Talk:Wiki Project Med/Bylaws

Proposal of by-laws

There has been talk of founding Wikimedia Medicine within the state of New York in the United States. Because of this, I copied the by-laws of Wikimedia New York City here and changed the name of the organization to start with a proposal of by-laws for Wikimedia Medicine. Here are the original by-laws - Wikimedia New York City/Bylaws. These have been filed in New York City for the registration of Wikimedia New York City and have previously been approved by the Chapters Committee. Blue Rasberry (talk) 23:14, 29 July 2012 (UTC)

Great so I assume that they will be easy to get accepted. Doc James (talk · contribs · email) 17:57, 28 September 2012 (UTC)

I would presume so. I thought that I recalled that the lawyer said at the August meeting that he recommended conservative and traditional bylaws which should look much the same as any similar group's bylaws. It may be of interest to some people that there is a national United States chapter being proposed to be based in DC, and there is also a by-laws discussion for that group happening at Wikimedia United States Federation/Draft bylaws. I am also participating in the formation of that group. Its chief purpose is to give organizational representation to all Wikipedians in the United States because the United States is unusual compared to other countries for not having an organization which represents all people in the country. Anyone could look at their by-laws for comparison. Blue Rasberry (talk) 18:59, 28 September 2012 (UTC)

Yes agree that a basic set of by laws are best. We can than develop policies and procedures as needed that are independent of the by laws. Doc James (talk · contribs · email) 19:04, 28 September 2012 (UTC)

A few minor changes

1. Have increased the max number of directors to 25. I am wanting different directors from different language versions of Wikipedia as much as possible. We of course already have one Portuguese director.
2. Have increased the terms to two years. If is often useful to elect 10 people initially and than after a year bring another 10 people on board. So that terms are staggered and the board will always have people with some experience in the organization on it.
3. Have changed when the financial reports are discussed to three months after the start of the corporate year to give the treasurer some time to finish them.

Doc James (talk · contribs · email) 18:23, 28 September 2012 (UTC)

I think having more directors is a good thing since we need broad participation from many countries and local representatives are best. I support staggered terms as you say. Delaying financial reports by three years is reasonable and ought to be done. Blue Rasberry (talk) 18:51, 28 September 2012 (UTC)

You mean three months :-) Doc James (talk · contribs · email) 18:57, 28 September 2012 (UTC)

Final questions

We are nearly ready to incorporate in the state of NY. Unless there are further concerns (I will give people a week or two) I will send Peter C a check to cover the costs of incorporation and ask his parents to submit the current documentation. Doc James (talk · contribs · email) 19:05, 28 September 2012 (UTC)

I have not heard anyone voice any concerns about the by-laws and people have checked them out. Blue Rasberry (talk) 01:16, 2 October 2012 (UTC)

Is there any way to include the organisation's mission statement in the bylaws? How immutable are the bylaws; i.e., how complicated is the process for amending them once we've incorporated? I've pinged Peter on his en.WP talk page about this. --Anthonyhcole (talk) 14:58, 2 October 2012 (UTC)

Changing bylaw is a pain and is associated with a cost. Thus we want to change them as little as possible. Doc James (talk · contribs · email) 15:15, 2 October 2012 (UTC)

So we should be very sure they'll do what we want them to do before we cut them in stone. --Anthonyhcole (talk) 15:54, 2 October 2012 (UTC)

That is not the message I would take from this.

The idea is that the bylaws establish the most ordinary and boring organization possible which intuitively matches Western culture's expectations of what an organization is. The mission does not go in at all because that has nothing to do with the business of managing an organization. The mission and purpose and activities are all functions laid upon the machinery of having the organization, and are not as fundamental as the bylaws which are that machine. Most organizations will have nearly identical bylaws. Bylaws typically tell nothing about an organization. They are not immutable but any changes need to be registered with the state and there is no advantage to including more information in the bylaws than necessary.

The part that is set in stone is that the organization will have a board, and that elections will happen, and that no one will steal money, and that the organization will do all of the things common to all similar organizations. I suppose that a rule of thumb could be if there is something you can imagine doing that is not also done by at least 10,000 other organizations in all fields (not just health), then that kind of direction is probably too specific for the bylaws. Hopefully these bylaws are as generic as they can be. Blue Rasberry (talk) 16:03, 2 October 2012 (UTC)

Agree with Lane. Bylaws are just legality, which we want to keep as simple as possible. We can than create policies and procedures independent of these that define the uniqueness of what we do. Doc James (talk · contribs · email) 16:20, 2 October 2012 (UTC)

The proposed bylaws indeed seem to be usual. What I personally find difficult to understand is that members are welcomed from around the world, but only those who are able to join meetings in New York shall be allowed to vote. There will probably be lots of people who can't afford such a travel and thus loose their main rights as members and influence. Shouldn't there be a possibility for (secured) online votes? --Martina Nolte (talk) 23:49, 2 October 2012 (UTC)

Voting is aloud via teleconference. This is how nearly all meeting will occur. Doc James (talk · contribs · email) 00:21, 3 October 2012 (UTC)

People who are not resident in NYC can vote by proxy. A proxy could mean sending an online vote. It may also mean someone speaking by conference call. There is no intention of asking anyone to come to New York City ever, as New York City is one of the friendlier places in the world to allow international organizations to do business in the reasonable way of not expecting people to appear. Blue Rasberry (talk) 01:09, 3 October 2012 (UTC)

Thanks. Fine. AFAIK the possibility of televotes must be named in the bylaws. --Martina Nolte (talk) 10:41, 3 October 2012 (UTC)

+1. The process of voting must be expressly described in the corporation's bylaws. --Aschmidt (talk) 11:22, 3 October 2012 (UTC)

Legal answer, i) yes they can be changed, ii) once a year by majority vote at annual meeting, or during a special vote, iii) 90 days must be allocated between the proposed changes and the vote. Peter.C (talk) 02:02, 3 October 2012 (UTC)

Thank you, Peter. I'm mellowing on the age thing. I think my initial negative response was due to the presence of some pretty immature en.WP administrators. Do you know if there is a legal age for directorships in New York? --Anthonyhcole (talk) 17:39, 3 October 2012 (UTC)

Anyone of any age is allowed to become a director, but they have to know what the hell they are doing. You can't have a 1 month old be a director. Peter.C (talk) 20:46, 4 October 2012 (UTC)

+1. Board members and directors have to be old enough for juridical liability, which normally means: adult at least in their home country. Maybe even adult according to US law as the organizsation is founded in the US. --Martina Nolte (talk) 09:36, 7 October 2012 (UTC)

No international participation – additional participation is needed!

