User:Whiteknight/Bylaws2

Chapter 1: General Provisions

Article 1: Name

The name of this chapter will be "Wikimedia Pennsylvania", hereafter "the Chapter".

Article 2: Mission

The mission of the Chapter is to empower and engage individuals in Pennsylvania and surrounding areas (which may include portions of New Jersey, Maryland, and Delaware) to create, collect, and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally, via the promotion of the Wikimedia projects and other endeavors along with the Wikimedia Foundation, in order to help the local education & the disseminate of the different kinds of knowledge ultimately.

The Chapter shall take the responsibilities of a local chapter of the Wikimedia Foundation Inc., as an independent but mutually supportive organization.

Article 3:Goals and Duties

The primary goals of the Chapter are as follows:

Attracting new users to Free Content providers, especially the various Wikimedia Projects, and teaching new users to properly contribute, make use of, and distribute that content.
Creation of new Free Content, through contributions, donations, or other legal acquisitions, especially for use with the various Wikimedia projects.
The operation and the funding of operation of online systems for creation, collection and distribution, respectively, of Free Content. The main focus lies on the several international Wikimedia projects.
The distribution and support of distribution of Free Content by other means, e.g., in digital or printed form, with focus on the contents of the international Wikimedia projects.
The acquisition, making available and distribution of information and public relations work relating to Free Content, Wikis and the various Wikimedia projects, through events or information literature.
Resolving scientific, social, cultural and legal questions relating to Free Content and Wikis, e.g. with expert opinions, surveys, and awarding of scholarships.

The Chapter may collect funds for or transfer them to other tax-exempt corporations or corporations under public law, if they are used exclusively for the purposes mentioned above, and it may hold shares or be a member of such corporations.

The Chapter pursues only and exclusively directly non-profit aims as stated in the passage about "tax privileged aims" of the fiscal code. It is selfless and its aims are primarily non-profit.

Funds of the Chapter can only be used for purposes stated in this constitution. Its members do not, as members, get any financial benefits from the Chapter's funds. No person may benefit through spendings which are not necessary for the promotion of its aims or through disproportionately high payments.

Article 4: Structure

The Chapter consists of active members of the various Wikimedia Foundation projects and other related entities from the Philadelphia area. All matters of the Chapter will be handled by the General Assembly and the Executive, as described in this constitution.

Article 5: Term

A term will begin on January 01 of the year, and will end on December 31 of that same year.

Article 6: Official Languages

The working language of the Chapter will be English, although translations of this document, and other material generated by the Chapter into other languages, for use by speakers of other languages, is encouraged.

Article 7: Geographical Base

The Chapter shall be based in Pennsylvania, USA.

Chapter 2: Membership

Types of Members

The Chapter consists of Individual Members, Group Members, and Honorary Members.

Individual Members

Any individual may apply for membership in the Chapter. All applicants are encouraged, but are not required, to be active members in at least one Wikimedia Foundation Project, or a related Free Content project.

Individual Members have the following rights in the organization:

To attend the General meeting, both in person and via long-distance communications, and to sit-in on the meetings of the Executive Council.
To speak, to propose, to second and to vote in the General Meeting.
To participate in the elections of the society, and to enjoy the rights of nominating, seconding and voting.
To perform initiative and referendum.
To participate in the activities of the society.
To enjoy the welfare and facilities of the society.

Group Members

Any group or organization (the Group) that wishes to be affiliated with the Chapter may apply for a Group Membership.

Group members may elect one individual as a representative, to attend the General Meeting, and act on the behalf of the Group. Group members are entitled to the same benefits as Individual Members.

Honorary Members

Honorary Members are individuals who, through donation or other act, have had a substantial positive impact on the Chapter. Honorary members must be approved by the Executive Council and confirmed by the General Meeting.

Group Members have the following rights in the organization:

To attend the General meeting, both in person and via long-distance communications, and to sit-in on the meetings of the Executive Council.
To speak and to propose in the General Meeting.
To participate in the activities of the society.
To enjoy the welfare and facilities of the society.

