Talk:Statutes

Waarom niet heel eenvoudig knippen en plakken van de anderstalige wikipedias? Voor de franse verzie bijv. promotion de la libre diffusion de connaissance Lotje (talk) 14:36, 24 September 2013 (UTC)
Lotje , Omdat je rekening moiet houden met de belgische wettelijke context--DerekvG (talk) 21:16, 24 September 2013 (UTC)

Feedback Affiliations Committee

Hi,

thanks for the dedicated work and the English translation. I know this hasn't been an easy process for you thanks to the legislative and bilingual situation. Please consider this feedback as constructive feedback. As explained before, there are three major criteria when approving a chapter candidate:

1. trust: can we trust that you're genuinely trying to accomplish the same mission etc.
2. viability: do you have the people and structures in place to become a viable and sustainable organization that has a real impact and
3. good bylaws. We're currently in the step of determining the third point.

I tried to indicate for each point how crucial it is. When something is marked as minor it is just something that caught our attention, and we'd like you to be aware of it. It's up to you how to deal with that - as long as you thought about it. If marked medium we would hope that you have a good reason for this approach, because in principle we feel it would be unwise unless you have a good reason. It would be appreciated if you could explain that reason or line of thought - but usually it would not get in the way of approval. If something is marked as important, it is quite important to us that you consider this very seriously. It might be a dealbreaker to at least one committee member unless you have a good explanation why you have chosen this. Of course question refers to open questions - behind this might be worries about the structure of course. I hope this explains a bit the approach we're taking.

In this case, I have asked the committee members to place their points directly here. That means that there will probably be a few more points, and that we did not internally discuss them before placing them. If you feel comments are contradictory, feel free to point that out. In the end our goal is in this step that your organization starts off with a solid set of bylaws that are useful and workable - important for a stable organization. Hopefully this will decrease disruptions when things get tough. Effeietsanders (talk) 19:24, 5 October 2013 (UTC)

Feedback goals/objectives

•  Done 3.1 (medium): The organisation "Wikimedia Belgium" collaborates with the "Wikimedia Foundation" and its international network of chapters. It supports their projects and events - I'm a bit worried about the exact wordings of this article. I would suggest to put this a bit more vaguely, for example something similar to the VWN bylaws of Wikimedia Nederland also available at the Handelsregister from the Kamer van Koophandel (KvK). First a very general statement of the goals, then indicating that one of the ways of achieving those goals would be the supporting of the goals of the Wikimedia Foundation.

See changes in Document. --Dimi z (talk) 13:16, 13 October 2013 (UTC)

•  Done 3.2 (minor): I would not quote external documents. Either include it as your own, or make a reference to it.

See changes in Document. MADe (talk) 13:21, 13 October 2013 (UTC)

Actually we removed art. 3 § 2 - Geertivp (talk) 14:32, 13 October 2013 (UTC)

•  Done 3.3 (important): It seems (among others because the translations don't match up) that your goals are still in development. Please make sure they are phrased such, that they are widely carried by all members. They should probably be broad, and not too specific (the English version is OK in that, but the French/Dutch are too detailed it seems).

Please consider only the English version official and up to date for the affiliation process. We will make sure the NL and FR versions reflect the EN one after all changes have been made and approved. --Dimi z (talk) 11:31, 13 October 2013 (UTC)

This needs to be clarified. I'm keeping track of all changes in both versions. The Dutch version is the leading version, except for the objectives (§3), who are only described in detail in the English version MADe (talk) 13:04, 17 October 2013 (UTC)

•  Done 3.3.1 (minor): Promote free access to and sharing of all knowledge at regional, federal and European levels - why not promote worldwide too?

See changes in Document. MADe (talk) 13:22, 13 October 2013 (UTC)

We want to focus on the Belgian context -- within our responsibility (national content + European capital). We want of course to align and be consistent with wordwide content. - Geertivp (talk) 14:42, 13 October 2013 (UTC)

•  Done 3.3.6 (medium): Handle national public relations requirements - this gets tricky, depending how you interpret it. It could be interpreted (given the context of earlier articles) that you're going to be WMF's agent for Public Relations. This might make you liable, something you'll want to avoid. I would in the mission just focus as much as possible on free knowledge, and only mention Wikimedia projects as example or focus point.

We updated 3§1 and removed 3§2 in order to avoid mutual liabilities. This should avoid wrong interpretations. MADe (talk) 13:27, 13 October 2013 (UTC)

•  Done 3.4 (minor): it is unclear if you're referring to the languages or the neighboring countries' communities.

