Hi,
As yet we do not have any bylaws or even draft bylaws. I can think of a few regulations that will be of use - one for each membership category (e.g. members in category X can / can not vote, they have to provide an email address so that we can let them know the date of the AGM, they have to pay some amount of money every year... ), one to specify how we will report the accounts to the AGM (the accounts will be reported following the guidelines of X). The mechanism for making these bylaws is via a motion at a general meeting (where all members can vote) or a directors meeting. As these meetings cannot happen until we are Incorporated we cannot pre-judge the results of the meetings and promise certain bylaws.
We are forming a non-profit making company limited by guarantee in England and Wales. As we hope to be registered as a charity (not least because that gives us the chance to get the government to give us gift aid - the tax that was paid on the income that was donated to us) we can not specify that the foundation gets a fixed proportion of our income, or controls the company in the founding documents. So formally what we are forming is a completely independent organisation.
The link to the foundation is likely to arise after incorporation. The directors will meet and may well decide that it is in the best interests of the new company (i.e. wiki educational resources) to ally itself with the wikimedia foundation, we will then authorise a director to approach the foundation and negotiate a contract to use the logo and name. In return I expect the foundation will write terms into this contract to protect itself (it can end the contract at any time and the company must stop using the logo at that point), to further the foundations aims (the company will make donations to the foundation). This contract may also make the company a chapter of the foundation in some sense.
One thing I am not clear about is exactly what a chapter is. Is it just a group of people who edit wikipedia and who live in close(ish) proximity to each other, or is it a legal entity of some kind? What are the formal links between the foundation and the chapters? I guess the answers will vary from country to country.
I think all of the above is approximately correct!
Regards,
Andrew Walker
On 1/19/06, Anthere Anthere9@yahoo.com wrote:
Hello,
I have a stupid question...
Are you planning to have the bylaws visible by the WMF before creating the association ? If so, where can we see them ?
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
If a chapter, I think the Foundation should be not only informed on the bylawys, but should also approve them. If it is an independant association, likely not. But if so, we'll have to do a formal review to see whether you may use names or logos.
What is planned about that ? Just asking because I heard very little of it.
Ant
Also, if you haven't seen them already the Articles and Memorandum of Association - the legalese that will form the contitution of the compay - are available on meta http://meta.wikimedia.org/wiki/Wikimedia_UK/Articles_of_Association http://meta.wikimedia.org/wiki/Wikimedia_UK/Memorandum_of_Association
Chris
On Fri, 20 Jan 2006, Andrew Walker wrote:
Hi,
As yet we do not have any bylaws or even draft bylaws. I can think of a few regulations that will be of use - one for each membership category (e.g. members in category X can / can not vote, they have to provide an email address so that we can let them know the date of the AGM, they have to pay some amount of money every year... ), one to specify how we will report the accounts to the AGM (the accounts will be reported following the guidelines of X). The mechanism for making these bylaws is via a motion at a general meeting (where all members can vote) or a directors meeting. As these meetings cannot happen until we are Incorporated we cannot pre-judge the results of the meetings and promise certain bylaws.
We are forming a non-profit making company limited by guarantee in England and Wales. As we hope to be registered as a charity (not least because that gives us the chance to get the government to give us gift aid - the tax that was paid on the income that was donated to us) we can not specify that the foundation gets a fixed proportion of our income, or controls the company in the founding documents. So formally what we are forming is a completely independent organisation.
The link to the foundation is likely to arise after incorporation. The directors will meet and may well decide that it is in the best interests of the new company (i.e. wiki educational resources) to ally itself with the wikimedia foundation, we will then authorise a director to approach the foundation and negotiate a contract to use the logo and name. In return I expect the foundation will write terms into this contract to protect itself (it can end the contract at any time and the company must stop using the logo at that point), to further the foundations aims (the company will make donations to the foundation). This contract may also make the company a chapter of the foundation in some sense.
One thing I am not clear about is exactly what a chapter is. Is it just a group of people who edit wikipedia and who live in close(ish) proximity to each other, or is it a legal entity of some kind? What are the formal links between the foundation and the chapters? I guess the answers will vary from country to country.
I think all of the above is approximately correct!
Regards,
Andrew Walker
On 1/19/06, Anthere Anthere9@yahoo.com wrote:
Hello,
I have a stupid question...
Are you planning to have the bylaws visible by the WMF before creating the association ? If so, where can we see them ?
Actually... I will go further, is the association planning to be part of Wikimedia chapters or is it fully an independant association ?
If a chapter, I think the Foundation should be not only informed on the bylawys, but should also approve them. If it is an independant association, likely not. But if so, we'll have to do a formal review to see whether you may use names or logos.