I would like to critisise that Wikimedia Medicine is founded without any international participation. The language versions of Wikipedia and its sister projects were not informed in advance. I participate very intensively in reporting international affairs to the German community, but I did not realise that there is a Wikimedia Medicine at all until yesterday. I also am sysop on German Wikiversity, and I have to say that we were not informed either. User:Jayen466 only last night gave us a hint to these developments. He handed it on to the English and to the German Wikipedia communities, other language projects have not been informed so far. This means that they have not been able to take part in the discussion at all.

I gather that Wikimedia Medicine is designed to manage all WikiProjects on Medicine in all language versions of Wikipedia. This means that there will be restrictions to volunteer authors in the future. This can only take place if all communities have a ample opportunity to take part in the discussions leading there.

An organisation such as Wikimedia Medicine cannot be founded without sufficient participation and representation of all Wikimedia communities. Wikimedia is not an organisation, but a worldwide movement. All authors must have an opportunity to discuss whether they want this change to happen, and in their native language, please.

So would you please allow at least two more months for international discussion. Thanks.--Aschmidt (talk) 11:34, 3 October 2012 (UTC)

The above was posted at Talk:Wikimedia Medicine too, so I've replied there because it has more watchers. [1] --Anthonyhcole (talk) 15:44, 3 October 2012 (UTC)

This proposal was posted to ALL Wikiproject Medicine languages on Aug 21st, 2012. Here is the dif for German [2]. Aug 18th it was added here [3] One of the board members is from Brasil. Doc James (talk · contribs · email) 16:14, 3 October 2012 (UTC)

COI

Section 11. Conflicts Policy

In connection with all actions taken by the Board of Directors or a committee thereof with respect to (i) any contract or transaction between the Corporation and one or more of its directors or officers, (ii) any contract or transaction between the Corporation and any other corporation, firm, association, or other entity in which one or more of the directors or officers of the Corporation are directors or officers or have a substantial financial interest, or (iii) any contract or transaction involving the Corporation which could result in a direct or indirect financial or personal benefit to a director or officer, each such interested director or officer of the Corporation shall:

(a) disclose to the Board of Directors or committee thereof the material facts as to such director’s or officer’s interest in such contract or transaction or as to any such common directorships, offices, or significant financial interest, and

(b) may participate in the information-gathering stage of the Board of Directors or committee’s discussion but will retire from the room in which the Board of Directors or committee is meeting and will not participate in the final deliberation or vote on such contract or transaction.

The minutes of the meeting of the Board of Directors or committee thereof will reflect (a) that the conflict of interest was disclosed, (b) that the interested director or officer was not present during the final discussion or vote of the Board of Directors or committee, and (c) that the interested individual abstained from voting.

Common or interested directors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee which authorizes such contracts or transactions.

All questions as to whether a conflict of interest exists will be resolved by a vote of the Board of Directors in which the interested individual may not vote.

A conflict of interest disclosure statement will be furnished annually to the Board by each director and officer. The disclosure statements will be reviewed annually by the Board of Directors or by a committee thereof. In addition, each director and officer must report promptly to the Corporation any potential conflict of interest as and when it arises. This conflict of interest policy will apply to other employees and agents of the Corporation, as determined by resolution of the Board.

In determining whether to approve a contract or transaction in which a director or officer may have an interest, disinterested directors will take into account the restrictions regarding either self-dealing under Section 4941 of the Internal Revenue Code of 1986, as amended (the “Code”), in the case of an organization classified as a private foundation, or excess benefit transactions under Section 4958 of the Code, in the case of an organization classified as a public charity.

I would prefer that this were reworded so that a person may not be a director of this organisation and have the conflicts described above. I don't think a simple declaration of interest and excusing yourself from part of a meeting is a good enough response. I'm very conscious of the mess WMUK got into thanks to this very idea (that a director can also profit from a commercial arrangement with the organisation). Thoughts? --Anthonyhcole (talk) 19:40, 4 October 2012 (UTC)

I am happy with adjusting the wording. What are you thinking? Doc James (talk · contribs · email) 20:00, 4 October 2012 (UTC)

I would prefer that a lawyer did that. Hopefully there is off-the-shelf/boilerplate language for that. I'll ping Peter and see if we can impose on his folks one more time. --Anthonyhcole (talk) 20:22, 4 October 2012 (UTC)

Section 11. Conflicts Policy - Revised

In no event may (a) the Board of Directors or, (b) a committee of the Board of Directors, or (c) any member of the Board of Directors or (d) member of any committee of the Board of Directors have any interest in, or participation in, any of the following, whether disclosed or not:

(i) any contract or transaction between the Corporation and one or more of its directors or officers, (ii) any contract or transaction between the Corporation and any other corporation, firm, association, or other entity in which one or more of the directors or officers of the Corporation are directors or officers or have a substantial financial interest, or (iii) any contract or transaction involving the Corporation which could result in a direct or indirect financial or personal benefit to a director or officer.

In the event that any of the foregoing occurs, the person or persons who participate in such acts shall be removed from the Board of Directors, from any committee of the Board of Director and from any position within the Corporation as an officer or other capacity of employment or trust affecting the Corporation and shall be obligated to reimburse the Corporation for any damages incurred by the Corporation as a result of such violation.

