Wikimedia Chapters Association/Bylaws

This page is a direct adaptation of the WCA charter to working bylaws for the swiss law, it's intend as tools for discussion, please do not edit or modify for the moment--Charles Andrès (WMCH) 13:42, 16 December 2012 (UTC).

Name, place of residence, and fiscal year

1. This non-profit association is named "Wikimedia Chapters Association" – referred to in these bylaws as "the Association" – and will be governed by the present statutes and by Articles 60 et seq. of the Swiss Civil Code.
2. The place of registration of the Association is Geneva.
3. Fiscal and accounting years are calendar years.
4. Communication within the Association will be in the languages of the committee members.

General missions

1. The common vision of the Wikimedia movement is to create a world where every human being can freely share in the sum of all knowledge.
2. This common vision should be realized primarily through the effort of motivated and empowered individuals.
3. Supporting such motivation and enabling such empowerment is the fundamental purpose of the Wikimedia chapters, which must therefore be able to grow into strong, capable, sustainable, and self-sufficient organizations.
4. Diversity in language, culture, philosophy, and approach are important assets of the movement.
5. Nurturing the value and reputation of the Wikimedia movement is a shared responsibility that must be met by everyone in the movement and does not rest on any individual or any single entity alone.

Purpose

1. Purpose: The purpose of the Association is:

   • to further and represent the common interests of the chapters within the Wikimedia movement;
   • to set, review, and enforce standards of accountability and participation among its members;
   • to facilitate the exchange of experiences, ideas, and knowledge within the Wikimedia movement;
   • to assist and support chapters in their organizational development;
   • to develop common programs and projects; and
   • to serve as an umbrella organization for the chapters in all other aspects not mentioned before.

2. Values: The Association values openness, transparency, and honesty about its mission, goals, policies, activities, governance, structure, funding and finances.
3. Scope: These bylaws are binding on all activities of the Association, the bodies, institutions, and officers established under these bylaws, and the member chapters.
4. Bylaws: The bylaws of the Association can be altered only by explicit amendment to the text. For an amendment to become effective, it must be approved by a two-thirds majority of General Assembly.

Resources

1. The association's resources come from:

   • donations;
   • legacies;
   • private and public subsidies;
   • membership fees;
   • any other resources authorized by the law.

   The funds shall be used in conformity with the Association's aims.

2. In all cases the membership fee for the current year remains due; members who have resigned or who are excluded have no rights to any part of the Association’s assets.
3. Only the assets of the Association may be used to meet commitments; members have no individual responsibility.

Members

1. Admittance: Every organization that has been recognized as a Wikimedia chapter is eligible to become a member of the Association and may join by formal request.
2. Compliance : The chapter’s legally valid statutes shall be enclosed with the application for membership and shall always to comply with the bylaws, regulations and decisions of WCA.
3. Rights, duties and obligations: On joining the Association, the chapter accepts all rights, duties, and obligations for member chapters that arise under these bylaws.
4. Withdrawal: A member chapter may withdraw from the Association; the duties and obligations of a member chapter incurred up to the time of withdrawal are not terminated by its withdrawal.
5. Sanction: If a member Chapter severely fails to fulfil its duties or obligations or loses its recognition as a Wikimedia chapter, the Board, by a two thirds majority vote, may sanction the chapter up to and including its removal from the Association.

Organs

The associations organs are

1. The General Assembly
2. The board
3. The auditor

The General Assembly

The General Assembly is the Association's supreme authority. It is composed of all the members. Each chapter member has one vote to the General Assembly. Its representative can be the same that the one choosen for the Board or can be different. The name of the representative must be announced by a paper letter of a pdf file to the chair of the Association. This annoucement must be signed by two board members of each chapter's board.

It shall hold an Ordinary Meeting once each year. It may also meet in extraordinary session whenever necessary, by decision of the Board or at the request of one-fifth of the members.

Decisions of the General Assembly shall be taken by a majority vote of the members present, regardless their number. In case of deadlock, the President shall have the casting vote.

Decisions concerning the amendment of the Statutes and the dissolution of the Association must be approved by a two-third majority of the members present.

The Board shall send notice of the meeting to members at least 6 weeks in advance. The convocation, including the proposed agenda, shall be sent to each chapter member at least 10 days prior to the date of the meeting.

The General Assembly

• shall approve the mission and expulsion of members
• appoints the members of the board and elects at a minimum the President, the Secretary and the Treasurer
• notes the contents of the reports and financial statements for the year and votes on their adoption
• approves the annual budget
• appoints an auditor for the Organization's accounts
• decides on any modification of statutes
• decides on the dissolution of the association

The Board

The board is authorized to carry out all acts that further the purposes of the association. The board meets as often as required, virtually or in real life.

The board members act voluntarily and can only be compensated for their effective and travel costs. Eventual fees cannot exceed that paid for official commissions.

The paid employees of the association have only a consultative vote in the board.

1. Members: the Board is composed by one representative of each member/chapter.
2. Replacement of Board members: this representative is elected by the chapter for a term of two years. A chapter can replace its representative if necessary before this term. Board members can be removed by the Board for severe misconduct with a two third majority vote
3. Withdrawal: if a chapter leaves the Association, its representative leaves the Board
4. Chair: The Board elects from its own members a chair, a secretary and a treasurer. This election must be approved by the General Assembly.
5. Majority decisions: Unless otherwise specified, the Board decides by simple majority, meaning more votes pro than votes contra. The quorum to conduct business is half of all board members
6. Role of the board:
   • to set its own rules and organize its own proceedings;
   • to determine the level of dues from the member chapters, according to each chapter's financial status, so that the level of dues should be affordable and reasonable to each chapter;
   • to set the annual budget;
   • to install additional principal officers if necessary;
   • to define the common interests of the member chapters;
   • to take all measures to attain the goals of the Association;
   • to convene General Assemblies;
   • to take decisions with regard to admission of new members, to resignations of members, and their possible expulsion;
   • to ensure that the bylaws are applied, to draft rules of procedure, to administer the assets of the Association.

The auditors

1. Task: The auditors guarantee that the resources of the Association are used according to the mission and that transparency is maintained.
2. Appointment: The Auditors are appointed by the Board and the General Assembly for a term of two years; they cannot be members of the Board or hold positions in a member chapter of the Association or the Wikimedia Foundation.

Dissolution of the Association

If the association is dissolved, the assets will be allocated to a non-profit organisation that pursues goals of public interest similar to those of the organisation benefiting from tax exemption. The goods cannot be returned to the founders or members, nor be used to their own profit.

These bylaws have been agreed to, on xx , 2012