Wikimedia Kazakhstan/Statute

CHARTER of the Public association Wikimedia Kazakhstan

1. General provisions

1.1. Public association Wikimedia Kazakhstan (hereinafter – the Public association) is a non-profit organization and operates in accordance with Civil Code of the Republic of Kazakhstan, laws of the Republic of Kazakhstan “On Public associations”, “On non-profit organizations”, other legal acts of the Republic of Kazakhstan and the present Charter (hereinafter – the Charter).

1.2. The Public association is a non-profit organization established by individuals to assist its members in activities aimed at achieving the goals specified in the Charter.

1.3. Name of the Public association:

Full name in state (Kazakh) language – "Викимедиа Қазақстан" Ассоциациясы
Full name in Russian language – Ассоциация "Викимедиа Казахстан"
Full name in English language – Public association Wikimedia Kazakhstan
Brief name in state (Kazakh) language – Викимедиа Қазақстан
Brief name in Russian language – Викимедиа Казахстан
Brief name in English language – Wikimedia Kazakhstan

1.4. Location of the Public association: Almaty city, Abylaikhan avenue, 105

1.5. The association shall have an independent balance sheet, bank accounts, seals, stamp and forms with the full name of the Public association in Kazakh, Russian and English languages, as well as other details. The Public association may have its own emblem.

1.6. The Public association shall acquire the rights of the legal entity from the moment of its state registration, it may on its behalf to acquire and exercise property rights and personal non-property rights, bear obligations, may be a plaintiff and defendant at the court, owns separate property on the property rights.

1.7. The Public association having full legal capacity is entitled to make any decisions in accordance with the goals and purposes of its Charter and perform any actions not contradicting the legislation of the Republic of Kazakhstan, to use all the rights provided by law.

1.8. The Public association shall bear responsibility under its obligations by all property belonging to it and shall not bear responsibility under its members’ obligations. Members shall not bear responsibility under the Public association’s obligations.

1.9. The Public association on a voluntary basis shall have the right to join unions, public associations, to establish international contacts and communications, to enter into appropriate agreements and contracts.

1.10. Illegal intervention in the Public association’s activity by state authorities and officials is not allowed.

1.11. The Public association has the status of local public association and operates on the territory of Almaty city.

1.12. Property transferred to the Public association is owned by the Public association.

2. Goals and subject of the Public association

2.1. The goal of the Public association is:

support and promote public and educational projects owned by Wikimedia Foundation Inc.;
support and promote Wikimedia Movement;
support and promote educational projects of Wikimedia Movement;
assistance for creation, accumulation, development (clarification, systemization, structuring) and dissemination of publicly available authorized for use by any persons encyclopedic, educational, scientific, reference information and other knowledge in different languages in particular open content developed and supported by Wikimedia Foundation Inc. (USA) (hereinafter – “Knowledge”);
Knowledge promotion (initiation and inspiration of public interest to Knowledge and how to create, develop and disseminate Knowledge and access to it);
support opportunities for access to Knowledge and education for all citizens regardless of their wealth or status, the organization of such access.
support and promote projects of Wikimedia Foundation Inc.
assistance to reflect Knowledge accumulated by citizens of the Republic of Kazakhstan in international projects on creation, accumulation, development and dissemination of Knowledge; support to create, promote and use of information and other technologies that promote the creation, accumulation, promotion, and dissemination of Knowledge;
support in preparation of laws and other legal acts that help to create, accumulate, develop and disseminate Knowledge.

2.2. Subject of the Public association:

obtain funds on a charitable basis to finance its activities and programs;
distribution, promotion and support for dissemination of peaces of work of various authors published by the will of these authors or by law on the conditions that allow any person to legally distribute without paying royalties to these authors, the pieces of work of these authors, by any means, including digital media or printed;
assistance in acquisition of rights to pieces of work of various authors with further dissemination on the conditions that allow any person to legally distribute without paying royalties to these authors, these pieces of work, by any means, including digital media or printed.
information provision to the public about its activity through information literature, mass media and other tools for public awareness;
arrangement and conducting conferences, seminars, round tables, meetings, briefings, forums and arrangements for participation of its representatives (members of the Public association as well as other persons) in conferences, seminars, round tables, meetings, briefings and forums carried out by other organizations;
provision of activity available via Internet and other telecommunication systems for creation, :*acquisition, development and dissemination of Knowledge.
consultation and mutual coordination of its activity with other organizations that have similar to the goals and purposes of the Public association including foreign ones;
support publishing, promoting the production and distribution of photographic and other products in accordance with the goals of the Public association;
participation in mass media activity in accordance with the legislation of the Republic of Kazakhstan;
proposals to the state and other authorities to improve their activities related to the goals and purposes of the Public association;
appeal to the state and other authorities, and directly to officials by applications, proposals, complaints, informing them about violations of the laws relating to the activities of the Public association and its members, as well as implications for such violations;
providing members of the Public association and other persons relevant to the field of activity of the Public association with social and other assistance in carrying out its activities
the Public association has the right to engage in other activities under the legislation of the Republic of Kazakhstan.

