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Wikimedia Australia/Incorporation

< Wikimedia Australia

What to do to get incorporated:

(see Consumer Affairs Victoria Associations Factsheet 1)


  • Give at least 21 days notice for a meeting.
  • Hold said meeting.
    • Appoint a Public Officer (PO).
    • Approve proposed statement of purpose
    • Approve proposed rules
  • then the PO lodges the application, lots of paperwork.
  • Wait to hear acceptance from Consumer Affairs Victoria.
  • If approved, hold the inaugural AGM within 18 months of this date and at this meeting, appoint the committee.

Incorporation meeting

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Need to sort out

  • Appoint note takersreturning officers in each location that act as secretary - record attendance, votes etc
  • How can people unable to attend meetups participate?
  • How will link-up work?


Where?

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  • Computerbank, Melbourne (+ Skype/IRC simultaneous meets in other cities?)

Teleconference

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Local numbers:

  • Adelaide +61-8-8121-0007
  • Brisbane +61-7-3102-0132
  • Canberra +61-2-6100-0208
  • Melbourne +61-3-9010-0371
  • Perth +61-8-9467-0004
  • Sydney +61-2-8214-9701
  • For rural folks: 1-800-889-898
  • Passcode 2916797 followed by #

When?

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  • Need at least 3 weeks notice (does it need to be printed in papers?)
  • Need to give notice e.g. to all the people listed on Wikimedia Australia
  • Note Computerbank does business stuff on Fridays and Saturdays so we can't use that venue then.

Let the meeting begin 0500 UTC Sunday 20th April. Please see pages below for details about meetups in specific cities.

To arrange another city meetup, create a subpage and organise a venue and other people to attend.

If you want you can also RSVP on Facebook.


Sunday April 20

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Agenda

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view the agenda ~ edit the agenda

  1. Welcome, and clarification of who can vote. Acknowledgement & thankyou for educationau's conference call support.
  2. Secretary to appoint Returning Officers in each teleconference linkup location to take attendance and votes.
  3. Note that the Wikimedia Foundation has approved the Draft Rules for incorporation
  4. RESOLUTION: Approve the proposed statement of purpose.
  5. RESOLUTION: Approve the Draft Rules.
  6. RESOLUTION: Apply for incorporation as an association under the Victorian Associations Incorporation Act 1981.
  7. RESOLUTION: Appoint Brian Salter-Duke as the Public Officer to incorporate Wikimedia Australia.
  8. RESOLUTION: Affirm the people listed at Wikimedia_Australia/Interim_committee as members of the provisional committee, to serve until the election of the committee at the inaugural AGM.
  9. AOB

If you can not attend in person, either at the Melbourne venue or another venue linked to Melbourne, you can vote by proxy. Print the Wikimedia Australia/Proxy form and then e-mail it to pfctdayelise. Once we are incorporated, people will need to join officially using the Wikimedia Australia/Membership form.

Who?

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Statement of purposes

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Yesterday, among other stuff, I mentioned on the email list that we have to have a statement of purposes when we submit the papers for incorporation of Wikemedia Australia Inc. There was some discussion that these were identical to the "Statement of aims" that we approved as appendix 5 to the rules. I concurred with that.

However, later yesterday, I talked to someone from Consumer Affairs, mostly about the privacy issues and the register of members that has been hotly debated. She made the point that we needed to set things out simply for those who do not know what Wikimedia is. I have therefore changed my mind and now suggest that the statement of purposes we use to incorporate should be the statement of aims from appendix 5 to the rules with extra explanation added. I suggest that the statement of purposes be:-

" Wikimedia Australia Inc. is an independent non-profit association that aims to support and promote the creation and distribution of freely licensed cultural works, especially the projects of the Wikimedia Foundation, and the technology that supports those projects.

The Wikimedia Foundation is an international not-for-profit association that is responsible for the internet based encyclopedia, Wikipedia, that anybody can edit, and the related projects, Wikibooks, Wikisource, Wikinews, Wiktionary, Wikiversity, Wikiquote, Wikispecies, and Wikimedia Commons.

