Wikimedia Delhi City/Bylaws

BYLAWS
OF
WIKIMEDIA DELHI CITY FOUNDATION

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This page represents a very first rough working draft for the Wikimedia Foundation Delhi Chapter. This page is likely to change frequently, and to be edited by multiple people.

Chapter 1: Definitions

In these Rules unless the context requires otherwise or separately provided, the following words shall have the meaning assigned to them herein:

• “Executive Committee” shall mean the committee as elected by the General Body and entrusted with responsibility to running the affairs of WMNCR.

• “Year or Fiscal Year” shall mean the financial year, which begins on January 01 and ends on the thirty first of December of the same year.

• “General Body” shall mean & consist of all members of Wikimedia Delhi City who have voting rights.

• “WMNCR” or “Society” shall mean the “Wikimedia Delhi City”.

• “Month” shall mean the Calendar month.

• “Office” shall mean the registered office of the Society as determined by the Executive committee from time to time

• “Office bearer” shall mean the posts of President, Secretary and Treasurer

Chapter 2: General Provisions

Name

The name of the Society shall be Wikimedia Delhi City Foundation, and it will be known as Wikimedia Delhi, Wikimedia NCR or WMNCR in short.

Address

The registered office of WMNCR shall be situated at Delhi, India. It may be shifted to any place of the country by the decision of the Executive Committee of WMNCR.

Type of Society

The Society shall be a voluntary and non-profit organization.

Geographical Base

The Chapter shall be based in National Capital Territory, Republic of India

Objectives and Goals of the Society

The mission of the Chapter is to empower and engage individuals in Delhi and the surrounding area to create, collect, and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally, via the promotion of the Wikimedia Foundation projects and other Free Content endeavors.

The Chapter shall take the responsibilities of a local chapter of the Wikimedia Foundation Inc., as an independent but mutually supportive organization. The following is a demonstrative list of projects operated by the Wikimedia Foundation:

• Wikipedia (http://www.wikipedia.org)
• Wikimedia Commons (http://commons.wikimedia.org)
• MediaWiki (http://www.mediawiki.org)
• Wikibooks (http://www.wikibooks.org)
• Wikiversity (http://www.wikiversity.org)
• Wikiquote (http://www.wikiquote.org)
• Wiktionary (http://www.wiktionary.org)
• Wikinews (http://www.wikinews.org)
• Wikisource (http://www.wikisource.org)
• Wikispecies (http://species.wikimedia.org)

Goals and Duties

The primary goals of the Chapter are as follows:

• Attracting new users to Free Content providers, especially the various Wikimedia Projects, and teaching new users to properly contribute, make use of, and distribute that content.
• Creation of new Free Content, through contributions, donations, or other legal acquisitions, especially for use with the various Wikimedia projects.
• The operation and the funding of operation of online systems for creation, collection and distribution, respectively, of Free Content. The main focus lies on the several international Wikimedia projects.
• The distribution and support of distribution of Free Content by other means, exempli gratia, in digital or printed form, with focus on the contents of the international Wikimedia projects.
• The acquisition, making available and distribution of information and public relations work relating to Free Content, Wikis and the various Wikimedia projects, through events or information literature.

The Chapter may collect funds to support the goals above, or transfer them to other tax-exempt corporations or corporations under public law, if they are used exclusively for the purposes mentioned above, and it may hold shares or be a member of such corporations.

Funds of the Chapter can only be used for purposes stated in this constitution. Its members do not, as members, get any financial benefits from the Chapter's funds. No person may benefit through spendings which are not necessary for the promotion of its aims or through disproportionately high payments.

Composition

The Chapter consists of active members of the various Wikimedia Foundation projects and other individuals and entities with common goals. All matters of the Chapter will be handled by the General Assembly and the Executive Council, as described in this constitution.

Term

A term will begin on January 01 of the year, and will end on December 31 of that same year.

Official Languages

The working language of the Chapter will be English, although translations of the documents, and other material generated by the Chapter into other languages, for use by speakers of other languages, is encouraged. Where there is disagreement between the English version of a document, and a translated version of a document, the English version is considered to be correct and binding.

Chapter 3: Membership

Types of Members

The Chapter consists of Founding Members, Individual Members, Supporting Members, Group Members, and Honorary Members.

Founding Member

Members of the Society who have subscribed to and signed the Memorandum & Articles of Association of the Society shall be called Founder Members of the Society. Founder members have all the rights & obligations as a regular member.

Individual Members

Any individual may apply for membership in the Chapter. All applicants are encouraged, but are not required, to be active members in at least one Wikimedia Foundation Project, or a related Free Content project.