We support free knowledge, especially focusing on the languages native to Belgium. Thus said, it doesn't matter whether a community that we can help is local, is a neighbouring country or is at the other end of the world. --Dimi z (talk) 13:30, 13 October 2013 (UTC)

We are referring to both countries and languages. So collaboration with e.g. Luxembourg, Austria, Switzerland, Canada, or even Suriname might be possible as well. Since we are international oriented in Belgium we do welcome possible collaboration with any EN speaking country as well... - Geertivp (talk) 16:54, 13 October 2013 (UTC)

Feedback Members

•  Doing… general question: could you please explain how you intend to use the categories of full member and associate member in practice?

In Belgian organisational practice there is the legal concept of voting and non-voting members. That ensures long-term stability. Upon filling out the membership form you become an associate member (non-voting). After six months the Board can approve you to become full member (with voting rights).--Dimi z (talk) 11:39, 13 October 2013 (UTC)

Yes, I understand that this is the theoretical situation. However, you're not saying for example that the approval to become a full member will be for example a rubber stamp procedure (that in principle everyone will always be approved), or that it will be a new procedure where subjective criteria play a role. This is rather tricky because it could keep out people from the voting membership. Effeietsanders (talk) 17:22, 13 October 2013 (UTC)

I do not see a problem here. The procedure should be clearly described (the appeal procedure via GA has been agreed upon but at this moment still has to be formally added into the statutes). See topic 6 and 6.2 below. - Geertivp (talk) 09:40, 14 October 2013 (UTC)

OK, so I understand from you that you see it really as two separate procedures rather than the second being a final step in the procedure. Not my preference, but this is your call - it does mean that the provision of appeal (see below) of course should apply to both procedures then. Effeietsanders (talk) 11:10, 16 October 2013 (UTC)

The in the procedure clear guidelines will be laid out as to why applicants are refused voting rights or get their voting rights taken awy, often this has to with previous exclusion form or with not fulfilling the basic conditions for obtaining that status --DerekvG (talk) 01:19, 26 October 2013 (UTC)

•  Done 6 (medium/important): If an application is rejected by the board, there is currently no appeal procedure. This would mean that once a board is voted in, they can heavily influence the membership by only allowing new members that like them. I would suggest to include a procedure where rejected applications can appeal to the General Assembly. You can find an example of such mechanism in the Wikimedia Nederland statuten.

We propose that the appeal procedure is as follows: An application initially rejected by the board can be appealed at the General Assembly, which may vote to accept the application. We will have our legal advisors check whether such wording can be added to the text. --Dimi z (talk) 11:44, 13 October 2013 (UTC)

This sounds like a common appeal procedure, thanks. Two practical suggestions, I would suggest a wording like 'the next General Assembly' to avoid the suggestion that you will call a special assembly for it. Also, you might want to add that the applicant then has the right to be present at this assembly, and to speak on this topic (kind of obvious though). Effeietsanders (talk) 20:01, 14 October 2013 (UTC)

there is always an appeal procedure even if that is not explicitated in bylaws, in matters of membership the general assembly is the last station in the decision chain --DerekvG (talk) 01:21, 26 October 2013 (UTC)

We discussed this with our legal consultants and added the fall back option in our statutes MADe (talk) 17:44, 28 October 2013 (UTC)

I don't see the procedure in the current version. Could you please point to it? Thanks. Effeietsanders (talk) 22:07, 28 October 2013 (UTC)

English version was updated MADe (talk) 16:17, 3 November 2013 (UTC)

•  Done 6.2 (minor): it is unclear if they have to make a statement that they do not fall under these categories, or that they have to proof it. Or should someone who's against proof that they do not fulfill the requirements? Where lies the burden of proof?

These requirements are common practice in Belgium. The burden of proof lies with the Board when rejecting the admission. As all requirements are objective this is possible. It is also not considered a problem that some requirements might be difficult to check. - Geertivp (talk) 17:01, 13 October 2013 (UTC)

Normally a request for full membership will be approved by the Board, unless one or the criteria is considered to be violated. In that case an appeal procedure via the General Assembly is possible as described under in article 6 above. - Geertivp (talk) 09:40, 14 October 2013 (UTC)

Thank you for clarifying the burden of proof. Effeietsanders (talk) 19:37, 14 October 2013 (UTC)

•  Done 6.2.1 (minor): As you probably know, many Wikimedians are not adults. It is likely you will get at least some membership applications of minors. In some countries becoming a member is possible then, if a parent/guardian agrees. Also, the definition of 'age of majority' is a tiny bit vague as there are multiple definitions for this. I would suggest to make the age explicit.