It is also responsible for an annual conference, Wikimania, which we hope to attract frequently to Australia."

Please comment on this suggestion. --Bduke 01:06, 8 March 2008 (UTC)[reply]

I like it except for the Wikimania sentence. I suggest make it part of the previous sentence and change it to, "... as well as an annual international conference, Wikimania" with no statement about what we hope to do. pfctdayelise 06:33, 8 March 2008 (UTC)[reply]
If you change the purpose of the bylaws I think it would be appropiate that you inform the Chapcom and get their approval of any changes. The writing in your official bylaws of wikimedia foundation we always look very careful at. Anders Wennersten 11:57, 8 March 2008 (UTC) (member of ChapCom)[reply]
Thanks, Anders. I emailed Delphine to ask her about this. --pfctdayelise 12:06, 8 March 2008 (UTC)[reply]
Delphine is on maternety leave so better write to the whole Chapcom group. Anders Wennersten 12:13, 8 March 2008 (UTC)[reply]

I do not see that we are changing the purposes of the byelaws. I propose appendix 5 "Statement of aims" is not changed. I am only suggesting adding a single sentence, if we accept merging Wikimnaia with the other sentence, to give a "Statement of Purposes" purely to explain things better to Consumer affairs. It is not really for anyone else. We understand appendix 5. The WMF understands it. It not clear that Consumer Affairs will understand it. --Bduke 13:06, 8 March 2008 (UTC)[reply]

I know that Delphine was extremly sensitve to wordings like W is¨responsibleie you then include in your bylaws a wordning which could be against the WMF definition and could cause legal probelm if your consumer affiar took it as a formal statement. I also know Delhine did not like to state the projects in the bylaws as they can change with time. So what you see as a minor statement about WMF could be seen as contraversialand there for I do think it would be appropiate for you to cehck any writing of WMF before you include ut in your bylaws. Anders Wennersten 17:11, 8 March 2008 (UTC)[reply]
I don't think we need to change it. This is our statement of purposes, not our statement of the WMF's purposes. --bainer (talk) 10:23, 9 March 2008 (UTC)[reply]

It seems we might have been too hasty in approving Wikimedia Australia as a Wikimedia chapter.

It's a bit unusual that a chapter propose bylaws without a statement of purpose, but each locale is different, and we accepted in good faith that Wikimedia Australia had done its research and proposed a document which was most suitable for their unique situation. Now it's been proposed that this clause be added and expanded, which is fine—most chapters have at least a basic definition generically aligning their goals with Wikimedia.

This clause, however, is the single most critical one of a chapter's bylaws, as far as we're concerned, and always the most controversial. In the past it's held chapter approval up for months while discussed and revised, because nuances of wording can result in a lawsuit or worse. I'm frankly stunned that nobody thought to address this with the Chapters Committee.

Looking forward to your e-mail. Austin 22:39, 8 March 2008 (UTC)[reply]

