Chapter 1: On the Name, Residence and Social Purpose of the Association
Nature and Social Purpose
- Article 1: Wikimedia Colombia, for short WMCO, hereinafter the Association, is constituted as a private non-profit, limited liability company, formed by natural or legal persons as members; with variable and unlimited social heritage, which is governed by these statutes and by the legal provisions of law governing the activities of non-profit entities, for propender training, education, promotion, sponsorship and dissemination of free knowledge and related topics.
- Paragraph: To fulfill its object and purpose, the Association may acquire and dispose all kinds of goods, within the legal and statutory limitations; and possess them; exploit and lease; encumber and limit, etc., as well as invest their assets and income in shares, securities, papers of public or private credit, etc., with the sole purpose of increasing their income, all of which, not capitalized, they will be invested in educational, social and cultural aims the Association pursued. The Association also may open bank accounts and negotiate credit instruments.
- Article 2: The Association is incorporated under the right to free association provided in Article 38 of the Constitution of 1991, Decree 427 of 1996, the provisions of Act 1819 of 2016, Article 633 of the Colombian Civil Code which defines the nature of legal person and especially Decree 2150 of 1995, which regulates matters related to the process of incorporation and obtaining the legal person status.
Residence and territorial scope
- Article 3: The Association shall primarily address the City of Santiago de Cali, Department of Valle del Cauca in the Republic of Colombia and its scope of operations include the entire territory of the Republic of Colombia and communities settled and recognized Colombian institutions in the Exterior. It may also have branches in other cities nationwide.
- Article 4: The Association will last one hundred thirty (130) years. It may be dissolved or liquidated taking into account the provisions of this statute and the provisions of the legislation.
- Article 5: The social purpose of the Association is promote the dissemination and development of initiatives to support the use and distribution of free knowledge in Colombia, such as those operated by the Wikimedia Foundation, Inc.
According to the corporate purpose, the Association has the following objectives:
- Promote among the Colombian population the use of initiatives and projects that in one way or another allow free use and distribution of knowledge, both for consultation and for publishing content.
- Promote the development of projects of dissemination of free knowledge, with a special emphasis on proposals for Colombians and those developed in native languages of the country.
- Raise economic resources through legal means available, including the sale of products and services and receiving donations.
- Classify and summarize the legislation on copyright and copyright content in Colombia, particularly as regards the definition of content or free knowledge. It also includes any international legislation that may, in one way or another, affect the development of projects of dissemination of free knowledge.
- Propend the use and appropriation of free knowledge in educational or sociocultural areas through technological or traditional initiatives.
Chapter 2: On the members
- Article 6: They are partners or members of the Association the natural persons who have signed the foundation act as founding members. Are equally members of the Association also natural or legal persons who have subsequently been admitted in accordance with these statutes and with the law.
- Article 7: There are two (2) types of active membership in the Association:
- Ordinary members are those who pay the regular fee, equivalent to one day of Minimum Legal Wage (MLW) of the year in which payment is made. The regular fee is annual and can be paid by one or more years. The ordinary member has all the rights of this Association, such as but not limited to: receive informative publications and organs of the Association, elect and to be elected to leadership positions, and use other services and benefits established by the Association. They have right to speak and vote in the Assembly. The ordinary member has as obligations share the objectives of the Association, pay annual fees, abide by and comply with the agreements validly adopted by the Board of Trustees.
- Extraordinary members are those who by their desire to support the Association either, but not limited to, economic or practical contributions to fulfill the corporate purpose or in relation to this, pay a smaller or greater quantity than the ordinary fee. This fee is set by the Board or the Assembly. They have the same rights and obligations as ordinary members.
- Paragraph 1: The member shall entitled only one (1) vote at meetings of the Assembly. The member may be represented by legal attorney given by written document, stating the name and identification of the attorney and date for the meeting for which it is conferred. No participant of the Assembly may have more than one (1) attorney document, therefore no one can cast more than two (2) votes, including his vote as member if it were.
- Paragraph 2: In the case of legal persons, may be elected to the governing bodies of the Association the legal representative, duly accredited by the competent authority. It will also be the once duly accredited legal representative, who represent the legal person as a member.
