(sorry for cross-posting, but since this is a time sensitive issue, I would like to get as many comments as possible)
Dear all,
Last 30 October, the Wikimedia Foundation (WMF) decided it needed more time to evaluate the case of Wikimedia Portugal, it extended the suspension of Wikimedia Portugal, and said that they must use the time that would otherwise be the termination period for the Chapter Agreement between Wikimedia Portugal and the Wikimedia Foundation, therefore giving notice of termination of the Chapter Agreement. WMF also said that if Wikimedia Portugal fully and completely resolved the issues described above and otherwise remained compliant with its obligations as a chapter - which happened, and the suspension was lifted - then WMF would sign a new chapter agreement with Wikimedia Portugal. The current chapter agreement therefore terminates this 31 January. On 25 January WMF sent us a new proposal of Chapter Agreement for Wikimedia Portugal to sign. It can be seen here, side by side with the current Chapter Agreement Wikimedia Portugal has with the WMF:
https://pt.wikimedia.org/wiki/Utilizador:Alchimista/Chapter_Agreement
This new proposal differs in many ways from the Chapter Agreement currently in place, and from the ones other chapters have signed (at least the ones that are public) and we have several questions about it, so we would like to ask the Wikimedia Portugal associates, other affiliates and the Wikimedia community in general to help us by clarifying some of these questions and weigh in on the advantages and disadvantages of continuing being a WMF affiliate under these changed conditions.
We have also accordingly asked from the WMF a two month extension of the current Chapter Agreement, to allow for proper discussion of their proposal.
Main concerns:
These are some of the main differences we found that are concerning us (first in italic the current agreement, second in bold the new proposal)
-
“This Chapter is authorized to cover the geographic region of the Portugal. The Foundation will not seek to create or authorize the creation of any additional chapter within this geographic region. The Foundation will not engage with other local organizations without consulting with the chapter.” (Current CA) disappears entirely, and becomes “WMF hereby recognizes Chapter as part of the Wikimedia movement supporting its Focus Area.” (i.e. Portugal) -
Chapter shall do business as “Wikimedia Portugal, an independent organization for Wikimedia volunteers in Portugal”, irrespective of its locally incorporated name. - this seems unique among chapters, and in our view conflicts with the possibility of affiliates including both volunteers and professionals, as well as both Wikimedians and people otherwise engaged and interested in programs, such as teachers, librarians and museologists. The tagline also seems cumbersome, awkward and we don’t understand its purpose.
-
The Foundation agrees to support the activities of the Chapter and to not engage in any activity that might negatively impact the work or image of the Chapter. (This disappears in the current proposed agreement) -
Exhibit B, 2. Approved use: Use of trademarks seems to be limited to the geographic space of Portugal: “with respect to Chapter’s activities in Portugal”. Does this mean that use in events, activities and partnerships involving other countries (Wikimedia España, other Iberocoop members, etc) requires a special authorization beforehand? -
Exhibit B, 2. Approved use: “Promotion material that is not intended for Wikimedia outreach activities or community-focused events as defined in the Wikimedia Trademark Policy (which may be found at < https://foundation.wikimedia.org/wiki/Trademark_policy >) are not approved under this License and would require specific approval under Section 3 below.” This one is a bit convoluted and even within our group we have different understanding of what this means. Many of our present and past activities include GLAM partnerships, photo contests, and conferences not in “WikiCon” style. By following the link for the Trademark policy, it is not clear if these activities are included in the definition of outreach or if section 4 of the Trademark policy apply. This could mean that these activities need a bureaucratic procedure defined as a permission in writing (by physical mail or by an email to trademarks@wikimedia.org) to use the Wikimedia Marks outside the scope of this License (“ Additional Use ”). Each such request must include: (1) reference to this agreement; (2) attached samples of the proposed use; and (3) the date(s) and scope of the proposed use. Bureaucratic procedures increase enormously from the current situation, without giving any apparent advantage over non-affiliate community members; -
