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This page contains the proposed by-laws for Wikimedia Canada.

This will be the draft, built out of the work done here and here.

These bylaws should be checked against the government's example bylaws here and here, and against the [The new regulations new regulations of the Bill C4. This should be done by a few different people to make sure that nothing in our bylaws is illegal. There are several things that the bylaws legally must do that they are not right now, including having information on annual general meetings (for some reason that section got taken out).

Any changes to these bylaws should also be done to their French language version. If you cannot do the translation yourself, say what change you made on the talk page and someone will edit the French page for you.

Contents 1 Articles of Incorporation 1.1 Name 1.2 Statement of Purpose 1.3 Assets 1.4 Initial Board of Directors 2 By-laws: Legally mandated sections, check laws to make sure they comply 2.1 Part 1 - Membership 2.1.1 Legally mandated sections 2.1.2 Other sections 2.2 Part 2 - Members Meetings 2.3 Part 3 - Directors 2.4 Part 4 - Meetings of Directors 2.5 Part 5 — Officers 2.6 Part 6 - Committee Members 2.7 Part 7 - Executive Committee Members 2.8 Part 8 — Execution of Documents 2.9 Part 9 - By-Law Amendments 2.10 Part 10 - Auditor 3 Non-regulated sections 3.1 Part 9 — Finances 3.2 Part 14 — Waiver of Notice 3.2.1 Amendment. 3.2.2 Delivery of Notices. 3.2.3 Interpretation. 3.3 Wings

[edit] Articles of Incorporation

[edit] Name

1. This organization shall be known as Wikimedia Canada in English and Wikimédia Canada in French.

[edit] Statement of Purpose

1. The missions of Wikimedia Canada are:
   1. To encourage and facilitate the creation and collection of multilingual reference and educational material of interest to Canadians under a free license or in the public domain.
   2. To promote use of those materials within Canada.
   3. To aid in the presentation, publication, or distribution of those materials within Canada through not-for-profit means.
   4. To develop an affiliation with the Wikimedia Foundation Inc. (a Florida not-for-profit Corporation) and with its affiliated chapters in other countries to achieve common goals on a global scale.

Here are some other goals from old WMC proposals that we might want to include:

1. To promote and develop free cultural property materials of all sorts,
2. To develop an affiliation with the Wikimedia Foundation, Inc. (a Florida non-profit Corporation) or its legal successor organisations, and fraternal relations with its affiliates in other countries with a view to collaborating on common goals on an international level,
3. To seek Canadian produced material or other material of Canadian interest, and make it freely available to all others without copyright restriction,
4. To develop and maintain such websites and Internet domains as may support these purposes,
5. To promote and assist in the development of materials in the languages of the First Nations of Canada, as well as the official languages of Canada.
6. To participate in the development and distribution of free and open educational materials,

[edit] Assets

1. Dedication of Assets:
   1. The property of Wikimedia Canada is irrevocably dedicated to charitable purposes and no part of the net income or assets of Wikimedia Canada shall ever inure to the benefit of any director, officer or members thereof or to the benefit of any private individual.
2. Distribution of Assets:
   1. Upon the dissolution or winding-up of Wikimedia Canada, its assets remaining after payment or provision for payment, of all debts and liabilities of Wikimedia Canada shall be distributed to a not-for-profit organization with similar objectives.

[edit] Initial Board of Directors

In this section we specify how many people are on the founding board and when their initial term ends. Here is the previous section on this, which may need some rewrites:

1. The applicants for incorporation and their appointees shall continue as directors until such time as directors have been elected in accordance with these by-laws.
2. The first board election must be held at the first annual meeting after Wikimedia Canada has been incorporated.
3. Notwithstanding Section ______, where the Articles of Incorporation and the by-laws used to obtain incorporation have originally been submitted in only one official language of Canada, a complete equivalent version in the other official language may be adopted once by a simple majority of the directors, and submitted as a part of these documents.

