Talk:Wikivoyage Association/By-laws

Distinction from Wikivoyage

I'm sorry, but I'm convinced that the bylaws must be amended before the association can be approved as thematical organisation, for your and Wikimedia projects' benefit.

1. This point, in particular, must be removed: «operating and financially promoting internet systems for the creation, collection and dissemination of free contents with special emphasis on various international Wikivoyage projects».
2. The preamble should be adjusted accordingly.
3. Other parts may be misleading (unless it's just the English translation), like "free information shall be compiled", "So-called Wiki internet systems should be used".
4. A paragraph should be added saying that Wikivoyage association doesn't own, operate, control or represent in any way wikivoyage.org or its community etc. etc. (you can surely copy from some chapter bylaws). Expect multi-million lawsuits if you don't.

--Nemo 20:01, 10 March 2013 (UTC)

Not sure if I understand the reason behind your suggested changes (e.g. #1 is the same wording as in WM-DE's bylaws). Would be great if you could clarify. -- Arne (akl) (talk) 14:48, 15 March 2013 (UTC)

Probably a language problem, but the bylaws must not imply in any way that you operate (run, host, control, own, ...) the wikivoyage.org site. As for the last point, perhaps it's not in WMDE's bylaws because they were the first chapter, but e.g. WMIT (third) already has it and the wording has improved with time. --Nemo 08:36, 19 March 2013 (UTC)

Geographical scope

It would also be nice that the purpose be expanded and clarified to explain how the association intends to pursue its goals. Consequently, you could define and explain what geographical scope you actually need and why. It's currently nominally global, but in practice quite local, if I'm not mistaken: does the association really want to expand its activities beyond the German (and Italian) language world population (and Wikivoyage), now that wikivoyage.org was expanded? If yes, it would be interesting e.g. to know if the German law allows you to hold assembly in any place of the world. --Nemo 20:01, 10 March 2013 (UTC)

Even better: the German registry court allowed WV to hold their assembly online. -- Arne (akl) (talk) 14:40, 15 March 2013 (UTC)

Affiliations Committee comments

Hi! The AffComm members have read and commented your ByLaws. We summarize our observations in following statements. We hope you can read calmously and answer. Congratulations for all your efforts.

• Only for clarification. (§ 1.2) The AffComm hasn't special objection about put your seat in Halle and stay under German law. But we want to know if still remains the original circumstances that motivated you to agree this. Because if you would want to change it, this is the moment.

I am not completely sure, whether I have understood it right. The original intention was quite pragmatic. We started as a German association. We are spread out around Germany. And our treasurer hails from Halle (Saale). So he registered the association at his hometown's court. -- DerFussi 19:42, 10 May 2013 (UTC)

Germany has a long tradition as a constitutional democracy. The German Association law is based only on the Basic Law for the Federal Republic of Germany (the Constitution of Germany) and the Bürgerliches Gesetzbuch (the civil code of Germany). In contrast to the United States the association law is only affected by federal law but not by federal state law. The seat within Germany can be changed as a result of a decision of the General Assembly. Moving the seat abroad means the dissolution of the association, the moving of its assets to another German non-profit organization and the loss of rights toward the Wikimedia Foundation. But German associations can act worldwide. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

I see. Was only a confirmation. If this points are still useful and practical for you, it's Ok for us. Salvador (WMMX) (talk) 04:06, 23 May 2013 (UTC)

• Clarification. (§ 8.1) «Second Chairman» is the same that Vice-chair, isn't it?

Yes, it is. -- DerFussi 19:42, 10 May 2013 (UTC)

It is correct. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

Ok. Thank you. Salvador (WMMX) (talk) 05:12, 14 May 2013 (UTC)

• Minor. (§ 19) Website of association must be updated.

Ok, thanks. We change it during our next meeting. -- DerFussi 19:42, 10 May 2013 (UTC)

We will do it. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

OK. Salvador (WMMX) (talk) 05:12, 14 May 2013 (UTC)

• Important. (§ 5) Have you thought about include in this section something about data protection and privacy policies?

Good point. I am going to check some other by-laws to get some inspirations. Then we will provide a suggestion to you and put it on our next meeting's schedule for resolution in summer. -- DerFussi 19:42, 10 May 2013 (UTC)

Privacy law in Germany is a high-standard, explicitly stated federal law in Germany. It is consistent with the European Convention on Human Rights and the International Covenant on Civil and Political Rights. Therefore, privacy law must not be part of German By-laws. Only law enforcement authorities can restrict this law. Additionally, at the web site real member names are substituted by the nicknames. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

OK. Only as suggestion: you should put this explanation in an accesible place (web site or page on Meta) to potential members for whom german law or european law is not familiar. Salvador (WMMX) (talk) 05:12, 14 May 2013 (UTC)

Probably a Frequently Asked Questions is the right place for this? I agree that German law is already quite strict on privacy, and following the law shouldn't have to be stated explicitely. Thanks for confirming. Effeietsanders (talk) 19:23, 15 May 2013 (UTC)

• Intermediate. A disclaimer about limitation of association responsibility and contents of the project is recommendable.

We handed the project itself over to the WMF. But it may be wise to word a paragraph. -- DerFussi 19:42, 10 May 2013 (UTC)

The Limitation of Liability is part of the Cooperation Agreement between the association and the WMF. § 16.1 of the association's By-Laws states that the assets of the association are the only liability for accounts payable. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

Ok. Thank you for explanation. Salvador (WMMX) (talk) 05:12, 14 May 2013 (UTC)

• Minor. (§ 7.2) Article 2 is duplicated in paragraph 7.

