Wikimedia Tunisia User Group Bylaws

Article 1 - Name

These bylaws regulate the activities of the "Wikimedia Tunisia User Group", hereinafter referred to as "the group", constituted and recognized as such on May 28, 2014.
For anything that is not stipulated in these bylaws, the execution is governed by the decree-law n°2011-88 of September 24, 2011, on the organization of associations and all texts which complete or modify it.

Article 2 - Goals

The purpose of the group is to support the creation, collection and distribution of free content on a non-profit basis, in order to support education and equal access to knowledge. From the point of view of these bylaws, "free content" refers to all works that have been placed by their author under a license that allows anyone to modify and distribute them. Additionally, the group aims to raise awareness of social and philosophical issues related to such content.
The group primarily uses "wikis" for gathering and collecting free content, without limiting itself to this system alone. A wiki is software accessible via the Internet network that allows its users to access and modify its content, so as to allow a common creation of free content. The best-known example of this principle is the free encyclopedia "Wikipedia", managed by the Wikimedia Foundation.
The group shares the aims of the Wikimedia Foundation (Wikimedia Foundation Inc), a non-profit association based in the United States. The Wikimedia Foundation coordinates activities at the international level with similar aims to those of the group, and manages the Wikimedia name as well as the names of the various international Wikimedia projects.
The group pursues its goals through:
- distributing and supporting the distribution of free content by other means, for example in digital or printed form, with a focus on content produced by the various international Wikimedia projects,
- the acquisition, provision and distribution of information and public relations work related to free content and the various Wikimedia projects through events or the press,
- the resolution of scientific, social, cultural and legal problems related to free content and wikis, for example by means of expert opinions, surveys, studies and by the distribution of scholarships,
- support for exchange and collaboration between Wikimedia projects in different languages, especially Arabic and French.
As part of its activities, the group does not allow or prevent any discrimination against users and current and potential employees based on race, skin color, sex, religion, nationality, age, disability, sexual orientation, or any other legally protected characteristic.
The group can transfer funds, provided that these are used only for the purposes mentioned above. He may also be a member of other organizations with similar objectives.
The group does not pursue commercial objectives and does not seek to make a profit.
The group's assets may only be used for the purposes indicated in these bylaws. Its members do not, as members, obtain any financial benefit from the funds of the group. Members do not receive any share of the group's assets when they lose membership, or when the group is dissolved. No person can benefit from expenses that are not necessary for the pursuit of the aims or from disproportionate payments.

Article 3 - Members

Anyone based in Tunisia or having a link with Tunisia can become a member. The application for admission must be submitted to the board using the dedicated form. Once the board approves the application, the membership process is complete. It is proposed to any new member to be sponsored by another member to help his integration within the group.
Members are allowed to participate in all activities and events organized by the group. They must support the group and its aims in an adequate manner, including in public, and pay the dues defined in these bylaws. They must also act in accordance with the friendliness policies of the Wikimedia Foundation. In addition, they must communicate to the group any change in their email addresses. Each member is solely responsible for the consequences resulting from his non-observance of these obligations, and releases the group from any liability in this regard.
The members are divided into two groups, called "supporters" and "voters". They must meet one of the following conditions in order to become "voters": have an account on Wikimedia projects dated more than a year or dated less than a year but active during the six months preceding the date of the members' meeting.
"Voting" members have the right to vote, as well as the right to take part in discussions, to propose motions, and to vote on motions at the members' meeting. Motions addressed at the members' meeting must be submitted to the board by email at least four weeks prior to the members' meeting.
Membership is lost by resignation, exclusion or following failure to pay dues for two consecutive years.
Resignation requests must be submitted by email to the board. This is effective immediately; nevertheless, the contribution for the current year remains due.
The board can exclude a member with immediate effect for serious reason if the member acts in a disrespectful way of the rules, regulations or bylaws, as well as if he acts against the interests of the group. A two-thirds majority of board members is required to exclude a member. Before the vote of the board, the member must benefit from a period of two weeks during which he can answer in front of the board about accusations against him. Members who have been expelled may appeal within 30 days of being notified of the decision. The call is made to the members' meeting through the board.
The exclusion of a member, for whatever reason, results in the loss of all rights associated with membership for a period of one year, beyond which the expelled member may submit a new request for membership. Reimbursement of contributions is expressly excluded; this does not affect the group's rights to recover any overdue contributions.
The board reserves the right to inform the Wikimedia Foundation of an exclusion and/or to file a complaint with its Trust and Safety team.

Article 4 - Members' meeting

The members' meeting has the capacity to deal with the fundamental questions and affairs of the group. In particular, it has the following tasks:
- elect the members of the board for the term mentioned in article 6,
- elect the auditors for the term mentioned in article 9,
- receive and approve the annual report, the annual financial report and the report of auditors,
- approve the bylaws and any changes thereto,
- discuss and decide on motions proposed by "voting" members or the board,
- decide on the exclusion of a member by simple majority,
- decide on a possible dissolution of the group.
The board convenes a regular members' meeting at least once a year. Invitations must be sent by email at least two weeks in advance; the agenda, the candidates for the planned elections, the annual report, the annual financial report, the report of auditors and the budget for the following financial year must be made available at the latest when convening the meeting.
The board shall immediately call a special members' meeting if the interests of the group require it, or if 50% of the "voting" members submit a written request to the board describing the purpose and reasons. Details of the reasons for the extraordinary members' meeting are included in the convocation.
The board appoints two facilitators from outside the board to ensure that the votes are properly held. These can be external to the group if necessary.
Minutes of the members' meeting recording all decisions must be drawn up during the meeting by the secretary of the board, or any person designated for this task, and made available to all members within one month after the members' meeting.