[edit] By-laws: Legally mandated sections, check laws to make sure they comply

[edit] Part 1 - Membership

[edit] Legally mandated sections

1. Membership shall be open to any person who:
   1. is interested in furthering the objectives of Wikimedia Canada,
   2. is one of:
      1. a Canadian citizen, or
      2. a Canadian corporation, or
      3. an individual person who has been lawfully admitted to Canada for a period of not less than one year, and
   3. has no indebtedness to Wikimedia Canada more than 120 days old.
2. Membership is non-transferable,
3. A member shall be in good standing when he has paid the prescriberd dues for the current fiscal period and has no other indebtedness to Wikimedia Canada more than 120 days old.
4. Any member may withdraw his membership at any time by written notice to the secretary of Wikimedia Canada.

[edit] Other sections

1. A member whose membership is not in good standing may put his membership in good standing by paying his membership fee and settling any outstanding indebtedness. This shall be done without a new application for membership, and shall be effective forthwith on receipt of payment.
2. Application
   1. Application for membership shall be by providing the required information and submitting the required fees for the first year of membership.
   2. The Board of Directors may within 45 days of receiving any application for membership reject that application by a simple majority against the person's admission for membership. This vote may be held in camera. Where an application has been rejected the directors shall return to the applicant any fees submitted with the application.
   3. Any application that is not rejected shall be deemed to have been accepted, and shall be effective 45 days after its receipt.
3. The Board of Directors may establish regulations allowing the payment of membership fees in advance for more than one year.
4. The Board of Directors may standardize the expiry date of all members, but shall not by doing so reduce any paid membership to less than one year.
5. A membership shall end when
   1. The member dies,
   2. The member resigns,
   3. The member's membership has not been in good standing for a continuous period of not less than one year, or
   4. The member has been expelled by a vote of 2/3 of the directors.
   5. The member has been expelled by a vote of 2/3 of the members at a general meeting.
6. Where a membership has for any reason been terminated after the member has made advance payment of fees for years that have not yet begun, the directors may, on request, refund the fees prepaid for those additional years reduced by any other outstanding debts which he may have to Wikimedia Canada.
7. The rate of fees shall be determined by the board of directors and may be changed by them at any time, but such a change shall not require members to pay additional fees for years they have prepaid.
8. The Secretary shall maintain a register of members containing:
   1. the name, address, and e-mail address of each member,
   2. the date on which each member's name was entered in the register, and
   3. the date that the last payment of dues was received.

[edit] Part 2 - Members Meetings

1. General member meetings shall be held annually. Additional general member meetings may be held at the request of the Board of Directors or by 5% of total membership with voting rights.
2. The annual or any other general meeting of the members shall be held on such day as the Board of Directors shall appoint.
3. Meetings shall be conducted electronically through an easily accessible medium, either text-based or teleconference, chosen by the Board of Directors and approved by a quorum of members.
4. Quorum for approval of meeting format and for meeting attendance shall be 20 members with voting rights or 20% of total membership with voting rights, whichever is fewer.
5. The Board of Directors may establish any kind of system they deem necessary to ensure the identity of members at electronic meetings, including but not limited to personal accounts, passwords, and secure links.
6. The Board of Directors shall choose a member to chair meetings and record votes.
7. Decisions at general member meetings shall be made by majority vote unless the Act or these by-laws otherwise provide.
8. An announcement of the date, time, and medium of general member meetings will be made by email not less than 14 days prior to the meeting.
9. The announcement of general meetings shall include links to the full text of motions that will be put forth by the Board of Directors, motions submitted by members, as well as notices of any other special business that will be conducted at the meeting. These notices do not preclude the possibility of motions being amended at the meeting unless it is required by law or by these by-laws.

