Wikimedia Community Ireland Bylaws
Articles of Association
Shannon Eichelberger, Eugene Eichelberger, Rebecca O'Neill
by means of this deed declare to incorporate association, in accordance with Irish Law - founded as a Limited Partnership - of which the articles of association are composed as follows:
TITLE I: NAME – REGISTERED OFFICE– OBJECTIVES - DURATION
- ARTICLE 1
The association is called "Wikimedia Ireland". Alternative names are "Wikimedia Community Ireland" and "Wikimedia IE" or the abbreviations "WM IE", "WMIE", and these translated names "Wikimedia Éireann",
- ARTICLE 2
§1 - The association "Wikimedia Ireland" shares similar objectives with the Wikimedia Foundation and with other Wikimedia organisations.
§2 - The objectives of the association are:
- Promote free access to and sharing of all knowledge, especially focusing on regional, federal and European levels;
- Contribute to resolve social, cultural and legal issues relating to Free Data and Free Knowledge, e.g. through collaboration with other associations and organisations with similar objectives and values;
- Encourage the consultation and the responsible contributing to Wikimedia projects through presentations, books, videos or other media;
- Contribute to the organisation of events, e.g. conferences, seminars and workshops, sharing our values;
- Collaborate with cultural organisations, associations, or institutions e.g. universities, museums, archives, libraries or collection trusts to encourage them to provide content to the general public under an appropriate licence, and empower anyone to participate in the cultural richness of our collective heritage.
- Handle national public relations requirements
- Raise awareness about Wikimedia projects (outreach)
§3 - The association supports Wikimedia project communities in all languages, especially focusing on English and Irish languages.
§4 - The association may carry out all actions that contribute directly or indirectly to the achievement of its objectives; in particular and not limited to Internet facilities and Wikimedia projects for the creation, dissemination and use of free educational and encyclopaedic content and the sharing thereof, organising private or public activities and events, meetings, conferences and seminars, trade shows and trainings or the provision of information through various channels etc. In particular, it may provide its support to any activity that is similar or complementary to its objectives.
- ARTICLE 3
The association is established for an indefinite period, but may, however, be dissolved at any time.
TITLE II: MEMBERS
- ARTICLE 4
§1 - The association shall be composed of full members and associate members.
§2 - Full members are those who are entitled to cast their vote during the General Assembly meetings. Their names are listed in the membership register. The legal provisions only apply to the full members. Their minimum number has been set at three. The incorporating persons are the first full members.
§3 - Associate members are only accepted to membership in order to enjoy the activities of the not-for-profit association. Their rights and duties can be listed in the bylaws.
§4 - The term ‘member' in these Articles of Association expressly refers to the full members.
- ARTICLE 5
§1 - Any physical person who is accepted as such by the Board of Directors may join the association as a member. Applications for being admitted as a candidate-member must be submitted in writing to the Board of Directors.
§2 - Candidate-members must, however, comply with the following conditions:
- they must have reached the age of majority, according to the age limit in the country of nationality, unless authorized by the parents or legal guardian;
- they must enjoy their full civil and political rights;
- they shouldn't have been convicted of a crime which stipulates restricted access to the Internet or curtails the ability to communicate on the Internet;
- they shouldn't have been convicted for crimes such as racism, xenophobia, negationism or spreading hate or calling for violence or disseminating illegal child sexual abuse materials.
- they must have been associate members for at least six months
§3 - Previously disqualified Full members may only be nominated as a candidate to be reinstated as Full member at least one year after having been accepted as an associate member by the Board of directors.
§4 - A board decision to refuse a candidate member may be appealed by the candidate, after which the Board is obliged to submit to a vote at the General Assembly, which then can accept the candidate member.
- ARTICLE 6
Any physical person accepted as such by the Board of Directors may join the association as an associate member. Applications for candidate associate member must be submitted in writing to the Board of Directors.
- ARTICLE 7
Members are required to pay an annual contribution of maximum 1,200 EUR. The annual contribution to be paid is determined by the General Assembly. The members are reminded annually by the Board of Directors to pay their contribution within a specified period of time. Members who do not pay within the time limit set by the Board of Directors shall be deemed to have tendered their resignation.
- ARTICLE 8
§1 - All members and associate members may leave the association at any time. Their resignation must be communicated to the Board of Directors in writing and will be effective after having been received by the Board of Directors.
§2 - All members and associate members may be disqualified from the association at any time following a resolution by the General Assembly, in accordance with the provisions of Article 31 of these Articles of Association.
- ARTICLE 9
Members or their legal successors do not partake in the association’s equity, and can therefore also never request refund of or compensation for contributions paid or deposits made .