What is planned about that ? Just asking because I heard very little of it.
Ant
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
On 1/20/06, Andrew Walker keggers@gmail.com wrote:
One thing I am not clear about is exactly what a chapter is. Is it just a group of people who edit wikipedia and who live in close(ish) proximity to each other, or is it a legal entity of some kind?
I think it can be either, but http://meta.wikimedia.org/wiki/Local_chapter_FAQ has more info on this.
What are the formal links between the foundation and the chapters?
One formal link is the licensing of the trademarks, so the Foundation can allow you to call yourselves Wikimedia UK. Other links would depend on the chapter.
Angela
On Saturday, January 21, 2006, at 02:49 am, Angela wrote:
On 1/20/06, Andrew Walker keggers@gmail.com wrote:
One thing I am not clear about is exactly what a chapter is. Is it just a group of people who edit wikipedia and who live in close(ish) proximity to each other, or is it a legal entity of some kind?
I think it can be either, but http://meta.wikimedia.org/wiki/Local_chapter_FAQ has more info on this.
This implies that the chapters are a fairly flexible structure for linking with Wikimedia Foundation. Have we been in touch with Delphine (chapter coordinator) about this?
If it is the Foundation's wish to have direct control of the UK chapter, then we would need to look at an alternative route. Though I'm not certain one is available. I'm not sure if a "Foreign Branch" (another form of company structure) can be registered with the Charity Commission as a charity, for example. I have a sneaky suspicion that we cannot just covenant (promise) all our income to the Foundation.
The nearest equivalent model that I know of is ActionAid, the development/anti-poverty charity. ActionAid UK (AAUK - www.actionaid.org.uk) is registered as a charity in the UK and based in the UK. It is a member of Actionaid International (AAI - www.actionaid.org), registered in the Netherlands, based in South Africa. AAUK undertakes its own charitable work (events, grants to organisations that furthers its mission etc), and also has "Committed giving" and "Other donations" to AAI (see the Trustees' report at http://www.actionaid.org.uk/100045/faqs.html ). As far as I can tell from reading the Trustees' reports of both organisations, "Committed giving" is a contracted programme of financial support provided by AAUK to AAI, in return for AAI delivering some specific projects that are in keeping with the aims of AAUK. "Other donations" are specific requests by AII for financial support from AAUK. AAUK is legally independent of AAI (though they share some directors and probably talk by email a lot). AAUK makes grants and runs programmes that are independent of AAl. Both AAi and AAUK have the same ethos.
So, how do I see this working with Wiki UK and Wikimedia Foundation? 1) the aims of UK and Foundation should be as closely aligned as possible. (I think we've achieved this.)
2) UK will enter into some grant contracts with the Foundation to deliver some specified work - eg the provision of 100,000 pages of an online encyclopaedia free of charge to persons in the UK, in English, for the calendar year 2007.
3) UK will consider requests for funding from organisations like the Foundation for financial support for activities that further UK's aims. This could include general financial support for the Foundation. But it could also fund other groups and other activities (eg it could make a grant to someone in Glasgow to run a "Wikis are great - contribute today" event. )
4) UK will undertake its own activities, which will be in line with the ethos of the Foundation, but will be independent (ie without a formal contract between the two). So for example, UK could undertake, provide grants to or commission: a) events or teacher resources in the UK demonstrating/promoting the use and development of online free resources (such as, say, Wikipedia and WikiBooks) b) the digitising of public domain content such as books, images etc to enable wider public access to them via electronic dissemination (such as, say, WikiBooks); c) the translation of existing public domain resources (such as, say, bits of Wikipedia) into other languages that would be of benefit to the UK public (eg Urdu).
I think that would be how it would work in practice, and it would work well.
Best wishes
Scott
___________________________________________________________ Yahoo! Messenger - NEW crystal clear PC to PC calling worldwide with voicemail http://uk.messenger.yahoo.com
On 1/21/06, Scott Keir scottkeir@yahoo.co.uk wrote:
This implies that the chapters are a fairly flexible structure for linking with Wikimedia Foundation. Have we been in touch with Delphine (chapter coordinator) about this?
Yes. Delphine reads the list. :-) I must say that this discussion about being a chapter/not being a chapter kind of throws me at this point.
It has always been very clear to me that Wikimedia UK, whatever its legalese name is, and legal structure, for that matter, was, indeed, a chapter.
Let me get back to your other points later.
Delphine
-- ~notafish
On 1/21/06, Scott Keir scottkeir@yahoo.co.uk wrote:
OK, sorry for answering all of this in the wrong order.
This implies that the chapters are a fairly flexible structure for linking with Wikimedia Foundation.
