Vikipeedia arutelu:MTÜ Wikimedia Eesti/Bylaws

Feedback from the chapters committee

The bylaws seem to be quite OK in general to me. The bodies have been mentioned well, but somehow I seem to be missing the definition and authority of the audit committee anywhere, although it is being referred to. I think it would be good if it would be explicitely mentioned somewhere and how it is elected (from non-board members by the general meeting?). In section VI, divisions, there seems to be translation missing. Although I don't immediately expect trouble there, could you please translate that as well? Also as a translational issue probably, I would appreciate it if you could check the translation of 1.6.1.1, which I can't really understand. Could you perhaps explain? I am not sure of the implications of 7.3.3 (and if I understand it correctly), but I would welcome some explanation there too. Does this mean that you can only make reimbursements/pay people small amounts if the general meeting agrees with that specific expense? Or does it apply to another category of expenses, or would also an expense policy count as such a "decision"? Thanks a lot in advance for your elaborations. --Effeietsanders 9. märts 2010, kell 23:59 (UTC)

Hi guys, congratulations on doing a good job of the bylaws. I also have a problem with 1.6.1.1, it may be something that is lost in translation but I take issue with limiting use to personal purposes - Cartman02au 14. märts 2010, kell 09:53 (UTC)

The section VI is now translated.

I don't know how to translate 1.6.1.1 better but I corrected the 7.3.3. Ivo 7. aprill 2010, kell 22:34 (EEST)

Observations

I understand that some intention may be lost in the translation from Estonian to English. Many of my comments below are more in the nature of suggestions for improvement. As much as possible, I believe that a Chapter should organize itself as it sees fit.

• Is there any intent to limit membership to Estonian residents and citizens?
• Is the intent to keep the total membership small? Or would you prefer to allow an unlimited number of qualified persons to be members?
• In 2.1 there is a reference to "legal person". This usually refers to corporations. Is it the intent of MTÜ to allow corporations to become members?
• In 2.5 membership is "related to" membership fees. If this intends to develop different levels of membership depending on how much is paid in membership fees, those kinds of memberships should be better defined. It is not necessary to mention the amount of fees here; that is adequately covered in 4.5.5
• In 2.8 I don't see what is accomplished by making someone wait until the end of the fiscal year before he can quit.
• In 2.9 cancellation of a membership for non-payment of annual fees should be automatic, and not need a Board resolution. This is something that the person can fix with a simple payment; this is very different from bad behaviour. The inactivity clause may not really accomplish anything; anybody who fails to participate for three years probably already had his membership cancelled two years before when he didn't pay his fees.
• 4.6 is completely unrealistic, even in a geographically small country, even in just one city. Many people who join groups don't ever participate in events beyond the first time when they joined, and that could make the stated quorum impossible to achieve. You need to provide for the situation where a quorum is not reached.
• 4.7 is a better place to show the special majorities for amending bylaws and ojects than 4.5.1 and 4.5.2.
• 5.4 could lead to problems. It is better to name one official spokesman, or you may be sending mixed or conflicting messages to the public. Of course, this does not need to be the same person for everything. It would be seriously embarassing if the president agreed to something when the treasurer could have told him that there was not enough money to do it.
• For 7.2 is the income for calculating the 50% limit determined before or after expenses?

There are probably a few other things that I could comment on, but they are not yet clear in my own mind. Eclecticology 11. märts 2010, kell 00:45 (UTC) (New Chapcom member)

There is no intent to limit membership to Estonian residents or citizens but as the communication would be done in Estonian then... It would just be difficult to take part of the chapters actions when living abroad or not speaking Estonian.

More member we get, the better it is. But the members should also contribute to the chapters actions – non active or problematic members aren't very good.

Yes, this "legal person" means that even the corporations might become members.

There is no intent to develop different levels of membership. But making donations to the chapters is not forbidden and so if some people would like to pay more they can do it.

2.8. previously really stated that, but it was changed and the translation wasn't. Now fixed.

I will add the rest of comments later. Ivo 7. aprill 2010, kell 22:34 (EEST)

Additional personal Comments

Hello, This is Jerry from Hong Kong, also a New ChapCom member, you might find me as Jeromy-Yu Chan on the list.

I don't really sure if you miss some parts while you translate the texts to English, as I didn't see any parts regulating procedure when a board membership become vacant, for example a board member resigned or abuse their power. I understand that one year term is not too long, but I do think you better state a method for electing a member to fill in the vacancy, in such conditions. Because I can see some extreme cases that if two board member resign at the same moment, then your chapter is unable to draw any money according to your bylaws. So do consider this carefully.

and also do you think you should set a mechanism that that members can stop the rights of a board member, like via emergency GM, in case they abuse the power?

and another question I want to raise is that do you need to set a limit for each single member can sit in the board for how many times? --Jerry~Yuyu, ChapCom Member 11. märts 2010, kell 10:45 (UTC)

5.3 should fix the first problem.

I don't think that we need any limit because then it might happen someday that there is nobody left to chose into the Board. Ivo 7. aprill 2010, kell 22:34 (EEST)

Further comments

Hi Ivo and the others. Since our last meeting in Tartu, I have also recently became a member of the Chapters' Committee. Just a couple of additional comments or suggestions that came to mind, reading your bylaws (I know you have received quite a bit already).

Be careful with the rules regarding membership fee. If I read correctly, the General Meeting has the right to set the membership fee, however in a couple of other places you put "membership fee determined by the Board".

I don't know if there's any legal requirement, but you might want to make the rules about the Board a bit more detailed. (E.g. "There is a president and two VP's"; that "there should be X number of board meetings in a year"; "the board can have its meeting on the internet" or "only in person"). You can see an example of a more detailed description at [1] (although this is not made under Estonian law).

