Talk:Article of Association/Archive1

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Archive This is an archive of past discussions. Do not edit the contents of this page. If you wish to start a new discussion or revive an old one, please do so on the current talk page.

Contents

Votes and membership of companies

  • Do I understand correctly that every member has exactly one vote, no matter how big their company is etc? Effeietsanders 14:39, 5 October 2010 (UTC)
In some manner I feel that your vote should be weighed against your company's size, or contribution, should you not be an individual. On the other hand I feel that this might create the opportunity for abuse, because then a large company or so might have to much power over the decisions of the chapter. LouriePieterse 13:10, 13 October 2010 (UTC)
Yes, this is a tricky issue. Probably safest to say "one company, one vote" to avoid appearing to be in anyone's pocket. What do other non-profit companies do? --Slashme 19:39, 15 October 2010 (UTC)
Other chapters (afaik) usually give all members, corporate or not, the same vote. But the most important thing is to write it down clearly so there won't rise any confusion later. Effeietsanders 09:07, 17 October 2010 (UTC)
Maybe exclude companies as members? Natural persons only, no body corporates? -- Jeandré, 2010-10-24t20:26z
I don't think this is the best way to do it: companies that donate might want corporate membership, but one vote each works for me. --Slashme 18:15, 12 November 2010 (UTC)
If it works for other chapters, I believe it will also work for us. What do the other people think? I am happy with the idea of one vote. LouriePieterse 14:36, 7 November 2010 (UTC)
Yes check.svg Done Looking at the above discussions it seems like in general everyone is happy with one vote, no matter if it's a person or company. This is what the initial document states, so I think this is settled. LouriePieterse 20:10, 23 November 2010 (UTC)

2 Preliminary

2.3: "Company’s Act" should surely read "Companies Act" --Slashme 23:03, 2 October 2010 (UTC)

Yes check.svg Done Changed already --Arie Scheurwater (User Page | Talk | Global Contribs) 06:03, 8 November 2010 (UTC)

4 Members

wording

  • 4.4.2-4.4.6 - I know this might be a minor not effective comment, but is it possible the removed the spaces in the bracket from ( s ) to (s) it looks messy. Arie Scheurwater (User Page | Talk | Global Contribs) 11:06, 22 October 2010 (UTC)
Yes check.svg Done I don't see any spaces. LouriePieterse 12:13, 7 November 2010 (UTC)
  • 4.4.3 - 4.4.5 Seeing as item 1.9 already says that masculine words include feminine people, why are we doing the (s)he thing? In any case, we could avoid gender by just writing "If the Member..." --Slashme 23:03, 2 October 2010 (UTC)
I think the word "member" now appears to many times in the sentence. "A member shall ipso facto cease to be a member of the company if the member is removed as a member by a majority of the members or directors of the company." Any thoughts? LouriePieterse 12:20, 7 November 2010 (UTC)
I don't think we have to worry too much about how attractive the writing is, but if this sentence bothers you, how about "if a majority of the members or directors of the company vote to expel the member from the company"? --Slashme 18:33, 12 November 2010 (UTC)
Yes check.svg Done No, I am more than happy with the working. I just thought that the wording is important. LouriePieterse 18:54, 23 November 2010 (UTC)

Renewal of membership

  • 4.6 - renewal of membership - it is not clear to me if this requires an active approach by the member, or by the Association. (who takes the first step?) Effeietsanders 14:39, 5 October 2010 (UTC)
I just realized that point 4.4.5 and 4.6 states different time intervals. The first point states that "if (s)he fails to pay the annual subscription fee within 30 (thirty) days of the due date" and the second point states "Failure to renew subscription within 90 (ninety) days from due date shall terminate membership." What is it? LouriePieterse 13:19, 13 October 2010 (UTC)
Yes check.svg Done Changed to 90. LouriePieterse 13:13, 7 November 2010 (UTC)
I think the member should approach the company if their membership got terminated. What do the others think? LouriePieterse 13:34, 7 November 2010 (UTC)
I don't think we have to mention this in the constitution, but of course good practice would be to send out renewal notices. --Slashme 14:21, 14 November 2010 (UTC)
Yes check.svg Done I also think it's unnecessary to include this. As you said; it will be good practice to send them out, but there is no need to add that to the constitution. LouriePieterse 18:59, 23 November 2010 (UTC)