Use of the name and logo of Wikimedia Portugal in its fundraising campaigns apparently must now be authorized beforehand (points 3.2 and 3.3 of the Trademark Policy https://foundation.wikimedia.org/wiki/Trademark_policy ) -
Exhibit A, 5.4 Chapter governance reports: “Upon the request of WMF, but no more than once per year, Chapter shall provide WMF with a report analyzing the effectiveness of Chapter’s governance structures. The report shall be prepared by a firm external to Chapter, and Chapter shall provide WMF with a copy of the report written in or translated into English.” In an organization with limited resources such as Wikimedia Portugal, having to comply with such a request without providing the means to realize it would most probably dictate its end. We would rather have it explicitly state what conditions would trigger such a report, and that it would not be a financial burden; -
Termination: “The term of this agreement is one year and is automatically renewed unless notice is given three months in advance by either party.” (Current CA) becomes (7.1) “This Agreement will automatically renew for additional 1-year terms (“ Renewal Term ”), unless either party provides written notice of its intent not to renew 30 days prior to the end of the Term or Renewal Term.” (7.2) “This Agreement may be terminated by either party without cause upon 60 days written notice to the other party.”
Thank you for your attention, and we appreciate any comment you might have.
Best regards,
Gonçalo Themudo
*Presidente* *Wikimedia Portugal* *Email: *goethe.wiki@gmail.com *Website: *http://pt.wikimedia.org https://sites.google.com/view/themudo *Imagine um mundo onde cada ser humano pode partilhar livremente a soma de todo o conhecimento, na sua própria língua.*
Hi Gonçalo,
I have limited familiarity with the situation with Wikimedia Portugal, but I am glad that there seems to be some movement on a path forward here.
I have had similar questions about WMF trademarks in the past. My quick read of the trademark provisions that you included in your email is that they may need clarification but I don't think of them as being "red flags" that should stop progress.
I don't know what WMF's legal research has revealed regarding WMPT's situation. My guess is that WMF is being understandably cautious about WMPT until WMF has greater certainty about WMPT's governance. You could ask WMF to explain why it made the proposal that it did.
I understand the concern about annual governance reviews. I would support WMF providing sufficient (not lavish, but sufficient) grant funding for WMPT to hire a contractor to perform the governance reviews that WMF wants.
Overall, I think that your concerns and questions are good and should be discussed between WMPT, WMF Legal, and Affcom. I understand why you would make these questions public and request input from the wider community. Personally, I do not see "red flags" in the language that you quoted, and I am glad to see that there seems to be some positive steps happening with regards to the situation between WMPT, WMF, and Affcom. WMPT might consider asking WMF for more favorable terms for the chapter agreement after a period of time, perhaps six months to a few years, if WMPT seems to be progressing in a good direction over that longer period of time. In the time between now and January 31, I think that you are asking good questions but I would not consider these issues to be "red flags" in the short term.
Best wishes,
Hi Gonçalo,
Thanks for sharing. I share most of your concerns, reading your explanation - and they seem reasonable. I find it particularly odd that such major changes are forced upon the chapter in this situation. If these changes are necessary, it would be better to discuss them in a global context, and renew all chapters agreements - not by doing it whenever convenient. This way the chapters get on unequal footing, and confusion is bound to arise who has which permissions.
I'm less concerned about the reporting etc, but mostly concerned about the conditions that reduce the effectiveness of the chapter. The tagline is, if indeed meaning what you think it does, wholly impractical and something I remember fighting several years back in the time of Mike Godwin as legal counsel (yeah, quite a while back). It's a returning theme: it would be more convenient for the WMF to have chapters put all these restrictions on themselves, but it makes the work of the chapters less effective.
My big question here is always: how can we best leverage the work of volunteers. How can we make sure that we use the efforts and resources that chapters collect - and I'm mostly talking about relationships, goodwill and volunteer time - to their fullest extent for our joint mission. The bureaucracy of trademarks and agreements that we create should be there to serve that mission.
