Wikimedia Community User Group Georgia/Bylaws/2022

This is a proposed new version of the UG's (in the future chapter) charter that has not been confirmed by Ministry of Justice of Georgia.

Article 1

General Provisions

1.1. Wikimedia Georgia (hereinafter referred to as the "Organization") is a non-profit (non-commercial) membership-based legal entity established under the Civil Code of Georgia, which operates in accordance with the Constitution of Georgia, the Georgian legislation, international norms, and the present Charter.
1.2. The Organization is considered founded from the moment of its registration in the Registry of Entrepreneurial and Non - entrepreneurial (Non-commercial) Legal Entities.
1.3. Legal form of Wikimedia Georgia is the non-profit (non-commercial) legal entity, and its legal address is Apartment N11, Building 7, Quarter I, Micro/District XI, Zgvisubani Settlement, Tbilisi, Georgia.
1.4. Name of the non-profit (non-commercial) legal entity:
a) “Wikimedia Georgia” or “ვიკიმედია საქართველო“.
b) Short name in English: "WMGE".
1.5. Deriving from its goals, the Wikimedia UG Georgia shall operate on the entire territory of Georgia, as well as abroad.
1.6. E-mail address of the Organization is: info@wikimedia.ge
1.7. Organization has its own property, as well as its own bank accounts in banking institutions both in the national and foreign currencies. The organization has the authority to acquire property rights and personal non-property rights; conclude agreements; establish branches and representative offices both in Georgia and abroad in accordance with law; own, use, and dispose of its assets; take part in economic activity in accordance with the Georgian legislation and the goals of the organization; and be a plaintiff or a defendant in an arbitration court and a court at any stage of the proceedings.
1.8. The organization shall be independent of the condition of its founding member(s) and the person(s) authorized to represent it. The organization’s liability shall be limited to its property. The founding members, as well as the person(s) authorized to direct and represent it, shall not be liable for the organization’s obligations. At the same time, the organization shall not be liable for the personal obligations of its members, as well as for those of the person(s) authorized to direct and represent it.

Article 2

The Goal and Objectives of the Activity of the organization

2.1. The main goal of the "Wikimedia Georgia" is promoting creation, accumulation, development (updating, systematization, structuring), dissemination and reflection in international projects of any encyclopedic, educational, scientific, reference information and other knowledge generally available and permitted.
2.2. In order to achieve the above-mentioned goal, the organization aims at accomplishing the following objectives:
2.2.1. Raising money through charity to fund the organization's work and programs;
2.2.2. Participation in the legislative process and cooperation with state authorities;
2.2.3. Distribution and promotion of the works of various authors under the author's permission or with the appropriate free license, which allows any person to distribute the works of any author legally, without paying royalties to the author, including in digital or print form.
2.2.4. Providing assistance in acquiring rights to the works of various authors under conditions that allow any person to distribute these works legally in Wikimedia projects, without paying a fee to the author, in any form including digital form.
2.2.5. Informing the public about the activities of the organization through informational-literature, mass media, social networks and other sources of public information.
2.2.6. Organizing academic events as well as participating in academic events of other organizations.
2.2.7. Ensuring activities available through the Internet and other telecommunications in order to create, collect, develop and disseminate knowledge.
2.2.8. Cooperation with local and foreign organizations that have similar goals and objectives.
2.2.9. Ensuring of publishing activities, production and distribution of photographic and other products in accordance with the goals of the organization.
2.2.10. Protecting and representing the interests of individuals affiliated with the organization, through the development of programs, in relevant administrative bodies, courts and local / international organizations.
2.2.11. Providing social and other assistance to the members of the organization and other persons related to the fields of activity of the organization, for the implementation of their activities.
2.2.12. Ensuring diversity and involvement in the membership and governance of the organization.