4.3

  • 4.3 - if someone deceased, the executor becomes a member. This strikes me as odd given the circumstances, is this perhaps a legal requirement? Effeietsanders 14:39, 5 October 2010 (UTC)
I also find this odd and somewhat unnecessary. I think we can remove this point. I am not sure about whether it is a legal requirement. Anyone some thoughts on this? LouriePieterse 12:03, 7 November 2010 (UTC)
Yes check.svg Done I dont have an article like that in any other constituations that I have made nor seen so its not a requirement. --Arie Scheurwater (User Page | Talk | Global Contribs) 14:02, 7 November 2010 (UTC)
"...satisfaction of the chairman of the meeting." you might want to make that "...satisfaction of the chair(wo)man of the meeting." Arie Scheurwater (User Page | Talk | Global Contribs) 11:03, 22 October 2010 (UTC)
Yes check.svg Done LouriePieterse 12:05, 7 November 2010 (UTC)

5 Meetings of members

5.5

  • 5.5 is really difficult to read, can't it be broken up into digestible pieces? But given that, I think the 21 days and 14 days notice periods for the meetings are OK. --Slashme 23:03, 2 October 2010 (UTC)
Very frustrating to read. I think that both notice periods should be at least 21 days. We should keep in mind that everyone is doing this on a volunteer basis. Personally I think we should even extend this period, because sometimes I need to plan more than three weeks in advance. LouriePieterse 13:02, 13 October 2010 (UTC)
Changed it to 21 days and splitted sections. I am not sure whether my wording is correct. Can someone please check it? LouriePieterse 13:46, 7 November 2010 (UTC)
I've split and sorted the sections even further, headlined them for clarity and added email as the default notice method. --Slashme 07:17, 13 November 2010 (UTC)
Yes check.svg Done Looks good. Thanks for the splitting! LouriePieterse 19:02, 23 November 2010 (UTC)

Quorum

  • It is not clear to me what the quorum etc is, but I assume it is described in more detail in the Statutes as referred. Not very user friendly (would be nice to add a reference as a footnote in the final online version) but legally solid. Effeietsanders 14:39, 5 October 2010 (UTC)
The qourum is the minimum amount of member in the company according to this constitution it is 7 Article 4.1. From the qourum the directors will be chosen. The amount of directors always have to be odd and the amount of member always have to odd otherwise there is a chance that a vote becomes a tie. You cannot add references in a constitution to other resources when it get submitted to the Department of Commerce or Social Development. Arie Scheurwater (User Page | Talk | Global Contribs) 11:23, 22 October 2010 (UTC)
Hi Arie, thanks for answering. The question was not so much that I didn't know what a quorum is, but what the quorum is. What is the precise number, how is it determined. Effeietsanders 13:03, 23 October 2010 (UTC)
Hey, the number must be at least 7 and no maximum number Article 4.1 as soon as u have paid your membership fee then you are apart of the quorum. I think. but my second thought is that the 7 people (the minimum) are the quorum and the rest would be just members not part of the quorum. Arie Scheurwater (User Page | Talk | Global Contribs) 14:38, 24 October 2010 (UTC)
"6.3 Save as herein otherwise provided, the quorum at a meeting of members shall be three members entitled to vote" -- Jeandré, 2010-10-25t21:02z
I agree with Lourie and Jeandré: 6.3 clarifies the point. --Slashme 07:23, 13 November 2010 (UTC)
Yes check.svg Done Seems like Jeandré just gave us the answer. Is this point done, or should we add this value somewhere in section 5 also? LouriePieterse 13:51, 7 November 2010 (UTC)
Yes check.svg Done LouriePieterse 19:49, 23 November 2010 (UTC)
  • 5.3: This seems very archaic. Nowadays, whether someone is within the borders of RSA or not shouldn't affect their ability to call a meeting. --Slashme 16:44, 14 November 2010 (UTC)
Yes check.svg Done Removed completely. LouriePieterse 15:37, 6 January 2011 (UTC)

Why no weekends and public holidays?

