- 1 § 1 Name and Residence of the Association
- 2 § 2 Purpose of the Association
- 3 § 3 The Association's purpose is to be pursued by
- 4 § 4 Funds and Support
- 5 § 5 Types of membership
- 6 § 6 Beginning of memberships
- 7 § 7 Termination of memberships
- 8 § 8 Rights and obligations of members
- 9 § 9 Institutional Bodies
- 10 § 10 General assembly
- 11 § 11 Scope of the general assembly
- 12 § 12 Committee
- 13 § 13 Obligations of the Committee
- 14 § 14 Special obligations of committee members
- 15 § 15 Auditors
- 16 § 16 The Arbitral Tribunal
- 17 § 17 Privacy
- 18 § 18 Dissolution of the Association
§ 1 Name and Residence of the Association
The Chapter will be called: "Wikimedia Österreich" association for the advancement of free knowledge" the place of residence is Vienna.
§ 2 Purpose of the Association
The Association, which does not pursue commercial aims and does not seek to make profit (non-profit Organization), is pursuing only non profit goals as outlaid in §§ 34 ff of the so-called "Bundesabgabenordnung (BAO)". It regulates the following objectives:
- The purpose of the association is the advancement, creation, collection and redistribution of Open Content in voluntary service, for the encouragement of free knowledge and education. Open Content refers to all work that has been placed by its author under a license, which allows everybody to modify and distribute these works. In addition, the awareness of the related social and philosophical issues will be enhanced. The Association shares the objectives of the Wikimedia Foundation, Inc., a not-for-profit organization founded in Florida, USA. The Wikimedia Foundation coordinates activities along the lines of the Association's purpose within the international sector, and manages the name Wikimedia as well as the names of the various international Wikimedia projects.
- Other essential purposes of the association are:
- Analysis, processing and collection of science based evidences and scientific documentation, the free redistribution of these content, for the advancement of open content. The emphasis lies on various wikimedia projects as defined by the Wikimedia Foundation Inc.
- The redistribution and advancement of free software, in digital or printed form, with its main focus on various wikimedia projects.
- Acquisition, preparation, redistribution of information and publicity on open content, Wiki systems and Wikimedia projects. Wikis are software systems accessible via the Internet which let their users both access and modify content, thus enabling the joint creation of such content. The most prominent example of this principle is the free encyclopedia "Wikipedia" initiated by Larry Sanger and Jimmy D. Wales which is operated by the Wikimedia Foundation.
- Resolving scientific, social, cultural and legal issues relating to Free Content, through expert opinions, surveys, studies, and the awarding of scholarships.
§ 3 The Association's purpose is to be pursued by
- Distribution of free content
- Workshops, trainings and presentations
- Sponsorships and Education within the purpose of the association.
- Cultural and scientific events
- Acquisition, collection and redistribution of information and sources of information according to the purpose of the association.
- Support and Networking for Austrian Wikipedia authors (as laid down in §2 and §3) within the financial means of the Association, regardless whether the authors are members or not. Individual cases are decided by the commitee.
- Establishment of a(n) (e-)library
§ 4 Funds and Support
Funds and other means of support should be particularly raised by:
- Admission and membership fees.
- Income from scientific cultural and other events.
- National and international Grants and sponsorships from public or private bodies.
- Income from Advertisements and sponsors.
- Donations, bequests, and other additional benefits;
Income and surpluses must be beneficiary as defined in the association's purposes (§ 45 Abs. 3 BAO).
§ 5 Types of membership
- The Association consists of active and honorary members and sponsors. All Members are eligible to the general assembly. Entitled to vote are only active and honorary members. Every member that is entitled to vote has one vote, except for employees of the association who are non-voting members for the duration of their employment. The assignment of a vote is possible with a written authorization to another member who is entitled to vote.
- Every individual who wants to work actively in the Association, or on one of the projects supported by the Association, can become an active member.
- Every individual or legal entity who does not want to actively participate but rather promote and support the aims of the Association monetary can become a sponsor.
- Individuals may become honorary members when they render the Association a great service.
§ 6 Beginning of memberships
- Entitled to membership in the association are individual persons, corporate bodies and incorporated partnerships.
- The committee decides on the acceptance of the applicant within four weeks. The application can be denied in justfied cases. The membership starts with the positive decision of the commitee.
- A vote of the general assembly is necessary to elect honorary members. Every member has the nominanting power towards the commitee.
§ 7 Termination of memberships
- Membership can be terminated voluntarily by an individual, due to expulsion by the committee, death of the member, or the loss of legal capacity of a legal entity.
- Notice of termination of membership is to be submitted in writing to the committee. The period of notice is one month and is effective at the end of the calendar year.
- The committee can expel a member if he doesn't pay the membership fee for two months, after two written admonitions and after a reasonable period of grace longer than six months, no payment is received. The commitment to pay membership fees is not touched by this.
