Wikimedia Community User Group Côte d'Ivoire/Rules

RULES OF PROCEDURE

PREAMBLE

The association « Wikimedia Community User Group Côte d'Ivoire »'s aim is, in particular, the free sharing of knowledge. To enhance the effectiveness of the actions of the association « Wikimedia Community User Group Côte d'Ivoire », it seemed appropriate, given the experience acquired since its creation and its level of development, to specify precisely its methods of organization and functioning, by these rules, which clarify and supplement the Statutes of the Association.

TITLE I - MEMBERS OF THE ASSOCIATION

Article 1. - Obtaining membership

1.1. Approval of new members

To become a member of the association, one must be approved by the Executive Board. This task may be entrusted, by delegation of the Executive Board, to his secretary.

The approval given by the secretary will be realized by sending, to the concerned, a membership card signed by the chairman of the association.

In the case where the Secretary would consider to refuse authorization of a new member, he shall notify in advance the Executive Board; the Board will then decide as a last resort within three months, on the approval and notify the applicant of the decision.

Refusal of approval by the Executive Board does not have to be motivated.

1.2. Members' contact details

Any member entering the association must communicate its identity (name and surname for individuals) and contact information (address, email) and be able to justify them.

The member shall ensure that its contact details are up to date.

These data are strictly confidential and reserved to the internal functioning of the association. Only members of the Executive Bureau or persons approved by the Bureau can have access to them.

1.3. Duty of confidentiality

The members of the association and members of the Bureau are bound by the duty of discretion about the records or facts which they are aware during meetings or conversations exchanged as part of their membership or mandate. They can only be relieved of this obligation by an express decision of the president.

Article 2. - Membership Categories

The association is composed of three categories of members:

• Active members;

• Honorary members;

• Sponsors.

2.1. - Active Members

Active members are natural or legal persons who have subscribed to the statutes of Association, wishing to contribute actively as part of the Association, or one of the projects supported by the Association, who paid an annual fee the amount of which is determined by the General Assembly.

2.2. - Honorary Members

Honorary members are the persons appointed by the Executive Board, in light of their merits and their service rendered to the association.

The Executive Board members are ex-officio honorary members until the end of their mandate.

2.3. - Sponsors

Sponsors are natural or legal persons who do not wish to participate actively, but want to promote and support the goals of the Association. The sponsors pay an annual fee which the minimum amount is set by the General Assembly. They are appointed by the Executive Board for a period of one year, renewable.

Article 3. - Loss of membership

Membership is lost through resignation, death, radiation for non-payment of dues, for serious cause or by the signing of a contract (or agreement) with the association.

The loss of membership, regardless of the motive or the initiative does not give rise to any refund of contributions, even partially.

3.1. - Exclusion for non-payment of the membership fee

The loss of membership is effective as soon as the last adhesion has expired.

The adhesion shall expire when the membership fee is not paid for one year, or when the status of honorary member has expired and that it is not extended or replaced with the payment of a fee.

Several times a year, in support of the list of defaulting members, the secretary shall remove their access provided by the association (Mailing lists, websites dedicated to members, etc.). As such, the defaulting member receives an email or regular mail stating that if its status has not changed in the next fortnight, its availability will be deleted.

3.2. - Exclusion for serious reason

The exclusion of a member may be decided by the Executive Board for serious reason.

Are deemed to be particularly serious reasons:

• a criminal conviction for a crime or an offense;

• any action likely to harm, directly or indirectly, to the activities of the association or its reputation.

Before any decision to remove a member of the association for serious reason, the Executive Board will present to the person concerned, by registered letter with acknowledgment of receipt, breaches alleged against him and invite him to provide the Office any explanations.

The member concerned may, within fifteen days from the date of submission of the registered letter, either send a written submission or request a hearing by the Board.

The Office will not be able to decide on the removal of the member concerned until the expiration of the period of fifteen days as defined above, by a majority of votes.

The expelled member may require that the review of that measure to be subject to the next general meeting, at which he will present its justifications and, where will be held to approve the exclusion as a final decision.

3.3. - Resignation – Deaths

The resigning member may leave the association through simple notification to the President or the Secretary. It does not need to be motivated by the resigning member.

