Chapters Council/Draft charter
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The Wikimedia Chapters, having recognised the need for a vehicle for collaboration and mutual support, have decided to form the Wikimedia Chapters Council to:
- determine consensus positions on common chapter interests and represent them in relations with the Foundation, the project communities, and interested external parties
- set standards of accountability for the member chapters and review adherence to them
- facilitate the exchange of experiences, ideas, and useful institutional knowledge between chapters
- assist and support member chapters in their organizational development.
- the Council
- the Wikimedia Chapters Council
- Wikimedia Chapter, officially recognized by the Wikimedia Foundation
- the WMF
- the Wikimedia Foundation Inc.
- Ordinary Resolution
- a resolution of the Assembly that requires a simple majority to pass
- Special Resolution
- a resolution of the Assembly that requires a two-thirds majority to pass
1. Constitution and Membership
- The Council is a legally incorporated body, registered in [Switzerland].
- The Council is governed by this Charter, which may be amended by a Special Resolution.
- The Council has members, which are Chapters.
- All Chapters are entitled to become members.
- If a member Chapter acts in a way that is not compatible with the values and purpose of the Wikimedia Movement, it may be expelled and its membership terminated permanently or for a fixed term, by a Special Resolution of the Assembly.
- An expelled Chapter may be readmitted to the Council either on the expiration of the term of its expulsion or by Ordinary Resolution.
- The primary decision making body of the Council is the Assembly.
- The Assembly consists of one Representative and one Deputy Representative from each member Chapter.
- Representatives and Deputy Representatives will be appointed by their Chapter, by whatever means the Chapter may decide, for a term of [one year starting from each 1 January/two years with half being appointed each 1 January].
- [Representatives and their deputies may not occupy any staff or board position within a Chapter or the WMF].
- Representatives are volunteers and receive no monetary compensation for their time.
- Representatives may have their reasonable and actual expenses paid by the Council, following whatever process the Assembly may decide from time to time.
- All Representatives have an equal vote. A Deputy Representative may only vote in the absence of their Representative.
- All Representatives and Deputy Representatives have the right to address the Assembly.
- [A (Deputy) Representative may serve a maximum of two consecutive terms.]
- If a (Deputy) Representative resigns, their Chapter may appoint a replacement for the remainder of the term. [The replacement may not be the previous (Deputy) Representative if they have already served two consecutive terms. Serving as a replacement [does/does not] constitute a term for the purposes of Clause 4.2.]
- The Assembly may, by Ordinary Resolution, censure a Representative or Deputy Representative. This is a warning to the (Deputy) Representative that their conduct is considered unacceptable.
- In the event of grave misconduct by a (Deputy) Representative, the Assembly may remove then from their position by Special Resolution. Their Chapter may appoint a replacement.
- Assembly meetings are quorate provided one half of Chapters have a Representative or their Deputy physically or virtually in attendance..
- Use of videoconferencing technology is encouraged, representatives and deputies do not need to be physically present if they can attend electronically.
3. Business of the Assembly
- The Assembly will conduct its business in public wherever possible.
- The Business of the Assembly will be governed by the Standing Orders, which will be adopted and may be amended by Ordinary Resolution.
- The Council's activities will be funded by membership dues paid by each member Chapter. These dues need not be the same for all Chapters.
- The Council's Budget, which shall include details of planned expenditure and the membership dues determined necessary to fund that expenditure, shall be determined on an annual basis by Ordinary Resolution.
- There shall be a Secretariat, which shall support the Council in its decision making and the implementation of those decisions.
- The Secretariat will be headed by a Secretary-General, who shall be appointed by Ordinary Resolution.
- The salary of the Secretary-General shall be determined on an annual basis by Ordinary Resolution.
- Decisions regarding other staff shall be made either by Ordinary Resolution or be delegated to the Secretary-General.
- The Assembly may delegate any of its powers that do not require a Special Resolution to a committee of Representatives and Deputy Representatives.
- The Terms of Reference for such a committee, which shall include details of what powers have been delegated, membership and voting rights, shall be adopted by Ordinary Resolution.
- The members of a committee will be determined by Ordinary Resolution.
- Any decision of the committee may be overruled by Ordinary Resolution, unless it has already been implemented and cannot reasonably be reversed.