- The committee may expel a member with immediate effect for serious cause if the member acts in a manner disrespectful of the rules, regulations and statutes or the interests of the Association.
- The respective member has to be informed about the expel immediately after the commitee decision.
- Expelled members may appeal the decision within 30 days of receiving notice. The appeal is to be submitted to the committee and brought to attention at the following general assembly, at which both the committee and the person who lodged the initial complaint have the opportunity to state their positions, either verbally or in written form. The general assembly then votes on the issue. This has no influence on the expellation date.
- On request by the commitee oder one-tenth of the members, honorary members can be expelled by the general assembly for reasons given in (4).
§ 8 Rights and obligations of members
- Members are entitled to participate in all of the Association's activities and events and to use the infrastructure.
- Regular members and honorary members have the passive and active right to vote in the General Assembly, if they are entitled to vote in the first place.
- Members are obliged to support the Association and its purpose in a proper way — also in public — and to omit actions which may harm the Associations reputation or jeopardize the Associations purpose. Members must pay their membership fees as defined in the statutes in a timely manner. Members who are in arrear with payments despite dunning letters / e-mails lose their voting right. They can regain their voting right in case the full amount of money arrives on the Associations bank account at least one week before the general assembly or is paid in cash on request at the general assembly to a commitee member.
§ 9 Institutional Bodies
Bodies of the association are:
- The general assembly (§§ 10-11)
- The Committee (§§ 12-14)
- The Auditors (§ 15)
- The Arbitration (§ 16)
Rules adopted by the Committee can define tasks of individual institutions that are not strictly defined by the bylaws.
§ 10 General assembly
- Primary Body of the association is the general assembly. The ordinary general assembly takes place every year.
- An extraordinary general assembly is to be held immediately:
- on resolution of the committee
- on resolution of the ordinary general assembly
- on written proposal of at least one tenth of all members with voting power.
- on demand of an auditor
- The invitations to a general assembly must be sent out by post or email at least six weeks prior and include an agenda and a list of any known current motions, an extraordinary assembly has to be convoked at least three weeks in prior.
- proposals to the agenda must be submitted to the committee at least one week prior to the general assembly.
- Belatedly submitted motions (not including suggested changes to the statutes and dissolution of the association) – also those motions brought forth during the general assembly – must be added to the agenda, if the majority of the assembled voting members agree to dealing with the motion (emergency motions).
- All members are eligible to the general assembly. Entitled to vote are only active and honorary members. Every member that is entitled to vote has one vote, except for employees of the association who are non-voting members for the duration of their employment. The assignment of a maximum of two votes with a written authorization to another member is possible.
- The general assembly is quorate if all members are properly invited and more than a half of the members eligible to vote are present or represented by members with assigned votes. If the general assembly is not quorate at the given time, after thirty minutes another general assembly with the same agenda is to be held, which is quorate without regard of the number of present members. This has to be noted in the invitation.
- The general assembly passes motions by simple majority of given and valid votes. For motions regarding changes to the statutes or the dissolution of the Association to be passed, a two-thirds majority vote is required.
- The general assembly is conducted by the chairman, in his hindrance the vice chairman. If both are hindered the oldest member (by years of age) of the committee conducts the general assembly. If none of them are present the oldest member (by years of age) of the association conducts the general assembly.
- Minutes of the general assembly recording all decisions are to be taken during the meeting and made available to all members within two weeks after the general assembly. The minutes have to be signed by two committee members.
§ 11 Scope of the general assembly
The general assembly has the following field of activity:
- to receive and approve the annual report, the annual financial report and the auditors report,
- to approve the annual budget,
- to elect the committee members and auditors,
- Approval of legal transactions between an auditor and the association.
- to discharge the committee and auditors,
- to set the annual membership fees,
- The election and dismissal of honorary members.
- to approve the statutes and any changes thereto and decide on the eventual dissolution of the Association.
- to consult and decide on current motions,
- to consult and decide on issues on dealings brought forth by the committee,
§ 12 Committee
- The committee consists of the chairman, the secretary, the treasurer and their deputies and up to four advisers.
- The committee is elected by the general assembly. The committee has the right to nominate a replacement member of all electable members if an elected committee member retires. An approval has to be obtained from the next regular general assembly. If the whole committee is hindered an auditor has to call a generals assembly for the purpose of re election of the committee immediately. If even the auditor is hindered every full member, that recognizes this emergency situation, has to call a curator from the court having jurisdiction, who instates an extraordinary general assembly.
- The committee members are elected for two-year terms. Repeated re-election is permitted without any limitations. The committee holds its sessions on demand.
- The committee is convoked by the chairman, if he is hindered by his deputy. Are both hindered for an unforeseen period of time every other committee member is allowed to convoke the committee.
- The committee is quorate if all members are properly invited and more than a half of the members of the committee are present. The committee passes motions by simple majority. In the event of a tied vote, the chairman casts the deciding vote.