Article 5 - Contributions

The amount of the annual subscription is 20 Tunisian dinars.
Members can ask the board to waive the subscription. The board may decide to exempt any member from the payment of the subscription for a given year. The number of exemptions and their motivation is notified in the annual report.

Article 6 - Voting rights and quorum

Each "voting" member has one vote. Voting rights are not transferable.
The quorum is reached at a members' meeting when a simple majority of “voting” members is present.
If there is no quorum, the meeting is adjourned within two weeks. If there is no quorum, the second meeting is adjourned under the same conditions. In the absence of a simple majority of “voting” members at the third successive meeting, a quorum is no longer required to deliberate.
The decisions of the members' meeting are taken by simple majority of valid votes. In the event of a tie vote, the proposal is considered rejected.
For the acceptance of proposals concerning a change of bylaws or the dissolution of the group, a majority of two-thirds of the votes is required.
Voting is done by "voting" members in person, unless online solutions are available that allow for effective counting of votes.

Article 7 - Board

The board is composed of 5 members, all elected by simple majority according to the order of election.
Board members are elected for two years and re-eligible. Only members who have been "voting" for at least two years on the date of the members' meeting can present their candidacy. In order to ensure a transition, outgoing members must allow new members access to accounting and current affairs before the handover.
Resignations must be submitted by email to the rest of the board. The board may designate replacements, if circumstances so require, to ensure the end of the current term.
The members of the board assign among themselves the roles of:
- president, responsible in particular for chairing the meetings of members and of the board,
- secretary, responsible in particular for drafting the minutes and ensuring compliance with these bylaws,
- treasurer, responsible in particular for keeping the accounts, drafting the annual financial report and relations with CLibre,
- and any other role that board members deem useful.
The board meets at least once a month or at the request of the president. Board decisions are taken by simple majority. The quorum is reached when at least half of the board members take part in the vote. Minutes are kept in order to keep a written record of the decisions. The board communicates any decision to the members.
The president is the representative of the group in international conferences, unless this responsibility is delegated to another member of the board or, failing this, of the group.
As part of the actions taken by the board, any financial or personal benefit, direct or indirect, for one of its members is avoided. In the event of a conflict of interest, board members must disclose the relevant facts, not participate in discussions and abstain from voting.
The board is responsible for relations with the Affiliations Committee of the Wikimedia Foundation and for informing it about any changes following its election. The president serves, alongside the secretary, as the point of contact with the Affiliations Committee.
The board is responsible for submitting funding requests to the Wikimedia Foundation in order to ensure the proper execution of the group's program.
The board is responsible for the actions of the group. Each action carried out in the name of the group must be communicated to the board and validated before it is implemented.
The board reports to the members on its past and future actions on a regular basis.
The board deals with or delegates all the affairs of the group which are not the responsibility of other bodies according to these bylaws.
The group is legally bound by the signature of two members of the board.
The board liability is limited to cases of willful intent or gross negligence.
The members of the board are volunteers and they are in principle only entitled to the reimbursement of their actual expenses directly related to their activity.

Article 8 - Coordinators, commissions and advisory board

The board may, by resolution adopted by a majority of its members, decide to appoint coordinators and/or form specialized commissions to carry out certain tasks or missions. The coordinators and specialized commissions report to the board on their actions on a regular basis.
An advisory council may be created. Advisory council members have a desire to serve the group and support the work of the board by offering their expertise and professional knowledge. The members of the advisory council have an exclusively advisory role with the board and have no duties, voting rights or obligation to attend board meetings.
The members of the commissions or of the advisory council are appointed and revoked by the board by simple majority.
The members of the commissions or the advisory council are volunteers and they are in principle only entitled to the reimbursement of their actual expenses directly related to their activity.

Article 9 - Employees

The board may, by resolution adopted by a majority of its members, decide to employ people responsible for any function it deems useful, depending on the funds available and the needs of the group. The employees are placed under the responsibility of the board.
The board establishes reasonable compensation and benefits for employees.
Employees cannot sit simultaneously on the bodies designated in articles 6, 7 and 9. They do not participate in the discussions and deliberations on their remuneration or their appointment.

Article 10 - Account auditors

The verification of the accounts is carried out by two "voting" members who are not concerned by the bodies designated in articles 6, 7 and 8. They are elected for two years by the members' meeting, and are immediately eligible for re-election.
They check the accounts and cash and present a report to the members' meeting, in which they propose in a justified way to accept or reject the accounts.
The auditors can consult the accounts and the accounting documents at any time.

Article 11 - Finances

The board is responsible for keeping the group's accounts up to date and managing the group's assets.
The accounting year corresponds to the calendar year.
The financial obligations of the group are guaranteed only by its own assets. Any individual liability of the members of the group is expressly excluded.
The group's assets, including member contributions, are paid to the CLibre association. A memorandum of understanding is concluded between the group and CLibre in order to establish the rights and responsibilities of each party.

Article 12 - Dissolution of the group

If the group is dissolved, its fortune will be donated to another organization with similar goals. This fortune cannot in any case be redistributed to the members. The choice of this organization is made by the members' meeting at the same time as the decision to dissolve.
If the members' meeting does not decide otherwise, the members of the board fulfill the task of liquidators.