The Wikinewsie Group/Bylaws

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The Wikinewsie Group:
Draft bylaws

Article 1 - Name

The name of the organization is The Wikinewsie Group, a non-profit organization, hereafter referred to as "the Organization".

Article 2 - Location of Corporation

The Organization is based at [address].

Article 3 - Purpose

The purpose of the Organization is to:

  1. support open license, independent journalistic efforts that provide neutral and verifiable reporting of news stories,
  2. support the education of future journalists in trying to insure they maintain historical journalistic ideals regarding reporting standards,
  3. support efforts to increase journalist freedom to report around the globe,
  4. encourage participation of and facilitate non-professional journalists practicing their craft on Wikinews, and
  5. support the mission statement and vision of the Wikimedia Foundation.
Article 4 - Goal achievement

To achieve the purpose of the Organization, it will:

  1. support original reporting efforts by Wikinews and other open license journalists, by
    • providing accredited journalists with an organizational e-mail address to facilitate communication with outside parties,
    • providing protected workspace for journalists to write embargoed articles or articles on sensitive topics prior to submission for review,
    • provide technical support for journalists by developing tools to improve the review and writing processes,
  2. work with educators to instill journalistic values and provide opportunities to practice these values, by
    • developing online and print materials that explain journalistic values such as neutral reporting, making stories verifiable and factual in several languages including English, Spanish, Catalan, French and Russian, and
    • working with journalism instructors to enable them to have their classes participate on Wikinews in a non-disruptive way and get their material reviewed in a timely manner while instilling in future reporters core journalistic practices,
  3. serve as the media organization that represents open license, independent journalists when those journalists are applying for media credentials or are seeking support as a result of their reporting activities, by
    • following up with any accreditation requests submitted by the members of the Organization for event or organization access, and
    • be a contact to support any journalists who, while engaged in on the ground original reporting, may find themselves in legal trouble,
  4. organize, coordinate and publicize outreach programs with other projects, user groups and affiliate organizations in support of the Wikimedia Foundation's vision, by
    • creating educational materials for cultural institutions on how Wikinews can be of assistance to their efforts,
    • encouraging members of the Wikinews community to participate at Wikimania and other wiki related conferences,
    • work with other likeminded organizations to explain how Wikinews can assist in those groups meeting their own goals,
    • providing reports on our activities to Wikimedia project related newsletters.
  5. do any activities that the Board or the General Assembly require that align with the Organization's Purpose.
Article 5 - Membership

Membership in The Organization is contingent on (1) having administrator or accredited reporter credentials on any language Wikinews project, (2) being an Iceland Wikimedian in good standing, (3) being a working journalist or academic teaching journalism, or (4) by special invitation of the Board. Applicants must be approved by the Board and ratified by the General Assembly.

Article 6 - Board requirements

All board members are required to be in compliance with the membership conditions in the bylaws and also fulfill requirements of board members of a registered media organization where the Organization is registered, be members of the Organization, be 18 years or older, and be able to communicate effectively in English and/or Spanish.

All board members are required to declare a Conflict of Interests (COI) immediately and proactively upon becoming aware of it, and are required to recuse themselves from discussions and votes around the COI. All board members are strongly encouraged to inform the board about Perceived Conflict of Interests (PCOI), with the majority of board members deciding if the PCOI requires the member or members to recuse themselves from discussions and votes around the PCOI. The board will make every effort to insure privacy regarding the COI to the extent that it does not bring disrepute to the Organization or lead to a breach of trust in the membership.

Article 7 - Ordinary General Meeting

The Ordinary General Meeting shall be called by the chairperson with agreement by the board; it shall be held once per year and shall be announced at least one month in advance via an announcement on the Organization's website and its e-mail mailing lists. The agenda for the meeting will be announced at this time. Only members may participate in the OGM unless invited by board or general assembly to observe or participate. Only members may vote in the OGM. The ordinary general meeting will occur online using a system that requires member and board authentication to participate. The secretary will appoint a non-board candidate to verify member authentication for the purposes of participation and voting. Non-participating members may give their votes to other members who will serve as their proxies.

The OGM will start by a call to order. All votes before the membership will be won by a simple majority of the members indicating support for proposals with the exception of bylaw changes, which require 66% for a change to be approved. The OGM agenda shall be as follows:

  1. Election of chairperson
  2. Report to the Board submitted by all officers
  3. Invoices submitted for approval
  4. Legislation
  5. Determination of membership
  6. Election of non-chair Board members
  7. Other issues
Article 8 - Extraordinary General Meeting

The board can call a General Meeting with extraordinary character (EGM) whenever it considers it convenient, and upon the request of 33% of the Organization's membership. In this last case, the assembly has to take place within three months of the request.

