Talk:Bylaws

Reference Documents

If you've got bylaws you'd like us to model parts of our bylaws off, put them here --Satsuma (talk) 21:05, 7 July 2018 (UTC)

General Discussion

Community Mediator Discussion

Right now the CoC is enforced by the board, this section is discussing if a new position called "Community Mediator" should be added, including the following four issues:

  • should we have a position for this
  • can they delegate responsibilities to a work group
  • what powers should they have
  • should they be on the board

I proposed the following text to resolve all four issues: 1. In Section 5. Members:

Members who cause substantial harm to the community or project can can have their membership revoked along with their access to member resources, by feat of a vote of the board. Lesser punishments for infractions to the bylaws, CoC and supplementary governing documents, will be handled by a Community Mediation Workgroup made up of elected officials.

2. In section 7. The Board:

The Board consists of a chairperson, a treasurer, a secretary, the head of the community mediation workgroup, and between one to five additional board members.

3. In section 10.1. Elections:

Elections for the positions of board members, auditors, and work groups requiring elected positions are held yearly in a general assembly on the third Saturday in July.

We're still not 100% confident in that text, so any suggestions on improving it are welcome --Satsuma (talk) 08:24, 22 July 2018 (UTC)

We got some feedback noting that the 'punishments for infractions' language implies a more punitive system than may be optimal, so that's one potential thing that needs changing --Satsuma (talk) 08:41, 22 July 2018 (UTC)


There's also some concern about since moderators, usually both ethically and legally can't reveal the information that they need to use to make their decisions, we're putting them in an overly difficult spot by holding the same kinds of elections for them as our other elected positions.
We could resolve provide some insulation for the moderator position by instead having the board (an elected position) nominate moderators, or by having yearly elections for moderators but explicitly disallowing recall assemblies for moderator positions. In either system Moderators would still need to be reelected/nominated annually and possibly the board could, with some provisions we'd need to outline, dismiss moderators mid term for egregious offenses. In the second system moderators could still probably be voted out during general assemblies even if their term isn't up.
We could also decide to leave all discussions of community mediation out of the bylaws and just add suggestion 2, plus outlining this stuff in the Code of Conduct (which is where the full list of 'what can mods do in response to infractions' will be anyway, so it makes sense to put it there) and the workgroup's mandate/charter. In this scenario we could choose to either include or not include suggestion 3, which could also go in the voting procedures document --Satsuma (talk) 08:41, 22 July 2018 (UTC)

I believe for the time being, the community mediator position should be covered by the CoC and assigned by the working board. As work groups are created for accessiblity, mediation, and code direction, these positions should each have a space on the board. --PaulFerence

Links to External Discussions of the Bylaws

Link to my mastodon liveblog of the meeting e@switter.at, laurelai@mastodon.starrevolution.org, and I had in the forktogether discord's bylaws channel: https://wandering.shop/@Satsuma/100411515731109720 --Satsuma (talk) 08:16, 21 July 2018 (UTC)

Link to my mastodon liveblog of the discussion e@switter, rjt and I had on the 22nd in the forktogether discord's bylaws channel: https://wandering.shop/@Satsuma/100417304097501076 --Satsuma (talk) 05:15, 23 July 2018 (UTC)

Link to liveblog of discussion rjt and I had on the 23rd in the bylaws discord channel https://wandering.shop/@Satsuma/100422992741303439 --Satsuma (talk) 09:31, 23 July 2018 (UTC)

Link to liveblog of discussion I had with PaulFerence on august 22 via discord PM https://wandering.shop/@Satsuma/100591937258564547 --Satsuma (talk) 05:46, 22 August 2018 (UTC)

Formatting Discussions

Tried to fix all the formatting weirdness but I may have missed something, if you catch it please fix it or let me know so I can --Satsuma (talk) 05:11, 4 July 2018 (UTC)

I've changed the heading levels, hope they're correct regarding future structure of the document --Rjt (talk) 04:16, 5 July 2018 (UTC)
I'm temped to drop "The ForkTogether Administrative Body" from the top so the numbering system reflects the document better but that's a minor quibble --Satsuma (talk) 05:46, 5 July 2018 (UTC)
Yeah, the numbering is pretty hard to parse at the moment, sounds like a good idea to me! I left it as-is because I wasn't sure if there were going to be other main sections of the doc (I'm not in that working group) --Rjt (talk) 07:26, 5 July 2018 (UTC)
No other sections that I know of, I'll change it --Satsuma (talk) 03:07, 6 July 2018 (UTC)