A conflict of interest disclosure statement will be furnished annually to the Board by each director and officer. The disclosure statements will be reviewed annually by the Board of Directors or by a committee thereof. In addition, each director and officer must report promptly to the Corporation any potential conflict of interest as and when it arises. This conflict of interest policy will apply to other employees and agents of the Corporation, as determined by resolution of the Board.

Here's a draft. Peter.C (talk) 14:45, 7 October 2012 (UTC)

I'm sorry Peter, I thought I'd responded to this suggestion the day you posted it. (Did I do that somewhere else?) I'm much more comfortable with the above formulation. I have replaced the old wording with this. [4] I would be more comfortable if it included "and immediate family members" too, but if anyone has a problem with that addition, I can live without it. I am happy to incorporate based on these bylaws. I'd prefer to get the imprimatur of AffCom before we incorporate but do understand James's wish to conclude the arrangement with the WHO as soon as possible. I'll point Bence to this discussion. --Anthonyhcole (talk) 05:14, 10 October 2012 (UTC)

I am unclear about what the COI policy as written means. Say we at Wikimedia Medicine support a Wikipedian in Residence at Consumer Reports and we want to have members of Consumer Reports on an advisory board. Would this be allowed?

I agree that no board members should have a direct financial conflict of interest. But if I was to fly to Geneva to spend to weeks volunteering at the WHO and they bought me lunch or covered my accommodations while I was their would that be an indirect financial benefit? Some may also argue that the experience I developed working with WHO as a volunteer is also an indirect financial benefit or a personal / professional benefit. Doc James (talk · contribs · email) 19:09, 16 October 2012 (UTC)

Have adjusted the wording slightly Doc James (talk · contribs · email) 03:50, 19 October 2012 (UTC)

I am under the impression part (iii) could be problematic. If the WHO wanted to pay the corporation instead of the individual (for whatever legal reason) to cover food/accommodations to have a Wikipedian in residence (which I am interested in) then that precludes the individual from serving as a board member and/or officer, which I am signed up for (board/secretary). Maybe someone should come up with a theoretical example of when part iii would do more good than harm for discussion's sake? Biosthmors (talk) 05:16, 25 October 2012 (UTC)

Is that not what you just did? It seems to be a barrier to partnership with like-minded organizations. I have no idea what these things should say and would defer to whatever a lawyer says is most usual. Blue Rasberry (talk) 12:07, 25 October 2012 (UTC)

There is never going to be a problem with board members receiving reasonable expenses to cover travel and accommodation when performing duties on behalf of the board. That would include receiving meals, etc. It doesn't matter who pays those expenses (WMMED or the partner organisation), so put that on one side.

There will always exist a potential for mischief-makers to accuse a board member of impropriety if they accept paid work from an organisation which is even tangentially related to WMMED. This would effectively mean that a board member could not be a paid Wikimedian-in-Residence and vice-versa. It is indeed a barrier to working for a like-minded organisation whenever there is some sort of partnership between WMMED and that organisation. --RexxS (talk) 13:07, 25 October 2012 (UTC)

Above, Peter says, "i) yes [the bylaws] can be changed, ii) once a year by majority vote at annual meeting, or during a special vote, iii) 90 days must be allocated between the proposed changes and the vote."

Here WhatamIdoing, says, "in my experience, amending bylaws for a US-based corporation takes about ten seconds—the ten seconds that usually elapses between a Board chair saying 'All in favor' and 'Motion carried'." and "§602 of the New York code doesn't seem to impose any time limit. It also says that bylaws are unnecessary at the time of incorporation, which means that they could be adopted months later and that a vote of the Board is adequate rather tan a full membership vote. We need to figure out where that 90-day provision is coming from. Perhaps it's something special for New York-based non-profits?"

This seems to be born out by the section she links to. If the bylaws can simply be changed by board fiat, and if we can add the bylaws after incorporation, then there is no reason at all to delay incorporation.

If it turns out we do need bylaws up front before incorporation but they can be changed at the whim of the board, I don't care really what the bylaws say at this point. If, however, we do need them for incorporation, and they require three months notice and majority member support to change, I think they should reflect the practice we intend following: they should clearly rule out a sitting board member or a board member's immediate relative being employed or paid (other than reasonable expenses incurred representing the corporation or executing the duties of a board member) by the corporation or its partners.

I'd like to get that cleared up.

On the question of COI, User:Blue Rasberry withdrew from the proposed board of directors because he is a paid Wikipedian in residence at The Consumers Union, and User:Biosthmors will be excluded from holding a seat on the board of directors if he is appointed to the upcoming Wikimedian residency at WHO, if we adopt the above proposed COI bylaw or similar policies. Both will be welcome, and their membership would be extremely valuable, on the advisory board, though.

Personally, I think losing these contributions to the board of directors is an unfortunate but necessary downside to a robustly independent board. However, I expect the board of directors will be listening very carefully to the advisory board, and mostly just implementing programs approved by the membership. --Anthonyhcole (talk) 05:55, 26 October 2012 (UTC)

Okay sounds reasonable. What about speaking fees? I assume that the expectation will be that any would be donated to the organization? Doc James (talk · contribs · email) 06:38, 26 October 2012 (UTC)

My advice would be to avoid any consideration of fees. No board member may receive any financial advantage from their work on behalf of WMMED, so it's probably best to speak for free or indicate that a donation to WMMED would be appreciated in lieu of any fees. What do others think? --RexxS (talk) 22:44, 26 October 2012 (UTC)

Seems reasonable. --Anthonyhcole (talk) 06:52, 27 October 2012 (UTC)

It's often useful to consider specific scenarios, and what you want to have happen. So consider this one: Doc James is on the board. He goes into private practice or into a small clinic. His medical practice—he's the owner, or one of them—wants to set up a deal with WMMED, maybe to sponsor an edit-a-thon at a medical conference entirely at his own practice's expense ("Fellow physicians, if you're sick of patients getting bad information off Wikipedia, then show up in Room 134 to fix the errors in the articles. Sponsored by Maple Street Clinic, which is mentioning its name here only so my accountant will write this off as advertising expenses").