2.3. Public association has the right to engage in entrepreneurial activity which corresponds to the Charter goals of the Public association and doesn’t contradict the legislation of the Republic of Kazakhstan. The income received by the Public association as a result of the entrepreneurial activity may not be distributed between the members of the Public association and shall be directed to achieve Charter goals and purposes of the Public association.

2.4. Specific activities in accordance with the legislation may be executed by the Public association only on the basis of licenses.

3. Rights and responsibilities of the Public association

3.1. In order to achieve Charter goals and purposes the Public association shall have the right:

independently develop and approve plans and programs of its activity;
to create other entities, unless otherwise stipulated by the legislative acts of the Republic of Kazakhstan;
to submit proposals to state authorities and other organizations;
to enter into any civil relations during its activity;
to enter into business relations with local and foreign institutions, organizations and their representatives regarding its activity;
to arrange trips and trainings on probation for its members including overseas, involve foreign and Kazakh specialists for decision making related to the Public association activity;
to use and dispose of available property as buildings, facilities, housing, equipment, inventory, cash assets, securities and other assets;
to perform educational, production, trade and other economic activity, keep record of income and expenses on economic activity;
in order to achieve Charter purposes to participate in economy associations and partnerships as an investor, create non-profit organizations, enter into associations and unions in accordance with the current legislation;
on its behalf to sign agreements, contracts, conventions, acquire property rights and personal non-property rights, bear obligations, to have its own balance sheet, and if necessary, to have balance sheets of included in the Public association structures, its own accounts in KZT and foreign currencies in the country as well as abroad, may be a plaintiff and defendant at the courts;
exercise other rights and any activity on the basis and in the order prescribed by the legislation of the Republic of Kazakhstan.

3.2. The Public association shall have the following obligations:

to comply with the legislation of the Republic of Kazakhstan;
to pay taxes and other obligatory payments to the budget in the order prescribed by the legislation of the Republic of Kazakhstan;
to bear responsibility under its obligations by all property belonging to it.
to bear responsibility in accordance with the laws of the Republic of Kazakhstan.

4. Entrepreneurial activity of the Public association

4.1. The Public association is a non-profit organization and doesn’t intend to realize a profit as the main goal. All funds of the Public association including acquired as a result of entrepreneurial activity, shall be spent only for Charter goals and purposes of the Public association.

5. Property of the Public association

5.1. Property of the Public association is used exclusively for achievement of the Charter goals and purposes and is formed by:

entry and membership fees;
as a result of its entrepreneurial activity;
the contribution of individuals and entities (both members and non-members) as buildings, facilities, housing, equipment, inventory and other tangible assets, securities, land, buildings, facilities and equipment use rights, as well as intellectual property right (know-how) and other inflows;
other property and personal non-property rights, cash assets in KZT and foreign currency which are not prohibited by the current legislation of the Republic of Kazakhstan.

5.2. Inflow sources of financial and material resources may be:

its own production and economic, scientific and research activities including participation in the implementation of state and regional programs, investment projects, conducting foreign trade operations, arrangement of conferences, exhibitions, auctions, lotteries (except state), any other activities that don’t not contradict the legislation of the Republic of Kazakhstan;
voluntary and charitable contributions, donations and contributions, gifts from Kazakhstan and foreign state and public organizations, private companies and other entities and individuals, as well as testate estate;
long-term and short-term loans;
operations with securities and deposits;
contributions and payments from income acquired by the Public association and its participation in economic structures.

5.3. The Public association shall carry out its activity on the principles of self-management and self-financing.

6. Members of the Public association, rights and responsibilities of the members of the Public association

6.1. Members of the Public association keep their independence.

6.2. Members of the Public association are the founders and other entered into it in prescribed manner and they comply with the requirements of this Charter, individuals andlegal entities of the Republic of Kazakhstan, as well as the foreign citizens and individuals without citizenship, legally located in the Republic of Kazakhstan, except cases stipulated by international agreements of the Republic of Kazakhstan or legislative acts of the Republic of Kazakhstan.