RE: edit suggestions

'[edit suggestions in brackets][ I’ll use this color for my edits - PF ]'

How should we deal with translating PF's edits/notes? Proposals:

  • Move notes to this discussion page, or
  • Determine which are PF's and add their name to them

--Rjt (talk) 04:16, 5 July 2018 (UTC)

I've got a copy of the bylaws as I uploaded them in pdf which'll have the correct colors so I can go through and credit PF. There's also a bunch of notes using Googledoc's annotation feature that I couldn't copy over because they're only visible to logged in users (and I don't have a google account) so something will need to be done about those as well --Satsuma (talk) 04:39, 5 July 2018 (UTC)

I still have a goog account, I'll add transfering those over to me todo list --Rjt (talk) 07:26, 5 July 2018 (UTC)

On a similar note, should I move the stuff below the constitution to here as well? Right now they're just hanging out in the the dissolution section, which they're not part of --Satsuma (talk) 05:49, 5 July 2018 (UTC)

Makes sense to me, or at least put it in a text box or something. See what the working group wants I guess --Rjt (talk) 07:26, 5 July 2018 (UTC)

Note from bottom of Bylaws

NOTE: THIS IS A CONSTITUTION AIMED AT BEING BOTH MINIMALIST AND LEGALLY VIABLE. THERE ARE MANY ASPECTS THAT ARE NOT EXPLICITLY ADDRESSED, WITH THE ASSUMPTION THAT THERE WILL BE SUPPLEMENTARY DOCUMENTATION ADDRESSING THESE VERY POINTS. IN YOUR EDITING ENDEAVORS, PLEASE RESIST THE TEMPTATION TO BUILD A CONSTITUTION THAT COVERS EACH AND EVERY EVENTUALITY; WHILE A COMPREHENSIVE LEGAL DOCUMENT IS A BEAUTIFUL LEGAL DOCUMENT, IT IS NOT NECESSARILY THE DOCUMENT THAT WILL BEST LEAD US FORWARD. The above paragraph is written in allcaps to underscore that the temptation is real and not always as productive as it might seem. May the upcoming discussions be civil, constructive and cordial.

The above was written at the end of the googledoc when we were working from there, no one took credit when I asked about it in the discord so I'm just leaving it here unsigned --Satsuma (talk) 21:04, 7 July 2018 (UTC)

Group Meetings

In our bylaws reviewing session I proposed that we have a section to specify when groups (board, working groups, ???) can meet:

was also thinking to add a section about general guidelines for meetings for board nd workinggroups--to say that they're free to organise them on their own

Satsuma drafted this:

“Groups within the fork together organization such as the board, working groups, or [third extra vague thing] have the right to organize their own meetings for the purposes of collaboration, building consensus, and [nice way to say getting shit done]”

— rjt (talk) 07:50, 23 July 2018 (UTC)

Further notes from same chat from Satsuma:

[...] maybe decide if workgroups can hold binding votes and if they do whether they need to notify in advance like the general assembly, etc

Probably all meetings should be publicized, but if it doesn’t involve voting it probably doesnt need advance notice Like this one we were basically like ‘are you free same time tomorrow?’ And then i posted ‘we’ll be meeting about the bylaws tomorrow’ I’m a big fan of transparency, if that wast obvious But i also don’t wanna make things prohibitively complicated

And the board and the mediation workgroup need to be able to meet in private

— rjt (talk) 07:58, 23 July 2018 (UTC)

Discussions on Sections

Discussion of Preamble

If we don't have a preamble by this evening, we should just take this section out --Satsuma (talk) 21:07, 7 July 2018 (UTC) We have a preamble! It was written by Paul Ference. Let us know what you think :) --Satsuma (talk) 05:47, 22 August 2018 (UTC)

Discussion of Name

This has it's own page!

