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. SincerelyAbbas. From: abbasjnr(a)hotmail.com To: wikimediake(a)lists.wikimedia.org Date: Tue, 12 Jul 2011 08:09:05 +0000 Subject: [Wikimedia Kenya] Bylaws: ChapCom's Comments Greetings: Please see the bylaws here: http://meta.wikimedia.org/wiki/Wikimedia_Kenya/bylaws and CHapCom's questions: http://meta.wikimedia.org/wiki/Talk:Wikimedia_Kenya/bylaws. Kindly respond. Abbas. _______________________________________________ WikimediaKE mailing list WikimediaKE(a)lists.wikimedia.org https://lists.wikimedia.org/mailman/listinfo/wikimediake

Oscar, Erm, I think this type of method has a disadvantage: for instance, 5 people vie for the Chairperson seat and maybe only 1 person vies for the Secretary post; definitely, the Secretary will get elected; since (s)he has no competitor, and maybe out of the 4 that lost the Chair's seat, one of them could have been a better Board member than the secretary who had won. What I'm trying to say is that i think it's better for voters to vote for their best top 5 candidates; and the Board members will later on delegate their respective positions themselves. By doing so, we will get the creme de la creme to be on the Board. Abbas.

Abbas, I think someone would vie for a post s/he thinks he can comfortably

serve.I mean I wouldnt say vie for a secretary if am not interestde.Let someone choose a position s/he thinks he is in a position to serve. Another drawback is that how would the 'creme de le creme' decide

amongst themselves who should be chair,vice ans staff?wouldn't this cause some cold blood and tension among themselves? On 7/13/11, Abbas Mahmood <abbasjnr(a)hotmail.com> wrote:

> > Oscar, > >> Date: Wed, 13 Jul 2011 19:37:57 +0300 >> From: oslimoke(a)gmail.com >> To: wikimediake(a)lists.wikimedia.org

>> Subject: Re: [Wikimedia Kenya] Bylaws: ChapCom's Comments > > >> About Electing the Board,members should be electing a position >> based.i.e electing X for the post of Chairperson and so forth....

> > Erm, I think this type of method has a disadvantage: for instance, 5 people > vie for the Chairperson seat and maybe only 1 person vies for the Secretary > post; definitely, the Secretary will get elected; since (s)he has no

> competitor, and maybe out of the 4 that lost the Chair's seat, one of them > could have been a better Board member than the secretary who had won. What > I'm trying to say is that i think it's better for voters to vote for their

> best top 5 candidates; and the Board members will later on delegate their > respective positions themselves. By doing so, we will get the creme de la > creme to be on the Board. > Abbas.

-- Limoke Oscar, mayenge.blogspot.com Freelancer, GeoInformatics and GIScience Student _______________________________________________

WikimediaKE mailing list WikimediaKE(a)lists.wikimedia.org https://lists.wikimedia.org/mailman/listinfo/wikimediake

Abbas, I think someone would vie for a post s/he thinks he can comfortably serve.I mean I wouldnt say vie for a secretary if am not interestde.Let someone choose a position s/he thinks he is in a position to serve. Another drawback is that how would the 'creme de le creme' decide amongst themselves who should be chair,vice ans staff?wouldn't this cause some cold blood and tension among themselves? On 7/13/11, Abbas Mahmood <abbasjnr(a)hotmail.com> wrote: people Secretary them What their -- Limoke Oscar, mayenge.blogspot.com Freelancer, GeoInformatics and GIScience Student _______________________________________________ WikimediaKE mailing list WikimediaKE(a)lists.wikimedia.org https://lists.wikimedia.org/mailman/listinfo/wikimediake

Yay, to Asaf! At least I got someone to back me up :) From: abartov(a)wikimedia.org Date: Wed, 13 Jul 2011 13:39:14 -0700 To: wikimediake(a)lists.wikimedia.org Subject: Re: [Wikimedia Kenya] Bylaws: ChapCom's Comments My two cents, just out of personal experience (definitely not a Foundation position!) -- I think Abbas's suggestion is more practical. Pick the group of people who would (collectively) provide the best leadership for WMKE, and let them figure out what division of labor within the board makes sense to them. My experience in NGOs (I have founded 2 and been a board member in 4) is that that is the best way to get good results. Cheers, Asaf On Wed, Jul 13, 2011 at 10:05 AM, Limoke Oscar <oslimoke(a)gmail.com> wrote: Abbas, I think someone would vie for a post s/he thinks he can comfortably serve.I mean I wouldnt say vie for a secretary if am not interestde.Let someone choose a position s/he thinks he is in a position to serve. Another drawback is that how would the 'creme de le creme' decide amongst themselves who should be chair,vice ans staff?wouldn't this cause some cold blood and tension among themselves? On 7/13/11, Abbas Mahmood <abbasjnr(a)hotmail.com> wrote: -- Limoke Oscar, mayenge.blogspot.com Freelancer, GeoInformatics and GIScience Student _______________________________________________ WikimediaKE mailing list WikimediaKE(a)lists.wikimedia.org https://lists.wikimedia.org/mailman/listinfo/wikimediake -- Asaf Bartov Wikimedia Foundation _______________________________________________ WikimediaKE mailing list WikimediaKE(a)lists.wikimedia.org https://lists.wikimedia.org/mailman/listinfo/wikimediake

what does two consecutive terms mean? Is it two terms in the same position (chair, treasurer etc) or two terms on the board?

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?

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.

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.

May I try to interpret what you are saying in actual figures? 10% of ~20 members = 2 members.30% of ~20 members = 6 members51% 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.

Here's what Stephen and I suggested: A minimum of one third of the members can call for a Special Resolution Meeting, with notice given to all members at least 7 days in advance. However, a majority of two thirds of the members' votes shall be required to remove a director, or the whole Board. Abbas.