Talk:Chapters Council/Draft charter of the Wikimedia Chapters Association

Some points to be discussed about

Names

Making this it's own section, as it's a relatively cosmetic part of the discussion.

Overall body

"Association" can have several different meanings, as many expressions do. Alternatives might be "Union" or "Federation". Ziko (talk) 00:42, 7 March 2012 (UTC)

"Association" is the normal term in English (or, at least, British English) for membership organisations where the members combine to achieve specific objectives or represent their shared interests. See for example the ACEVO, the AoC, the ACCA, the BASW and others.

"Union" generally has political / labour connotations with relation to w:Trades union which I think is inappropriate. "Federation" is very odd-sounding term to my ears, and I would recommend avoiding.

Possible alternative names are "Forum" (e.g. "Forum of Wikimedia Chapters"), "Society" (e.g. "Society of Wikimedia Chapters") or (slightly archaically) "College" (e.g. "College of Wikimedia Chapters"). But personally, I think "Association of Wikimedia Chapters" is the best one.

James F. (talk) 16:24, 10 March 2012 (UTC)

Thanks; it seems to me that most people prefer "Association", yes. One said that Federation sounds to him like Stark Trek... :-) Ziko (talk) 21:40, 10 March 2012 (UTC)

The word we've been using in discussions so far has been "Council". I think that works quite well. "Association" works too, though. --Tango (talk) 22:30, 10 March 2012 (UTC)

I think Movement is better for local communist, ;), but ok, we use Association for the legal stuff that help us, but we not call the chapter as Association. Rodrigo Tetsuo Argenton ^m 23:01, 10 March 2012 (UTC)

I think "Association of Wikimedia Chapters" is the most appropriate name of the organization, because it is politically neutral and encompasses our principles of associating towards common goals. --Jewbask (talk) 00:46, 11 March 2012 (UTC)

I'm agree with the termn "Association". If you want another option perhaps "Congress" or "Parliament" can be useful. But is true that words with political shades should be excluded. Salvador alc (talk) 05:44, 11 March 2012 (UTC)

I check the NGO bodies located in geneva, and most of the time the name is "international federation of....". But I'm not so in favor of this one because federation imply to much power to the entity in comparison to the components. Association could be good, but it has a specific meaning for US, and uite different for the others. another altenative could be "The Wikimedia Chapters Network"! With the advanatge that it is clear that all the component are equal.Chandres (talk) 07:38, 11 March 2012 (UTC)

Forum or Congress are my preferred options, in that they indicate that the member organisations are distinct (not tightly coupled). Council and Association give too much of a top-down feel, but they arnt unacceptable. John Vandenberg (talk) 06:37, 11 March 2012 (UTC)

I would go with "Council", unless there is a very compelling reason to abandon it that I have missed. If people are confused, the Council in the current draft could be renamed "Parliamentary Assembly", but in any case, I would prefer we kept the original name of Chapters Council for the actual organisation that we set up. --Bence (talk) 20:59, 11 March 2012 (UTC)

I do agree. Council would be understood and have little "legal" interpretation I guess (association means different things in many countries Schiste (talk) 10:41, 12 March 2012 (UTC)

I am also fine with Association although personally I had preferred Federation. It is more clear, I believe, to give the assembly the name "council" and have a different name for the overall body. Otherwise it would be confusing what exactly means "council". Ziko (talk) 14:33, 12 March 2012 (UTC)

I suggest the name "Wikimedia Chapters Shule". That is in fact not a word (not a one I know at least) which carry no side meaning. I would also go with council and association (in this order) if this isn't accepted. Tomer A. 19:30, 14 March 2012 (UTC)

Actually, just "Wikimedia Association" would be more than enough. "Shule" sounds good, maybe a title for a staff member for fostering small chapters... Ziko (talk) 14:24, 16 March 2012 (UTC)

I would still go with "Wikimedia Council" as Council has the best explanatory power out of the other alternatives ([http://www.merriam-webster.com/dictionary/council While it has many meanings, most of it translate to aspects of this body and secretariat we are trying to set up. It is a word used from the 12th century, and probably even before that in other languages, meaning it will have ready translations and connotations in everyone upon first reading, and those will be not too far away from the truth. The other alternatives would describe the type of body we are setting up, but would not have any additional explanatory power about the purpose of the ogranisation and might have connotations that are far from the truth.). For clarity, it might be needed to rename the Section B Council to General Assembly. --Bence (talk) 15:45, 16 March 2012 (UTC)

Agreed with Bence. Council suggests representation and a deliberative body, and is a Native American term (e.g. the [Šakówiŋ|Council of Seven Fires], [of Three Fires]) for people coming together around a campfire to make decisions. In fact, I see that the Digital Council Fires was the name of the conference that looked at a [for indigenous peoples].Djembayz (talk) 23:03, 28 March 2012 (UTC)

Executive Board of the body

Possible options:

"US corporate" model

Lead "President" with a second as "Vice-President"; other members being "Assistant Vice Presidents" or "Deputy Presidents" — Standard title for US-style companies, and suggests a commercial view. Outside the US, "President" usually means a non-executive position and is confusing in this world. Uncommon in the US (where "Executive Director" is more often used - e.g. for WMF).

"Governmental" model

Lead "Director-General"; other members being "Directors" — Standard title for government agencies and NGOs, and suggests a position of strength. Uncommon in the US (where "Executive Director" is more often used - e.g. for WMF).

"Multi-lateral" model

Lead "Secretary-General", other members "Secretary" — Standard title for heads of large multi-lateral bodies of negotiation, and implies being the "first servant" of the wider body. However, unusual and may be a little confusing.

I prefer either DG or SG. But then, I'm British, and we do love our precise titles. ;-) James F. (talk) 16:35, 10 March 2012 (UTC)

Volunteer, we do not differentiate people by post. Rodrigo Tetsuo Argenton ^m 23:01, 10 March 2012 (UTC)

Yes, we do differentiate people. Different people have different roles within our movement and trying to deny that by refusing to give people job titles is not going to help anyone. Anyway, we're talking about a paid position, not a volunteer. --Tango (talk) 00:14, 11 March 2012 (UTC)

Volunteering for this position won't be possible because it is actually a full-time job with many responsibilities. --Jewbask (talk) 00:38, 11 March 2012 (UTC)

I also prefer SG, as in many multi-lateral organizations -second option DG- --Jewbask (talk) 00:38, 11 March 2012 (UTC)

For our goals, the title defines a role and not a difference regarding to the rest. I think the model with SG is better exactly for our Multi-national origins. Salvador alc (talk) 06:02, 11 March 2012 (UTC)

I prefer that we avoid titles including Director or President, so of the above I prefer SG. I think 'Chair' is good enough (e.g. w:Inuit Circumpolar Council) John Vandenberg (talk) 06:33, 11 March 2012 (UTC)

The Chair is a different role entirely. The Chair presides over meetings of the representatives and, in my draft, is a representative themselves. The Secretary-General is a member of staff in charge of the other staff who, together, implement the decisions of the representatives. --Tango (talk) 13:11, 11 March 2012 (UTC)

So in the meantime, from all the responses I got here and by mail, it is pretty obvious that "Secretary-General" is preferred (maybe not with an absolute majority, but certainly with a simple majority). I'll change that. Ziko (talk) 09:54, 11 March 2012 (UTC)

I'd prefer the Secretary-General model, although there is no need to call the other members secretaries, they could still be called simply members. --Bence (talk) 21:00, 11 March 2012 (UTC)

+1 to what Bence says, many chapters also have a "Secretary" on their board and it would be slightly confusing if that Secretary and these Secretaries were different people! Craig Franklin (talk) 05:05, 12 March 2012 (UTC).

Isn't it possible to have a president and a DG/SG ? The two roles are quiet different. In France, some companies have a President - CEO. He is, at the same time chair of the board and CEO. So do we mean someone having both role ? If so, President Director-General (I love bringing this kind of french stuff), could be a nice way to go :) Schiste (talk) 10:41, 12 March 2012 (UTC)

The plan, I believe, is to have a Chair, who is a volunteer representative, and a Secretary-General (or whatever we end up calling them), who is a member of staff. We could rename the Chair as President if we wanted to, but I think Chair is better (President suggests more power than they will actually have - it's really a procedural role, albeit a very important one). --Tango (talk) 17:25, 12 March 2012 (UTC)

I agree with all of the above. We strongly prefer SG over anything else (Taken from the UN model). From what I understand we plan to have such a SG as the head of the staff and the chairman (or the president which I don't like) as the "head" of the council itself (responsible for opening the meetings, counting the votes and break ties). The staff underneath the SD can be called officers (or executives which I like less). Tomer A. 19:38, 14 March 2012 (UTC)

I am now wondering... "Secretary General" can be also simply "Secretary"? Ziko (talk) 13:34, 16 March 2012 (UTC)

+1 to Tomer. I believe, simple "Secretary" is very different from "Secretary General", which describes a chief administrative officer and in some cases diplomat whose duty is to keep the organisation running and its members (often with competing interests) happy. Other members of the secretariat could simply be referred to as "Staff of the Secretariat" and have job titles as appropriate (e.g. Chief Financial Officer, Chapter Development Trainer, etc.). --Bence (talk) 15:49, 16 March 2012 (UTC)

Formal existence

See also #Applicable law etc.

What will have to be said about the formal existence of the Association, e.g. the legal seat? When and how will be know in which country we want it to be registered? Ziko (talk) 00:44, 7 March 2012 (UTC)

Well, Switzerland would be traditional (:-)), but it doesn't really matter as long as (a) it's legal to do what we want there, and (b) it's relatively easy and not hugely expensive to do it.

James F. (talk) 16:38, 10 March 2012 (UTC)

Switzerland, Belgium (but there isn't a chapter established there) or maybe Canada. But it should be definitely based in an offcially multi-lingual country, with a long-standing tradition of hosting international entities. --Jewbask (talk) 00:42, 11 March 2012 (UTC)

That's just something to lose energy, Wikimedia Brasil does many activities without the need for a legal framework. Will be a place for us to raise money and only. All activities are volunteers who will do in a wiki system. Rodrigo Tetsuo Argenton ^m 23:01, 10 March 2012 (UTC)

Losing energy? This is very important; we are setting up an organization that will deal with the WMF and many big organizations and coordinating inter-chapter activities, so it should be formally constituted. --Jewbask (talk) 00:42, 11 March 2012 (UTC)

So there will be a draft charter for Berlin, and after that it will be finalized for a formal existence (seat etc.). One cannot put that in before the real life conditions will be clear. Ziko (talk) 14:34, 12 March 2012 (UTC)

Council meetings

Do we need detailed provisions for the meetings, for example minimum numbers of Representatives to make a proposal. Or can we leave this to Rules of Procedure that the Council itself will agree on. Ziko (talk) 00:48, 7 March 2012 (UTC)

Leave it to Rules of Procedure, unless you want to set specific minima. That is generally not necessary. --Palnatoke (talk) 22:58, 10 March 2012 (UTC)

I've moved this kind of thing out of my draft charter and into a separate standing orders (which can just be voted on by the council once it is set up). I think that is the best way to do it. --Tango (talk) 00:25, 11 March 2012 (UTC)

The quorum for all votings should be half plus one (or two) of all representatives to ensure a more accurate majority of representatives is committed to the decision taken, for accountability and democracy reasons. Don't you guys think? --Jewbask (talk) 00:54, 11 March 2012 (UTC)

I expect most decisions will be made on a wiki, rather than at in-person meetings. Do you think there should be a quorum for those votes or just a minimum time they have to be open for? The few in-person meetings will hopefully have almost everyone present, but we probably shouldn't set the quorum too high just in case some people can't make it - we wouldn't want to have to cancel the meeting. Half plus one works for me, although there should probably be a higher quorum for meetings discussing things that require a supermajority to pass. --Tango (talk) 01:56, 11 March 2012 (UTC)

Out of experience: it makes sense to leave this kind of procedural regulations out of the charter and just declare that the council will create standing orders. So they can be easily changed when those who are affected think it necessary to manage their work. Deadlines and voting regulations should be placed there (and half plus one looks fine, but what happens if only a third of all representatives give their vote in a timeframe?). --lyzzy (talk) 19:24, 11 March 2012 (UTC)

This last thing is what I am afraid of the most, Lyzzy: The council chair asks the representatives to answer about a proposal, and there will be few response. Ziko (talk) 19:43, 11 March 2012 (UTC)

Good to know ;-) Take it as an example and let ist be regulated by the council itself. --lyzzy (talk) 20:50, 11 March 2012 (UTC)

I agree, this stuff can go in the standing orders. There are several options, but let's not going into details now. --Tango (talk) 20:51, 11 March 2012 (UTC)

I also agree that we should leave this out of the charter. I have ideas how we can avoid law response and other technical details. I will suggest them when the council reach this point of time. Tomer A. 19:45, 14 March 2012 (UTC)

terms for the Executive Board

are three years is not too long for the start of the chapter? even when we selected people to the WMF board they are for a 2 years term. I think on tis first stages of the council we don't want to make such a long decisions --Itzike (talk) 18:30, 9 March 2012 (UTC)

You mean, like adding a section with some special rules for the first period? Ziko (talk) 23:41, 9 March 2012 (UTC)

I think 2 years is more than enough time. --Jewbask (talk) 00:44, 11 March 2012 (UTC)

I think the staff should be treated the same way as any other staff - they are hired and as long as they are doing it well they keep it. It's wrong to compare them to the people selected for the WMF board. They should be compared with people like Sue Gardner (WMF), Pavel Richter (WMDE) and Jon Davies (WMUK). As far as I know, none of them are on fixed-term contracts (although Pavel might be - I know his position is rather strange, at least to someone like me that isn't used to German corporate structure). In the UK, we only use fixed-term contracts for jobs that will only exist for a limited period, not as a way to get replace someone after a certain amount of time (that would constitute unfair dismissal and you get in lots of trouble). --Tango (talk) 02:16, 11 March 2012 (UTC)

Pavel is on a fixed contract of 5 years, because his position has changed from being Executive director to being "Board" (as in, executive board), which indeed, is a common thing for a German structure. I think 3 years is a minimum, per what Thomas says, they are staff, and not "board", and as such need a bit of security. I like the idea of a fixed-term contract though, it gives "milestones" which allow, especially in a fast-paced growing/changing structure, to revisit the motivation, efficiency and results and change the course more easily than on a no-defined term contract. notafish }<';> 18:09, 11 March 2012 (UTC)

Thank you for that information. Under UK employment law (is it different in, say, Switzerland?), having fixed-term contracts doesn't make it any easier to replace someone. It just makes it easier to get rid of the job entirely (and even then, it only avoids having to pay statutory redundancy pay). Are we likely to want to get rid of the position of Secretary-General entirely? --Tango (talk) 18:38, 11 March 2012 (UTC)

If the "Executive Board" are to be staff acting at the direction of the "Council", then I suggest removing information on the terms of their employment altogether from the charter. How long staff are employed for and under what conditions should be an operational matter for the Council to decide upon. Craig Franklin (talk) 05:08, 12 March 2012 (UTC).

