Talk:Wikimedia Australia/Draft Rules for Wikimedia Australia Inc/Archive

Notes and other proposals

Copied from main page. --Bduke 06:21, 14 January 2008 (UTC)

Association to be Not-for-profit

It has been proposed that we need to add a section to demonstrate that we are a not for profit organisation. It is not clear that is required because incorporation may be only for not-for-profits.

x.1 The Association shall be a non-profit organisation. Specifically -

(a) The assets and income of the Association shall be applied solely in the furtherance of its statement of purpose.

(b) No portion of the assets or income of the Association shall be distributed directly or indirectly to the members of the Association, except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

I have found an academic lawyer wikipedian in Brisbane (Alan Davidson) who has written an academic article on having uniform incorporation laws. I asked him about this point and he replied: "It is unnecessary to add such a clause. By definition a corporation under the Act must be non profit; otherwise it breaches the Act". --Bduke 02:11, 14 January 2008 (UTC)

Please see the Income tax guide for non-profit organisations, specifically page 6 (8 of the PDF) - Nathan Carter (Talk) 20:04, 18 January 2008 (UTC)

Decision making by consensus

It has been proposed that we add a section on our general consensus driven decision making. It is not clear that this is needed in the rules or indeed whether it would be acceptable to the registrar. In any event it could be put in standing orders which would only need the approval of a General Meeting.

y.1 The passage of a motion shall be by way of consensus of where ever possible.

17.2 A motion is passed by consensus if no member present who is entitled to vote blocks the passage of the motion.

17.3 Where a passage of a motion has failed to pass by consensus, a ratio of at least three in favour to one against is required for the motion to be put to a vote as a matter of urgency.

17.4 Where a motion has been put to a vote as a matter of urgency, a ratio of at least three in favour to one against is required for the passage of the motion.

I agree this is quite overkill. How else would we make decisions but by consensus? :) pfctdayelise 13:59, 16 January 2008 (UTC)

I thought it was agreed upon in the past that decisions were to be made by consensus when Newhoggy raised it, either way I am happy for things to be voted on or to be done by consensus - Nathan Carter (Talk) 20:06, 18 January 2008 (UTC)

I think Brianna made the point that we will just work from consensus anyway. Indeed most committees do and we have a head start from our experience on the wikis. --Bduke 04:31, 19 January 2008 (UTC)

Are you talking about consensus among the board members, or consensus among the entire membership? The latter seems unrealistic, and such a clause could easily prevent anything ever changing. Aiming for rough consensus is a good thing, but I don't think the rules ought to state absolute consensus is needed. Angela 10:12, 19 January 2008 (UTC)

I agree. Both Brianna and I were talking about the Committee or those present at General Meeting, not the entire membership. I think the discussion on the list has gone away from specifying consensus in the Rules anyway, but I could be wrong. --Bduke 11:20, 19 January 2008 (UTC)

I believe so too - Nathan Carter (Talk) 00:38, 20 January 2008 (UTC)

On line decision making

It is going to be difficult to draft something that will be acceptable to the registrar. Perhaps this can also be left to standing orders for meetings of the Committee. However, a clause for General Meetings could perhaps be drafted that allowed meeting in several locations, linked by telephone, with each location having a returning officer appointed by the Secretary to convey to the main meetings details of those present and numbers voting on any proposal.

Alan Davidson added this comment to his talk page on enwiki:-

"The most striking thing that comes to mind is that this type of organisation can be spread all over Australia; and indeed internationally. So it is important that you should cater for electronic meetings of some nature. This can be put in the Rules; but it is just as easy to put it in by-laws or standing orders, which can be amended much more easily from time to time".

I think this is wise advice. --Bduke 21:11, 14 January 2008 (UTC)

So... is this covered? It doesn't seem quite there to me? pfctdayelise 14:03, 16 January 2008 (UTC)

I am supporting Alan's advice that we put electronic meetings of the Committee in standing orders at a later stage, but I have no problem with a well written rule addition, provided it will satisfy the Registrar at Consumer Affairs. I will add something about General meetings along the lines of what I proposed in the top para of this section. --Bduke 20:31, 16 January 2008 (UTC)

Officers and Committee members

No change to the model rules is proposed above. There have been suggestions for extra officers to cover "Press" and "Education" with only one ordinary members of the committee rather than two. An alternative suggestion is to just adopt the model rules for now and then allocate the press and education duties among the committee members. After a year or so, a better proposal could be put in a revision of the rules.

