I don't see any reason why Wikimedia DC wouldn't be able to fund the startup costs you mention (or, indeed, any other startup costs within reason). I would suggest that you submit a single application for the entire bundle of things you want WMDC to cover once you've sorted out what those are.

With regard to bylaws, the main show-stopper would be having a non-membership organization, or an organization where the members cannot exercise any effective control over the board. Beyond that, we're pretty flexible; I expect that we will be able to offer some specific feedback and suggestions once we see what you have in mind, but we don't really have a model set of bylaws that we expect everyone to use. Having said that, taking bylaws from another affiliate and adjusting them to fit your particular legal requirements and governance needs is probably easier than writing them from scratch.

Cheers, Kirill

On Sun, Sep 14, 2014 at 8:24 PM, Pine W wiki.pine@gmail.com wrote:

Hi Kirill,

Thanks.

1. I was thinking that we would go to AffCom for that first $50 filing fee

and then go to GAC/PEG when whe have a more detailed budget. If DC would like to sponsor the $50 registration fee, that would be appreciated.

2. What are the elements of bylaws that AffCom does and doesn't want

affiliates to use?

3. OK. I was aware that funds were provided for WikiConference USA 2014

through a scholarship program that was administered through the organizers, and I am glad to hear that this is likely to continue. I believe that the Wikimedia Affiliates Conference and Wikimania have very different scholarship models. I also believe that Wikimedia UK has a dedicated scholarship fund for Wikimania for its members. That said, this may be more complicated than we want to concern ourselves with at the moment, and in any case the reimbursement fund for bus fares and Seattle-Portland transportation is the highest priority, followed by the WikiConference USA 2015 scholarships.

4. If Wikimedia DC is additionally willing to fund the roughly $100 annual

registered agent commercial service fee for a year, we can go with that. It would make things simpler on our end.

Thanks,

Pine

On Sun, Sep 14, 2014 at 5:08 PM, Kirill Lokshin kirill.lokshin@gmail.com wrote:

...

Hi Pine,

Overall, I think you're on the right track here. A few specific points that I want to address:

1. While AffCom can, in theory, provide startup funding, we do not

typically get requests for it, and consequently do not really have an established process to disburse it. While we could potentially come up with something, it may be easier and faster for you to get funding elsewhere. I would suggest either the WMF PEG program [1] or the Wikimedia DC small grants program [2]; the former will allow you to get more funding, particularly if you plan to roll program expenses into your grant request, while the latter is faster and requires less paperwork if your short-term funding needs are more limited.

2. Assuming that you do proceed with incorporation, please make sure to

submit your proposed bylaws to AffCom for review, since issues with bylaws are a major cause of rejected affiliate applications, and could potentially impact the renewal of your recognition next year.

3. Travel to the Wikimedia (Affiliates) Conference is traditionally

fully funded for all invited representatives. Assuming the current system remains in place next year, you will be eligible to send at least one representative, and possibly two, with the costs paid for by the hosting chapter, so I would say that this conference probably doesn't need to be a priority as far as scholarships are concerned.

4. With regard to registered agents, there is often a requirement that

they be available at the listed address during business hours; I haven't checked whether this is the case in Washington, but you should probably do so if you're looking to have a volunteer serve in this position. My recommendation, incidentally, would be to use a commercial registered agent service; it's not expensive, and will ensure that you don't miss anything critical.

Cheers, Kirill

[1] https://meta.wikimedia.org/wiki/Grants:PEG [2] http://wikimediadc.org/wiki/Grants

On Sun, Sep 14, 2014 at 7:45 PM, Pine W wiki.pine@gmail.com wrote:

...

Hi Cascadians,

As you saw, we have approval from AffCom. We now need to get a few things in order for the legal structure. I apologize for the length of this email. Those who have legal backgrounds will be familiar with much of what I am describing here, and any lawyers on the list with Washington nonprofit expertise can correct me if I make any errors.

1. We need two people to sign the WMF affiliation agreement. One of the

WMF attorneys, Stephen, is coordinating this process on their end. I have reached out to him and asked for his preferences for who will sign the agreement.

2. Incorporation as a nonprofit in Washington State is fairly

straightforward, but the situation gets more complicated if we want to raise funds, especially out of state, or if we want 501(c)(3) status. I suggest that we take one step at a time. We will need to do a few things to incorporate, detailed below.

