Thanks Kirill. The plan was to look to WMDC and WMNY for model bylaws. I think the $150 will be adequate to start. Once we have the initial board established I can see if there are any other pressing needs before we go to GAC.
Pine On Sun, Sep 14, 2014 at 5:33 PM, Kirill Lokshin <[email protected]> wrote: > I don't see any reason why Wikimedia DC wouldn't be able to fund the > startup costs you mention (or, indeed, any other startup costs within > reason). I would suggest that you submit a single application for the > entire bundle of things you want WMDC to cover once you've sorted out what > those are. > > With regard to bylaws, the main show-stopper would be having a > non-membership organization, or an organization where the members cannot > exercise any effective control over the board. Beyond that, we're pretty > flexible; I expect that we will be able to offer some specific feedback and > suggestions once we see what you have in mind, but we don't really have a > model set of bylaws that we expect everyone to use. Having said that, > taking bylaws from another affiliate and adjusting them to fit your > particular legal requirements and governance needs is probably easier than > writing them from scratch. > > Cheers, > Kirill > > On Sun, Sep 14, 2014 at 8:24 PM, Pine W <[email protected]> wrote: > >> Hi Kirill, >> >> Thanks. >> >> 1. I was thinking that we would go to AffCom for that first $50 filing >> fee and then go to GAC/PEG when whe have a more detailed budget. If DC >> would like to sponsor the $50 registration fee, that would be appreciated. >> >> 2. What are the elements of bylaws that AffCom does and doesn't want >> affiliates to use? >> >> 3. OK. I was aware that funds were provided for WikiConference USA 2014 >> through a scholarship program that was administered through the organizers, >> and I am glad to hear that this is likely to continue. I believe that the >> Wikimedia Affiliates Conference and Wikimania have very different >> scholarship models. I also believe that Wikimedia UK has a dedicated >> scholarship fund for Wikimania for its members. That said, this may be more >> complicated than we want to concern ourselves with at the moment, and in >> any case the reimbursement fund for bus fares and Seattle-Portland >> transportation is the highest priority, followed by the WikiConference USA >> 2015 scholarships. >> >> 4. If Wikimedia DC is additionally willing to fund the roughly $100 >> annual registered agent commercial service fee for a year, we can go with >> that. It would make things simpler on our end. >> >> Thanks, >> >> Pine >> >> On Sun, Sep 14, 2014 at 5:08 PM, Kirill Lokshin <[email protected] >> > wrote: >> >>> Hi Pine, >>> >>> Overall, I think you're on the right track here. A few specific points >>> that I want to address: >>> >>> 1. While AffCom can, in theory, provide startup funding, we do not >>> typically get requests for it, and consequently do not really have an >>> established process to disburse it. While we could potentially come up >>> with something, it may be easier and faster for you to get funding >>> elsewhere. I would suggest either the WMF PEG program [1] or the Wikimedia >>> DC small grants program [2]; the former will allow you to get more funding, >>> particularly if you plan to roll program expenses into your grant request, >>> while the latter is faster and requires less paperwork if your short-term >>> funding needs are more limited. >>> >>> 2. Assuming that you do proceed with incorporation, please make sure to >>> submit your proposed bylaws to AffCom for review, since issues with bylaws >>> are a major cause of rejected affiliate applications, and could potentially >>> impact the renewal of your recognition next year. >>> >>> 3. Travel to the Wikimedia (Affiliates) Conference is traditionally >>> fully funded for all invited representatives. Assuming the current system >>> remains in place next year, you will be eligible to send at least one >>> representative, and possibly two, with the costs paid for by the hosting >>> chapter, so I would say that this conference probably doesn't need to be a >>> priority as far as scholarships are concerned. >>> >>> 4. With regard to registered agents, there is often a requirement that >>> they be available at the listed address during business hours; I haven't >>> checked whether this is the case in Washington, but you should probably do >>> so if you're looking to have a volunteer serve in this position. My >>> recommendation, incidentally, would be to use a commercial registered agent >>> service; it's not expensive, and will ensure that you don't miss anything >>> critical. >>> >>> Cheers, >>> Kirill >>> >>> [1] https://meta.wikimedia.org/wiki/Grants:PEG >>> [2] http://wikimediadc.org/wiki/Grants >>> >>> On Sun, Sep 14, 2014 at 7:45 PM, Pine W <[email protected]> wrote: >>> >>>> Hi Cascadians, >>>> >>>> As you saw, we have approval from AffCom. We now need to get a few >>>> things in order for the legal structure. I apologize for the length of this >>>> email. Those who have legal backgrounds will be familiar with much of what >>>> I am describing here, and any lawyers on the list with Washington nonprofit >>>> expertise can correct me if I make any errors. >>>> >>>> 1. We need two people to sign the WMF affiliation agreement. One of the >>>> WMF attorneys, Stephen, is coordinating this process on their end. I have >>>> reached out to him and asked for his preferences for who will sign the >>>> agreement. >>>> >>>> 2. Incorporation as a nonprofit in Washington State is fairly >>>> straightforward, but the situation gets more complicated if we want to >>>> raise funds, especially out of state, or if we want 501(c)(3) status. I >>>> suggest that we take one step at a time. We will need to do a few things to >>>> incorporate, detailed below. >>>> >>>> 3. We will need someone to serve as our registered agent which would >>>> include providing their legal name and address; one of our members might be >>>> willing