Actually upon thinking about this, there is nothing which says that a press and education officer even needs to be on the committee. I just threw this idea out there to see what people thought - Nathan Carter (Talk) 20:09, 18 January 2008 (UTC)

Good point. If nobody on the Committee does the job, we get someone else to do it. If we want them on the Committee they can be non-voting observers, until we decide to change the rules. --Bduke 04:27, 19 January 2008 (UTC)

One reason I suggested having the press officer as part of the committee is that the press like to talk to "someone official". Having better communications with the press is a significant part of what WMAU should aim to do, so it makes sense for the press officer to be part of the committee and be able to go to the press in their official role as part of the chapter. Angela 10:17, 19 January 2008 (UTC)

I would prefer it that way too, and I'm sure that is where we will finish up. The press officer can still be official even if not on the Committee. I suggest we see how it goes and not try to specify too much detail now. I suspect we will find one of the Committee will be doing it anyway. --Bduke 11:16, 19 January 2008 (UTC)

Common seal

The common seal is just a rubber stamp to be used on very rare occasions for legal documents. It has to be approved by the committee. It has been suggested that we do not need this to "be attested by the signatures either of two members of the committee or, of one member of the committee and of the public officer of the Association". Is this required? It is possible that the Registrar will not approve this.

Statement of aims

It has been proposed that we write an document outlining a statement of aims and make this appendix 5.

I think it should be in the rules just so we have a complete outline of the organisation in the one document - Nathan Carter (Talk) 20:07, 18 January 2008 (UTC)

In the IRC meeting, I said we should mention something about hosting and support of conferences and other events, but now I think that's a method, not an aim. Instead, I've cut it down to keep the aims short. Methods of achieving those aims do include education, increasing media awareness, and getting Wikimedians together, but I believe that doesn't need to be part of these rules. Angela 12:03, 7 February 2008 (UTC)

General Comments

These are a few personal comments. I trust this is the appropriate place.

1. To be consistent with the numbering; in rule 2 replace "(1)" with "1.1" and "(2)" with "1.2".
2. Rule 4.6 replace “(3)” with “4.7”.
3. Rule 4.10 – the added part in red is not necessary at the Electronic Transactions Act of Victoria (and in other states) would treat electronic writing as equivalent for these purposes. But you can leave it in to perhaps be clear.
4. Rule 4.11 replace “(6) with “4.10”.
5. Is there a different fee for junior members? If so it should be stated. Rule 4.12 makes the distinction between ordinary members and junior members somewhat confusing. Perhaps add “ordinary” before “member” and insert another rule or sub rule added regarding the junior member. Instead of adding “ordinary” everywhere perhaps there is an easier way. Refer to members as members, and “junior members” as associates”. These terms should be defined in rule 2. Indeed, the current definitions of ordinary member and junior member should be in rule 2 and not rule 4.
6. Rule 10.6(b), 10.7 and 10.8 – add “ordinary” before “members”.
7. Rule 15. The part in 15.3 from “(4) seems to be a new sub rule. Please make this “15.4” and then change “(3)” to “(15.3)”.
8. Rule 19; replace “7(7)” with “7.7”.
9. Rule 23.1 delete both “an” and as an “s” to “member”.
10. Rule 30.2 – replace “(1)” with “30.1”.
11. I suggest that the Appendices in full appear for discussion.
12. “Concession” is not defined. Either it should be defined, or stated that it shall be defined by the committee from time to time.

(Alan Davidson)

Thank you, Alan. I have done all of these except 3, 5 and 11. I think the intention was not to charge junior members less than ordinary members except that they would normally pay the concession rate. We need to discuss the suggestion that "ordinary members" should become "members" and "junior members" should become "associate members". This would perhaps simplify the wording, in that the "ordinary" before "member" could be removed, but I have taken it that our intention is not to restrict the rights of "junior members" except for voting and holding office, so the term "member" would have to be replaced by "member or associate member" in many places. It might be better to leave it as it is. Moving the definitions to section 2 is probably a good idea. --Bduke 05:45, 14 January 2008 (UTC)

Some more points:

• Item 3. I have left that in for now.
• Item 5. See points above, but rule 4.12 does need to be looked at.
• Item 11. The Appendices are at [1]

--Bduke 07:02, 14 January 2008 (UTC)

Junior members and ordinary members

Alan Davidson on his enwiki talk page has made this comment:

"The Act says nothing about age; other than the person nominated to incorporate must be 18; and the public officer must be 18. Might I suggest one class of membership for all. But when nominating the person must include his or her date of birth; so in theory, the committee has the power to reject membership of a person that is “too young”. That might be 15; 12; 10; 5? It is up the committee. But I believe the members of the committee should be 18. After all they are in charge of a corporation; handling money and entering into contractual relations".

