Hi folks, First and foremost, let me take this opportunity to sincerely apologize for the delay in giving feedback on where we were on the bylaws in terms of legal review. Yesterday, I managed to have a one-on-one meetup with Ali Mahmud (he's not my brother, FYI. We just happen to have the same last names.) The following is what we discussed/proposed/suggested: [Note: I have CC-ed him so that he may answer any queries you may have]. We could also arrange a meetup with him, if you wish. Chapter Registration:We could either register our Chapter as a Trust or Society:Trust - When we register as a trust, we will be a legally-recognized corporate entity that is capable of suing or being sued. The corporate entity can own property and assets. Registration as a trust is much faster than a Society.The following is an approximate of the expenses to be incurred: Legal fees = KES50,000; Government stamp duty = KES 200 Registration of Documents Act = KES 1500 Trustees (Perpetual) Succession Act= KES 5000 Total=KES 56700 The above process could take one month and we will then be issued with a Certificate. Society - The registration process is tedious, slow and requires alot of pushing. When we register as a society, WMKE will be an amorphous institution, meaning it can't be sued on it's own. Rather, it is the officials or trustees that can be sued. Property/assets are registered under the trustees. The Society should file annual returns (e.g. indicating any change in trustees). Tax ExemptionAfter getting the Certificate of registration, we should contact the Minister for Finance and apply for tax exemption. The by-laws should clearly indicate that we are a non-profit organisation. A petition letter should be written to the Minister when applying for tax exemption with supporting documents (from WMF and/or ICT Board and/or Google Kenya). Tax exemption requires political pushing/influence -- so the duration of us getting tax exemption could be as short as a week and as long as decades! Bylaws:The lawyer has proposed some changes to the bylaws:-That we have a two-tier board structure: The Board Of Trustees & The Executive Committee. The EC could be in charge of funding/project proposals etc while the Board oversees and has the final say in whatever the EC might suggest. We could have 2 board members in the EC as well. -That he will include a "no-confidence" section in the bylaws, so that if and when the members are dissatisfied with the Board, they have the power to vote them off. -That the Board members that will be elected should sit in it for 3 years (rather than 1 year). This is because a year is not enough for the Board to familiarise, set things straight, come up with a strategic plan, etc. -I will publish the revised bylaws online tomorrow so that you could see the above-mentioned changes. Your comments/suggestions are welcome. Regards, Abbas.
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Hi Abbas, Ali and all list members,
thanks for the update and intense work on the bylaws.
Am 9.2.2011 schrieb "Abbas Mahmoud" abbasjnr@hotmail.com:
Society - The registration process is tedious, slow and requires alot of pushing. When we register as a society, WMKE will be an amorphous institution, meaning it can't be sued on it's own. Rather, it is the officials or trustees that can be sued. Property/assets are registered under the trustees. The Society should file annual returns (e.g. indicating any change in trustees).
What are the costs of this option?
Tax ExemptionAfter getting the Certificate of registration, we should contact the Minister for Finance and apply for tax exemption. The by-laws should clearly indicate that we are a non-profit organisation. A petition letter should be written to the Minister when applying for tax exemption with supporting documents (from WMF and/or ICT Board and/or Google Kenya). Tax exemption requires political pushing/influence -- so the duration of us getting tax exemption could be as short as a week and as long as decades!
Does this apply for Trust or Society or both?
Bylaws:The lawyer has proposed some changes to the bylaws:-That we have a two-tier board structure: The Board Of Trustees & The Executive Committee. The EC could be in charge of funding/project proposals etc while the Board oversees and has the final say in whatever the EC might suggest. We could have 2 board members in the EC as well.
hmm, I don't understand why making it so complicated. I haven't heard of one chapter that has this kind of construction. In contrast, normally you have the problem of not being able to find enough members to candidate. This will be even worse if you have two committees.
Wikimedia Germany tried to set up such a structure just a few weeks ago by the change of bylaws (which was not approved by the members). But they have more than 650 members, eight board members and about 30 employees. The reason to split the committees was to split responsibilities, as the board is responsible (and liable) for what the Managing Director does.
I think that all this is not an issue of WMKE and even if it becomes an issue in the future it will take some years - then you can still change the bylaws accordingly - if your members really want that. WMDE for instance has still trouble finding enough members for their board of eight.
For now, with much less ressources, keep it stupid and simple. Try to avoid overhead where possible.
-That he will include a "no-confidence" section in the bylaws, so that if and when the members are dissatisfied with the Board, they have the power to vote them off.
This should really be a standard in all bylaws, I totally agree.
-That the Board members that will be elected should sit in it for 3 years (rather than 1 year). This is because a year is not enough for the Board to familiarise, set things straight, come up with a strategic plan, etc.
I oppose this. While one year seems to be the standard, also among Wikimedia Chapters, that was also part of the bylaw change at WMDE that didn't get approved, and I assert (personal oponion) that the reason that the bylaw change failed was because of this.
I understand the idea and the argument behind it. Anyway I have never seen it as an issue, neither in WMDE, WMCH nor WMAT. WMDE still worked out a 10 year plan. On another note I think it is vital for a democratic movement such as Wikimedia that decisions (such as board votes) can be easily revised once a year. Most board members won't change anyway because they candidate again and will be voted again - if they did a good job, and that's the most important part! If they don't do a good job - how to get rid of them? Even though you have no-confidence paragraph now in your bylaws it is very hard to go through that process - we just did (for my first time ever) that in WMDE, and it was a lot of trouble. Also think of people that do not candidate again. Do you want to force them to drop out during their period? Then you will still have again order a general assembly to get them replaced, or you just nominate replacements - not democratic. Or you risk that you end up with half of the board being inactive after two years, taking away your ability to act.
Just my personal opinions.
Regards,
/Manuel
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