TITLE III: BOARD OF DIRECTORS
- ARTICLE 10
The association is managed by a Board of Directors consisting of at least three and a maximum of nine directors, elected from among the members of the association. If the General Assembly only has three members, the Board of Directors shall comprise only two people as provided by law. In any case, the number of directors must always be lower than the number of members of the General Assembly.
- ARTICLE 11
§1 - Directors are appointed for a period of two years and are eligible for re-election.
§2 - Each director who is nominated by the board ad interim (to replace a former director) is only appointed for the remainder on their predecessor’s mandate, and should be confirmed at the next General Assembly meeting .
- ARTICLE 12
Directors are appointed by the General Assembly by a majority vote, regardless of the number of members present, present being defined under the General Assembly Article 21, Section 2. Directors shall not be remunerated for their services. There is no incompatibility with holding (or being elected to) the office of Director and being a salaried staff member, approved by the General Assembly (Article 22).
- ARTICLE 13
§1 - A director’s mandate shall end following dismissal by the General Assembly, voluntary resignation, expiry of their term of office (where applicable), or death.
§2 - Dismissal by the General Assembly is decided by a 2/3rd majority of the votes, regardless of the number of members present. Such dismissal must, however, be mentioned explicitly on the agenda of the General Assembly.
§3 - Directors who resign voluntarily must inform the Board of Directors by registered letter. This resignation shall enter into force three months after the posting date unless otherwise decided by the General Assembly, or immediately because of force majeure (illness or physical unavailability or a conflict of interest) or may be delayed if this resignation causes the minimum number of directors to drop below the minimum set in these Articles of Association. In the latter case, the Board of Directors is authorized to appoint a Director ad-interim and must convene the General Assembly within two months, which needs to approve a replacement for the resigning director and shall inform said director of this in writing. The resigning director is required when possible to carry out his duties until a replacement has been provided.
- ARTICLE 14
§1 - The Board of Directors manages the business of the association and represents the association before and outside of court. It is competent for all matters, except for those which are explicitly reserved for the General Assembly. It may act as plaintiff and defendant in all legal proceedings and decide on whether or not to use legal action.
§2 - The Board of Directors appoints and dismisses the members of staff and determines their remuneration.
§3 - The Board of Directors exercises its powers in a collegial manner.
§4 - The Board of Directors may only decide validly if at least half of the directors are present. Resolutions of the Board are taken by majority of the votes of the directors present. Abstentions and invalid votes are not taken into account in the count. In case of a tie in the votes, the vote of the Chairperson, or the vote of the person replacing the Chairperson, is decisive.
§5 - If the Board of Directors, however, only comprises two persons, in the event of a tie, the proposal is rejected.
- ARTICLE 15
§1 - The Board of Directors shall be convened by the Chairperson or by any two of the directors.
§2 - Invitations to meetings of the Board of Directors are valid when signed or sent by the Chairperson or any directors, or a member of staff mandated by the Board. All directors must be invited in writing (i.e. "in writing" means : by ordinary or registered mail, by telegraph or telex message, by e-mail or fax) at least five days prior to the meeting. In case of urgency, this time period may be deviated from, provided that all the directors are duly notified and the urgency is validated in the meeting minutes.
§3 - The meetings of the Board of Directors shall be chaired by the Chairperson. If the Chairperson is prevented from being present or is absent, the meeting shall be chaired by the Deputy Chairperson, if any, and in case the Deputy Chairperson is prevented from being present or is absent, by the person designated by the Board.
- ARTICLE 16
Minutes shall kept of each meeting, the minutes shall be signed by the (acting) Chairperson and the Secretary and recorded in the appropriate registry. Any excerpts that need to be provided shall signed for validity by a director or a member of staff duly mandated.
- ARTICLE 17
The Board of Directors issues all internal rules it considers to be necessary and useful and it will submit these rules, and subsequent changes, to the General Assembly for approval. The rules or changes enter into force after approval by the General Assembly.
- ARTICLE 18
§1 - Each individual Director may validly sign on behalf of the association, for example in dealings with banks, official institutions and An Post or a similar postal service (such as, for example, to take receipt of registered letters).
§2 - Directors acting on behalf of the association need not provide any resolution or authorization in dealings with third parties. Notification of any resolution or authorization will be communicated to the board at the next Board meeting which the director attends.
- ARTICLE 19
§1 - The Board of Directors may transfer its powers to carry out certain actions and duties, under its own responsibility, to one or more of the directors or to any other person, who may or may not be a member of the association. The Board of Directors shall appoint a Chairperson and a Secretary from among its directors and may elect, in addition, any position that is necessary for the proper functioning of the association.
§2 - The Chairperson is elected for a one year period (which may be extended) and is elected from among the directors.