We will add two points to the this part: The age of majority will be according to the country of residence of the member. Minors will be allowed full membership with a proxy declaration by their adult representative. These points are already implied in the text and will be made explicit. We will ask our legal advisers to validate the new text. --Dimi z (talk) 12:00, 13 October 2013 (UTC)

In addition to that there is no age limit for associated members - Geertivp (talk) 14:57, 13 October 2013 (UTC)

Looking forward to these clarifications, thanks. Effeietsanders (talk) 11:10, 16 October 2013 (UTC)

Ok, we will add the definition of "age of majority", and the posibility of a adult gardian MADe (talk) 17:39, 28 October 2013 (UTC)

•  Done 6.2.5 (medium): Why this threshold of six months? Is this a requirement, or is there a specific fear at the foundation of this?

Six months are enough to ensure organisational stability. We believe that anything longer than 6 months will be too long. This period is common practice among Belgian associations. --Dimi z (talk) 12:02, 13 October 2013 (UTC)

I feel that six months is a very long time in Wikimedia - and that this way you deprive yourselves from community members easily becoming a full member. Many of these other associations probably have less of a situation where they work a lot with their potential members already (the editing community) before they join the membership. But, in the end your call. Effeietsanders (talk) 11:10, 16 October 2013 (UTC)

The duration of 6 months is typical with other organisations as well. We will keep this time at six monthsMADe (talk) 17:44, 28 October 2013 (UTC)

•  Done 8 (medium): Why put a maximum of 1200 euro? Do you actually want to be able to set a contribution of that high amount?

Under Belgian law a maximum membership fee has to be stated in the articles of association. We hope that by choosing this high amount, we would prevent any future unnecessary statutory changes (which cost money). See next point for further explanation --Dimi z (talk) 12:07, 13 October 2013 (UTC)

•  Done 8 (medium/important): is there a reason why setting the fee is a board authority, and not for the General Assembly (as with most chapters)? Especially if you suggest such a ridiculous high amount, this might raise eyebrows.

We will change this authority to the General Assembly. This will provide for stable membership fees and avoid Board arbitrairiness. --Dimi z (talk) 12:07, 13 October 2013 (UTC)

We intend to be as democratic with membership fees, as possible. Still we want to be financially self-supporting as much as possible. - Geertivp (talk) 17:01, 13 October 2013 (UTC)

OK, as this authority lies now with the General Assembly, the high maximum is less of an issue. Thanks for the improvement. Effeietsanders (talk) 11:10, 16 October 2013 (UTC)

I don't see this processed yet. Effeietsanders (talk) 22:10, 28 October 2013 (UTC)

English version was updated MADe (talk) 16:17, 3 November 2013 (UTC)

Feedback Board

•  Done 11 (medium) at least three and a maximum of eight directors. In most chapters, boards have an odd number of members so that ties can be easily broken, especially. I suggest decreasing the maximum number of directors or rather increasing the minimum to four to prevent situations where the Board might be evenly split on a decision. --Maor X (talk) 16:22, 7 October 2013 (UTC)

We aknowledge the benefit of having an odd number of Board members and we will strive to abide by this principle. We don't want to have it as an explicit rule as a situation may arise where e.g. 4 members are candidate and the GA wants to have all of them but it's not allowed to. According to our statutes (Article 15 Paragrah 4), in case of a tie the vote of the chairperson (or his replacement) is decisive. --Dimi z (talk) 12:15, 13 October 2013 (UTC)

I told you in the meeting to use always odd numbers of board members--DerekvG (talk) 01:28, 26 October 2013 (UTC)

•  Done 12.1 (question) Directors are appointed for a period of two years and are eligible for re-election.. Can they be re-elected indefinitely or a fixed number of times? --Maor X (talk) 16:37, 7 October 2013 (UTC)

Board members can be reelected multiple times, as long as they are approved by the general assembly.MADe (talk) 12:18, 13 October 2013 (UTC)

•  Done 15.1 (minor): [The board] is competent for all matters, except for those which are explicitly reserved for the General Assembly by law. - I am assuming this should also mention the bylaws and Rules of the association? (for example, if the bylaws state that the General Assembly is in charge of determining the color of the wallpaint in the offices)