  • In section 6 and elsewhere, can we remove the restrictions on meetings on Saturdays and Sundays? Weekends and public holidays are probably going to be the most convenient times for volunteers. --Slashme 15:48, 14 November 2010 (UTC)
Yes check.svg Done Very good point! I changed all the ones I could get. Please change one if I missed it. LouriePieterse 20:43, 23 November 2010 (UTC)

7 Votes of members

  • 7.1 - Each member - does this mean every category, including honorary, affiliate and sponsor members? Effeietsanders 14:39, 5 October 2010 (UTC)
Yes check.svg Done Yea, one vote does not matter what type of member the member is. Arie Scheurwater (User Page | Talk | Global Contribs) 11:09, 22 October 2010 (UTC)

8 & 9 directors

  • 8.5 - "The company, at a meeting of members or the directors, shall have power at any time, and from time to time, to appoint any person as a director." - Does this mean that the board of directors can appoint new directors? I am not sure this is preferable... Effeietsanders 14:39, 5 October 2010 (UTC)
I agree with this point. I think there should be an annual election for directors. Should the directors be able to just appoint someone at anytime, it creates an opportunity for abuse. LouriePieterse 13:22, 13 October 2010 (UTC)
Yes check.svg Done Removed point. LouriePieterse 14:06, 7 November 2010 (UTC)

10 alternate directors

  • 10.1 - a very nice construction I think, but I would like to suggest that one person can never hold 50% or more of the votes in the board of directors. The same goes for article 14. Effeietsanders 14:39, 5 October 2010 (UTC)
I second this. LouriePieterse 13:23, 13 October 2010 (UTC)
Yes check.svg Done Removed sentence and adapted point. LouriePieterse 14:18, 7 November 2010 (UTC)

11 & 12 powers of the directors

  • I am not sure I understand the exact meaning and implications of article 11. This sounds like a provision that is not really applicable to a volunteer association? Effeietsanders 14:39, 5 October 2010 (UTC)
I agree. 11.1 seems liable to dangerous abuse and completely unnecessary. We should be running the chapter on donations, not loans! I propose we either strike section 11 completely or else change it so say "The directors may never raise or borrow any sums of money from the members or other persons for any purposes."--Slashme 07:55, 13 November 2010 (UTC)
Yes check.svg Done I removed it completely. LouriePieterse 21:02, 23 November 2010 (UTC)
  • 12.1 - Extremely ugly writing, but I don't have a problem with the content to the extent that I understand it. --Slashme 07:59, 13 November 2010 (UTC)
Yes check.svg Done If we can understand it, it is fine. LouriePieterse 21:03, 23 November 2010 (UTC)
  • 12.2 - see 9.1.
Yes check.svg Done Already done. LouriePieterse 21:04, 23 November 2010 (UTC)
  • 12.3 - thing means think? typo? Effeietsanders 14:39, 5 October 2010 (UTC) Fixed --Slashme 07:51, 13 November 2010 (UTC)

13 disqualification and privileges of directors

  • 13.1.2 - So if you go bankrupt in your personal capacity, you're not a director any more? Why? --Slashme 08:16, 13 November 2010 (UTC)
Yes check.svg Done This sounds quite stupid. I removed it. LouriePieterse 21:11, 23 November 2010 (UTC)

14 proceedings of directors

  • 14.3: I recommend that we strike this. The directors can decide ad hoc where and how they want to meet. --Slashme 17:26, 14 November 2010 (UTC)
Yes check.svg Done Agreed. This might also save money regarding travel costs. LouriePieterse 19:22, 23 November 2010 (UTC)
  • 14.5: I removed the reference to "telefax" as a way to give meeting notices. It is covered under "other electronic means anyway. --Slashme 17:32, 14 November 2010 (UTC)
Yes check.svg Done LouriePieterse 19:25, 23 November 2010 (UTC)
  • 14.6 - see 10.1
I think that there should be more than three directors. That way the work will be spread out more evenly. We are a very diverse group of people, so the more people on the board of directors, the more would a diverse view point be represented. I suggest that the board of directors should consist of five directors. LouriePieterse 17:22, 7 November 2010 (UTC)
5 or 7 seem good. Just not 8. --Slashme 08:28, 13 November 2010 (UTC)
Yes check.svg Done I changed it to five. LouriePieterse 19:30, 23 November 2010 (UTC)
  • 14.8.1 - This sentence seems to miss a number: "any resolution in writing (...) and being not less than ___ are sufficient to (...)" Effeietsanders 14:39, 5 October 2010 (UTC)
No, it's saying "not less than are sufficient to form a quorum", i.e. we need as many as we would need for a quorum. --Slashme 08:33, 13 November 2010 (UTC)
Yes check.svg Done LouriePieterse 19:32, 23 November 2010 (UTC)