@Thomas: I don't think about it as meaning we want to get rid of someone or of the position, I do think about it being as "we're forced to revisit the position, its attributions, and who holds it" every once in a while. I find that healthy in such a body. This said I'm a bit with Craig here in that this probably might not need to be cleared in the charter... notafish }<';> 09:06, 12 March 2012 (UTC)

Isn't that what an annual performance review is for? I don't think we need to specify in the charter that staff should have annual performance reviews - everyone knows that that needs to happen. --Tango (talk) 12:02, 12 March 2012 (UTC)

Pavel has a contract of 4 years, btw. —DerHexer (Talk) 18:15, 21 March 2012 (UTC)

Just for clarification: the Executive Board members, specifically the President/Vice President in Model B, are staff in the sense that they're paid to do the job. They are in leadership positions, however, with clear duties and personal responsibility for the success or failure of the whole organization. If you want a comparison, there's a difference between Jon Davies/Sue Gardner/Pavel Richter and the other employees in their respective organization. A similar difference is intended here. sebmol ^? 15:50, 12 March 2012 (UTC)

There is a difference, but only one of degree. Any member of staff has clear duties and a personal responsibility for the success or failure of whatever it is they are responsible for. It's just that an ED/CE/SG/whatever is responsible for the entire organisation. --Tango (talk) 17:27, 12 March 2012 (UTC)

This is highly cultural sensative. Until I read Sebastian's e-mail to the treasurer list I never thought a paid position with a fixed term exist. Much like in the UK this is very uncommon in Israel. Now, this doesn't mean I oppose that. While I do think we should define a perfect body that provide for our needs I also think reality might have something to say with regards to this type of things. This decision should be held until we decide where do we want to incorporate. If we'll decide for UK or Israel (yea, right...) we should not look for a fixed length contract. However, we will do that if we'll decide to incorporate in Germany. Tomer A. 19:55, 14 March 2012 (UTC)

Just to clarify: is it unusual in Israel for non-profits to have a CEO with a fixed term? Or is it unusual for for-profits as well? I know in the US, for example, the CEO of a company usually has a fixed term contract with renewal decided usually a year before the term is up. sebmol ^? 14:08, 15 March 2012 (UTC)

AFAIK it is unusual for all organizations to have fixed terms. The contract itself has an expiry date but the contract usually renews automatically and the discussions about compensation is done regardless of that. It has become common in the last few years, mostly in high-tech companies to set the dates where one discuss its salary in the contract but even then it is not always followed. Tomer A. 15:29, 15 March 2012 (UTC)

For such a position (not simply staff, but a "political" position) it is very normal to have terms. This is an improvement of their position within the organization. Ziko (talk) 17:05, 15 March 2012 (UTC)

Setting term limits for the SG, even if he is in practice reelected a number of times is useful I think. On the one hand, if chapters are unhappy with the direction of the organisation or simply think that someone else could do the job better they have a convenient point in time to change the situation. If they are happy with the SG, then reelecting him will confirm to the SG that he is valued and on the right track. While in practice the Council will have to follow local employment laws, in theory we should plan for a situation where we might change the SG and this change might just be for petty political benefits. --Bence (talk) 15:58, 16 March 2012 (UTC)

Applicable law etc.

See also #Formal existence

Which national law will be applicable to the chapters' council? Where will it be seated? What kind of association will it be? The fundamental questions regarding corporate law should be addressed, too. I beg your pardon in case I have missed these in the vast amount of text.--Aschmidt (talk) 23:19, 10 March 2012 (UTC)

There has been a little discussion about this. The answer we keep coming back to is Switzerland, but only really because that's where organisations like the International Red Cross are based (and they are there for historical reasons). If anyone has any practical pros and cons to any particular country, it would be good to hear them. I think the intention is for the council to be registered as a legal entity with its own legal personality in whatever country we decide (I think that makes hiring staff a lot easier, for one thing). --Tango (talk) 00:17, 11 March 2012 (UTC)

You need legal advice from a lawyer who is specialised in the corporate as well as the tax law of all the countries that you can reasonably choose from... --Aschmidt (talk) 01:09, 11 March 2012 (UTC)

I don't know if we'll be able to get legal advice on lots of countries at a reasonable cost. We will certainly need to get legal advice on our final choice before we actually try and found the company. --Tango (talk) 01:58, 11 March 2012 (UTC)

Dear Aschmidt, I would like to have you in the team when the chapters are going to decide where the WCA will have its seat. There are certainly a lot of factors to consider. Switzerland, as far as I know from various websites, has very high costs of living and housing, and in spite of the European Economic Area, moving to CH is still less easy than to an EU member state. (Otherwise I would be very fond of CH.) The important factors might be:

• A country with political and economical stability.
• A country with a favorable legal framework for NGO's.
• A city with acceptable costs of living and housing.
• A city with good access to intercontinental transport.
• A city with a certain international flair (e.g. because of the presence of several international entities).

I have been playing a little bit with this site, I don't know whether it is reliable. But it is obvious that from all cities one may have in mind (Geneva, The Hague, Singapore, San Francisco, London, Paris, Brussels), Berlin is the "cheapest" major city and applies to the factors above. Although, personally I would prefer Cologne for which the above is true, also. Ziko (talk) 10:23, 11 March 2012 (UTC)

We don't necessarily need to have the physical office in the same country as the council is registered. In fact, we don't necessarily need a physical office at all. The roles I see the council staff as having are roles that can probably be done remotely. They can borrow chapters' offices if they need to get together somewhere (they will probably spend a lot of time visiting chapters' offices anyway). --Tango (talk) 13:09, 11 March 2012 (UTC)

Ziko, thank you for inviting me. I would be glad to participate in the founding process of the Council, and I second your considerations about its seat. In order both to keep costs low and to make use of already existing structures we should think about docking to a chapter's infrastructure, be it with WMDE in Berlin, or indeed with any other local chapter.

I don't think it would be wise to open just a kind of "postbox office" anywhere. There should be someone present in the place where the Council is registered. It cannot be run from a home office only...

However, as far as the legal advice I mentioned in yesterday's post above is concerned, I'm afraid that I cannot provide this as I did not specialise in corporate, or tax law. So, we probably have to hire consultants for counsel.--Aschmidt (talk) 13:31, 11 March 2012 (UTC)

What can't it be run from a home office? The staff will probably spend a lot of their time travelling anyway, so why waste money on an office? --Tango (talk) 13:44, 11 March 2012 (UTC)

Not an office of its own, but rather an office as part of a chapter's office, of course, as I said above. I for one have some experience with running an office from my home, so I would not like to repeat that, or indeed urge anyone to repeat the faults we committed, then. You cannot reside "on the internet" only. There is a real life, as well. :) --Aschmidt (talk) 15:26, 11 March 2012 (UTC)

They would meet people a lot in real life, but they would do so by travelling. I really can't see a need for an office. They will be a small staff that would be travelling so much that there probably wouldn't be more than one person there most of the time anyway. If there is only one person there, they might as well be at home. --Tango (talk) 15:38, 11 March 2012 (UTC)

Just a home office? I don't know. And it is also desirable that the actual seat and the legal seat are in the same country, in case of law processes. Doing that abroad is always more complicated.Ziko (talk) 14:26, 16 March 2012 (UTC)

I imagine it would need an office – even if many of its staff would be travelling, the accountant would need to stay in one place and might not want her colleagues to visit her at home every time they are in town. (Or even the boss might not have a residence that is of sufficiently high standards to act as the default meeting place of all the staff.)

Anyhow, it is a good idea to include in the charter that Chapters will provide the WCA (or whatever it will be called) all reasonable assistance and use of the chapter's resources (which in practice might include not hindering the work of the association, and allowing the use of the chapters' facilities, like office, printer, etc.). --Bence (talk) 16:29, 16 March 2012 (UTC)

I also think that the WCA should have a physical office, even if it is in the offices of an other chapter. As Ziko said; I agree that it would be best if actual and legal seat is in the same country. I also agree with Bence on the above; we should add it to the charter that local chapters must provide the WCA with resources should they require it. LouriePieterse 17:33, 18 March 2012 (UTC)

• I suppose this is on hold because it's not been decided yet where to place the association, but an article which says where the legal seat is, and that further administrative seats may be established, is really needed AFAIK, if the registration of this association should have any legal value. --Nemo 14:37, 24 March 2012 (UTC)

Why all this hierarchy?

• What is the reason for establishing a regulatory hierarchy with power to coerce chapter's behavior?
• This is no longer about catalyzing chapters, and no longer about peer-oversight. I'm worried that each country has its own characteristics, and although the general idea is to promote standards and collaboration, I find it hard to believe that such a hierarchically designed coercive structure will not end up promoting one sided views of the movement.
• To give a crude example, not many chapters have activities in slums, as we must in Brazil, and if this hierarchy does not recognize that as much as working with universities, will we not receive support from the rest of the Movement?
• Also, we have no representatives in Brazil, we have volunteers with equal power, so I worry that this proposal only creates more barriers to our participation and that of similar groups, as some more vocal chapters refuse to accept us, reinforcing our worries that, organized as such, this proposal will end up becoming more of a power structure than a collaborative one.

Sorry if my questions have obvious answers, but since chapter discussion happens mostly indoors, where Wikimedia Brasil does not have access, we don't always know what has been discussed. Rodrigo Tetsuo Argenton ^m 23:35, 10 March 2012 (UTC)

My understanding is that Wikimedia Brasil is working towards becoming a legally founded, formally recognised entity with a board, like other chapters. Once that is complete, you will be able to fully participate in the council. You can participate in the discussion about the council, as you are doing, even without that. That is why these discussions are taking place on a public wiki. This new attempt at forming a council was started at an in-person meeting in Paris and there have been a few discussions on internal-l, but everything should be discussed here from now until the chapters meet in Berlin to make the final decisions. Will Brazil be represented in Berlin? --Tango (talk) 00:22, 11 March 2012 (UTC)

I'm rephrasing rodrigo's question with his permission, since some points did not seem to get through because of translation. I think Tango's reply gives important context and addresses some issues, but there are points in this more understandable rephrasing, now (still) above, which are not addressed. Thanks, --Solstag (talk) 00:34, 11 March 2012 (UTC)

Tango, answering your question, yes, there will be two Brazilian volunteers in Berlin. It's on the chapters meeting page. --Tom (talk) 00:39, 11 March 2012 (UTC)

Hi, Tango. You said "until the chapters meet in Berlin to make the final decisions". How will this "final decision" take place? Does it need to be a final decision now? Thanks, --Tom (talk) 00:44, 11 March 2012 (UTC)

I think the hope is that the delegates in Berlin will be able to finalise the details of the charter and other matters of how the council will work. They will then go back home and explain it to their boards, who will decide whether to join the council or not. Once enough chapters have decided to join, it will be started. --Tango (talk) 02:03, 11 March 2012 (UTC)

The Brazilian legal association will not have any power and will not manage any activity. It will be something just for support as a last resort. Directors positions will be s fantasy, just to exist legally, but they will not take any decision will only accept and sign for the community and will have a voice like any other volunteer. Do you know of such a system? (Note, Wikmedia Brasil will not be represented, but Wikimedia Brasil volunteers will attend the event.)Rodrigo Tetsuo Argenton ^m 00:46, 11 March 2012 (UTC)

I also think it's interesting to add to this discussion the following text:

• On the choice of a distributed chapter model (February 2010)

An old answer made by Wikimedia Brasil for questions of the chapters commettee that the Brazilian community didn't have any feedback I know of. --Tom (talk) 00:53, 11 March 2012 (UTC)

I remember a great deal of discussion happening about the Brazilian approach. I think the bottom line was that none of us could really understand why you had a problem with the approach that had worked for everyone else... This is really not the place to continue that discussion, though. --Tango (talk) 02:03, 11 March 2012 (UTC)

[...] "everyone else...", from an Eurocentric point of view, you're completely right - not saying someone here is European. I wouldn't understand either. :) I am aware now some countries outside the old continent are also starting to form chapters with an antiquated model for their reality, but, as fas as I understand, they are just following what stronger forces push them to do. For instance, the ignoral we are seeing here is one thing that wouldn't happen if this whole chapters commette was commited to transparency and openess. By the way, where is the proper place to continue this discussion then? Is it open for those not part of a legal entity to engage in the discussion? (N. B. I am one of the volunteers group that doesn't endorse the necessity of a chapter in Brazil as a legal entity and if I were my friends making efforts for that, I'd stop it. But I've never said that and I am not here. ;) Best, --Tom (talk) 02:32, 11 March 2012 (UTC)

By my count of the list at Wikimedia chapters, roughly half the chapters are outside Europe. Accusations of European imperialism will get you nowhere. --Tango (talk) 02:37, 11 March 2012 (UTC)

Sorry, I didn't mean European imperialism. I meant a model which fits better for European countries and should be rethought for other regions of the world. Having a legal chapter in other places doesn't mean they are commited to the Wikimedia movement or that they are doing activities in this direction, but following Solstag's hope we can read bellow, I wish I am wrong - not saying chapters don't do awesome projects and activities promoting free knowledge, I am aware they do. Finally, I don't believe on European imperialism anymore, we just need read on the news what is happening to Europe. ;P (Thinking loudly: maybe this chapter model thing has some connection to what is happening in the economy of some countries? I don't know, just thought about that while walking a few minutes ago... maybe I should come back to differential equations. :) --Tom (talk) 02:52, 11 March 2012 (UTC)

What I meant above when I said a lot of people struggled to understand why Brazil had a problem with the approach the rest of us had taken was that we couldn't see why that approach didn't fit in Brazil. As far as we could tell, the reasons why it's a good idea for us also apply to you. (I know I'm saying "we" in a very vague way - I can't really remember who said what, but I do remember a general feeling of confusion about why you wanted to do things differently.) I don't think the current economic problems in Europe are having an impact on this discussion - the recent fundraiser went very well in Europe, despite the current problems, so they don't really seem to be affecting us. As for differential equations - I spend 4 years at university studying maths and trying desperately to avoid differential equations whenever I could, so you are on your own with them! --Tango (talk) 03:00, 11 March 2012 (UTC)

┌─────────────────────────────────┘
Actually I was thinking about open economics during my walk, but since I wasn't clear enough to be understood (due to my vagueness, I must admit), let's have a beer in Wikimania that I think maybe we can agree on something regarding chapters models (at least that we disagree). I won't back to equations now, but to collaboration proposals between two groups commited to free knowledge. --Tom (talk) 03:11, 11 March 2012 (UTC)

A beer sounds great. I'll see you there! --Tango (talk) 13:06, 11 March 2012 (UTC)

I just need to add something, because you keep insisting on this point as if it means we have no justification to complain: the reason you (you chapcom, as a group process, not the individuals) don't understand why incorporating means an unnecessary evil for Brazil is because you never made an honest effort to understand it. We never heard back after that single IRC chat. We made a huge effort to produce a complete dossier upon request, were ignored and finally deferred to the WMF. And then we were rejected from participation at WMCon. I'm sure chapcom had long discussions and struggled with it internally. That is the natural attitude of a group trying to rationalize a member out of its system, not understand it.

It's sad to read comments below about "not aware", "support", "didn't know" or "lack of PR", while it was the chapters who denied us participation in their community. Particularly sad because we predicted in that document that this situation would happen, since chapters as they are structured have a natural tendency to monopolize outreach. Thus, to exclude non-corporations from chapterism also excludes them from most outreach discussions and information exchange, which in turn reinforces the view that only chapters do outreach. Vicious cycle. Easily predictable.

Now the reason why it's really really sad, is that we're the only large and active outreach group who can be scrutinized from top to bottom by reading from a public wiki (with the translator tool of your choice) and contributed to by editing it - which essentially voids the issues of barriers to accountability and collaboration that the present proposal attempts to solve, or at the very least shows how to do it without yet another superstructure. But probably nobody even remembers 2010, when with only one year from establishing our procedures we offered one of the most substantial chapter reports among all chapters, even well established ones. As we learned, that is not enough, you also need goodwill and equal standing.

It's very easy to close eyes to anything that challenges the status quo. We demanded nothing but acceptance, and we were systematically rejected no matter how much we compromised, because of this narrow-mined definition of "inside and outside", which I see repeated all over the present proposal, whose issues I trust our community has addressed in a much more efficient and wiki way than this does.

We're simply going over the same ideas. We want to be recognized and participate as equals in outreach for the Wikimedia Movement, because we have proven that we can do it well. We think anyone on the planet who does this well, regardless of being backed by a corporation with a national monopoly agreement with the WMF, should have that right. As equals. Meaning the Wikimedia Movement should not create a superstructure of superstructures that is not radically inclusive.

So the two main points above are: first, it is a fallacy that this does not interfere with unincorporated groups, it will, and even more than other exclusive environments; second, if chapters adapt their procedures to be more transparent and participative, accountability and collaboration will spring naturally without creating another, costly and potentially harmful, exclusive environment within the movement.

Hugs!

