Hi,
thank you Abbas for working on this. Once you put up the revised version I will come with some more detailed comments based on past experiences with other chapters. Please inform the chapters committee when the time is there for that.
If I listen to your explanation, the trust (even thought hat word seems to have a different meaning all over the world) sounds like a reasonable structure. I do not think you want to set up a structure where all board members are personally liable (for example in the case someone wants to sue because of something written on Wikipedia). Can you also have a membership structure in a Kenyan trust? If so, that sounds more or less like an association in different jurisdictions. This is a common structure for chapters.
I do not know how the situation is in Kenya, but it might be helpful to submit bylaws at some point to a lawyer or civil servant informally to ask "would this be likely approved as tax-exampt in Kenya?" after you processed all changes you deem useful. That should save you some worries later on. Just a suggestion.
The situation that was suggested is a situation that sounds like a Dutch company with a board of directors and a board of commissioners. Also Wikimedia Indonesia has a similar structure - they are also structured like a company (non-profit). I do agree with Manuel that this would probably make things complicated for you, but I also would like to urge you to choose a structure that makes you feel comfortable, that is common in your country. I suggest you approach some organizations that are similar to yours (small associations) and ask them how they organized themselves. In any case it is important to have a clear division of responsibilities - describe your structure very clearly in your bylaws.
I totally agree there should be a way for the membership to replace the board members - but this does not have to be easy.
I agree with Manuel to have terms of 1 year instead of three. However, keep in mind it is common that board members are re-elected, so their actual term will likely be longer than one year.
Good luck with processing comments etc,
Lodewijk
2011/2/9 Manuel Schneider manuel.schneider@wikimedia.ch:
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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On Wed, Feb 9, 2011 at 1:21 PM, Lodewijk lodewijk@effeietsanders.org wrote:
[snip a bunch of good things]
but I also would like to urge you to choose a structure that makes you feel comfortable, that is common in your country. I suggest you approach some organizations that are similar to yours (small associations) and ask them how they organized themselves.
This is probably the most important point ever. Listen to our European centric opinions, pick our brains, challenge our experience, and don't hesitate to discard right away what doesn't make sense to you in a cultural, legal, gut-feeling kind of way :)
I totally agree there should be a way for the membership to replace the board members - but this does not have to be easy.
+1
I agree with Manuel to have terms of 1 year instead of three. However, keep in mind it is common that board members are re-elected, so their actual term will likely be longer than one year.
I have a more mitigated opinion on this. I believe for example that having one year terms for Wikimedia Deutschland is a liability at this stage of development of the chapter. But let me try and make this a bit clearer by giving you my thought behind the length of a board mandate.
*Boards are usually made up of volunteers. Volunteers motivation is fluctuating, mostly due to outside things. Today, all of you people have time and are motivated to do things, but you don't know where you'll be in three years. Maybe starting a new job, maybe finishing a demanding Phd, maybe travelling the world, maybe having moved on to other non-profit involvements, whatever. So signing up for three years for a very young chapter is, in my opinion, not a realistic thing. One year sounds more like it. Lodewijk is also right, people tend to be reelected for at least another year anyway. And let's be realistic, your first year will be spent on doing stuff, not on strategizing much :)
* I don't agree however, that in the mid term, reelecting the board every year is a good thing. My personal opinion is that for a very developped chapterr like Wikimedia Deutschland for example, the illusion of democracy (elections happening more often give the impression that it is all more "democratic") actually have a negative side effect, which is basically that people are campaigning almost all year long. In a developped chapter, it takes quite a long time to get acquainted with how things work, and a year can be very short. My observation is also that as a chapter grows, the age of its board members tend to go up on average, with people who are less prone to sudden changes in their life, and more ready to commit for a longer amount of time.
* A longer term as one year also gives some stability to the chapter. It allows for continuity in the governing body, which I find is good. However, that only really works if you add a the two-tier renewal, ie. half of the board being elected every other year, rather than the board being elected as a block for two years. Wikimedia France has introduced a longer mandate (2 years) three years ago (I think?), and has had rotating elections ever since, which, in my opinion, really have benefitted the growth of the chapter. This also addresses the passing of the flame, as you constantly have at least half of the board who "was here the year before" and can work the new people in.
In any case, my advice, which of course, you are free to reject, of course, would be the following:
* Go for a one year term at the beginning, to allow more people to feel they can participate at the higher level of the chapter. This helps with member motivation and member retention. If you start with a three year term, there is no room for new people to come at that level in well... three years, and it's a looooong time.
*Do keep in mind the possibility, when the chapter is better developed, to change the bylaws and introduce a two year term with 1/2 he board elected every other year.
That's all folks,
Have fun bylawering ;)
Cheers,
Delphine
wikimediake@lists.wikimedia.org