Wikimedia Canada/General By-laws
|Wiki Canada as currently approved by the membership and submitted to the federal government.|
Wiki Canada has as its by‐laws the following:
- Article 1 – Name
- Article 2 – Statement of Purpose
- Article 3 – Assets
- Article 4 – Board of Directors
- Article 5 – Restrictions
- Article 6 – Membership
- Article 7 – Members Meetings
- Article 8 – Directors
- Article 9 – Meeting of Directors
- Article 10 – Officers
- Article 11 – Committee Members
- Article 12 – Execution of Documents
- Article 13 – By‐Law Amendments
- Article 14 – Fiscal Year
- Article 15 – Finances
- Article 16 – General Provisions
Article 1 – Name
This organization shall be known as Wiki Canada in English and Wiki Canada in French.
Article 2 – Statement of Purpose
2.1 – To aid and encourage people to collect, develop and disseminate knowledge and other educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify said content without the payment of royalties;
2.2 – to collaborate with public and private Galleries, Libraries, Archives and Museums in making their holdings more broadly and freely available to those interested in an effort to preserve the heritage of Canada;
2.3 – to make use of, encourage the use of, and instruct people in the use of free and open source information resources; either electronic or printed for the advancement of education;
2.4 – to encourage the development and release of these materials in the languages of Canada including but not limited to English, French, and the First Nation's languages.
Article 3 – Assets
3.1 – Dedication of Assets: The property of Wiki Canada is irrevocably dedicated to charitable purposes and no part of its net income or assets shall ever inure to the benefit of any director, officer or members thereof or to the benefit of any private individual.
3.2 – Distribution of Assets: Upon the dissolution or winding‐up of Wiki Canada, its assets remaining after payment, or provision for payment, of all its debts and liabilities shall be distributed to one or more registered Canadian charities with similar purposes.
Article 4 – Board of Directors
4.1 – The board of directors shall comprise a minimum of 5 members and a maximum of 20 members.
4.2 – The applicants for incorporation and their appointees shall continue as directors until such time as directors have been elected in accordance with these by‐laws.
4.3 – The first board election must be held at the first annual meeting after Wiki Canada has been incorporated.
4.4 – Where the Articles of Incorporation and the by‐laws used to obtain incorporation have originally been submitted in only one official language of Canada, a complete equivalent version in the other official language may be adopted once by a simple majority of the directors, and submitted as a part of these documents.
Article 5 – Restrictions
5.1 – There shall be no restrictions on the activities of Wiki Canada except those required by law.
Article 6 ‐ Membership
6.1 – Membership shall be open to any person who:
- a. is interested in furthering the objectives of Wiki Canada,
- b. is one of:
- i. a Canadian citizen, or
- ii. a Canadian corporation, or
- iii. an individual person who has been lawfully admitted to Canada for a period of not less than one year, and
- c. has no indebtedness to Wiki Canada more than 120 days old.
6.2 – Membership is non‐transferable.
6.3 – A member shall be in good standing when they has paid the prescribed dues for the current fiscal period and has no other indebtedness to Wiki Canada more than 120 days old.
6.4 – Any member may withdraw his membership at any time by written notice to the secretary of Wiki Canada.
6.5 – 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.
6.6 – Application
- a. Application for membership shall be by providing the required information (name, address, and e‐mail address) and submitting the required fees for the first year of membership.
- b. The Board of Directors may within 45 days of receiving any application for membership reject that application 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.
- c. Any application that is not rejected shall be deemed to have been accepted, and shall be effective 45 days after its receipt.
6.7 – The Board of Directors may establish regulations allowing the payment of membership fees in advance for more than one year.
6.8 – The Board of Directors may standardize the expiry date of all members, but shall not by doing so reduce any paid membership to less than one year.
6.9 – A membership shall end when
- a. The member dies,
- b. The member resigns,
- c. The member's membership has not been in good standing for a continuous period of not less than one year, or
- d. The member has been expelled by a vote of 2/3 of the directors.