3. We will need someone to serve as our registered agent which would

include providing their legal name and address; one of our members might be willing an able to do this for us, or we can hire a service to do this for us for about $100 per year. I would prefer that if one of us is willing to serve as the registered agent that they also be willing to serve as secretary for the organization, so that this person can easily handle correspondence between us and the Secretary of State's office. The job is likely to be low volume, but it's important that documentation matters are handled in a timely and accurate manner. Are there any volunteers for the secretary / registered agent role? Feel free to contact me off list.

4. In addition to the registered agent, we will need board members.

These individuals are legally responsible for the organization, similar to the WMF Board of Directors on a small scale. Their legal names (but not necessarily their Wikimedia usernames) are public, and I believe that for their physical addresses they can list the address of the registered agent (I can check that with the Secretary of State). The board members will be involved in the joyful tasks of writing bylaws, approving budgets, setting priorities, etc. I am hopeful that we will have 5 to 9 volunteers, and a number of people have indicated their interest. I want to be very clear that people who volunteer will have their legal names made public and possibly their addresses. I would like to ask those who are still interested to email me off-list and/or contact me in person, and I will also bring up this subject with people when I see them in the next month or two. The members of the board also have a lot of discretion in how officers of the organization are appointed; for example, the Board will need to approve people for the secretary / registered agent role. I believe that Washington law requires that the secretary and the president be different individuals, so the Board will also need to decide on a president, and possibly other officer roles if the Board wants to establish them separately.

4. Funding: initial funding needs, fortunately, are small since we have

no staff. I estimated earlier that a total first year of operation cost would be about $1000, which I hope we can get from Affcom or GAC. The startup costs simply to register as a nonprofit in Washington is $50 including the "expedited" filing fee (I could call the Secretary of State to find out what the non-expedited turnaround time is). I am hopeful that Affcom would be willing to provide the $50 to us, and later we could write a more detailed budget for Affcom or GAC for the remaining funding. This includes funds for online bookkeeping software so that all directors can view the organization's accounts.

5. Programmatic work: initial priorities that I have heard include

*Getting press-level access for members to Seattle public works projects

*Continuing support of edit-a-thons and related content creation events

*Establishing more systematic relationships with education, GLAM, and research institutions in our area; I personally am particularly interested in relationships with the Gates Foundation and the University of Washington regarding matters of public health and education, including the possibility of establishing a Wikimedian in Residence position at one or both organizations. We also have some excellent GLAM institutions and we could explore having edit-a-thons or WiR positions at those organizations.

*Creating a travel cost reimbursement fund, e.g. to reimburse members for gas for trips between Seattle and Portland for those attending edit-a-thons in the other city, to reimburse bus fares for those who attend our events, etc. We might also try to arrange scholarships for Wikimania 2015, WikiConference USA 2015, and Wikimedia Affiliates Conference 2015 (name and program still under discussion) through this fund. I feel that WikiConference USA is particularly relevant to our work and I hope that a few of us will attend in 2015.

*Exploration of the possibility of hosting WikiConference USA in 2016 at the UW

The Board will be responsible for setting these priorities.

6. Membership: in addition to Board members, we may have many other

members of the organization who participate in our events and inform the Board of their wishes for support. Typically, the regular members elect Board members from among themselves, and membership is construed broadly, sometimes with a nominal fee. Wikimedia UK charges 5 GBP per year for individual membership, which is roughly $8 USD. The Board sets any fees and may establish scholarship programs fee waivers.

I hope that in roughly the next month we will have decided on founding Board membership, the Registered Agent role, and the signatories for the WMF affiliation agreement.

Please feel free to contact me here or off-list with any questions. I will be at the TA3M meeting tomorrow and you can contact me personally there; depending on traffic I also hope to arrive early at the Least Squares social tonight. I'm happy to set up Google video or IRC conversations with people who are willing to volunteer for Board roles. My hope is that we will get a number of active and involved Board members so that the workload of getting established is relatively light on each individual person.

I'm cc'ing this email to Kirill and Tanvir to ask if they have any advice or points that they would like to add in their roles as our AffCom liaisons. I would also appreciate information from them about how we go about requesting startup funds from AffCom.

Regards,

Pine

Pine, I think applying for the startup costs through Wikimedia DC is the best bet, and should be very simple. I submitted a grant request for $50 for a single Wiki Loves Pride edit-a-thon here in Portland, so requesting a reasonable amount for establishing a nonprofit to benefit the entire northwestern region of the country is a no brainer.