Do you want that kind of thing to happen? And do you really want to kick Doc James off the Board if he were to do something like that? WhatamIdoing (talk) 23:45, 27 October 2012 (UTC)

Hum good point. I plan to do most of my projects with funding from my medical corporation as I am not big into fund raising. I however see Wikipedia as an extension of my teaching of medical students as thus justify it as that. I guess some might read the COI policy as restricting my corporation from self funding my activities. Doc James (talk · contribs · email) 23:58, 27 October 2012 (UTC)

The reason everybody goes with the un-revised version is because of this sort of highly advantageous transaction. A Board member owns an office building and wants to rent it to the non-profit at a substantial discount. A Board member owns a print shop and wants to provide free or low-cost printing. That would be prohibited here. WhatamIdoing (talk) 02:58, 28 October 2012 (UTC)

Okay I am convinced. I do not think we should be trying to break new ground within the by laws. Doc James (talk · contribs · email) 03:53, 28 October 2012 (UTC)

I'm not. I am very uncomfortable with directors in commercial arrangements with the corporation. Very. I'll think about this but I'm not persuaded yet. --Anthonyhcole (talk)

With respect to the COI policy, legal advice states "The usual COI policy is that (i) officers and directors have a conflict, they must disclose the conflict, (ii) in no event may the conflict harm the entity and cause the officer or director to receive money from the entity and (iii) if the Board of Directors does not approve the conflict then the Director/officer must either not engage in the conflict or resign as an officer or director. Also, if the person who has the conflict is a Director, he must recuse him/her self in the decision making process."

However the bylaws are not a required part of incorporation in the state of NY and are required when / if we apply for a tax exempt status. Doc James (talk · contribs · email) 15:39, 28 October 2012 (UTC)

What's called self-dealing—the problematic kind of transaction between an organization and a Board member's (or key player's) business—is not just a bad idea: it's absolutely illegal. The only kind of transaction you can effectively prohibit is the kind that benefits WMMED. The normal rules permit beneficial contracts to WMMED but not harmful contracts (which are already prohibited by law). You seem to want to prohibit the beneficial contracts, too. Why would you want to do that? How would making WMMED pay full cost for everything from a stranger, instead of low-cost from a Board member, help WMMED reach its goals?

As a general statement, the normal rules have been developed by thousands of smart people over decades, to cover all the kinds of situations that come up. I really doubt that anyone here is going to be able to suggest a material improvement on them. WhatamIdoing (talk) 15:45, 28 October 2012 (UTC)

Let me think about this. The notion of directors awarding contracts to each other just doesn't sit well with me, while it is the directors who determine whether the contract is beneficial to the corporation. Give me time. --Anthonyhcole (talk) 16:37, 28 October 2012 (UTC)

Could you clarify your first two sentences, they seem to me they contradict each other?

As an outsider, I would find it a bit uncomfortable if the organization had dealings with the companies of board members. It might seem beneficial to WMMED, but it blurs the lines in giving the board member's company revenue, or publicity, and I don't see how it is not a conflict of interest (the board member might encourage programmes that require the services of a company he owns; if he is not careful, he might have access to information - e.g. the quotes independent companies have given - that helps his company win the contract). -Bence (talk) 16:06, 28 October 2012 (UTC)

Sure so if my company offered to pay my travel expenses to speak at conferences in the developing world to promote WMMED you would oppose my company providing this funding? If that is the case where do you expect most of the funding to come from? Note that currently nearly all the funding to run the projects with which I am involved comes from my corporation and I am sure that this will continue for the foreseeable future. Doc James (talk · contribs · email) 17:19, 28 October 2012 (UTC)

There is a slight difference between your company paying you and WMMED paying your company; however, even such sponsorship raises questions (i.e. would they support any WMMED member, or only if you give the conference; does their sponsorship have an effect on your speeches, or the decisions you make in the name of WMMED), that you as a group should really, really think through. (And perhaps consult WMUK on their experience and recommendations, including the eventual results of their governance review). -Bence (talk) 17:51, 28 October 2012 (UTC)

In reply to your questions: would they support any member, no, does their sponsorship effect the talks, no, affect my decisions regarding WMMED, no. By the way it is a one person corporation (one shareholder, me, one employee, me) Currently most outreach is done by people paying for by themselves. Doc James (talk · contribs · email) 18:02, 28 October 2012 (UTC)

What if it wasn't a one man corporation, but perhaps something bigger with its own interests (e.g. one that had its Wikipedia article, or whose products had articles)? -Bence (talk) 18:07, 28 October 2012 (UTC)

We will deal with this on a case by case basis if this situation was to arise. I have no interested in trying to figure out every thing that could possibly go wrong ahead of time and preparing for it. Doc James (talk · contribs · email) 18:10, 28 October 2012 (UTC)

Sure, I was just trying to build on the example you provided. (Posting here in my personal capacity, btw). --Bence (talk) 22:24, 28 October 2012 (UTC)