Article 3

The Form of activity of the organization

3.1. The Wikimedia Georgia shall carry out any activity that is not prohibited by law.
3.2. Organization has the authority to carry out an auxiliary economic activity, the profits from which must be used for the achievement of the goals of the organization. It is impermissible to distribute the profits derived from such an activity among the founding members, members and donors of the organization, as well as among the persons authorized to direct and represent it.
3.3. The branches and representative offices of the organization are not independent legal entities. They only use the property owned by the organization and act in accordance with this charter. The property of the branches and representative offices is recorded both separately and on the balance sheet of the organization. Heads of branch and representative offices are appointed by the Executive Director of the organization, who act on the basis of granted authority.
3.4. Branches and representative offices shall act on behalf of the organization. The organization shall be responsible for activities of its branches and representative offices.
3.5. In order to achieve the goals and objectives set forth in this charter, organization may establish other non-profit organizations, join various associations and unions. In addition, the organization has the right to cooperate with international and foreign public or non-profit organizations.

Article 4

The property of the organization

4.1. Organization may have different movable and immovable property under its ownership in accordance with the Georgian legislation.
4.2. Property and financial resources of the organization include: regular membership fees by members (including founders); donations from individuals and legal entities; grants and other types of lawful income which is obtained by the organization to achieve its objectives.
4.3. It is impermissible to distribute the property of the organization among the founders, members of the Governing Bodies, or sponsors, as well as to use the organization’s resources unlawfully.
4.4. The property of the organization may only be used for the achievement of the goals envisaged in this charter.
4.5. The property owned by the organization can be alienated if the alienation serves charitable purposes, organization’s activities, its organizational development or promotes its goals.

Article 5

Membership, members' rights and obligations

5.1. Member of the organization can be any adult individual or legal entity, that shares goals and objectives set forth in this charter.
5.2. All members of the organization have equal rights and obligations. The membership of the organization may not be transferred to third parties.
5.3. Procedure for admission to the organization:
5.3.1. The new member of the organization is accepted by the Board of Trustees, based on their application submitted to the Chairman of the Board of Trustees.
5.3.2. Admission of a new member to the organization takes place at the nearest meeting of the Board of Trustees, by a majority of votes of the board members (3 members).
5.4. Rule of expulsion from membership of the organization:
5.4.1. The decision to expel the member from the organization is made by the Board of Trustees at the nearest meeting, by a majority of votes of the members (3 members).
5.4.2. The member’s decision to leave the organization will be confirmed at the nearest meeting of Board of Trustees.
5.4.3. The grounds for termination of membership:

• Written notice;
  
• Violation of this charter;
  
• Obstructing the implementation of the activities and goals of the organization;
  
• Recognition of a member as a legally incapable, missing or dead by a court decision;
  
• His/her/their death.
  

5.4.4. If a member leaves the organization, he / she / they will not be reimbursed for the property voluntarily transferred to the organization and the membership fee.
5.5. Rights and obligations of the members of the organization:
5.5.1. The right to participate in the activities of the organization and to be members of the General Forum of the organization;
5.5.2. The right to receive information about the activities of the organization in accordance with the rules established by this charter;
5.5.3. The right to terminate membership of the organization;
5.5.4. The right to communicate organization’s governing bodies (the General Forum, the Board of Trustees and the Executive Director) on any matter related to the activities of the organization;
5.5.5. The right to submit an initiative to a General Forum;
5.5.6. The right to transfer their property to the organization;
5.5.7. The right to elect members of the governing bodies and to nominate their own candidates for membership in the governing bodies;
5.5.8. Obligation to comply with this charter, decisions of the governing bodies of the organization and the law;
5.5.9. Obligation to propagate the goals of the organization;
5.5.10. Obligation to not to disclose confidential information related to the activities of the organization;
5.5.11. Obligation to protect the organization's reputation;
5.5.12. Obligation to pay the membership fee in accordance with established procedure and amount;
5.5.13. Obligation to provide the governing bodies of the organization with all the necessary information on issues related to the activities of the organization;
5.5.14. Obligation to attend the sessions of the General Forum.

Article 6

Organization's governance, management and representation

6.1. The governing body of the organization is the "General Forum of Wikimedia Georgia" (hereinafter referred to as the "General Forum").
6.2. The executive body of the organization is the "Board of Trustees of Wikimedia Georgia" (hereinafter referred to as the "Board of Trustees").
6.3. The authority to represent the organization is vested in the Executive Director of the organization (hereinafter referred to as the "Executive Director").
6.4. Detailed information on the members of the Governing Bodies of the organization is described in Appendix I.