Once we are ready to start a grant request, perhaps we could use the WLP request as a template: http://wikimediadc.org/wiki/Grant:Wiki_Loves_Pride_2014

Here is a link to other approved grants by WMDC in case any of them would serve as better templates: http://wikimediadc.org/wiki/Category:Approved_grant_applications

Jason

On Sun, Sep 14, 2014 at 5:36 PM, Pine W wiki.pine@gmail.com wrote:

Thanks Kirill. The plan was to look to WMDC and WMNY for model bylaws.

I think the $150 will be adequate to start. Once we have the initial board established I can see if there are any other pressing needs before we go to GAC.

Pine

On Sun, Sep 14, 2014 at 5:33 PM, Kirill Lokshin kirill.lokshin@gmail.com wrote:

...

I don't see any reason why Wikimedia DC wouldn't be able to fund the startup costs you mention (or, indeed, any other startup costs within reason). I would suggest that you submit a single application for the entire bundle of things you want WMDC to cover once you've sorted out what those are.

With regard to bylaws, the main show-stopper would be having a non-membership organization, or an organization where the members cannot exercise any effective control over the board. Beyond that, we're pretty flexible; I expect that we will be able to offer some specific feedback and suggestions once we see what you have in mind, but we don't really have a model set of bylaws that we expect everyone to use. Having said that, taking bylaws from another affiliate and adjusting them to fit your particular legal requirements and governance needs is probably easier than writing them from scratch.

Cheers, Kirill

On Sun, Sep 14, 2014 at 8:24 PM, Pine W wiki.pine@gmail.com wrote:

...

Hi Kirill,

Thanks.

1. I was thinking that we would go to AffCom for that first $50 filing

fee and then go to GAC/PEG when whe have a more detailed budget. If DC would like to sponsor the $50 registration fee, that would be appreciated.

2. What are the elements of bylaws that AffCom does and doesn't want

affiliates to use?

3. OK. I was aware that funds were provided for WikiConference USA 2014

through a scholarship program that was administered through the organizers, and I am glad to hear that this is likely to continue. I believe that the Wikimedia Affiliates Conference and Wikimania have very different scholarship models. I also believe that Wikimedia UK has a dedicated scholarship fund for Wikimania for its members. That said, this may be more complicated than we want to concern ourselves with at the moment, and in any case the reimbursement fund for bus fares and Seattle-Portland transportation is the highest priority, followed by the WikiConference USA 2015 scholarships.

4. If Wikimedia DC is additionally willing to fund the roughly $100

annual registered agent commercial service fee for a year, we can go with that. It would make things simpler on our end.

Thanks,

Pine

On Sun, Sep 14, 2014 at 5:08 PM, Kirill Lokshin < kirill.lokshin@gmail.com> wrote:

...

Hi Pine,

Overall, I think you're on the right track here. A few specific points that I want to address:

1. While AffCom can, in theory, provide startup funding, we do not

typically get requests for it, and consequently do not really have an established process to disburse it. While we could potentially come up with something, it may be easier and faster for you to get funding elsewhere. I would suggest either the WMF PEG program [1] or the Wikimedia DC small grants program [2]; the former will allow you to get more funding, particularly if you plan to roll program expenses into your grant request, while the latter is faster and requires less paperwork if your short-term funding needs are more limited.

2. Assuming that you do proceed with incorporation, please make sure to

submit your proposed bylaws to AffCom for review, since issues with bylaws are a major cause of rejected affiliate applications, and could potentially impact the renewal of your recognition next year.

3. Travel to the Wikimedia (Affiliates) Conference is traditionally

fully funded for all invited representatives. Assuming the current system remains in place next year, you will be eligible to send at least one representative, and possibly two, with the costs paid for by the hosting chapter, so I would say that this conference probably doesn't need to be a priority as far as scholarships are concerned.

4. With regard to registered agents, there is often a requirement that

they be available at the listed address during business hours; I haven't checked whether this is the case in Washington, but you should probably do so if you're looking to have a volunteer serve in this position. My recommendation, incidentally, would be to use a commercial registered agent service; it's not expensive, and will ensure that you don't miss anything critical.

Cheers, Kirill

[1] https://meta.wikimedia.org/wiki/Grants:PEG [2] http://wikimediadc.org/wiki/Grants

On Sun, Sep 14, 2014 at 7:45 PM, Pine W wiki.pine@gmail.com wrote:

...

Hi Cascadians,

As you saw, we have approval from AffCom. We now need to get a few things in order for the legal structure. I apologize for the length of this email. Those who have legal backgrounds will be familiar with much of what I am describing here, and any lawyers on the list with Washington nonprofit expertise can correct me if I make any errors.

1. We need two people to sign the WMF affiliation agreement. One of

the WMF attorneys, Stephen, is coordinating this process on their end. I have reached out to him and asked for his preferences for who will sign the agreement.