Individual Members have the following rights in the organization:

1. To attend the General Assembly, both in person and via long-distance communications, and to sit-in on the meetings of the Executive Council.
2. To speak, to propose, to second and to vote in the General Assembly.
3. To participate in the elections of the Chapter, and to enjoy the rights of nominating, seconding and voting.
4. To perform initiative and referendum.
5. To participate in the activities of the Chapter.
6. To enjoy the welfare and facilities of the Chapter.

Supporting Member

A person who is above 10 years of age (but not more than 18 years of age), or not a citizen of NCR may become a Supporting Member of the Society provided:

1. He\She has submitted an application for membership to the Executive Committee;
2. His or her application has been accepted by the committee.
3. A supporting member has all the rights of a regular member but cannot become a member of the Executive Committee.

In case the person has not yet come of legal age at the time of the application, He/She will be automatically promoted to the category of active member or adjunct member when of age. These applicants must present a copy of their birth certificate, along with written permission of their parent(s) or guardian(s).

Group Members

Any group or organization (the Group) that wishes to be affiliated with the Chapter may apply for a Group Membership.

Group members may elect one individual as a representative, to attend the General Assembly, and act on the behalf of the Group. Group members are entitled to the same benefits as Individual Members.

Honorary Members

Honorary Members are individuals who, through donation or other act, have had a substantial positive impact on the Chapter, the Wikimedia Foundation projects, or Free Content in general. Honorary members must be approved by the Executive Council and confirmed by the General Assembly.

Honorary Members have the following rights in the organization:

1. To attend the General Assembly, both in person and via long-distance communications, and to sit-in on the meetings of the Executive Council.
2. To speak and to propose in the General Assembly.
3. To participate in the activities of the Chapter.
4. To enjoy the welfare and facilities of the Chapter.

Membership Application

All potential members must apply to the Chapter in the way specified by the Executive Council. All applications are subject to approval by the Executive Council. An application for membership may be denied if, acting responsibly, the rejection is considered to be in the best interests of the Chapter.

Membership is not transferable.

In order to be admitted as a member, the applicant shall:

Present an official application form, signed by the petitioner and complete with the following information:

1. Surname(s) and first name(s)
2. Date of birth
3. Address
4. Photocopy of of official voting identification issued by the Mexican Federal Electoral Institute (Spanish: Instituto Federal Electoral, IFE) or passport of native country if not a Mexican citizen.
5. E-mail address

The name(s) and surname(s) of every applicant will be accessible for the other members to consult at a location to be determined by the Board of Trustees for a period of not less than 30 (thirty) days, in order to enable the application to be challenged by any member in case that the applicant does not meet the conditions required by this article, or lacks the necessary ethical considerations.

Once the application is submitted, the Board of Trustees shall consider it according to the formal procedures including any possible challenges. The Board of Trustees is entitled to request from applicants information beyond that established in the application form, and rule on the applicant's admission or rejection during its next meeting.

In case of rejection, the applicant may resubmit the application during the next Ordinary Assembly meeting. The Assembly may approve the application by simple majority.

Membership Duties

　All members have the following duties:

1. To abide by the constitution, bylaws and all other regulations of the Chapter.
2. To follow the decisions made by the General Assembly and the Executive Council.
3. Not to do anything which harms the Chapter.

Termination of Membership

An individual membership, honorary membership, or group membership may be terminated by the Executive Council if:

1. The member dies, or the organization ceases to exist,
2. The member or organization resigns,
3. Any sum due to the Chapter by the group is not received in a timely manner,
4. The Executive Council determines it to be in the best interests of the chapter, for a reason that will be specified in writing.

Chapter 4: General Assembly

Time and Place

The Chapter should meet four times per year, and no less than once per year. Meetings will be held in NCR at a place selected by the Executive Council or via telecommunications such as Internet Relay Chat and conference calls. However, at least one meeting per year must be held in person.

The time and place of the meeting, including a preliminary agenda, must be specified no later than two weeks in advance. Members who do not attend the meeting abstain from all business of the meeting, unless specific provisions have been made prior to the meeting.

Roles of the General Assembly

Responsibilities and powers of the General Assembly shall include but not be limited to the following:

1. Amendment of the Constitution;
2. Supervision of the implementations of the Constitution;
3. Discussion and passage of general reports from the previous or current Executive Council;
4. Discussion and passage of financial reports from the previous or current Executive Council;
5. Selection of the Executive Council

Quorum

A quorum consists of:

• One third of the total membership of the Chapter, or
• Ten Members

Members who wish to participate via proxy, who can participate in the meeting via telecommunications, have made specific provisions for the meetings in advance, or who have consented to not be present at the meeting in writing shall be counted towards the quorum.

