Note: The majority of these bylaws were written by Greeves and Eclecticology.
Note from Greeves: I have no legal experience and wrote this several months ago while trying to get WMC off the ground. Much of this is from the Wikimedia Foundation bylaws. This will need a lot of changes. Greeves (talk • contribs) 23:46, 21 January 2008 (UTC)
See another set of suggested bylaws: (Wikimedia Canada/Consolidated by-laws).
BYLAWS OF WIKIMEDIA CANADA, INC.
ARTICLE I - NAME
This organization shall be known as Wikimedia Canada, Inc.
ARTICLE II - STATEMENT OF PURPOSE
The mission of Wikimedia Canada is to promote the causes of the Wikimedia Foundation throughout Canada and help organize the affairs of the Wikimedia Foundation within Canada while acting as a legally separate entity.
ARTICLE III - CORPORATE SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the seal Wikimedia Canada.
ARTICLE IV - MEMBERSHIP
Section 1. Entitlement to Membership.
Membership shall be open to any Canadian person who accepts the principles of free and open access to information. For the purpose of this bylaw, a Canadian person is
- a Canadian citizen,
- a non-citizen of Canada legally entitled to reside in Canada for a period not less than one year in length,
- a corporation established under the laws of Canada or or any of its provinces or territories, or
- a trust resident in Canada
A person who is not a Canadian person may become a member, but shall not be entitled to vote at meetings of members, or to participate in official electronic votes.
Section 2. Rejection.
The directors may within 45 days of its receipt reject any application for membership by a simple majority against the person's admission for membership. This vote may be held in camera. Where an application has been rejected the directors shall return to the applicant any fees submitted with the application. Any application that is not rejected shall be deemed to have been accepted.
Section 3. Cost of Membership.
There is currently no cost for membership, though the Board of Directors may enforce a membership fee in the future.
Section 4. Removal.
A membership shall end when
- the member dies,
- the member resigns,
- the member's membership has not been in good standing for a continuous period of not less than one year, or
- the member has been expelled by a vote of the majority of the Board of Directors.
- the member has been expelled by a vote of three-quarters (3/4) of the membership at the annual general meeting or any other meeting deemed appropriate by the Board of Directors.
A member in good standing is a member whose membership fee is paid up, and who has no indebtedness to Wikimedia Canada more than 120 days in arrears. A member whose membership is not in good standing may put his membership in good standing by paying his membership fee and settling any outstanding indebtedness. This shall be done without a new application for membership, and shall be effective forthwith on receipt of payment.
Where a membership has for any reason been terminated when the member has made advance payment of fees for years that have not yet begun, he may on request receive a refund of the fees prepaid for those additional years reduced by any other outstanding debts which he may have to Wikimedia Canada.
ARTICLE V - THE BOARD OF DIRECTORS
Section 1. General Powers.
All corporate powers shall be exercised by or under the authority of, and the business and affairs of Wikimedia Canada shall be managed under, the direction of the Board of Directors.
Section 2. Number, Tenure, and Qualification.
The number of directors of Wikimedia Canada shall be at least seven (7). Each director shall hold office until the next annual meeting of directors and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death.
All directors shall be individuals having a minimum age of 18 years, and shall be legally capable of entering contracts.
Section 3. Selection.
(A) The Board shall endeavor to include members with a diverse set of talents, experience, and competencies, and who will best fulfill the mission and needs of Wikimedia Canada.
(B) Persons appointed to the board shall serve for a term of one year, which may be renewed. Individuals shall be appointed by a majority vote of the full Board.
(C) Persons elected by the membership shall be appointed for a term of two years. The Board of Directors shall determine the dates, rules and regulation of the voting procedures. The election will be open to all voting members of Wikimedia Canada.
(D) The majority of the Board shall be elected or appointed from within the community.
Section 4. Meetings.
Meetings of the Board of Directors may be scheduled at such times and at such places as the Directors deem appropriate and shall be conducted at least annually. A quorum shall consist of a least the majority of directors. The Chair may call a special meeting of the directors for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all directors are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the directors are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the directors shall have the same force as if it were passed at a duly called meeting of the Board of Directors. A majority of the Board of Directors shall constitute a quorum at any meeting of Wikimedia Canada.
(a) Special Meetings.
Special meetings of the Board of Directors may be called by the chair of the board, by the vice-chair or by any two directors. The person or persons who call a special meeting of the Board of Directors may fix the place for holding such special meeting.
