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CorporateMembership

When people want to work together for a commercial purpose, they found a company. If people want to work together for a non-commercial purpose, they found something else. What is it?

In the USA and elsewhere, people often found a charity or a foundation, some kind of organisation, eliciting donations. These Non Government Organizations (NGOs) often lack democratic structures: If you agree with the current leadership, you donate money; if you don’t, you give your money to some other organization. As mentioned on StallmanVsFiddes, however, starting a new organization with the same goals and the claim “we’re not as crazy as them!” is difficult.

Swiss law provides a recognized way to incorporate as a group of people with a shared non-commercial purpose. (de/fr/it) Here are some important points from art. 60 ff. of the Swiss Civil Code:

  1. The general assembly is the most important organ of the association. The management calls for a general assembly once a year.
  2. 20% of the members can also call for a general assembly.
  3. The general assembly elects the management and decides all issues that have not been delegated to special organs.
  4. The general assembly can recall any special organ it created at any time.
  5. All members of the association have one vote.
  6. The majority of all members present decides the issue.
  7. Issues that have not been announced beforehand can only be decided upon if the bylaws of the association allow it.
  8. You cannot vote on issues concerning conflicts between the association and yourself, your husband or wife, or any direct relative.
  9. If the bylaws do not say differently, the association is only liable with it’s own assets.
  10. If the bylaws do not say differently, only the general assembly can expel members.
  11. A change of goals cannot be forced upon any member of the association.
  12. Decisions that violate the law or the bylaws of the association can be brought to court within one month by any dissenting member.

Famous examples of associations according to Swiss law:

Case: Wikipedia

LarrySanger writes on SlashDot:

Perhaps the root cause of the governance problem was that we did not realize well enough that a community would form, nor did we think carefully about what this entailed. For months I denied that Wikipedia was a community, claiming that it was, instead, only an encyclopedia project, and that there should not be any serious governance problems if people would simply stick to the task of making an encyclopedia. This was strictly wishful thinking. In fact, Wikipedia was from the beginning and is both a community and an encyclopedia project. And for a community attempting to achieve something, to be serious, effective, and fair, a charter seems necessary. In short, a collaborative community would do well to think of itself as a polity with everything that that entails: a representative legislative, a competent and fair judiciary, and an effective executive, all defined in advance by a charter. There are special requirements of nearly every serious community, however, best served by relevant experts; and so I think a prominent role for the relevant experts should be written into the charter. I would recommend all of this to anyone launching a serious online community. But indeed, in January 2001, we were in both “uncharted” and “unchartered” territory. The world, I think, will be able to benefit from this and our other initial mistakes. [4]

Incorporation would add things like a charter automatically.

Dicussion

Re: Swiss system: Interesting!

Is that what most groups use? Or do they roll their own process, most of the time, outside of the government system?

This is what almost all groups use. It’s well known and established, thus no legal uncertainties. Plus these associations are real legal entities, so if the bylaws say that the association will only be liable with its own property (as opposed to all members sharing the liability), then the most it can lose is the sum of these dues already paid. It’s a way of shifting personal financial risk onto a legal entity.

(I’m afraid I don’t know the legal jargon in English, please fix it if you know it.)

The idea that any group of people can get together and, by virtue of being a group, lose liability for their actions, is mysterious to me. I can only hope that there’s a good reason for it; If there is, I don’t know it.

That said, I like how not-for-profits are treated as part of the government framework. It makes it feel more like they are a recognized part of the society, rather than something that’s “outside,” or “foreign.”

“Lose liability” in a financial sense: That is, if you go bankrupt as an association, they won’t come and pawn your car and your computer. You still are liable for crime and criminal negligence. So it boils down to people lending money to the association being aware that the association itself may have very little property and taking that into account.

I also like how the law protects members from hijacking. You can take legal action against the president of the association if his actions do not adhere to the bylaws. The bylaws can only be changed by the general assembly. These decisions have to be announced weeks before the general assembly takes place. No member can forced to accept new bylaws (RightToLeave).


This sounds a bit like the “associations” law we have in France (“associations loi 1901”) … at nekeme we have a similar process - a general assembly, votes, etc. I’m no expert, so I don’t know how significant the differences are with the swiss system … but it seems closer to it than what is said here of US NGOs.

Doesn’t this tie in with RobertsRules ? It seems to me it’s not a big step from the way a group is officially considered, and the way it actually works inside - I mean, both are critical to making it work right.

Maybe we could talk about the Swiss and the French system on GestionAssociative.

Hmm, thanks for the links, Alex !

Reading the legal code (and it’s certainly not PlainTalk !) made me think of the analogies between legislation and programming - moved stuff to LegislationExplainedToProgrammers.


When discussed at WikiSym 2006, EugeneEricKim convinced SunirShah and me that we should wait before incorporating our respective wikis. Incorporating will not solve backup problems, will not create more volunteers, etc. If people want to help share the responsibility, just work with them. Only when this ad-hoc organization no longer works, incorporate. In that case, the Swiss model is an interesting alternative, says Eugene, but before you pick it, think about the goals you want for the association. He pointed out that the Wikipedia Foundation, for example, did not pick the Swiss model. He also added that he himself had founded an association according to the Swiss model in the past.

More details would be nice, but nobody has written up any notes from the OpenSpace session. [5] Perhaps the input Sunir got from that session went into MeatballBoard.

EditNearLinks: SunirShah StallmanVsFiddes EugeneEricKim RightToLeave LarrySanger MeatballBoard SlashDot

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