Wikimedia Taiwan/章程/EN

This is a page about the bylaws of Wikimedia Taiwan. For other information, please refer to Wikimedia Taiwan.

Wikimedia Taiwan

The Bylaws

Note: the bylaws of Wikimedia Taiwan is based on the bylaws template issued in June, 2004 by the Taiwanese government and it's been modified and approved by Wikimedia Taiwan members in the Meeting of Directors and Supervisors of Wikimedia Taiwan in February 11, 2007 so please do not edit the bylaws here anymore. For discussions on this bylaws, please leave your opinions in the talk page.

Chapter 1 - General Provisions

Article 1.1

The official English name of the association is Wikimedia Taiwan, and the official Chinese name is 中華民國維基媒體協會 (literally menas "Wikimedia Association of the Republic of China" and hereinafter as "Wikimedia Taiwan").

Article 1.2

Wikimedia Taiwan shall be a non-profit civic and educational organization, established in accordance with the relevant laws and regulations of the Republic of China.

The objective of Wikimedia Taiwan is to support Wikimedia Foundation Inc. (USA) and its projects in Taiwan.

Article 1.3

Wikimedia Taiwan shall be organized within the national jurisdiction of the Republic of China.

Article 1.4

Wikimedia Taiwan shall reside in the same region as the location of the governing authorities of the Republic of China and shall set up branches after been approved by the authorities concerned. The organization of the above-mentioned branches shall be enacted by the Board of Directors and shall take effect after been approved by the governing authorities.

The setting up or change of address of Wikimedia Taiwan and its branches shall be reported to and approved by the governing authorities.

Article 1.5

The missions of Wikimedia Taiwan are：

To popularize Wikimedia projects and relevant business.
To popularize the ideas of Wikimedia projects such as knowledge sharing, free content, collaboration, and etc.
To cooperate with relevant organizations and projects which support the objectives of Wikimedia Foundation.
To safeguard the lawful right of members.

Article 1.6

In accordance with the relevant laws and regulations of the Republic of China, the governing authority for Wikimedia Taiwan's organizational affairs shall be the Ministry of the Interior.

Wikimedia Taiwan shall carry out its missions and objectives in compliance with the instruction and supervision of the governing authorities.

Article 1.7

Wikimedia Taiwan shall sign the chapter agreement with Wikimedia Foundation Inc. (USA) after the re-election of the Board of Directors. If the chapter agreement is not signed in six months after the re-election, Wikimedia Taiwan should be dissolved immediately. (For the term of Directors, please see Article 3.7)

Chapter 2 - Membership

Article 2.1

The membership of Wikimedia Taiwan is categorized as follows:

Individual member: Any individual above the age of twenty who supports the objectives and the causes of Wikimedia Taiwan, has at least one user account on any Wikimedia projects, has applied membership with the form and the annual fee, and after being approved by the Board of Directors, is qualified to become a individual member of Wikimedia Taiwan.
Organization members: Any organization which supports the objectives and the causes of Wikimedia Taiwan, has applied membership with the form and the annual fee, and after being approved by the Board of Directors, is qualified to become a organization member of Wikimedia Taiwan. Organization member shall appoint a member representative to exercise the right.
Honorary member: Any individual or organization which support the objectives and the causes of Wikimedia Taiwan, and after being approved by the Board of Directors, is qualified to become a honorary member.
Lifetime member: Any individual above the age of twenty who supports the objectives and the causes of Wikimedia Taiwan, has at least one account on any Wikimedia projects, has applied membership with the form and the lifetime fee, and after being approved by the Board of Directors, is qualified to become a lifetime member of Wikimedia Taiwan.

All applications shall be submitted with a completed application form and membership dues paid in full for review by the Board of Directors.

Article 2.2

A member (or the member representative) has the right to vote, elect, be elected and be recalled. Each member (or their representative) carries one vote.

An Honorary member does not have this right.

Article 2.3

Each member has a duty to abide by this bylaws and resolutions enacted by the General Membership Meeting, and to pay membership dues.

Article 2.4

In the event a member (or their representative) violates the law, this bylaws, or the resolutions enacted by the General Membership Meeting, the Board of Directors may issue a warning or suspend that member's membership. In the event of a gross violation, the General Membership Meeting may vote to expel that member.

Article 2.5

A member being expelled by the General Membership Meeting or losing membership shall no longer enjoy any rights of Wikimedia Taiwan.

Article 2.6

A member may, on filing a written explaination, withdraw from Wikimedia Taiwan.