- The committee is conducted by the chairman, in his hindrance the vice chairman. If both are hindered the oldest member (in years of age) of the committee conducts the committee or a member who is voted by the other members of the committee.
- Except by death or by end of the term, the task of a committee member ends by his retirement or divestiture.
- The general assembly can supersede single members of the committee or the whole committee. The divestiture is effective when the new committee or a replacement member is approved.
- Notice of termination of committee membership is to be submitted in writing to the committee, if the whole committee declares its resignation the notice has to be submitted to the general assembly. The resignation is in effect when:
- single committee members are elected as replacement
- the whole committee is newly elected and continues the business.
§ 13 Obligations of the Committee
The association is to be administered by the Committee. The committee is the administrating body as defined in §5 of the Vereinsgesetz 2002. The committee settles or delegates all dealings of the Association that are not the responsibility of other bodies of the Association as defined by the statutes.
Its activities are particularly the following:
- write the annual report, the annual financial report and the auditors report,
- arrange the general assembly
- manage funds of the association
- accepting and expelling members of the association
- accepting and discharging of possible employees
- fulfillment of the duties as defined in § 3;
- Installation and approval of technical (sub)committees which are possibly created to support the main committee of the association
- appoint the auditors if there is a need for it before the general assembly is constituted.
§ 14 Special obligations of committee members
- The chairman conducts the dealings of the association. The secretary supports the chairman therein.
- The chairman represents the association inward and outward. Written communiques of the association are only valid if they have been signed by the chairman and the secretary. In financial affairs the signature of chairman and treasurer are needed. Legal transactions between single committee members (Insichgeschäfte) need the approval of another committee member.
- Financial procuration, representation of the association outward or the right to sign for the association, can only be approved by two committee members mentioned in (2) concertedly.
- The chairman presides the general assembly and the committee.
- The Secretary writes the minutes of the general assembly and the committee.
- The treasurer is responsible for the financial situation of the association.
- If the chairman, the secretary or the treasurer are hindered, their deputies take over.
- Detailed assignment of consultants and of a possible clerk, business manager, manager, or other similar persons, that have been appointed by the committee can be arranged in special bylaws.
§ 15 Auditors
- Two auditors, neither of whom are committee members nor employees of the Association, are required. They are elected for two-year terms by the general assembly. Repeated re-election is permitted without any limitations.
- The auditors audit the financial books and the cashbox, make an annual report to the general assembly with a justified motion to accept or reject the financial statements.
- The annual report of the auditors, has to be written up 4 weeks after auditing of the financial books. The auditors approve the orderly use of the funds, further he has to point out errors or dangers that threaten the continued existence of the association. Unusual income, expenses and Insichgeschäfte have to be separately mentioned in the report. The auditors have to report to the committee and to the general assembly. He has propose or oppose the crediting of the committee funds to the general assembly.
- All regulations of committee members apply to auditors correspondingly.
§ 16 The Arbitral Tribunal
- All disputes arising from the association relationship fall into the competency of the internal Arbitral Tribunal. It is an arbitration committee as defined in the Vereinsgesetz 2002 and not a court of arbitration as defined in §§ 577 ZPO.
- The Arbitral Tribunal constitutes of three ordinary members of the association. One member of the parties in dispute has to name an arbitrator by writing to the committee. In response to a request by the Committee within seven days, the other party to the dispute shall in turn designate a member of the Arbitral Tribunal within 14 days. Following agreement by the Management Committee within seven days, the designated arbitrators shall elect a third ordinary member as the chairman of the Arbitral Tribunal, within a further 14 days. In the event of a tie, lots shall be drawn amongst those proposed. The arbitrators must not belong to another body of the association - other than the general assembly - who is subject matter of the dispute.
- Is the committee itself part of the dispute, the arbitral tribunal as mentioned in (2) has to be convoked by the two auditors. In case of no consent between the two auditors, the oldest auditor has to rule on the convocation.
- The Arbitral Tribunal shall make its decision in the presence of all of its members, by a simple majority of votes cast. They shall make a decision to the best of their ability and belief. Its decisions shall be final within the Association.
§ 17 Privacy
Every member revocably consents by joining the association, that his personal data (name, surname, user name in the projects of the wikimedia foundation (if relevant), date of birth, address, office) is recorded for the duration of his membership. This data is only used within the committee of the association, especially for information purposes, keeping of books, and delivering information from the association to its members of all kind. Members are required to communicate to the association any change in this data. A revocation of these data leads to the deletion of this data and counts as termination of membership as defined in §7 (2).
§ 18 Dissolution of the Association
- If the general assembly decides on the voluntarily dissolution of the association, the general assembly has to resolve the liquidation of the Association, if there are any funds left it must in particular appoint a liquidator and pass a resolution on the subject of to whom he is to transfer the Association assets.
- In case of dissolution any remaining capital is to be donated to a tax-exempt entity with equal or similar aims.