I am inclined to accept that and go to a scheme whereby we only have one class of membership, but just specify that members must be over 18 to nominate for the positions of officers or committee members. I'll mark that up as an alternative on the draft in green.

Unfortunately he goes on the say about a trip that starts tomorrow: "I cannot attend the meeting as I will still be overseas at that time. Good luck."

--Bduke 20:47, 15 January 2008 (UTC)

My thoughts, is to add;

*4.17 Individual members must be 18 years of age to vote in any meeting or be nominated to any elected position.
That leaves open the possibility of corporate memberships without the need for any major rewrite of the constitution, also by being stated within membership section clarifies the rights of each member and any necessary changes are able to be simply adjusted by changing the one section rather than looking for various conditions in other sections. Gnangarra 09:14, 16 January 2008 (UTC)

Two points. I see no reason why they might not be elected to some sub-committees that do not take legally binding decisions, so I think the election point should only be for the committee (officers and ordinary members). Second, do we have to stop them voting at General Meetings? The word "individual" can be taken out of your draft. We have not yet considered corporate members and I am not sure of their status in incorporated bodies. I suggest we leave that for later revisions of the rules. --Bduke 09:53, 16 January 2008 (UTC)

Note that Consumer Affairs says there is no required age restriction, except that the Public Officer must be over 18. Do we really want to stop any member from voting or even be on the committee, now that there seems no legal reason to do so? --Bduke 04:25, 19 January 2008 (UTC)

Changes to these draft rules on January 19

I have been through as much as I can of the e-mail list and the comments there. As a result I am making some changes to the draft rules. I will do these one at a time to avoid edit conflicts and summarise each change here. I sense a developing consensus to follow this minimal change to the model rules rather than a complete rewrite.

1. There seems to be consensus that we do not have two classes of member, so I have removed reference to junior members and ordinary members. I have left in (in green) two clauses that limit committee membership, holding office and voting to members over 18. I am now inclined to drop those clauses also but I am not sure there is consensus for it. --Bduke 07:55, 19 January 2008 (UTC)
2. I have added an alternative for clause 35 on winding up the Association. I am not convinced of the need for this but I see that a lot of people are concerned about it, so I have added it. Something on being a not-for-profit is to be added next as this is similar. That may be a bit later. --Bduke 08:03, 19 January 2008 (UTC)
3. I have added a clause defining us as a not-for-profit. As with 2 I do not see the need for it, but others do. I put it under section 1. It can either stay there with a change of title, or be moved. I do not want to renumber everything until we are clear. Earlier I edited the section on appendices. --Bduke 08:22, 19 January 2008 (UTC) On Gideon's suggestion on the list, I have moved it to section 32 which is renamed to "Funds and Assets". --Bduke 21:57, 19 January 2008 (UTC)
4. I have added provision for teleconferencing for Annual and General Meetings. It looks pretty clear that this is as far as we could go on distributing these meetings across the country. The Consumer Affairs documentation allows this, but it clearly has to be in the rules. --Bduke 09:28, 19 January 2008 (UTC)
5. I have added a possible clause for holding committee meetings over the internet. It may get modified after I talk to the Registrar or his representative on Monday. This could be the difficult one. I welcome proposals for rewording this and, of course, all the others. That's it, folks. No more today (unless I spot a blunder in the next few minutes). --Bduke 09:39, 19 January 2008 (UTC) On Gideon's suggestion on the list, I have added a clause in section 29 to allow the presiding officer to confirm identity before a vote. --Bduke 21:57, 19 January 2008 (UTC)
6. Again following a suggestion on the list from Gideon, I have added "Vic" to section 1 to clarify that it is a Victorian Act. --Bduke 21:57, 19 January 2008 (UTC)

Charitable?

If we want any chance of achieving charitable status (though I doubt we ever would), then LexisNexis has this to say as a footnote to the Victorian model rules:

"Rules similar to the additional rr 44–45 for New South Wales (see Pr 25.83 ) are required to ensure that the objects of the association are wholly charitable"

Rules 44 and 45 for NSW are given as follows:

Payment, etc, of office bearers and members

44. A member of the committee shall not be appointed to any salaried office of the Association or any office of the Association paid by fees, and no remuneration or other benefit in money or money’s worth shall be given by the Association to any member of the committee except —

(a) repayment of out-of-pocket expenses;

(b) interest at a rate not exceeding interest at the rate for the time being which is or would be charged by the Association’s bankers for money lent to the Association;

(c) reasonable and proper rent for premises let to the Association; and

(d) in compliance with s 48 of the Charitable Fundraising Act 1991.