--Solstag (talk) 06:45, 20 March 2012 (UTC)

Hi Solstag, one of the changes in the movement and its self-understanding is the concept of Wikimedia affiliation models, which will very likely have long lasting effects on how different organizations work together, share experiences and resources, and find and fill their role in the Wikimedia movement. So in my perception there are a lot of opportunities for unincorporated groups and I would appreciate you to look into the present and the future instead of looking into the past with this kind of unforgiving shade. And I cannot exclude that I'm completely wrong and misunderstand your point. What confuses me is that you said "And then we were rejected from participation at WMCon." but I see two official Wikimedia Brasil attendees at Wikimedia_Conference_2012/Chapters'_Meeting/Attendees. --lyzzy (talk) 11:11, 20 March 2012 (UTC)

Hoping I'm wrong

Now, to add to this a bit myself. I am happy to learn that this will be further discussed here, but I cannot fail to point out that, once more, an end-of-line idea with an ongoing concerted effort to push it forward has been thrown at us, Brazilians wikimedians, and wikimedians everywhere who happen to not be interested in chapters, regardless of whether they are active and engaged in outreach, education and promoting the mission to the world. And we are once again left out of the upbringing stage of ideas that will define how a large amount of the movement's resources are going to be directed towards outreach, education and promoting the mission to the world in the future.

Nevertheless, I deeply approve of the notion of promoting standards and collaboration among Wikimedia groups, such as chapters; for one, I think the Accountability standards are a good first step in that direction. However, I don't think any of the chapters today meet the standards of transparency and participation that would be desirable for the movement, and by growing out of them, this proposed superstructure might only repeat the same vices chapters have been indulging. For one, I note that the very wording of this charter is completely inward-looking.

It shows no interest regarding chapters' commitment to the movement as a whole. And I don't think it's a simple "then fix it" issue. Almost every single chapter today enjoys having: membership barriers (and I don't mean exclusively the fees), need-to-know accountability, insider discussions and privileged access. Standards that would truly serve the Wikimedia Movement start by getting rid of as many of those as possible, seeing them as exceptions not as rule, and this proposal goes exactly in the opposite direction, creating more internalized control structures that, no matter how well intended, are more efficient in keeping the status quo and serving the few than otherwise. We Brazilians have felt this in our skins, as the chapters committee, and the chapters as a collective, have been for years refusing to deal with Brazilian wikimedians, to the point of not even replying to documents that they themselves requested from us, not to mention more severe consequences.

My opinion is that, before creating any superstructure, chapters proposing this should start giving a better example themselves, learning to work under movement oriented transparency and collaboration, which can mean finding completely new forms of wiki-inspired organization like Wikimedia Brazil, or simply being less the-usual-nonprofit and more actively open in their processes, in particular regarding others who'd rather take different approaches to movement organization. After that, rephrase this proposal, which has its merits but not at this point of chapter's maturity, and which I suspect will in fact be seen as completely unnecessary if chapters do become interested in implementing a broader view of transparency and collaboration, as that by itself will provide and expose all necessary means for creating standards and promoting collaboration among them as well.

I would love to be proven wrong and see a proposal emerge that really commits chapters to working together with the movement, instead of further making them look more like a social club - which I acknowledge they do try not to be. But I fail to see that commitment in what I read in the public documents related to this proposal. This to me seems to end up in a status quo promoting, best-practice-as-they-understand-it, coercive superstructure of the super boring kind.

Regarding the incorporation of Wikimedia Brazil, our plan - and also the reason why we see any value in incorporating, - is to organize the nonprofit purely as a collectively controlled tool and not as a political structure, in a way that does not resemble what have been called official chapters in much, except for the legalese, and that won't affect the way we operate at all. So I doubt we would wholeheartedly support something like what is being proposed here, unless, again, we are given good proof that what I said above is wrong. Which could be, since as Rodrigo pointed out, our people were not present where this idea came from.

Hugs, --Solstag (talk) 02:10, 11 March 2012 (UTC)

I'm just going to address your first paragraph at this point. I don't think this council will affect anyone that isn't interested in chapters, so I don't think there is a problem with them not having been involved from the beginning. As for Wikimedia Brasil, I have total respect for your decision to work in a different way to Wikimedians in other countries, but the bottom line is that, as a chapter, you don't yet exist. There are a lot of groups at various points on the road towards becoming chapters and there is a practical limit to how much they can be involved in things. The only discussions you were left out of, though, were people saying "that sounds like a good idea". The real discussions are happening here and you are completely involved. --Tango (talk) 02:22, 11 March 2012 (UTC)

Wikimedia:Últimas_Notícias Yep, this is not a chapter... that's one point, why we are not chapter, if we do more activities then a lot of "chapter"? Why we are not chapter, if we have the same values​​, and also we apply that in the way to do things, something that other chapters only theorize. Why are we not a chapter, if we do the same things as a chapter, without spending funds of donation. I think we are not only a chapter, because we are transparent, open and not waste resources on bureaucracy... Rodrigo Tetsuo Argenton ^m 04:52, 11 March 2012 (UTC)

I can't understand your point Rodrigo, being a chapter is just formal, there is no shame neither problem not being officially a chapter, nobody blame you for that, and nobody will ask you to change if you do not want. Another point, it is normal that you ask respect for the way Wikimedia Brazil is taking, but it is also normal that you respect the way others took, and accusing other model to waste resources on bureaucracy is not fair and it is unproductive.--Chandres (talk) 10:04, 11 March 2012 (UTC)

Hello, maybe I am misunderstanding this part of the debate, just to make sure: The international Wikimedia Chapters Associaton will be an organization open to all Wikimedia chapters accepted by the WMF. One of its main tasks will be to support Chapters, especially those who are still small. So you people in Brazil will experience that support. And only after Wikimedia Brazil is finally approved by the WMF, it can join the WCA and then pay a (small) fee. Ziko (talk) 10:51, 11 March 2012 (UTC)

I agree with Chandres observation about those accusations being unproductive and, as I said previously, I am aware a lot of legal chapters I have the opportunity to see the work has been doing awesome projects. I also agree there is no problem of not being officially recognized - I, for instance, don't care about recognition. But the comment above by Ziko just show people involved with this discussion are not aware of what is hapenning in Brazil, maybe because of all this legalese. The point is not being small or big (for a good observer or people not spending so much time with legalese issues, maybe he or she would change his or her mind and see there are other possibilities), but of having strong groups commited to the values of Wikimedia movement and having activities promoting, creating and raising awareness on collaborative production of free knowledge, all aligned to openess and transparency we all desire. Maybe the problem of not being recognized is to see things as I and Solstag have pointed out, just as an example: the Brazilian community was asked to answer questions, we did. After that, the only answer we've heard of was: an ignoral which I understand as you are not a legal chapter, so keep away of the chapters meeting. What is the meaning of the chapters meeting and this association you are proposing if we think in this particular example and how other groups inside the movement are treated? I see no point in having such structure if it will follow the same behavior that we have seen with previous experience to those commited to bureaucracy, instead of openess and transparency. --Tom (talk) 11:12, 11 March 2012 (UTC)

I'm sorry about Brazilian experience, I personally wasn't aware, and I think I'm not the only one. Like in the Wikipedias, the scale of time could be strange, sometimes something happened just half a year before is in fact ancient history because most of the people involved are not here anymore, or in minority. We are discussing here the structure of a chapters council, in a way it's easy because chapter is something with a definition, whereas other groups doing awesome job for the movement are not "defined". In my mind, Chapters council should have two type of members, chapters and legal association committed to the Movement. It doesn't mean that groups that have no legal status are bad or must be excluded, it is just because chapters council will primary deal with issues linked to the fact of being a legal entity. I should propose something about peer-reviewing not restricted to legal groups today, if my daughter left me the time! :-) --Chandres (talk) 07:23, 12 March 2012 (UTC)

This peer-reviewing sounds interesting and I think we can explore better this idea. :) It could be done in a way where other chapters can be commited to openly review the activities of a not legal groups and the peers would change time by time. The focus of this review would focus on constructive critics on the activities being done and questions such as how sustainable are those projects under development, if they have goals and so on. We could think in a way to leave time to your daughter play with you. :) --Tom (talk) 14:55, 15 March 2012 (UTC)

This paragraph deals with three issues. The first is the decision of the Brazilian guys not to incorporate into a formal entity. I'm not around long enough to know what were their reasons so I can't comment on that. They say that they have done much (and I believe) which I don't know about. That's probably a PR issue rather than some discrimination over entityness. They claim to have received e-mails, then being ignored. Rest assure that this has been my experience as a chapter. So this also probably cannot be attributed to the chapterness issues. Second issue is their interest to be part of the new body. This is something I don't understand. We're trying to build a chapter association which will deal issues concerning chapters. It is as Wikimedia Israel will express its interest to join the Ibercoop. Tomer A. 15:44, 19 March 2012 (UTC)

Thanks for your comments, Tomer. The reasons are stated in a document Everton137 linked to in the opening subsection of this topic. Keep in mind that was 2010 and today they're (even) more articulate than that, but just as current.

I disagree that this is simply a PR issue unrelated to being a corporation, since the Brazilian outreach community has been refused to participate in private meetings (WMCon) and mailing lists (Chapter related) because we are not a corporation. Or, more fundamentally, because they are private by default. It makes it harder for us to publicize our work, to learn from other's work, and vice-versa. You'll find this spelled out in detail in that 2010 document - no, you can't use our crystal ball.

In any case, you are more than welcome to our wiki (in Portuguese, use your favorite translator), come check out our latest activities and history, or contribute to them.

Also, we did not "receive e-mails and were ignored", we had an major IRC meeting requested by chapcom on request by the WMF on an issue that was foundational to our community, they requested from us, with a deadline, a thorough and hard to come up with document that took a lot of work, and then... ignored it. After a while we questioned and they simply deferred the matter to WMF without further explanation. I hope you agree that this is quite different.

Finally, Brazilian Wikimedians would joyfully and with wide open-arms welcome Wikimedia Israel into Iberocoop. Please ask us to request your inclusion if you're interested (and unlike what happened with Amical Vikipedia, the boring ibero chapters won't be able to deny you simply on the basis that you ain't a national Wikimedia monopoly). Think about it, there's pretty good reasons for your inclusion, starting with the major communities related to Israel by ancestry and language in Latin America, both in the Hebrew and the Palestinian branches of Semitic people - to which I myself belong to. There's a lot of outreach for WMIR to do over here! :D

And if you're particularly interested in Brazil, you can start right now by creating the "Wikimedia Israel" page on our wiki, and you'll be joining the many organizations contributing to the Wikimedia Movement in Brazil.

As you can see, we have also been struggling within Iberocoop to make it less filled with exclusivity, secrecy and corporativism.

I hope this helps you understand my comments above, and I'd still love to chat on IRC,

Hugs,

--Solstag (talk) 06:45, 20 March 2012 (UTC)

You are wrong - I proposed the council, I think it is a good idea; you can direct any future criticisms to me. The goal is to promote cooperation between chapters, and address large structural issues. This is not for any single chapter. I really don't know what you are exactly trying to criticize above, the statements are rather verbose and boastful, there are few actual criticisms there. You at some point, *chose* not to be a chapter. You chose to stay away from other chapters and an existing ecosystem. Now you are suggesting that the entire system is broken and you for some reason, have a better understanding of the issues than others. This is for existing chapters, you *chose* not to be one and part of that world.

I am wondering what entitles you to such a high opinion, to tell chapters and representatives you barely know, that they are wrong and you are right. You may know Brasil and your world, but you can not claim to know every country and language a chapter is based in, you can not preach without understanding their world and problems first. What might work for you, might not for anyone else. Your claim that the proposed structure, which several chapters have been working on for months is wrong, while you know what is right, and they should all look at you and Wikimedia Brasil, is really not helpful. I would ask if there anything you are basing your own high-opinion on? something your model accomplishes that others fail on. As a regular community member, I am aware of their activities much more than what you are talking about. This high moral ground, the ability to tell others they are wrong, must be based in something.

I am left wondering why you are disparaging Iberocoop above, calling it boring, secretive, exclusive and corporate. You should be the first one to leave, no? Membership is voluntary as far as I know and Iberocoop has no official registration. It is the only inter-chapter cooperation that I am aware your group partaking in, and you do that justice enough in your passing characterizations above. Iberocoop is a unique initiative, while you are entitled to your opinions, I assure you it is not something most people in the community agree with.

Your support in the proposed council would be helpful, as would any other group or entity, but it is your choice like it has always been to be part of Wikipedia, Wikimedia, chapters-world, Iberocoop or any other group. I would welcome anyone interested in helping out to join the effort with open arms, but I will not stand for someone choosing to not get involved and criticizing the good work of so many people.

I'm always around if you want to talk, on Meta or IRC. Theo10011 (talk) 23:08, 27 March 2012 (UTC)

I think I should apologise to the Brazilian community and perhaps shed some light on where things stand with the Chapters Committee and Wikimedia Brasil's participation at the 2011 Chapters Meeting. As some background, Wikimedia Brasil has been recognised as a chapter at the end of 2008, based on an expectation that they would incorporate like the other chapters as soon as applicable – this is one of the requirements of chapterhood, as set out in a 2007 Board resolution. Subsequently the group has decided that they would rather continue to function as an open movement for various reasons. While the Chapters Committee had an immense amount of respect for the work done by the Brasilian community (even if it didn't communicate it well), it couldn't overcome the block posed by the incompatibility of the Brasilian community's wishes and the set requirements for chapterhood (the "ignored e-mails" and the IRC chat mentioned above was in a hope to resolve the issue, but Chapcom did not have the power to deviate from the set model and apparently at the time it didn't take the initiative to convince the WMF Board to amend the requirements).

Given this state of affairs Chapcom has decided to advise the WMF Board to remove the recognition of Wikimedia Brasil as a chapter as it wasn't the same "proposal" (with a legal structure and bylaws, etc.) that originally applied for chapterhood. This decision has taken some time to arrive at (Chapters Committee/Resolutions/Recission of Wikimedia Brasil recognition - May 2009, [[1]]), and has happened just before the movement roles discussion recognising new models was first proposed.

The reason Wikimedia Brasil was not invited to the chapters meeting in 2011 after being invited in 2010 (or 2009?) is that in the meantime we stopped waiting for them to incorporate and actually become a "chapter". At the time, as the Programme Coordinator of the Chapters Meeting I felt there was no consensus among chapters to widen the meeting to non-chapter groups and therefore had to deny entry to a number of groups (WM Brasil and Amical in particular), whom I felt were doing great work for the movement, but were not chapters.

Recently, the Brasilian group, or at least part of it has indicated a wish to form a legal body recognised as a chapter, and the Chapcom has started discussions in good faith (see e.g. [2]), however things are going slowly because we are trying to figure out whether this is a real attempt, or only a workaround to the previous recognition problems. The comments above suggest that it might be the latter. Anyways, given this attempt, WM Brasil has again been invited as a potential future chapter to the Chapters Meeting, and its representatives will have an opportunity to discuss the issues with members of Chapcom.

