Hi  Gonçalo,

Looks to me like someone in the WMF has decided that, given the recent
challenges with WMPT, it's a good idea to create a chapter agreement that's
somewhat more restrictive in terms of trademark usage and reporting as a
way of mitigating any future problems the chapter might encounter.

Of course, I may be misinterpreting this (which is easy to do). But if
you're someone in the WMF whose job it is to worry about the risks of
various courses of action, including signing chapter agreements, then this
would probably look like a sensible thing to do.

From a broader perspective... well, it does look like we're creating a new
kind of chapter with slightly fewer rights as a result of the chapter
encountering governance issues. This is a new way of approaching this kind
of issue (many chapters and the WMF have all had significant governance
issues at some point, without anyone wanting to renegotiate the founding
agreements between them), and I am not sure it's healthy, at least not
without being embedded in a broader framework.

Pretty much the only thing you can do in the circumstances is go back to
the WMF with queries and/or a counter-proposal. This is what is normally
what happens in contract negotiations, including within the Wikimedia
movement, and generally speaking these proposals are usually open to
negotiation.

It's already clear from the WMPT situation (and others) that how the
movement deals with 'difficult situations' involving affiliates is pretty
unclear. I think there are questions to ask about the right balance between
investigation, development support, conflict resolution, and risk
mitigation/disciplinary measures. There are also questions about whose job
it is to do all of these things. And it's not helped by the fact that there
is no clear definition of what a chapter (or any affiliate) is for, and
what the expectations of the affiliate/WMF relationship should be.

Chris



On Mon, Jan 28, 2019 at 12:58 AM GoEthe.wiki <goethe.w...@gmail.com> wrote:

> (sorry for cross-posting, but since this is a time sensitive issue, I would
> like to get as many comments as possible)
>
> Dear all,
>
> Last 30 October, the Wikimedia Foundation (WMF) decided it needed more time
> to evaluate the case of Wikimedia Portugal, it extended the suspension of
> Wikimedia Portugal, and said that they must use the time that would
> otherwise be the termination period for the Chapter Agreement between
> Wikimedia Portugal and the Wikimedia Foundation, therefore giving notice of
> termination of the Chapter Agreement. WMF also said that if Wikimedia
> Portugal fully and completely resolved the issues described above and
> otherwise remained compliant with its obligations as a chapter - which
> happened, and the suspension was lifted - then WMF would sign a new chapter
> agreement with Wikimedia Portugal. The current chapter agreement therefore
> terminates this 31 January. On 25 January WMF sent us a new proposal of
> Chapter Agreement for Wikimedia Portugal to sign. It can be seen here, side
> by side with the current Chapter Agreement Wikimedia Portugal has with the
> WMF:
>
> https://pt.wikimedia.org/wiki/Utilizador:Alchimista/Chapter_Agreement
>
> This new proposal differs in many ways from the Chapter Agreement currently
> in place, and from the ones other chapters have signed (at least the ones
> that are public) and we have several questions about it, so we would like
> to ask the Wikimedia Portugal associates, other affiliates and the
> Wikimedia community in general to help us by clarifying some of these
> questions and weigh in on the advantages and disadvantages of continuing
> being a WMF affiliate under these changed conditions.
>
> We have also accordingly asked from the WMF a two month extension of the
> current Chapter Agreement, to allow for proper discussion of their
> proposal.
>
>
> Main concerns:
>
> These are some of the main differences we found that are concerning us
> (first in italic the current agreement, second in bold the new proposal)
>
>    -
>
>    “This Chapter is authorized to cover the geographic region of the
>    Portugal. The Foundation will not seek to create or authorize the
> creation
>    of any additional chapter within this geographic region. The Foundation
>    will not engage with other local organizations without consulting with
> the
>    chapter.” (Current CA) disappears entirely, and becomes “WMF hereby
>    recognizes Chapter as part of the Wikimedia movement supporting its
> Focus
>    Area.” (i.e. Portugal)
>    -
>
>    Chapter shall do business as “Wikimedia Portugal, an independent
>    organization for Wikimedia volunteers in Portugal”, irrespective of its
>    locally incorporated name. - this seems unique among chapters, and in
>    our view conflicts  with the possibility of affiliates including both
>    volunteers and professionals, as well as both Wikimedians and people
>    otherwise engaged and interested in programs, such as teachers,
> librarians
>    and museologists.  The tagline also seems cumbersome, awkward and we
> don’t
>    understand its purpose.
>
>
>    -
>
>    The Foundation agrees to support the activities of the Chapter and to
>    not engage in any activity that might negatively impact the work or
> image
>    of the Chapter.  (This disappears in the current proposed agreement)
>    -
>
>    Exhibit B, 2. Approved use: Use of trademarks seems to be limited to the
>    geographic space of Portugal: “with respect to Chapter’s activities in
>    Portugal”. Does this mean that use in events, activities and
>    partnerships involving other countries (Wikimedia España, other
> Iberocoop
>    members, etc) requires a special authorization beforehand?
>    -
>
>    Exhibit B, 2. Approved use: “Promotion material that is not intended for
>    Wikimedia outreach activities or community-focused events as defined in
> the
>    Wikimedia Trademark Policy (which may be found at <
>    https://foundation.wikimedia.org/wiki/Trademark_policy >) are not
>    approved under this License and would require specific approval under
>    Section 3 below.” This one is a bit convoluted and even within our group
>    we have different understanding of what this means. Many of our present
> and
>    past activities include GLAM partnerships, photo contests, and
> conferences
>    not in “WikiCon” style. By following the link for the Trademark policy,
> it
>    is not clear if these activities are included in the definition of
> outreach
>    or if section 4 of the Trademark policy apply. This could mean that
> these
>    activities need a bureaucratic procedure defined as a permission in
>    writing (by physical mail or by an email to tradema...@wikimedia.org)
> to
>    use the Wikimedia Marks outside the scope of this License (“ Additional
> Use
>    ”). Each such request must include: (1) reference to this agreement; (2)
>    attached samples of the proposed use; and (3) the date(s) and scope of
> the
>    proposed use. Bureaucratic procedures increase enormously from the
>    current situation, without giving any apparent advantage over
> non-affiliate
>    community members;
>    -
>
>    Use of the name and logo of Wikimedia Portugal in its fundraising
>    campaigns apparently must now be authorized beforehand (points 3.2 and
> 3.3
>    of the Trademark Policy
>    https://foundation.wikimedia.org/wiki/Trademark_policy )
>    -
>
>    Exhibit A, 5.4  Chapter governance reports: “Upon the request of WMF,
>    but no more than once per year, Chapter shall provide WMF with a report
>    analyzing the effectiveness of Chapter’s governance structures. The
> report
>    shall be prepared by a firm external to Chapter, and Chapter shall
> provide
>    WMF with a copy of the report written in or translated into English.” In
>    an organization with limited resources such as Wikimedia Portugal,
> having
>    to comply with such a request without providing the means to realize it
>    would most probably dictate its end. We would rather have it explicitly
>    state what conditions would trigger such a report, and that it would
> not be
>    a financial burden;
>    -
>
>    Termination: “The term of this agreement is one year and is
>    automatically renewed unless notice is given three months in advance by
>    either party.” (Current CA) becomes (7.1) “This Agreement will
>    automatically renew for additional 1-year terms (“ Renewal Term ”),
> unless
>    either party provides written notice of its intent not to renew 30 days
>    prior to the end of the Term or Renewal Term.” (7.2) “This Agreement
> may be
>    terminated by either party without cause upon 60 days written notice to
> the
>    other party.”
>
>
> Thank you for your attention, and we appreciate any comment you might have.
>
> Best regards,
>
> Gonçalo Themudo
>
> *Presidente*
> *Wikimedia Portugal*
> *Email: *goethe.w...@gmail.com
> *Website: *http://pt.wikimedia.org <https://sites.google.com/view/themudo>
> *Imagine um mundo onde cada ser humano pode partilhar livremente a soma de
> todo o conhecimento, na sua própria língua.*
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