§3 - Their appointment is done by the Board of Directors.
§4 - The term of office of these authorized persons may be terminated as follows:
- on a voluntary basis by the authorized persons themselves, by submitting their written resignation to the Board of Directors
- by dismissal by the Board of Directors.
§5 - Without prejudice to the general power of representation of the Board of Directors as a body, the association, both before and outside of the courts, is always validly represented by the action of each individual director.
- ARTICLE 20
§1 - The Board of Directors may appoint a committee in charge of daily management.
§2 - Daily management is defined as those actions or transactions urgently required by the day-to-day business of the association or that, both because of their minor importance and because of the need for a quick solution, do not justify an intervention by the Board of Directors itself.
§3 - Their appointment is done by the Board of Directors.
§4 - The term of office of the daily management committee may be terminated as follows:
- on a voluntary basis by members of the daily management committee themselves, by submitting their written resignation to the Board of Directors
- by dismissal by the Board of Directors.
§5 - Decisions taken by the daily management committee are always taken in internal, collegial consultation.
§6 - For external representation regarding the daily management, a manager may act alone.
TITLE IV: GENERAL ASSEMBLY
- ARTICLE 21
§1 - The General Assembly is composed of all full members, and is chaired by a member appointed by the General Assembly. The General Assembly also appoints vote counters at the start of any session.
§2 - All members present, either in person or via audio/video link (such as Google Hangouts or Skype), has one vote at the General Assembly.
- ARTICLE 22
The General Assembly is exclusively competent for:
- amending the Articles of association,
- appointing and dismissing the directors,
- appointing and dismissing auditors and determining their remuneration, in case a remuneration is granted,
- granting discharge to the directors and auditors,
- adopting the budget and the accounts,
- the voluntary dissolution of the association,
- converting the association into a company with a social purpose,
- any matter concerning the membership of the association,
- disciplinary matters concerning members and associate members;
- authorising persons who hold both the office of director and are hired employees of the association;
- all cases where this is so required by these Articles of Association.
- ARTICLE 23
§1 - The General Assembly shall meet after a resolution by the Board of Directors whenever this is so required by the objectives of the association.
§2 - The power of decision to organize the general assembly is reserved to the Board of Directors, the power to execute the association of the general assembly is delegated to a person to be appointed by the Board of Directors.
§3 - The Assembly must be convened at least once a year to adopt the annual accounts of the previous year, to adopt the budget of the coming year and to decide on whether to provide discharge to the directors.
- ARTICLE 24
The Statutory Annual meeting of the General Assembly shall be held within six months after the closing date of the fiscal year.
- ARTICLE 25
In addition, the Board of Directors is obliged to convene the General Assembly when 1/10th of the full members files a request to this effect, by posting a notice on the designated Meta Wiki page, mentioning the agenda items to be transacted. The Board of Directors must notify the members of the General Assembly within 21 days of this request, which must convene no later than 40 days following the request.
- ARTICLE 26
§1 - Convocations to the General Assembly meetings are valid when signed or sent by the Chairperson, any directors, or a member of staff mandated by the Board. All full members must be convened in writing (see Article 15) at least fifteen days prior to the assembly. The convocation shall also be published electronically in an obvious location such as the chapter portal on Wikimedia.
§2 - All physical persons for whom personal or membership matter will be discussed during the assembly need to be convocated at least fifteen days prior to the meeting preferably by registered letter or by email. If their case relates to disciplinary matters, their convocation should clearly mention what the scheduled session involves, what the charges are, and where (and how) and the term of availability for consultation of the case file.
- ARTICLE 27
§1 - Convocations mentioning the location, date and time of the General Assembly meeting shall contain the agenda, which shall be set by the Board of Directors. Any topic that is proposed by 1/20th of the full members in writing must also be mentioned on the agenda. This topic should be signed by the 1/20th of the members and must be submitted on the designated Meta Wiki Page at least ten days prior to the assembly. Topics that are not on the agenda cannot be transacted under any circumstances.
§2 - The final agenda is sent to all members, at least eight days prior to the assembly.
- ARTICLE 28
Except in those cases where Irish law or the Articles of Association provide for a special majority, decisions are taken by a majority of the votes of the members present, regardless of the number of members present, and abstentions and invalid votes do not count towards the result. In the event of a tie, the resolution is rejected.
- ARTICLE 29
§1 - A decision to amend the Articles of Association can only be taken if such amendment is detailed on the agenda and if 2/3rds of the full members are present. If such quorum is not reached, a second assembly may be convened in accordance with the provisions of these Articles of Association, during which this assembly will be able to take a valid decision, regardless of the number of attendees. This second assembly must not take place within 15 days following the first assembly. Any amendment to the Articles of Association also requires a majority of 2/3rds of the votes present, also during the second General Assembly.
