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(a)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(a)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