16 Notices

  • 16.3: I've simplified this one. Check the diff for details. --Slashme 17:54, 14 November 2010 (UTC)
Yes check.svg Done LouriePieterse 19:42, 23 November 2010 (UTC)

MoA

  • Powers (1): with distributing assets I assume that is meant that no profits will be distributed, and that this does not stop people from getting for example expenses covered? Effeietsanders 14:52, 5 October 2010 (UTC)
Already found it in MoA Conditions (1). Effeietsanders 14:56, 5 October 2010 (UTC)

General comments / missing

Goals

  • I dont seem to be able to find a statement of the goals of the company. I would expect that under topic 3. They should be generally stated, aiming to free knowledge etc. You could perhaps look at the other chapters how they defined their goals. Am I overlooking something here? Effeietsanders 14:39, 5 October 2010 (UTC)
Right after posting these questions, I found the goals at the memorandum of association. The word community is a bit confusing to me. Are you referring to the general audience or the community of editors? Also you seem to limit yourself to South Africans. Is this on purpose, or would it be wise to make it "for everybody human being"? Although the name does not include that word, you use the word "chapter" in your purpose. Just use the official name there? Effeietsanders 14:52, 5 October 2010 (UTC)
In regard to one of the aims of the chapter being "to ensure access to knowledge for all South Africans", the overall aim of the Wikimedia Foundation is to make knowledge available to all humanity, but a large part of the point of having a local chapter is to make sure that the benefit reaches South Africans. --Slashme 19:22, 15 October 2010 (UTC)
The danger there is quickly the border scenarios. Say, there is a group in Botswana which is too small to be independent - do you want to help them? Say, there are foreigners living in South Africa - are they within your scope? Say, there are Afrikaans-speakers living in the Netherlands - would you like to involve them into your activities? Broadening the scope in your bylaws is then probably a good idea - narrowing it down in practice is quite easy. Also, do you as a chapter want to support the Wikimedia Foundation in her work towards the world as a whole? Effeietsanders 09:07, 17 October 2010 (UTC)
The Chapter is going to be incorporated as a South African non-profit-making company, and its purpose is going to be the implementation of the Wikimedia foundation's ideals for the benefit of the South African community. It is of course natural that we would extend this activity to foreigners living in South Africa, and to our local and global neighbours with compatible ideas and ideals, but that will not be the core activity of the local chapter, and I don't think it needs to be written into the founding documents. I'm open to persuasion on that point, though. What do the others think? Should we specify that we will not limit ourselves to activity aimed at South African Citizens and within our borders, or does that go without saying? --Slashme 17:22, 12 November 2010 (UTC)

I haven't heard anything more on this issue. Are there still people who think this needs to be changed? --Slashme

I agree with Slashme and think that this should remain as is. -- Kaydee (not signed in)198.54.202.114 06:02, 11 January 2011 (UTC)
Lets wait a while and if there is no other comments we remove this one. LouriePieterse 16:05, 11 January 2011 (UTC)
Yes check.svg Done No replies. LouriePieterse 10:29, 25 January 2011 (UTC)

Comments by Achal

There are still a few things that perhaps community members here (presuming everyone involved is on the list) should decide on collectively. To the extent that we discuss this with the chapters committee soon, they will want to know who is behind this, i.e. who the community members are. The three immediate things that need to be discussed and resolved are:

1

Who are the founding members? - Would these be every South African Wikipedian on this list? All those who participated in the August workshops plus all others who are interested but couldn't make it? (If so: perhaps someone like Ian can discuss and compile that list).