§2 - Any modification to the objectives of the association may only be adopted by a majority of 4/5th of the votes. Abstentions and invalid votes will be counted as votes against the motion to modify the objectives.
- ARTICLE 30
§1 - Except in case of court-ordered or legally required winding-up and dissolution, only the General Assembly may decide to dissolve the association, if 2/3rds of the members are present at the General Assembly and a 4/5th majority agrees with a voluntary dissolution of the association. The proposal for a voluntary dissolution must, however, be mentioned explicitly on the agenda of the General Assembly.
§2 - In case 2/3rds of the members is not present at this General Assembly, a second General Assembly shall be convened that will deliberate validly regardless of the number of members present, but provided a 4/5th majority is in favour of a voluntary dissolution of the association. Abstentions and invalid votes will be counted as votes against the motion for voluntary dissolution.
§3 - In case of voluntary dissolution, the General Assembly, or, failing such an Assembly, the court, shall appoint one or more liquidators. Their powers and the terms and conditions of the liquidation shall also be determined in this way.
§4 - The assets shall, after settlement of the liabilities, be transferred to an association with similar objectives, appointed by the General Assembly.
- ARTICLE 31
§1 - A majority of 2/3rds of the votes is required for the disqualification of a member or of an associate member. Abstentions and invalid votes will be counted as votes against.
§2 - In case of the disqualification of a member or associate member, this item must also be mentioned on the agenda and the member or associate member must be convocated in order to present their defence as per art 27 par 2.
- ARTICLE 32
§1 - The General Assembly shall decide upon disciplinary measures that need to be taken by a simple majority, except for the disqualification of a member, which is a 2/3 majority vote.
§2 - In case members or associate members or directors of the association (or incorporated entities of which they are a shareholder, director or employee) deliver goods or services in return for payment or secure tenders, the General Assembly must be informed of the contents of the contract and the way in which it was brought about as well as of the financial implications of the contract, and if any personal advantage would result of the said transaction would befall a member, an associate member or a director , and perhaps what would be that personal advantage.
§3 - If the above condition is fulfilled and the General Assembly was not informed, there will be a justified presumption of a conflict of interest and the member, associate member or director concerned will be open to disciplinary sanctions, as will be any third party director who approved such an agreement, and the burden of proof is reversed, meaning that those concerned must demonstrate that there is no conflict of interest or that there has been no personal gain for those involved. In this context, personal gain is to be considered as profits, commissions or variable remunerations other than, on top of or larger than what they would receive from other similar contracts or supplies.
§4 - When personal gain has been proven, the following measures can be taken by the General Assembly:
- Extenuating circumstances can be invoked, if it can be demonstrated that the association has obtained a material or financial benefit from the transaction, and the advantage was insignificant;
- Attempts to hide the personal gain or adverse consequences for the association are an aggravating circumstance, however;
- regarding an associate member, the General Assembly may decide on a penalty, ranging from a reprimand to a temporary suspension or, at the most, final disqualification,
- regarding a full member, the General Assembly may decide on a penalty, ranging from a reprimand to a temporary suspension or, at the most, final disqualification as a full and even as an associate member,
- regarding a director, the General Assembly shall decide on a penalty, ranging from a reprimand to dismissal as director (in which case the General Assembly must mention whether that person is eligible for re-election) and, at the most, final disqualification as a full member,
- in any case restitution of the amount of the illicit(excessive) personal gain can be demanded as a sanction.
§5 - The Board of Directors may, pending a decision of the General Assembly, suspend full and associate members who are accused of a major infringement to the Articles of Association or to the rules of honour and decency.
- ARTICLE 33
Minutes shall be drawn up for each General Assembly meeting, which minutes shall be approved by the Chairperson and the Secretary and recorded in a special registry. This registry can be consulted via the mailing list archive by members and interested third parties. Extracts are validly approved by a director or a mandated member of staff.
TITLE V: ACCOUNTS AND BUDGETS
- ARTICLE 34
§1 - The association’s financial year runs from 1 January to 31 December.
§2 - The Board of Directors closes the accounts for the past financial year and prepares the budget for the coming financial year. The General Assembly approves the budget. The report for the past financial year must be submitted to a General Assembly that will be held within six months of the closing date of the financial year.
TITLE VI: FINAL PROVISIONS
- ARTICLE 35
For all matters not provided for or determined in these Articles of Association, the Limited Partnership Act 1907 applies. Drafted in this manner and adopted at the incorporating meeting of the Wikimedia Community Ireland User Group on 16 February 2016.