The responsability of the board includes everything, except for matters legally reserved for the GA, and matters reserved to the GA in the statutes. MADe (talk) 12:24, 13 October 2013 (UTC)

That is however currently not what this article states :) It's just a bit confusing. Effeietsanders (talk) 11:18, 16 October 2013 (UTC)

indeed effeitsanders is right remove "by law , and your sentece reflect that either the law or the statutes determine what the board responsabilities are --DerekvG (talk) 01:28, 26 October 2013 (UTC)

I have removed "by law" from both versions per Derek suggestions. Getting confirmation from our legal counsel would be nice. Afernand74 (talk) 17:20, 30 November 2013 (UTC)

•  Done 19.1 (minor): I would suggest to add to this "or similar services" (keeping in mind that the companies involved might change).

We will add this extension MADe (talk) 12:24, 13 October 2013 (UTC)

Added MADe (talk) 17:45, 28 October 2013 (UTC)

•  Done 20.1.1 (question): The Board of Directors may transfer its powers to carry out certain actions and duties, under its own responsibility, to one or more of the directors or to any other person (...). - Does 'certain' here refer to a specific list or set of duties, or could the board simply defer all its powers to any person? Does Belgian law provide limits and guarantees for this? I would at least suggest that the board has to publish/declare a complete list of such proxy powers to the membership so that the membership can hold proper overview.

The wording might be as follows: specific responsibilities could be delegated; but the control and final responsibility will by Belgium law always remain with the board. The board will have always the possibility to revoke any delegation. - Geertivp (talk) 12:34, 13 October 2013 (UTC)

OK. I would still suggest that the board publishes such delegations, but that doesn't per se have to be included in these bylaws. Effeietsanders (talk) 11:18, 16 October 2013 (UTC)

I said on several occaosion to provide an article that says what and how such delegations should be done  : The Board of Directors may delegate the power to carry out specific activities, to one or more person(s)(...). such delegations might refer to a specific well-determined project (task) or cover a well-determined period of time; such delegations should be reported to the GA ( in which case the baord remains in control and ultimately responsible ; When such delegations are subjected to the approval of the GA and published (in the Moniteur/Staatsblad) the mandate holder has his proper responsibilities and he reports independently to the GA ( i.e he operates outside the control an responsibility of the board ; that is a legal provision and it should be described in the statutes like that, if you don't decribe it like that the legal provision applies and the GA doesn't have to approve --DerekvG (talk) 01:41, 26 October 2013 (UTC)

•  Done 20.1.2 (minor): The Chairman is elected for a one year period (which may be extended) and is elected from among the directors who have been serving on the Board for at least six months. - why this restriction of six months again? It might very well be that you elected an excellent chair, or that the only remaining board member from last round simply sucks as chair (people have their qualities). If not legally required, I'd suggest to drop that requirement. If experience is necessary, I bet the board can keep that in consideration when electing.

We will remove the six month requirement for the chairman. MADe (talk) 12:36, 13 October 2013 (UTC)

Rmoved MADe (talk) 17:49, 28 October 2013 (UTC)

•  Done 21 (minor): on one side, this article seems somewhat unnecessary if you keep in mind 20.1 . But at the same time, it might help to define committee structures this way - but I would suggest to make it a bit more general then, so that all committees work the same way. Just a thought.

The executive management is a formal institution within Belgian association law with clearly defined responsibilities within the law. It is appointed by the board. The daily management is managing high urgency day-to-day issues, or issues with a low impact that don't require Board involvement. Examples are managing the office, membership administration, archiving,

Proxies according to art 20 have to be formally approved by the board. The proxied responsabilities must be specific and detailed.

In practice the responsibilities for the daily management will be shared amongst the board members in the first years. A separate executive committee will only be provided in a bigger organisation, after a few years. MADe (talk) 12:49, 13 October 2013 (UTC)

I realize that. I was more talking about the practical points made in article 21, which might also be helpful for other committees (appointment, term of office, representation). Anyway, just a thought. Effeietsanders (talk) 11:18, 16 October 2013 (UTC)

daily management is often mandated to an appointed mandate holder, sometimes an employee who reports to the board but is often also given himself a controle-duty over the board (overseeing that board members don't abuse their powers or are subject to s conflict of interest) --DerekvG (talk) 01:46, 26 October 2013 (UTC)

Feedback General Assembly

•  Doing… general question: In these articles you mention several times 'handing over to the board' - could you confirm that a simple email would suffice? Should this be made explicit?