- e. The member has been expelled by a vote of 2/3 of the members at a general meeting.
6.10 – Where a membership has for any reason been terminated after the member has made advance payment of fees for years that have not yet begun, the directors may, on request, refund the fees prepaid for those additional years reduced by any other outstanding debts which he may have to Wiki Canada.
6.11 – The rate of fees shall be determined by the board of directors and may be changed by them at any time, but such a change shall not require members to pay additional fees for years they have prepaid.
6.12 – The Secretary shall maintain a register of members containing: a. the name, address, and e‐mail address of each member,
- a. the date on which each member's name was entered in the register, and
- b. the date that the last payment of dues was received.
Article 7 — Members Meetings
7.1 – General member meetings shall be held annually. Additional general member meetings may be held at the request of the Board of Directors or by request of 5% of total membership with voting rights.
7.2 – The annual or any other general meeting of the members shall be held on such day as the Board of Directors shall appoint.
7.3 – Meetings shall be conducted through an easily accessible medium, including but not limited to in‐ person, text‐based or teleconference, chosen by the Board of Directors.
7.4 – Quorum for a general member meeting attendance shall be 5 members with voting rights or 10% of total membership with voting rights, whichever is higher.
7.5 – The Board of Directors may establish any kind of system they deem necessary to ensure the identity of members at the meetings, including but not limited to personal accounts, passwords, and secure links.
7.6 – The Board of Directors shall choose a member to chair meetings and record votes.
7.7 – Decisions at general member meetings shall be made by majority vote unless the Act or these by‐laws otherwise provide.
7.8 – An announcement of the date, time, and medium of general member meetings will be made by email not less than 14 days prior to the meeting.
7.9 – The announcement of general meetings shall include links to the full text of motions that will be put forth by the Board of Directors, motions submitted by members, as well as notices of any other special business that will be conducted at the meeting. These notices do not preclude the possibility of motions being amended at the meeting unless it is required by law or by these by‐laws.
Article 8 – Directors
8.1 – Unless otherwise determined by special resolution of the members, the number of directors shall not be less than five (5) or more than (20).
8.2 – The Board of Directors shall be the chief executive and administrative body of Wiki Canada. Except where otherwise restricted by these by‐laws, the Board of Directors may manage the affairs of Wiki Canada and enter into all manner of contracts on behalf of Wiki Canada.
8.3 – All directors shall be individual persons that are:
- a. Voting members of Wiki Canada,
- b. at least 18 years of age, and
- c. legally capable of entering into contracts.
8.4 – Wiki Canada shall have a minimum of five directors, and when for any reason the number of directors falls below that number the remaining directors shall appoint individuals as needed to maintain that number.
8.5 – The directors of Wiki Canada shall be elected at large by the voting members from among their number.
8.6 – Unless otherwise provided a director's term shall be for two years from the date of appointment, but nothing in these by‐laws shall limit the reappointment of a member for additional terms.
8.7 – Any director may be removed from office:
- a. by a two‐thirds vote of the membership at a general meeting, or
- b. by a two‐thirds vote of the directors.
8.8 – Any remuneration of a member of the Board of Directors must be approved at a general meeting of the membership.
Article 9 – Meetings of Directors
9.1 – An official meeting of the Board of Directors may be requested by any member of the Board.
9.2 – Meetings of the Board of Directors must take place at least once every twelve (12) months.
9.3 – The directors may meet and hold votes by any medium designated by the director announcing the meeting and agreed on by all directors, including ones that are only text‐based.
9.4 – Notice of a meeting of the Board of Directors shall be given not less than fourteen (14) days before the proposed date of the meeting, and may be done through an electronic medium such as email.
9.5 – Quorum for meetings of the Board of Directors shall be three‐quarters of the Board.
9.6 – For a vote to be considered passed, it must win a majority of support votes from all incumbent directors who do not announce an abstention, regardless of the number of members of the Board at the meeting in which the vote is held.