Membership Application

All potential members must apply to the Chapter in the way specified by the Executive council. All applications are subject to approval by the Executive Council. An application for membership may be denied if, acting responsibly, the rejection is considered to be in the best interests of the Chapter.

Membership is not transferable.

Membership Duties

　All members have the following duties:

To abide by the constitution, bylaws and all other regulations of the Chapter.
To follow the decisions made by the General Assembly and the Executive Council.
To timely pay membership fees (except for Honorary Members), if such fees have been prescribed by the Chapter in the previous Fiscal year.
Not to do anything which harms the Chapter.

Termination of Membership

An individual membership, honorary membership, or group membership may be terminated by the Executive Council if:

The member dies, or the organization ceases to exist,
The member or organization resigns,
Any sum due to the Chapter by the member or group is not received in a timely manner,
The Executive Council determines it to be in the best interests of the chapter, for a reason that will be specified in writing.

Chapter 3: General Meetings

Time and Place

The Chapter should meet 4 times per year, and no less then once per year. Meetings will be held in Philadelphia, or in the surrounding areas, at a place selected by the Executive Council.

Roles of the General Meetings

Responsibilities and powers of the General Assembly shall include but not be limited to the following:

Amendment of the constitution;
Supervision of the implementations of the Constitution;
Discussion and passage of general reports from the previous or current Executive Council;
Discussion and passage of financial reports from the previous or current Executive Council;
Selection of the Executive Council

Quorum

A quorum consists of:

One tenth of the total membership of the Chapter, or
10 Members

Whichever is lesser.

Members who wish to participate via proxy, who can participate in the meeting via telecommunications, or who have consented to not be present at the meeting in writing shall be counted towards the quorum.

Procedures of the General Assembly

A General meeting shall be declared aborted and rescheduled if a quorum is not present. The chairperson of the General meeting shall be the President of the Executive Council, or another individual appointed by the president and approved by the Executive Council.

Any vote of the General Meeting will be conducted by either a show of hands or a poll, to be decided by the Chairperson.

In the event of a voting equality, the Chairperson shall determine the outcome of the vote.

The General Meeting shall be adjourned upon the passage of a resolution to adjourn.

Chapter 4: Executive Council

Composition of the Executive

The Executive Council (Executive) is responsible for the everyday administration of the Society. It reports to the Membership Assembly.

The Executive will consist of at least 5 members, to be no more then 10% of the total membership of the General Assembly:

Chairperson
Vice-Chairperson
Secretary
Treasurer
Additional members, as required.

In the event that the total membership of the Chapter is fewer then 20 individuals, the executive council is disbanded except for the Chairperson and the Secretary. In these cases, decisions of the Executive council will be made by majority of the Chapter and executed by the Chairperson.

Honorable members may not be members of the executive council.

Chapter 5: Finance

Fiscal Responsibilities

The chapter shall never allow it's expenditures to exceed it's available funds and revenue. The Chapter shall avoid fiscal deficits, and will cease all expenditures if a deficit should arise, until such time as the Chapter no longer is in debt.

Membership Fees and Dues

The value of Membership Fees and Group Fees is decided for the following year by the Representative Council, and confirmed by the General Assembly. If fees are not needed, members should not be charged. Where possible, all income of the Chapter should be derived from fundraisers or donations, not membership fees.

Fiscal Year

The fiscal year of the chapter shall coincide with the term of the Chapter.

Chapter 6: Dissolution

Any act of Dissolution of the Chapter shall require approval of three-quarters of the General Assembly.

Before the Chapter is dissolved, the Executive must explain to the Members the financial situation and the consequences of the dissolution. All remaining assets must be donated to charities or non-profit organizations similar to Wikimedia Philadelphia.

Chapter 7: Interpretation and Amendment

The interpretation of this Constitution, unless otherwise bound by explicit Resolutions, is reserved for the Representative Council.

The Membership Assembly has the right to amend this constitution.

Any proposal to amend this Constitution should be discussed and approved in a Representative council, approved by the Executive Council, and submitted to the Membership Assembly for final discussion and vote.