Procedures of the General Assembly

A meeting of the General Assembly shall be declared aborted and rescheduled if a quorum is not present. The chairperson of the General Assembly shall be the President of the Executive Council, or another individual appointed by the president and approved by the Executive Council.

Any vote of the General Assembly will be conducted by either a show of hands or a poll, to be decided by the Chairperson. Such polls must take into account votes cast via proxy, votes cast via telecommunications, and votes provided in writing prior to the meeting.

In the event of a voting equality, the Chairperson shall determine the outcome of the vote.

The General Assembly shall be adjourned upon the passage of a resolution to adjourn.

Chapter 5: Executive Council

Roles of the Executive Council

The Executive Council (Executive) is responsible for the everyday administration of the Society. It reports to the General Assembly. Members of the Executive Council are authorized to represent and to conduct business on behalf of the Chapter.

Composition of the Executive

The Executive will consist of at least 5 members, to be no more than 10% of the total membership of the Chapter:

1. President
2. Vice-President
3. Secretary
4. Treasurer
5. Additional members, as required.

In the event that the total membership of the Chapter is fewer than 20 individuals, the Executive Council is disbanded except for the President and the Secretary. In these cases, decisions of the Executive Council will be made by majority of the Chapter and executed by the President.

Honorary Members may not be members of the Executive Council.

Signatories

(Order) Serial No., Name, Age, Occupation

1. Mayur Kumar, 23, Mechanical Engineer
2. Vaibhav Jain, 13, Student

Powers of the Executive Committee

1. The control, administration and management of the Society, its properties, funds, assets and the institution shall vest with the Executive Committee.
2. The Executive Committee is entrusted with the responsibility of managing the Society properties, and fulfillment of the aims and objects as contained in the Memorandum of the Society as amended from time to time , and to this end take and implement decisions, including appointment, removal etc., of staff, consultants etc., procure funds and invest them profitably and prudently, to lease out, acquire, develop, alter, alienate or sell the properties of the Society in the best interest of the Society.
3. To regulate the Income and Expenditure of the Society in the best interest of the Society.
4. To maintain and regulate day to day accounts and to conserve and improve its resources and properties.
5. The members of the Executive Committee shall have equal voice in all matters concerning the running of the Society and right to look into its accounts & documents and to make proposals for ensuring efficient management of the Society, its funds and properties, in fulfillment of the objectives of the Society.
6. To open, operate and close Bank account(s) with any Scheduled Bank(s) including making and withdrawing investments, deposits, taking loans with or without interest and with or without security etc., including Bank operations (Cheque signing powers).
7. To approve and recommend Budgets, Audited accounts & the report of the Auditors thereon and Annual activity reports to the members at their Annual General Meeting for consideration and approval.
8. To frame, approve and modify Working procedures/manuals (Administrative, Finance & Accounts, etc.) for day to day smooth running and functioning of the Society, from time to time.
9. To do all such acts, deeds, etc. as are necessary and, in consonance with the above powers and as per direction given by & superintendence of, the General Body in the larger interest of the Society.

Power of Office Bearers

The term of the office bearers (President, Secretary & Treasurer) shall be two years at a time. An office bearer can be re-elected for further term(s) of two years, provided there shall be a gap of one year after every continuous four years of involvement. The powers and responsibilities of the office bearers are described below:

President

1. The President shall be the head of the Society.
2. The President shall preside over the meetings of the Executive Committee and General Body meeting of members unless otherwise decided by the members and conduct its deliberations.
3. Convene meeting of the Executive Committee and General Body, as contained in these rules.
4. The President will advise the Secretary on all affairs for proper functioning of the Society. He/She will supervise all the activities of the Society, shall provide direction and may ask for clarification on any matters related to the interest of the Society.
5. In the council or Executive committee meetings, president will give deciding vote when necessary.
6. Appointments of staffs, consultants and advisors, both full time and part time, shall be first approved by the President or as may be directed by the Executive Committee from time to time.
7. The president shall sign or authenticate all notices, communications, letters, memorandum and other papers, whether they are acts of the Executive Committee, or of the General Body, or of any officer of the Society, and when so signed or authenticated it shall be conclusive.
8. The president shall operate the Bank Account(s) of the Society jointly with the Secretary and the Treasurer, or with such persons as are authorized by the Executive Committee.