Normally it is the members that made the constitution and signed it, but its up the what the community wants. --Arie Scheurwater (User Page | Talk | Global Contribs) 06:08, 8 November 2010 (UTC)
Yes check.svg Done We didn't get any response on this point. The easiest is just to add the names of the admin team. They compiled the documents, as Arie mentioned above. LouriePieterse 19:33, 10 January 2011 (UTC)

4.1. The first members of the company shall be [names of members, minimum 7, no maximum numbers].

2

Who is willing to direct (i.e. be a director) of the Wikimedia South Africa chapter? This requires real discussion, as these individuals are committing time to running the organisation, seeding ideas, helping execute them, etc. It needs a process to ensure that there is both adequate and fair representation of all interests involved. Perhaps Ian and you can help lead this process: the questions to be decided are: how many directors do you want over the legal minimum of 3, who wants to be a director, if there are more people interested than there are positions to hold elections, and lastly - though this does not need to be done immediately - a separation of functions within directors as it makes sense, for example, a President, Treasurer etc. or as you see fit.

8.1 Unless otherwise determined by a meeting of members, the number of directors shall not be less than 3 (three) who are not connected to each other in the sense that they are not spouses or are not related to each other or to each other’s spouses within the third degree of consanguinity.

8.2 The first directors of the company shall [insert names].

Yes check.svg Done Issue resolved. LouriePieterse 13:31, 1 February 2011 (UTC)

3

Other than attending to the comments made by David and Lodewijk (who is a voting member of chapcom by the way), some decisions will have to be made regarding who the community proposing this chapter is, and what responsibilities you will bear.

[This revision] for the above comments was copied from the mailing list. LouriePieterse 14:14, 13 October 2010 (UTC)

Comments per section

Thanks for the draft, just several comments (please forgive me for being detailed - not every question is critical, and I dont want to be nagging, but actually trying to help in the long run :) ). Please note these are sincere questions, and not notices that I think it should definitely be changed. Effeietsanders 14:39, 5 October 2010 (UTC)

I think it is really good that we have these detailed comments. Thanks. LouriePieterse 13:27, 13 October 2010 (UTC)

Q - Can you implement indentation for sub articles it will improve reading and structure of the constitution when editing it. Arie Scheurwater (User Page | Talk | Global Contribs) 11:12, 22 October 2010 (UTC)

Changes to documents

Quite some time went by from the day when the first comments were placed on this page. So far not many people responded to it, or made any other comments. I started to adapt the documents according to the comments. There are some points I can't change without the help of others, mainly because I don't have the needed law experience. It would be appreciated of someone with needed experience could answer some of the questions that is tagged with Symbol wait.svg Doing... tags. Thanks. LouriePieterse 14:25, 7 November 2010 (UTC)

Tobias comments

Definition of directors

  • When referring to "the directors" I assume you are referring to the Board of directors, and not individual directors? Effeietsanders 14:39, 5 October 2010 (UTC)
That depends on the context. When we say "the number of directors shall not be less than 3", we mean that we need at least three individual directors on the board. I don't think there's much of a risk of confusion here. --Slashme 19:26, 15 October 2010 (UTC)
To me it was not entirely clear in all cases whether certain authorities also were delegated to individual directors. Hence the question. Effeietsanders 09:07, 17 October 2010 (UTC)
OK, I agree after looking again. I'll list my concerns below under the specific sections. --Slashme 17:26, 12 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:22, 6 January 2011 (UTC)

Definition of auditors

  • Auditors are referred to a few times, but never explicitely mentiones as to how they are appointed etc. How does this work? Effeietsanders 14:39, 5 October 2010 (UTC)
Doesn't section 19 cover this? That says that we have to keep the books in line with the requirements of the Companies Act, which probably specifies everything about the audit process. --Slashme 19:29, 15 October 2010 (UTC)
Not unless the appointment of these auditors is arranged in law already. Effeietsanders 09:07, 17 October 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:25, 6 January 2011 (UTC)

How to change the bylaws?