6.3. Admission to the membership of Public association shall be carried out by the Public association Board’s decision on the basis of written statement. Admission procedure shall be regulated by Rules approved by the Board of Public association. Voting via electronic communication facilities is not allowed. Statement of withdrawal from the membership of Public association shall be applied to the Public association Board. Exclusion from the membership shall be carried out by the Board of Public association which may be appealed to a higher authority – General Meeting of the Public association. Withdrawal from the membership shall be carried out in case of violation of the Charter provisions and internal regulations of the Public association.

6.4. Members of the Public association shall have the right:

to take part in the Public association’s affairs management in the manner prescribed by the present Charter;
to get all necessary information about the activity of the Public association;
to attend the General Meeting with a right to vote, to elect and be elected to governing and supervisory bodies of the Public association;
to represent the Public association in relation to individuals and legal entities in accordance with this Charter and within authorities given by the General Meeting or the Board of Public association;
to contribute own and charitable funds;
to take part in activities organized in Kazakhstan and abroad, and also to represent on request of the Board of Public association interests of the Public association in activities of various state, public, private and international organizations;
to withdraw from membership of the Public association in the Association after the material and other obligations to the Association are fulfilled;;
to has other rights transferred by the Public association to its members.

6.5. Member of the Public association has no rights on property of the Public association, including transferred property to them and membership fees.

6.6. The members of the Public association shall:

to comply with the provisions of this Charter;
execute accepted obligations in relation to the Public association;
to take part in practical work of the Public association and report on their activity;
to attend General Meetings where the following questions are discussed: changes in Board’s membership of the Public association, audit commission, the Charter or annual activity plan;
to pay annual membership fees during the first month of a year. If the payment is not done during the stated period the membership in the Public association will be considered for termination. Responsibilities on payment of membership fees for new members of the Public association shall start from the moment of their entering into membership of the Public association;
to take care of authority and image of the Public association;
to promote the performance of specific programs and projects of the Public association;
to abstain from any type of activities that can impair reputation, financial, commercial and other interest of the Public association;
to take an active part in activities that are held by decisions of governing bodies of the Public association;
to provide information of the Public association that necessary for decision making related to the Charter activity of the Public association;
to keep property of the Public association;
not disclose confidential information about activity of the Public association;

7. Withdrawal from the membership of the Public association

7.1. The Public association may withdraw from the membership of the Public association if a member of the Public association:

doesn’t fulfill requirements of the Charter, decisions of the General Meeting and the Board of the Public association;
systematically doesn’t perform or improperly perform its responsibilities before the Public association;
prevents by its action or omissions to normal work of the Public association;
doesn’t pay membership fees during established terms.

7.2. The Board shall make decision on withdrawal from the membership of the Public association.

7.3. Procedure on admission and withdrawal from the membership of the Public association shall be regulated by the Rules approved by the Board of the Public association.

8. Governing bodies of the Public association

8.1. Governing bodies of the Public association are:

Superior governing body – the General Meeting;
Executive body – the Board;
Control body – Audit commission.

9. General Meeting

9.1. Superior governing body of the Public association is the general Meeting (hereinafter - Meeting).

9.1.2. Meeting takes place more than one time per a year.

9.1.3. The Board of the Public association shall announce following details:

- date and place of the Meeting,
- preliminary agenda,
- one month (30 days) prior to the Meeting commencement.

9.1.4. The board of the Public association shall establish an order of representative and delegate voting on the Meeting.

9.1.5. Extraordinary Meeting of the Public association shall be convened as per necessity by the Board’s initiative or by request of members not less than 1/3 from total quantity of members of the Public association.

9.1.6. The Meeting shall be considered as legitimate if members participated in the Meeting are not less than 1/3 of members of the Public association, decision shall be considered as accepted if given voices are more than a half of attendant delegates.

9.1.7. Voting manner (open or secret) shall be established by the Board of the Public association. The election of the Board and Audit Committee have to be performed by secret ballot.

9.1.8. Participation in the Meeting through electronic communication means shall be allowed.

9.1.9. The Quorum for Ordinary and Extraordinary Meeting should be same.

9.2. The following subjects are referred to exclusive competence of the General Meeting:

acceptance of Charter of the Public association, making amendments and changes;
election of the Board of the Public association and its Chairman, audit commission or Audit company assignment, hear and approve their accounts;
earlier divestiture of the Public association Board member’s authority by representation of Chairman;
general activities determination of the Public association for the next reporting period;
decision making on reorganization or liquidation of the Public association, liquidation commission assignment;
determination of an order and periodicity for financial statements submission by an executive body;
decision making on commercial structures creation;
decision for other important activity subjects of the Public association, determined by the Board of the Public association.

