I've posted some replies on the discussion page and made some amendments but Oscar/Stephen seem to be interested in a discussion prior to me making any necessary amendments. Let me just recap what ChapCom has said:
1. Most chapters have a minimum of 1 general meeting (exclusive of the AGM).
2. What happens if the members are unhappy about how the board is doing? It is in most chapters common that if x% of the members requires it, the board is forced to call an assembly. For example, if 10% of the members (also a quorum in this case) call for it.
3. Is there a Special Resolution where members can remove a board member the whole Board?
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?
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?
6. If someone just doesn't pay fees, when will he/she no longer be a member? Usually bylaws have a clause saying something along the lines "if you didn't pay your dues for more than a year, and two reminders have been sent the board may remove membership from you".
7. Under amendments, the 2/3 being spoken of here, is that 2/3 of the full number of members or 2/3 of the votes casted? For example, if there are 100 members, and there are 30 present at the General Meeting. Would the 2/3 be 67 votes or 20? I assume it is the same as for the Special Resolution.
8. When can a member be removed when he/she is behind too much with their dues. You could impose a minimum term, and then choose later that you use a larger one in practice.
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.
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.
==My comments==
I've put some of my comments on the discussion page, and will put others as we discuss the above ten points. What I want to talk about here is regarding Chris' suggestion of imposing a maximum term on Board Members. While he strongly advocated for it, I frankly believe that there should be no such restriction since we stand a chance of losing good Board Members just because their terms have expired. And since we are relatively few, with some of the current members already leaving or some inactive (for whatever reason) -- proving how hard it is to recruit and retain volunteers in Africa. If this clause stays, there might come a time where there aren't enough volunteers willing to commit themselves for a whole year. From what I've seen in other chapters is that there are relatively minor changes in the Board. Year after year, I see the same faces, maybe with two or three new faces.
Sincerely
Abbas.
From: abbasjnr@hotmail.com
To: wikimediake@lists.wikimedia.org
Date: Tue, 12 Jul 2011 08:09:05 +0000
Subject: [Wikimedia Kenya] Bylaws: ChapCom's Comments
Greetings:
Kindly respond.
Abbas.
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