In case of death, the membership disappears with the person; neither the inheritors, nor the legatees cannot claim any retention in the association.

3.4. - Provision contract (or agreement)

The signing of a provision contract (or agreement) between a member and the association puts an end to membership status, as soon as it's finalized and this, regardless of the period of the year in which it occurs. It is possible to request a re-accession when a period of 12 months elapsed between the request and the end of the last contract, and when there are no plans for new contract within 12 months following the request.

Only unpaid benefits may be subject to derogation, after a favorable decision of the Executive Bureau.

TITLE II – CONTRIBUTIONS

Article 4. - Fixing contributions

It is perceived, from each member, an unique and nonrefundable membership fee of 5000 F.CFA.

The amount of the annual fee for the acceding members and supporting members is decided by decision of the general meeting.

Several tariffs can be proposed according to the personal, professional and financial situation of members.

Article 5. - Making contributions

The membership fee is due at the date of accession, and the annual fee once a year.

TITLE III - ORGANIZATION AND FUNCTIONING

Article 6. - Executive Bureau

6.1. - Composition of the Executive Bureau

The association "Wikimedia Community User Group Côte d'Ivoire" is administered by a bureau of 6 members.

Legal persons, member of the general meeting, may be appointed as member of the Executive Bureau. In this case, they must designate an individual person to represent them in the Bureau; they must communicate to the association the details of the individual so designated, in the month following their appointment by letter.

Any change in this representation must be communicated by letter to the association.

6.2. Mandate of the Executive Bureau

The Executive Bureau members are elected by the General Assembly for a two financial years period. This term expiring at the holding of the general Assembly of Passing of Accounts on the second financial year since their appointment.

They are chosen from among the active members and honorary members if they are up to date with their dues one month before the date of holding of the meeting. They are re-eligible.

6.3. - Loss of the quality of Executive Bureau Member and revocation of a member of the Executive Bureau

The quality of the Executive Bureau Member is lost by resignation or death.

An Executive Bureau Member may be revoked for just reasons and in case of loss of the quality of membership of the association, in accordance with the the rights of defense.

Prior to any removal of a member of the Executive Bureau for just reasons or loss of the quality of member of the association, the other members of the Executive Bureau will present to the person concerned, by letter with acknowledgment of receipt, the wrongs alleged against him and invite him to provide any explanations.

The interested Executive Bureau member may, within fifteen days from the date of submission of the letter, either send a written submission or request a hearing by the Board.

The Bureau will not be able to decide on the revocation of the member concerned of the Executive Bureau until the expiration of the fifteen days. The Executive Bureau Member whose dismissal is envisaged will not take part to the vote.

This revocation shall be ratified by the next General Assembly.

6.4. - Electoral Process of Executive Bureau members

Applicants must make a public announcement of their candidacy by writing on the website dedicated to the members, on the page provided for this purpose at least 1 month before to the General Assembly.

Applicants must provide their true identity.

As part of the General Assembly, the members vote for each candidate individually.

Are elected to the Executive Bureau, the candidates with the higher number of positive votes depending to the number of places available and if they have obtained more than 50% of votes cast.

If there are too many candidates meeting these criteria compared to the number of places available, the seniority in the association will permit to decide among the tied candidates (candidates whose membership duration is the longer excluding periods of interruption being selected first).

6.5. - Renewal of the Executive Bureau

The renewal of Executive Bureau members will take place during the General Assembly of approval of the accounts of the year in which the mandate of the Executive Bureau Member expires.

Retiring members may be reappointed.

6.6. - Vacation of a member of the Executive Bureau

If the seat of a member of the Executive Bureau becomes vacant between two General Assemblies, the Executive Board may appoint a temporary replacement of this member, by cooptation. The cooptations must be ratified by the next general meeting. The powers of Coopted members shall expire at the time when would have expired mandate of the members replaced.

6.7. - Convening and holding meetings of the Executive Bureau

The Bureau may meet physically at least once every three months and whenever it is convened by its chairperson or upon requests either:

• the third of the members of the Bureau, or

• at least one quarter of the members of the association,

The Bureau is convened by letter, or by e-mail, eight days before the meeting date.