I don't have immediate answers for you because I'm no legal expert and don't have the time or background to read up on everything this touches on. I realize that I'm rushing to conclusions probably on limited information. But this should imho be the compass, and I hope that the WMF can use the same. Even if that means it is inconvenient.
Best, Lodewijk
On Sun, Jan 27, 2019 at 5:18 PM Pine W wiki.pine@gmail.com wrote:
Hi Gonçalo,
I have limited familiarity with the situation with Wikimedia Portugal, but I am glad that there seems to be some movement on a path forward here.
I have had similar questions about WMF trademarks in the past. My quick read of the trademark provisions that you included in your email is that they may need clarification but I don't think of them as being "red flags" that should stop progress.
I don't know what WMF's legal research has revealed regarding WMPT's situation. My guess is that WMF is being understandably cautious about WMPT until WMF has greater certainty about WMPT's governance. You could ask WMF to explain why it made the proposal that it did.
I understand the concern about annual governance reviews. I would support WMF providing sufficient (not lavish, but sufficient) grant funding for WMPT to hire a contractor to perform the governance reviews that WMF wants.
Overall, I think that your concerns and questions are good and should be discussed between WMPT, WMF Legal, and Affcom. I understand why you would make these questions public and request input from the wider community. Personally, I do not see "red flags" in the language that you quoted, and I am glad to see that there seems to be some positive steps happening with regards to the situation between WMPT, WMF, and Affcom. WMPT might consider asking WMF for more favorable terms for the chapter agreement after a period of time, perhaps six months to a few years, if WMPT seems to be progressing in a good direction over that longer period of time. In the time between now and January 31, I think that you are asking good questions but I would not consider these issues to be "red flags" in the short term.
Best wishes,
Pine ( https://meta.wikimedia.org/wiki/User:Pine ) _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Hi Gonçalo,
Looks to me like someone in the WMF has decided that, given the recent challenges with WMPT, it's a good idea to create a chapter agreement that's somewhat more restrictive in terms of trademark usage and reporting as a way of mitigating any future problems the chapter might encounter.
Of course, I may be misinterpreting this (which is easy to do). But if you're someone in the WMF whose job it is to worry about the risks of various courses of action, including signing chapter agreements, then this would probably look like a sensible thing to do.
From a broader perspective... well, it does look like we're creating a new
kind of chapter with slightly fewer rights as a result of the chapter encountering governance issues. This is a new way of approaching this kind of issue (many chapters and the WMF have all had significant governance issues at some point, without anyone wanting to renegotiate the founding agreements between them), and I am not sure it's healthy, at least not without being embedded in a broader framework.
Pretty much the only thing you can do in the circumstances is go back to the WMF with queries and/or a counter-proposal. This is what is normally what happens in contract negotiations, including within the Wikimedia movement, and generally speaking these proposals are usually open to negotiation.
It's already clear from the WMPT situation (and others) that how the movement deals with 'difficult situations' involving affiliates is pretty unclear. I think there are questions to ask about the right balance between investigation, development support, conflict resolution, and risk mitigation/disciplinary measures. There are also questions about whose job it is to do all of these things. And it's not helped by the fact that there is no clear definition of what a chapter (or any affiliate) is for, and what the expectations of the affiliate/WMF relationship should be.