I've changed it. -- DerFussi 19:42, 10 May 2013 (UTC)

Thanks. Salvador (WMMX) (talk) 05:12, 14 May 2013 (UTC)

• Question. (§ 8.1/2) What exactly is the difference between these two definitions of the board? Is relevant if in 8.2 the three associate board members are not mentioned.

The associate board members are assessors. They assist the board and can replace a board member in worst case (leaving the association before the next election is taking place or other unpredictable incidents). I am going to check, whether we should clarify or rephrase it and check the translation as well. -- DerFussi 19:42, 10 May 2013 (UTC)

As told associate board members are assessors without voting power. The are elected in a similar way as board members because the could act as replacement board members in case of the resignation of a board member for instance in the case of death to be able to function. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

That means, at final, only the members mentioned in 8.2 has decision making capabilities, am I correct? I understand the difference that you are describing but is not something that could be infer from wording. Salvador (WMMX) (talk) 05:12, 14 May 2013 (UTC)

Yes. We put it in the FAQ site. -- DerFussi 08:38, 28 May 2013 (UTC)

• Medium. (§ 9.2) As your organization grows bigger, you probably want to change this to something like "three members or 10% of the active members, whichever is larger"

Sounds reasonable. I put it on the meetings schedule. -- DerFussi 19:42, 10 May 2013 (UTC)

A statement like this is reasonable and can be added after a decision of the General Assembly. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

Thank you. Salvador (WMMX) (talk) 05:12, 14 May 2013 (UTC)

• Important. (§ 13.1) In our book, threshold for changing ByLaws is low. Most of associations have a harder majority. We suggest a three-quarters majority. Although, we are open to hear your arguments if current majority is better for you.

The current majority was necessary. Not every member had time to travel to the meetings. Missing 2 members caused no quorum. Meanwhile we have more international members an hold online assemblies only. We are doing to discuss this. -- DerFussi 19:42, 10 May 2013 (UTC)

The bare majority is a common practice in German associations. Changing the purpose of the association in Germany is only possible if all association members agree. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

That makes me sense. Salvador (WMMX) (talk) 04:06, 23 May 2013 (UTC)

• Important. (§ 13.1) (§ 13.2) Since with current wording is so easy change the ByLaws we consider that this section gives too much power to Board members. Are there special reasons for keep this section?

Is your question related to § 13.2? The reasons are the same as above. The intention was not to thwart the associations work in case of problems with the authorities. I (personally) think we should consider to delete this section for more transparency. By the way we never used this rule. -- DerFussi 19:42, 10 May 2013 (UTC)

§ 13.2 gives the right to the board to act within the period of two adjacent General Assemblies within the limits of the By-Laws and the decisions of the General Assemblies. Without this paragraph the board cannot do anything. It is to ensure the day-to-day business. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

Yes, was about § 13.2, sorry.

Changing ByLaws is a day-to-day business? As far as I understand this Board faculty applies only in authorities requirement, changes couldn't wait till next assembly? To avoid mistranslations: When this paragraph tells about "authorities" you are referring to government authorities and not to the authorities of the association, true? Salvador (WMMX) (talk) 04:08, 23 May 2013 (UTC)

Absolutely right. Two "institutions" could be able to force us to change the by-laws quickly. Firstly the government authorites (eg.: registration court, fiscal authorities). Due to new laws they may ask us to add some new paragraphs, if we don't want to pay tax in future... It's just one scenario. Otherwise a lawyer representing a third party can force us to do a change. To Avoid damage to the association we can ask a lawyer to check it and react fast, if necessary. This is the intention of this paragraph.

• Question. (§ 15 & 7.1) Art. 15 defines there is a body of auditors, but this body is not defined in 7.1, is this an oversight or intentionally?

Cash auditors are not an association body by German law. They should check the correctness of the budget and the accounting and report to the General Assembly but they have not any authority to decide in contrast to the board or the General Assembly. --RolandUnger (talk) 10:45, 11 May 2013 (UTC)

OK. Thank you! Salvador (WMMX) (talk) 04:14, 23 May 2013 (UTC)

That's all. Thank you. Salvador (talk) 03:36, 26 April 2013 (UTC)

HI Slavador. I am going to create a kind of FAQ page with these topics. Other users may have these questions as well. So its usefull to provide some answers. What do you think? -- DerFussi 18:26, 22 May 2013 (UTC)

Oh it was suggested above already.... I am going to do it... -- DerFussi 18:30, 22 May 2013 (UTC)

Perfect! Thank you. Please don't forget put in your schedule for next meeting the possible changes proposed to 9.2 Good job. Salvador (WMMX) (talk) 04:14, 23 May 2013 (UTC)

Hello team, thank you for your responses so far! We've been having an internal discussion about the bylaws, and there are a few points, where some AffCom members could use further clarification to help us close this review process.

• How do board elections work, especially when there are more candidates for the same position?
• How can board members resign (do they just announce it to the board, or is there a special procedure)?
• For purposes of board decisions, and in general, do the assessors count? In other words, do you have a 3-member or a 6-member board?

Thanks, –Bence (talk) 12:15, 20 June 2013 (UTC)

And could you confirm that the German version will remain the official version, or will the English translation become official? Probably good to mention at the top of the bylaw page if there is an official version in another language. That way people can check if they are in doubt that the translation is correct. Effeietsanders (talk) 14:02, 20 June 2013 (UTC)

• Board elections are every second year during our annual gathering. If there are more than one candiate we use a plural voting system (simple majority).
• There is no special procedure. They announce it to the board and the first assessor will be promoted to the post.
• Internal decisisons will be made by the board including the assessors (up to 6 votes). The three main board members are authorised to represent the association (e.g.: singing contracts)
• Yes, the German by-laws will remain the official version. I am going to mention it on the pages here as well as on the association'S website. -- DerFussi 18:44, 25 June 2013 (UTC)