New subject: Questions about proposed new Chapter agreement for Wikimedia Portugal

28 Jan 2019

(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(a)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(a)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.*