Wikimedia New England/Bylaws

From Meta, a Wikimedia project coordination wiki
Jump to: navigation, search
Wikimedia New England logo.svg

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.

Draft[edit]

Part A. Name of Organization subject to these By-laws and Definition of "Person" used Herein[edit]

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[edit]

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:

(a.) engaging in a wide range of educational initiatives, teaching how to use and contribute to free content projects;
(b.) expanding access to and use of free content projects;
(c.) promoting free content development in cultural institutions;
(d.) providing a forum for knowledge-sharing among contributors to free content projects;
(e.) developing and leading initiatives for the expansion of educational content under a free license or in the public domain; and
(f.) advocating for the best interests of free content creators and consumers in the local community, insofar as such advocacy does not adversely affect the not-for-profit and charitable tax status of the Chapter.

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[edit]

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.

(a.) Regular Members are Persons who participate directly in Chapter community activities. Also, Regular Members elect the Board of Directors, in a manner consistent with these by-laws, and, if 18 years or older, may serve on the Board of Directors. Regular Member status is subject to the payment of applicable membership dues and requires:
(i.) that the Regular Member attends, or has attended, at least one meeting of the Chapter (or the Chapter's predecessor group) up to six months before or up to six months after the Chapter's incorporation date; or
(ii.) that the Regular Member attends, or has attended, at least one meeting of the Chapter (or the Chapter's predecessor group) up to six months before or up to six months after that Regular Member's current dues payment is received; or
(iii.) that the Regular Member's attendance requirement, described in (i.) and (ii.), is waived by the Board of Directors.
(b.) Associate Members are Persons who do not participate directly in Chapter activities, but who wish to otherwise contribute to the Chapter. Associate Members do not participate in elections of, nor may they serve on, the Board of Directors. Associate Member status is subject to the payment of applicable membership dues.
(c.) Honorary Members are Persons who, through donation or other act, have had a substantial positive impact on the Chapter, Wikimedia Foundation projects, or free content in general. Honorary Members must be approved by the Board of Directors and confirmed by the President. Honorary Members do not participate in elections of, nor may they serve on, the Board of Directors. Honorary Member status is not subject to the payment of membership dues.

Part D. Indemnification and Related Issues[edit]

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.

(a.) Any Director, Officer, past Director, or past Officer, who promises to repay the Chapter if an adjudicatory body should deny him or her any entitlement described in this Part D, will have his or her legal defense costs (or in the event of his or her demise, the legal defense costs of his or her heirs, representatives, or successors) paid by the Chapter under the following circumstances:
(i.) when the Director, Officer, past Director, or past Officer defends against a legal action alleging personal liability for for an act or omission of the Chapter, or for the Chapter, that has resulted in damage or injury to any Person (including, but not limited to, loss of income, loss of return on investment, loss of property, loss of life, or loss of physical ability), unless such act or omission had been committed by the Director, Officer, past Director, or past Officer either without good faith or while not reasonably believing it was in the best interest of the Chapter; or
(ii.) when the Director, Officer, past Director, or past Officer defends against a legal action alleging personal liability for a debt or obligation of the Chapter, or for the Chapter, to any Person, unless such debt or obligation had been undertaken by the Director, Officer, past Director, or past Officer either without good faith or while not reasonably believing it was in the best interest of the Chapter.
(b.) The Chapter will indemnify and hold harmless any Director, Officer, past Director, or past Officer from demands, judgments, penalties, and settlement payments (or in the event of his or her demise, the demands, judgments, penalties, and settlement payments of his or her heirs, representatives, or successors), under the following circumstances:
(i.) when an adjudicatory body finds the Director, Officer, past Director, or past Officer liable for an act or omission of the Chapter, or for the Chapter, that has resulted in damage or injury to any Person (including, but not limited to, loss of income, loss of return on investment, loss of property, loss of life, or loss of physical ability), unless such act or omission had been committed by the Director, Officer, past Director, or past Officer either without good faith or while not reasonably believing it was in the best interest of the Chapter;
(ii.) when an adjudicatory body finds the Director, Officer, past Director, or past Officer liable for a debt or obligation of the Chapter, or for the Chapter, to any Person, unless such debt or obligation had been undertaken by the Director, Officer, past Director, or past Officer either without good faith or while not reasonably believing it was in the best interest of the Chapter; or
(iii.) when a matter fitting the description in (i.) or (ii.) is settled privately and the settlement is endorsed by the Board of Directors.

Part E. Board of Directors[edit]

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.

(i) Prior to the incorporation of the Chapter, the Chapter's predecessor group shall have selected individuals to serve as incorporators of the Chapter, who will have appointed themselves the first Board of Directors. The first Board of Directors will have served in the interim for such time until the second Board of Directors is elected.
(ii) At the first general membership meeting of the Chapter, nominations for Directors will have been made by Members, and plurality-at-large elections will have taken place at that meeting or another general membership meeting within three months, to elect the second Board of Directors. The term for each seat on the second Board of Directors, and on every subsequent Board of Directors, shall not be greater than one fiscal year.
(iii) After any election of a Board of Directors, and within six months prior to expiration of the term of the seats on that Board of Directors, nominations for the next Board of Directors must be made by Members of the Chapter. The process of plurality-at-large voting as described in (ii.), later followed by new nominations, shall repeat each fiscal year.

Part F. Officers and Duties[edit]

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.

(i) The President is the principal Officer, generally responsible for leading the Chapter and managing its activities in accordance with these by-laws.
(ii). The Treasurer collects dues, pays bills, and generates and maintains financial records. The Treasurer prepares the Chapter's annual financial report for presentation to the Chapter at the annual business meeting. The Treasurer presents the annual budget at said meeting, also.
(iii.) The Clerk is a resident of the Commonwealth of Massachusetts, who generates and maintains non-financial records, especially records of the Chapter's official communications with public and private entities.

3. Contracts for services can only be entered into by the Chapter if:

(i.) the contracts are in writing and duly recorded in minutes of a meeting of the Board of Directors;
(ii) the contracts are within the Chapter's budget as certified in writing by the Treasurer; and
(iii.) both the President and the Treasurer are signatories on behalf of the Chapter for any such contracts. Though this binding signatory requirement may be waived, in some cases, by the Board of Directors.

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[edit]

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[edit]

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[edit]

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.