Talk:Wikimedia Australia/Organisation Group

Structure Investigation

I have done some investigation on the structures that WMA could take, these are below:

Associations

Victoria

In Victoria incorporated associations are required to be audited as per the act - this negates any benefit of this structure. Apparantly we could apply for an exemption, but I have been told that it only applies to "small" associations, something WMA will not fall into.

How small *exactly* would the small association be? Is this in regard to the numbers of members, or what? Turnover each year and such? --Bronwyn Gannan 04:47, 7 May 2006 (UTC).

When I was talking to Consumer Affairs Victoria they told me that it was a combination of members and the activities it undertakes. Then again, they could be wrong - 202.173.184.57 00:08, 9 May 2006 (UTC)Nathan Carter (Talk) 00:09, 9 May 2006 (UTC)

NSW

In NSW incorporated associations are not required to be audited. Odd requirements for trading - specifically the limited buying and selling of goods or the provision of services where those transactions are ancillary to the principle objects of the association. Provided that if the buying or selling of provision of services is with the public, the transactions must not be substantial in number or value in relation to the other activities of the association

Auditing

Auditing is required if we incorporate as a company and if we incorporate as an association in Victoria. In addition, audits are required if we are to fundraise from the general public.

Costs associated with structures

Victorian Associations

• Association registration $104.50 (We would use our own rules, I doubt model rules will suit)
• Application for recognition as a registered Australian body $330
• Annual report lodgement $36.70
• Auditing $700 (may be well more)

That's $1,171.20 altogether, according to the Google calculator.

With auditing exemption it would be $471.20.

I suppose the public officer person will have to shell that out.

It's still small enough for a Wikimedia Foundation grant, though.

--Bronwyn Gannan 06:53, 7 May 2006 (UTC).

I am sure WM would give us that amount as startup capital (although I am not the board LOL) - Nathan Carter (Talk) 00:12, 9 May 2006 (UTC)

The audit would presumably be needed after a year, not at startup, so this is money we could aim to raise over that year. The rest could almost certainly be gained from a startup grant from the Foundation. Angela 11:02, 10 June 2006 (UTC)

NSW Associations

• Registration $98
• Annual reports $42

That's $150 altogether.

This is a sixth of the price for Victorian associations.

--Bronwyn Gannan 06:54, 7 May 2006 (UTC).

I forgot to add the $330.00 for the ARBN registration so that is $480.00 but you dont pay the $42 until the end of the finiancial year - Nathan Carter (Talk) 00:11, 9 May 2006 (UTC)

I think it's unlikely we would not want to fundraise, meaning we do need to audit, and then the costs are not that different between the two states. Angela 11:10, 10 June 2006 (UTC)

Companies

• Registration $330
• Annual review fee $40
• Auditing $700 (may be more)

Most of this depends on what we want to do and of course where the money comes from - Nathan Carter (Talk) 06:17, 4 May 2006 (UTC)

With regards to incorporated associations in Victoria, it seems that (per the definitions section and this fact sheet) auditing would only be required if we recieved more than $200k a year, or had more than $500k of assets, or if WMA fell into a "prescribed" class under regulations (which we might, I don't know what those classes might be).

Also, note that registration is $52.50 if we use the standard rules (which indeed we may not use). Consumer Affairs Victoria has an association incorporation kit which has all of this info. --bainer (talk) 12:10, 6 May 2006 (UTC)

I agree with the functions and purpose of auditing in general/principle, however it is so expensive. Is it a one-off fee? Or does it have to be paid every year? --Bronwyn Gannan 04:50, 7 May 2006 (UTC).

It appears as though the person who I spoke to at CAV was incorrect. I shall make contact again, maybe via email this time. The auditing must be paid every year, the idea is great but the expense isn't - Nathan Carter (Talk) 00:19, 9 May 2006 (UTC)

I'm thinking that we should incorporate in New South Wales, and get the public officer from there (is this applicable to both states?) but operate either in Sydney or Melbourne as the majority of the membership chooses.

It's probably unlikely we will make the sort of money to be audited.

I would like to know more about prescribed classes. The act doesn't tell us anything!

The money will mostly come from the public or from somewhere else. I don't know where else at the moment. If Wikimedia Australia was a company we could be eligible for new business schemes/grants.

And there was something else. Meetings have to be given at three weeks' notice. Like tomorrow is May the 8th, therefore the May 29th is 3 weeks notice.

We're kind of in a deadlock with Melbourne meetings at the moment. And I don't know how the Sydneysiders are going. I would have liked to have reported from here to there and so on. I don't know whether Angela and Tim are one person or two for the purposes of the Melbourne meeting being on the 30th May. It's all very fluid at the moment, so the meeting could be as late as 13 June 2006 if we get enough members. (Who might all be watching the World Cup). Just now not more than five or six are committing to the most popular date, and there are two nearly equally popular dates.