[edit] Part 3 - Directors

1. The Board of Directors shall be the chief executive and administrative body of Wikimedia Canada. Except where otherwise restricted by these by-laws, the Board of Directors may manage the affairs of Wikimedia Canada and enter into all manner of contracts on behalf of Wikimedia Canada.
2. All directors shall be individual persons that are:
   1. Voting members of Wikimedia Canada,
   2. at least 18 years of age, and
   3. legally capable of entering contracts.
3. Wikimedia Canada shall have a minimum of four directors, and when for any reason the number of directors falls below that number the remaining directors shall appoint individuals as needed to maintain that number.
4. The directors of Wikimedia Canada shall be determined on the following basis:
   1. Up to and including five directors may be elected at large by the voting members from among their number.
   2. Each recognized regional wing, if any, may appoint one director determined in a manner determined by the wing.
   3. Each other ongoing recognized projects, if any, may appoint one director determined in a manner determined by the projects.
   4. No person may be elected or appointed at large when doing so would result in 50% or more of the directors being resident in the same province.
5. The Board of Directors may appoint non-voting observers or advisers to the Board as needed, under the following conditions:
   1. these persons shall not officially represent Wikimedia Canada and cannot vote as a board member,
   2. the number of advisers to the Board shall not exceed the number of voting members on the Board.
   3. There will be one non-voting adviser who will be the Youth Representative. That adviser will be a member between the ages of twelve (12) and seventeen (17) at the time of their appointment and will represent the youth of the Wikimedia Canada community. They will be elected by the organization membership as a whole and may thereafter serve for one year. The Youth Representative may be reelected to additional terms unless they have reached the age of eighteen (18).
   4. If elections and appointments from recognized groups have not resulted in at least one director who is primarily involved in French-language projects and one primarily involved in English-language projects, the Board of Directors shall appoint one extra non-voting adviser to ensure that both languages are represented.
6. Unless otherwise provided a director's term shall be for two years from the date of appointment, but nothing in these by-laws shall limit the reappointment of a member for additional terms.
7. Any director may be removed from office:
   1. by a two-thirds vote of the membership at a general meeting,
   2. by a two-thirds vote of the directors, or
   3. where a director has been appointed by a regional wing or recognized project, in accordance with rules established by that wing or project.
8. Any remuneration of a member of the Board of Directors must be approved at a general meeting of the membership.

[edit] Part 4 - Meetings of Directors

1. An official meeting of the Board of Directors may be requested by any member of the Board.
2. Meetings of the Board of Directors must take place at least once every six (6) months.
3. The directors may meet and hold votes by any medium designated by the Board Member announcing the meeting, including ones that are only text-based.
4. Notice of a meeting of the Board of Directors shall be given not less than fourteen (14) days before the proposed date of the meeting, and may be done through an electronic medium such as email.
5. Quorum for meetings of the Board of Directors shall be three-quarters of the Board.
6. For a vote to be considered passed, it must win a majority of support votes from all incumbent directors who do not announce an abstention, regardless of the number of members of the Board at the meeting in which the vote is held.
7. Advisers and observers to the Board may not vote, do not count for quorum, and are not included when calculating the number of votes needed to pass a motion.
8. Attendees of Directors meetings may participate in meetings in either English or French.
9. Minutes and votes of meetings shall be recorded by the Secretary or another member of the Board designated by him.

[edit] Part 5 — Officers

1. The officers of Wikimedia Canada shall be the President, the Vice President, the Secretary and the Treasurer.
2. The officers of Wikimedia Canada must be directors. If there is a vacancy in any of the offices, the directors shall elect from their own number whenever necessary to fill a vacancy.
3. An officer's term of office shall last until the date when the first of the following shall have happened
   1. the officer's term expires at the first meeting of directors following the annual general members meeting,
   2. the officer dies,
   3. the officer resigns his position, whether to leave the foundation, to become an officer without officer title, or to take a different officer title,
   4. the officer has been removed from his office by a vote of 2/3 of the directors.
4. An officer may be reelected to his position.
5. The President shall
   1. preside at all meetings of Wikimedia Canada,
   2. execute all legal documents of Wikimedia Canada,
   3. be the designated official spokesman for Wikimedia Canada, and
   4. prepare an annual report of his activities.
6. The Vice President shall
   1. perform the duties of the President in all situations where the President is unable to act.
   2. perform such other tasks delegated to him by the directors.
7. The Secretary shall
   1. maintain the records of Wikimedia Canada,
   2. ensure that the activities of Wikimedia Canada are well-reported,
   3. maintain a register of members as per Part 1.8,
   4. work with the treasurer to produce an annual activity and financial report.
8. The Treasurer shall
   1. maintain the financial records of Wikimedia Canada.
   2. ensure the preparation and distribution of tax receipts in proper form,
   3. work with the secretary to produce an annual activity and financial report.
9. This section must include "the custody of the corporate seal".