Chapter 3 - Organization, Function and Authority

Article 3.1

Wikimedia Taiwan regards the General Membership Meeting as the highest authority.

When the number of members exceeds three hundred, the General Membership Meeting shall proportionally allocate the number of representatives from the different regions before conducting the meeting and exercising its functions and authority.

Each member representative shall serve a term of two years. The number of representatives and the conditions of their election shall be stipulated by the Board of Directors and shall take effect before being recorded by the governing authorities.

Article 3.2

The functions and authority of the General Membership Meeting are as follows:　　　　　

To make and amend the Articles herein.
To elect and recall the directors and the supervisors.
To decide on the amount and the method of the registration fee, the annual fee, operation costs, and the member's donation.
To decide the discharge of a member (or a member representative).
To decide the dissolution of property.
To decide the dissolution of Wikimedia Taiwan.
To deal with and decide on such other matters as deemed important in relation to the rights and duties of the members.

The scope of the matters mentioned shall be stipulated by the Board of Directors.

Article 3.3

Wikimedia Taiwan shall elect nine Directors and three Supervisor from the members among themselves and shall respectively establish the Board of Directors and the Board of Supervisors.

While electing the above-mentioned directors and supervisors, the General Membership Meeting shall appoint two more directors and one more supervisor to wait to fill the vacancy according to the result of the vote. They shall fill the vacancy in case the seat of any director or supervisor becomes vacant during his/her term of office. The current Board of Directors shall nominate candidates for the election of subsequent directors and supervisors.

The method of communication voting is applicable for the election of the directors and the supervisors, but is not allowed to re-elect in the same manner. The conditions of the communication vote are to be stipulated by the Board of the Directors and take effect after recorded by the governing authorities.

Article 3.4

The functions and the authority of the Board of Directors are as follows:

To decide the required qualifications of members (or member representatives).
To elect and recall managing directors and standing supervisors.
To decide the resignation of the managing directors and the Chairman of the Board of Directors.
To appoint and discharge employees.
To decide the annual project plan, report, budget, and final audit.
To decide other necessarily executive matters.

Article 3.5

The Board of Directors shall elect a chairman from among the directors.

The Chairman of the Board of Directors internally instructs general administrators of Wikimedia Taiwan and externally represents Wikimedia Taiwan. He/she shall be the Chairman of the General Membership Meeting and the Chairman of the Board of Directors.

In case the Chairman of the Board of Directors cannot exercise his/her powers and duties for any reason, he/she shall select one director to fill the vacancy. If the Chairman does not or cannot appoint his/her deputy, the other Directors shall elect one from themselves to act on behalf of the Chairman of the Board of Directors.

Any vacancy of the seat of the Chairman of the Board of Directors or that director shall be filled within one month.

Article 3.6

The functions and authority of the supervisors are as follows:

To operate the missions of the Board of Supervisors.
To decide the annual budget.
To elect and recall the standing supervisor.
To decide the resignation of supervisors and the standing supervisor.
To supervise such other matters as deemed relevant.

Article 3.7

The Board of Supervisors shall elect a chairman from among the supervisors.

In case the Chairman of the Board of Supervisors cannot exercise his/her powers and duties for any reason, he/she shall select one supervisor to fill the vacancy. If the Chairman does not or cannot appoint his/her deputy, the other Supervisors shall elect one from themselves to act on behalf of the Chairman of the Board of Supervisors.

Any vacancy of the seat of the Chairman of the Board of Supervisors or that supervisor shall be filled within one month.

Article 3.8

Directors and supervisors shall serve without monetary compensation. Each of the Directors and Supervisors shall serve a term of two years and shall be eligible for re-election and re-appointment. The Chairman of Directors and the Chairman of the Supervisors shall not be re-appointed more than once.

Article 3.9

A director or supervisor shall be discharged from his/her position in the event of one of the following:

Losing the qualifications required for membership of Wikimedia Taiwan.
Resigning from the position and being adopted by the Board of Directors or the Board of Supervisors.
Being recalled or discharged.
Being suspended for longer than half of his/her term of office.

Article 3.10

Wikimedia Taiwan shall have an Executive Director. Under the instructions of the Chairman of the Board of Directors, the Executive Director shall be charged with the general administration of Wikimedia Taiwan.

Other employees shall be appointed and discharged by the Board of Directors upon nomination by the Chairman of the Board of Directors before being recorded by the governing authorities. The governing authorities shall first record the discharge of the general Executive Director.

No elected officers may serve as paid employees of Wikimedia Taiwan.

The Board of Directors shall stipulate the functions and hierarchy of employees.