┌─────────────────────────────────┘
The notion of directors awarding contracts to each other just doesn't sit well with me, while it is the directors who determine whether the contract is beneficial to the corporation. Most Boards manage to do this without too much trouble, probably because most Board members aren't in a position to receive any contracts. In practice, it typically looks a lot more like "Quick, let's all accept this massive discount from his business, before he has a chance to change his mind" than "You scratch my back, and I'll scratch yours". There's very little opportunity for back-scratching because most members don't have relevant resources to contribute this way. (A typical Board makeup is one-third domain knowledge, one-third major donors, and one-third fundraisers. It's usually only the one-third that has money that is involved in such contracts.) In fact, a lot of Boards specifically seek out potential members for the explicit purpose of getting these favorable contracts. Printers find themselves recruited by charities that do a lot of printing, journalists and marketing experts by those that live and die with publicity, large, low-skill employers by homelessness, drug addiction, and prison-rehab groups, farmers and grocery store managers by food pantries, etc. Lawyers and accountants are targets for everyone. (I talked to a tax accountant a couple of years ago who has been solicited so many times that he now responds immediately to any tentative feelers with a refusal to join the Board and a suggestion that they contact his department's secretary to arrange for a free audit by one of his junior staffers. He knows that's what they're really after in asking him to join the Board, and everyone seems happy with his system.) You suggest above that one concern is Board members getting paid to do relevant work. For example, imagine that an organization wants Doc James to speak about the beauties of MEDRS standards. They are willing to pay both his expenses and a small speaker's fee. It's obviously reasonable to cover his expenses for travel. Why would it be a problem for him to be given a hundred dollars as a token payment for his time (time that he could have spent earning far more money in his regular profession)? In this situation, does it actually matter if he's on the Board or not? How exactly could WMMED be harmed by him getting paid a little money for his time—especially if the alternative is that he can't do the work because he can't afford the time away from work otherwise? Or, as another example, consider a Board member who could take three months off work as an unpaid sabbatical. Assume you'd love to have him working full-time for WMMED on an important project. He's lined up a grant that will pay him a small salary. Who would be harmed if you hired him temporarily? If you can't trust the Board to decide whether this familiar person would be a good employee, then how could you trust them to hire anyone at all? WhatamIdoing (talk) 16:10, 29 October 2012 (UTC)

Thanks WAID. Excellent points. I agree that we should not go with a harsher COI policy than the standard one. There are bad people in the world but no COI policy will change this. We as the board of directors must use common sense which is not codefiable in law. I hope that even if you will not join the board that you will continue to provide anonymous feedback.Doc James (talk · contribs · email) 21:12, 29 October 2012 (UTC)

Examples to decide

There is some talk above which I interpret as a choice between the following two options:

1. Wiki Med should have a conflict of interest policy in its by-laws which is like the policy of practically all other non-profit organizations in the legal jurisdiction of its founding
2. Wiki Med should have a radical conflict of interest policy in the by-laws, setting two precedents:
   1. Making Wiki Med decisively exclusive of conflict of interest even in cases which other organizations would never call conflict of interest
   2. Including the conflict of interest definition in the by-laws, when it is not normal to do such things in this jurisdiction

Personally, I have a bias against putting the onus of defining conflict of interest on Wiki Med because this group is not big enough to fully discuss such things nor does it have resources to conduct legal research to say how things ought to be. I would love for Wiki Med's conflict of interest policy to be something like "Wiki Med will follow the conflict of interest policy representing the international consensus of Wikimedia chapters and the Wikimedia Foundation" rather than having this organization do the awful work of trying to develop a universal policy to please all others internationally, perpetually, and with no guidance from anyone with legal or philosophical qualification to develop something so lofty. I completely agree that Wiki Med should adopt a solid conflict of interest policy; I just dispute that this group should be solely responsible for writing and defending it and that it should go into the by-laws if the same is against legal advice for this jurisdiction.

Above, Bdamokos says "I would find it a bit uncomfortable if the organization had dealings with the companies of board members", Anthonyhcole says, "they should clearly rule out a sitting board member or a board member's immediate relative being employed or paid... by the corporation or its partners" and RexxS says, "There will always exist a potential for mischief-makers to accuse a board member of impropriety if they accept paid work from an organisation which is even tangentially related to WMMED". Below I am listing some kinds of people who I think ought to be considered for board membership, but all of them have "dealings with the companies", are "paid by the corporation", and accepting paid work very strongly related to Wiki Med. Could I ask that someone go through this list and state who should and should not be allowed on the board of this organization? Assume that all of these people are promoting the development of health articles through Wikipedia while being paid by their employer to do so.

1. A university professor participates in the campus ambassador program by editing and telling her class to edit
2. A graduate student being paid to go to school edits Wikipedia articles
3. A community educator at a health nonprofit organization organizes Wikipedia edit-a-thons
4. A government employee of a department of health which donates local health infographic media to Wikimedia Commons
5. A public health worker who teaches people to search on Wikipedia to read health
6. A nurse at a clinic which prints Wikipedia articles on paper and gives them to patients
7. A senior researcher at a commercial pharmaceutical company who edits Wikipedia and encourages other scientists to do so
8. A doctor works at a hospital and somehow finds free time while at work to edit Wikipedia
9. An Internet consultant for health organizations
10. A political lobbyist who advocates for government funding to be used to promote health education
11. Anyone who in any context both is employed in a health-related field and who contributes to Wikimedia projects
12. A medical authority who has no interest in Wikipedia and who works for an organization with no interest in Wikipedia

Some of the conversation above seems to me as if people are planning to exclude all of the above people. Which of these are welcome on the board and which are not, and why? Is the proposal only to allow people on the board if they either or both (1) do not work in health care or (2) do not edit Wikipedia? Is it possible for someone to receive a health care paycheck and not somehow benefit professionally from being on the board of Wiki Med? Blue Rasberry (talk) 17:27, 28 October 2012 (UTC)

My 2 cents: Editing Wikipedia or working in health care should not inherently be a conflict, but I would very carefully think through the issue when a board member is paid from outside for a WM MED branded project (e.g. being paid to edit certain articles, providing training; being a Wikipedian in residence), especially when WM MED provides parts of the funds or gives its name (and later, perhaps the Wikimedia trademarks), but even in general. You might want to consult the WMUK and WMF board members how they think about the issue. --Bence (talk) 18:00, 28 October 2012 (UTC)

I am sure we would do this if any questionable circumstances where to ever arise. Doc James (talk · contribs · email) 18:04, 28 October 2012 (UTC)

