Wikimedia Ireland/Bylaws/Requirements for registration as a Friendly Society

This page contains a list of required bylaws in order for registration as a Friendly Society in Ireland. These requirements were extracted from the registration Form A. Many will need to be examined by a someone qualified in law before being finalised. Beneath each of the requirements is a work-in-progress of the necessary bylaw.

The object, name and registered office of the Society

• Purpose of the Society is to promote the work and vision of the Wikimedia Foundation on the (island of?) Ireland. Details?
• Wikimedia Ireland in English. Wikimedia na hÉireann in Irish? Vicimeán na hÉireann? No - per the Wikimedia visual identity guidelines "The subline can be localized (eg. name of the country in the relevant language/languages). It can consist of one or more lines and can be written in the relevant script/ideograms. The WIKIMEDIA part of the logo will not be localized."

The terms of admission of Members, including any society or company investing funds in the Society

• Open to all that share the vision and are willing to aid the work of the Chapter?
• No a requirement for any member to reveal their online identity?
• If the member is an editor, should they need to be expected to be an editor is good standing? What is "good standing"?
• Membership fee and duration? (If no fee then what is the means of

The mode of holding meetings, scale and right of voting, and the manner of making, altering or rescinding rules

• Meetings online via IRC. Offline meetings? How many per year?
• All members have a single vote.
• Members (including the committee) should strive to reach decisions by consensus where possible? Two-thirds requirement for making decisions otherwise?
• How do we vote? Is an online meeting appropriate for voting? Is there a quorum? What is people can't make it to offline meetings?

The appointment and removal of a Committee of Management (by the name of?) of managers or other officers, and their respective powers and remuneration

• Number of members? Are they appointed for a specific term?
• Secretary required for registrations as Friendly Society. What others? Technology officer? Press officer? Education officer? Legal officer? Financial officer?
• Are committee members merely appointed representatives of specific working groups, of which members may be a member of as many as he/she likes?

The determination of the amount of interest (not exceeding what amount?) in the shares of the Society which any member other than a registered Society may hold

• N/A? Legal help needed.

The determination whether the Society may contract loans or receive moneys on deposit subject to the provisions of the Act, from the members or others, and, if so, under what conditions, on what security, and to what limits of amount

• Ww will likely need loans at some point. Let's not be naïve.
• A vote of the members on an as-required basis?
• Placing sensible limits ahead of time may be wise.

The determination whether the shares or any of them shall be transferable, and the form of transfer and registration of the shares and the consent of the Committee thereto and the determination that the shares shall not be withdrawable

• N/A? Legal help needed.

The determination whether and how members may withdraw from the Society and the claims of the representatives of deceased members or the trustees of the property of insane and bankrupt members, and the payment of nominees

• N/A? Legal help needed.

The mode of application of profits

• Requirement from the Wikimedia foundation is that Chapters be non-profit organisations.
• Plough back profits? Or donate to charity?
• Do we expect to make any profits? Maybe, depending on projects we may run.

The custody and use of the seal of the Society

• Legal help! Does this cover bill-headed paper?
• Use of Wikimedia logo, etc.?

The appointment of an inspector to examine and report on the affairs of the Society and the calling of a special meeting by order of the Registrar

• Legal help needed!

The voluntary dissolution of the Society

• Face-to-face meeting?
• Advance notice?
• Two thirds decision?
• What do we do with moneys? Done all to Wikimedia Foundation or an Irish charity?

The statutory duties of the society

The delivery on demand of copies of the rules and the sum to be paid for the same.

• Duty of the secretary?

The publication and use of the name of the Society

• What does this mean? Legal help needed.

The annual audit of accounts, the appointment of a public auditor for the purpose, and the keeping of a copy of the last balance sheet and the auditor’s report always hung up at the registered office

• How? What's the process?
• Legal/financial help please?

The sending to the Registrar of an annual return of the receipts and expenditure funds and effects of the Society, with copies of the auditor’s report and balance sheets, and the supplying on application of a copy of the last annual return

• Duty of Financial officer?

The inspection of a member’s account and the books containing the names of the members

• Member's account N/A? Legal help needed!
• Duty of the Secretary?

The sending to the Registrar of a triennial return of the holding of each person in the Society, whether in shares or loans

• N/A. Legal help please!

Optional:

Additional rights of inspection of the Society’s books

• Any member may request that a copy of the books sent to them by email?

Charging a sum not exceeding 1c for registering nominations or revocations or variations thereof

• What does this mean? Legal help please.

Exclusion of persons between 16 and 21 years of age from membership (Section 32)

• We probably don't want to do this? Do we?
• Are there legal consequences?

Exclusion of power to hold and deal with land (Section 36)

• We probably don't want to do this? Do we?
• Legal help please.

Power to advance money to members (Section 40)

• We will need a means to distribute petty cash at least. Cheque? Cash? Electronic transfer?
• What about larger sums? Is only the financial officer authorised to make payments directly to suppliers, etc.?

Special form of receipt endorsed for discharge of Mortgages (Section 43)

• Legal help please. What does this mean?

Giving of security by officers (Section 47)

• Legal help please. What does this mean?

Decision of disputes (Section 49)

• Procedure? Special committee?
• Jimbo Wales and the Wikimedia Foundation?
  • Foundation might not want that - it would make you a subsidiary rather than a legally independent entity