It seems likely that future requirements for chapters (see e.g. Wikimedia_affiliation_models/Chapters) will continue to require legal incorporation, but there will be other models that will not, therefore I believe we can move past the bottlenecks of the fast and finally put WM Brasil into its proper place in our puzzle of offline groups supporting the Wikimedia Movement. Hope the Brasilian community can forgive the past grievances and we can move on together. --Bence (talk) 12:05, 20 March 2012 (UTC)

The Executive Board

I think it should be up to each Chapter decide who will become its representative. Some chapters have just a few members who can communicate effectively in languages other than their countries' official languages. --Jewbask (talk) 01:05, 11 March 2012 (UTC)

Just to clarify, the "executive board" is the paid staff (I really don't like that name, it is very confusing). The idea is that Chapter's will be able to decide on their representatives in whatever way they choose. There is still some disagreement on whether representatives should be allowed to hold other positions (staff or board) within their chapter. The argument for them not having other positions is that they will have more time to dedicate to the council. The argument for allowing them to have other positions is, as you say, that some chapters don't have a large enough group of suitable people to choose from. --Tango (talk) 02:06, 11 March 2012 (UTC)

I propose that the constraint that members of the Executive Board cannot have board positions in chapters should be removed as unnecessarily excessive, such people might be ideal for the role and any potential conflict of interest based on that alone should be easily managed. --Fæ (talk) 08:09, 11 March 2012 (UTC)

No way. They can not be "ideal" when they have a legal obligation to work for the interests of their own chapter/organisation. John Vandenberg (talk) 08:32, 11 March 2012 (UTC)

If the executive part should be paid staff, could we just call taht "executive staff" or "executive team", because board is confusing and the discussion here show that some are talking about staff , other about volunteers. --Chandres (talk) 10:06, 11 March 2012 (UTC)

You're right, folks, I will change "E. B." to "S. G." (see above). Ziko (talk) 10:25, 11 March 2012 (UTC)

It may be possible to manage a conflict of interest between being a junior member of a staff within the Secretariat and being a chapter board member (although it would be difficult), I can't see how you could possibly manage the conflict of interest between being Secretary-General and being a chapter board member. The SG will probably have the day-to-day responsibility for monitoring the compliance of chapters - how can they monitor the compliance of their own chapter without a major conflict? --Tango (talk) 13:05, 11 March 2012 (UTC)

I would also like to make my opposition known to any prescriptions on who a chapter can appoint as their representative. One of the problems that I hope that this organisation will solve is the very prescriptive "one size fits all" way of doing things that the Foundation uses when dealing with chapters, as if a way of doing things in the US will work in, say, India. The people who will know best in each chapter and community which way is best for them are those in that chapter or community, and I don't think that we can justify tying their hands just because of some idle thoughts at the start of the thing. Lets not regulate ourselves into a corner too early, and stop ourselves from trying different things down the track if these sort of limits don't work out in practice. Craig Franklin (talk) 05:12, 12 March 2012 (UTC).

Craig, you're in the wrong section ;). This prescription (that representatives can't be part of the board of a chapter) has been removed, and the conversation here is about paid people (Secretariat) not being part of a chapter or the Foundation. Provision with which I wholeheartedly agree. Fæ, people who "apply" for the job can of course be part of a chapter or the Foundation, but they should resign whatever position they have as soon as they're hired. I would try to make that part just a bit clearer and change the sentence to go:

under Section:D: The Secretariat

• [Incompatibility] A member of the Secretariat cannot be a member of the Council or hold an elected, appointed or paid position in a Chapter or in the Wikimedia Foundation.

notafish }<';> 09:01, 12 March 2012 (UTC)

Oh, right, that explains it *facepalm*. Thanks :-). Craig Franklin (talk) 12:31, 14 March 2012 (UTC).

Added Arbitration Committee

I added a simple provision for creating an arbitration committee that can handle disputes within the association. The charter doesn't say much of how it will work, leaving most of that up to the council to figure out over time. I think something like that is necessary to ensure fairness and impartiality in cases of conflict, which are likely to occur if accountability standards are meant to have an actual effect. sebmol ^? 17:44, 13 March 2012 (UTC)

You mention "the judicial powers of the Association". What do you see those powers as being? Currently, both drafts are a little vague about what powers the Association actually has. Ziko's has the standard procedural/internal powers (the power to set its budget, etc.), that I need to add to mine, but neither of us have said anything about what kind of external powers it has. Whatever those powers are, I'm not sure I can see the point of an arbitration committee. The arbitration committee must be inferior to the main Assembly, so you can't appeal decisions of the Assembly to it. Decisions of other committees should probably be appealed to the main Assembly (it has to be possible to appeal them to the main Assembly, and I can't see the point of having 2 layers of appeals). What kind of decisions would get appealed the arbitration committee? Are you thinking the Association will handle bilateral disputes between chapters? Is that something we've discussed at all? --Tango (talk) 18:59, 13 March 2012 (UTC)

If I understand Sebastian well, the members of the ArbCom are not necessarily members of the Council. If that is so, I think it makes sence. It would be difficult to find among 40 representatives 3-7 ArbCom members, and it makes sence that ArbCom members are not (only) representatives (the Council may be party in a conflict). So the ArbCom is not a usual Council committee, then it is wise to put it apart in the Charter. Ziko (talk) 19:04, 13 March 2012 (UTC)

Yes, they would be separate. sebmol ^? 19:58, 13 March 2012 (UTC)

I was thinking of disputes between individual chapters and the assembly or the secretariat, or disputes between assembly and secretariat. Why would the committee necessarily be inferior to the assembly though? If it is, what check is there on the council to only do those things it is specifically empowered to do?

Regarding disputes between chapters, I'm not sure if there ever have been any. But it would be interesting to see if this committee could take on such disputes as well. sebmol ^? 19:52, 13 March 2012 (UTC)

OK, the ArbCom will be not a Council Committee but a special organ. Fine. I could imagine that a different name could prevent confusion, e.g. Arbitration Team. And it is the ArbCom itself that decides which cases it will accept, isn't it? Ziko (talk) 20:12, 13 March 2012 (UTC)

I just chose that name because it's somewhat known. I don't care either way. And yes, they would decide themselves whether they accept cases or not. sebmol ^? 20:25, 13 March 2012 (UTC)

Then who deals with disputes involving the ArbCom? You can't just keep creating higher and higher bodies - one of them has to be at the top. I think the top should be the Assembly, since that's the one that every chapter has a seat on. The main control on the Council is the right of chapters to leave. The Council can't force chapters to do anything. The most it can do is make continued membership a condition of compliance. If you end up with a "Tyranny of the Majority" then the minority can just leave. --Tango (talk) 20:44, 13 March 2012 (UTC)

It's basic checks and balances. If the committee makes a decision the chapters really can't live with, they can change the charter to that effect or replace the members of the committee. The committee is bound to the charter just like everyone else. While leaving the council is certainly an option, I would hope that it always remains a purely theoretical option, not one that has actual need in practice. sebmol ^? 20:47, 13 March 2012 (UTC)

If the Assembly can amend the charter to change the powers of the ArbCom and can change its members, then the ArbCom is inferior to the Assembly. You can't appeal decisions of a body to an inferior body. That just doesn't work. I don't see why a group of 7 people appointed by the Assembly should have the power to overrule a decision made by a majority of the Assembly itself and, in reality, they wouldn't have that power since they would be inferior to the Assembly. Options that you don't expect to ever use are still very important - they are commonly called "nuclear options" and it is a very good name. Countries with nuclear weapons don't plan to ever use them, but they still gain a lot by having that theoretical option. Chapters shouldn't need to leave the Council because the other chapters should know better than to put any chapter in that position - nobody would gain by it (it's not quite mutually assured destruction, but it is still a negative outcome for each party). --Tango (talk) 21:11, 13 March 2012 (UTC)

In most countries that have constitutional or supreme courts, those courts can indeed invalidate legislative acts, yet the legislative has the ability to change the constitution. That doesn't inherently make it nonsensical. Abiding by judicial decisions always relies on respect for the body making those decisions because, indeed, there's no real way to force anyone to do anything they don't want to do. sebmol ^? 21:23, 13 March 2012 (UTC)

In those countries, constitutional amendments usually have a very high barrier. In the US, for instance, the legislature can't amend the constitution itself - it needs the support of a majority of the states (or something along those lines). The major difference between that kind of situation and ours is that the Assembly has is made up of one person from each Chapter, so decisions of the Assembly are pretty much referenda. I also don't see how this can work from a legal point of view. The way I'm imagining the Council working legally is to have the Assembly as its Board of Directors. The Board of Directors has to be in ultimate control in order to fulfil its legal obligations. The only body that can ever overrule a Board of Directors is the shareholders/members, but for the Council they are the same thing since there is one seat per member. (I know the German system of dual boards is a little different, but I believe the Supervisory Board still needs to have ultimate power.) --Tango (talk) 21:52, 13 March 2012 (UTC)

Regarding the first point, there's nothing that stops us from making the charter difficult to amend. I would also hesitate to equate the will of the council with the will of the member chapters. The chapters select representatives who have to look out for the interests not just of the chapter that selected them but also for the interests of the Wikimedia movement overall. I can easily imagine situations where the two might be at odds. That's not a flaw though.

Regarding the second point, I'm not sure I follow why, if one applied the British/American view of Boards of Directors, the council would be that board. Indeed, from an organizational perspective, the equivalent of a board of directors would be what is now called the secretariat with the council serving as the organization's members assembly and the organizations themselves being the members. Now, I don't know much about British corporate law, but at least in Germany, the members assembly of an association is bound by the association's charter and its decisions can be appealed either to an internal judical body (if one exists) or to the regular courts. What recourse do members for WMUK have, for example, if the assembly passes a resolution incompatible with your charter? sebmol ^? 22:27, 13 March 2012 (UTC)

The Secretariat are the staff, not the board. That's why lots of people suggested changing your proposed name. A board is responsible for making high-level decisions, which is what the Assembly will do. The Secretariat will just implement those decisions (and, where necessary, make low-level decisions about how best to do that). While the representatives will need to have the authority to make their own decisions, I think you can assume that they will represent the interests of their chapter - the clue is in the name. If the WMUK membership passed a resolution that contradicted the Articles of Association, the Board would be obliged to ignore it. The dispute could be settled by the courts if necessary. I really don't see what benefit having a judicial body would have. Why would they make better decisions than the Assembly? The Assembly would certainly have more legitimacy. --Tango (talk) 22:50, 13 March 2012 (UTC)

The Model B, which is basis for most of the discussion, included an Executive Board, which is indeed meant as a board of directors. I don't know when it was introduced to demote that group to something less. As to the rest, I think it would help if you were a little less rigid in your thinking about how organizational structures can/must work. There's a multitude of models imaginable beyond a board-members structure. I'm not sure if the general principle of checks and balances is troublesome for you or if you simply don't agree that it should apply to the council. Personally, I think it's simply a case of good governance that different bodies have different, well-balanced roles and that they have the ability to check the activities of one another. sebmol ^? 22:59, 13 March 2012 (UTC)

I really don't see why you would want a Board of Directors separate from the Assembly. The Executive Board you described were paid, full-time staff. Charities do not (and, in the UK, cannot) have paid staff on their boards. It's just not how the non-profit sector works. I think the confusion may come from the unusual dual board structure you have in Germany - what you call the Executive Board wouldn't be considered a Board in most countries. It would just be the "leadership team" or something. I don't really see the need for checks and balances like you describe. The UK doesn't have them in our national government, and we've managed just fine for hundreds of years. The whole point of the Council is to allow the Chapters to make collective decisions, so let them do it. Don't try and make them subservient to some committee. --Tango (talk) 00:33, 14 March 2012 (UTC)

Perhaps we need to backtrack a bit here. The whole point of the council is actually taking care of four areas of responsibility: representation, accountability, development assistance, and knowledge exchange. From my perspective, most of these activities are executive in nature, or simply put, getting stuff done. At the same time, we have to acknowledge that volunteers have little time and international coordination is very difficult, even with modern tools like wikis and mailing lists. As a consequence, the actual assembly is unlikely to meet very often, and is unlikely to make a whole lot of decisions. It therefore make senses that whoever is responsible for getting stuff done (e.g. the executive board or the secretariat or whatever we call it together with staff and volunteers) has a certain degree of independence from the assembly. By that I mean that the whole thing won't just fall apart in case the assembly can't make a decision, can't get together, or is stalled for some other reason. I'm looking for robustness here.

Second, unchecked concentration of power is never good. Power has a tendency to allow even reasonable and sane people make very bad decisions. We've seen this in the recent discussions around fundraising, and oh so many times in different organizations, whether political or not. One way around that is to give no powers, which renders an organization harmless, but also ineffective. Another way is to give power, but separate it and apply checks in order to reduce the likelihood that it be misused. By specifying, for example, that the secretariat has the executive powers, it is clear that the assembly can only act through the secretariat. That's a check on the assembly. Similarly, by specifying that the assembly has to approve the budget, the scretariat needs the assembly's consent to spend money. That's a check on the secretariat. The proposed judicial board's main role is to ensure that everyone, that is assembly, secretariat, and everybody else, plays according to the rules set out in the charter and that processes are fair to everyone involved. That's a check on those players. Requiring that charter amendments be ratified by three fourths of the chapters is a check on the whole council to not overreach and mutate into something the chapters aren't willing to support. Allowing the assembly to remove members of the secretariat or the judicial board for severe misconduct is a check on them. And so on.

Separation of powers and checks and balances are two principles that, while not historically parts of the British political system, have found very broad acceptance in political, non-profit, and commercial structures. In the corporate world, it is part of what is generally considered good corporate governance. It also, incidentally, fits well within the Wikimedia world, where nobody has final say on anything, roles are highly distributed, and cooperation is necessary to be effective. sebmol ^? 12:06, 14 March 2012 (UTC)

I'd rather we took the approach of corporations rather than national governments, since we really don't need the complexity of a national government. In my experience, corporations don't have the kind of separation of powers you are talking about. There are shareholders, who elect a board. The board then has ultimate power and hires staff (including executives, who often sit on the board in for-profits but almost never do in non-profits) and the staff implement the decisions of the board (and make their own decisions on those areas of responsibility that are delegated to them by the board). The check on the staff is the board overseeing them, the check on the board is the shareholders voting them out at the next AGM and the check on the shareholders is the law courts. You really don't need anything else. The more complicated you make things, the more likely they are to go horribly wrong. --Tango (talk) 12:23, 14 March 2012 (UTC)

The Chapters Council has some elements of what a corporation does (specifically actual operations such as providing local development assistance, supporting knowledge exchange, reviewing chapter reports and plans) and of what governments or trade organizations do (specifically representation of common member positions). It would therefore seem sensible to adopt elements from both, mostly guided by what makes sense for us. Coupled with the propensity of the Wikimedia universe to eschew hierarchies, I find it difficult to favor a model that's as top down as a typical US/UK corporate structure, even if the top is the members' assembly. The model represented in this draft charter is rather pluralistic without concentrating too much power anywhere. Considering that concentration of decision-making powers in small groups or individuals has been one of the main complaints in the way the Foundation board has made its decisions regarding fundraising or controversial content last year, I think it would be worthwhile to follow an alternative approach more aligned with some of the ethos found in the Wikimedia projects. sebmol ^? 14:14, 15 March 2012 (UTC)

I would prefer if we stopped hurling half-examples from randomly selected countries or corporations (they can be useful in informing our own decisions, but less helpful when we randomly mention some edge cases without actually having an overview of the subject and the alternatives at play.)

In the current case, I am a bit uncomfortable with having a judicial body above the assembly (council), which should be the highest power. However, I see a need for the work of staff to be reviewed from time to time by a focused body (e.g. an Audit Committee).

I believe that in cases of conflict between staff and the council, the council should have the higher power, but of course it could not act illegally (in case of doubt the given staff member would have to sue – provision for such outside review by a court is part of the local law of some countries).

I can see that the staff might act in a way which raises conflict with a given chapter that needs to be resolved. A supervisory body could be tasked to review whether the conduct of staff was according to the parameters they had set – however, if the parameters are bothering the given chapter, the issue could only be solved by changing the parameters by the council itself.

So, even with checks and balances in mind, I would not have the judicial organ review the decisions of the council. If we want some check in this place, perhaps I would stipulate that if X% (e.g. 25%) of the representatives request than a given decision can only be adopted if the actual boards of the chapters' decides by resolution on the vote of their representative. --Bence (talk) 17:33, 16 March 2012 (UTC)

You say you would be uncomfortable if the council's activities were subject to review. Can you elaborate on why that makes you uncomfortable? I would actually think that's definitely a necessity, to ensure that the council stays within the bounds of what the chapters agreed when they approve or amend the charter. What makes you uncomfortable about that? sebmol ^? 15:00, 19 March 2012 (UTC)

The council (as in the parliamentary body of the whole WCA) will contain the representatives of each chapter and in theory will bring decisions that reflect their constituents' will. We have seen where this might not work in practice (e.g. when a parliamentary majority can corrupt the democratic process – but I would say it happens too rarely to worry about in our context), but it is very unlikely that the council could reach a decision that is fundamentally against the wishes of the majority of the chapters. It is conceivable, that this decision might go outside the original aims of the charter, but it will still be the combined wish of the chapters. In the very extreme case that a decision is incompatible with the charter each member would normally have recourse to the courts and have the decision struck (usually there is a time limit in place, which ensures that if nobody objects they can acquiesce to the new situation) – this depends on the local jurisdiction we choose.