I am suggesting you consult them on the design of your policy, so that 1) movement experience is utilized and 2) the likelihood of questionable circumstances is diminished. If you put this much effort into creating this COI policy, you should do well to make it right. -Bence (talk) 18:09, 28 October 2012 (UTC)

We already consulted with Wiki UK and our previous COI policy was the same as theirs. Doc James (talk · contribs · email) 18:11, 28 October 2012 (UTC)

@Bence: I'm a trustee of WMUK and have volunteered to serve on the initial board of WMMED. I have been doing my best to advise the founding members of WMMED on what pitfalls to avoid (COI being a prime example). I should add that I've been heavily involved in writing this year's FDC bid for WMUK, so I hope to be in a good position to advise WMMED on applying for WMF funding at some point in the future. Hopefully that will go some way to alleviate some of AffCom's concerns about the incorporation of WMMED. --RexxS (talk) 22:10, 28 October 2012 (UTC)

Thanks RexxS, I am glad to hear it. --Bence (talk) (Posting here in my personal capacity; and interested in my other hat in seeing how this conversation progresses.) 22:17, 28 October 2012 (UTC)

The newly proposed language has a lot of unintended consequences. It prohibits "any contract or transaction between the Corporation and any other corporation, firm, association, or other entity in which one or more of the directors or officers of the Corporation are directors or officers or have a substantial financial interest".

That sounds very high-minded, but it means that RexxS can't be on the Board, if WMMED were ever to partner with WMUK for anything, even something trivial. A contract that says "WMMED will have a major training event in the UK, and WMUK will provide volunteers to direct traffic" would require RexxS to resign. This language also prohibits Jimmy Wales and the other WMF trustees from joining the Board of WMMED, and any WMMED directors from being elected to the WMF board, because you are planning to have "a contract" (for affiliation) with the WMF. I really don't think that you all want to be doing this. WhatamIdoing (talk) 15:35, 29 October 2012 (UTC)

Yes we do not want to disallow these sorts of relationships. I have returned the by laws to how they where before which was the same as WKUK.

As faculty at UBC the policy would seem to exclude me from being on the board if WMMED was to partner with UBC (which we did in this effort [5]). It is impossible to get rid of COI completely. We as the board of directors simply need to determine that all relationship in which COI is present benefits the goals of WMMED to a greater extend than anyone personally and this can only be determined using common sense on a case by case basis. Doc James (talk · contribs · email) 21:02, 29 October 2012 (UTC)

Name of the corporation

The name at the top of the proposed bylaws is "WIKI MEDICINE, INC". Is that still the name we'll be incorporating under? --Anthonyhcole (talk) 05:58, 10 October 2012 (UTC)

Hopefully if it is available. Doc James (talk · contribs · email) 03:52, 22 October 2012 (UTC)

Notice by mail

Here it says "Notice of each special meeting of the Board of Directors must be given to each director not less than two days before such meeting. Notice will be deemed to have been given when it is deposited in the United States mail." I doubt we'll ever announce meetings this way, but if first class mail takes 2 days then you could conceivably get a letter in the mail the day of a meeting. It sounds odd. Biosthmors (talk) 02:20, 5 October 2012 (UTC)

Agree. Kind of old fashioned. It also says "Notice may also be given by telephone or sent by facsimile transmission, telegraph, courier service, electronic mail or hand delivery." So not really a bit deal. I have adjusted. Doc James (talk · contribs · email) 03:13, 5 October 2012 (UTC)

In the interest of practicality I would rework this section to suit the specifics of WikiMed. (I.e. cut the notice in the New York newspaper, and probably communication methods other than e-mail, telephone and normal mail). –Bence (talk) 14:13, 21 August 2013 (UTC)

Agree that bit was silly and I have cut it. Doc James (talk · contribs · email) 15:09, 21 August 2013 (UTC)

Incorporation

It has come to my attention that you are planning to incorporate in a near future. I would advise you not to do that before getting an explicit say-so from the Affiliations Committee (that's the general procedure). odder (talk) 07:11, 10 October 2012 (UTC)

(user:odder is a member of the Affiliations Committee. --Anthonyhcole (talk) 09:44, 10 October 2012 (UTC))

Sure. However to form an affiliation between the WMF and another organization both organizations sort of need to exist in the first place. I, as well as a few others, disagree with the processes this organization and their predecessor have in place.

While I have no issue with hearing their advice, that this group wishes ultimate control over the incorporation of new organizations with no intention of being involved directly in said new corporations is a little strange. Doc James (talk · contribs · email) 14:30, 19 October 2012 (UTC)

The second is kind of the wish of the WMF Board of Trustees, the organization you wish to affiliate with – I am sure they would be happy to receive proposals on how to change the system. In the mean time, whether rightly or wrongly, it is difficult to achieve your goal of affiliation by directly flouting all the prerequisites of said affiliation. --Bence (talk) 15:54, 19 October 2012 (UTC)

Hey Bence. Can you provide me with the list of WMF board of trustees who explicitly support the current arrangement or provide me a link to said support.Doc James (talk · contribs · email) 16:00, 19 October 2012 (UTC)

This might be a good starting point: http://wikimediafoundation.org/wiki/Resolution:Affiliations_Committee_Charter; you might also want to talk to Bishakha and SJ, as the Board liaisons to Affcom. --Bence (talk) 16:03, 19 October 2012 (UTC)

Thanks. Doc James (talk · contribs · email) 16:30, 19 October 2012 (UTC)

Some possible AffCom observations

I will list here some possible observations AffCom could have during a thorough review of the bylaws. At this point, these are my personal suggestions and predictions that I am providing to help facilitate your thinking. I will start with a little bit of preface on how an AffCom review generally works:

Normally, AffCom reviews bylaws of affiliate applicants in the third stage of the recognition process: usually we have two members compile their observations and the rest of the committee engage based on them before the review is posted. This review usually includes suggestions based on the criteria for thorgs, and best practices and experience learned from other organizations, with some questions related to the specific context of the organization under review. The review is usually meant as a genuine conversation starter for the organization in question to reach solutions that are best of them, rather than being a prescriptive set of recommendations (although there might be issues that unless solved to the satisfaction of AffCom, could prevent the recognition process moving forward – these could include bylaw provisions that remain incompatible with the criteria, or in extreme cases the manner the organisation reacts to our suggestions being incompatible with the movement's values). Usually organisations amend their proposed bylaws based on our review, and in case AffCom is satisfied with the answers and changes provided, we move to the next stage of the process where we forward a recommendation to the WMF Board to approve the organisation.