We will explicitly mention this in the text. --Dimi z (talk) 12:52, 13 October 2013 (UTC)

Clarified MADe (talk) 17:52, 28 October 2013 (UTC)

Thanks for that. However, it was added as 'in writing or by email' and only on the first occasion. That suggests that in the second - fifth occasion an email is not sufficient. Effeietsanders (talk) 15:52, 21 November 2013 (UTC)

I have added the word "any"

I think there is some confusion here. Because the current phrasing on 22.2 now says "must be issued in writing or using an email" it suggests that "using an email" is not the same as "in writing". There are a few instances where "in writing" is used, where I assume you also want to make email possible (6.1, 7, 9.1, 14.1 and 28.1) besides that there is another instance of handing over on 28.1 . Instead of spelling out 'writing or email', I would suggest to somehow define somewhere that writing/handing over will include email from a verified email address unless prohibited by law. Effeietsanders (talk) 00:11, 30 November 2013 (UTC)

Good point. I replaced the two occurences of "handed over" with "submitted to" to be consistent with the rest of the text. I removed "in writing or by email" to avoid possible misunderstandings. Is that sufficient? I am not sure statutes have to be that specific. What do you think?Afernand74 (talk) 17:56, 30 November 2013 (UTC)

•  Done 22 (question): Is there a specific definition of counsel or could that be anyone?

In the Dutch translation "raadsman" is equivalent with "legal expert".--Dimi z (talk) 12:52, 13 October 2013 (UTC)

counsel / raadsman could eb anyone with expertise , often its a lawyer because procedure and legal knowledge are required in these matters but it doesn't have to be a lwayer--DerekvG (talk) 01:51, 26 October 2013 (UTC)

•  Done 24.2 (question): Could you clarify this statement? Is it a general statement, or specific given the context?

The power and responsibility to organise a GA lies with the Board. The Board may fully or partially delegate the execution of the GA (s. Article 20)--Dimi z (talk) 12:58, 13 October 2013 (UTC)

within the limitations of the law , the baord has the power and responsibility to cenvene the GA , it also has the obligation to convene within reasonable delay if 1/20th of the member ask for such a meeting to be convened --DerekvG (talk) 01:54, 26 October 2013 (UTC)

We will doublecheck the trnslation of this sentence. The one in Dutch ("De beslissingsbevoegdheid is voorbehouden aan de raad van bestuur, de uitvoeringsbevoegdheid wordt gedelegeerd aan een door de raad van bestuur aan te duiden persoon.") is clear MADe (talk) 17:58, 28 October 2013 (UTC)

I think the confusion is primarily whether this statement only reflects on calling the assembly, or is a general one that is valid everywhere. Effeietsanders (talk) 22:16, 28 October 2013 (UTC)

English version was updated MADe (talk) 16:17, 3 November 2013 (UTC)

I don't see a change - am I missing something? Effeietsanders (talk) 15:57, 21 November 2013 (UTC)

I have made this explicit...

Clear, thanks. Effeietsanders (talk) 00:13, 30 November 2013 (UTC)

•  Done 33.2 & 33.3 (medium): In case members or associate members or directors of the organisation (or legal entities of which they are a shareholder, director or employee) deliver goods or services in return for payment or secure tenders, the General Assembly must be informed (...) - This sounds a little too general for a Conflict of Interest policy. I assume at least this should be limited to services etc. to the Association? Also, it doesn't specify a time path (in advance, immediately, at the next General Assembly?)

It is not possible to predict all potential conflicts of interest, which is why this needs to be kept general. Legally this is not an issue. We will double-check this part with our legal counsel and add that the Board has to be informed. This makes the entire Board responsible. --Dimi z (talk) 13:03, 13 October 2013 (UTC)

My problem is that if you have an independent consultant as a member (!) you're basically requiring them to give an exhaustive list of all their clients and all the contracts. That seems unreasonable. Limiting this to only contracts with the association seems all right, but /all/ contracts? I doubt you'll have a lot of independent contractors (or any employees) as a member this way. Assuming they read the bylaws. Effeietsanders (talk) 11:26, 16 October 2013 (UTC)

Will check this MADe (talk) 13:25, 17 October 2013 (UTC)

We checked with legal counsel. They advise to keep the current setup, as it has been proven in court. MADe (talk) 17:58, 28 October 2013 (UTC)

•  Done 33.4 (question): What are the required majorities for this? I assume 2/3?