Vacation of office

45. Without limiting the operation of r 18, and subject to r 44, the office of a member of the committee shall become vacant if —

(a) the member holds an office of profit in the Association; or

(b) the member is directly or indirectly interested in any contract or proposed contract with the Association.

- Mark 11:21, 19 January 2008 (UTC)

Mark, excuse me for formatting your entry. I can follow it better now. That is interesting. We could add it and we will probably have to later if we seek charitable status. Charitable status, if I understand it right, would allow people to claim donations against tax. We should do that sometime, but let us do things one at a time. We are bound to want to alter the Rules in a year or two. I have no objection to adding something like it, but there are details there that need modifying ( ref to NSW rule 18, 44(d) in Victoria may need to be different, etc). Who or what are LexisNexis and what is your reference to this? --Bduke 11:43, 19 January 2008 (UTC)

LexisNexis is an online subscriber-only database site. It has lots of legal texts, cases, precedents etc. (like these model rules) online, with annotations their editors think are important. It's the best online database of Australian legal information. - Mark 12:08, 19 January 2008 (UTC)

Thanks. I'll look at it tomorrow. My eyes are failing. Time to sleep. --Bduke 12:18, 19 January 2008 (UTC)

Clarification

What exactly does inspection of books mean - Nathan Carter (Talk) 11:24, 25 January 2008 (UTC)

Factsheet 2, which deals with "Matters to be provided for in the Rules of an incorporated Association" includes "The maintenance and inspection of the register of members." (item 1) and "The inspection by members of relevant documents of the association." (item 14). That seems to suggest that all official documents of the association are open to members to inspect. Is this a concern? --Bduke 22:05, 25 January 2008 (UTC)

I was just mentioning it here as it was raised at a concern at Meeting 8 - Nathan Carter (Talk) 21:14, 9 February 2008 (UTC)

At meeting 9 it was agreed that I would inquire about this with Consumer Affairs while the draft was with the Foundation. --Bduke 22:06, 9 February 2008 (UTC)

Aims

The aims need to be worked on. Perhaps we could borrow from Wikimedia Sverige - Nathan Carter (Talk) 11:47, 25 January 2008 (UTC)

These are "Wikimedia Sverige is a non-profit association based in Sweden, independent of political parties and religious affiliations. The association shall work towards making knowledge freely accessible to all humans, especially by supporting the projects of the Wikimedia Foundation. The association shall also work to spread knowledge about the these projects, promote their use, and support technology essential for them." --Bduke 22:05, 25 January 2008 (UTC)

As I suggested on the mailing list, I like the Swedish version, but I do not think we need the stuff in the first sentence on "independent of political parties and religious affiliations". This sounds very Swedish. They have lots of political and religious affiliated organisations compared to Australia. I think we can do without it. --Bduke 02:24, 31 January 2008 (UTC)

I have added both of these as alternatives for the aims in appendix 5 of the draft. --Bduke 10:47, 4 February 2008 (UTC)

General Comments

A few comments

What does “free content” mean (as used in Appendix 5)?

There is a lack of consistency when referring to sub-rules. In 4.2, 9.2 and 30.1 the style is “4.7”, “7.7” and (30.2) respectively; in 6.3 and 7.2 it is “(1)” and (1) respectively. I prefer the former it is much clearer; particularly in rule 19 where reference is made to a sub-rule from another rule. (This reason this arises is that the actual Model Rules use the style “4(2)”, but we have changed to “4.2”. I suggest we use one completely and not a mix.)

Done to be in accordance with model rules, i.e. sub-rules are (4); in different section 9(3). --Bduke 08:14, 4 February 2008 (UTC)

The new “9.4” should be “9.5”.