- Paragraph 3: Likewise, the member shall attend the Assembly calls or other control or direction meetings which they have right to through technological mediums that enable an adequate non presential participation of the member. The media chosen must be reliable beyond reasonable doubt and allow full participation at full time of the partner and the other participants. To do this the Assembly or the competent authority, decide first item on the agenda whether to accept the member participation through technological media used and whether it meets the minimum conditions to allow the development of the Assembly or call normally.
- Article 8: Honorary members are those who, for outstanding work for the purpose of this Association obtain such distinction by decision of the Assembly. They have all the rights of the ordinary members except to elect and be elected. They have the same duties and obligations of ordinary members except the payment of fees.
Admission of members
- Article 9: To become member, the applicant must meet the following requirements:
- Be willing to work actively and voluntarily to comply the social purpose and objectives of the Association. In addition, be willing to comply the regulations of the Association, including the payment of fees that may correspond to him.
- Submit an application for membership in written document to the Board of the Association pledging to fulfill the social purpose and objectives of the Association. The application may be submitted by physical or electronic media through the communication channels of the Association by signed document.
The Board will consider and resolve the request at its next meeting.
- Paragraph 1: All founding members will be accepted as ordinary members from on the constitution of the Association.
- Paragraph 2: With the limitations established by Law 181 of 1995, the Association Wikimedia Colombia, may admit as members, public entities legally authorized for this purpose and for the purpose of fostering and promoting referred by Articles 52 and 71 in the Political Constitution of Colombia.
- Paragraph 3: The members get such quality from the time when admission is formalized by resolution.
Admission of honorary members
- Article 10: The Assembly of the Association may grant to any natural or legal person, either an ordinary member, extraordinary member or a person who does not belong to the Association the distinction of honorary member.
- Article 11: A member may at any time request the suspension of their obligations and rights as an active member. The Board has a maximum term of two regular meetings to respond to this request granting positive administrative silence.
- Article 12: Likewise an ordinary or extraordinary member may be declared inactive by the Board or the Assembly of the Association if he fails meet its obligations according to the Bylaws, the Board or the Assembly of the Association. Such obligations include, for example, performing tasks assigned by the Board or the Assembly which have been accepted, and the payment of annual fees.
- Article 13: An inactive member may apply for reinstatement as an active member, pledging to meet its obligations at any time. The Board decide at most at its next regular meeting the reply to this request, granting positive administrative silence. If the member has been declared inactive for breach of his obligations, he must be brought to peace and safety before he can be considered an active partner.
Exclusion of a member
- Article 14: When a member commits a serious fault in the light of these Bylaws or the Law, may be excluded as member, and completely suspended indefinitely its obligations and rights as member.
- Article 15: The exclusion is the responsibility of the Board, which will meet in extraordinary way to make this decision. The excluded person may appeal the decision and present rebuttals at the next regular meeting of the Board and if not taken care of it may appeal to the Assembly of the Association.
- Article 16: After their exclusion, the excluded person may not present itself more as member of the Association, unless the Board provides otherwise.
Chapter 3: On the Governing Bodies
- Article 17: The Governing Bodies of the Association Wikimedia Colombia are:
- The Supreme Body, through the Assembly.
- The Governing Body, through the Board of Trustees.
3.1: On the Assembly
The Assembly of the Association
- Article 18: The Assembly of members is the supreme and sovereign body of the Association. They can meet in ordinary or extraordinary sessions. The Assembly is the meeting of the active members, meeting in order to make decisions about the Association. The Assembly of the Association legally constituted is the highest governing body of the Association.
- Article 19: The Assembly is legally constituted when gather half plus one of the active members of the Association.
- Article 20: The Assembly will meet in ordinary session once a year and in extraordinary session when required by law, required by the Board, the President or requested by more than one third (1/3) of the active members of the Association.
- Article 21: The ordinary meetings of the Assembly shall be convened by the Chair with a minimum of fifteen (15) calendar days. In the session will notice at least the statement of accounts and management of the Board on it. Any subject will be included to be treated when at least ten (10) members request together that to the Board with at least three (3) weeks in advance.
- Article 22: The Assembly may meet in extraordinary session and not have minimum notice for announcement.
- Paragraph: The Chairman and the Board are obliged to give to the Assembly, detailed report of the events that prompted the call.
- Article 23: If at the time set in the convening of the Assembly the number of members provided in Article 19 is not present, a two hour postponement will be ordered. If after the postponement, the quorum is not achieved, the Assembly will be summoned for a new meeting to be made no earlier than ten (10) days nor later than thirty (30), counted from the date set for the first meeting. Be given this circumstance, the Assembly will decide validly with any plural number of active members who attend this call.