I don't see how we can agree to put a less representative body above our most representative body to adjudge whether the latter has acted according to the wishes of the chapters. It just doesn't make sense: if you see an underlying problem (e.g. the representatives will not be informed about their chapters' wishes, or act outside their powers), then we should try to fix that at the design stage (e.g. have the major decisions of a given meeting circulated in advance for each chapter to be able to form a position in advance; etc.) instead of empowering some superbody to overrule the chapters' own wishes.

At a certain level of development there could be a need to internally sue the Council for illegal acts, for failure to act and similar, but we are at least a decade away from even needing to start thinking about the possibility of an internal judicial body to overrule ourselves. --Bence (talk) 18:51, 19 March 2012 (UTC)

I agree that a review of a council decision is an unlikely case. But, as you say, there is potentially a way to do so outside the association by going through local courts. If that is the case, though, why would it be ok for a local court to review these decisions but not for an internal body that much better understands what the association is about and filled with people from the inside?

Regarding conflicts between the council and the secretariat, I'm not sure I would subscribe to the view that the council should always prevail. What should prevail is the charter and the values, structure and purpose enshrined in it, regardless of who interprets it. A body that's structurally designed to be impartial and independent is more likely to come up with interpretations not shaded by particular interests than one that is party to the conflict. sebmol ^? 22:08, 19 March 2012 (UTC)

The option for the local courts would still remain – unless the chapters are sovereign states we cannot make contracts that exclude the jurisdiction of the local courts (we might chose a forum that is very inconvenient for everyone, but technically, the option remains), and so I would not try to duplicate the local court system because we are unlikely to do better than the professionals. We might distrust the local legal system, but if I was wronged by the WCA and the Arbcom ruled against me that would not stop me from suing the WCA (and if I won, I would imagine that the Arbcom's meddling would weigh against the WCA, as it would demonstrate a continued and repeated pattern of illegal activity), but IANAL.

As for secretariat vs. council, I stand by my view that as the supreme body and representative of the chapters' views the council should prevail. As a matter of good governance it makes sense that chapters in a conflict of interest would not vote, but otherwise the council should have the final say. Again, the staff could take up the issue at the local courts if it was that serious; we might think of adequate whistleblower protection as we set up the organisation.--Bence (talk) 22:36, 19 March 2012 (UTC)

Some things discussed here matter also for #Charter amendments. --Nemo 15:05, 24 March 2012 (UTC)

New Draft (March 2012)

Hi,

thanks for the draft. I have some remarks/questions/discussion points. I will put them in different subtopics for clarity. Effeietsanders (talk) 12:03, 16 March 2012 (UTC)

Membership of the Council

(Sec.B Art.4) In the current draft, there is no way for a chapter to retract a representative. That means also that the chapter is hence unable to instruct the member. I suggest to either: 1) change the name of 'representative' to something that doesn't suggest the person is acting upon instruction of its appointing chapter or 2) allow a chapter to remove the representative for whatever reason, including political reasons. Effeietsanders (talk) 12:03, 16 March 2012 (UTC)

One could indeed save a term and call the "Representative" a "Council Member" (less ambiguous), I am open for that. The discussions went to the direction to give a Rep a certain independence while making it possible to withdrawn him in extraordinary cases. Ziko (talk) 13:17, 16 March 2012 (UTC)

(Personally I have a preference of this person truely to be really a representative of the chapter, which makes the chapter to feel more bound and involved with the decisions as well. Important however is that the member can act without conculting every statement with its chapter. But it seems both of you have a strong preference for independent council members) Effeietsanders (talk) 14:42, 16 March 2012 (UTC)

Let's say "rather independent", because it must be finally possible to get rid of e.g. an inactive Council member. And if he/she wants to be renominated after the 2 years term...Ziko (talk) 14:51, 16 March 2012 (UTC)

I have a strong preference for representatives, who are more than just delegates, i.e. who are mostly bound by their duty as members of the council, not as mere extension of any single chapter. The council will have the job to focus both on the interests of individual chapters, but also on the big picture. And, because the council may on occasion have to do something, some individual chapters might find unpleasant, it would be detrimental to its effectiveness if chapter representatives were to vote exclusively along the lines of the individual interests of the chapters that selected them. Does that make any sense? sebmol ^? 15:07, 16 March 2012 (UTC)

It certainly makes sense, and I see the value of it. However, I'm more thinking about how an outcome of the council can with the most certainty actually count on the support of the chapters. Of course they should think about the best interest of a movement as a whole - in my opinion every chapter should do that. But we should think about whether it would be a desirable outcome if we come in a situation where the council takes a structural stand in one direction, against what the chapters think would be the best solution. Do we want a real independent association that could grow apart from the chapters to some extent (believing it does what is best for the chapters) or do we want the association to be a catalyst for the chapters to make decisions together and exchange knowledge and experience with each other? I thought the latter was what this association was for. In the end it is a choice, and I could certainly live with either outcome - but it is a quite fundamental choice which I have another opinion on that you it seems. Effeietsanders (talk) 15:18, 16 March 2012 (UTC)

P.S. An additional reason for me to be reluctant with the current construction... It is bound to happen that a chapter really wants to get rid of its representative. Do we want this chapter to either a) start lobbying all council members to support a vote to remove (and likely an appeal after that will happen to the Judicial Board, where all hair splitting will happen in an ugly way) or b) formally leave the council and then join again (and hence start freshly) or c) be unhappy about the council simply because it has a personal problem with their 'representative'? Effeietsanders (talk) 15:22, 16 March 2012 (UTC)

Does it have to be a distinctive either/or? I see the contrast and I do think that, based on different situation, different answers would be appropriate. The best comparison we have is the WMF board of trustees. There, chapters select two board members. Chapters have no way to remove those board members but, most importantly, it has been said time and again that those board members are there to care primarily for the interests of the Wikimedia Foundation, not the chapters. It's a little different here in that the "job description" is basically this: "represent the interests of your chapter and that of all chapters as a whole, to the best your ability and your conscience allow you to". Finding the balance between the two points will be quite a task, but it's a similar task the board of trustees has to do when they have to look at both the interests of the foundation and the interests of the whole movement. sebmol ^? 15:43, 16 March 2012 (UTC)

Regarding your P.S.: if a chapter really really wants to get rid of its representative and the representative really really does not want to, it could be up to the council to figure out the matter. I would hope that both are based on reasonable arguments and not sympathy or the like. At the same time, part of representative democracy is that you have to put up with the people you elect, even if, after a while, you're not happy with them anymore. There are elections every two years anyway. sebmol ^? 15:43, 16 March 2012 (UTC)

Yes, Sanders, I had initially the same thoughts. But in the end the representatives are supposed to think of the whole. Compare it to the CSBS (WMF). Still, the chapter has the right to select one person of its choice, and 2 years later it has a new choice. Ziko (talk) 15:28, 16 March 2012 (UTC)

Both are comparing it to the Chapter Selected Board Seats. I dont see why that comparison should hold. Why would we try to recreate that model? Why would we want a 'representative democracy'? That is what the discussion should be about - making comparisons with something that is similar to your suggestion doesn't make it better :) Effeietsanders (talk) 19:54, 16 March 2012 (UTC)

Of course I do that, what else would I do. :-) Ziko (talk) 20:56, 16 March 2012 (UTC)

Do we really need to discuss why representative democracy is a useful model for this? sebmol ^? 14:57, 19 March 2012 (UTC)

Lodewijk - is the alternative model you have in mind the ambassador model used by the UN - where ambassadors may have a fixed term according to the policies of the country they represent, but their term is not fixed by UN policy, and they can be replaced by another at the wish of their nation? –SJ talk   10:38, 20 March 2012 (UTC)

@Sebmol: I seriously don't see why a 1-on-1-independent representative democracy would be useful here. We have X chapters, and X council members. Why not let every chapter set their own policies on how they accept/dismiss their own representative? At the end of the day, most important is that every chapter is confident that it has participated in the outcomes of the Council. Representative democracy might make more sense if the number of council members is *smaller* than the number of chapters.

@SJ: That would probably be a similar model, but I'm not entirely familiar with the specifics. But probably an 'ambassador' is a good description. However, with the difference that the chapter cannot overrule the ambassador once a resolution has been passed (to make sure that we don't have uncertainty about the outcomes). The Representatives would hence have more independence because they *can* make decisions if necessary on their own, but with the risk that they find themselves replaced the next day if they make a vote that does not represent the view of their chapter. Effeietsanders (talk) 10:50, 20 March 2012 (UTC)

The chapters council (or chapters association) is deliberately intended to be a separate and distinct entity from the chapters. The council members/representatives chosen by the chapters must be able to look at both the interests of the individual chapter but also the interests of the chapters overall. If chapters had full discretion over individual representatives, I have a hard time seeing how the council can operate with some effectiveness and consistency. There's a difference between having a group of people who stay more or less the same (and know they will) for a fixed period of one year or two, and having a group that's rather transient with people coming and going and little reliability on how well the group works together as a group. The dynamics of that second type of group are not likely to be conducive to being effective, which I do think is important for this council idea to succeed. I would also say that, from a motivational perspective, it's imporant that volunteers can accept a clear, definite responsibility with ownership for the decisions they make when they take on a role. Finally, there are some tough decisions the council will have to make, and some of them won't be particular popular. While the council members should still be held accountable for their actions and make sure to get as much support for their actions as possible, seeking popularity ought not be the most important activity they engage in. The ambassador role is very much the opposite of what I think the council needs in order to be successful. Ambassadors are inherently passive, not have any personal political positions (or at least not express them) and meant to primarily relay the position of whoever sends them. Council members instead should very much have positions and perspectives on common chapter matters and should assume constructive leadership on issues, even if their own chapter (or the chapter board) may not have a position or even a different one. If the council were to adopt an ambassadorial model, I would expect it to become a rather meaningless and toothless organization, both not being what we need. sebmol ^? 13:58, 21 March 2012 (UTC)

After due consideration, I agree with Effeietsanders on this matter. It is a serious problem if a chapter's representative is not accountable to that chapter, by retraction and replacement if necessary. There needs to be a safety valve in case a representative 'goes rogue' and begins articulating a point of view in the council that is at odds with their sponsor, if only because that chapter is then denied a voice. Craig Franklin (talk) 21:03, 29 March 2012 (UTC).

I agree. I don't like the whole concept of representatives not actually representing their chapter. One of the main purposes of the council is so that chapters can speak with a common voice - that requires the chapters to actually be represented on the council. Representatives will need to have sufficient independence and authority that they can speak and vote without having to consult their chapter board every time (or we won't really have anything we don't already have), but a general understanding that they represent the chapter and can be removed by the chapter if the chapters wants them to sounds like a good idea to me. --Tango (talk) 00:09, 30 March 2012 (UTC)

Members of the association

It might be a simple thing to fix (as in #Bodies) or not, after reading the above: it's a bit confusing who actually are the members of the associations. The members of the association should be the chapters (entities), but then an assembly of members doesn't seem to exist. The easiest thing to do would be to consider the council the assembly of members, and this would imply that each member decides its representative; if it is not, the distinction between membership of the entity to the association and membership of the person to the council should be stated somewhere. --Nemo 14:46, 24 March 2012 (UTC)

This gives also problems with #Charter amendments. --Nemo 15:05, 24 March 2012 (UTC)

Indeed something to look at carefully, when incorporating the charter according to a given jurisdiction.Ziko (talk) 20:27, 24 March 2012 (UTC)

Secretariat

(Sec. C) I suggest to change Art. 2 such, that the size of the membership of the secretariat can also be 1 or 2 and leave that decision totally up to the Council. The current draft suggests a minimum of 3 members (SG, Vice-SG and one other Member). Effeietsanders (talk) 12:03, 16 March 2012 (UTC)

Art. 4 implicates that the SG would not be allowed to receive *any* compensation. I don't see why you would want to exclude the possibility of a chapter paying the travel costs of the SG if that person is acting in another capacity as a volunteer. I suggest to change this to a wording that results in not being allowed to receive compensation for services only, but that allows reimbursement of incurred costs if acting in a volunteer capacity. Effeietsanders (talk) 12:03, 16 March 2012 (UTC)

1 or 2, yes. / I read it (second sentence) that the "services" are compensated. Maybe Sebastian can write what he concretely meant; it is the idea that the members of the secretariat are paid. Ziko (talk) 13:18, 16 March 2012 (UTC)

Art 4 has three provisions:

• The members of the Secretariat are compensated by the Association for expenses incurred in discharging the powers and duties of their office. - That means they get their expenses reimbursed, just like the council members.
• They will also receive a compensation for their services, the amount of which will be determined by the Council and which will neither be increased nor decreased during the period for which they have been elected. - That means they also, in addition to reimbursements, receive something like a salary for their work. The council decides how much that is, and it can't be changed in the middle of a term, but could be changed, for example, for period after re-election.
• They may not receive any other compensation from the Association, the Wikimedia Foundation, or any Chapter. - This means that they can't get paid in another way by the Association and can't get paid by the foundation or the chapter either. In other words, they can't be simultaneously serve in the secretariat and be hired by the foundation or a chapter. This is mostly to avoid undue influence. sebmol ^? 14:53, 19 March 2012 (UTC)

Regarding your second question: they would get their travel expenses paid for by the association, just like the council members. The idea is that actually all the expenses of the association will be paid for by the association, with income generated through dues from the chapters. So it's not Chapter X paying for expense A and Chapter Y paying for expense B, C and D. The association is a separate entity with ownership over its own resources without too much dependency on any one chapter. sebmol ^? 14:56, 19 March 2012 (UTC)

I did understand your intention behind these clauses I think. However, my first question was about making it possible to also only appoint 1 or 2 people in the secretariat, and not 3 (SG, VSG + 1 other). My second suggestion was for the scenario where the staff member would also become active as a volunteer somewhere. In my personal opinion, that is behavior that should be applauded - although I know that other people don't necessarily share that opinion. I can very well imagine that this staff member who is also volunteer would like to participate in an activity - as a volunteer. And that for this activity travel costs would be incurred. And perhaps even that (not knowing how high this salary is, or even if it is full time) this person might want reimbursements of these costs. In that case, I think it would be unwise to 'forbid' that - but rather to simply work out those details in regulations that are easier to change than this high level Charter. Hence, I suggested to change its wording to such effect that no compensation for time and effort would be allowed by other wikimedia entities, but that the question about actual costs remains open. Effeietsanders (talk) 09:36, 22 March 2012 (UTC)

Judicial Board

(Sec.D) A Judicial Board has been introduced. However, its functions have not been defined. I suggest to add a function description, at least in broad terms. Effeietsanders (talk) 12:03, 16 March 2012 (UTC)

Originally called "Arbitration Committee" but name changed because we already have an ArbCom in en.wp and because "committee" sounds like an ordinary council committee. The word "arbitration" / "arbitrates" should appear anywhere, actually.Ziko (talk) 13:20, 16 March 2012 (UTC)

That still leaves much room to guess what its function would be. I suggest to come up with a function description which is more specific, and include that. For example: "The Judicial Board will have the authority to resolve issues concerning XYZ between the members of the Association. Further tasks, temporary or permanent, can be added through a special resolution of the Council." Effeietsanders (talk) 13:42, 16 March 2012 (UTC)

Its function is to take care of conflicts that arise under the charter. It's intentionally open ended in that in the charter. The council can pass resolutions to further specify details, but that's implied everywhere. sebmol ^? 13:44, 16 March 2012 (UTC)

Even this broad function is not clear for me from these articles. The reason why I added the explicit 'can be defined' is to make clear that to add a role there would be no need to change the charter (which is and should be hard). Please bear in mind that these articles should also be clear and self explanatory to people who have not followed your extensive discussions. Effeietsanders (talk) 13:54, 16 March 2012 (UTC)

It's in the words "has the judicial power of the association", e.g. the power to resolve disputes and interpret the governing rules. The same way, the council has the power to make rules inferior to the charter, as a consequence of having the "legislative power". Do you have other wording that makes it more clear? sebmol ^? 14:47, 16 March 2012 (UTC)