Yes, indeed.
If it is the Foundation's wish to have direct control of the UK chapter, then we would need to look at an alternative route. Though I'm not certain one is available. I'm not sure if a "Foreign Branch" (another form of company structure) can be registered with the Charity Commission as a charity, for example. I have a sneaky suspicion that we cannot just covenant (promise) all our income to the Foundation.
As I said in an earlier post, no, Foundation direct control is not the goal, should never be the goal. And the money issue can be, as I also said, addressed on a case basis.
The nearest equivalent model that I know of is ActionAid, the development/anti-poverty charity. ActionAid UK (AAUK -
[snip]
AAUK is legally independent of AAI (though they share some directors and probably talk by email a lot). AAUK makes grants and runs programmes that are independent of AAl. Both AAi and AAUK have the same ethos.
And this is exactly what we are aiming for.
So, how do I see this working with Wiki UK and Wikimedia Foundation?
- the aims of UK and Foundation should be as closely aligned as
possible. (I think we've achieved this.)
Yes.
- UK will enter into some grant contracts with the Foundation to
deliver some specified work - eg the provision of 100,000 pages of an online encyclopaedia free of charge to persons in the UK, in English, for the calendar year 2007.
Hmm, not sure what you mean here. Could you explain further?
- UK will consider requests for funding from organisations like the
Foundation for financial support for activities that further UK's aims. This could include general financial support for the Foundation. But it could also fund other groups and other activities (eg it could make a grant to someone in Glasgow to run a "Wikis are great - contribute today" event. )
Yep. Exactly.
- UK will undertake its own activities, which will be in line with the
ethos of the Foundation, but will be independent (ie without a formal contract between the two). So for example, UK could undertake, provide grants to or commission: a) events or teacher resources in the UK demonstrating/promoting the use and development of online free resources (such as, say, Wikipedia and WikiBooks) b) the digitising of public domain content such as books, images etc to enable wider public access to them via electronic dissemination (such as, say, WikiBooks); c) the translation of existing public domain resources (such as, say, bits of Wikipedia) into other languages that would be of benefit to the UK public (eg Urdu).
a) yes, b)yes and c)Yes.
I think you have it pinned down.
Delphine -- ~notafish
At 13:49 +1100 21/1/06, Angela wrote:
On 1/20/06, Andrew Walker keggers@gmail.com wrote:
One thing I am not clear about is exactly what a chapter is. Is it just a group of people who edit wikipedia and who live in close(ish) proximity to each other, or is it a legal entity of some kind?
I think it can be either, but http://meta.wikimedia.org/wiki/Local_chapter_FAQ has more info on this.
What are the formal links between the foundation and the chapters?
One formal link is the licensing of the trademarks, so the Foundation can allow you to call yourselves Wikimedia UK. Other links would depend on the chapter.
Angela
Looking at:
http://meta.wikimedia.org/wiki/Local_chapter_FAQ
We find
***
What legal form should a local chapter have?
In country where the status is applicable, the local chapter should have a non-profit status. It should follow the local legislation for such organisations. Existing chapters (as of January 2006) are member organisations, allowing interested individuals to join the chapter as voting members, but the final legal form should be chosen in the view of best fulfilling the goals of Wikimedia.
What bylaws should a chapter have?
While you can inspire yourself from existing bylaws of other chapters, it is not advised to try and adapt those to your local laws, but rather do the opposite. The best way to think about the bylaws of a chapter is to start with looking at standard bylaws for a non-profit in your country and adapt those to the goals of a Wikimedia Organisation. Chapter bylaws should at all times comply with the law of the country they are based in.
***
We aim to start up a body that will be a charity within a few months. But the model structures for UK (England and Wales) are a long way away from "existing bylaws of existing chapters".
Our proposed bylaws are the MoA (Memorandum_of_Association ) and AoA (Articles_of_Association) are here:
http://meta.wikimedia.org/wiki/Wikimedia_UK/Memorandum_of_Association
http://meta.wikimedia.org/wiki/Wikimedia_UK/Articles_of_Association
We have had several meetings to try to get an agreement so that we can sign documents. Theses documents have been kept close the standard model from the Charities Commission (UK). The objects (objectives) are place to make clear what the charity actually aims to do. Keep the model set by the Charities Commission speeds up the process on incorporation. Diane Cabell has been providing legal advice, free of charge.