  • There is no notice of how the bylaws can be changed. Is this taken care of in the Statutes? Could you please clarify? Effeietsanders 14:39, 5 October 2010 (UTC)
Very important question! I think we need a legal opinion here. --Slashme 19:49, 15 October 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:27, 6 January 2011 (UTC)

Bodies and meetings

  • Do I understand correctly that the General Meeting is the ultimate authority of the association and that the board of directors executes that? Effeietsanders 14:39, 5 October 2010 (UTC)
This seems to me to be the most natural interpretation, but I don't know. --Slashme 18:13, 12 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:30, 6 January 2011 (UTC)

Financial control

  • What is the procedure for budgets and financial controlling? Does the General Meeting have a voice in approving the budget / financial statements? How is the accuracy of the financial statements controlled? Effeietsanders 14:39, 5 October 2010 (UTC)
As I read 12.1, the directors decide on budgets and financial management. As for how the statements are controlled, that must be answered as part of your question on the auditing rules above. --Slashme 18:13, 12 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:32, 6 January 2011 (UTC)

6 Proceedings at meetings of members

  • 6.9 - does this also count for for example electronic resolutions? Effeietsanders 14:39, 5 October 2010 (UTC)
I've suggested that we define "in writing" to include email in the definitions - this should take care of this if implemented. --Slashme 07:30, 13 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:40, 6 January 2011 (UTC)

7 Votes of members

  • 7.4 - "in default the form of proxy shall not be treated as valid." What does this mean? --Slashme 07:36, 13 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:42, 6 January 2011 (UTC)

8 & 9 directors

  • In a similar vein, what constitutes a "casual vacancy" under 8.4? --Slashme 07:44, 13 November 2010 (UTC)
I think it means that should there be a lack of directors, the directors present may fill the spot with any other member to act as a director. LouriePieterse 20:50, 23 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:43, 6 January 2011 (UTC)

13 disqualification and privileges of directors

  • 13.1 - When a director deceases, the membership still will remain active, will the directorate also go to the executor? (doesnt sound like appropriate) Effeietsanders 14:39, 5 October 2010 (UTC)
Good point, we need a legal opinion on whether we need to explicitly exclude this or whether it's covered in some sense already. --Slashme 08:16, 13 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:47, 6 January 2011 (UTC)

14 proceedings of directors

  • If I am correct, there is no mention of a treasurer or secretary. Is this correct? Effeietsanders 14:39, 5 October 2010 (UTC)
I find the constitution a bit confusing, but I think for the 3 quorum directors the roles are divided into: Chair(wo)man, Treasurer and Secretary. ArieScheurwater 20:15, 21 October 2010 (UTC)
That doesn't seem to me to be the correct interpretation: any 3 directors can form a quorum, and the specific roles of the directors (e.g. secretary, treasurer etc.) would probably be for the whole term of the director. These roles aren't specified in this document, however - they could probably be decided at the first directors' meeting. --Slashme 16:38, 14 November 2010 (UTC)
I agree with David on this. I don't know if this is legally required, but I feel that if it's not needed to mention this, then there is no need to do so. Not mentioning this will make this documents also simpler. The directors can sort the different duties out at the first meeting, as mentioned by David. I believe we need a legal opinion on this. LouriePieterse 19:39, 23 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 15:50, 6 January 2011 (UTC)

Bodies and meetings

  • Do I understand correct that the following bodies are defined: 1) General Meeting of members 2) Board of directors 3) Audit Committee. Effeietsanders 14:39, 5 October 2010 (UTC)
I don't know whether a meeting can be considered a body, and I see no mention of an audit committee in the text. Where did you see that? --Slashme 18:13, 12 November 2010 (UTC)
Article 6.1 and 13.2 Effeietsanders 14:04, 18 November 2010 (UTC)
Those talk about auditors, not an audit committee. --Slashme 07:57, 24 November 2010 (UTC)
Clear, thanks. Effeietsanders 16:42, 7 January 2011 (UTC)
Yes check.svg Done From what I gather it seems like this comment is sorted out. See this comment for more detail. LouriePieterse 09:58, 8 January 2011 (UTC)