Chris
On Mon, Jan 28, 2019 at 12:58 AM GoEthe.wiki goethe.wiki@gmail.com wrote:
(sorry for cross-posting, but since this is a time sensitive issue, I would like to get as many comments as possible)
Dear all,
Last 30 October, the Wikimedia Foundation (WMF) decided it needed more time to evaluate the case of Wikimedia Portugal, it extended the suspension of Wikimedia Portugal, and said that they must use the time that would otherwise be the termination period for the Chapter Agreement between Wikimedia Portugal and the Wikimedia Foundation, therefore giving notice of termination of the Chapter Agreement. WMF also said that if Wikimedia Portugal fully and completely resolved the issues described above and otherwise remained compliant with its obligations as a chapter - which happened, and the suspension was lifted - then WMF would sign a new chapter agreement with Wikimedia Portugal. The current chapter agreement therefore terminates this 31 January. On 25 January WMF sent us a new proposal of Chapter Agreement for Wikimedia Portugal to sign. It can be seen here, side by side with the current Chapter Agreement Wikimedia Portugal has with the WMF:
https://pt.wikimedia.org/wiki/Utilizador:Alchimista/Chapter_Agreement
This new proposal differs in many ways from the Chapter Agreement currently in place, and from the ones other chapters have signed (at least the ones that are public) and we have several questions about it, so we would like to ask the Wikimedia Portugal associates, other affiliates and the Wikimedia community in general to help us by clarifying some of these questions and weigh in on the advantages and disadvantages of continuing being a WMF affiliate under these changed conditions.
We have also accordingly asked from the WMF a two month extension of the current Chapter Agreement, to allow for proper discussion of their proposal.
Main concerns:
These are some of the main differences we found that are concerning us (first in italic the current agreement, second in bold the new proposal)
“This Chapter is authorized to cover the geographic region of the Portugal. The Foundation will not seek to create or authorize the creation of any additional chapter within this geographic region. The Foundation will not engage with other local organizations without consulting with the chapter.” (Current CA) disappears entirely, and becomes “WMF hereby recognizes Chapter as part of the Wikimedia movement supporting its Focus Area.” (i.e. Portugal)
Chapter shall do business as “Wikimedia Portugal, an independent organization for Wikimedia volunteers in Portugal”, irrespective of its locally incorporated name. - this seems unique among chapters, and in our view conflicts with the possibility of affiliates including both volunteers and professionals, as well as both Wikimedians and people otherwise engaged and interested in programs, such as teachers, librarians and museologists. The tagline also seems cumbersome, awkward and we don’t understand its purpose.
The Foundation agrees to support the activities of the Chapter and to not engage in any activity that might negatively impact the work or image of the Chapter. (This disappears in the current proposed agreement)
Exhibit B, 2. Approved use: Use of trademarks seems to be limited to the geographic space of Portugal: “with respect to Chapter’s activities in Portugal”. Does this mean that use in events, activities and partnerships involving other countries (Wikimedia España, other Iberocoop members, etc) requires a special authorization beforehand?
Exhibit B, 2. Approved use: “Promotion material that is not intended for Wikimedia outreach activities or community-focused events as defined in the Wikimedia Trademark Policy (which may be found at < https://foundation.wikimedia.org/wiki/Trademark_policy >) are not approved under this License and would require specific approval under Section 3 below.” This one is a bit convoluted and even within our group we have different understanding of what this means. Many of our present and past activities include GLAM partnerships, photo contests, and conferences not in “WikiCon” style. By following the link for the Trademark policy, it is not clear if these activities are included in the definition of outreach or if section 4 of the Trademark policy apply. This could mean that these activities need a bureaucratic procedure defined as a permission in writing (by physical mail or by an email to trademarks@wikimedia.org) to use the Wikimedia Marks outside the scope of this License (“ Additional Use ”). Each such request must include: (1) reference to this agreement; (2) attached samples of the proposed use; and (3) the date(s) and scope of the proposed use. Bureaucratic procedures increase enormously from the current situation, without giving any apparent advantage over non-affiliate community members;
Use of the name and logo of Wikimedia Portugal in its fundraising campaigns apparently must now be authorized beforehand (points 3.2 and 3.3 of the Trademark Policy https://foundation.wikimedia.org/wiki/Trademark_policy )
Exhibit A, 5.4 Chapter governance reports: “Upon the request of WMF, but no more than once per year, Chapter shall provide WMF with a report analyzing the effectiveness of Chapter’s governance structures. The report shall be prepared by a firm external to Chapter, and Chapter shall provide WMF with a copy of the report written in or translated into English.” In an organization with limited resources such as Wikimedia Portugal, having to comply with such a request without providing the means to realize it would most probably dictate its end. We would rather have it explicitly state what conditions would trigger such a report, and that it would not be a financial burden;
Termination: “The term of this agreement is one year and is automatically renewed unless notice is given three months in advance by either party.” (Current CA) becomes (7.1) “This Agreement will automatically renew for additional 1-year terms (“ Renewal Term ”), unless either party provides written notice of its intent not to renew 30 days prior to the end of the Term or Renewal Term.” (7.2) “This Agreement may be terminated by either party without cause upon 60 days written notice to the other party.”