2. Incorporation as a nonprofit in Washington State is fairly

straightforward, but the situation gets more complicated if we want to raise funds, especially out of state, or if we want 501(c)(3) status. I suggest that we take one step at a time. We will need to do a few things to incorporate, detailed below.

3. We will need someone to serve as our registered agent which would

include providing their legal name and address; one of our members might be willing an able to do this for us, or we can hire a service to do this for us for about $100 per year. I would prefer that if one of us is willing to serve as the registered agent that they also be willing to serve as secretary for the organization, so that this person can easily handle correspondence between us and the Secretary of State's office. The job is likely to be low volume, but it's important that documentation matters are handled in a timely and accurate manner. Are there any volunteers for the secretary / registered agent role? Feel free to contact me off list.

4. In addition to the registered agent, we will need board members.

These individuals are legally responsible for the organization, similar to the WMF Board of Directors on a small scale. Their legal names (but not necessarily their Wikimedia usernames) are public, and I believe that for their physical addresses they can list the address of the registered agent (I can check that with the Secretary of State). The board members will be involved in the joyful tasks of writing bylaws, approving budgets, setting priorities, etc. I am hopeful that we will have 5 to 9 volunteers, and a number of people have indicated their interest. I want to be very clear that people who volunteer will have their legal names made public and possibly their addresses. I would like to ask those who are still interested to email me off-list and/or contact me in person, and I will also bring up this subject with people when I see them in the next month or two. The members of the board also have a lot of discretion in how officers of the organization are appointed; for example, the Board will need to approve people for the secretary / registered agent role. I believe that Washington law requires that the secretary and the president be different individuals, so the Board will also need to decide on a president, and possibly other officer roles if the Board wants to establish them separately.

4. Funding: initial funding needs, fortunately, are small since we

have no staff. I estimated earlier that a total first year of operation cost would be about $1000, which I hope we can get from Affcom or GAC. The startup costs simply to register as a nonprofit in Washington is $50 including the "expedited" filing fee (I could call the Secretary of State to find out what the non-expedited turnaround time is). I am hopeful that Affcom would be willing to provide the $50 to us, and later we could write a more detailed budget for Affcom or GAC for the remaining funding. This includes funds for online bookkeeping software so that all directors can view the organization's accounts.

5. Programmatic work: initial priorities that I have heard include

*Getting press-level access for members to Seattle public works projects

*Continuing support of edit-a-thons and related content creation events

*Establishing more systematic relationships with education, GLAM, and research institutions in our area; I personally am particularly interested in relationships with the Gates Foundation and the University of Washington regarding matters of public health and education, including the possibility of establishing a Wikimedian in Residence position at one or both organizations. We also have some excellent GLAM institutions and we could explore having edit-a-thons or WiR positions at those organizations.

*Creating a travel cost reimbursement fund, e.g. to reimburse members for gas for trips between Seattle and Portland for those attending edit-a-thons in the other city, to reimburse bus fares for those who attend our events, etc. We might also try to arrange scholarships for Wikimania 2015, WikiConference USA 2015, and Wikimedia Affiliates Conference 2015 (name and program still under discussion) through this fund. I feel that WikiConference USA is particularly relevant to our work and I hope that a few of us will attend in 2015.

*Exploration of the possibility of hosting WikiConference USA in 2016 at the UW

The Board will be responsible for setting these priorities.

6. Membership: in addition to Board members, we may have many other

members of the organization who participate in our events and inform the Board of their wishes for support. Typically, the regular members elect Board members from among themselves, and membership is construed broadly, sometimes with a nominal fee. Wikimedia UK charges 5 GBP per year for individual membership, which is roughly $8 USD. The Board sets any fees and may establish scholarship programs fee waivers.

I hope that in roughly the next month we will have decided on founding Board membership, the Registered Agent role, and the signatories for the WMF affiliation agreement.

Please feel free to contact me here or off-list with any questions. I will be at the TA3M meeting tomorrow and you can contact me personally there; depending on traffic I also hope to arrive early at the Least Squares social tonight. I'm happy to set up Google video or IRC conversations with people who are willing to volunteer for Board roles. My hope is that we will get a number of active and involved Board members so that the workload of getting established is relatively light on each individual person.

I'm cc'ing this email to Kirill and Tanvir to ask if they have any advice or points that they would like to add in their roles as our AffCom liaisons. I would also appreciate information from them about how we go about requesting startup funds from AffCom.

Regards,

Pine

---

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