Article 7

General Forum

7.1. The main governing body of the organization is the General Forum, whose members are all members registered in the organization. A General Forum meeting is held as needed, but not less than once a year.
7.2. The competence of General Forum includes following issues:
7.2.1. Amendments to the organization’s charter and their approval (including the approval of new version of the charter);
7.2.2. Formation of the governing / managing bodies of the organization and termination of the term of office of their members;
7.2.3. Reorganization decision;
7.2.4. Liquidation decision;
7.3. General Forum is authorized if it is attended by at least ½ members of the organization. General Forum decisions are made by secret ballot. Each member has one vote and the transfer of votes to another person is not allowed.
7.3.1. General Forum needs 3/4 of the members attending the General Forum meeting to make decisions regarding the issues covered by article 7.2.1. of this charter. The decision on liquidation and reorganization of the organization is made by 80% of the votes of the attending members. General Forum needs simple majority of votes to decide on other issues.
7.4. General forum special meeting can be called by a petition of 1/3 of the members of the General Forum or by initiative of the Board of Trustees.
7.5. All members must be notified in advance of the invitation to the General Forum in writing, by text message, e-mail or other means of communication. In addition, there must be a post on the official Wikimedia blog, at least a week before the Forum meeting, indicating the agenda and meeting place.

Article 8

Board of Trustees

8.1. Board of Trustees manages the activities of the organization.
8.2. Board of Trustees consists of 5 members elected for two years.
8.3. Members of the Board of Trustees are elected by the General Forum for a term of two years. They shall be elected in accordance with the general decision-making procedure referred to in articles 7.3. and 7.3.1. of this charter.
8.4. The activities of the Board of Trustees are managed by a Chairman elected from among the members of the Board of Trustees for a term of 2 years. 60% of the votes of the members of the Board of Trustees are required to elect the Chairman.
8.5. In case of resignation of the Chairman of the Board of Trustees, or otherwise early termination of his / her / their authority, the Board of Trustees shall immediately call special meeting to elect the Acting Chairman of the Board of Trustees. Special elections of the Board of Trustees will be appointed to fill the vacancy. After the special elections, the elections of the Chairman of the Board of Trustees are re-appointed.
8.6. In case of resignation of any member of the Board of Trustees, or otherwise early termination of his / her / their term of office, special elections of the Board of Trustees shall be appointed to fill the vacancy.
8.7. The term of membership of the members elected by the special elections of the Board of Trustees shall be determined in accordance with the term of office of the current Board of Trustees.
8.8. Meetings of the Board of Trustees are held as needed. The meeting of the Board of Trustees is appointed at the initiative of the Chair of the Board of Trustees or at the request of at least 1/3 of the members of the Board of Trustees.
8.9. The Board of Trustees is authorized if it is attended by more than half of the members. The decision of the Board of Trustees is made by consensus. If no consensus is reached, a vote shall be taken. In the event of a vote, the decision shall be taken by a majority of votes.
8.10. The remote meetings of the Board of Trustees is held once in two month. The date and exact time are set by the members in advance collegially.
8.11. The authority of the Board of Trustees includes:
8.11.1.Determining and approving the organization's strategy, main activities, plans, programs and budget;
8.11.2. Approving the cost and balance of the organization;
8.11.3. Creating working groups and appointing their coordinator, as well as dismissing them;
8.11.4. Hearing the reports of the persons elected and appointed by the Board of Trustees;
8.11.5. Admission and expulsion of a member of the organization;
8.11.6. Submitting a draft of amendments and additions to the charter at the Forum for approval;
8.11.7. Election of the Chairman of the Board of Trustees of the organization for a term of 2 years;
8.11.8. Dismissal of the Chairman of the Board of Trustees of the organization (by approval of a 80% of the votes of the all members of the Board of Trustees);
8.11.9. Appointment of the Executive Director of the organization for a term of 3 years, by a majority of votes of the members of the Board of Trustees and dismissal early by 80% of the members of the Board of Trustees;
8.11.10. Opening of branches and representative offices;
8.11.11. Determining of the membership fee;
8.11.12. Cooperation with international and local organizations;
8.11.13. Appointing of a representative at local and international events, conferences and other meetings;
8.11.14. Monitoring the activities of the organization;
8.11.15. Making decisions on other issues that do not fall within the competence of the Forum and the Executive Director under this Charter;
8.12. Membership of the Board of Trustees is voluntary and not subject to remuneration;
8.13. A member of the Board of Trustees of the Organization may hold a remunerative position in the Organization other than the position of Executive Director and his / her / their Deputy;