Resolved during mini-meeting in Stellenbosch

Membership fees

  • 4.4.5 - There is going to be a minimum and a maximum fee, because otherwise the board of directors can implement a membership fee of e.g. ZAR 1000 which is quite high, because a membership fee of ZAR 50 is also quite low. I think it would be good to set a max and min. What is the range we are roughly looking at? Arie Scheurwater (User Page | Talk | Global Contribs) 11:16, 22 October 2010 (UTC)
To clarify: This is a clause to allow a company that donates a significant amount to the Chapter to get membership. I don't think we need to set amounts: the directors can use their judgement in these cases. --Slashme 18:50, 12 November 2010 (UTC)
Comment I have to pay membership fees I am not going to get my parents foundation to donate massive amounts of money. --Arie Scheurwater (User Page | Talk | Global Contribs) 08:13, 16 November 2010 (UTC)
What David is saying makes sense. The directors should analyze each of the large donations individually. I don't really understand what you mean with your last comment Rob. Could you please clarify? LouriePieterse 20:19, 23 November 2010 (UTC)
  • 4.5.2 and 4.5.34.4.2 and 4.4.4: This doesn't distinguish between general and sponsor members in any way. --Slashme 23:03, 2 October 2010 (UTC)
I think you mean 4.5.4 instead of 4.5.3. Sponsored members' dues will be paid by a 3rd party? -- Jeandré, 2010-10-24t20:40z
Slashme means that point 4.5.2 and point 4.5.4 reads exactly the same. Seems like he just had the numbers wrong. Or am I missing something? So we should just add something that say the sponsored members' fees will be paid by a third party? LouriePieterse 13:13, 7 November 2010 (UTC)
Quite correct (although the numbers have since changed). There is no distinction between general and sponsor members in the constitution, so I would say rather just have one item for "general members" and any company that donates more than the normal membership fee gets a membership if they want it. --Slashme 14:43, 14 November 2010 (UTC)
Membership fees should not be confused with sponsorship or any other donation. Membership fees should be a nominal amount that is paid by all members and this is acceptable practice for section 21 companies in South African law. There can be a distinction between a corporate entity membership and personal fees. kaydee 198.54.202.114 08:35, 24 November 2010 (UTC)
I completely agree: the membership fees from individuals will not be a significant source of funding - just a way to clearly show who's a "paid-up"/"card-carrying" member. Do we need the constitution to state that we can waive membership fees for unemployed or poor members? --Slashme 06:15, 4 January 2011 (UTC)

Yes check.svg Done This comment seems to explain the question. LouriePieterse 18:48, 10 January 2011 (UTC)

6 Proceedings at meetings of members

  • 6.4 This allows 1 person to be a quorum. See 6.3 suggestion. -- Jeandré, 2010-10-25t21:03z
Isn't this just a disaster clause for when only one stalwart is left who wants to rebuild after a lot of people lose interest? It only comes into play when everyone is being extremely lax about attending meetings. --Slashme 07:30, 13 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 18:49, 10 January 2011 (UTC)

7 Votes of members

  • 7.3 - does this also include electronically? (for example an email originating from a registered email address to both the secretary and the representant) Effeietsanders 14:39, 5 October 2010 (UTC)
I've suggested that we define "in writing" to include email in the definitions - this should take care of this if implemented. I'm just concerned whether "under the hand of" implies a physical signature. Can we re-word this? --Slashme 07:35, 13 November 2010 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 18:50, 10 January 2011 (UTC)
  • 7.3 - deletion: I changed "...and take part in the meetings and proceedings of the company or companies generally, whether or not he himself/ she herself is a member of the company generally." to read "and take part in the meetings and proceedings of the company generally." - "whether or not" doesn't specify anything useful - no-one would presume that a member wouldn't be able to act under a power of attorney, surely? Also, we're not defining multiple companies here, so we can keep it singular. If this was a mistake for some specific legal reason, please explain! --Slashme 16:05, 14 November 2010 (UTC)
  • There are good reasons for the wording; changed back. Yes check.svg Done --Slashme 16:11, 10 January 2011 (UTC)

14 proceedings of directors

  • 14.8.1 - does this also include electronic signatures, such as on a wiki? Effeietsanders 14:39, 5 October 2010 (UTC)
I guess this depends on what is "legally recognized". If electronic communication isn't legally recognized, we might want to specify a different criterion. --Slashme 08:35, 13 November 2010 (UTC)
I don't think wiki signatures is regarded as legal. What does other institutions do? LouriePieterse 19:35, 23 November 2010 (UTC)
Take a look at what Tobias said. LouriePieterse 15:49, 6 January 2011 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 18:51, 10 January 2011 (UTC)