The law mandates a 2/3 majority to exclude a member. Other measures require a regular majority. We will clarify this in article 33.4 MADe (talk) 13:09, 13 October 2013 (UTC)

Clarified MADe (talk) 17:53, 28 October 2013 (UTC)

Clarified in 33.1 indeed, thanks. Effeietsanders (talk) 16:05, 21 November 2013 (UTC)

•  Done General (medium/important): To assure that members will freely vote without fear of retribution, it is common that votes about persons (elections, expulsions, disciplinary action etc.) are secret, written votes. Usually other votes are by headcount. I don't see any specification in these bylaws about the method of voting. Probably it would be good to specify this - this will especially be important in cases where there are big conflicts (hopefully not anytime soon).

This can be decided on by the general assembly. MADe (talk) 13:09, 13 October 2013 (UTC)

This is not the kind of thing you want to decide on the spot though. It is customary in many organizations that you already have a headcount/secret vote if one member asks for it. You could put this in a non-bylaw set of rules, but simply saying 'the general assembly can decide this' seems asking for trouble. Effeietsanders (talk) 11:26, 16 October 2013 (UTC)

indeed this is not realy decided on the spot - but should not be clarified in teh statutes : customary is that a meeting starts with determination of number of member present/represented , number of votes that will be cast during the meeting ; all votes that require a qualified majority are written ballots ( so that voting can be verified ); idem for all matters of a change to the satutes ; all matters relating to members or to the baord are secret ballots ; people leaving the assembly before voting have to render their ballots blank before leaving the room m ballot slips cannot be passed on and can only be used during teh vote ( chair opens the vote and closes the vote when ballot slips have been collected ; Ballot slips should be provided before hand; any other points on the agenda : before a vote starts any votin member can rasie a motion of procedure and ask for a written vote in wich case blank ballots can be used ; All other votes can be done by raise of hands , or even by saying "aye" or just applause for unanemoous votes --DerekvG (talk) 02:09, 26 October 2013 (UTC)

As Derek pointed out, this is something that should be discussed during the meeting itselfMADe (talk) 17:53, 28 October 2013 (UTC)

One of our committee members wondered if there is a default procedure specified in the Belgian law. Do you know of any? That would probably resolve the issue, because until you set internal policies, those defaults would apply. Effeietsanders (talk) 22:49, 15 December 2013 (UTC)

Feedback other

•  Done 35 (medium/important): this article seems to suggest that the budget must be voted upon at the "annual" assembly. It would make more sense to me (and fit better in the funding structure) to have that vote before the start of the year. That would mean two general assemblies at least per year. I would at least suggest to include this as an explicit option.

According to Article 24 Paragraph 1 there must be at least 1 GA per year, but there is no limit to number and frequency. The option to have two or more GAs per year is already given. --Dimi z (talk) 13:13, 13 October 2013 (UTC)

Exactly. However, that was not my point. My point was that art. 35 stipulates currently that the 2013 budget must be approved in the (i.e.) March 2013 General Assembly. I would suggest to add something like 'at the latest', and allow the option to approve it in the (i.e.) October 2012 meeting. This gives you less of a complicated situation in January-March. This of course does not go for the accounts, but only for the budget. Effeietsanders (talk) 11:29, 16 October 2013 (UTC)

Changed in the statutes MADe (talk) 17:55, 28 October 2013 (UTC)

I don't see such change reflected? Effeietsanders (talk) 16:04, 21 November 2013 (UTC)

I do not see a problem... the text clearly says "the coming fiscal year"?

In many organisations the 2014 budgets are presented before the start of the 2014 fiscal year . budgets in belgium for private companies or associations are only indicative; the revenue and expenditure is estimated in the budget but the reality in the accounts presented 18 months later might be totally different --DerekvG (talk) 17:04, 29 November 2013 (UTC)

The current text "Both are submitted for approval to the General Assembly that will be held within six months of the closing date of the financial year." can be read two ways. 1) "[the budget for 2014] is submitted for approval to the General Assembly that will be held within six months of the closing date of the financial year [2013]" -> i.e. somewhere Jan-Jun 2014. In this case, the year started already when the budget is approved. 2) "[the budget for 2014] is submitted for approval to the General Assembly that will be held within six months of the closing date of the financial year [2012]" -> i.e. somewhere Jan-Jun 2013. In this case, the budget would have to be approved more than 6 months before the year even starts.