Thank you for your attention, and we appreciate any comment you might have.
Best regards,
Gonçalo Themudo
*Presidente* *Wikimedia Portugal* *Email: *goethe.wiki@gmail.com *Website: *http://pt.wikimedia.org https://sites.google.com/view/themudo *Imagine um mundo onde cada ser humano pode partilhar livremente a soma de todo o conhecimento, na sua própria língua.* _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Hi,
Thank you all for the insightful and reassuring responses. WMF agreed to extend our current chapter agreement for a couple of months so that we have more time to go over the details and ask questions, and discuss it with the membership of the chapter. Cheers,
Gonçalo Themudo
*Presidente* *Wikimedia Portugal* *Email: *goethe.wiki@gmail.com *Website: *http://pt.wikimedia.org https://sites.google.com/view/themudo *Imagine um mundo onde cada ser humano pode partilhar livremente a soma de todo o conhecimento, na sua própria língua.*
GoEthe.wiki goethe.wiki@gmail.com escreveu no dia segunda, 28/01/2019 à(s) 01:58:
(sorry for cross-posting, but since this is a time sensitive issue, I would like to get as many comments as possible)
Dear all,
Last 30 October, the Wikimedia Foundation (WMF) decided it needed more time to evaluate the case of Wikimedia Portugal, it extended the suspension of Wikimedia Portugal, and said that they must use the time that would otherwise be the termination period for the Chapter Agreement between Wikimedia Portugal and the Wikimedia Foundation, therefore giving notice of termination of the Chapter Agreement. WMF also said that if Wikimedia Portugal fully and completely resolved the issues described above and otherwise remained compliant with its obligations as a chapter - which happened, and the suspension was lifted - then WMF would sign a new chapter agreement with Wikimedia Portugal. The current chapter agreement therefore terminates this 31 January. On 25 January WMF sent us a new proposal of Chapter Agreement for Wikimedia Portugal to sign. It can be seen here, side by side with the current Chapter Agreement Wikimedia Portugal has with the WMF:
https://pt.wikimedia.org/wiki/Utilizador:Alchimista/Chapter_Agreement
This new proposal differs in many ways from the Chapter Agreement currently in place, and from the ones other chapters have signed (at least the ones that are public) and we have several questions about it, so we would like to ask the Wikimedia Portugal associates, other affiliates and the Wikimedia community in general to help us by clarifying some of these questions and weigh in on the advantages and disadvantages of continuing being a WMF affiliate under these changed conditions.
We have also accordingly asked from the WMF a two month extension of the current Chapter Agreement, to allow for proper discussion of their proposal.
Main concerns:
These are some of the main differences we found that are concerning us (first in italic the current agreement, second in bold the new proposal)
“This Chapter is authorized to cover the geographic region of the Portugal. The Foundation will not seek to create or authorize the creation of any additional chapter within this geographic region. The Foundation will not engage with other local organizations without consulting with the chapter.” (Current CA) disappears entirely, and becomes “WMF hereby recognizes Chapter as part of the Wikimedia movement supporting its Focus Area.” (i.e. Portugal)
Chapter shall do business as “Wikimedia Portugal, an independent organization for Wikimedia volunteers in Portugal”, irrespective of its locally incorporated name. - this seems unique among chapters, and in our view conflicts with the possibility of affiliates including both volunteers and professionals, as well as both Wikimedians and people otherwise engaged and interested in programs, such as teachers, librarians and museologists. The tagline also seems cumbersome, awkward and we don’t understand its purpose.