[edit] Part 6 - Committee Members

This section is optional, but if included has regulations about it.

1. The Board of Directors may establish such committees as they may consider necessary to the fulfilment of Wikimedia Canada's purposes.
2. The duties of any given committee are at the discretion of the Board of Directors.
3. Each committee shall include at least one director in its membership, but may, if the Board of Directors so designates, include other persons who are not directors.
4. The Board of Directors may remove or replace any person from the committee at any time so long as the committee continues to include at least one director as per 6.3.
5. No decision or statement by a committee shall bind Wikimedia Canada or the Board of Directors except to the extent that it is specifically authorized by the Board.
6. The Board may, at its leisure, create other titled positions. Individuals will be elected to these positions by directors from their own numbers or from their advisers, and will have term lengths similar to officer positions, but will not have the title of "officer" unless they are a director who already has another officer title. Such titled positions may include, but are not limited to: web master, newsletter publisher, legal coordinator, logistical coordinator, media contact, regional wing co-ordinator.

[edit] Part 7 - Executive Committee Members

This section is optional, but if included has regulations about it. I don't think that we need this section given that the Board of Directors is the chief executive of the Foundation and it has its own sections.

[edit] Part 8 — Execution of Documents

1. Subject to ratification, the Board of Directors may authorize an officer or agent to negotiate, execute or deliver any contract or other instrument on its behalf.

[edit] Part 9 - By-Law Amendments

1. These by-laws may be amended by a two-thirds vote of the members at any general meeting of members, provided that at least thirty days notice is given of the proposed amendment.
2. Where three or more regional wings have been recognized, no amendment affecting the rights of regional wings shall be enforceable until it has been approved by one-half of the recognized regional wings.
3. When and only when required by law, no amendment to these by-laws shall be enforceable until appropriate approvals have been received from the Minister.

[edit] Part 10 - Auditor

This section must be re-worked to match the new laws. We also must take out any requirements being put on the auditor.

1. The auditor's position shall be open to any person who :
   1. is at least 18 years of age,
   2. is able to produce a report to members at the general meeting at the end of his term.
2. Appointment of auditor :
   1. the auditor shall be elected by members at the annual general meeting,
   2. unless all members agree otherwise, the auditor cannot be a director, nor an officer, nor a member of any committee (see part 6) formed by the Board of Directors,
   3. unless all members agree otherwise, the auditor cannot be an observer, nor an adviser, nor the Youth Representative (see part 3.5) or any other associate with a director, an officer or a member of a committee,
   4. the auditor's term expires at the first general meeting following the first anniversary of his election.
3. The auditor's report :
   1. the auditor can consult the accounts and records at any time,
   2. the auditor shall analyze the financial statements of Wikimedia Canada, and
   3. shall confirm that the financial statements are fairly presented in accordance with generally accepted accounting principles, and
   4. shall make a report to the members at the end of his term at the annual general meeting,
   5. report in which he proposed in a justified way to accept or reject the accounts,
   6. for the production of its report, the auditor of the current fiscal period may require the input of the outgoing auditor, but the latter has a duty to intervene.

[edit] Non-regulated sections

[edit] Part 9 — Finances

1. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the members. Such authority shall be subject to such limitations as the members may impose.
2. The officers of the Association shall be the signing officers, and any two thereof shall sign all cheques, drafts, or other orders for the payment of money by the Association, in such manner as shall from time to time be determined by resolution of the Board of Directors.
3. All funds received by the Association shall be deposited from time to time to the credit of the Association at such bank, credit union, or other depository institution as the Board of Directors may select, providing also that the majority of such funds shall be maintained at a depository institution in Canada.

[edit] Part 14 — Waiver of Notice

[edit] Amendment.

The by-laws of the corporation not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the by-law at a meeting of members duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

[edit] Delivery of Notices.

Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.

[edit] Interpretation.

In these by-laws and in all other resolutions of the corporation unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include corporations.

[edit] Wings

Because regional wings are mentioned a couple times, we should have some kind of policy to define them.