Secretary

1. The Secretary shall be the chief executive of the Society.
2. S/he will be responsible for proper functioning of the Society and exercise all necessary powers and control over the functioning of the Society, (subject to superintendence, control and directions issued by the President, the Executive Committee and/or the General body of Members from time to time) for regular running of and exercise control & supervision of/on the administration of all the affairs of the Society. The Secretary shall consult or may seek direction from the President for the affairs related to the proper functioning of the Society.
3. All payments on behalf of the Society shall be first approved by him before the payment is made and shall be responsible for collection of all dues to the Society.
4. All expenses incurred by the Secretary, in connections with the Society's work, shall be approved by the President or the Treasurer or other Executive Committee Member as may be so decided.
5. All expenses of over Rs.20,000 shall be first approved by the President and all expenses of over Rs.50,000 shall first be approved by the Executive Committee.
6. The Secretary shall maintain minutes of all Meetings of the Society, Executive Committee and committees thereof.
7. S/he shall prepare reports on the activities of the Society, (Quarterly, Annual or for any other period(s) as may be required) and submit it to the Executive Committee/General Body of Member.
8. The Secretary shall discharge all such other duties as are incidental to his office and as per directions of the President (Head of the Society), the Executive Committee and the General Body from time to time.
9. The Secretary shall circulate all notices, communications, letters, memorandum and other papers and shall be responsible for all communications within or outside the Society.
10. S/he may appoint Staff, Consultants and Advisers both full time and part time for proper functioning of the Society subject to approval of the President and as per rules framed hereunder if any and as per decisions of the Executive Committee.
11. S/he shall represent the Society in all legal proceedings.

Treasurer

1. The Treasurer shall maintain proper accounts of the funds, assets and such other items controlled by the Society.
2. Be in charge of and responsible for maintenance of Assets, books of accounts, records and all documents relating to the Society.
3. S/he shall be the custodian of all records, accounts, books and properties of the Society and shall produce Books of Accounts, Records and provide/furnish any other information requested for purposes of audit and/or inspection by any authority.
4. S/he shall be responsible for overseeing any procurement requirements of the Society and also sponsorship agreements with other Professional and Corporate Bodies.
5. S/he shall prepare and submit periodical Accounts of the Society to the Executive Committee.
6. S/he shall be responsible for getting the Accounts of the Society audited and attend to all or any accounts related matters.
7. The Treasurer shall discharge such functions and duties as are assigned to him or her by the President Head of the Society), the Secretary (Chief Executive) and/or the Executive Committee and General Body from time to time.

Chapter 6: Finance

Fiscal Responsibilities

The chapter shall never allow it's expenditures to exceed its available funds and revenue. The Chapter shall avoid fiscal deficits, and will cease all expenditures if a deficit should arise, until such time as the Chapter no longer is in debt.

Membership Fees and Dues

There shall be no membership fee. But Group fees may apply. Where possible, all income of the Chapter should be derived from fund raisers or donations, not group fees.

Fiscal Year

The fiscal year of the chapter shall coincide with the term of the Chapter.

Application of Assets

The assets and incomes of the Society shall be used solely for the achievement of the objectives of WMNCR, no portion of it shall be used for payment to the Members of the Executive Committee or the Members of the Society by way of profit, dividend, interest, loan etc. except as reimbursement of expenses incurred by them in connection with the business of the Society and as a reasonable remuneration for any specific professional service(s) rendered (if any).

Bank Account

The funds of the Society shall be deposited in one or several bank accounts. The bank accounts will be opened in joint signature of President, Secretary and Treasurer. Bank accounts will be operated by joint signature of Treasurer & any one of the remaining two signatories (President or Secretary). Treasurer will keep detailed accounts of the Society funds. He will also be responsible for submitting a report on Society funds in quarterly meetings. Donations or membership fees can only be collected with proper receipt.

Chapter 7: Dissolution

Any act of Dissolution of the Chapter shall require approval of three-quarters of the General Assembly.

Before the Chapter is dissolved, the President of the Executive Council must explain to the Members the financial situation and the consequences of the dissolution. All remaining assets must be donated to charities or non-profit organizations similar to Wikimedia Delhi City.

Chapter 8: Indemnity

1. Every member of the Executive committee including and any person(s) authorized by them shall be indemnified out of the funds of the Society against all losses, claims, damages and expenses incurred in the discharge of duties of their office and carrying out instructions issued by the Society or Executive Committee as the case may, except cases of action taken without the specific approval of the Society or the Executive Committee as the case may be.
2. Every member of the Executive Committee including any person(s) authorized by them and the General Body disclaims any power of control over the content and internal procedures and processes of specific Wikimedia projects and shall not be held liable for such content.
3. Wikimedia Delhi City is an entirely separate organization from Wikimedia Foundation, Inc. registered in USA and it can not be held responsible and/or liable for any content or activities of any of the projects or websites of Wikimedia Foundation, Inc. at present or in future.

Chapter 9: Interpretation and Amendment

The interpretation of this document, unless otherwise bound by explicit resolutions, is reserved for the General Assembly.

The General Assembly has the right to amend this document.

Any proposal to amend this document should be discussed and approved by the Executive Council, and submitted to the General Assembly for final discussion and vote.