The section lacks two prerequisites, viz. the legal order according to which the judicial board shall rule (both materially, and in terms of its proceedings), and the basic competence of its members. They have to be lawyers because they have to make legal decisions.--Aschmidt (talk) 10:21, 18 March 2012 (UTC)

While both of these are important points, I'm not sure why they would have to be in the charter. sebmol ^? 10:18, 19 March 2012 (UTC)

I think that's true, it can be decided on later.--Aschmidt (talk) 12:59, 19 March 2012 (UTC)

Joining

(Sec. E) Sounds good. However, I would suggest to either add a formal definition of who/what recognizes as a 'Wikimedia Chapter' (is this after the ChapCom resolution? After the Board resolution? After the incorporation? After signing the contract with the WMF staff?) or alternatively add a formal approval of the membership before it becomes active (then you have more flexibility to let this definition change over time). This would avoid awkward situations in the future. Effeietsanders (talk) 12:03, 16 March 2012 (UTC)

The decision what is a Wikimedia Chapter is permanently left to the Wikimedia Foundation which also holds the trade name. Or did I misunderstand you? Ziko (talk) 13:21, 16 March 2012 (UTC)

That clause was intentional to leave room for future changes to how recognition of chapters happens without having to change the charter. I would expect that the council will pass some resolution defining what "official recognition" means in detail, especially as to what steps must have been completed before a chapter would be considered recognized from the perspective of the council. Right now, the most obvious (and most widely used) definition is approval by the WMF board of trustees. sebmol ^? 13:34, 16 March 2012 (UTC)

Then I guess a statement like "The exact procedure will be defined in an ordinary resolution" would suffice. Effeietsanders (talk) 13:39, 16 March 2012 (UTC)

I don't think it necessary to add that. Ziko (talk) 14:22, 16 March 2012 (UTC)

If you don't add a statement to that effect, it would read that the *only* requirement is this super vague "recognized as Wikimedia Chapter". Which is totally fine of course, but doesn't seem to be what you intended. Effeietsanders (talk) 14:39, 16 March 2012 (UTC)

It is. Every organization that has been recognized as a chapter can join, without any further approval process. What's left undefined in the charter is what "recognized" actually means in detail. It's a term that has a customary definition right now and may get a literal definition by Council resolution later on. sebmol ^? 14:44, 16 March 2012 (UTC)

It can be left to the later Rules of Procedure, also for the case should it ever change who/what recognizes a Wikimedia Chapter. Ziko (talk) 16:25, 16 March 2012 (UTC)

Conclusion

I would like to thank Ziko and sebmol for their draft. It comprises a basic internal corporate constitution that already is pretty complete and that very much makes sense—albeit it still lacks a financial constitution, this still has to be added. Also, we still have to figure out which national legal system will be chosen for the association. However, the main structures of this draft provide a framework within which the laid out goals can be reached. This is why I support it. --Aschmidt (talk) 10:35, 18 March 2012 (UTC)

Can you elaborate on what you mean by financial constitution?

Regarding the location and legal system, this is up to be decided at a later time, once the founding chapters have come to agreement on the structure (so, after Berlin hopefully). sebmol ^? 10:20, 19 March 2012 (UTC)

Well, a "financial constitution" would comprise the rules on who is to decide on the association's annual budget, and for measuring the contribution a chapter has to pay in order to cover the budget, and what action will be taken if a chapter fails to pay its contributions (in time, or at all). The latter part lacks so far. You do not have to include this in the draft, but it should definitely be included in the final version that is signed by the chapters because funding is of fundamental importance to all chapter members and the association, of course.--Aschmidt (talk) 13:26, 19 March 2012 (UTC)

There's a provision that, if a chapter does not fulfill its duties and obligations to the association, the council can take measures (what they are isn't defined here but would be by council resolution) against it and can also, in the worst case, remove it from the association. The draft already contains provisions on who approves the budget (the council), who sets the dues (the council), and that money can be spent only with the permission of the council (mostly through the budget, I would expect). There's currently no provision on how dues are calculated, but that's also something I would not expect in the charter but rather a council resolution. sebmol ^? 14:46, 19 March 2012 (UTC)

What happens in this scenario?

A Council is formed and chapters appoints their Representatives. At the first meeting, the dues for the chapter are decided to be x according to Section B article 1.2. Are chapters then, even if they voted against this level, per Section E, article 2 and 3, bound to pay x with no chance to withdraw? --Ainali (talk) 17:24, 18 March 2012 (UTC)

Only those that have joined the association are bound to pay tributes.--Aschmidt (talk) 17:48, 18 March 2012 (UTC)

I know. The premise of this question was for a chapter who joined the association, sorry for not being clear about that. Ainali (talk) 18:33, 18 March 2012 (UTC)

I would imagine the membership dues would in some sense be proportional to the resources of each chapter, so as to avoid the problem. (As one of the aims of the WCA is to help develop other chapters, I could imagine a yearly membership fee of 1 € for them, and commensurately higher fees for the more affluent chapters.) --Bence (talk) 18:36, 18 March 2012 (UTC)

That seems reasonable. However, what if the chapter's annual meeting finds that fee to be too high? Can they withdraw then or is the chapter bound by this then? Why I am asking this is to get to know if our board has the mandate to join the Council with a charter with this wording or if we need to wait for our next annual meeting (in 9-12 months) to be able to decide this. Ainali (talk) 21:50, 18 March 2012 (UTC)

Surely your board doesn't need a resolution at an annual meeting for every bit of spending... that would never work. I suppose the annual meeting could pass a resolution requiring the board not to pay any more fees, but they can't revoke agreements already entered into by the board. --Tango (talk) 23:45, 18 March 2012 (UTC)

You are correct, not every bit of spending is affected. We have a detailed budget where Y % is for to the board to use wisely on "unexpected costs". So my question is only for the special case where the dues of X > Y. --Ainali (talk) 06:46, 19 March 2012 (UTC)

I don't see that the council can ever stop a chapter leaving. The dues should always be paid in advance, so there isn't any debt to be paid upon leaving. --Tango (talk) 18:48, 18 March 2012 (UTC)

Well, then Section E article 3 should be changed. As I read it now, a chapter cannot "escape" a decision made while they were in the Council even though that very decision is what makes them want to leave. Ainali (talk) 21:50, 18 March 2012 (UTC)

It would help to clarify what kind of "obligations" it means. For the dues, there shouldn't be a problem as long as dues are always paid in advance rather than in arrears. Unless you are behind on your dues, there won't be any incurred when you leave (although you would lose what you've already paid). For obligations, it depends on what the obligations are. Can whoever wrote that bit clarify what they had in mind? --Tango (talk) 23:43, 18 March 2012 (UTC)

Timing is an issue. Once the council has approved the annual budget, which will likely include how much dues will be for that fiscal year, there's bound to be some time before the budget kicks in and dues become, uh, due. If a member chapter does not accept the dues set, it would have to leave in that time period. sebmol ^? 10:15, 19 March 2012 (UTC)

If a chapter wants to be part of the organization, it needs to respect the decision made in and by it, even if it disagrees. So, yes, if dues are set to a certain level, every member chapter will be required to pay that amount or will have to withdraw before the period for which the dues were set starts. At the same time, while no decisions have been made as to funding and the charter deliberately contains no provision stipulating a certain type or structure for dues, my expectation would be that dues will be set to some percentage of a chapter's total annual income so as to ensure some level of equity. sebmol ^? 10:15, 19 March 2012 (UTC)

Of course joining chapters should respect the decisions. That is why I have a concern about the current wording. It is possible that the council decides that there will be no time period before the due starts, it can even be retrocative. Perhaps unlikely, but then why not make it less "risky"? --83.184.213.41 21:27, 19 March 2012 (UTC)

I think it is unlikely that the membership fees would be high enough that it would be worth suing a non-paying chapter for it (as opposed to just writing down the losses from nonpayment), so in an extreme case a chapter could just decide to leave and leave everything behind and the council would simply have to stand by and watch. In normal cases the chapters would know in advance how much next year's dues will cost, and would have until the end of the year to decide if they will leave the next year. The first year is different in that a number of chapters have indicated how much money and resources they can set aside from their budget for this year, and it is extremely unlikely that the agreed on membership fee would be above this for the first year. (Again, for the second year, the given chapter would participate in the discussion and would know in advance how much it can give from its budget so that their membership would accept is – if for some reason the annual fee is still higher, it would have the option to leave the council). –Bence (talk) 21:51, 19 March 2012 (UTC)

I would also add that setting dues and the budget aren't going to be surprise moves that will take hostage of individual chapters at secret meetings. I would expect, like close to everything else that happens in the Wikimedia world and as specified in the charter, the creation and discussion around the budget and the dues will be in public and an approvable proposal will emerge even before any formal vote is taken, leaving opportunity for chapters to express their objections, suggest changes, lobby for their position, etc, all that in a much more open and structured context than what happens so far when budgets are decided. sebmol ^? 22:18, 19 March 2012 (UTC)

And the representatives will take care that their budget will be suitable for different kinds of chapters. Otherwise, some chapters would leave the Association, and that would weaken the whole organization.Ziko (talk) 22:58, 19 March 2012 (UTC)

Alright. I'll have some good faith that common sense will prevail even though the wording would allow for some lawyering. Hopefully an international, multi-cultural group of Wikipedians will have better things to do than that. --Ainali (talk) 17:22, 20 March 2012 (UTC)

Meeting

Art. B.9 requires there to be one real life meeting of the whole council at least every year. I am unsure if this is the most effective and efficient thing to do (making it a requirement in the charter). We currently would end up with ~40 members. If a ticket + hotel would cost on average 1.000 euro (not an unreasonable estimate I'd say), and we add some organizing costs etc, that would come down to ~50.000 euro costs incurred by the Wikimedia Movement for this meeting alone (and we'd have a cheap meeting). This is before anything gets done, any knowledge gets shared etc. This meeting would be primarily political (the council members are not per se the most effective people to share knowledge), and I'm unsure if it would be a good thing to burn so much money on politics alone. I think the council should try to work as much as possible online, because after all the role of the council will be limited. The real knowledge exchange will (according to my understanding of the current draft by Ziko & Sebastian) mainly take place between non-council member individuals and the staff of the Association.

However, I can imagine that an annual meeting of the *members of the association* would be needed/helpful. If we accept this doesn't per se have to be the Council members, that would allow us to turn the Chapters Meeting into this Annual Meeting, or who-ever they are sending to Wikimania, and save quite some costs that way. Or even better, have that online. Effeietsanders (talk) 11:06, 20 March 2012 (UTC)

It makes sense to combine work meetings into existing annual events -- so that, for instance, the annual meeting is a session at the annual chapters meeting, or takes place the day before or after. But you may be right that this can be entirely online. If you can find a way for this group to be the work of 40 representative roles rather than 40 specific people, and work takes place transparently online, you will have finessed many of the limitations of in-person deliberation and meetings in the first place; and will have fewer bottlenecks due to inactivity. (In the embassy model, this would be like having entire teams supporting the embassy's work; most work has no need to identify a single voice or to count 'votes', it is a matter of analysis / translation / data-crunching / communication / assistance / research. In those rare cases where a single voice matters, it may be necessary to drag out the ambassador personally; but in my experience those are normally formalities and may not have a parallel here.) –SJ talk   12:24, 20 March 2012 (UTC)

Yes, the more online the better of course, if it works. And if there is an added value, I agree with Sebmol and Ziko that the council could choose to meet offline after all - but I see no reason to include that mandatorily in the Charter. Effeietsanders (talk) 12:42, 20 March 2012 (UTC)

Even if we want to exclude it on principle, technically, it would probably be a legal requirement to have one meeting a year. (There might be some workaround based on the corporation type we choose, but it is unlikely.) It is also an interesting legal question, whether it would be possible to have this meeting outside the country of incorporation (e.g. at Wikimania or the Chapters Meeting)?

Anyways, I agree that flying 40 people around every year to oversee the small staff that we would have at the beginning might not be the best use of money, but the alternatives have their drawbacks, as well. --Bence (talk) 12:52, 20 March 2012 (UTC)

Lets first think about what we want, before we start drawing conclusions that it is not possible because of the local laws. There are most likely countries where such annual meeting would be possible online. Effeietsanders (talk) 13:33, 20 March 2012 (UTC)

As SJ said, we are already meeting at Wikimania (and Chapters Conference). We will see what are the requirements in the country we will choose. Also, online meetings should not be too often, the main work will be done in committees preparing the documents for the council.Ziko (talk) 20:13, 20 March 2012 (UTC)

Of course I agree online meetings shouldn't be too often as well. My main point here is that I would rather not make it *obligatory* to have a real life meeting of the council members. If it turns out to be practical in one year or another, I guess it would be up to the Council to decide how it would like to meet - online or in real life because 99% happens to be in the same room anyway.

An alternative I proposed if people are against having (potentially) only non-physical meetings in the first place, was to recognize that the chapters are the members of this Association, and that if a real life meeting would be necessary annually, let that be a meeting of the members (the chapters). For that specific, obligatory, meeting they could send a representative dedicated to that, which would allow it to coincide with the chapters meeting, which could then focus on whatever topic is necessary, and no seats would be eaten by the council members. Effeietsanders (talk) 10:23, 21 March 2012 (UTC)

I would agree that the requirement of a "physical" meeting isn't strictly necessary. That there be at least one meeting, however, is definitely good to have in here, just to avoid situations where no meetings are called and business just gets continuously postponed. Requiring at least one meeting also makes it very easy to assess what the council is doing--one can look at the results of that meeting and judge accordingly. That's much easier than having to sort through countless pages on various wikis to get an idea of actual activity. sebmol ^? 14:01, 21 March 2012 (UTC)

Constructive criticism

(crossposted from foundation-l)

Here's a thought. Chapter members are seeking both greater autonomy and a larger piece of the funding pie, under the argument of subsidiarity or decentralization. Implicit in this argument is the idea that a U.S. based non-profit controlling all the strings unbalances the distribution of influence in the movement and leaves diverse local talent and cultural expertise untapped. But you appear to merely shift the problem to Western Europe. The proposed charter includes no protections or guarantees, and indeed no mention at all, of global balance. The document is silent on the different needs and resources of chapters in different areas of the world, and provides no assurance against regional dominance. As it stands, the primary author of this document is a German editor of the German Wikipedia who proposes incorporating the entity in Berlin.

It's worth noting that the European chapters are typically well managed, well financed and well established. The chapters most in need of the assistance and representation offered by the association would appear to be in other parts of the world. While several non-EU chapters have signed on to the chapters council idea, perhaps the draft could be modified to deal more explicitly with the global nature of the proposed association. It might even be worthwhile to consider locating it in South America or India, rather than the E.U.

There is also the question of due diligence. The proposal has no suggestion for where the entity will be incorporated, nor what sort of legal status it will need. These are not minor questions, and the decisions will have serious implications for the organizational model and it's ability to receive and transmit funds. The drafters have chosen to defer consideration of these issues until after the chapters vote to create the association, but given the possible consequences that is a questionable decision.

More generally, I think you should re-evaluate your choice of models. The proposal would create a government-style model, heavy with committees and involved processes and embedded costs. This isn't necessarily the best way to address the needs that have been identified, perhaps because those needs could usefully be more clearly defined. To facilitate communication and representation, a much simpler and easier (and cheaper) solution might be a "Chapter Steering Committee." Composed of board members from all chapters and others as desired, it need not have employees, offices or fancy titles. Meetings (in person or otherwise) and joint statements or actions don't require joint bank accounts or a legal entity.

Further, the role of representing the chapters to the world and to the WMF is not naturally tethered to the role of providing technical assistance. A technical resource group could easily be established by volunteers and funded by donations to provide insight and assistance to new or struggling chapters. This may not satisfy the appetite of some to create an opposing governing organization or fulfill fantasies of bureaucratic achievement, but it should get the job done with far less chance for conflict and dysfunction.

