Wikimedia Czech Republic/Bylaws/en

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Contents

[edit] Chapter 1 – General provisions

  1. Wikimedia Česká republika (hereinafter referred to as “the Association”) shall be a non-political non-profit civic association based on the Act No. 83 of 1990 Collection within the meaning of subsequent regulations.
  2. The place of residence of the Association shall be Lidická 291/40, Praha 5 – Smíchov, 150 00.
  3. The Association operates within the area of the Czech Republic.
  4. In international activity the Association shall also use the name Wikimedia Czech Republic.
  5. The Association cooperates in its activity with Wikimedia Foundation, Inc. (hereinafter referred to as “the Foundation”), registered in the State of Florida in the United States of America, based on a separate bilateral agreement between the Association and the Foundation.

[edit] Chapter 2 – Goals of the Association

  1. Goals of the Association shall be:
    1. simplification of access to both general and specific knowledge in all fields of human education and activity,
    2. support and propagation of free content,[1] especially works that can be freely used, reproduced and modified.
  2. The Association shall implement its goals through:
    1. supporting the development and maintenance of projects based on the wiki or wiki-like technology, having content editable by the users, with the focus on projects operated by the Foundation (hereinafter referred to as “Wikimedia Projects”),
    2. supporting the distribution of full content of these projects on the Internet under the condition of free licenses.
  3. For the purpose of realization of those goals, the Association may pursue by-line activities, such as:
    1. publishing,
    2. information processing and providing,
    3. promotional items sale.
  4. Within its area of operation, the Association supports and promotes the Wikimedia Projects.

[edit] Chapter 3 – Membership

  1. Membership of the Association shall consist of:
    1. regular members,
    2. supporting members,
    3. honorary members.
  2. Any natural person or corporate body interested in supporting the activities of the Association may become a member of the Association. A corporate body may only become a supporting member of the Association.
  3. The acceptance of a regular or supporting member is decided by the Board. Each candidate, whose membership request is rejected by the Board, can appeal that decision as specified in the Rules of Procedure. The title of honorary members is given by the General Assembly upon proposal of the Board.
  4. Any natural person may become a regular member of the Association, if he:
    1. is at least 15 years old,
    2. wants to participate actively in activites of the Association,
    3. has sent a written application for membership to the Board,
    4. has paid a membership fee.
  5. A natural person or a corporate body who granted financial or other support to the Association may become a supporting member.
  6. An individual who granted an extraordinary contribution to development of goals and ideas of the Association may become a honorary member.
  7. The status of regular and honorary member can be combined. Any other combination of membership types is not allowed.
  8. Membership to the Association shall cease when:
    1. a declaration of the member, in which the member clearly stated the decision to withdraw his membership, is accepted by the Board,
    2. the natural person dies or the corporate body dissolutes,
    3. the member does not pay the membership fee to the Association in the term prescribed in the Rules of Procedure,
    4. the Board decides to expel the member in according with Chapter 10,
    5. the member is expulsed by decision of the General Assembly.

[edit] Chapter 4 – Member rights and obligations

  1. Every member of the Association is entitled to:
    1. take part in the General Assembly,
    2. make statements, submit opinions and postulates to the Board on any topic related to the activity of the Association,
    3. submit suggestions for an inquiry to the Revision Committee,
    4. request to use the Association's equipment, services and support, as long as it serves the goals of the Association,
    5. participate in the realization of the Association's goals.
  2. A regular member has also the right to:
    1. attend the elections of the authorities of the Association,
    2. be elected to the authorities of the Association,
    3. cast the vote on the General Assembly and in the Mail Vote.
  3. Every member is obliged to:
    1. observe the Bylaws and other regulations of the Association,
    2. observe the decisions of the Board; to honorary members this applies adequately.
  4. Regular and supporting members are also obliged to immediately inform the Board about changes of data listed in member evidence according to the Rules of Procedure.
  5. All regular members are obliged to pay regularly the membership dues for the Association.