The convening notice shall indicate the agenda and the place where the meeting will be held.

However, the Bureau may meet upon verbal notice and the agenda may only be set during the meeting, if all members of the Executive Bureau are present at the meeting and if their consent is collected on the content of agenda.

A record of attendance is signed by the members of the Executive Bureau attending the meeting of the Bureau.

6.8. - Deliberations of the Executive Bureau

All decisions put to vote by the Executive Bureau shall be taken on the website dedicated to members.

All members of the association can join the discussion to prepare the decision.

Members can initiate decisions to be submitted to the vote of the Executive Bureau.

For the validity of deliberations, the effective participation of at least one third of the members of the Executive Bureau is required.

Decisions are taken by a majority of the votes of participating members.

Each member of the Executive Bureau has one vote.

In case of a tie, the Chairperson shall have a casting vote.

A member of the Executive Bureau may not have more than two proxies.

The Bureau's deliberations are recorded in minutes, drawn up without blanks or deletions on numbered pages and kept at the headquarters of the association; they are signed by the president and secretary.

As an exception, some decisions, meetings or information may remain confidential on decision of the Executive Bureau.

6.9. - Powers of the Executive Bureau

The Executive Board is invested with the most extensive powers to act in all circumstances on behalf of the association and to authorize all acts and operations that go into the oject of the association and that are not reserved to the General Assembly.

• It takes any decision necessary for the proper running of the association regarding the use of funds, resources and other assets available to the association.

• It sets the agenda of meetings and convenes them.

• He supervises the actions of officers and may request a report for their actions.

• He shall rule on all admissions and radiations of members of the association.

• However, the Board delegates to the Secretary all powers to proceed with the approval of new members of the association. But, if he would consider refusing authorization of a new member, the secretary shall notify at first the Executive Bureau to approve the final decision on that authorization.

• It shall decide on an action plan each year and on a strategic project every 5 years.

The Executive Board may delegate to one or more of its members or to third parties, members or not, any special mandates for one or more specific purposes.

6.10. - Specific powers of the Executive Bureau: conflict of interest

Any agreement between a member of the Executive Bureau or a legal person (company, association ...) in which it is directly or indirectly interested, and the association, must first be subject to a vote of the Executive Bureau, to which the member concerned does not participate.

All agreements during the past year are subject of a presentation at the annual General Assembly when submitting the activity report.

Article 7 - Members of the Bureau

The Executive Bureau consists of:

• a chairperson;

• a deputy chairperson;

• a secretary;

• an assistant secretary;

• a treasurer;

• an assistant treasurer.

If the vacancy of a member of the Executive Bureau occurs, the Executive Bureau may provide for the temporary replacement by co-optation.

The powers of Coopted members shall expire at the time when would have expired mandate of the members replaced.

7.1. – Chairperson

The chairperson represents the association in all acts of civil life and is invested with all the powers for this purpose.

• It is notably qualified to practice legal action. It can form all calls or appeals.

• It cannot transact without the authorization of the Executive Bureau deciding by a majority.

• It chairs all meetings and, in case of absence or illness, he is replaced by the Vice President and, in case of absence or illness of the latter, by the Executive Bureau Member appointed for this purpose by the Executive Bureau.

• It plans the expenses in compliance with the budget approved by the assembly of the association; however, any unbudgeted committment of an amount exceeding F.CFA 100,000 (one hundred thousand francs) must be submitted to prior approval of the Executive Bureau.

• The Chairperson shall have the power to give any delegations of signature or, within the limits of its statutory powers, all delegations of powers to any third party for one or more specific purposes.

7.2. - Deputy Chairperson

The Deputy Chairperson shall perform the duties that may be assigned to him, by reporting on to the Executive Bureau.

It replaces the Chairperson in his duties when the latter is unavailable.

With a simple notification to the Secretary, the Chairperson may give mandate to the deputy chairperson to represent the association in all acts of civil life.

7.3. - Treasurer and Assistant Treasurer

The treasurer executes the expenses and is responsible for the management of funds.

It maintains the budget control, the results of which are reported to the Executive Bureau.

It fulfills the financial reporting requirements in respect of members of the association to whom it presents, during the General Assembly, the annual accounts and the budget for the current year approved by the Executive Bureau, as well as its financial report.