Finally, and with apologies for tl;dr, I'd like to restate my earlier point - this association should be self-funding, and should not make use of any funds from the WMF or the WMF's annual fundraiser. You've already tied yourself to the WMF by allowing it to decide which organizations are and are not eligible to join your association. To retain meaningful independence and to avoid diverting donor funds from their intended use, the association should rely on independently raised funds from participating chapters. Nathan ^T 23:38, 18 March 2012 (UTC)

What difference does it make whether chapters use money from the annual fundraise or from other sources? All the money goes into one pot, so it doesn't make sense to distinguish between the sources of it (with the exception of restricted donations, but donations through the annual fundraiser aren't restricted). --Tango (talk) 23:48, 18 March 2012 (UTC)

A lot of reasons. The WMF controls money from the annual drive, even if the money is funneled through the FDC. Donors to the WMF should be able to trust that their funds are supporting the mission of the WMF; what is an essentially political union of national chapters doesn't exactly meet that definition. Since the drafters seem to expect that the role of the association might include perhaps adversarial interactions with the WMF, it undercuts the position of the ChapCo (and especially its paid staff) to be dependent on the WMF for funding. Finally, the association should succeed or fail through the commitment of its member chapters, not through the diversion of funds provided by the WMF. Nathan ^T 23:53, 18 March 2012 (UTC)

If having the Council doesn't further our charitable objectives, then we shouldn't be doing it. Full stop. It doesn't make any difference where the money comes from. Those that are proposing and supporting this Council think that it will further our charitable objectives. (Obviously, it's administrative spending, but charities are allowed to spend money on reasonable admin.) --Tango (talk) 13:05, 19 March 2012 (UTC)

We have a proposal for what appears to be a meta-meta organisation that is going to cost money. When you are that distant from the projects I would suggest you are likely to get better results from just paying people to produce content. I've got some more specific criticisms I will cover shortly.Geni (talk) 22:08, 19 March 2012 (UTC)

I don't know if that was meant to be sincere criticism. But paying people to produce content obviously isn't a viable option, whether from the perspective of principles or of cost-effectiveness. One of the purposes chapters serve is building and supporting Wikimedia communities in their region, especially with a focus on offline activities. They fulfill, in some respect, the same function for offline Wikimedia work as MediaWiki does for online Wikimedia work. Would we really second-guess spending time and effort on improving MediaWiki or on improving community processes? sebmol ^? 22:15, 19 March 2012 (UTC)

You might want to take a look at similar criticism I left just above on the Hoping I'm wrong subsection. Cheers, --Solstag (talk) 03:54, 20 March 2012 (UTC)

Translations needed

There are some interesting discussions taking place on the German Wikipedia. There are some concerns raised there that I think are worth discussing here. The most relevant is a concern that

1. there are many who would like to weigh in on these matters, including on very specific and practical details, but are hindered by the language barrier.
2. there is a sense of haste by the drafters which may lead them to push for an early conclusion to the discussion at the Chapters Meeting, then locking in the initial group who will spend an important 1-2 years defining this council and its work.

Is there a group working on this issue, and communication in other languages, in advance of the Berlin meeting? Is someone gathering links to discussions in other languages? –SJ talk   12:34, 20 March 2012 (UTC)

Hello, I understand the problem... the number of languages I speak is limited; if translation (paid), then for all languages in question; translate which texts, all discussions? In general, the task of informing the members of a chapter is the task of the chapters boards or staff. Ziko (talk) 20:24, 20 March 2012 (UTC)

Other comments from the German Wikipedia

Two concerns mentioned in recent threads there:

• 'vote buying' is seen as a weakness of the UN (in a nutshell: small countries can easily be influenced by favors which are small in size compared to the contributions to the body made by large countries; but all have an equal vote), and a similar weakness is seen in the model proposed here.

Is this really a major problem for the UN, and how can this be addressed here?

• the discussion here on Meta so far has been by less than a dozen people, many of whom are interested in being members of such a council or are already involved in WMF-Chapter relations. (the implication is not that this invalidates their thoughts, but that there is even less public review and criticism of the ideas proposed than it might seem, since the same 'group' that has drafted these ideas and others like them is commenting on them.) On the other hand, there is clearly a lot of discussion happening within individual Chapters.

Can someone describe the discussions that have happened by email and offline?

–SJ talk   12:34, 20 March 2012 (UTC)

Mostly for simplicity reasons, the principle of one chapter, one vote was put into the current model. That does open the "vote buying" issue. Trying to resolve that even before it's clear whether it will indeed be a problem would mean opening a huge can of worms on how to allocate voting power to chapters (mostly, what would the base be for that? members? revenue? size of editing community? population?). Is one chapter, one vote perfect? No. But done is still better than perfect. sebmol ^? 14:03, 21 March 2012 (UTC)

Regarding your second point, the discussion is indeed mostly among chapters, and there mostly among chapters interested in joining. I don't see anything wrong with that though. We're building something for the chapters that want to move forward to a better environment for them to develop and grow, not for the whole movement or the whole world or really other organizations aside from chapters. It's intentionally a limited focus because, from what we have seen with movement roles (and many other instances, but MR leaps to my mind immediately) where lack of a limited focus has led mostly to very slow progress and very unclear and unsatisfying results. So what we have here is something intended to solve 4 specific problems, and not much more beyond that. I think that sort of focus is definitely a good thing and will more likely lead to good enough results in the near future. The council, as (hopefully) founded in a few weeks, has to be just good enough to likely solve current problems. I'm sure it will keep changing and transforming and, in maybe one or two or ten years, will look very different from what we're discussing today. That's ok because it's basically the same kind of being bold that has served us rather well over the past 11 years. sebmol ^? 14:10, 21 March 2012 (UTC)

«On the other hand, there is clearly a lot of discussion happening within individual Chapters.» I suppose this was meant as a positive comment. It's indeed good that this charter, although the discussion may be quite limited on this particular page, will be approved by chapter representatives, who are accountable to their chapter members, who can discuss it very openly and decide about it democratically (and in their preferred language and context), as in every association. --Nemo 15:24, 24 March 2012 (UTC)

Legitimacy

Is it envisaged that each chapter will conduct a ballot vote (plebiscite) among its members about this decision? --Hubertl (talk) 01:54, 19 March 2012 (UTC)

Just seen, WMDE will do the ratification at the next general assembly. --Hubertl (talk) 02:28, 19 March 2012 (UTC)

It's up to each chapter to decide how they join and approve this charter, or if at all. My personal preference would be a vote of the respective members assembly but, for some chapters, that may not work practically, may not fit the governance structure or just not be appropriate. WMDE will have a formal vote on it at its members assembly at the end of April. sebmol ^? 10:09, 19 March 2012 (UTC)

About appointment of the members of Secretariat & Judicial Board

In section C & D, the job of the Secretariat & the Judicial Board is quite clear & it is indeed very serious. But the process of their appointment is not clear.

For the Secretariat, it is mentioned that The Secretary-General and the Deputy Secretary-General will be elected by the Council, and other Members of the Secretariat will be appointed by the Secretary-General, with the consent of the Council. However, they can not be a member of the Council or hold a position in a Chapter or in the Wikimedia Foundation. So, it is not clear to me where they are gonna come from!

The task of the Chapters Association is going to be quite unique & would require a close association with the movement for a long period. And it is most likely that we would easily find that kind of a person in the Council or in a chapter or who has worked with the Foundation. So, source of the candidates who will be appointed in these positions is unclear (including their background). On the other hand, who will propose a candidate for such a position or how he has to propose is also missing.

The same ambiguity also applies the appointment process of the Judicial Board also. Hope to see some good suggestions. - Ali Haidar Khan Tonmoy (talk) 19:17, 22 March 2012 (UTC)

Hello Tonmoy, member of the Secretariat or Judicial Board can be any suitable person. In a chapter, for example, I could imagine some former board members who could be perfect for such a position. There are also others in chapters or elsewhere in the Wikimedia movement, or people who are originally not linked to the movement. I share your concern about getting good people, but these incompatibilities are important. In the end, we also want the responsibilities shared and many shoulders under the burdens. Ziko (talk) 19:27, 22 March 2012 (UTC)

What you bolded mean they can't hold a chapter or foundation position or be a council member at the same time as serving in the secretariat or the JB. It is definitely possible for a current chapter board member to be appointed secretary general, for example, but he or she would have to resign their chapter board position before they can accept their appointment. The point is mostly to avoid conflicts of interest and to clearly separate responsibilities, not to artificially shrink the pool of potential candidates. sebmol ^? 19:32, 22 March 2012 (UTC)

Actually these are quite confusing. About what Ziko mentioned: some former members can be appointed in the secretariat. Dose it mean a former board member of a chapter or a former regular/general member also? For example, in Wikimedia Bangladesh (like most other chapters), a member of the Executive Committee or EC (the policy making body) is to be elected from the regular members. If you want to appoint an ex-EC member of WMBD in the Secretariat, then it likely to be possible. But to be appointed, does he also have to be an ex-regular/general member of the Chapter? What sebmol has said can be a good option but it needs to be incorporated properly in the charter - Ali Haidar Khan Tonmoy (talk) 19:52, 22 March 2012 (UTC)

What I said is what the charter states. There are no limitations on who can be appointed, i.e. everyone in the whole world is theoretically eligible. There is a limitation while serving in that position though. Would it help if it said: "A Member of the Secretariat cannot simultaneously be a member of the Council or hold a position in a Chapter or in the Wikimedia Foundation."? sebmol ^? 20:05, 22 March 2012 (UTC)

I think that's a better proposition. That makes it clearer. But does it also allows existing regular/general members of a chapter (who are not serving in the Board of the chapter) to be eligible for the posts? - Ali Haidar Khan Tonmoy (talk) 20:21, 22 March 2012 (UTC)

Yes. General members don't "hold a position", i.e. they aren't officers or have some specific, distinct responsibility. sebmol ^? 20:52, 22 March 2012 (UTC)

Definitions

The current language seems very confusing to me, is "hold a position" a well-defined terminology? I'd replace it with something like "holding a corporate body position or a work/service contract". Sorry; I don't know the English terminology: the first would be "carica sociale" in Italian (basically, any [officer] role defined in the bylaws), the second is just being paid for something. Being a member or the volunteer Vice-president for pencil sharpeners (example taken from foundation-l ;-) ) are not such positions. --Nemo 14:23, 24 March 2012 (UTC)

Please see my comments below in "Incompatibilities". sebmol ^? 13:37, 26 March 2012 (UTC)

Common activities

The current language of the art. A1 seems too narrow to me: it's very focused on common interests, but says nothing about common activities. I know that there's "umbrella organization for the Chapters in all other aspects not mentioned before", but this looks too generic. Enhanced cooperations between members (as in the EU), possibly managed by committees as defined below, might be needed as well. Simple example: managing a common website (blog aggregator or whatever). Medium example: hiring a project manager for a project of a subset of chapters, paid by those chapters. Big example: managing the Toolserver, EU lobby. --Nemo 14:23, 24 March 2012 (UTC)

Enhanced cooperation between chapters hasn't been identified as a purpose of the council, but that doesn't mean the council can't work in that direction. The listed purposes aren't meant to be an exclusive and exhaustive list of possible activities. They do provide the general framework and intent of the association, however, and would require somewhat that council activities are aligned with them. I don't have any objections to adding something like "fostering cooperation and joint activities between chapters" as another purpose. sebmol ^? 13:39, 26 March 2012 (UTC)

I think it would be appropriate to add it. - Laurentius (talk) 17:45, 27 March 2012 (UTC)

Bodies

Small suggestion: please add at the end of section A the list of bodies. Section B says things about bodies which have never been mentioned, it's confusing. --Nemo 14:23, 24 March 2012 (UTC)

#Members of the association shows that confusion of language could be a sign of confusion of ideas. --Nemo 14:46, 24 March 2012 (UTC)

I'm not sure what the list of bodies is supposed to accomplish. It would merely help as a sort of index for the charter, but not an exhaustive list of bodies or institutions the association will have (e.g. the council or the secretariat may create committees, task forces, appeals boards, who knows) over the course of its lifetime. sebmol ^? 13:36, 26 March 2012 (UTC)

Charter amendments

Another formal objection... I see that the logic behind this article has been discussed in #Added Arbitration Committee, so I won't comment it although I'm not sure I understand/agree: I'll comment only the formal aspect of the sentence «For an amendment to become effective, it must be approved by a two thirds majority of votes in the Council and accepted by three fourths of member Chapters». It's very confusing.
I think the problem comes from the one discussed #Members of the association: one would think that the council is the assembly of members, and members are obviously those who change the charter; but assembly of members actually doesn't exist, so there isn't any body which can change the charter and the members have to change it separately (this often implies that all members have to sign the new text, three quarters is already quite generous). I can understand the reasons, but be aware that it will be a nightmare; it could be easier to actually have an assembly.
If it stays like it is, please clarify the terminology: «For an amendment to become effective, it must be proposed by a two thirds majority of votes in the Council and approved by three fourths of member Chapters» (italics added). Since the council proposes, and doesn't approve anything, normal majoity could be ok, but doesn't change much. --Nemo 15:05, 24 March 2012 (UTC)

Fine by me. The point here is that charter amendments are the most obvious and most direct way to change the nature of the association. They should therefore be as close to initial ratification as possible, where each chapter for itself decides whether to join (and decides on its own how it comes to that decision, e.g. by board vote, by assembly resolution, by referendum). So, if your wording is less confusing, then let's use that. sebmol ^? 13:34, 26 March 2012 (UTC)

The three powers but the third is weak

Three powers are valid if they are indipendent. In this case the "Judicial board" is not indipendente because "The Judicial Board consists of at least three and at most seven members appointed by the Secretary-General with the consent of the Council for a term of two years". It means that the election done by the Secretary General put it under the control of the executive. I ask to fix it and to think that it can be elected by the Council.

The aim of this body is to control mainly the executive. The executive cannot elect his controller.

In my opinion it could be better to have this body also to manage function of "controlling and auditing" in order to assure the accountability.

Fo instance in Switzerland every bylaws of a NGO association should have a Committee, an Assembly and some Auditors. --Ilario (talk) 17:57, 24 March 2012 (UTC)

Ilario, I was about to write the same thing! It seems more natural to me to have the Judicial Board elected by the Council. I have seen that this was the original proposal, and it has been changed ten days ago: [3]; why? - Laurentius (talk) 20:15, 24 March 2012 (UTC)

Hello, I would'nt say that the JB willbe "under the controll" of the Secretariat. Once elected, these people will be very independent. The election procedure is one of shared responsibility, this will even make their moral standing stronger. Ziko (talk) 20:29, 24 March 2012 (UTC)

Of course the JB will not really be "under the control" of the Secretariat, because the Secretariat cannot remove the JB before the end of its term (nor anyone else can), but the Secretariat will have a strong power on it (maybe the point is that I never fully understood how "X appoint Y with the consent Z" should work - it's seems odd to me...). - Laurentius (talk) 20:37, 24 March 2012 (UTC)

I had made only formal comments, but I was surprised by that passages as well. Simple solution if this is considered a problem: let the Council Chair propose the members (i.e. make it a Council-only election). From a technical point of view, it also seems strange that the Council can remove JB members after election. --Nemo 20:55, 24 March 2012 (UTC)

The selection of JB members is a joint task of secretariat and council. In the current wording, the secretariat nominates someone and the council approves, or disapproves. Only candidates that are acceptable to both bodies will be actually appointed. That gives quite broad legitimacy for their decisions, which I do think is a good foundation. Their independence is protected mostly by the fact that they cannot be removed at will, but only for cause and only if two thirds of the council so vote. It's checks and balances, which doesn't mean that the bodies are totally separate without any influence on each other, but rather that they are very much also tasked to control each other, in the interest of better decision-making overall. sebmol ^? 13:32, 26 March 2012 (UTC)

Anyway it remains the problem that the secretariat select the juridical body. Even if it could act in good faith, this is a problem. It was the same happening in the Ancient Rome where the Emperor elected the Senate. What is clear is that this organization is really in the advantage of the executive and specifically of the secretary general. The secretary nominates the members of the secretariat and the judicial board. There is a conflict. --Ilario (talk) 17:39, 30 March 2012 (UTC)

Council

Probably the better solution may be to have two members per chapters. Some chapters cannot pay this member and probably he will be a volunteer. It's really hard to have a volunteer that would take this position for two years and mainly it's hard that a volunteer can keep it "constantly". It means that a second member per chapter would be appreciated in order to have the maximum participation. The chapter can have only one vote, but have at least two members in the Council.

