Talk:Chapter Agreement Revision

Some changes from the current Chapter Agreement

• Current agreement requires the "consent" of Wikimedia UK for the Foundation to approve a chapter within the UK (e.g. Wikimedia Wales). This agreement only requires "consultation".

• Current agreement requires Wikimedia UK to support the Foundation and refrain from any "activity that might negatively impact the work or image of the Foundation." The new one goes much further and says the chapter shall "comply with relevant requirements set forth in Foundation's bylaws and all chapter-related policies, procedures, handbooks, manuals, or other written guidance that may be promulgated by Foundation from time to time, including but not limited to those Foundation policies posted at http://wikimediafoundation.org and http://meta.wikimedia.org" Essentially we will be controlled by the Foundation, and we can kiss goodbye to any UK charity status.

• Furthermore, we are no longer allowed to do any activities that are not directly related to the Foundation

• New agreement requires us to mark available all records of our operations to the Foundation, at our expense, including membership lists and members' contact details, full meeting minutes (including sensitive sections).

AndrewRT 22:31, 1 May 2009 (UTC)

Yeah I was uncomfortable with similar sections. E.g. 3.2. --Cfp 13:32, 2 May 2009 (UTC)

I've put a draft response from WMUK to the Chapters Agreement Committee at Chapter Agreement Revision/Response; please add / refine points as necessary. Thanks. Mike Peel 17:56, 24 May 2009 (UTC)

Tango's comments

Published below with his agreement. AndrewRT 23:14, 16 May 2009 (UTC)

well, initial comment - it reads horribly. The abbreviations should be "the Foundation" and "the Chapter"...

"As contemplated by" odd choice of wording... I wasn't aware sections of a legal agreement sat around thinking about things...

"Foundation shall not grant any additional chapter affiliations within the Region without consultation with the Chapter." - I don't like "consultation with", I would much prefer "consent of". Consultation is a very vague concept.

"If Chapter wishes to renew this Agreement, Chapter must deliver to Foundation a written request to renew no later than ninety (90) days before the expiration of the current term." - What is the point of that bureaucracy? The current system of assuming the agreement will be renewed seems much better.

"All such uses shall be in a manner consistent with and incidental to the carrying out of Chapter activities as contemplated by Section 3.2 of this Agreement." - I'm unsure what "incidental" means in this context. Usually it means "a small and fairly insignificant part of" in this kind of thing, but the use of the logos, etc., will probably be quite a big part of outreach and stuff.

"Nothing in this Agreement shall be construed as giving Chapter permission to use any Chapter Mark or Project Mark except as expressly provided in the License Agreement (Exhibit A)." - Why bother including all that stuff in the Agreement, then? It's all redundant, which is generally a bad thing because it creates a risk of contradiction.

"and shall comply with relevant requirements set forth in Foundation's bylaws and all chapter-related policies, procedures, handbooks, manuals, or other written guidance that may be promulgated by Foundation from time to time, including but not limited to those Foundation policies posted at http://wikimediafoundation.org and http://meta.wikimedia.org"; - I don't get that bit at all. The Foundation's bylaws, etc., shouldn't be binding of chapters, that makes no sense.

"Upon the written request of Foundation and at Chapter's expense, Chapter shall provide such other documents and data to Foundation as Foundation may reasonably request, and shall permit Foundation or Foundation's designated agent to review appropriate records of Chapter." - I don't like "at the chapters expense". It is standard for the person making such a request to pay.

"Foundation may supply a written activity and financial report" - we "shall", they "may". Should requirements should be symmetrical...

4.1 to 4.4 should all be included as responsibilities of the foundation too. If it is worthwhile making it explicit that we have to obey laws, the same applies to them. (And similarly the rest of it.)

6.3 should also be symmetrical

6.4 I don't understand. What does "concerning this Agreement" mean? I doubt we'll make any public statements about the agreement itself, why would the public be interested?

7 should be symmetrical too

8.3 should be symmetrical

ditto 8.4

8.5 should be symmetrical, and I don't like the foundation being able to cancel the agreement immeadiately "at their sole discretion", that's too much power

8.6 should be symmetrical (that fact that all these things aren't already symmetrical is worrying me... I see chapters and foundation as equal partners, this agreement doesn't come across that way)

8.7 is a terrible clause. We could enter into all kinds of temporary agreements with the foundation about stuff, why should they get to terminate this agreement every time?

"Chapter shall return to Foundation any and all property belonging to or associated with Foundation." - what is "property associated with the foundation"?

8.9 sounds questionable legally to me... something to run by our own lawyer (we need to find one before going too much further with this)

9.2 should be symmetrical

9.3 is interesting - using UK law when it suits them! (It's a good law, though, so I support the clause.)

"Notices given in the manner provided by this Section 10.8 shall be considered effective two (2) days after deposit in the mail" - US mail is very slow, particular international. There is no chance of anything arriving within 2 days of being sent.

The license agreement doesn't seem to allow the selling of t-shirts, which Mike explicitly said it would. We can put the marks on t- shirts, but we can't sell them.

"4.9Foundation Determination. Foundation, in its sole discretion, may determine whether any actual or proposed use complies with this Section 4." - I don't entirely object to that, but I would like it to read "in its sole reasonable discretion" (although that may well be implicit, something else to run by our lawyer)

9.7 of license agreement has same concerns as 8.9 of chapter agreement (since it is the same basic clause)

10.3 is very arbitrary and weird... I oppose it being there, but if it is giong to be, it should be symmetrical (most of the license agreement doesn't need to be symmetrical, since a license isn't a symmetrical agreement)

"and understands that termination under **Section Error: Reference source not found** shall not be considered an exclusive remedy or in any way limit Foundation from enforcing other rights or remedies." (emphasis mine) - er...

ok, that's the end of it!

Generally, I think it is quite good. Most of the concerns I've mentioned are just drafting issues and making things symmetrical. There seems to be little by way of fundamental disagreement between me and foundation as to what this agreement should say.

We need to run everything by a lawyer (properly, not just getting informal advice from a friendly barrister). We should be careful doing anything more than asking questions at this stage, since anything we say could be taken into account when interpreting the agreement at a later date. Since it will be interpreted in accordance with US law, we need a lawyer that understands US law, although the best way to do that is probably to get a UK lawyer with collegeagues in the US he can refer to.