Article 9 - Board terms and roles

The Board shall be composed of 4 non-chair members and 1 chairperson. Of the 4 non-chair members, one will be treasurer and one will be secretary. They will elected at the OGM for a term of two years with half the board being elected every other year. Two non-chair board members will be elected for a one year term at the first OGM, and then elected for two year terms thereafter.

The Board is responsible for issues between ordinary general meetings. The Chairperson shall call meetings. Decisions made by the board will require simple vote by a majority of the Board, with the Chairperson resolving any tie.

The roles of the board members are as follows:

(i). Chairperson. The Chairperson will be the formal head of the Organization and will be generally responsible for leading the Organization and managing its activities in accordance with the policies and procedures of these Bylaws. The Chairperson will ordinarily preside at all meetings of the Board and of the general membership of the Organization. The Chairperson will be responsible for preparing the Annual Report for presentation to the Organization at the Ordinary General Meeting.
(iii). Secretary. The Secretary will keep the books and records of the Organization, including minutes of all membership and board meetings, and will be responsible for issuing all notices required by these Bylaws.
(iv). Treasurer. The Treasurer will collect dues, pay all bills, and maintain the Organization's financial records. The Treasurer will prepare the Corporation’s Annual Financial Report for presentation at the Ordinary General Meeting. The Treasurer will present the annual budget at the Ordinary General Meeting.

The roles of secretary and treasurer will be voted on by the board at the first board meeting following the OGM. Any non-chair member of the board is eligible for these two positions. The chairperson is directly selected by membership vote.

Through leave of absence, an inability to attend a meeting or conflict of interest, the role of secretary and treasurer may be filled on a temporary basis by the one of two non-officer board members selected by the chairperson, and the role of chairperson may be filled on a temporary basis by the secretary. Following a vacancy, dismissal by the board, leave for an extended period without board approval, or resignation, the board may select a new board member on a temporary basis pending ratification by the members at the next OGM.

The procedure to carry out the elections shall be described in a separate document, approved by the Board and ratified by the OGM.

Article 10 - Board meetings

Board meetings require a quorum of 70% of the board. The meetings will take place at least once every two months, with a public announcement about a board meeting taking place at least one week prior to the planned date of the meeting. The board meetings can take place using an electronic medium. In the event of a tie vote by the board, the Chairperson's vote will break the tie.

Members are allowed to attend meetings as observers, but cannot speak or vote. If there is a need for privacy because of confidential information before the board, observers will be asked to leave the meeting for the duration that these issues are being addressed.

Article 11 - Membership fees

Determination of membership shall be made at the OGM. Membership fees shall be charged yearly. Membership fees for recognized administrator or accredited report credential on any language Wikinews project, being an Iceland Wikimedian in good standing or member by special invitation are €1. The fee for all other members is €15.

Article 12 - Changes to bylaws

Changes to the bylaws can be made at the Extraordinary General Meeting. All proposed changes to the bylaws must be publicly nominated by a member or board member at least one month prior to EGM. All proposed changes before the membership voting in the EGM must have a super majority of 66% voting to support for the changes before the changes will be incorporated into the bylaws.

Article 13 - Surplus

If the Organization has excess/surplus money not earmarked for specific purposes, it shall be allocated for use in supporting original reporting activities by members, including but not limited to paying travel to allow for covering events, legal fees associated with covering events, training other reporters to support ongoing original reporting.

Article 14 - Dissolution

A decision on the dissolution of Organization may take place at an Extraordinary General Meeting, with the specific procedures of this specified in internal procedures. When the Organization is dissolved, the current board will determine the use of the remaining goods, after the payment of the debts, to other journalist related non-profit associations with similar purposes, or others purposes that do not distort the non-profit nature of the Organization.

Article 15 - Calendar

The accounting period of the Organization shall be annual and each year will end on December 31.

Transitory regulations
Article 1

The provisional Board designed at the Founding Charter will have all the competences stipulated for the Board in these Bylaws until the first ordinary meeting of the General Meeting of the Organization and will carry out all the necessary procedures for the legalization of the Organization.

Article 2

The first accounting period will end on December 31st of the year of the Organization's registration, regardless of the registration date.

This Act was passed by the inaugural meeting

Here are the signatures of the founders / directors' names and ID numbers.