Austin, thanks for your comments. I was perhaps a bit edgy late last night when I made the edit above. Apologies.
The Byelaws (we call them Rules) were not without a statement of purposes. It is called "Statement of Aims" and is appendix 5, at the very end of the Rules for Incorporation page. The recent concern is from a conversation I had with someone from Consumer Affairs in Victoria, the body that approves incorporation. When I said who we were and read the statement of aims to her, she said that we would have to explain what Wikimedia was and went on about what is clear to members is not clear to laymen and the statement of purposes has to be clear to laymen in general and them in particular. I was just asking to add a more explanatory sentence. I understand the point about listing the projects. Perhaps the "Statement of Purposes (Aims)" (renamed everywhere to "Statement of Purposes") might read:-
" Wikimedia Australia Inc. is an independent non-profit association that aims to support and promote the creation and distribution of freely licensed cultural works, especially the projects of the Wikimedia Foundation, and the technology that supports those projects.
The Wikimedia Foundation is an international not-for-profit association that is responsible for the internet based encyclopedia, Wikipedia, a number of related projects and an annual international conference, Wikimania."
or to make it even briefer:-
" Wikimedia Australia Inc. is an independent non-profit association that aims to support and promote the creation and distribution of freely licensed cultural works, especially the projects of the Wikimedia Foundation (particularly Wikipedia), and the technology (particularly MediaWiki) that supports those projects.
Consumer Affairs will have heard of Wikipedia but probably not the other projects. How does one of these alternatives seem to everyone? I think I prefer the first alternative as the second is clumsy and still does not mention Wikimania. --Bduke 22:53, 8 March 2008 (UTC)[reply]
Please read through Austins comments carefully. Your approval as a Local Chapter is directly linked to the wordings of the parts of the Bylaws of critical interest for WMF. And as Austins says, the purpose and writing of relation to WMF and writings of WMF is the most critical part for WMF (and ChapCom). This means any changes of these part Must have the approval of ChapCom (WMF). And the only way for you to get an approval is by sending a formal request of approval to the ChapCom (via e-mail). Your last suggestion of changes are better than the earlier ones, but please note - It is not the right way to work with ChapCom to requesting us to find your revisisons and comment about it on pages like this. The way we work is from formal requests, and as Austin says it can take some time for us to process any requests of change. Please consider the need to be in-line with WMF and do not complicate this issue further. You had an excellet set of bylaws, that we were happy to endorse, let us continue along these lines of good cooperation. Anders Wennersten 08:59, 9 March 2008 (UTC)[reply]
Austin and Anders, I presume it would not be problematic at least to simply change "aims" to "purposes"? This is a mere matter of synonyms. --bainer (talk) 10:23, 9 March 2008 (UTC)[reply]
Anders, I am sorry but we are not expecting ChapCom to find the discussion here. We apologise if we gave that impression. We are trying to decide ourselves here and then we will formally ask ChapCom. Your comments are however very welcome. I agree that our bylaws were excellent, but we not only have to convince the WMF, but we have to convince the people in the Department of Consumer Affairs who approve incorporation in Victoria here in Australia. They told me we should probably explain what Wikimedia Foundation and its projects were. Unfortunately that came out only the other day when I was asking them something else. To explain my role, I am likely to be appointed Public Officer by our first meeting that agrees to seek incorporation. The Public Officer does the submission and will be the point of contact in Wikimedia Australia Inc for the people in Consumer Affairs. The Public Officer submits annual financial reports for example. I hope we can get consensus very soon and then we will formally request approval from ChapCom. --Bduke 10:29, 9 March 2008 (UTC)[reply]
OK, we will await your request of change. Also I want to apologize as I think I misunderstood your line above How does one of these alternatives seem to everyone? as I took it adressed to us in ChapCom while you would have meant your collegues in Wikimeda Australia. Good luck in your establishing activitises. Anders Wennersten 11:22, 9 March 2008 (UTC)[reply]
CAV said we should probably explain? To me that isn't entirely acceptable, either we need to explain it or we don't.
If I remember correctly, the Statement of Aims was based closely on that of Wikimedia Sverige which states - Wikimedia Sverige is a non-profit association based in Sweden, independent of political parties and religious affiliations. The association shall work towards making knowledge freely accessible to all humans, especially by supporting the projects of the Wikimedia Foundation. The association shall also work to spread knowledge about the these projects, promote their use, and support technology essential for them. - I do not see mention of the projects there. I can understand the concern that it needs to be made clear for those who may not know who Wikimedia is but we need to be careful about mentioning the projects for two reasons: 1. We don't want to make it look as though we are responsible for the projects (because we are not) and 2. The projects change over time. I am also not in favour of writing something like particularly Wikipedia as it may be construed as us having a preference towards it over other projects (I know the intention is to list the most well known BUT others may not see it this way) - Nathan Carter (Talk) 19:57, 9 March 2008 (UTC)[reply]

I think, after reading your expanded explanation, that I'm not entirely clear on what legal status appendix 5 has, and it seems I'm not the only one. Calling it a "statement of purpose" vs. a "statement of aims" shouldn't make any difference at all, as far as we're concerned, so hopefully it doesn't come down to that. What I'm concerned with is the additional wording, and what legal implications that entire section has. Austin 18:14, 9 March 2008 (UTC)[reply]

There isn't a problem with the legal status of Appendix 5 as it stands. However, should there be an additional "Statement of Purpose" its intentions will become eroded as there will be a separate document which has the same intention as the first - Nathan Carter (Talk) 19:57, 9 March 2008 (UTC)[reply]

Let me try to clarify a few points, but first let me apologise for perhaps confusing matters earlier.