Both situations seem undesirable to me. I would only suggest to make it possible that the budget is approveed in /any/ General Assembly (i.e. October/November 2013 for the 2014 budget). The Expense Report of course still has to be approved in the one in the six months after the end of the respective year. Effeietsanders (talk) 00:02, 30 November 2013 (UTC)

I believe this is fixed now. --Dimi z (talk) 17:31, 30 November 2013 (UTC)

•  Done 31 & 36 (important): you now have two articles saying more or less the same, but not exactly. I would advise to only go with one of them (probably 36, which is most detailed).

We agree to drop one of them after double checking with our legal advisor MADe (talk) 13:13, 13 October 2013 (UTC)

Replaced 31 with 36 MADe (talk) 17:55, 28 October 2013 (UTC)

Difference in versions

Together with our legal partner, we came to the conclusion that there's an unclarity in what version prevails. The Dutch version has been drafted together with our legal partner, and is the prevailing version. We have worked continuously on improving the Dutch version.

I regularly make sure the English version is updated, I updated on 28 september and 3 November. This means all changes and updates that were posted on this page, were changed in both language versions.

I will check the translations again, right before filing the Dutch version at the registration office MADe (talk) 16:22, 3 November 2013 (UTC)

English version modifications dec-20-2013

Sorry guys but i think some discrepancies have crept into the emglish translation, therefore some english translation corrections might have to be made please check regularly . I'll raise questions in email too, please try to respond asap --DerekvG (talk) 12:31, 20 December 2013 (UTC)

following remarks made to the dutch version while thoroughly going throug follwing anonmalies found

• either in art 13 or 15 a provision shoudl be made if a director can be appointed as salaried staff !! my advice is to allow this , after notification of the GA
• i would say that the BoD can be convend by any director
• invidtation should be sigend by a director or a staff memebr
• Interim director changed

--DerekvG (talk) 15:33, 20 December 2013 (UTC)

• • art 13 changed as provide bij art 23--DerekvG (talk) 16:09, 20 December 2013 (UTC)
  • is see now why this item about accounts and budgets has arisen : art 24 is read in belgian law as :

a) the GA should be convened at least once a year; meaning; there is one so-called Statutory Annual Meeting of the GA (SAMofGA)

b) it should be convened to approve the accounts = meaning if the SAMofGA has not approved the accounts another has to be convened

c) it shoudl be convened to approve the budget of next year = meaning if the SAMofGA has not approved the budget another has to be convened

d) it should be convende to apporve discharge of the directors = meaming if the SAMofGA has not approved the discharge another has to be convened

and then further on par 1 applies the GAM is convende whenever required for the good functioning of the association

--DerekvG (talk) 16:23, 20 December 2013 (UTC)