Discussion of The location of the organization

e@switter.at suggested we look in to Holland and Norway for this --Satsuma (talk) 07:41, 21 July 2018 (UTC)

Placeholder text has been added indicating this section is still being researched --Satsuma (talk) 05:49, 22 August 2018 (UTC)

Discussion of Purpose

Depending on what country we pick, there may be certain legal requirements we have to fulfill for this section. So that has to be sorted before we can finish the bylaws --Satsuma (talk) 09:20, 23 July 2018 (UTC)

This section has been fleshed out quite a bit and placeholder text has been added noting clauses may need to be added to meet requirements of a non-profit. I'm still unsure of the phrasing of the diversity section, but willing to leave it for now --Satsuma (talk) 05:51, 22 August 2018 (UTC)

Discussion of Members

[copied from discord] members actually looks mostly good, we need to find a clearer word in english than dismemberment and decide on how we want to enforce the CoC (aka, should whoever is in charge of enforcing the CoC be able to kick people out of the organization, I say yes but this should be discussed) --Satsuma (talk) 00:45, 11 July 2018 (UTC)

Laurelai would like us to include an anti-fascism clause, I've got reservations about putting things in the bylaws that belong in the CoC as I feel like it would make both documents harder to enforce. Anyone else have an opinion either way? --Satsuma (talk) 07:42, 21 July 2018 (UTC)

I also proposed we add a clause defining membership that's along the lines of: "A member is a person who's attended at least two meetings OR been a member of a work group for x amount of time OR contributed to the wiki" This would be a bit clearer than our current phrasing since it's more specific and not too much more difficult. Membership currently only effects voting, so we're still completely open to anyone being allowed to sit in on meetings or contribute their ideas. (we might also want to add a clause to our CoC regarding behavior during meetings. Specifically, what is the chair supposed to do if a non-member comes in and derails the conversation? Or like, 4chan raids) --Satsuma (talk) 08:08, 21 July 2018 (UTC)

Discussed language of this section extensively in the discord & made some revisions including resolving some of the above issues --Satsuma (talk) 09:22, 23 July 2018 (UTC)

We brought up how much 4chan, stormfront, etc suck but we didn't actually make any changes to the language of this section in response. We may or may not want to do that at some point --Satsuma (talk) 09:25, 23 July 2018 (UTC)

Cleaned up some bracket text --Satsuma (talk) 06:02, 22 August 2018 (UTC)

Discussion of Time of Operation

[copied from discord] this is a legal thing & I don't know enough to know if we whats written is sufficient, or even necessary so I can't speak to its adequacy --Satsuma (talk) 00:46, 11 July 2018 (UTC)

@saper@word.builders replied to my request for lawyers to chime in about time of operation:

"Apparently the goal of this organization is to start dealing with money quickly therefore it is necessary to define terms like a fiscal year. It can start from March 1st or anything that is suitable because not everyone wants to do their paperwork in December."

since we've currently got elections set for the second weekend in july, maybe our year should end Jul 1st? --Satsuma (talk) 07:46, 21 July 2018 (UTC)

Section has gotten disclaimer to note it may be affected by our choice of location --Satsuma (talk) 05:52, 22 August 2018 (UTC)

Discussion of The Board

[copied from discord] language in brackets in the section about the board should be translated into legalese and the particulars worked out --Satsuma (talk) 00:49, 11 July 2018 (UTC)

Moved that section here:

[ To encourage diverse representation, the Board must have not have a majority of a single gender or race -PF][<-this, plus: If the board is not able to meet this diversity requirement, it should maintain empty chairs for those positions such that, if someone became able to fill them, the board would again have diverse representation. - @stephen@mastodon.observer ]

— rjt (talk) 07:25, 23 July 2018 (UTC)

As far as I can tell, we mostly just want a board so that we can legally handle money, correct? Everything else so far we seem to want done by either: a group of elected volunteers pulled from the general body of members, or a workgroup open to everyone involved in the project. Not sure how much this changes the language necessary for this section, but it seemed worth bringing up --Satsuma (talk) 00:49, 11 July 2018 (UTC)

Hmm, yeah, that's something we need to talk about. I'd assumed the board is for co-ordinating the sub-committees and working groups, yeah. — rjt (talk) 02:08, 14 July 2018 (UTC)
Actually rereading I'm a bit confused. It starts by saying The Board is responsible for executing decisions made during general assemblies, as well as handling the ongoing operations of the project. (fair enough!). But ends by saying The Board is elected at the general assembly, and accedes upon the conclusion of these assemblies, which, by my understanding of the word 'accede' means that it is reluctantly disbanded at the end of an assembly, so therefor would not be able to actually do anything? — rjt (talk) 02:17, 14 July 2018 (UTC)
Pretty sure this is just mess left over from me making Elections their own section, I'm gonna go ahead and clean it up --Satsuma (talk) 07:51, 21 July 2018 (UTC)

Acting Chair?