Due to the structural nature of the AffCom review process, where reviews are conducted by volunteers based on a small set of firm criteria, a big but different cloud of background knowledge and experience and organizational memory, it is entirely conceivable that repeated reviews of the same bylaws could result in different issues, questions and problems being identified. That is why we see the review as 3 parts dialogue, 1 part negotiation, and 1 part prescription; and that is why I can only provide a general sense of what an AffCom review could surface about these bylaws.

Nevertheless, with the similarity of these bylaws to that of WMNYC, I do not expect that there would be major faults identified, but there will certainly be a multitude of possible improvements or discussions to have based on lessons learned since WMNYC was founded and the differences in nature between a local organization and a global one. Bence (talk) 14:54, 21 August 2013 (UTC)

With that prologue in mind:

• Art 2. Section 3. Notice: see discussion above
• Art 2. Section 4. Quorum: It is usually quite difficult to calibrate quorum requirements to serve both as safeguards against hijacking the organization (either by a new group, or by the existing group changing the bylaws in an unexpected way) and at the same time as not crippling the organization's ability to have quorate meetings. While there is no hard and fast rule, AffCom would probably suggest you rethink the quorum here, as 10% of members is a bit low, and it will take a while to achieve a 1000 members (where the one hundred votes will become the lesser of the two). Personally I would suggest an arrangement where the quorum is higher as you have few members, and becomes a bit lower as you grow (e.g. 15 members or 33%, whichever is higher, or something similar). // Similarly with Art 3. Sec. 9. We might suggest a higher quorum for the board (e.g. 50%).

Changed quorum for the board of directors to 50%. With respect to members I would prefer to keep the "whichever is lower wording" rather than switch to a higher wording. We could use different wording for different numbers of members. Changed it to lesser than 50 or one-fifth. Right now we do not have 15 official members. Doc James (talk · contribs · email) 13:49, 23 August 2013 (UTC)

• Art X. Sec 2. The possibility to amend the bylaws by the Board itself, will probably be generally discouraged.

Yes, I am just concerned that if we pass these bylaws. And then upon further review affcom wants more changes needing a full meeting of the membership can be a pain. Doc James (talk · contribs · email) 23:29, 23 August 2013 (UTC)

I think that the hassle factor is a consideration that needs to be kept in mind. People frankly do not want to be bothered with voting unless they see serious problems in the management of an organization. The worst possible outcome is that you need to make a change to the bylaws (changes to bylaws are sometimes forced by changes in state and federal laws), but you can't get enough official members to cast a vote by the deadline. One approach that IMO would probably work well for a group like this is for the board to formally consult the membership (a non-binding vote is one way to do this) but to have the 'legal' vote be taken by the board.

If you are considering the number of members who should be required to participate, you might check in with other chapters and see what percentage of their members show up if they schedule a conference call. Given that you're global and they're not (i.e., no matter when you schedule the meeting, one-third of your members will be asleep), you should expect lower participation in meetings than they get. WhatamIdoing (talk) 02:01, 31 August 2013 (UTC)

Questions that may be asked:

• What are the differences between these and the WMNYC bylaws?
• Art 3. Sec 16 & Art V. Sec 9. : Is there a conflict here? Can non-directors be officers? Do you expect to pay the officers?

Do not expect to pay officers in the foreseeable future. If we had an executive director years in the future this may be a possibility. Doc James (talk · contribs · email) 13:46, 23 August 2013 (UTC)

• Do you have plans to have staff/ED at this point? How far down the line you plan to have them (given that you devote a section to the question in the bylaws)?

May have an intern soon. Doc James (talk · contribs · email) 13:46, 23 August 2013 (UTC)

Possible general observations:

• The language of the bylaws generally seems very complex. As an international organization with non-native speaker members, you might want to explore the possibility of simplifying the language (where legal requirements permit), and/or creating a human readable plain English translation.

Agree simplification is always good. I am however happy to go with what our lawyer suggests. I know one of the legal interns at the WMF was interested in simplification. I wondering if it would be useful if arfcom requested that the WMF legal team put together a boiler plate simplified English set of by-law for future organizations? Doc James (talk · contribs · email) 13:46, 23 August 2013 (UTC)

Hope the above helps your discussions. –Bence (talk) 14:54, 21 August 2013 (UTC)

Thanks. These are all good questions and suggestions and I am interested to see how the group will respond. I look forward to talking to the group about these things. Blue Rasberry (talk) 15:11, 21 August 2013 (UTC)

• We should allow both members and the directors to vote via a website. Thus added this line here [6] Doc James (talk · contribs · email) 14:47, 23 August 2013 (UTC)

More thoughts

I second Bence's prologue here, and will spare you the repeat :) I also have some thoughts, mostly focused on processes. My focus is usually to ensure that the membership has the means they need. Some things might be too detailed for now - then please consider it a suggestion for thought or as a reminder for myself. Effeietsanders (talk) 11:07, 9 September 2013 (UTC)

• Sec.2 Special meetings - One of the main powers of the general meeting is to 'overthrow the board' - if they are going beyond their boundaries. In many chapters, we see rules that a group of members can force the calling of a Special General Assembly, even if the board disagrees. Here, I find that in Sec. 2, but the required threshold for that (2/3 of the voting members) seems a bit high to me. It would make much more sense if a quorum of the members asks for such assembly, it is granted. I believe several European chapters hold thresholds of 10% and it still gets rarely used (its an emergency provision) - and when it is abused a lot, you can of course always change it. I would at the very least strongly encourage to lower it to 50% (if the majority of the members wants to meet... why not?).

