing list Wikimedia-ca@lists.wikimedia.org https://lists.wikimedia.org/mailman/listinfo/wikimedia-ca
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
On Tue, 2010-02-02 at 03:22 -0800, Ray Saintonge wrote:
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.
According to the lawyer I referenced, if it's published by the government on their website, it is the current rule.
If we wish to wait until some other law is in force, then we should write for that law and wait until it is in force.
The reason for indemnification, et al.: It's easier / faster to get approval with the least changes which need to be understood / justified on the part of the government official who will review the application. The directors must be empowered to make decisions for the non-profit corporation; this will include the ability to take on debt. (Of course you could create a convoluted democratic process within the by-laws restricting how/when this authority may be used. I expect that will be less simple to write, be understood, or be approved. Philosophically it of course begs the question of "Why have directors?")
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.
That's another option, and perfectly viable. Why don't you go ahead and implement that? I would dispute it is 'more usual', but perhaps that's merely my n of one.
My impression was this group intended to become incorporated. Perhaps, to avoid remaining in 'wishful thinking' territory, the group should decide by what date they wish to be incorporated.
Amgine
I take the point about restricting the directors and this ties in with my point of view. Having directors who meet and vote by IRC, I don't think I would trust them. However, if we had a group of people in a major city, who would meet face to face and be accountable in person, this group could have the powers to be a real functioning board. These meetings would be open to the membership to attend as spectators.
On 2 February 2010 11:01, Amgine amgine.saewyc@gmail.com wrote:
On Tue, 2010-02-02 at 03:22 -0800, Ray Saintonge wrote:
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.
According to the lawyer I referenced, if it's published by the government on their website, it is the current rule.
If we wish to wait until some other law is in force, then we should write for that law and wait until it is in force.
The reason for indemnification, et al.: It's easier / faster to get approval with the least changes which need to be understood / justified on the part of the government official who will review the application. The directors must be empowered to make decisions for the non-profit corporation; this will include the ability to take on debt. (Of course you could create a convoluted democratic process within the by-laws restricting how/when this authority may be used. I expect that will be less simple to write, be understood, or be approved. Philosophically it of course begs the question of "Why have directors?")
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.
That's another option, and perfectly viable. Why don't you go ahead and implement that? I would dispute it is 'more usual', but perhaps that's merely my n of one.
My impression was this group intended to become incorporated. Perhaps, to avoid remaining in 'wishful thinking' territory, the group should decide by what date they wish to be incorporated.
Amgine
Wikimedia-ca mailing list Wikimedia-ca@lists.wikimedia.org https://lists.wikimedia.org/mailman/listinfo/wikimedia-ca
Amgine wrote:
Ray Saintonge wrote:
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.
According to the lawyer I referenced, if it's published by the government on their website, it is the current rule.
The fact that something is published on a government website does not make it a rule. The page you are refering to is nothing more than a series of suggestions. The circulars published by the government in an attempt to explain some aspects of law are not legally binding in any way. To be sure, they would not be making clearly illegal suggestions.
If we wish to wait until some other law is in force, then we should write for that law and wait until it is in force.
While I would support waiting, that is not the immediate issue. The simple fact is there is NOW a fully functioning law for incorporating federal non-profits, and it is not the CBCA. You only extracted one sentence above from its context.
The reason for indemnification, et al.: It's easier / faster to get approval with the least changes which need to be understood / justified on the part of the government official who will review the application. The directors must be empowered to make decisions for the non-profit corporation; this will include the ability to take on debt. (Of course you could create a convoluted democratic process within the by-laws restricting how/when this authority may be used. I expect that will be less simple to write, be understood, or be approved. Philosophically it of course begs the question of "Why have directors?")
"Easier / faster" is merely looking for the easy way out. It's the kind of shortcut that leads to fuck-ups in the future. One thing you want to avoid is rogue directors borrowing money; that's why it's prudent to require membership approval for borrowing ... especially in a non-profit. In any event what would we be borrowing money for? I don't see any need for it in the near to medium future. There will be plenty of AGMs before that need arises, and thus plenty of opportunities to bring a motion before members.
Philosophically you have directors to represent the members.
Full scale indemnification is also unrealistic for a start-up non-profit. If it has $10,000 in the bank, and is sued for $50,000 do you really expect that donors will rise to the occasion to bail out the company? That's not what they gave for in the first place. The $10,000 will likely all have been taken up by legal fees to defend the case. At that point it may be better to close up shop and start a new company.
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.
That's another option, and perfectly viable. Why don't you go ahead and implement that? I would dispute it is 'more usual', but perhaps that's merely my n of one.
My point here was less about which of the two options to support, but to show that even such simply stated alternatives require conscious decisions beyond just accepting boilerplate.
My impression was this group intended to become incorporated. Perhaps, to avoid remaining in 'wishful thinking' territory, the group should decide by what date they wish to be incorporated.
I can only express my own preferences here: Incorporation in the fall when the new law comes into effect, with the by-laws ready for voting and finalization at a meeting in conjunction with Wikimania 2011, preferably in Montreal or Toronto. Under the new Act the by-laws do not require ministerial approval, but must be filed for public information within one year of incorporation.
Ray
wikimedia-ca@lists.wikimedia.org