- Article 24: Of all their meetings and resolutions of the Assembly, may be a written report to be filed with the appropriate authority, which must be signed by the Chair and the Secretary to be appointed for this purpose.
- Article 25: Decisions of the Assembly are binding for all partners, even for absentees and dissidents and must be accepted by the Board and the whole Association.
- Article 26: Decisions of the Assembly will be approved when have the favorable vote of more than half of the active members present. One vote for each partner will be considered.
- Paragraph: Some decisions require the vote in favor of a greater number of members to be approved. In such cases, it must be clearly established, either in the Statutes or regulations of the Association, the number of votes required.
- Article 27: The duties of the Assembly:
- Review and approve reports and project activities of the Board and balances and annual budget.
- Elect members of the Board.
- Establish new Committees, Working Groups or alike, as well as the objectives and powers of such.
- Impeach, where applicable, any member of the Board. The dismissal requires support of 75% of the Assembly.
- Approve, if applicable, the value of the remuneration of Board members.
- Approve and modify internal regulations of the Association.
- Dissolve the Association. For this will be required the approval of 95% of the Assembly.
- Amend the bylaws. These changes must be approved by the 75% of Assembly.
- Consider any question defined in the internal regulations of the Association.
- Any other functions specified in these Statutes.
3.2 On the Board of Trustees
- Article 28: The Board of Trustees is the body that manages the mandates of the Assembly and coordinates and directs the activities of the Association. It consists of a Chair, a Vice-Chair, Treasurer and Secretary. They must be active members of the Association.
- Article 29: The decisions that correspond take to the Board shall have the deliberation and participation in consensus or vote of all Board members.
- Article 30: The Board of Trustees has the following responsibilities:
- Develop the activities, plans and programs of the Association.
- Prepare draft amendments to the Statutes.
- Elaborate the budget of income and expenses and submit it to the Assembly for consideration.
- Other powers found in these Statutes.
- Any other task proper to the purpose of the Association that is not the exclusive competence of the Assembly.
- Manage the assets of the Association.
- Paragraph: In addition to the above, each Board member shall:
- Seek or accept the collaboration of other members for the development of corresponding functions, coordinating and supervising the work of these members.
- Submit to the Board of Trustees and the Assembly of the Association a report of activities and balances when they so request.
- Paragraph: In addition to the above, each Board member shall:
Election of the Board
- Article 31: The Board members shall be elected at Ordinary Assembly, through regular elections. To do this, applications must be submitted in open list with one candidate for each of the charges, with a minimum of fifteen (15) calendar days in advance to the meeting of the Assembly.
- Paragraph: If no nominations are submitted to the above features, a new vote will be cited in a period not exceeding two (2) calendar months and not less than fifteen (15) days. To apply, the command of the existing Board of Trustees will be extended during this period.
- Article 32: The Board members last two (2) years in office and may be reelected in new ordinary elections up to three (3) consecutive periods additional to the original one.
- Article 33: Exercise of Board member does not necessarily constitute employment in the Association and likewise, those who compose, should not necessarily receive compensation unless the Assembly so decides.
Resignations and firings
- Article 34: Members of the Board may quit their charges. They can also be removed from it by the Assembly. In such cases, the Assembly appoint a replacement as soon as possible.
- Paragraph: The charges of substitutes expire on the date of the next regular election.
Regular meetings of the Board
- Article 35: The Board hold a regular meeting at least once every quarter. At each ordinary session shall be created and act.
- Article 36: Are normal business of the regular meetings:
- The revision of balance, financial statements and budget execution of expired periods.
- The study of applications for new members or status change of them.
- Adjust the implementation of the budget.
- Paragraph: The Board shall have a permanent dialogue through physical and electronic media. All decisions made during the course of these dialogues and corresponded to the matters discussed at a regular meeting may be collected by way of Act and underwritten as such by the Chair and the Secretary, without need of a physical meeting.
Extraordinary meetings of the Board
- Article 37: The Board may meet at any time to discuss a matter that requires special attention.
- Article 38: The Chair has the following powers:
- Summon and preside meetings of the Board and the Assemblies of the Association.