an able to do this for us, or we can hire a service to do this for >>>> us for about $100 per year. I would prefer that if one of us is willing to >>>> serve as the registered agent that they also be willing to serve as >>>> secretary for the organization, so that this person can easily handle >>>> correspondence between us and the Secretary of State's office. The job is >>>> likely to be low volume, but it's important that documentation matters are >>>> handled in a timely and accurate manner. Are there any volunteers for the >>>> secretary / registered agent role? Feel free to contact me off list. >>>> >>>> 4. In addition to the registered agent, we will need board members. >>>> These individuals are legally responsible for the organization, similar to >>>> the WMF Board of Directors on a small scale. Their legal names (but not >>>> necessarily their Wikimedia usernames) are public, and I believe that for >>>> their physical addresses they can list the address of the registered agent >>>> (I can check that with the Secretary of State). The board members will be >>>> involved in the joyful tasks of writing bylaws, approving budgets, setting >>>> priorities, etc. I am hopeful that we will have 5 to 9 volunteers, and a >>>> number of people have indicated their interest. I want to be very clear >>>> that people who volunteer will have their legal names made public and >>>> possibly their addresses. I would like to ask those who are still >>>> interested to email me off-list and/or contact me in person, and I will >>>> also bring up this subject with people when I see them in the next month or >>>> two. The members of the board also have a lot of discretion in how officers >>>> of the organization are appointed; for example, the Board will need to >>>> approve people for the secretary / registered agent role. I believe that >>>> Washington law requires that the secretary and the president be different >>>> individuals, so the Board will also need to decide on a president, and >>>> possibly other officer roles if the Board wants to establish them >>>> separately. >>>> >>>> 4. Funding: initial funding needs, fortunately, are small since we have >>>> no staff. I estimated earlier that a total first year of operation cost >>>> would be about $1000, which I hope we can get from Affcom or GAC. The >>>> startup costs simply to register as a nonprofit in Washington is $50 >>>> including the "expedited" filing fee (I could call the Secretary of State >>>> to find out what the non-expedited turnaround time is). I am hopeful that >>>> Affcom would be willing to provide the $50 to us, and later we could write >>>> a more detailed budget for Affcom or GAC for the remaining funding. This >>>> includes funds for online bookkeeping software so that all directors can >>>> view the organization's accounts. >>>> >>>> 5. Programmatic work: initial priorities that I have heard include >>>> >>>> *Getting press-level access for members to Seattle public works projects >>>> >>>> *Continuing support of edit-a-thons and related content creation events >>>> >>>> *Establishing more systematic relationships with education, GLAM, and >>>> research institutions in our area; I personally am particularly interested >>>> in relationships with the Gates Foundation and the University of Washington >>>> regarding matters of public health and education, including the possibility >>>> of establishing a Wikimedian in Residence position at one or both >>>> organizations. We also have some excellent GLAM institutions and we could >>>> explore having edit-a-thons or WiR positions at those organizations. >>>> >>>> *Creating a travel cost reimbursement fund, e.g. to reimburse members >>>> for gas for trips between Seattle and Portland for those attending >>>> edit-a-thons in the other city, to reimburse bus fares for those who attend >>>> our events, etc. We might also try to arrange scholarships for Wikimania >>>> 2015, WikiConference USA 2015, and Wikimedia Affiliates Conference 2015 >>>> (name and program still under discussion) through this fund. I feel that >>>> WikiConference USA is particularly relevant to our work and I hope that a >>>> few of us will attend in 2015. >>>> >>>> *Exploration of the possibility of hosting WikiConference USA in 2016 >>>> at the UW >>>> >>>> The Board will be responsible for setting these priorities. >>>> >>>> 6. Membership: in addition to Board members, we may have many other >>>> members of the organization who participate in our events and inform the >>>> Board of their wishes for support. Typically, the regular members elect >>>> Board members from among themselves, and membership is construed broadly, >>>> sometimes with a nominal fee. Wikimedia UK charges 5 GBP per year for >>>> individual membership, which is roughly $8 USD. The Board sets any fees and >>>> may establish scholarship programs fee waivers. >>>> >>>> I hope that in roughly the next month we will have decided on founding >>>> Board membership, the Registered Agent role, and the signatories for the >>>> WMF affiliation agreement. >>>> >>>> Please feel free to contact me here or off-list with any questions. I >>>> will be at the TA3M meeting tomorrow and you can contact me personally >>>> there; depending on traffic I also hope to arrive early at the Least >>>> Squares social tonight. I'm happy to set up Google video or IRC >>>> conversations with people who are willing to volunteer for Board roles. My >>>> hope is that we will get a number of active and involved Board members so >>>> that the workload of getting established is relatively light on each >>>> individual person. >>>> >>>> I'm cc'ing this email to Kirill and Tanvir to ask if they have any >>>> advice or points that they would like to add in their roles as our AffCom >>>> liaisons. I would also appreciate information from them about how we go >>>> about requesting startup funds from AffCom. >>>> >>>> Regards, >>>> >>>> Pine >>>> >>> >>> >> >
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