art 33 temporary title included and english translation in accordance with my email quoted below Lodewijk,please allow me to clarify on some of the points you make on the subject of conflict of interest - I only talk in my name this is my personal opinion first of all reading into the policy that every member should give full disclosure of his income sources to the board - I agree that this might not even be legal(privacy), and I agree its is also unwanted imho it is not what the policy says that is overstating the issue, and i'm sure that was not the intended outcome what is said in the dutch version is that every member involved in an activity should flag possible CoI-issues to the board and might have to clarify the impact - nothing else example i'm a salesman for a paper producer and i arrange for my employer to supply printing paper to the chapter for a cheaper then market price rate but i still earn my usual commission (or less because of the extra rebate ) , I will flag the issue with board when I submit the price offer (ie i declare to the board that work for the supplier and I will make a declaration that I personally don't benefit from the purchase) and they can decide to choose another supplier, or purchase with my employer based on comparison of the offerings and because i flagged my interest in advance and i don't earn more then my usual salary/commission from the deal So nobody has to reveal in advance their source of income nor the income they earn nor their interests to the board , but when supplying products and/or services to the chapter that the chapter has to pay for then you should declare an interest if you have one . However having said that , the CoI policy is primarily aimed at the board members who often decide over projects, decide over spending money . If I have an interest as a board member the I will have to declare the fact that I have that interest to the board when I intend to supply services or products commercially to the chapter and I will have that fact notulated in the meeting minutes and I will refrain from voting or influencing on the issue of awarding any business to a contender in which I have declared an interest. If an event is planned and I have an interest , the policy obliges me to to declare the interest, but it doesn't inhibit me to provide services (commercial or otherwise) if I either don't gain from them or don't gain beyond any normal cost covering and usual mark up. other example I'm a board member and I have a cafe-restaurant and I run a catering business and I offer to do the catering for an event organized by the chapter ( or I make my business available for an event by the chapter) - I will need to flag my interest and I will submit an offer for the catering now I can do several things : - i can offer the catering for free while I advertise my business during the event , when i declared my interest and that the advertising is known to be in the equation by the board upon deciding to award me the catering there is no CoI , because as there is no cost for the chapter and I have the advertising of my business - i can offer the catering at the cost price of the food and labor (so without my usual mark up) , I will be invoicing the chapter for the service , having declared my interest my offer will be below market rates and there will be no CoI if the board decides to allow me the business after comparing my offer to the competition - upon the opening of the call for offers by the board I submit an offer that is the cheapest and awarded the catering business , having declared my interest in the offering business it suffices to avoid being in a CoI. On the contrary I would be in a situation of CoI - but the courts might find the construct valid and legal if the CoI policy was not in the statutes - when the following circumstance occurred a situation I encountered in the real world : an association (a vzw similar to our chapter) wants to obtain a videoservice on a regular basis for a period of 2-5 years it is established that it cannot invest in the equipment or train the staff required to operate the service and pay any form of wages for staff to actually operate the service, so the option of doing the service themselves is totally out of the question a board member (actually the president) sees an opportunity and creates a ltd structure having his wife and his parents as shareholders, and board members of the ltd and himself as an employee the Ltd invests in the equipment and software, and offers the videoservice as a custom made package to the board of the association , thereby acting on its own behalf and not disclosing that the shareholders were the relatives of the president or that he was the employee performing the services of the contract the contract stipulated a fixed price per month ( roughly equivalent to a monthly salary of an employee) and a price per video document produced (roughly covering the investment and use of the equipment) for that price during a month several recording sessions had to be attended and recorded with multiple video camera's the consolidated image results of a months sessions should result in videodocuments for several individual athletes allowing trainers to work on each athletes weak points and fails , it involved slow motion replay and comparative images of athletes performances during multiple recorded sessions As the Ltd is a different legal entity from the board members performing the service there was no reason not to award the business, and sure enough the public sessions were recorded by volunteers recruted as camera-operator of the ltd company , the private sessions the president himself operated the cameras unbeknown to the rest of the board members , and after the first month de video documents were delivered as stipulated in the contract . until after a few months a few new board members were elected and discovered the interest of the president in the ltd company providing the video service . They objected and a the matter ended up before the courts This problem is still before the courts but in a first instance the judge has allowed the contract to be put on hold pending further enquiries, but he also ruled there is no apparent conflict of interest - that shoudl allow him to terminate the con tract - as the association statutes didn't required the president to state his interest in the Ltd company, the statutes only mentioned he could not offer the service in his personal name ... the judge ruled that the CoI - claim should be investigated further before a ruling could be made (lawyers of both sides recognition in private that there is a CoI infringement per the intention of the CoI policy but that to the wording of the policy no infringement was made) To be honest Lodewijck I cannot read in the dutch statutes that every member should submit a list of all their income sources to the board --DerekvG (talk) 17:10, 20 December 2013 (UTC)

Statutes --> Bylaws

 Done Hi all, in my opinion this page should be renamed soon, because it is in fact regarding the bylaws and very misleading to readers who do not speak English. see also Wikimedia Foundation Bylaws Lotje (talk) 14:38, 6 October 2013 (UTC)

Hey Lotje, at the moment I'm focussing on getting the statutes approved. The legal questions will be discussed with our legal partner, I hope to do this end of this week, beginning of next week. MADe (talk) 15:41, 6 October 2013 (UTC)

Excellent. Lotje (talk) 15:44, 6 October 2013 (UTC)

MADe: perhaps it is an idea to first answer the questions to the extent you already can (some are a matter of choice, not of legal necessity), before you get legal advice? I expect at least one other affcom member to go over the bylaws, so some more questions might come up. Effeietsanders (talk) 07:42, 9 October 2013 (UTC)

I don't agree with renaming Statutes to Bylaws. There is a good reason why I renamed the page named Bylaws (english) to Statutes(en) . The correct term under belgian law is Statuten / Statuts , the correct english translation is indeed Statutes or Articles of Association, the Bylaws of an association are the Reglement van Inwendige orde (RIO) / regelement d'ordre interieur (ROI) (and that is form working with incorporating under english law) --DerekvG (talk) 16:48, 29 November 2013 (UTC)

Yeah, I'm aware of this confusion, same in the Netherlands. It's a translation anyway. No problem at all. Effeietsanders (talk) 23:56, 29 November 2013 (UTC)

References

<references>