> Date: Thu, 14 Jul 2011 14:05:45 +0300
> From: oslimoke@gmail.com
> To: wikimediake@lists.wikimedia.org
> Subject: Re: [Wikimedia Kenya] Bylaws: ChapCom's Comments

> I suggest we say 10% of the members can call for a "Special Meeting"
> to express a vote of no confidence in the board.However such a vote
> should only be considered valid if atleast 30% of the members partake
> in it and that the voting out of the board/resolution should be
> supported by 50% +1 of the voting members(i.e the 30% present)....

May I try to interpret what you are saying in actual figures?

10% of ~20 members = 2 members.

30% of ~20 members = 6 members

51% of the 6 members = 4 members

So therefore in simpler terms, what you are saying is that at least 2 members can call for a Special Resolution and the vote is only considered valid if at least 6 members partake in the voting and the voting out of the board should be supported by at least 4 members?

If this is what you are implying, I disagree with it. Once again, I borrow precedence from Wikimedia Deutschland's case (mentioned earlier upthread) where they require a majority to remove the Board. 6 out of 20 members is not a majority. 

> 4. For Board members,
> > what does two consecutive terms mean? Is it two terms in the same position
> > (chair, treasurer etc) or two terms on the board?
> I think we should do away with the num,ber of terms.Anyone is eligible
> to vie as aboard members as many times as possible.
> 5. how are the different
> > functions in the board distributed? Are the board members elected in
> > funcion? (i.e. the General Meeting determines who becomes chairperson) Or
> > are they elected as board member and then the board members elect in a
> > similar way in their first meeting the chair person etc?
> We elect the Board Membres as a Block then from amongst the block they
> distribute amongst themselves how and who will do/be what.If our board
> needs 5Members,the top 5 viers of the Board qualify to be the New
> Board.
>
> However my reservation would be what if in the next term say a board
> member X who has been serving as Vice-Chair now wishes to serve as
> Chair??

Once we as members have elected the 5 Board members, it will up to the Board Members to decide how they'll select themselves in whatever way they wish. Whether they'll carry out another secret ballot to select themselves or they'll toss a coin is up to them. 

 
> .9. Budget. I see no explanation
> > in the bylaws how the budget works (planned expenses for next year) - who
> > proposes the budget (the board/treasurer/chair?), who approves it (the
> > General Meeting?). Some way of budget approval also gives the members a good
> > opportunity to actually control the board and influence what direction the
> > association is really taking.
> The Treasurer should be preparing a budget based on estimates
> provide/discussed by the Board.The Budget then presented to Members to
> approve/reject/alter the same....

Agreed. Although, in the foreseeable future, I don't think we'll be having significant amount of cash in hand for us to prepare and plan an annual budget

> 10. Auditing. Especially when budgets get
> > higher, but also in the beginning, it is good to have a continuous control
> > of how money has been spent. Generally there are to me two well known ways
> > to do this: through a professional audit (expensive!) and through an Audit
> > Committee (a group of non-board members who will check the financial
> > statements and books thoroughly before they are approved by the members).
> > Either would report directly to the General Meeting and then the General
> > Meeting could decide to approve the financial report or not. It might be
> > however that this is already part of the law, so in that case pointing to
> > that would be sufficient.
>
> I suggest we adopt the Kenyan Parliament System where we will have
> various committees in Charge of various aspects.The one in Charge of
> Audit will be responsible for our audit and expenditure...

Yes. That's what various chapters and the Foundation does as well. In fact, I think it's in one of the articles that states that the board has the authority to appoint a committee as and when it deems necessary. 

Abbas.