Another point is to fix the minimum number of the members of the Council to have a "valid" session. With this bylaws it can be sufficient to have at lest one member. In my opinion it should be indicated a minimum of chapters to have a valid session.

How the Council have a session? How many are mandatory? How many members are sufficient to call a session and open a vote?

In addition the Council can change the bylaws but also vote for the dissolution of the Council. --Ilario (talk) 17:57, 24 March 2012 (UTC)

(I thought that usually the Council Members will be volunteers; am I wrong?)

I think that is preferable to have two members per chapter, instead of one, because it's possible that one can't go to a meeting (because he's ill / has other things to do / it's lazy), or one isn't able to follow the Council's work for some time. This is nothing strange for volunteers. We can either:

• have two (equal) members per chapter, thus having two votes per chapter (what's important is that each chapter has the same number of votes, not the exact number);
• have a regular member and a deputy member; usually the only actual member (and the only who have the right to vote) is the first one, but in case he is temporarily unable to do its work the deputy member can stand in for him. - Laurentius (talk) 20:29, 24 March 2012 (UTC)

Hello, good points taken with for the later phase, for the incorporation of the Association; or for the Rules of Procedure. / Council Members will have their (travel) expenses reimbursed by the Association. / The sessions should not be too large with to many people. And if two people are having together one vote - what to do if they are not unanimous about? Not count the vote at all? Ziko (talk) 20:42, 24 March 2012 (UTC)

It's enough to say that there's a single member, who can designate a delegate; or that chapters elect a representative + deputy (lead+follower?). Nemo 20:55, 24 March 2012 (UTC)

1. number of people: I realize that this could be a problem, but I think that it could be worth. However, a simple solution which do not increase the numbers is to have a deputy.
2. votes: of course we shouldn't have one vote for two people. I see two ways:
   • two people and two votes;
   • one regular member and a deputy; the deputy has the right of vote only if the regular member is missing. - Laurentius (talk) 21:37, 24 March 2012 (UTC)

No profit

It's reccomended to have some items dedicated to no-profit. Probably this association will be registered and it suggested to put some items to assure the no-profit aim. --Ilario (talk) 18:03, 24 March 2012 (UTC)

Rules and regulations for what a charter has to contain in order to obtain non-profit/tax-exempt status vary between jurisdictions. Since the decision which jurisdiction will house the association won't be made for a while, it's probably good to wait on such clauses until after that happens. sebmol ^? 13:28, 26 March 2012 (UTC)

Incompatibility

Please specify. For instance the members of the committee (Chapcom, ComCom, etc.), are they eligible? --Ilario (talk) 18:36, 24 March 2012 (UTC)

Hm. Good point. I am also not sure how total the incompatibility should be with regard to chapters; if someone in Wikimedia Nederland is leading the work group Wiki Loves Monuments, does that mean that he should not be eligible for the JB of WCA? ... Ziko (talk) 20:50, 24 March 2012 (UTC)

(edit conflict) This would be solved by my proposal under #Definitions, as those are not roles defined in the WMF's bylaws but created by the board. Nemo 20:55, 24 March 2012 (UTC)

Yes, Ziko, the current language is confused enough and poses that risk. Nemo 20:55, 24 March 2012 (UTC)

Probably there are too many roles and they change too fast for the charter; maybe a solution could be to say in the charter that the Council can set additional incompatibilities. - Laurentius (talk) 21:43, 24 March 2012 (UTC)

"not hold a position" would be interpreted rather broadly, as in, have no distinct function or responsibility. This would include, at least, Foundation or chapter board members, auditors, executives, staff, and project leader, whether paid or not. The point is to have as little dependency between a sec member and any one organization as possible, so their impartiality and interest-free performance isn't jeopardized. Is that a problem? sebmol ^? 13:23, 26 March 2012 (UTC)

It's a problem not to have well-defined restrictions. If you manage to write this in a clear way (maybe excluding the Vice-president for pencil sharpeners) I won't object to it, otherwise the council will have to interpret the charter and there will be not only a discretionary choice but also room for conflicts bewteen secretariat candidates and the council (in the judicial board at least, maybe legal). --Nemo 13:44, 26 March 2012 (UTC)

Can you help me with the pencil sharpeners reference? What is meant by it? sebmol ^? 13:51, 26 March 2012 (UTC)

It's an unrelated joke from foundation-l. I stole it to give a (nonsensical) example of a useless "position" which wouldn't cause any conflict of interest, because I didn't want to mention any person. I can expand... Ziko gave an actual example above: you seem to want to exclude that sort of positions too, right? I don't know if it's the right thing to do, but I surely think there must be some limit and most of all clarity. To give some real examples from WMIT, should the volunteer webmaster, the internal bullettin responsible, the point of reference for Veneto, the responsible of the association's Google calendar, ... all be excluded? More or less all chapters members can be deemed to "hold a position", if interpreted broadly and not clearly defined. Maybe even scholarships or grants recipients? I don't mind excluding everyone (for instance escluding everyone with a "carica sociale" means to exclude our ombudspersons although that's a "useless" position, but they won't mind), but I think we must avoid a discretionary power in whoever will decide who falls under those categories. --Nemo 14:42, 26 March 2012 (UTC)

Treasurer

If the Council will have a budget, is the treasurer member of the Council or member of the executive? May we add to the function of the juridic body also that of "financial controlling"? --Ilario (talk) 18:38, 24 March 2012 (UTC)

Part of the Secretariat, but I guess that there will be a committee of the Council ("committee for auditing", "committee for finances" or something like that; paying professionals to do the actual work). May have to relate to the final incorporations, as well. Ziko (talk) 20:45, 24 March 2012 (UTC)

It's the job of the council to watch over finances and hold the sec accountable for their activities. The JB may become involved if there's a dispute where it can/is asked to arbitrate. So, there could be an audit committee as part of the council, for example, which reviews the annual reports and recommends actions to the whole council, if needed. sebmol ^? 13:24, 26 March 2012 (UTC)

Regarding the position of a "Treasurer", the draft doesn't contain one. That wouldn't stop the council from adding such a position to the secretariat however, if it thinks that makes sense. sebmol ^? 13:25, 26 March 2012 (UTC)

electing the Secretariat

Amm, I don't know if it been asked already, but the Secretariat & deputy is being elected from the council or he don't need to be a member to be elected? and if he was a council member, is chapter sending a new member instead him? (as the Secretariat can't be a council member..).. need to be clear I think.. --Itzike (talk) 21:55, 24 March 2012 (UTC)

If a Council Member resigns from the Council (e.g. for becoming a member of the Sec.), then the chapter in question elects a new Council Member. Ziko (talk) 22:11, 24 March 2012 (UTC)

and to be elected to the sec. he must be a Council member before or can be elected from outside the Council? --Itzike (talk) 00:30, 25 March 2012 (UTC)

In the text are no provisions that a Sec. member must have been a Council Member. Ziko (talk) 08:32, 25 March 2012 (UTC)

Candidates can come from within the council or from outside. My expectation would be that they usually come from outside, though. Either one wants to be an unpaid, part-time chapter representative in the council, or one wants to be paid executive devoting full-time to the success of the chapters. sebmol ^? 13:27, 26 March 2012 (UTC)

This is another thing to check after choosing jurisdiction, if you want to avoid some headaches. In my experience, lawyers and bureacrats can cause all sorts of problems if you don't write something clear, for instance by saying that passive suffrage requires active suffrage or that if you specify a passive but not an active suffrage the former implies the latter. --Nemo 14:26, 26 March 2012 (UTC)

The whole document will have to be reviewed after it has been decided where the association will be legally founded. At the same time, it seems obvious that a jurisdiction would be chosen that would create the least number of problems for the envisioned structure and the least number of changes that have to be made to the draft. In other words: we will pick a jurisdiction that best fits our structure, not a structure that best fits a specific jurisdiction. sebmol ^? 14:31, 26 March 2012 (UTC)

I don't think we should talk about the Secretary-General or other members of the Secretariat being "elected". They are staff and should be appointed in the same way as any other staff - the position is advertised in appropriate places, people that want the job send in their CVs, a short-list of good candidates are interviewed and then the best person gets the job. To use the national government analogy: they are civil servants, not politicians. --Tango (talk) 19:02, 26 March 2012 (UTC)

While I understand your opinion, I'm not sure I understand on what grounds it is supported. The draft is actually rather clear that secretariat members differ substantially from "any other staff", whether by their institutional role, their mode of selection, their fixed term, their accountability to the council, or their distinct powers. They are very much "their own thing" and would more likely be Wikimedians with "political positions" than not. What in the draft supports the assertion, they'd be just like "any other staff"? sebmol ^? 22:44, 26 March 2012 (UTC)

Apart from the use of the word "elected" (which is what I'm disagreeing with), I don't see anything in there that says they aren't just regular staff (albeit with the senior members having fixed term contracts, which I've already said I disagree with). The bit about their compensation is a little strange, though - why doesn't it just say "they will be paid a salary and will be reimbursed for their expenses" (ie. they'll get exactly what any employee of any organisation gets)? That's what it means... --Tango (talk) 23:29, 26 March 2012 (UTC)

The wording is similar to that of representatives, just augmented by a clause specifying that they also receive compensation. That's intentional. They are elected officials who happen to get paid for their service. In terms of status, intent, and role, that makes them closer to the council and JB members than to regular staff. The language merely reflects that similarity. sebmol ^? 15:06, 27 March 2012 (UTC)

Well, I disagree with that approach. I think we would be better off if they were simply treated as staff. This whole complicated system of checks and balances you have come up with is unnecessary and will just confuse things. It is much simpler and more efficient to just have the council of representatives at the top and everything else subordinate to them. Your system is just asking for conflict and constitutional crises. --Tango (talk) 04:50, 28 March 2012 (UTC)

That describes the entire draft charter, not just this specific issue. Nathan ^T 19:37, 28 March 2012 (UTC)

I concur with Tango on this. Too much complexity is being added where there is no real need for such complexity. Craig Franklin (talk) 20:56, 29 March 2012 (UTC).

proposed amendments

This page contains a series of proposed amendments to the March 2012 draft by Ziko and Sebmol.

A1 No Judicial Board

Submitted by

Ivonne Kristiani (WMID), Nikola Smolenski (WMRS)

Content

Remove Section D. Judicial Board is not necessary for the moment.

A2 Rename Council to General Assembly

Submitted by

Ivonne Kristiani (WMID)

Content

Rename "Council" to "General Assembly".

A3 Dues

Submitted by

Ting-Fung Wong (Rover)

Content

Change B/1/2: "To determine the level of dues from the chapters according to each chapter's financial status, so the level of dues should be affordable and reasonable to each chapter"

A4 Membership of the council

Submitted by

multiple

Summary

The draft is changed to such effect that the Member Chapters decide themselves who represents them on the Council. They can thus develop their own internal procedures for this on the details.

This to ensure that the Member Chapters always can trust that their view is being represented on the Council. Votes casted are however final, even if a Council Member is replaced. This changes the model from a parliamentary model to a more representative model, and reinforces the fact that in the end the Chapters – and not the selected individuals – are the Members of the Association.

Proposed amendment

Art.B4 is changed to: "Art. 4 [Replacement of Council Members]: A Chapter may replace their Council Member for the remainder of the term according to their internal procedures by announcing a replacement Council Member to the Chair of the Council. Council Members can be removed by the Council for severe misconduct with a two third majority vote. If a Chapter leaves the Association the Council Member leaves the Council."

Difference

"Art. 4 [Replacement of Council Members]: A Chapter may replace their Council Member for the remainder of the term if the Council Member resigns, has become inactive, or has been expelled by a two thirds majority of the Council due to severe misconduct according to their internal procedures by announcing a replacement Council Member to the Chair of the Council. Council Members can be removed by the Council for severe misconduct with a two third majority vote. If a Chapter leaves the Association the Council Member leaves the Council."

A5 Associate members

Submitted by

Content

Add chapters to be as "associate members".

A6 Sanctions

Submitted by

Bence Damokos (WMHU)

Content

define more precisely what sanctions are available for chapters not fulfilling their duties or obligations

A7 Meeting

Submitted by

Lodewijk Gelauff

Summary

The draft is changed to such effect, that the method of meeting is solely decided by the Council and not by the charter - and that an annual physical (expensive) meeting of the Council is not obligatory (but still possible). The amendment could be expanded if deemed necessary with a specific way to decide the method and place of meeting.

Proposed amendment

Article B9 is replaced with: "Art. 9 [Meetings]: The Council meets at least once every year, and decides itself the method, date, time and place of meeting by majority. Other activities happen online or by other appropriate means. The convocation of the Council is the task of the Chair. One fifth of the Council Members can call for a meeting."

Difference

"Art. 9 [Meetings]: The Council meets in person at least once every year, and decides itself the method, date, time and place of meeting by majority. Other activities happen online or by other appropriate means. The convocation of the Council is the task of the Chair. One fifth of the Council Members can call for a meeting."

A8 Common programs/projects

Submitted by

WMIT

Content

add "to develop common programs and projects"

A9 Simplify amendment ratification

Submitted by

WMIT

Content

leave amendments to the charter to the council

A10 Add financial advisors

Submitted by

WMIT

Content

add financial advisors (auditors?)

A11 No umbrella organization

Submitted by

Simon Studinski (WMDK)

Content

strike A/1/5 completely

A12 No common interests

Submitted by

Simon Studinski (WMDK)

Content

strike B/1/8 completely

A13 Veto/limit on dues

Submitted by

Bengt Oberger & Holger Motzkau (WMSE)

Content

add a veto or limits on dues so a chapter can forecast their contribution

A14 Size of the Secretariat

Submitted by

Lodewijk Gelauff

Summary

The draft is changed to such effect, that the size of the secretariat is set by the Council and not by the charter. The current draft suggests a minimum of three (paid) members of the Secretariat: SG, V-SG and one Other Member.

Proposed amendment

Article C2 is replaced by: "Art. 2 [Composition]: The Secretariat may consist of the Secretary-General, the Deputy Secretary-General and other Members. The Secretary-General and the Deputy Secretary-General serve for a term of two years."

Difference

"Art. 2 [Composition]: The Secretariat consistsmay consist of the Secretary-General, the Deputy Secretary-General and other Members. The Secretary-General and the Deputy Secretary-General serve for a term of two years."

A15 Majority for amendments

Submitted by

Salvador Alcántar & Daniel Bravo

Content

"For an amendment to become effective, it must be approved by a two thirds majority of votes majority in the Council and accepted by three fourths of member Chapters."

A16 Languages

Submitted by

Daniel Bravo

Content

"Art. 8 [Transparency]: The Council conducts its business in public and publishes minutes of its meetings, votes, etc., unless the subject matter requires confidentiality. The official languages used in the Council are English, German, French and Spanish."

A17 Council Members

[This is from the Representation session in Berlin.]

Art. 3 [Members]: The Council consists of its Members. Each Chapter selects one Council Member, by announcement of the Chapter to the Chair of the Council. Council Members serve for a term of one year. Each Council Member has one vote. If a Council Member cannot attend a meeting, he can pass his voting right for that meeting to another Council Member of his confidence. One Council Member cannot cast more than one vote additional to his own."

discussion about Lodewijks amendments

I agree with all those amendments. --Tango (talk) 00:11, 30 March 2012 (UTC)

Section X: The Auditors

Art. 1 [Purpose] The Auditors guarantee that the resources of the Association are used according to the purpose and that transparency is maintained.

Art. 2 [Members] The Auditors are appointed by the Council for a term of two years. They cannot be members of the Council or the Secretariat or hold positions in a Chapter member of the Association.

Specifics for interim-SG

• facilitate creation of a program plan and budget for 2012/2013
• present plan and budget at council meeting in Washington DC
• follow up with chapters on joining and selecting a representative
• call for nominations/candidates for 1st "regular" secretariat
• prepare 1st council meeting
• no compensation will be provided for services, costs will be reimbursed

approved