Re: [Wikimedia-l] Questions about proposed new Chapter agreement for Wikimedia Portugal

[Frans Grijzenhout]

Hi Gonçalo, It might also be useful to compare the new proposed Chapter
Agreement with a few existing Agreements from other chapters. Might give
you a better insight in the proposed changes and also provide you with some
alternative formulations. You can find ours here:
https://nl.wikimedia.org/wiki/Bestand:Chapter_agreement.pdf

I will also ask the moderator on the session on bylaws during the Board
Member Training if he can pay some attention to the Chapter Agreement as
well.
Regards, Frans


*Frans Grijzenhout*, voorzitter / chair
+31 6 5333 9499
-- 
*Vereniging Wikimedia Nederland*
Mariaplaats 3  -  3511 LH Utrecht
Kamer van Koophandel 17189036
http://www.wikimedia.nl/


Op di 29 jan. 2019 om 14:22 schreef GoEthe.wiki :

> Hi,
>
> Thank you all for the insightful and reassuring responses.
> WMF agreed to extend our current chapter agreement for a couple of months
> so that we have more time to go over the details and ask questions, and
> discuss it with the membership of the chapter.
> Cheers,
>
> Gonçalo Themudo
>
> *Presidente*
> *Wikimedia Portugal*
> *Email: *goethe.w...@gmail.com
> *Website: *http://pt.wikimedia.org 
> *Imagine um mundo onde cada ser humano pode partilhar livremente a soma de
> todo o conhecimento, na sua própria língua.*
>
>
>
> GoEthe.wiki  escreveu no dia segunda, 28/01/2019
> à(s) 01:58:
>
> > (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 Por

Re: [Wikimedia-l] Questions about proposed new Chapter agreement for Wikimedia Portugal

[GoEthe.wiki]

Hi,

Thank you all for the insightful and reassuring responses.
WMF agreed to extend our current chapter agreement for a couple of months
so that we have more time to go over the details and ask questions, and
discuss it with the membership of the chapter.
Cheers,

Gonçalo Themudo

*Presidente*
*Wikimedia Portugal*
*Email: *goethe.w...@gmail.com
*Website: *http://pt.wikimedia.org 
*Imagine um mundo onde cada ser humano pode partilhar livremente a soma de
todo o conhecimento, na sua própria língua.*



GoEthe.wiki  escreveu no dia segunda, 28/01/2019
à(s) 01:58:

> (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
>p

Re: [Wikimedia-l] Questions about proposed new Chapter agreement for Wikimedia Portugal

[Chris Keating]

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  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 museol

Re: [Wikimedia-l] Questions about proposed new Chapter agreement for Wikimedia Portugal

[effe iets anders]

Hi Gonçalo,

Thanks for sharing. I share most of your concerns, reading your explanation
- and they seem reasonable. I find it particularly odd that such major
changes are forced upon the chapter in this situation. If these changes are
necessary, it would be better to discuss them in a global context, and
renew all chapters agreements - not by doing it whenever convenient. This
way the chapters get on unequal footing, and confusion is bound to arise
who has which permissions.

I'm less concerned about the reporting etc, but mostly concerned about the
conditions that reduce the effectiveness of the chapter. The tagline is, if
indeed meaning what you think it does, wholly impractical and something I
remember fighting several years back in the time of Mike Godwin as legal
counsel (yeah, quite a while back). It's a returning theme: it would be
more convenient for the WMF to have chapters put all these restrictions on
themselves, but it makes the work of the chapters less effective.

My big question here is always: how can we best leverage the work of
volunteers. How can we make sure that we use the efforts and resources that
chapters collect - and I'm mostly talking about relationships, goodwill and
volunteer time - to their fullest extent for our joint mission. The
bureaucracy of trademarks and agreements that we create should be there to
serve that mission.

I don't have immediate answers for you because I'm no legal expert and
don't have the time or background to read up on everything this touches on.
I realize that I'm rushing to conclusions probably on limited information.
But this should imho be the compass, and I hope that the WMF can use the
same. Even if that means it is inconvenient.

Best,
Lodewijk

On Sun, Jan 27, 2019 at 5:18 PM Pine W  wrote:

> Hi Gonçalo,
>
> I have limited familiarity with the situation with Wikimedia Portugal, but
> I am glad that there seems to be some movement on a path forward here.
>
> I have had similar questions about WMF trademarks in the past. My quick
> read of the trademark provisions that you included in your email is that
> they may need clarification but I don't think of them as being "red flags"
> that should stop progress.
>
> I don't know what WMF's legal research has revealed regarding WMPT's
> situation. My guess is that WMF is being understandably cautious about WMPT
> until WMF has greater certainty about WMPT's governance. You could ask WMF
> to explain why it made the proposal that it did.
>
> I understand the concern about annual governance reviews. I would support
> WMF providing sufficient (not lavish, but sufficient) grant funding for
> WMPT to hire a contractor to perform the governance reviews that WMF wants.
>
> Overall, I think that your concerns and questions are good and should be
> discussed between WMPT, WMF Legal, and Affcom. I understand why you would
> make these questions public and request input from the wider community.
> Personally, I do not see "red flags" in the language that you quoted, and I
> am glad to see that there seems to be some positive steps happening with
> regards to the situation between WMPT, WMF, and Affcom. WMPT might consider
> asking WMF for more favorable terms for the chapter agreement after a
> period of time, perhaps six months to a few years, if WMPT seems to be
> progressing in a good direction over that longer period of time. In the
> time between now and January 31, I think that you are asking good questions
> but I would not consider these issues to be "red flags" in the short term.
>
> Best wishes,
>
> Pine
> ( https://meta.wikimedia.org/wiki/User:Pine )
> ___
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Re: [Wikimedia-l] Questions about proposed new Chapter agreement for Wikimedia Portugal

[Pine W]

Hi Gonçalo,

I have limited familiarity with the situation with Wikimedia Portugal, but
I am glad that there seems to be some movement on a path forward here.

I have had similar questions about WMF trademarks in the past. My quick
read of the trademark provisions that you included in your email is that
they may need clarification but I don't think of them as being "red flags"
that should stop progress.

I don't know what WMF's legal research has revealed regarding WMPT's
situation. My guess is that WMF is being understandably cautious about WMPT
until WMF has greater certainty about WMPT's governance. You could ask WMF
to explain why it made the proposal that it did.

I understand the concern about annual governance reviews. I would support
WMF providing sufficient (not lavish, but sufficient) grant funding for
WMPT to hire a contractor to perform the governance reviews that WMF wants.

Overall, I think that your concerns and questions are good and should be
discussed between WMPT, WMF Legal, and Affcom. I understand why you would
make these questions public and request input from the wider community.
Personally, I do not see "red flags" in the language that you quoted, and I
am glad to see that there seems to be some positive steps happening with
regards to the situation between WMPT, WMF, and Affcom. WMPT might consider
asking WMF for more favorable terms for the chapter agreement after a
period of time, perhaps six months to a few years, if WMPT seems to be
progressing in a good direction over that longer period of time. In the
time between now and January 31, I think that you are asking good questions
but I would not consider these issues to be "red flags" in the short term.

Best wishes,

Pine
( https://meta.wikimedia.org/wiki/User:Pine )
___
Wikimedia-l mailing list, guidelines at: 
https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and 
https://meta.wikimedia.org/wiki/Wikimedia-l
New messages to: Wikimedia-l@lists.wikimedia.org
Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, 

[Wikimedia-l] Questions about proposed new Chapter agreement for Wikimedia Portugal

[GoEthe.wiki]

(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