The Board consists of a chairperson, a treasurer, a secretary, and between two to six board members. If needed, a deputy chairperson can be appointed by the board from among its numbers. A single individual can not have two roles at once.

Not sure if the deputy chairperson stuff needs more detail, but we should provide for the ability to appoint an acting chairperson in the case of the chair's absence (unless this is mentioned elsewhere that I've missed?). — rjt (talk) 02:08, 14 July 2018 (UTC)
my best guess is deputy chair person and acting chair are synonyms? Brought this up with e who says "Might be something to flag and take a gander into more." I've put it on my research list, so hopefully I'll have a more definitive answer eventually --Satsuma (talk) 07:51, 21 July 2018 (UTC)
Note from Maloki on this from mastodon:

"Chair person can also just be a convener, which is responsible for convening the meetings. Rather than a chair person. The board can have a vice chair, or other appointed positions. As @sargoth told me, the good thing about starting our own org, is that we can name the roles whatever we see fit. What do we need, what do we feel is important, what names should those roles have etc.

(so basically, we can have whatever positions we want and name them whatever we want, so long as we define what each positions responsibilities are) --Satsuma (talk) 08:13, 21 July 2018 (UTC)

Discussion of Economic Audits

[copied from discord] we should add a clause saying that economic auditors aren't required if the organization has no financials? And the text in brackets needs to be resolved, but otherwise this is fine --Satsuma (talk) 00:50, 11 July 2018 (UTC)

With the caveat that they're still required if we have finances for a time, then they disappear. — rjt (talk) 02:24, 14 July 2018 (UTC)

e noted that requiring a second signature for movement of funds provides extra oversight, but we agreed as an international organization that was probably to complex to be viable. We also discussed frequency of audits: more often means more oversight but is also more overhead, basically. I brought up using https://opencollective.com/ which has built in accountability and also handles processing donations, but the downside of that is we'd have to use github, which we're not super thrilled about --Satsuma (talk) 07:55, 21 July 2018 (UTC)

Section has gotten the same disclaimer as purpose and time of operation --Satsuma (talk) 05:53, 22 August 2018 (UTC)

Discussion of Nomination committee

[copied from discord] I don't think we should have a nominating committee & propose changing this section to detail the nominating process instead (probably, people self nominate possibly with a requirement that someone must second their nomination before its put to the vote) --Satsuma (talk) 00:51, 11 July 2018 (UTC)

brought that^ up during discussion with e, we added it to the research list. Maloki @ed me in favor of nomination committees so I invited her to leave her thoughts about them here

Discussion of General Assemblies

I'm actually increasingly unsure that there should be any list of things that must be done during every general assembly. A line that says something like "general assemblies must followed established procedure" with a link to a separate document detailing established procedure would probably be more sustainable long term (amending bylaws is supposed to be quite difficult. Amending meeting procedure should not be) --Satsuma (talk) 23:47, 10 July 2018 (UTC)

[copied from discord] Need to figure out what Ansvarsfrihet is and if we need it and we probably don't need to draw up a new budget every meeting but otherwise this looks good (note: I've edited this section previously, which is viewable in the edit history) --Satsuma (talk) 00:52, 11 July 2018 (UTC)

Forgot to bring up either of these points in the discord, whoops --Satsuma (talk) 08:49, 22 July 2018 (UTC)

Elections

I took Election: board members, Election: auditors, and Election: nomination committee out of the list of things that must be done during every general assembly on the assumption that we do not, in fact, want to reelect every position in our organization every single meeting. I'm adding a section called "Elections" to describe terms and the process of electing people to new positions --Satsuma (talk) 02:32, 8 July 2018 (UTC)