[edit] Chapter 5 – Authorities of the Association

  1. Authorities of the Association shall be:
    1. General Assembly,
    2. Board,
    3. Revision Committee.
  2. Term of office of the Board and the Revision Committee shall run from date of election to the second annual General Assembly since the election; the term also ends by the resignation or termination upon the decision of the General Assembly.
  3. Proceedings of authorities of the Association are determined by the Rules of Procedure. This document is approved and changed by the General Assembly or by the Mail Vote. If any regulation of the Rules of Procedure is in contradiction to the Bylaws, the Bylaws is authoritative and determining.
  4. The statutory authority of the Association is the Board. Proceedings of the Board are determined by Chapter 7.
  5. Persons authorized by the Board can also act on behalf of the Association. Such authorization has to be purpose-limited. It may be also time-limited, when appropriate.

[edit] Chapter 6 – The General Assembly

  1. The General Assembly is the supreme body of the Association.
  2. The General Assembly shall consist of:
    1. members of the Association,
    2. guests invited by the Board. Any member is allowed to propose a guest for invitation to the Board.
  3. General Assembly can be annual or special.
  4. Annual General Assembly is to be summoned once in every year.
  5. Special General Assembly is summoned by the Board:
    1. on the demand of the Board itself,
    2. on the demand of the Revision Committee,
    3. on a written petition signed by st least one third of the number of regular members of the Association,
    4. when it is required by the the Bylaws or the Rules of Procedure.
  6. General Assembly can be summoned in two terms if announced to members of the Association. The second term can not be earlier than 30 minutes after the first one.
  7. In the General Assembly more than one half of the Association's regular members shall be present to constitute a quorum.
  8. During the second term meeting, there is no need of presence of more than half of all regular members of the Association.
  9. The General Assembly proceeds in accordance to the agenda approved at the beginning of the meeting. The agenda can be changed anytime upon the decision of the General Assembly.
  10. The second term meeting has to follow the announced agenda, excepting the situation, when the Bylaws or the Rules of Procedure require to include a special point.
  11. The General Assembly competences include, but are not limited to:
    1. approve the Bylaws and its changes,
    2. approve and change the Rules of Procedure,
    3. elect and remove members of all other authorities of the Association,
    4. hear an appeal to the Board concideration of member non-acceptance, expulsion or sanction,
    5. vote on acceptance of the Board's annual report for the previous calendar year and the annual economic report of the Association,
    6. vote on acceptance of the Board's plan of activities and budget for the following calendar year,
    7. assess the amount of membership fee for the following calendar year upon the Board's proposal,
    8. vote on acceptance of annual report of the Revision Committee,
    9. adopt a resolution about dissolution of the Association.
  12. Changes of the Bylaws can be approved only if such a vote was on the announced agenda.

[edit] Chapter 7 – The Board

  1. The executive authority of the Association shall be the Board. It acts on behalf of the Association, represents the Association and is accountable to the General Assembly.
  2. The Board shall consist of at least 3 but no more than 7 members. Those shall be a chairman, a vice-chairman, a treasurer and other members. The number of the Board members is determined by the General Assembly.
  3. The chairman of the Board is elected by the General Assembly, other members are elected by the General Assembly or by the Mail Vote. Term of office of the members elected in the Mail Vote shall run only to next General Assembly.
  4. The resolutions of The Board have to be signed by at least two members of the Board including either the chairman or the vice-chairman or the treasurer. Their signatures are valid only when combined with the stamp of the Association.
  5. Statements and deeds that denote obligations towards a third party have to be in a written form.
  6. The treasurer is allowed to take stand-alone financial decisions up to the limit given in the Rules of Procedure. Any operations exceeding this limit have to be approved by the Board.
  7. The Board has the competence to act in all parts of the Association's activity that are not explicitly granted to the General Assembly by article 11 of Chapter 6, particularly:
    1. to govern all activities of the Association between meetings of the General Assembly,
    2. to implement the resolutions of the General Assembly,
    3. to propose the budget of the Association,
    4. to keep control over the assets of the Association,
    5. to take decisions concerning buying and selling the Association's assets and accepting or rejecting donations,
    6. to adopt resolutions concerning admitting, expulsion or reprimanding members of the Association,
  8. The Board, as per written statement of members or of its own accord, discusses:
    1. cases of violation of member obligations given by the Bylaws, other regulations of the Association or the Board resolutions,
    2. litigations between members of the Association, concerning rights and duties of member of the Association.