  1. There should be only one statement of aims or purposes. It should be called "Statement of Purposes" and it should be appendix 5 of the Rules.
  2. Consumer Affairs in Victoria telling me that we should probably explain things more is indeed not acceptable, but it is all you will ever get from their advice lines. They will not commit themselves to what the Registrar will decide.
  3. The legal standing of the "Statements of Purposes" is twofold and they may conflict. First, it must be acceptable to the WMF and therefore not cause potential legal problems for them. Second, it is legally required under the Act to incorporate and therefore must satisfy the Registrar at Consumer Affairs in Victoria.

Given the difficulties of point 3, it seems that perhaps the best way forward is to leave the statement of purposes as it was (just renaming it), but recognise that this may cause problems with Consumer Affairs in Victoria. I would hope that on a matter like this they would seek further advice from the Public Officer and not just reject it out of hand. If they seek further advice, I would hope that a face-to-face meeting between the Public Officer and the registrar could be organised to discuss the matter. If they reject it, we can appeal under the Act. If it becomes a real sticking point, we will just have to go through all this argument again. --Bduke 21:17, 9 March 2008 (UTC)[reply]

Note that the Swedish chapter used this wording without problems, but unfortunately that doesn't guarantee how the Australians will react to it. pfctdayelise 07:10, 10 March 2008 (UTC)[reply]

New proposed wording of aims/purposes

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OK, it seems we have sorted out above, that this page is "in progress" working for WMA members, and when we finalise something we think will be acceptable to everyone, then we will formally (that is, via email) communicate it to ChapCom.

Wikimedia Australia Inc. is an independent non-profit association that aims to support and promote the creation and distribution of freely licensed cultural works, especially the projects of the Wikimedia Foundation (including Wikipedia), and the technology (particularly MediaWiki) that supports those projects.

This time we just insert "including Wikipedia" and "particularly MediaWiki". I think it is not contentious that Wikipedia is a project of the WMF. "of" does not necessarily confer legal responsibility or final authority. "Including" is better than "particularly" w/r/t Wikipedia because it is clearer that Wikipedia is an exemplar rather than a preference. --pfctdayelise 07:10, 10 March 2008 (UTC)[reply]

I am happy with this or the no change proposal I make above. In both cases the "Statement of Aims" should be renamed to "Statement of Purposes". --Bduke 09:54, 10 March 2008 (UTC)[reply]

Yes, I would maybe like to take our chances with CAV by submitting the rules without alteration too. pfctdayelise 12:57, 10 March 2008 (UTC)[reply]
As everyone is obviously aware, our chief concern is that (a) chapters aren't successfully sued over the content of Wikipedia articles and other such nonsense, and (b) WMF Inc. isn't liable for any potential mishap on the part of a chapter. Unfortunately, experience has made us practically neurotic about this, and we're a little quick to jump on any perceived hinkiness when it comes to statements of purpose (such as changing them after the fact with no notice).
Yeah, the bottom line is that we want such statements to be as generic as possible, but I personally have no problem with the changes as proposed. This said, I don't think the expanded version is significantly different from the original, and I don't think it addresses the concerns raised by CAV. If you guys think you need an expanded statement of purpose, please take your time in crafting it, just please keep us in the loop. Austin 02:32, 11 March 2008 (UTC)[reply]
Thanks for these comments, Austin. Two points. First, we really do not know whether CAV will have concerns. They never commit themselves on the phone help line. Second, I like adding the word "Wikipedia". I think it may well help CAV to understand what we are about. They will have heard of Wikipedia. We could add "including Wikipedia" and not add "particularly MediaWiki". --Bduke 04:11, 11 March 2008 (UTC)[reply]
I do not like us adding "including Wikipedia" as it may be seen as giving preference to Wikipedia over our other projects - Nathan Carter (Talk) 07:57, 12 March 2008 (UTC)[reply]