Good luck, --Bence 12. märts 2010, kell 17:07 (UTC)

That was a good point, I hadn't noticed that translation mistake before (that needs to be: "by the time determined by the Board").

I hope the part concerning the Board actions is detailed enough (if it would be very detailed, than it may happen that we might face some problems as we are not able to fulfill thous requirements). More flexibility might be useful :) Ivo 7. aprill 2010, kell 22:34 (EEST)

Tere Ivo! Thank you for your answers. Please give the Chapcom a little more time to review the last changes in the bylaws and your answers before giving the final okay (it would help if you sent an e-mail nudging the committee :], but we are doing this on our own either way, so don't worry). In the mean time I see on the mailing list that you are doing some very exciting projects, and I am very happy for you (Google Translate is not the best, so if you'd like to tell a little bit more about them I would be very happy to hear it). Let me know if we can be of any help. Tervitab, --Bence 28. aprill 2010, kell 10:49 (EEST)

Further comments

Tere,

Guys, you have done a great job with the bylaws so far. Before going on, could you please go over once more of our previous comments to see if you have thought of everything and answered any questions.

Going through this page it seems useful if you would try to explain what you think by 1.6.1.1. (it is probably not a problem with the translation, some of us would like a more detailed explanation as a comment here on the talk page) and similarly by 7.3.3 (we want to make sure that we understand what you mean by sponsorships and we think a good idea if your members can get reimbursements for their expenses in connection with the MTÜ's activity: it might be too bureaucratic if this requires the approval every time of the general assembly).

In the next sections there have been some suggestions that we do not consider obligatorily, however, would like you to consider and tell us what you think of them: our aim is to be helpful and to make sure you look at the possibilities from a different angle. You don't necessarily have to agree with the suggestions, however we would like you to go through all of them. I would like you to give special consideration to the suggestion on quorum as this has led to problems with other chapters, and out of curiosity we still want to understand the percentages involved in 7.2.

You have, I think, already addressed the rest of the comments on this page; still I would call your attention again to the one on regulating the board and would like you to consider it again. Similarly, it would be a good idea to regulate the audit committee's power and composition as clearly as possible as it is quite an important body (in the beginning it might not have much to oversee, but sooner than you might expect WM Estonia might become a significant operation that might need a bit of careful oversight).

Thank you again for the great work you have put into this,

In the name of ChapCom: Bdamokos 14. juuni 2010, kell 22:28 (EEST)

1.6.1.1. is practically a definition of Wikipedia. That means we support any voluntary action that tries to distribute free information to everybody.

Maybe yes, this part about reimbursements about members expenses related with MTÜ should be more clear, but this part must be stated in 7.3.1. 7.3.3. is for that if we would like to start giving rewards for people who have work hard to make the Wikipedia a better place (i.e. if we would start to select "wikipedains of the year" or something like that in the future or give some technology (like digital camera) to somebody who would take pictures for Wikipedia). And this 7.3.3. is not limited for people in MTÜ but meant to everybody who contribute to Wikipedia.

7.2. comes directly from the Estonian law (Income Tax Act). It is necessary for MTÜ's that want to belong into "list of unions that have income tax benefits" or something like that (tulumaksusoodustusega ühenduste nimekiri). That means we don't have to pay for some things and people + companys may support MTÜ financially and this would be taxfree.

With this audit committee I thin that one people can do it well (as 5.7. states). Our MTÜ will probably not have much funds or lot of incomes/outcomes and most on this money will probably come from sponsors (asked for different article writing contests) and the same money would be transferred directly to the winners. Rest of funds will be quit small and related to transportation costs etc. related to different future projects. Ivo 15. juuni 2010, kell 16:05 (EEST)

Tere, thanks for your answers. I copy below some remaining concerns relating to these from Lodewijk, a fellow member of the Chapters Committee: "

• 1.6.1.1: Someone will have to check in Estonian, but this definition seems to only include PD ("free of copyright terms", which legally does not include CC-stuff, which still has a -BY component at least.) You should make sure this really makes sense.
• 7.2: obviously a very good reason :)
• AuditCom: Because there is not a lot of work, that doesn't mean that there shouldn't be oversight. I think this really should be a committee, that also guarantuees that they are not dependent on a single person who can get sick etc, and delay everything. A committee of two or more people would do fine, especially if there is not much work. I would also appreciate it (or maybe it is even important..) if the powers of the audit committee are clearly stated: have access to all books, financials etc. and that they will bring out an advice to the General Assemblee during the Annual Meeting. Note that 3.1.3 already mentions an audit committee - so I was surprised that this was not the case after all. "

I have to agree with Lodewijk on better defining the audit committee once you have included it and from experience I can tell that it is not a good idea to have only one person with this right as it can cause unfortunate bottlenecks. Unfortunately my Estonian is not yet on a level to assure Lodewijk that your definition in 1.6.1.1 is really the best to explain the subtle differences between a free licence (CC-BY-SA) and public domain - please do a final reading of it with Creative Commons and the other Wikimedia projects in mind. Aiäh, --Bdamokos 22. juuni 2010, kell 17:27 (EEST)

I took the 1.6.1.1. out. It is problematic and if to start thinking about it then 1.6.1. and 1.6.2. say all there needs to be said.

I'll try to create something that describes the work and rights of audit committee. Ivo 24. juuni 2010, kell 00:35 (EEST)

Thanks. Please send an email to Chapcom when it's done so it's not forgotten. --Bdamokos 5. juuli 2010, kell 18:47 (EEST)