It's all a little complicated. There's limited overlap between those interested in Wikimedia Australia and those who are coming to the Melbourne Meetup, and it's hard to make online and real life information congruent. They seemed to do pretty well last time in March, and it would be good to show the progress we have made since then.

Also I think we should watch very very closely what the New Zealanders are doing. I freely admit that the Kiwis starting a chapter is an excellent motivator for Australian efforts to do the same, and has been since January. They are having a meetup in June. Their online meetings seem to be really tight and well-organised; I think a smaller pool of people to work from. There are 12 people going to come to the Auckland meeting though. (Maybe some Aussies could still come too - I am aware that Angela said that this continent hasn't discovered cheap airfares - what about Virgin Blue or Jetstar?)

--Bronwyn Gannan 07:18, 7 May 2006 (UTC).

I am not all that fussed on where we incorporate, as long as we do :) My belief still is that we should incorporate where the majority of members are located. It makes sense that if say half the membership are from Victoria then the committee would have at least 1 Victorian - Nathan Carter (Talk) 00:19, 9 May 2006 (UTC)

DGR/ITEC

I have gone through some of the old paperwork for the NPO I used to be involved in today and came across information relating to the process for recognition as an Income Tax Exempt Charity and Deductible Gift Recipient. The most important part is that we have to meet the requirements (which I am pretty sure would be "advancement of education") and that we have appropriate non-profit and dissolution clauses in our constitution and/or by laws. An example non-profit clause is: The assets and income of the organisation shall be applied solely in furtherance of the above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered or expenses inurred on behalf of the organisation.

An example of a suitable dissolution clause is: In the event of the organisation being disolved, the amount which remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to any organisation which has similar objects and which is approved by the Commissioner of Taxation as a deductible gift recipient for the purposes of any Commonwealth Taxation Act - Nathan Carter (Talk) 07:23, 5 May 2006 (UTC)

Good idea for a dissolution cause.

We'd better work out the organisations which have similar causes to ours if this thing happens.

And how would somebody at Wikimedia Australia receive bona fide compensation? Would that be like an accountant doing the auditing? I don't see anyone at the Committee of Management doing this, except for travel within or outside Australia.

How would Wikimedia Australia accrue debts and liabilities in the first place? --Bronwyn Gannan 06:57, 7 May 2006 (UTC).

An accountant doing auditing wouldn't normally be classified as a member as they are external to the organisation (that is we hire from outside our membership to get that done). Bona fide compensation is payment for services. Say for example we had a CEO who was a member and wanted to get paid, this would be "bona fide compensation" - Nathan Carter (Talk) 00:28, 9 May 2006 (UTC)

Governance of Wikimedia Australia: Committee and roles and duties thereof

I know we've done a lot of discussion of the structure thus far.

Now I am wondering (and have wondered for some time) what the role of the Committee is.

It will most probably come out of the structure group, and whoever else is able, willing and interested to take on the committments expressed in point 7 of the Constitution (the draft version).

7. The committee shall consist of the following members:

   An executive consisting of:

          1. A president;
          2. A secretary;
          3. A treasurer.

   Non-executive members:

          1. A publicity officer;
          2. A social officer.

8. The roles and duties of the members of the committee shall be as set out in...

9. The committee shall have the authority to:

      1. manage the finances of the organisation, and
      2. manage the activities of the organisation, and
      3. manage affiliations, memberships and activities with other organisations.

What WILL the roles and duties be of everyone? (That would be where we contact other countries to see what they are doing, like Wiki Educational Resources of the UK).

Some of them might have to be sorted out, like the publicity officer. Is this the same person as the public officer who runs the incorporation of the association/company (whatever governance we decide).

Point 9 makes things pretty clear, and to some extent provides a delineation of roles that people can understand. EG: The executive committee deals with the incorporation of the organisation and attendant paperwork which would come under 9.1.

Which is the document which sets out the roles and duties of the committee, or will do so? Would that be in greater detail in the draft rules? And how does this connect with the mission statement, which talks about the activities and affiliations, memberships and activities.

What is even meant by 'affiliations' here? With a particular Wiki project, like Wikipedia or Wikibooks or Wikinews? I can understand 'memberships' and 'activities with other organisations' well enough. They will have to be defined.

Good luck everyone! I would be interested to hear what we think and get in by the 29th May or afterwards.

-Bronwyn Gannan 07:56, 7 May 2006 (UTC).

The committee would be elected by the members of the association.

I would think that incorporation would come under 9.2, but remember these rules technically apply once we are incorporated. When talking about affiliations we would mean relationships with other organisations - What relationship do we have with WMF? What relationship will we have with U3A, etc? - Nathan Carter (Talk) 00:35, 9 May 2006 (UTC)

More investigation

I have contacted some legal people about whether or not online meetings are legal in NSW and have also contacted ASIC (the organisation which registers companies) to enquire about auditing exemptions - Nathan Carter (Talk) 23:10, 17 July 2006 (UTC)