[edit] Chapter 8 – The Revision Committee

  1. The Revision Committee is the auditing body of the Association.
  2. The Revision Committee shall consist of 2 to 3 members. The number of Revision Committee's members is determined by the General Assembly.
  3. Members of the Revision Committee are elected by the General Assembly and vacancies in the Revision Committee shall be filled by the Mail Vote. Term of office of the members elected in the Mail Vote shall run only to next General Assembly.
  4. The Revision Committee particularly:
    1. inspects all activities of the Association between meetings of the General Assembly,
    2. provides the Board with resume of carried inspections and suggestions arising therefrom,
    3. has the right to demand summoning of an special General Assembly meeting or organizing a Board meeting,
    4. organizes the General Assembly's meetings, if not being organized by the Board at proper term according to the Bylaws,
    5. provides the Genreal Assembly with its own activity reports,
    6. undertakes the competences of the Board for immediate acts in case that all members of the Board resign or cease to be members of the Association.
  5. The Revision Committee has the right to access all documents and to demand written or oral explanations concerning inspected activities of the Association from all members and all authorities of the Association.
  6. The Revision Committee has the right to delegate one of its members to a Board meeting as an observer.

[edit] Chapter 9 – Mail Vote

  1. The Mail Vote can be used to make the decision on matters that exceed competences of the Board between the General Assembly's meetings.
  2. The process of Mail Vote performance is governed by the Rules of Procedure.
  3. The Mail Vote shall not be performed in the following cases:
    1. changing the Bylaws,
    2. withdrawal of the authorities of the Association,
    3. an appeal to the Board resolution of member non-acceptance, expulsion or reprimand.

[edit] Chapter 10 – Disciplinary proceedings

  1. The highest disciplinary authority of the Association is the Board. In a matter concerning a member of the Board, such member shall not takepart in the dispute.
  2. The Board may take disciplinary measures against a member of the Association if the member acts in a manner disrespectful of the rules, regulations and statutes or the interests of the Association, is hostile to the Association, or discredits the Association by his acts. Before the Board decides, the member must have an opportunity of an open hearing, in which he may respond to the charges.
  3. The disciplinary measures are: warning, suspension of membership, conditional expulsion from the Association and expulsion from the Association.
  4. A member, who is in conflict with the Association or with another member of the Association in matters of the Association, is obliged to make all possible efforts to resolve the dispute within the Association, before making use of external authorities. Intentional failure to do so will be considered an act hostile to the Association.

[edit] Chapter 11 – Financial management

  1. Expenses of the Association are aimed at fulfilling the goals of the Association according to Chapter 2.
  2. The property of the Association primarily includes movables and funds.
  3. Income of the Association shall come from:
    1. membership dues,
    2. donations, legacies and inheritances,
    3. grants and subvention,
    4. the Association's self statutory activity,
    5. the Association's estate.
  4. It is forbidden:
    1. to grant loans or guarantee financial obligation using any assets of the Association to members of the Association and all their relatives,
    2. to transfer any assets of the Association to its members or their relatives under conditions different from other persons, especially if the transfer is free or on preferential conditions,
    3. to use any assets of the Association by its members or their relatives under conditions different from other persons except for fulfilling of the statutory goals,
    4. to purchase on preferential conditions any goods or services from entities which are connected with members of the Association or their relatives.
  5. The Association runs its financial administration and accountancy in accordance with the regulations of the standing law.

[edit] Chapter 12 – Dissolution of the Association

  1. The Association may be dissolved upon approval of at least 2/3 of all regular members.
  2. The General Assembly that adopted such resolution has to decide about the financial settlement. Eventual positive balance shall be transferred by voluntary conveyance to another non-profit corporate body, whose goals are close to the Association's goals.

[edit] Chapter 13 – Close provision

  1. The Bylaws may be changed upon approval of at least 2/3 of the present members and no less than 1/3 of all regular members.
  2. These Bylaws were adopted by Preparatory Committee in Prague on 29th February 2008 and they become effective on the date of the Association registration by Ministry of Interior of the Czech Republic. [6th March 2008]

[edit] References

  1. ↑ Term free content denotes works or expressions which can be freely studied, applied, copied and/or modified, by anyone, for any purpose. Any restrictions are permissible only if they respect or protect these essential freedoms.
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