User talk:Angela/Wikimedia Foundation bylaws new draft

Sj's comments from the Word version:

• free/open content: Make this whatever you want the encyclopedia article about the Foundation to say...
  • fixed.

• I did not incorporate the October-era change about "All board members shall attempt to listen to and represent the broad goals of the project and all interested parties to the best of their ability and judgment. " Just wasn't sure where to insert it. At the end of section 1? A separate section 5?
  • now added.

Unaddressed issues (via email from Sj)

• The current bylaws state that "All trustees must be active (contributing or volunteer) or life members of the Foundation." Unfortunately, we do not currently have an explicit system for identifying contributing volunteers; even thousand-dollar donors do not have that honor. Only Volunteer and Life Members are well-defined. For the sake of consistency, Michael, perhaps you could create a user account on one of the projects? (Else just modify that clause)
  • Michael has an account. Anthere 21:04, 7 Jun 2005 (UTC)
• All other October changes. Many of the changes listed on the wikimediafoundation page linked to above seem to already be covered by the existing bylaws; I just don't understand them.
• The other explicit addition approved in October, which I didn't include (since it was not obvious where it would go) : "All board members shall attempt to listen to and represent the broad goals of the project and all interested parties to the best of their ability and judgment."
  • Added.
• The section on voting for Trustees could use clarification. "The deadline for the issuance of ballots to eligible members shall be no more than thirty days prior to any election date as set by the Board of Trustees." -- could there be an election that only lasted for 10 seconds?
  • Still an outstanding issue...
• A "Disciplinary Board" is mentioned under the "Chair." heading, without details or reference elsewhere. It takes a definite article, suggesting that it is associated with a fixed concept distinct from Arbitration Committees etc; this could be clarified or removed.
  • Removed.

The October changes were mostly about Opt-out and fees. I've now removed all mention of fees and added in a bit on how people can opt out. I added the "shall attempt to listen to" part to the section on powers, though I'm not sure how necessary it is. The part on ballots still needs to be fixed. We really ought to appoint a Disciplinary Board. I guess this was overlooked during the last year. Angela 10:05, 29 May 2005 (UTC)

Current 1.1 draft

Should also update the date of signing, and have all board members sign... +sj | Translate the Quarto | +

---

missions
A. The purposes for which this organization is organized are exclusively religious, charitable, scientific, literary and or educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

Is it a mandatory legal sentence to be included due to our status changes ? or may it be changed ? I find a bit awkward that we specifically mention our purposed might be religious etc... If it it the regular phrasing, no problem. Anthere 19:25, 2 Jun 2005 (UTC)

This was added for the IRS. I think it's just a standard phrasing. Angela 20:31, 2 Jun 2005 (UTC)

It's standard, generic phrasing. The IRS requires that the purposes of the organization be limited to one or more of the statutorily permissible purposes, so most organizations list them all to keep the limitation as broad as possible; you can limit yourself more than usual if you choose. I don't think there's any reason we couldn't just drop the word "religious" if we're more comfortable that way, it would probably just be viewed as a disavowal of having a religious purpose. But we might have to get rid of the Church of Wikipedia (seriously, though, it might impact the extent to which we can officially work with a religious group interested in supporting or distributing the projects, as in Ed Poor's plans to do something with the Unification Church). --Michael Snow 22:40, 3 Jun 2005 (UTC)

membership
I am not entirely sure it is clear that by default, contributors are not members. How do people read this ?

This is related to the dispute that people should not be members by default, so they have to opt in (but there's no means of doing that currently), or they have to vote. Angela 20:31, 2 Jun 2005 (UTC)

Previously, life members did not pay dues. It has been changed and now it is not written they do not. No big deal, but what was the reason for the change ?

I removed it since no one pays any dues. I thought it didn't make sense to say some people don't when we have no system that makes it possible for anyone to pay dues. If such a system is introduced, it can go back in. Angela 20:31, 2 Jun 2005 (UTC)

Same for honorary members...

Or... were all mentions of dues removed to make it clear there is no dues ? Is this legal ?

Yes, all mention was removed since no one does pay dues. I'm hoping this will be checked legally since juriwiki-l was informed of it. I don't see how it could be illegal not to pay dues, and if it is illegal, we have a problem since we're not currently making any attempt to collect dues. Angela 20:31, 2 Jun 2005 (UTC)

Resignation by written request to the secretary is mentionned too many times I think.

Yes. I just removed the duplication. Angela 20:31, 2 Jun 2005 (UTC)

I am not done yet with all of it. I may remove comments as I proceed and "get" it ;-)

Anthere 19:46, 2 Jun 2005 (UTC)

Thanks for your comments. Angela 20:31, 2 Jun 2005 (UTC)

Bylaws vs. Articles of incorporation

Jimbo talked about needing to amend the "articles of incorporation". These are designated as "bylaws". Do we have separate articles of incorporation, or is this all? The IRS certainly seems to consider them as being separate; their Publication 557 (pdf) on tax-exempt organizations says quite specifically that "Bylaws alone are not organizing documents" and that the limitation must be stated in the articles, not only the bylaws. --Michael Snow 22:50, 3 Jun 2005 (UTC)

They are separate but overlapping at the moment. Some of this may later need to be split off from the actual bylaws. Angela 22:50, 7 Jun 2005 (UTC)

On Art. III, Section 2.1

Perhaps this question is very trivial, but it is stick on me, so I release it here ...

Draft says on election like below:

Within Ninety Days of the initial adoption of these Bylaws, two Trustees shall be selected from the Active Membership by a vote of Active Members. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures; they shall appoint two Inspectors of the Election from the active membership of the Foundation to oversee the election procedures, who shall report and certify the results within thirty days of any vote. ... The initial elected trustees will hold office for a period of one year. Thereafter, elected trustees will hold office for two years.

(Emphasis was added by the quoter, not in original)

and it sounds at least to me that it refers only to "the initial and directly succeeding board, hence the first and second terms. And as for appointment of Inspectors, (though it could be presumed), its legitimacy seems only to limit on the first vote.

On the other hand, the current version says:

Within Ninety Days of the initial adoption of

these Bylaws and then annually thereafter one Trustee shall be selected from the Contributing Active Membership by a vote of Contributing Active Members and the remaining trustee from the Volunteer Active Membership by vote of Contributing and Volunteer Active Members. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures; they shall appoint two Inspectors of the Election...

annually, not only on the first vote, and although it seems the drafting version has a bit difficulties to say something around the year three, as for election organisation, the current version seems to me clearer besides two representative status now taken away. [indeed trivial, but I am very bureaucratic in essence and legitimacy is one of my major concerns ... ]--Aphaia | Translate Election | ++ 02:38, 9 Jun 2005 (UTC)

I see what you mean. I'll try and fix this when I'm more awake. :) Angela

This has been removed for now so the simplifed version could be approved before the elections. Angela 14:33, 9 Jun 2005 (UTC)

It became clear to me. Thank you for your drafting and please don't forget our beloved sysadmins at the next meeting ;-) --Aphaia | Translate Election | ++ 14:46, 9 Jun 2005 (UTC)