Notice of any special meeting shall be given at least ten (10) days before the meeting if it is held via electronic means, and thirty (30) days in the case on an in-person meeting, by written notice delivered personally, or by email, chat, or fax to each director at his business address, unless in case of emergency, the chair of the Board of Directors or the vice-chair of Wikimedia Canada shall prescribe a shorter notice to be given personally or by communicating to each director at his email address, residence or business address in like manner. Any director may waive notice of any meeting, before or after the meeting, as provided in these Bylaws.
(c) Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Such actions shall take the form of resolutions and shall be included in the corporate records of Wikimedia Canada.
(d) Presumption of Assent.
A director of Wikimedia Canada who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.
(e) Constructive Presence at a Meeting.
A member of the Board of Directors may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.
(f) Action Without a Meeting.
Any action required by law to be taken at any meeting of the directors of Wikimedia Canada may be taken without a meeting consistent with the consent procedures described herein.
(g) Consent procedures
(1) Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the board members. Electronic signatures are acceptable. (2) Action taken under this section is effective when the action is affirmatively signed by a majority of the board members unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (4) Any consent resolution which has not received affirmative votes from the majority of the board members or has not received negative votes from the majority of the board members shall be presented for a vote at the next board meeting. (5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions.
Section 5. Resignations.
Any director of Wikimedia Canada may resign at any time by giving written notice to the Board of Directors, to the chairman of the board, to the vice-chair, or to the secretary of Wikimedia Canada. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Directors.
Section 6. Vacancies.
Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next annual meeting of directors and until his successor shall be elected and qualified or until his earlier resignation, removal from office, or death.
Section 7. Replacement of Board Members.
Should a director resign, become incapacitated or otherwise be unable to serve, the remaining directors may appoint an interim representative.
Section 8. Delegation and Expenses.
(a) Any action required or permitted to be taken by the Board of Directors under these bylaws or any provision of law may be delegated by the Board to the Chair or to any committee of the Board.
(b) Committees may include as committee members persons from the community and other professionals who are not Board members, provided the membership of the committee is approved by the Board.
(c) Directors may not be compensated for their roles as directors. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No director shall be employed or otherwise receive compensation from Wikimedia Canada for their duties as directors.
Section 9. Voting Means.
Voting on all matters, including the election of directors and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.
Section 10. Reserved Powers.
ARTICLE VI - OFFICERS AND DUTIES
Section 1. Number.
The Board of Directors shall elect from among its members a president, vice-president, secretary, and treasurer.
The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and of the board of directors. He shall have the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the board of directors are carried into effect.
The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the board of directors.
The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. He shall also perform such other duties as may from time to time be directed by the board of directors.
The secretary, when in attendance, shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall be the custodian of the seal of the corporation.
Section 2. Term.
These officers shall be elected for one year terms of office by majority vote of the Board and may be re-elected at the expiration of their term.
Section 3. Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of Wikimedia Canada would be served thereby.
Section 4. Vacancies.
A vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Resignations.
Any officer of Wikimedia Canada may resign at any time by giving written notice to the Board of Directors, to the Board Chair, to the Vice-chair, or to the Secretary of Wikimedia Canada. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Directors.
ARTICLE VII - COMMITTEES AND SUB-CHAPTERS
The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
ARTICLE VIII - ASSETS
Section 1. Dedication of Assets.
The property of Wikimedia Canada is irrevocably dedicated to charitable purposes and no part of the net income or assets of Wikimedia Canada shall ever inure to the benefit of any director, officer or members thereof or to the benefit of any private individual.
Section 2. Distribution of Assets.
Upon the dissolution or winding-up of Wikimedia Canada, its assets remaining after payment or provision for payment, of all debts and liabilities of Wikimedia Canada shall be distributed to the Wikimedia Foundation.
ARTICLE IX - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of Wikimedia Canada, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of Wikimedia Canada and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of Wikimedia Canada, shall be signed by such director or directors, agent or agents of Wikimedia Canada and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits.
All funds of Wikimedia Canada not otherwise employed shall be deposited from time to time to the credit of Wikimedia Canada in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE X - FINANCES
Section 1. Financial Year.
The financial year of Wikimedia Canada shall be determined by the board of directors.
Section 2. Auditors.
The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.
Section 3. Books and Records.
The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
ARTICLE XI - WAIVER OF NOTICE
Section 1. Amendment.
The by-laws of the corporation not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the by-law at a meeting of members duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
Section 2. Delivery of Notices.
Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.
Section 3. Interpretation.
In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.