The Foundation agrees to support the activities of the Chapter and to not engage in any activity that might negatively impact the work or image of the Chapter. (This disappears in the current proposed agreement)
Exhibit B, 2. Approved use: Use of trademarks seems to be limited to the geographic space of Portugal: “with respect to Chapter’s activities in Portugal”. Does this mean that use in events, activities and partnerships involving other countries (Wikimedia España, other Iberocoop members, etc) requires a special authorization beforehand?
Exhibit B, 2. Approved use: “Promotion material that is not intended for Wikimedia outreach activities or community-focused events as defined in the Wikimedia Trademark Policy (which may be found at < https://foundation.wikimedia.org/wiki/Trademark_policy >) are not approved under this License and would require specific approval under Section 3 below.” This one is a bit convoluted and even within our group we have different understanding of what this means. Many of our present and past activities include GLAM partnerships, photo contests, and conferences not in “WikiCon” style. By following the link for the Trademark policy, it is not clear if these activities are included in the definition of outreach or if section 4 of the Trademark policy apply. This could mean that these activities need a bureaucratic procedure defined as a permission in writing (by physical mail or by an email to trademarks@wikimedia.org) to use the Wikimedia Marks outside the scope of this License (“ Additional Use ”). Each such request must include: (1) reference to this agreement; (2) attached samples of the proposed use; and (3) the date(s) and scope of the proposed use. Bureaucratic procedures increase enormously from the current situation, without giving any apparent advantage over non-affiliate community members;
Use of the name and logo of Wikimedia Portugal in its fundraising campaigns apparently must now be authorized beforehand (points 3.2 and 3.3 of the Trademark Policy https://foundation.wikimedia.org/wiki/Trademark_policy )
Exhibit A, 5.4 Chapter governance reports: “Upon the request of WMF, but no more than once per year, Chapter shall provide WMF with a report analyzing the effectiveness of Chapter’s governance structures. The report shall be prepared by a firm external to Chapter, and Chapter shall provide WMF with a copy of the report written in or translated into English.” In an organization with limited resources such as Wikimedia Portugal, having to comply with such a request without providing the means to realize it would most probably dictate its end. We would rather have it explicitly state what conditions would trigger such a report, and that it would not be a financial burden;
Termination: “The term of this agreement is one year and is automatically renewed unless notice is given three months in advance by either party.” (Current CA) becomes (7.1) “This Agreement will automatically renew for additional 1-year terms (“ Renewal Term ”), unless either party provides written notice of its intent not to renew 30 days prior to the end of the Term or Renewal Term.” (7.2) “This Agreement may be terminated by either party without cause upon 60 days written notice to the other party.”
Thank you for your attention, and we appreciate any comment you might have.
Best regards,
Gonçalo Themudo
*Presidente* *Wikimedia Portugal* *Email: *goethe.wiki@gmail.com *Website: *http://pt.wikimedia.org https://sites.google.com/view/themudo *Imagine um mundo onde cada ser humano pode partilhar livremente a soma de todo o conhecimento, na sua própria língua.*
Hi Gonçalo, It might also be useful to compare the new proposed Chapter Agreement with a few existing Agreements from other chapters. Might give you a better insight in the proposed changes and also provide you with some alternative formulations. You can find ours here: https://nl.wikimedia.org/wiki/Bestand:Chapter_agreement.pdf
I will also ask the moderator on the session on bylaws during the Board Member Training if he can pay some attention to the Chapter Agreement as well. Regards, Frans
*Frans Grijzenhout*, voorzitter / chair +31 6 5333 9499
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