10. Board of the Public association

10.1. Board of the Public association (hereinafter – the Board) is an executive body during period between General Meetings.

10.2. The Board shall be elected by the General Meeting and accountable to it.

Members of the Public association in the amount of at least 5 persons form the Board; they shall be elected for two years with a right to be re-elected for the period no more than one term.

During the election of the Board candidates to the Board must collect at least 3 written requests from the Members of the Public association and submit its electoral programme a week before the election. Chairman of the Board shall introduce a list of candidates for voting at the Meeting. Voting shall be established by secret ballots.

The Board shall meet at the request of any of its members by preliminary coordination with Chairman.

The Board shall be considered as legitimate if it was attended by members not less than ½ of members of the Board. All decisions are taken by simple majority vote. In case if votes are equal casting vote belongs to the Chairman of the Board or presiding officer.

Absentee voting is not allowed.

Decisions of the Board shall be signed by the Chairman and are binding on all its members. The members of the Board of the Public association shall bear individual and collegial responsibility.

Member of the Board of the Public association shall lose its authorities if:

non-fulfillment of functional responsibilities defined by the Board of the Public association;
absence at meetings of the Board of the Public association for more than three times without valid reason;

10.3. The exclusive competence of the Board includes:

determination of the number and election from his deputies;
approval of the budget expenditure and hearing reports;
annual informing the members of the Public association of the receipt and expenditure of funds;
determination of order and amount of membership fees;
review and approval of quarter, year working plans of the Public association;
approval of emblem samples of the Public association;
consideration and decision making for other subject of the Public association activity, which are not included into the competence of the Meeting and Audit commission.

10.4. The Chairman shall be elected for a term of one year and may be re-elected for the period no more than one term. The Chairman shall lead meetings of the Board. If the Chairman can’t attend a meeting of the Board he shall determine a presiding officer from his deputes. In case of impossibility to execute obligations the Chairman can pre-term abdicate.

12. Audit commission of the Public association

12.1. In order to control the activities of the Public association Audit commission shall be established consisting of at least three people for two years. Members of the Board of the Public association shall not be included into the Audit commission.

Audit commission is accountable only to the Meeting of the Public association. Members of the Audit commission have the right to attend meetings of the Board.

12.2. The Audit commission shall conduct verification of economic, financial and other activities of the Public association at least one time per a year. Audit and verifications shall not disturb normal operation of the Public association.

12.3. The Audit commission has a right to demand from authorities of the Public association of submission of all necessary materials, accounting and other documents.

12.4. The Audit commission shall send the results of conducted audits to the Meeting of the Public association.

12.5. The Audit commission may inspect and audit of all the property of the Public association at places, check executed during a year works, as well as costs of the Public association.

12.6. The Audit commission has the right to unconditional access to all documentation of the Public association. At request of the Audit commission Executive director and employees of the Public association shall be obliged to give necessary explanations in written or oral form.

13. Procedure for making changes and amendments to the Charter of the Public association

13.1. Changes and amendments shall be introduced into this Charter by the General Meeting of the Public association through their registration in institution of justice in compliance with the legislation.

13.2. Minutes of the General Meeting, text of changes (amendments) and other necessary documents stipulated by the legislation shall be attached to changes (amendments) registration application.

13.3. Registration authority shall certify the registration of changes (amendments) by putting stamp on original of the appropriate text.

14. Liquidation and reorganization manner of the Public association

14.1. Reorganization or liquidation of the Public association shall be performed in voluntary manner by the decision of the General Meeting of the Public association or in compulsory manner by court decision.

14.2. The Board of the Public association has a right to put a question about reorganization or liquidation of the Public association, by its own initiative or by demand of 1/3 members of the Public association.

14.3. Reorganization or liquidation of the Public association shall be performed in accordance with the legislation of the Republic of Kazakhstan.

14.4. The Meeting shall assign balance commission in case of reorganization and liquidation commission in case of liquidation for making decisions about property and funds of the Public association.

14.5. Decision of the Meeting shall be brought to registration body’s notice in cases of reorganization or liquidation.

14.6. Rest of property and funds shall be transferred to a legal successor in case of reorganization of the Public association.

14.7. Rest of property and funds shall be spent for goals prescribed by this Charter in case of liquidation of the Public association.

14.8. The Public association shall be considered as terminated its activity from the moment of entering the record thereof into the State Register of the legal entities.

15. Final provisions

15.1. Relations not regulated by the present Charter shall be regulated by the current legislation of the Republic of Kazakhstan.