Wikimedia New England/Bylaws
These draft by-laws were developed primarily by reviewing the pertinent Massachusetts statute, and analogous by-laws for Wikimedia New York City. These don't yet address every important point which is found in the Massachusetts statute. But since mid-October 2013, a larger number of important points has been explicitly addressed, and the precision of the language has improved.
Part A. Name of Organization subject to these By-laws and Definition of "Person" used Herein
1. These by-laws control the organization called Wikimedia New England, Inc., herein known as "the Chapter".
2. Any proposed change to these by-laws must be presented at a general membership meeting and then voted upon by Regular Members at the following general membership meeting. If approved by a simple majority, the change is to be enacted.
3. In all Parts of these by-laws, the term "Person" means a person, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint stock company, trust, business trust, unincorporated association, or other entity, plus his or her heirs, legal representatives, or successors, as appropriate.
Part B. Purpose and Activities
1. The general purpose of the Chapter is to promote the progress of free content, and especially the various Wikimedia Foundation projects, in the regional area, by:
2. The Chapter is established as a not-for-profit organization under the laws of the Commonwealth of Massachusetts. Its fiscal year is from July 1 to June 30.
3. The Chapter serves a community which includes, but is not limited to, the six New England states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont, with the understanding that other, similar not-for-profit organizations may be established in overlapping geographic areas, also open to people in the six New England states.
Part C. Membership
1. The Chapter is a Member organization, with three classes of Members: Regular Members, Associate Members, and Honorary Members.
2. Membership is not necessary for participation in public activities or special events of the Chapter.
3. All Persons which support the purpose of the Chapter are eligible for membership, and no one can be denied membership unless the Board of Directors, or a committee designated by the Board of Directors, has determined that such exclusion is warranted. Any Person that is denied membership, after such determination, shall be entitled to appeal such denial to the President.
4. Membership in the Chapter may be contingent upon a payment of dues; and may be subject to periodic renewal, potentially requiring new payments of dues each period. However, no such renewal shall be necessary more than once every fiscal year.
5. Dues amounts shall be determined by the Board of Directors. The Board of Directors, or a committee designated by the Board of Directors, may establish multiple levels of dues, including, but not limited to, standard membership dues and special dues for students, corporations, not-for-profit organizations, and any other category recognized by the Board of Directors or its designated committee.
6. The membership classes are as follows.
Part D. Indemnification and Related Issues
1. The Chapter's debts, obligations, and liabilities, whether arising in contract, tort, or otherwise, are its own responsibility. Thus, the Chapter will save harmless and pay litigation costs of all Directors, Officers, past Directors, and past Officers, in situations including, but not limited to, the following, should these ever come to pass.
Part E. Board of Directors
1. All corporate powers are exercised by or under the authority of, and the business and affairs of the Chapter are managed under, the direction of the Board of Directors.
2. The President carries out duties as ordered by the Board of Directors and presides at all meetings of the Board of Directors.
3. The Board of Directors must meet at least three times per fiscal year, plus gather for one additional special meeting called by the President during the fiscal year, if the President chooses to call such a special meeting. These meetings may happen on the same days as general membership meetings or annual business meetings. If a Director is absent more than twice per fiscal year, from any required meeting, unexcused by the President, then the Director will be deemed to have resigned and the position declared vacant. A Director may participate in a meeting via conference telephone or online, by means of which all persons participating must be capable of communicating with each other at the same time. Meeting minutes are taken at all meetings of the Board of Directors, and the minutes of each meeting are brought for approval at the subsequent meeting.
4. The number of Directors elected each fiscal year shall be no less than three and no more than nine valid Chapter Members.
5. The Board of Directors shall be elected as follows.
Part F. Officers and Duties
1. A short time after Directors are elected, the Directors must select: a President, the only Officer of the Chapter that needs to be a current Director; a Treasurer; and a Clerk. The Board of Directors may also create other Officer positions and select other such Officers. Furthermore, the Board of Directors may create other Officer positions to be filled by individuals elected by Regular Members, according to a voting process specified by the Board of Directors.
2. No single individual may hold two Officer positions at the same time.
3. The selection of any Officer, by the Board or Directors, must happen by plurality voting.
4. The duties of certain officers shall be as follows.
3. Contracts for services can only be entered into by the Chapter if:
4. Disbursements for Chapter expenditures are made by the Treasurer. However, another Officer may be authorized to perform such disbursements, in some cases, if approved by the Board of Directors. A list of all Chapter expenditures, incurred during the current fiscal year, shall be recorded in the minutes of each meeting of the Board of Directors.
Part G. General Membership Meetings and Annual Business Meetings
1. The Chapter must hold general membership meetings at least three times per fiscal year, in places that are accessible to all Members who are anticipated to attend. Subject to that condition, general membership meetings are held at times and in places that the Board of Directors, or a committee designated by the Board of Directors, finds appropriate.
2. The Chapter must hold annual business meetings once per fiscal year. Subject to that condition, the Chapter holds annual business meetings at times and in places that the Board of Directors, or a committee designated by the Board of Directors, finds appropriate. An annual business meeting can coincide with a general membership meeting, at the same time and in the same place.
3. Notices of the times and places of general membership meetings and annual business meetings are distributed to all members at least one week in advance, in a manner deemed appropriate by the Board of Directors, or a committee designated by the Board of Directors.
Part H. Decision-Making on Issues within the Scope of these By-laws
1. No decision on any issue within the scope of these by-laws can occur, unless a quorum of the relevant decision-making body is present. The quantity that defines a quorum, of each relevant body, shall be determined by a majority all Directors during or before the meeting where such decision-making is to transpire. However, no quorum of General Members may ever consist of less than nine General Members.
2. If a tie vote occurs between or among the voters of any decision-making body, then the President, or the President's designated substitute, can pick which of the most popular options in question will prevail.
Part I. Dissolution
1. Dissolution of the Chapter must happen by unanimous agreement among all Directors, and by simple majority approval of Regular Members at a general membership meeting. Such general membership meeting is required to take place at least one week after the proposed dissolution is announced in a manner deemed appropriate by the Board of Directors.
2. If the Chapter is dissolved, its assets must be transferred to a group or groups having similar goals.