Wikimedia Ísland/Bylaws
English version of the proposed bylaws of Wikimedia Ísland. The Icelandic version is here. If there is a conflict between the Icelandic version and other translations, the Icelandic one presides.
Chapter 1. Name, address and purpose
[edit]1 .1. The Association is called Wikimedia Ísland, abbreviated WMIS.
1 .2. The Association's registered address and legal venue is the residence of the chairman.
1 .3.1. The Association's mission is to further implement the objectives of the Wikimedia Foundation (hereinafter WMF) in Iceland. Those objectives are to enable people around the world, and encourage them, to obtain and create educational material that is freely licensed to facilitate its widespread distribution.
1 .3.2. For this purpose, WMF operates several wiki projects on the web in many languages to ensure that said material remains accessible and free of charge on a permanent basis.
1 .3.3. Wikimedia Ísland will promote those objectives in Iceland and will diligently work on progressing the Icelandic Wikimedia projects.
1 .4. The Association intends to achieve its purpose by promoting free (as in freedom) wiki projects to the public and support their development by any means chosen by its members.
1 .5. Surplus from operating the Association must be spent in accordance with its purpose.
1 .6. A decision to dissolve the Association may only be determined by a simple majority vote of the General Meeting, in which case any surplus assets shall be transferred to the WMF.
Chapter 2. Membership
[edit]2 .1. Membership is open to all who support the aims of the Association.
2 .2. The annual fee shall be collected prior to the Annual General Meeting each year.
2 .3. Registration for membership and payment of the annual fee shall be available on the date of a General Meeting before the start of the official agenda.
Chapter 3. Elections
[edit]3 .1. Each member is entitled to vote and is eligible to hold office. Resolutions shall be passed by a simple majority vote.
3 .2. The Board of Wikimedia Ísland shall be elected by a secret ballot.
3 .2.1. The Chairman shall be elected in a special election.
3 .2.2. The Vice Chairman shall be elected in a special election.
3 .3. If two or more of the candidates with the highest number of votes are tied, the election shall be repeated amongst those candidates and if the vote are still tied, they shall be randomly chosen. If the number of candidates who run for office is equal or lower than the positions available for vote, the candidates shall be deemed elected without a vote.
3 .4. An Electoral Committee composed of three (3) members of the General Meeting shall be responsible for the organisation and conduct of elections and legislative changes.
3 .5. Members shall be able to vote electronically in accordance with Article 5.8.
Chapter 4. Board
[edit]4 .1. The Board shall consist of five (5) members, i.e. a Chairman, a Vice Chairman and three (3) other members. Board members shall be elected to a one-year term.
4 .1.1. The Board shall divide its tasks amongst itself bar the tasks of the Chairman and Vice Chairman. It shall divide by itself the role of Secretary and Treasurer but the Chairman and Vice Chairman are not eligible for those roles. The Board shall be permitted to delegate the execution of individual tasks to other members of the Association.
4 .2. The Chairman shall convene board meetings when needed but the Board shall convene at least twice per year.
4 .3. The Chairman shall be responsible for the daily management of the Association. The Board shall manage the overall objectives of the Association between Annual General Meetings.
4 .4. The majority of the Board shall be reponsible for the Association's official registration and shall have the Power of Procuration.
4 .5. Decisions of the Board shall be made by an absolute majority.
4 .6. In a Member Meeting, a member can make a Motion of No Confidence towards an individual member or a group of members on the Board. The Motion shall need support of at least two thirds (2/3) of attending members for it to be approved but only if at least one tenth (1/10) of members are present in said Member Meeting.
4. 7. If a Motion of No Confidence in accordance with Article 4.6 in regard to the Chairman is approved, or the Chairman leaves the Board for any other reason, and the Vice Chairman cannot take the Chairman's place, an Extra General Meeting shall be convened and any available positions on the Board shall be up for election. The same applies if non-chair Board members are less than two.
Chapter 5. General Meetings
[edit]5 .1. An Annual General Meeting (hereinafter AGM) will be held in the first quarter of each year. Any General Meeting (hereinafter GM) shall be announced with at least a 21 day notice on the Association's website, with an announcement to members via e-mail, on their user chat page or by other means. A GM is legal, if properly convened.
5 .2. If a GM is not considered legal a new GM shall be convened one week later.
5 .3. AGM agenda shall be as follows:
- The meeting is convened.
- Election of Meeting Moderator.
- Election of Meeting Secretary.
- Addresses of visitors.
- Report of the Chairman of the Board.
- Report of the Treasurer and handling accounts.
- Changes to the bylaws.
- Determination of Membership fees
- Election of five Board members.
- Election of Chairman.
- Election of Vice Chairman
- Election of three other Board members.
- Election of two Account Inspectors
- Other issues.
- Changes to the Board take effect.
- Meeting adjourned.
5 .4. The financial year shall be the calendar year.
5 .5. Accounts shall be reviewed by an Account Inspector.
5 .6. Member Meetings shall be convened whenever the Board deems necessary. Also, a Member Meeting shall be convened at the request of five or more members. Member Meetings shall typically be called with a week's notice and not less than a nychthemeron's notice.
5 .7. Non-members shall be allowed to attend a GM and have freedom of speech if the majority of attending members do not decide against it.
5 .8. Members may be permitted to participate in a GM and vote electronically. The Board shall adopt more detailed rules for implementation of electronic voting.
5 .9. The Board or a Member Meeting, convened according to Article 5.6, can decide an Extra General Meeting shall be held. Then said GM shall be convened within a month and announced with at least a week's notice.
Chapter 6. Legislative changes
[edit]6 .1. Legislative changes shall only be performed at a GM. Proposed legislative changes shall be submitted to the Board 14 days before a GM. They shall be presented to members of the Association's website with at least a one week's notice before a GM.
6 .2. For the legislative change to enter into force, it must be approved by at least two thirds (2/3) of the members present at a lawful GM.
These bylaws were passed by the inaugural meeting of the Association and entered into force ...
Date and signatures of all founders or board members.