18 Winding up

This article does not state who takes the decision to wind up. To me it would be normal to let that be the general meeting of members. Clarification would be helpful. Effeietsanders 14:39, 5 October 2010 (UTC)

Normally this is done with a vote from the members. --Arie Scheurwater (User Page | Talk | Global Contribs) 06:05, 8 November 2010 (UTC)
A normal vote, or a supermajority vote? I guess it is good to define this clearly. Effeietsanders 14:43, 7 December 2010 (UTC)
Clarification: I was indeed talking about voluntary winding up, sorry. It would make sense to me to require a Special Resolution for that as defined in the Act (because it is basically as important as a change in the Articles of Association). Effeietsanders 16:45, 7 January 2011 (UTC)
Yes check.svg Done This comment seems to explain the question. LouriePieterse 18:52, 10 January 2011 (UTC)

Comment regarding comments

Sorry for my late reply. I really tried to get to this earlier, but just couldn’t. I have added my comments to the different comments posted above. I think that most of the crucial points have been addressed. Thank you to everyone who went through the trouble to compiled these comments and also everyone who commented on it. LouriePieterse 13:05, 13 October 2010 (UTC)

Q - Hey everyone, I think I am missing the boat here. I would have been more active or gotten involved earlier, but was in Europe speaking at conferences. Anyways what are we trying to establish here, because from the looks of it we have registering a company. Isnt WikiMedia a NPO? Shouldnt we be registering it as an NPO, because we should follow the main goals and objectives of WikiMedia International. Arie Scheurwater (User Page | Talk | Global Contribs) 07:33, 22 October 2010 (UTC)

It is never too late to get involved. We are registering a Section 21 Company, which are not-profit. LouriePieterse 19:03, 20 October 2010 (UTC)
Hey, Yea i should have thought that one through. Arie Scheurwater (User Page | Talk | Global Contribs) 11:27, 22 October 2010 (UTC)

Yes check.svg Done
Q - Why do member 'Article 4.5' have to pay a membership subscription? You going to lose a lot of interest from people, because then the entity becomes dependent on its members and not its partners. Would not it be better if we get partners (DoE, Microsoft or whoever) to pay for costs instead of its members? Arie Scheurwater (User Page | Talk | Global Contribs) 07:33, 22 October 2010 (UTC)

I can only give a general comment of course, but in many other chapters it has proven to be useful to have a low membership fee. That gives you a way to let people go as a member if they don't renew the membership, and you don't end up with huge amounts of members and hence an impossible quorum. Don't make it too high either, though, because you are right that if your main stream of income has to come from your members, not much will happen. Think as well about donations, sponsorships, partners, in-kind participations etc. You can of course play in time with the costs of institutional membership Effeietsanders 13:07, 23 October 2010 (UTC)
A partnership with something like Microsoft may drive away more people. -- Jeandré, 2010-10-24t20:08z
Partnership is about money and not people. Membership is about people and not money. If you advising that we shouldn't be partnering with corporations like Microsoft we might just pack up our things and go, because if the people are going say that we shouldn't partner with corporations, because of personal issues then I am not going to waste my time and effort. Arie Scheurwater (User Page | Talk | Global Contribs) 05:51, 25 October 2010 (UTC)
My suggestion here was separate from my earlier one about personhood (which is much less likely to be accepted). I meant that with Microsoft's history of fighting open source, open standards, [redacted], they might be a poor choice for partner. -- Jeandré, 2010-10-25t15:22z
Another good reason to have a donor company only get one vote: we don't have to agree 100% with their politics because they don't get a hold over us. As Arie said, partnership is about money, membership is about people. The people get to vote on what we do, and donors will give us money when they agree with what we are doing, but don't get to tell us what to do. --Slashme 18:39, 14 November 2010 (UTC) Yes check.svg Done
Archive This is an archive of past discussions. Do not edit the contents of this page. If you wish to start a new discussion or revive an old one, please do so on the current talk page.
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