It may grant all necessary signing authorities for the current operations of the association.

The Assistant Treasurer shall perform the duties that may be assigned to him, by reporting on to the treasurer.

7.4. - Secretary and Assistant Secretary

The Secretary acts as Secretary General and, as such, he is responsible for the implementation of decisions taken by the Executive Bureau.

Generally, it executes all formalities and procedures submitted to the association.

With authorization of the Executive Bureau, it approves the new members.

He writes the minutes of the meetings of assemblies and, in general, all the writings concerning the operation of association, except for those which relate to accountancy.

Assistant Secretary shall perform the duties that may be assigned to him, by reporting on to the Secretary.

Article 8 - General Assembly

8-1. Ordinary General Assembly

8-1.1. Composition of the Ordinary General Assembly

The general assembly of the association includes honorary members, sponsors and active members.

8-1.2. Convening of the Ordinary General Assembly

It shall meet at least once a year.

It is convened by the Executive Board and each time at least one quarter of its members request so.

Notices of meeting are addressed to all the members by simple letter at least fifteen days before the date of the meeting.

The members who have given their written consent and email address will receive their notice by email.

The notice convening the General Assembly is also subject of a publication on all pages of the website dedicated to members.

It must be attached to the notice:

• the agenda set by the Executive Bureau;

• the draft resolutions;

• the financial report and the moral and activity report;

• the financial statements;

• a power of attorney

8-1.3. Voting Rights

All members have access to the general assembly.

Those who have paid their dues over a month before the meeting is held shall have one vote.

Adherent members and benefactors who have paid their dues less than a month before the date of the General Assembly have access to the General Assembly with advisory capacity.

The legal persons members are represented by the person designated when joining.

The members of the association have the right to be represented at general assemblies by another member.

The power of attorney must be in the name of the designated member; however, blank proxies will be worth approval of the draft resolutions.

The power of attorney is only valid for a single Assembly; however, it may be given for two meetings held on the same day or, if the assembly was not able to decide lack of quorum, for successive assemblies convened on the same agenda.

Each member present cannot hold more than five proxies.

In case of a tie, the Chairperson shall have a casting vote.

8-1.4. Bureau

The Assembly appoints members of the Bureau, namely, a chairperson, a secretary and an assessor.

The Chairperson of the Association chairs the General Assembly.

The other members of the Bureau are chosen by the General Assembly among the members of the Executive Bureau or outside of them.

8-1.5. Voting, holding and decisions of the General Assembly

The starting dates of voting are set by the Executive Bureau and always end during the general assembly.

Minutes of meetings shall be held.

The minutes are signed by the chairperson, the secretary, and, where appropriate, by the Deputy Secretary.

They are established without blanks or deletions on numbered pages and kept at the headquarters of the association.

The general assembly shall be valid only if the participating members voting or represented, represent at least one tenth of the members of the association. If the quorum is not reached, within two weeks, there shall be the convening of a second assembly, called to approve on the same agenda, for which no quorum will be required.

Decisions are taken by a majority of the participants and represented.

8-2. Extraordinary general assembly

The extraordinary general assembly convened to approve particularly the statutory modifications, and the dissolution of the association shall consist of at least a quarter of the members on first call.

If this proportion is not reached, the assembly is convened again, but at least in a two weeks interval, and this time, it may validly deliberate regardless of the number of members participating or represented.

In any case, decisions will be taken by a majority of two thirds of the participants or represented.

TITLE IV. - MEANS OF ACTION OF THE ASSOCIATION

Article 9. - Working Groups

Working groups are groups of members having the function of ensure the implementation and monitoring of tasks.

Each working group is led by a member of the association.

Any member of the association could be entrusted by the Executive Bureau with the guidance and management of a working or reflection group about a topic or a theme relating to the activities of the association.

It makes a commitment to:

• ensure the implementation of the tasks of the working group;

• ensure the proper use of the budget assigned to the group by the Executive Bureau;

• report at least once a trimester of the progress of the group's work within the newsletter.

The working groups may be entrusted, by the Executive Bureau, the responsibility for preparing and executing a budget to fund their activities.