9.7 – Attendees of Directors meetings may participate in meetings in either English or French. 9.8 – Minutes and votes of meetings shall be recorded by the Secretary or another member of the Board designated by him or her.
Article 10 – Officers
10.1 – The officers of Wiki Canada shall be the President, the Vice President, the Secretary and the Treasurer.
10.2 – An officer's term of office shall last until the date when the first of the following shall have happened
- a. at the first meeting of directors after the officer's one (1) year term has expires,
- b. the officer dies,
- c. the officer resigns his position, whether to leave the foundation, to become an officer without officer title, or to take a different officer title,
- d. the officer has been removed from his office by a vote of 2/3 of the directors.
10.3 – An officer may be reelected to his position.
10.4 – The President shall
- a. preside at all meetings of Wiki Canada,
- b. execute all legal documents of Wiki Canada,
- c. be the designated official spokesman for Wiki Canada, and
- d. prepare an annual report of his activities.
10.5 – The Vice President shall
- a. perform the duties of the President in all situations where the President is unable to act.
- b. perform such other tasks delegated to him by the directors.
10.6 – The Secretary shall
- a. maintain the records of Wiki Canada,
- b. ensure that the activities of Wiki Canada are well‐reported,
- c. maintain a register of members as per Part 1.8,
- d. work with the treasurer to produce an annual activity and financial report.
10.7 – The Treasurer shall
- a. maintain the financial records of Wiki Canada.
- b. ensure the preparation and distribution of tax receipts in proper form,
- c. work with the secretary to produce an annual activity and financial report.
10.8 – The custody of the corporate seal will be the president of Wiki Canada.
Article 11 – Committee Members
11.1 – The Board of Directors may establish such committees as they may consider necessary to the fulfillment of Wiki Canada's purposes.
11.2 – The duties of any given committee are at the discretion of the Board of Directors.
11.3 – Each committee shall include at least one director in its membership, but may, if the Board of Directors so designates, include other persons who are not directors.
11.4 – The Board of Directors may remove or replace any person from the committee at any time so long as the committee continues to include at least one director as per 12.3.
11.5 – No decision or statement by a committee shall bind Wiki Canada or the Board of Directors except to the extent that it is specifically authorized by the Board.
11.6 –The Board may, at its leisure, create other titled positions. Individuals will be elected to these positions by directors from their own numbers or from their advisers, and will have term lengths similar to officer positions, but will not have the title of "officer" unless they are a director who already has another officer title. Such titled positions may include, but are not limited to: web master, newsletter publisher, legal coordinator, logistical coordinator, media contact, regional wing co‐ordinator.
Article 12 – Execution of Documents
12.1 Subject to ratification, the Board of Directors may authorize an officer or agent to negotiate, execute or deliver any contract or other instrument on its behalf.
Article 13 – By‐Law Amendments
13.1 These by‐laws may be amended by a two‐thirds vote of the members at any general meeting of members, provided that at least thirty days notice is given of the proposed amendment.
13.2 When and only when required by law, no amendment to these by‐laws shall be enforceable until appropriate approvals have been received from the Minister.
Article 14 – Fiscal Year
14.1 The fiscal year of Wiki Canada shall be from January 1st to December 31st.
Article 15 – Finances
15.1 – No loans shall be contracted on behalf of Wiki Canada and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the members. Such authority shall be subject to such limitations as the members may impose.
15.2 – The officers of Wiki Canada shall be the signing officers, and any two thereof shall sign all cheques, drafts, or other orders for the payment of money by Wiki Canada, in such manner as shall from time to time be determined by resolution of the Board of Directors.
15.3 – All funds received by Wiki Canada shall be deposited from time to time to the credit of Wiki Canada at such bank, credit union, or other depository institution as the Board of Directors may select, providing also that the majority of such funds shall be maintained at a depository institution in Canada.
Article 16 – General Provisions
16.1 – 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.
16.2 – In these by‐laws and in all other resolutions of Wiki Canada 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 corporations.