Her website is http://www.mama-tech.com/
Looking at
http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings listed as follows:
* 9th October 2005: London * 16th October 2005: IRC * 13th November 2005: IRC * 27th November 2005: London * 15th January 2006: London
Note also that Wikimédia France
http://meta.wikimedia.org/wiki/Wikim%C3%A9dia_France_%28statuts%29
uses the trademark "WIKIMEDIA" in their bylaws, which we have avoided!
http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings listed as follows:
* 9th October 2005: London * 16th October 2005: IRC * 13th November 2005: IRC * 27th November 2005: London * 15th January 2006: London
And Jimbo was present at the 27th November meeting.
http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
:-)
Gordo
Gordon Joly wrote:
http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings listed as follows:
* 9th October 2005: London * 16th October 2005: IRC * 13th November 2005: IRC * 27th November 2005: London * 15th January 2006: LondonAnd Jimbo was present at the 27th November meeting.
http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
:-)
Gordon
Well, if Jimbo is the Foundation, there is no problem then ?
Maybe I need to be a little bit more clearer. Right now, we are trying to coordinate actions done by the various chapters. This implies a bunch of things, including communication on what we do and where we have problems. *We* being at the same time the Foundation AND chapters. This is also why we have a local chapter coordinator in charge of facilitation communication between chapters and between chapters and foundation. Would it be possible that that channel of communication be also used ?
Otherwise, good luck on the creation. Yes, all bylaws are different... we are learning :-)
ant
ant
On 1/23/06, Anthere Anthere9@yahoo.com wrote:
Gordon Joly wrote:
http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings listed as follows:
* 9th October 2005: London * 16th October 2005: IRC * 13th November 2005: IRC * 27th November 2005: London * 15th January 2006: LondonAnd Jimbo was present at the 27th November meeting.
http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
:-)
Gordon
Well, if Jimbo is the Foundation, there is no problem then ?
Maybe I need to be a little bit more clearer. Right now, we are trying to coordinate actions done by the various chapters. This implies a bunch of things, including communication on what we do and where we have problems. *We* being at the same time the Foundation AND chapters. This is also why we have a local chapter coordinator in charge of facilitation communication between chapters and between chapters and foundation. Would it be possible that that channel of communication be also used ?
Otherwise, good luck on the creation. Yes, all bylaws are different... we are learning :-)
ant
ant
Yes, channels of communication seemed to be slightly more open before we stuck our collective heads into the practical issues of UK law, since when it's all been taking place on this mailing list and in face to face meetings. I'm sorry if you feel out of the loop, Anthere, that's certainly not my intention anyway. I also agree that the foundation is bigger than Jimbo, I suppose Gordon was just trying to indicate that we've had *some* input from *a* foundation point of view (but which you obviously also knew about). However, Delphine's back in the conversation now (hooray!) and I'll now address her bafflement briefly.
Cheers
Cormac
At 11:11 +0100 23/1/06, Anthere wrote:
Gordon Joly wrote:
http://meta.wikimedia.org/wiki/Wikimedia_UK we find past meetings listed as follows:
* 9th October 2005: London * 16th October 2005: IRC * 13th November 2005: IRC * 27th November 2005: London * 15th January 2006: LondonAnd Jimbo was present at the 27th November meeting.
http://meta.wikimedia.org/wiki/Image:The_Royal_Oak_bootstrap_meet.jpg
:-)
Gordon
Well, if Jimbo is the Foundation, there is no problem then ?
Maybe I need to be a little bit more clearer. Right now, we are trying to coordinate actions done by the various chapters. This implies a bunch of things, including communication on what we do and where we have problems. *We* being at the same time the Foundation AND chapters. This is also why we have a local chapter coordinator in charge of facilitation communication between chapters and between chapters and foundation. Would it be possible that that channel of communication be also used ?
Otherwise, good luck on the creation. Yes, all bylaws are different... we are learning :-)
ant
I have raised the issued on communication in the past.
So, could expand? What exactly is the "channel of communication"?
Personally, I prefer email to this list, namely wikimediauk-l@wikimedia.org as the primary channel of Wikimedia UK, and the use of Meta as secondary (e.g. establishing the correct and current versions of the documents needed to incorporate, our "roadmap" and so on).
Jimbo was at the 27th November meeting, but we have moved considerably since then, both from his comments and our own work.
The UK is (probably) the most legislated country on the planet. Libel laws, company law, charity law have to be considered in some detail.
To quote from "Brazil" (1985):
++--++--++--++--++--++-- Harry Tuttle: Bloody paperwork. Huh!
Sam Lowry: I suppose one has to expect a certain amount.
Harry Tuttle: Why? I came into this game for the action, the excitement. Go anywhere, travel light, get in, get out, wherever there's trouble, a man alone. Now they got the whole country sectioned off, you can't make a move without a form. --++--++--++--++--++--++
wikimediauk-l@lists.wikimedia.org