My discussion with CAV

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Hi all, I have had a discussion with Consumer Affairs Victoria today about WMA. The key points were as follows:

1. The rules must comply with the Schedule provided in the Associations Incorporation Act (http://www.austlii.edu.au/au/legis/vic/consol_act/aia1981307/sch1.html) but may be freely modified so long as the points within the schedule are included.

2. There is no need to change the title of Appendix 5 (Statement of Aims). I am told that the application to incorporate has a space for the "Statement of Purposes" which in our case should be a direct copy of Appendix 5 - while this to me sounds like two duplicate documents, I am told that the Statement of Aims within the rules would serve as the Statement of Purposes - there is no need for wordplay.

3. I also raised the issue of the content of the Statement of Aims with the officer. I was told that it would "probably" be acceptable. When I pushed for a yes/no answer I was told that they do not believe the registrar is concerned about what Wikimedia is but may be concerned with what she considered to be a "lack of content" in the statement. She said that they prefer (although do not require) that the statement is a series of sentences in numbered paragraphs. I read the officer the draft aims in the old rules (http://meta.wikimedia.org/wiki/Wikimedia_Australia/Draft_Constitution#Aims) and she commented that they were much better than the new version we have.

4. That members must have access to the member's register upon request. This is provided for in the Act, which mentions "membership records". The officer said that members may be able to ask for their address and telephone number to be censored on the members register if there is sufficient reason for doing so. She did however say that there would be an expectation for officeholders to have complete details on the register. My concern was that the rules did not provide for this. The officer said it didn't matter. I think this is one we be cautious of.

5. The first meeting (pre-incorporation) could be used to select a committee which would serve until the AGM.

WIth regards to the statement of aims and the membership register I do not know what is the best way to go. I would be inclined to submit the rules as they stand, but am a little concerned that our statement of aims may not be comprehensive enough to satisfy the registrar. - Nathan Carter (Talk) 07:56, 12 March 2008 (UTC)[reply]

I think the trouble with phoning Consumer Affairs is that what you get out of it depends on who you talk to and differs from one to another. On (2) above, we have not yet finalised the rules so changing the title of appendix (5) is simple and it is clear that ChapComm would have no problem with it. I think we should do it for clarity. The form does have a space for the statement, but I would prefer to not have to write it in by hand and just refer to the appendix 5. On (3) this is a variant on the unclear message I got from CAV. The form is really unclear. It says "It is generally a three to four sentence statement .." and then gives an example that is two dot points". On (4), if the Secretary says to an applicant to see it, that they can not because the member has asked for privacy, they are likely to go away. Are they going to take legal action? How can they really press the issue. Mostly across incorporated associations members do not ask to see the register of members. I really do not think that this is a big deal. On (5), this is clear. The existing committee, whenever appointed, serves until the AGM, unless the rules say otherwise and they do not. I really do think that the process is more straight forward, with no real problems, than some people seem to think. I think we have got to the point where we put forward the purposes (or aims) that we already have and see how it flies. --Bduke 10:37, 12 March 2008 (UTC)[reply]

I agree that you are probably going to get a different answer every time you call and also agree that the process is fairly straight forward. On Appendix 5, I am happy to change it, change its title or leave it as is. Personally, I do not see why We can't still refer to Appendix 5 on the form even as the Statement of Aims - if people want to change it for clarity I am happy also.
CAV told me they would "prefer" to see more detail. This is another ambiguous statement which doesn't help that much. I have thought about it today and believe we should stop worrying about what may or may not happen and leave it as is.
I like the idea of being able to censor the member register for members with concerns but am a little worried about the legaliti of doing such. There doesn't appear to be a provision under the Act for it - Nathan Carter (Talk) 08:25, 14 March 2008 (UTC)[reply]
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