Article 3.11

Wikimedia Taiwan shall set up different committees, groups, or other internal operative organizations. The articles shall take effect after being adopted by the Board of Directors. Subsequent amendment of these articles shall be effected in the same manner.

Article 3.12

Wikimedia Taiwan may appoint one Honorary Chairman of the Board and several other honorary directors for its Board of Directors. The term of honorary directors is the same as that of directors and supervisors.

Chapter 4 - Meetings

Article 4.1

The General Membership Meeting are divided into regular meetings and special meetings and shall be called by the Chairman of the Board of Directors. Except for special meetings called for emergency matters, notice shall be served to the Directors fifteen days prior to the meeting.

The regular meeting shall be convened once a year. Special meetings shall be promptly called and convened if and when considered necessary by the Board of Directors, or upon request by more than one-fifth of the total number of members, or upon request by the Board of Supervisors.

Having duly registered as a legal entity, a special meeting shall be promptly called and convened upon request by more than one-tenth of the total number of member representatives.

Article 4.2

A written proxy may be used in the event a member (or member representative) cannot attend a meeting. Each member (or member representative) may carry no more than one proxy in casting a vote.

Article 4.3

Resolutions of the General Membership Meeting shall require the presence of no less than half the members (or member representatives) and shall be adopted upon approval by the majority of the members present. However, decisions and amendments of the Articles herein, discharge of a member (or a member representative), director or supervisor, the disposition of property, the dissolution of Wikimedia Taiwan, and other such as matters as deemed important concerning the members' duties and rights shall be adopted with the approval of at least two-thirds of the total number of members present.

Having duly registered as a legal entity, any amendment of the Articles of this bylaws shall be adopted with the approval of at least three-fourths of the total number of members present or by approval in written form of at least two-thirds of all the members. A resolution to dissolve Wikimedia Taiwan shall be adopted and implemented upon the approval of at least two-thirds of all the members at any time.

Article 4.4

The meeting of the Board of Directors and the Board of Supervisors shall be convened at least every six months. A special meeting or a joint meeting may be called and convened when necessary.

Except for the special meeting, notice for the above-mentioned meeting shall be served to directors and supervisors at least seven days prior to the meeting. Meetings shall require the presence of no less than half of the number of the Board of Directors and Supervisors and resolutions shall be adopted upon approval by the majority of the members present.

Article 4.5

Directors shall attend the directors' meeting and Supervisors shall attend the supervisors' meeting and shall not have his/her deputy attend the meeting. In cases where a director or supervisor is absent twice for a meeting, he/she will be regarded as having resigned from the position.

Chapter 5 - Funds and Financing

Article 5.1

The following constitute the funding sources of Wikimedia Taiwan:

Registration Fee: not required for all memberships;
Annual Fee: NTD $1,000 for individual member, NTD $5,000 for organization member, and NTD $20,000 for lifetime member;
Operation budget;
Donations from members.
Income from trusts;
Funds and its interest;
Other incomes.

Article 5.2

The fiscal year of Wikimedia Taiwan is set according to the calenday year, from January 1 to December 31.

Article 5.3

Wikimedia Taiwan shall decide the annual project plan, the annual budget of income and expenditure, and its employees' salary two months prior to the beginning of each fiscal year and these matters shall be recorded by the governing authorities before the beginning of the fiscal year. (If the General Membership Meeting is not convened for certain reasons as scheduled, the directors' joint meeting shall decide the above-mentioned matters). Within two months after the end of the fiscal year, Wikimedia Taiwan shall have the annual project report, the year-end conclusion of fiscal receipt and expenditure, balance sheet, asset catelog, and cast flow chart examined by the Board of Supervisors. The Board of Supervisors shall provide opinions before the Board of Directors adopts and the General Membership Meeting approves the reports. The resolution shall be recorded by the governing authorities before March. (If the General Membership Meeting is not convened as scheduled, the governing authorities shall record the reports first).

Article 5.4

If Wikimedia Taiwan should be dissolved for any reason, the residual assets shall belong to the governing authority in its locale or its designated entity.

Chapter 6 - Appendix

Article 6.1

All matters not provided for in these Articles of endowment shall be governed by the relevant laws and regulations.

Article 6.2

The Articles herein shall take effect after being adopted by the Board of Directors and approved for recording by the governing authorities. Subsequent amendment to these Articles shall be effected in the same manner.

Article 6.3

The Articles herein will need to be approved by the Wikimedia Taiwan First General Membership Meeting and submit for review at the Ministry of the Interior.