Wikimedia User Group China/Constitution/English Version

Constitution of Wikimedia User Group China (Note: If there are any conflicts between different languages, you should follow the Chinese version)

Chapter 1 - General Provisions

Article 1. Wikimedia User Group China is created by users of Wikimedia projects in mainland China, the official English name of the association is Wikimedia User Group China, and the official Chinese name is 中华人民共和国维基媒体用户组 (literally means "Wikimedia User Group of the People's Republic of China" and hereinafter as "The User Group").

Article 2. The User Group shall be a non-profit, operated under the relevant laws and regulations of the People's Republic of China, for promoting the Wikimedia projects maintained by Wikimedia Foundation Inc.(USA).

Article 3. The User Group shall be organized within the territory of the People's Republic of China (not include Hong Kong, Macau and Taiwan).

Article 4.（For requirements of WMF if needed）

Article 5. The missions of the The User Group are:

1. Popularizing Wikimedia projects and helping the communities.
2. Popularizing the ideas of Wikimedia projects such as knowledge sharing, free content, collaboration, and etc.
3. Cooperating with relevant organizations and projects which support the objectives of Wikimedia Foundation.
4. Holding various kinds of meeting, outreach, education and any other activities related with Wikimedia projects

Chapter 2 - Membership

Article 6. The membership of The User Group is categorized as three kinds: Associate Members, Regular Members, and Honorary Members.

Article 7. The member of the The User Group shall be the citizen of the People's Republic of China (exclude the citizen of Hong Kong and Macao), or foreign citizen who legally residing in the People's Republic of China (exclude those legally residing in Hong Kong and Macao).

Article 8. Membership is not necessary for participation in public activities or special events of The User Group.

Article 9. All Persons which support the purpose of The User Group 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 Chair of the Board of Directors.

1. Minimum age of applying associate membership is 16 years old, and an account of any Wikimedia projects is required. Any person fit the requirements, after filling the application, approved by any two regular members and notifying the Board of Directors, can be recognized as a regular member of The User Group.
2. Minimum age of applying regular membership is 18 years old, an account has at least 1000 edits and one-year activeness of any Wikimedia projects is required. The person shall be the associate member of the User Group in more than 6 months, and willing to contributing time voluntarily on working and organizing of The User Group. Any person fit the requirements, after filling the application, recommenced by any regular member, and approved by the Board of Directors, can be recognized as an regular member of The User Group.
   • An regular member is required to attend any activities of The User Group at least once in every 12 month.
   • An regular member is required to attend any meeting of associate members of The User Group at least once in every 12 month, and required to attend discussion and approving of the annual project plan, report, budget, and final audit.
   • Member who fail to fit the two requirements above will loss the regular membership and become a associate member automatically.
3. Any person who contributing a lot to Wikimedia movement, or The User Group(donation for example) can become a honor member of The User Group approved by the Board of Directors. The rights of honor member is same as regular member. The membership annual fee is not required for honor member.

Article 10. The status of the membership of The User Group is depended on the payment of the annual fee.

Article 11. All members has obligation to observe the bylaw and decisions of The User Group.

Article 12. The membership annual fee is RMB 1 Yuan, it shall be payed during 1 Aug. of previous year to 1 Feb. of the year.

Article 13. All members can quit the The User Group by providing the announcement or not paying the annual fee.

Chapter 3 - Financing

Article 14. The fiscal year of The User Group is set according to the calendar year, from January 1 to December 31.

Article 15. The following constitute the funding sources the The User Group should only has:

1. Membership Annual Fee
2. Donation from persons, enterprises and non-government organizations.
3. Interest of the bank account.

Article 16. The User Group is not allow to have any debt, to lend the fund, or to invest.

Article 17. The Board of Directors shall decide the annual project plan, the annual budget of income and expenditure two months prior(1 Nov.) to the beginning of each fiscal year. Within two months after the end of the fiscal year, The User Group shall have the annual project report, the year-end conclusion of fiscal receipt and expenditure, balance sheet and asset catalog examined by the Board of Supervisors. The Board of Supervisors shall provide opinions to those plans and reports before the Board of Directors submit and the General Meeting of Regular Members approves them.

Article 18. If The User Group should be dissolved for any reason, the residual assets shall donate to non-government and no-profit entity designated by the decision of the Board of Directors if their is no previous agreement.

Chapter 4 - Organization

Article 19. The User Group has the General Meeting of Associate Members, the Board of Directors and the Board of Supervisors.

Article 20. The User Group shall elect five directors by the General Meeting of Associate Members, to consist the Board of Directors. Each director shall serve a term of two years and shall be eligible for re-election and re-appointment. The Chair of Directors shall not be re-appointed more than once.

1. The Board of Directors shall elect a chair, who be responsible for communication with Wikimedia Foundation, and represent The User Group outside the user group.
2. 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.
3. The functions and the authority of the Board of Directors (other than any listed on the bylaw already) are as follows:
   • To convoke the General Meeting of Regular Members
   • To convoke the Temporary General Meeting of Regular Members
   • To decide the report, budget, and final audit of each project.
   • To nominate the manager of the project
   • To keep the communication with Wikimedia Foundation
   • To safeguard the reputation and the lawful right of The User Group

Article 21. The User Group shall elect three supervisors by the General Meeting of Associate Members, to consist the Board of Supervisors. Each supervisors shall serve a term of two years and shall be eligible for re-election and re-appointment. The Chair of Supervisors shall not be re-appointed more than once. Other than the functions and authority listed on bylaw, the Board of Supervisors has the right to check the work of the Board of Directors.

Article 22. The Board of Directors may appoint a secretary, who shall be an regular member, for assisting daily work. The term of secretary is one year, but no limit on terms.

Article 23. A director or supervisor shall be discharged from his/her position in the event of one of the following:

1. Losing the membership of The User Group.
2. Resigning from the position and being adopted by the Board of Directors or the Board of Supervisors.
3. Being recalled or discharged.
4. Being suspended for longer than 6 months.

Article 24. General Meeting of Regular Members

• The General Meeting of Regular Members shall be held in following situation.

• Convoked by the chair of the Board of Directors
• Asked by minority of regular members(20%)
• If the Board of Directors fail to response the ask of convoking General Meeting by the Board of Supervisors in one week, the board of supervisors can convoke the General Meeting

• The chair of the Board of Directors shall be the chair of the General Meeting of Regular Members, unless following situation happened:

• If he chair fail or reject to attend the General Meeting, the Board of Directors shall nominate a temporary chair.
• If all the member of the Board of Directors fail or reject to attend the General Meeting, the Board of Supervisors shall nominate a temporary chair from the Board of Supervisors.

• The General Meeting of Regular Members will be invalid if:

• All members of the Board of Directors and the Board of Supervisors fail or reject to attend the meeting.
• More than 50% of regular members fail or reject to attend the meeting (exclude those who announce the their abstention before the meeting.)

Article 25. All positions and members work voluntarily for The User Group. The User Group will not pay any member.

Chapter 5 - Appendix

Article 26. Any change or amendment to this bylaw require absolute majority（2/3）of the General Meeting of Associate Members, and approved by the Board of Directors with simple majority（1/2）.

Article 27. All matters not provided for in these Articles of endowment shall be governed by the relevant laws and regulations.

Article 28. All matters that regulated in this bylaw about the meeting and voting, shall follow the Rules of Order of Wikimedia China.

Article 28. The bylaw is passed by the General Meeting of Regular Members on xxxx.xx.xx.