Wikimedia Chapters Association/Resolutions/7. Bylaw Changes Introduction of a Board to WCA
Option 1: Council is BoardEdit
In the Charter the term "Council" will be replaced by the term "Board". The whole council acts as the board of the WCA. As long as WMCH is a member of the WCA the requirement of having a Swiss resident on the board of the WCA will be met.
- Legal Impact
- Can board members be appointed by the members? Council members are being determined in different ways, decided by the members (Chapters).
- According to Swiss law an association needs to have a General Assembly and a Board. Is it acceptable that the General Assembly is the Board and vice versa?
- yes, swiss law is adapted for association with three members only.--Charles Andrès (WMCH) 19:51, 12 December 2012 (UTC)
- How will decision-making and paperwork work when 18+ members have to vote on every board decision?
- According to the swiss law (Art. 60 of Swiss civil code)
- Associations with a political, religious, scientific, cultural, charitable, social or other non-commercial purpose acquire legal personality as soon as their intention to exist as a corporate body is apparent from their articles of association.
- The articles of association must be done in writing and indicate the objects of the association, its resources and its organisation."
- It requires a minimum of three people to create an association. The creation of an association is free of charge.
- The statutes must be in writing and adopted by a constitutive General Assembly. They should be concise, precise and clear. Details not formally related to the statutes may be set out in rules of procedure or other ad hoc document.
- The statutes do not need to be authenticate before a notary.
- Only the General Assembly has the authority to amend the statutes. Rules of procedure may be amended by an elected committee.
- An association equips itself with organs provided for in the law and in the statutes, namely:
- A General Assembly (comprising all members of the association)
- A Committee (comprising at least a president, a secretary, and a treasurer)
- An auditor accounting requirements
- As soon as the statutes have been adopted by the General Assembly, the association has legal personality and may exercise its legal rights. It can begin its activities.
- Minutes of that General Assembly must be drawn up.
This is exactly what the swiss law says (you can check http://www.cagi.ch. Just note that unlike other european country, Swiss laws are generally giving a minimum of things requested by the laws and the rest has to be done by the persons or institutions. It is the spirit of the swiss code. In this case, what the law requires is to have a general assembly composed by the members and a committee that can be composed by the same persons (I checked it before with a lawyer) but at least of 3 persons -and no staff. We can add a so called politbüro composed by the chair, deputy chair and assistant and staff if we want, and that takes care of the day to day life of the WCA (usually, it is what are doing swiss associations). If we add such an organ, it is not necessary to integrate it in the bylaws, from a legal point of view. Chantal.Ebongue
- This is interesting (this is the first time I hear the word "politbüro"). Could we also implement option 3 in this way? I mean, the Council is the committee but there is a "smaller board" as a politbüro (composed by council members or other community members). - Laurentius (talk) 15:49, 12 December 2012 (UTC)
Option 2: Chairmen plus Assistant are BoardEdit
According to the Berlin Charter, there are a Chair and a Deputy Chair of the Council. They could be the board, but it would be a rather small board. Also, one of them would have to be a Swiss resident, which means that only a Swiss Council Member (propably appointed by WMCH) can be that person. If the Chair and the Deputy Chair elect an 'Assistant', their work is easier and that Assistant can be anyone, he or she does not have to be a board member.
This means for the Charter:
- "Art. 6 [Chair]: The Council elects from its own Members a Chair and a Deputy Chair."
will be changed to:
- "Art. 6 [Chair]: The Council elects from its own Members a Chair and a Deputy Chair. The Council also elects an Assistant who does not have to be a Council Member. Chair, Deputy Chair and Assistant are the Board according to the law."
- As said above, we could without problem have a board -or a so-called committee -composed by the council members and have a politbüro elected by the council/board composed by the persons of the above sentence. Chantal.Ebongue
- Legal Impact
Option 3: Replace Chairmen by a real BoardEdit
Chair and Deputy Chair are replaced by a board consisting of five members. These members do not have to be Council Members. One of them can be a Swiss resident, but that does not have to be mentioned in the Charter (bylaws).
Art. B6 will be changed to:
- "Art. 6 [Board]: The Council elects a board consisting of five persons."
- Legal Impact