Yes do not see 50% as an issue and have changed. Doc James (talk · contribs · email) 17:15, 11 September 2013 (UTC)

• Sec.3 Quorum - maybe this was already discussed, but 'in person', does that also cover teleconference participants (Sec.7 suggests it is something else as they are listed separately)? If so, the quorum seems reasonable to me. Maybe changing Art.III Sec.14 to a more generally applicable article would make sense (let it apply, reworded, to /all/ formal meetings of the association)? Another about this section is the adjournment: this sounds a bit... odd and too easy to abuse to me. Is this a common and often used construction in the US?
• Sec.8 Proxies - Just a suggestion to think about. As you have discussed takeover scenarios - proxy voting is of course the most obvious and easy route. In a number of organizations, they seemed to have a maximum number of proxy votes a person can hold, to avoid that 100 people just authorise one person, and that one person then decides everything single handed for the whole meeting.
• Art.III Sec.2 is a bit confusing to me. Maybe someone could explain? "The number of directors [...] will be fixed by resolution of the members [...]". And then "The number of directors may be increased or decreased by amendment of these By-Laws [...]" ? They seem contradicting to me, or do I miss something? The changing of bylaws by the board was already pointed out by Bence I believe.
• Art.III Sec.3 minor suggestion, to change "until the next annual meeting" to "until the next special or annual general meeting" or similar wording. If a special meeting is called anyway, why not have those elections?

Yes good idea. Doc James (talk · contribs · email) 18:26, 11 September 2013 (UTC)

• Art.V Sec.9 - While I don't have a good solution, I'm a little worried by this section, allowing the board or any committee to set compensations and benefits for officers (a broad term not very narrowly defined either). I would suggest to build in some initial 'okay' from the general membership here. Maybe this is already covered in budget approval, or maybe it would be better to let the creation of paid officer positions to the membership (of course one would not want the membership to determine every detail and the exact amount involved). At the least I'd suggest to remove the 'or any committee' (also Art.VI Sec.3)

Agree that the "or any committee" should be removed and have done so. We do state that directors will not be paid. Doc James (talk · contribs · email) 18:23, 11 September 2013 (UTC)

• Amending the certificate/bylaws: I would probably suggest to implement a supermajority of 2/3 or 3/4 of the members that vote on the amendment.

Per WAIDs comments above I consider such a high bar a bad idea. If the law requires us to change our by-laws and we have made it so difficult we cannot do so in a timely manner than this can cause us significant issues. Doc James (talk · contribs · email) 18:18, 11 September 2013 (UTC)

Changes to Bylaws November 2018

In order to meet issues raised by AffCom following our application, I would like to propose the following changes to the Bylaws. --RexxS (talk) 21:13, 19 November 2018 (UTC)

Proposed changes

Fully enable online meetings

Unlike most other affiliates, WikiProject Med Foundation has a very geographically diverse membership. In order to include as many members as possible, there is a real need to be able to conduct business via online means. The following changes would facilitate voting and elections being carried out without the necessity for members to meet in person in order to make decisions.

Article II Section 4

Add a new paragraph:

"Because the Corporation is an organisation with a world-wide membership, business may also be conducted by resolution conducted online. Any such resolution may be proposed by the Board of Directors via electronic communication. The vote will be conducted on Meta-Wiki and will take place over a period of fourteen days, following a notice period of seven days. For the resolution to succeed, the number of votes cast must be greater than 15% of the current membership or 30 members, whichever is the lesser."

Article II Section 2

Add the words

• ", either in person or online,"

between

• "A meeting of the membership will be held annually" and "for the election of directors ...".

A more realistic quorum for decisions

A concern has been expressed that once a vote of the membership is required to change the Bylaws, we may find it difficult to introduce any beneficial amendments in future if the required quorum is as high as 50 members. Experience of other affiliates suggests that a less ambitious number is likely to significantly reduce the risk of decision paralysis.

Article II Section 4

Change:

• "(i) fifty (50) votes or (ii) one-fifth (20%) of the total number of votes entitled to be cast"

to

• "(i) thirty (30) votes or (ii) three-twentieths (15%) of the total number of votes entitled to be cast".

Three year terms for directors

As organisations mature, the importance in reducing "churn" of the Board membership increases. Having a more stable board helps forward-planning and reduces the likelihood of "entryism". Many charities and non-profits move towards a three-year term for their directors to promote that stability.

Article III Section 2

Change:

• "each director will hold office until the second annual meeting after their election"

to

• "each director will hold office until the third annual meeting after their election"

Changes to bylaws only by resolution of the membership

When WPMEDF was first incorporated, there was a perceived need for the ability to change Bylaws in a simple and timely manner. Therefore the ability to change these Bylaws was granted to both the membership and the Board of Directors. Hopefully, experience in running the organisation has now clarified the amendments needed to ensure smooth running, and the Bylaws should remain quite stable from now on. It is now the case that the potential for misuse of the directors' ability to change the Bylaws outweighs the convenience of simple and rapid changes. It should therefore be sufficient for changes to Bylaws to be a decision to be taken by the membership only, and we should remove the ability of the directors to do so without reference to the membership.

Article X Section 2

Remove the second sentence:

• "The Board of Directors may amend or repeal these By-Laws at any meeting of the Board of Directors, at which a quorum is present, by a vote of two-thirds of the directors present or by unanimous written consent of the Board of Directors."

Comments

• Anyone may comment here. Blue Rasberry (talk) 21:42, 19 November 2018 (UTC)
• Looks good thanks Doug. Doc James (talk · contribs · email) 22:45, 19 November 2018 (UTC)