This section should also be looked over by someone who wasn't me, since I wrote it in its entirety and have yet to receive feedback --Satsuma (talk) 00:56, 11 July 2018 (UTC)

This section has been looked over by someone who wasn't me! Added language specifying prior announcement of elections, but otherwise we left it as is --Satsuma (talk) 08:47, 22 July 2018 (UTC)

Extraordinary General Assemblies

[paraphrased from discord] This section and recall assemblies both require a voting process outside of assemblies, which we don't currently have a procedure for. Might require editing 'Right to Vote' or creating a supplementary document --Satsuma (talk) 00:56, 11 July 2018 (UTC)

Discussion of Signatories

[copied from discord] what a signatory is should be defined in plain english --Satsuma (talk) 00:57, 11 July 2018 (UTC)

Brought this up in the discord, we've added adding a definition of signatories to our list --Satsuma (talk) 08:44, 22 July 2018 (UTC)

Discussion of Right to Vote

Do we want to institute any kind of quorum? They're standard for organizations like this and theres some clear benefits to having one, but currently we have a very loose definition of who's a member so it might be hard to determine whether quorums been met --Satsuma (talk) 23:52, 10 July 2018 (UTC)

"Only those who are present at the general assemblies have the right to vote." Pretty sure this technically prohibits us from ever holding any votes outside of general assemblies. Intentional? Or would we like to change to more specific wording? --Satsuma (talk) 23:54, 10 July 2018 (UTC)

Brought this up in the discord bylaws chat & made changes to resolve --Satsuma (talk) 08:43, 22 July 2018 (UTC)

Possible solutions for In Event of A Tie:

  • Chairperson breaks tie (Either gives chairperson two votes during ties or they cant vote the rest of the time, both of which are suboptimal)
  • Consensus building only with specific procedure for passing proposals back to their workgroups (doesn't help with simple votes like electing a chairperson at the beginning of a meeting)
  • RNGods decide (well, no one can argue it's unfair, and it covers every fringe case we could think of?)

All of them have potential for bitterness on the part of loosing side, we went with option three. May suggest adding "if consensus building is unable to resolve the issue during a tie" to the front of the section during copy editing on monday --Satsuma (talk) 05:58, 22 August 2018 (UTC)

Discussion of Changing the bylaws

[copied from discord] there were some objections to the 2/3rds rule in the bylaws during the first meeting, have those been resolved? --Satsuma (talk) 00:57, 11 July 2018 (UTC)

"Changes to the organization as pertains to §1, §3 or §14 have to be ratified by two consecutive general assemblies." < Suspect that some sections were added/reorganized since this was written? I would not call the preamble, location of the organization, and dissolution the three most critical sections in terms of protection. Best guess is §1, §3 were supposed to refer to name and purpose — not sure about §14 though --Satsuma (talk) 05:45, 25 July 2018 (UTC)

Discussion of Dissolution

[copied from discord] resolve text in brackets --Satsuma (talk) 00:58, 11 July 2018 (UTC)

Done! --Satsuma (talk) 05:58, 22 August 2018 (UTC)

Supplementary Documents Stuff

Putting down possible supplementary documents we may need:

  • Elections Procedures
  • Meeting Procedure
  • Pro Formas for communications

— rjt (talk) 06:07, 22 July 2018 (UTC)

  • Determining meeting agenda — rjt (talk) 06:15, 22 July 2018 (UTC)
  • List of Members Resources--things like this wiki, chat room, other infrastructure — rjt (talk) 06:23, 22 July 2018 (UTC)
  • Info on becoming a member — rjt (talk) 06:40, 23 July 2018 (UTC)

Meeting Procedure already exists, but needs some serious fleshing out (right now it's got the three votes we've held on it that effect procedure and nothing else) --Satsuma (talk) 08:09, 22 July 2018 (UTC)

We might also need a Voting Procedures doc that's separate from Elections Procedures and Meeting Procedures so we can outline asynchronous voting --Satsuma (talk) 08:10, 22 July 2018 (UTC)

To Do List:

  • Make sure any jargon used is defined in plain english (signatories, auditors, etc) --Satsuma (talk) 08:59, 22 July 2018 (UTC)
* Jargon fix list as of Mon Jul 23: signatories, auditors, general assemblies, Ansvarsfrihet (in general assemblies) --Satsuma (talk) 09:27, 23 July 2018 (UTC)
* Additional jargon fixes: all of the positions on the board, the double chairperson issue --Satsuma (talk) 06:01, 22 August 2018 (UTC)
* More jargon: Asynchronous voting, meeting vs general assemblies (I should really stop making newlines/sigs for each addition but ehh) --Satsuma (talk) 02:33, 1 September 2018 (UTC)
  • Figure out the requirements for EU bank accounts, and then make our bylaws meet them --Satsuma (talk) 08:59, 22 July 2018 (UTC)
* Not resolved, but at least temporarily put off --Satsuma (talk) 06:01, 22 August 2018 (UTC)
  • Once we've picked a home country, check their requirements for what documents are required to found a non-profit and then make sure we have all of them (bylaws are almost always required, I believe the US also requires an additional 'founding charter' that's basically the same as the purpose section of these bylaws but is usually the only document referenced when deciding if you're a legal non-profit so needs to be airtight --Satsuma (talk) 08:59, 22 July 2018 (UTC)
* this suggestion has not yet been done but incorperated into the document --Satsuma (talk) 06:01, 22 August 2018 (UTC)
  • See if we can get a lawyer, or at least someone who's successfully founded a non-profit to look over this (bonus points if they've got experience in open source communities or in international organizations, but I'm not holding my breath) --Satsuma (talk) 08:59, 22 July 2018 (UTC)
* still would be nice but i'm writing it off as impossible
  • Write a preamble, or decide we don't want a preamble --Satsuma (talk) 09:19, 23 July 2018 (UTC)
* Done!

My review

I reworded a few things to be a bit more clear, making sure I did not change any actual meaning. Mostly this just involved splitting Purpose into sections and turning more things into bulleted lists. A few things I find important to clarify:

1. Defining community administrator and moderators (section 4.1) 2. Writing section 4.4 (governing by and for its users). All parts of the preamble should be covered and this one was missed. 3. Clarifying the difference between meetings and general assemblies 4. Clarifying whether Board Member counts as a role in the "no more than two roles" clause 5. What the auditor's statement during the assembly is 6. Define asynchronous voting 7. Explicitly name the sections listed in the Changing the Bylaws section

Otherwise, I'm fine with it.

--ClarCharr (talk) 17:04, 26 August 2018 (UTC)

Re 1: I think we're using the term "community mediator"? There's some discussion on this, including pending edits, up on the top of the talk page --Satsuma (talk) 02:32, 1 September 2018 (UTC)
Re 2: Not sure what we'd put in this section that isn't already addressed elsewhere in the document. Anyone else have thoughts? --Satsuma (talk) 02:32, 1 September 2018 (UTC)
Re 3: From a quick scan of the document, there's a few incidents where meeting refers to "General Assemblies" and the rest refer to pre-bylaws meetings. We discussed adding a section about workgroup meetings, but nothing ever came of it - see talk page section 2.6 --Satsuma (talk) 02:32, 1 September 2018 (UTC)
Re 4: I didn't add that sentence, but i took it to mean that within the board, members cannot hold two roles at once (ex. they can't be both chairperson and secretary.) If anyone's got an idea on how to clarify this, feel free to pitch in --Satsuma (talk) 02:32, 1 September 2018 (UTC)
Re 5: Auditors statement should probably be replaced with the same placeholder as the economic auditor has as it's part of the whole Non-profit vs coalition problem. I wish we just had access to someone who understood non-profits, but alas --Satsuma (talk) 02:32, 1 September 2018 (UTC)
Re 6: Will add asynchronous voting to the jargon list --Satsuma (talk) 02:32, 1 September 2018 (UTC)
Re 7: This ones esp important because the documents been pretty heavily restructured since this was originally written (by Sargoth maybe? It was from the googledoc, before I started working on it) so I'm not 100% sure what they're supposed to refer to. We should probably try and get at least a few people in on a discussion of which sections need protection --Satsuma (talk) 02:32, 1 September 2018 (UTC)

Also, I signed all of these separately so they could theoretically be moved to their appropriate sections above, but I didn't wanna mess with ClarCharr's stuff so I'm leaving it down here for now