Done. --Bduke 08:14, 4 February 2008 (UTC)

9.5 and 10.9

• Usually singular can mean plural and plural can mean singular – but I would suggest “Special Resolutions have” be replaced with “a Special Resolution has”. This can avoid an argument that where only one SP is on the agenda the Rules permit teleconferencing. (If there are is more than one SR then clearly there is at least one and the rule would apply). However, is there a reason why we should not have a teleconference where Special resolutions are involved? Section 29(2) of the Act states in part: “A special resolution is passed at a meeting if- (a) of the entitled members of the incorporated association who vote in person or (if proxies are allowed) by proxy at the meeting, not less than three quarters vote in favour of the resolution…” In person can mean at other locations. There seems to be no restrictions on teleconferencing (just on proxies).

proposed for meeting 9. --Bduke 08:14, 4 February 2008 (UTC)

• I would also simplify the wording by omitting “, other than the one where the Secretary is present,” – leaving it the Secretary to appoint himself or herself, or not.

proposed for meeting 9. --Bduke 08:14, 4 February 2008 (UTC)

• I would replace “will” with “must”.

proposed for meeting 9. --Bduke 08:14, 4 February 2008 (UTC)

Rule 19

• Replace “rule 7.7” with “sub-rule 7.7”.

No. "rule 7(7)" is as model rules. --Bduke 08:14, 4 February 2008 (UTC)

• Replace “:” with “.”.

Not sure what is intended here. --Bduke 08:14, 4 February 2008 (UTC)

Before you changed the style back to brackets for sub-rules, 19.2 appeared as 19:2; hence I suggested the colon be changed - no need now. Alan Davidson 14:22, 5 February 2008 (UTC)

New 20.30

• “20.3” should be “20.4”.

Done. --Bduke 08:14, 4 February 2008 (UTC)

• “Replace “officers” with “officers or ordinary committee members” – (I think that is the intention from this discussion page – officers are the 4 positions in rule 21).

I am not sure it is the intention from the discussion at meeting 8, but I'll put it to the next meeting. --Bduke 08:14, 4 February 2008 (UTC)

25.3

I would delete “All”; and replace “and/or” with “and”, as that would have the same meaning in these circumstances.

proposed for meeting 9. --Bduke 08:14, 4 February 2008 (UTC)

29.3

• I am a little confused by this. The word “members” is used, but the rule applies to committee meetings. In this context I would prefer “Members of the committee” (thus referring to officers and ordinary members of the committee.

proposed for meeting 9, but not sure about it as just"members" is the wording in the sub-clause above. --Bduke 08:14, 4 February 2008 (UTC)

• There is no suggested provision that members should verify their identity at general meetings (I take it, this is for the expected teleconferencing).

Well not here which is really about authenticating IRC Nicks but we do not want to confuse the registrar do we? --Bduke 08:14, 4 February 2008 (UTC)

35

The original Model Rule states “In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of in accordance with the provisions of the Act”. The Act contains 5 separate divisions dealing with winding up and cancellation. The provisions permit the rules to state how the assets may be distributed. However, I would add “non-profit” before “organisation”. If you want charitable status, you need to make sure that charitable funds received cannot end up in the hands of a for-profit organisation, or any individuals. There may be special wording needed here. In the mean time I suggest:

• Insert “35.1 In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of in accordance with the provisions of the Act.”

• Renumber the former “35.1” to “35.2”.

• Insert “non-profit” before “organisation”.

proposed for meeting 9. --Bduke 08:14, 4 February 2008 (UTC)

For charitable status I would write to the taxation office and ask if they have special wording needed for the Rules. If this is taking too long, we could incorporate and make necessary changes later (but that would require a Special Resolution; so if there is time I would clarify the tax office’s requirements. (I could be wrong, but I believe the correct body to approach is the ATO; as they determine which bodies may accept tax deductible donations). Rule 37 may suffice.

Who is to be the Public Officer?

is appointed by the meeting that will approve putting the proposal forward, but we have to seek the approval of the Wikimedia Foundation first. --Bduke 08:14, 4 February 2008 (UTC)

Alan Davidson 07:03, 31 January 2008 (UTC)

Free content = "Free cultural works as defined by http://freedomdefined.org/Definition ." pfctdayelise 12:38, 31 January 2008 (UTC)

I have altered the numbering and the format to be strictly as the model rules document. As indicated above I have added in blue the proposals from Alan Davidson. I still have to address his first point, clarified by pfctdayelise above and other suggestions made about appendix 5. I will do that later. --Bduke 08:14, 4 February 2008 (UTC)

Free content

Do we need to define this if it is used in the aims? The Swedish versions do not use it. The earlier version does. If we do, I suspect that the Registrar will not allow a link to a web site on the grounds that it may not be permanent. It would not be easy, or at least brief, to define it without the link. It may not be that important. --Bduke 01:42, 7 February 2008 (UTC)