Article 9

Executive Director of the organization

9.1. Executive Director is responsible for directing and representing the organization within the limits of the authorities granted by this charter. Executive Director is appointed by the Board of Trustees in accordance with the rules established by this charter. Director shall act on behalf of the organization and represent it in dealings with third parties. The Director is obliged to conduct the organization’s activity with due diligence and in good faith, on the basis of the applicable legislation and the present Charter. If he/she/they fails to fulfill his/her/their obligation, he/she/they shall be obliged to compensate for the damage done to the organization by such action or inaction in accordance with the applicable legislation.
9.2. Executive Director is accountable to the Board of Trustees.
9.3. Executive Director:
9.3.1. Acts on behalf of the organization and represents it in dealings with third parties, both within and outside the country. Enters into contracts on behalf of the organization;
9.3.2. With the consent of the board of trustees, acquires, alienates and provides real estate as security on behalf of the organization;
9.3.3. Manages the financial and material resources of the organization, is responsible for their proper use, signs the relevant official and financial documents;
9.3.4. Opens and manages all types of bank accounts on behalf of the organization. Communicates with various state or financial institutions, including banking institutions and signs relevant documents. In addition, ensures the legality of the financial activities of the organization;
9.3.5. Issues orders, directives and gives instructions to employees of the organization;
9.3.6. Appoints and dismisses employees of the organization. Determines the amount of their remuneration, conditions and hourly workload;
9.3.7. Submits the main directions, plans, programs and annual activity reports of the organization for approval to the Forum;
9.3.8. Coordinates the administrative and program activities of the organization. Guides the development of projects and ensures their implementation;
9.3.9. Appoints heads of branches and representative offices;
9.3.10. Ensures the implementation of the decisions of the General Forum and the Board of Trustees.
9.3.11. Performs other functions defined by this charter.
9.4. In the event of the resignation of the Executive Director, or otherwise early termination of his / her / their term of office, the Board of Trustees shall immediately convene special meeting to appoint a new Executive Director.
9.5. In case of absence, resignation or otherwise early termination of the Executive Director’s term of office, his/her/their duties are temporarily performed by the Deputy Executive Director.

Article 10

Changes and amendments to the Charter and its entry into force

10.1. Amendments to the Charter of the Organization (including new edition) shall enter into force from the moment of its registration in the Registry of Entrepreneurial and Non - entrepreneurial (Non-commercial) Legal Entities.
10.2. Changes and additions to the charter of the organization (including the new edition) can be made only by the approval of 3/4 of the members present at the General Forum meeting, in accordance with Article 7.3. of this charter.

Article 11

Liquidation and Reorganization

11.1. The decision to liquidate and reorganize the organization is made by the approval of 80% of the members present at the General Forum meeting.
11.2. Liquidation and reorganization is carried out by the Board of Trustees in accordance with the legislation.
11.3. The property of the liquidated organization must be expressed in monetary value, and creditors must be satisfied. The remaining property shall be transferred to another non-profit legal entity with similar goals on the basis of a decision of the Board of Trustees.

Article 12

Final Provisions

12.1. The working language of the organization is Georgian.
12.2. This charter (Founders' Agreement) enters into force upon signature by all founders.
12.3. Recognition of a norm of the present Charter as invalidated (null) shall not affect the validity of the entire Charter.
12.4. In case of any inconsistency between this charter and the legislation of Georgia, the law shall apply.