- Monitor the activities of the Association and ensure that they are developed in accordance with the provisions of the meetings, legal rules and statutes.
- Subscribe in conjunction with the Secretary documents and minutes of the governing bodies.
- Legally represent the Association.
- Other powers that are granted by the Assembly.
- With the consent of the Board of Directors, to establish agents that judicially and extrajudicially represent the Association.
- Create the charges that are indispensable for the functioning of the Association.
- Celebrate necessary acts and contracts.
- Paragraph: The Chair may request the Assembly to delegate its task of legally representing the Association on another person. Such delegation shall be agreed and approved by the Assembly.
- Article 39: The duties of the Vice-President are:
- Perform the duties of the President or Treasurer if any of these can not carry them out for fair cause, for their temporary or permanent absences. In absence of the Vice-Chair, the Chair may delegate his duties on a temporary and timely basis to a member of his choice.
- Others that are granted by the Assembly.
- Article 40: The duties of the Secretary:
- Prepare the minutes of the Board meetings and meetings of the Association, and sign them in company of the Chair.
- Elaborate the correspondence of the Association.
- Keep documents of the Association and organize its file.
- Issue certifications with reference to the books and documents of the Association.
- Subscribe records and contracts in company of the Chair.
- Guard the seal of the Association.
- Others that are granted by the Assembly.
- Article 41: The duties of the Treasurer:
- Keeping the accounts of the Association.
- Open and manage the bank accounts of the Association.
- Manage ledgers and checkbooks bills of the Association.
- Submit to the competent bodies the financial statements that legally correspond.
- Collect and respond personally for the funds of the Association.
- Extend receipts.
- Make payments of the Association, with permission of the Chair.
- Others that are granted by the Assembly.
Chapter 4: On Economic Regime
- Article 42: The assets of the Association consist of the contributions of the members, the income obtained by the activities carried out, the donations that may be received in accordance with the law, for any appreciable value that may be ceded by their Associates or third parties, for all that it acquires in the development of its social purpose and any other resource lawfully obtainable. The assets obtained by converting or investing the existing assets will also be part of the assets.
Initial capital and social fiscal year
- Article 43: The initial capital of the Association is zero (0) Colombian pesos.
- Article 44: There will be only one regular membership fee. This fee will be equal to one day of the Minimum Legal Wage (MLW), of the current year and will be modified exclusively under the approval of Assembly with votes in favor of 70% of the total of the members.
- Article 45: In the event of payment of future ordinary fees in advance, the value thereof shall be equal to one day of the MLW of the current year and no upward or downward adjustments shall be made for changes in the MLW occurring after the date of the payment in advance. Up to three (3) ordinary fees can be paid in advance.
- Article 46: The Board or the Assembly may determine the value of the quota allocated to extraordinary members. This may be greater or fewer than the equivalent of one day MLW. The value of the fee will be studied individually for each member requesting the extraordinary quality. The value will be expressed in Colombian pesos (COP) and percentage of MLW. The Board of Trustees or the Assembly will determine the time period for which such fee is valid to consider the member as active, and it can be indeterminate. They can be paid in advance up to three (3) of these fees, or corresponding as the maximum period for which such fee is applicable, if the Board or the Assembly determined a shorter period.
- Article 47: The social fiscal year will be annual, coinciding with the calendar year and closing on December 31 of each year.
Chapter 5: Final Provisions
- Article 48: In cases of a tie at the time of a decision in Assembly, the vote of the Chair shall be of quality.
- Article 49: All internal notifications of the Association, including calls to meetings, formulation of questions and delegations of votes for the Assemblies, may be made by any medium technically available at any time: paper mail, email, telephone, or other equivalents, always guaranteeing the identity of the notifier.
- Article 50: In case of dissolution and liquidation of the Association, the Assembly will determine the fate of the remaining assets of the Association after payment of debts. It will be preferred that this heritage be destined for an association of a scientific, educational or humanitarian nature.
Chapter 6: Transitional Provisions
- Article 51: The first fiscal year shall end on 31 December of the year in which the Association is registered.
- Article 52: The Provisional Board of Trustees designated in the Constitutive Act shall have all the powers granted to the Board of Trustees in these Statutes until the holding of the first Assembly of the Association, in which the election of the first Definitive Board of Trustees shall be held. In addition, the members of said provisional Board will be authorized broad and enough to carry out the necessary procedures for the legalization of the Association.