Wikimedia Egypt/Proposed by-laws
This is a draft for the by-laws of the Wikimedia Egypt chapter. As that's the proposed name of the Wikimedia chapter that will be founded in Egypt.
Wikimedia Egypt is a non-profit independent organization based in Egypt. The organization aims to:
- Develop, execute and maintain a clear outreach strategy that reinforces and expands the base of Wikimedia project users and contributors in Egypt. Priority is given to universities and educational institutes;
- Coordinate partnerships and activities that ensure a better development of translation and technical issues related to Arabic language;
- Becoming active in field of licensing of written materials in the Arab world;
- Membership in the organization is open to everyone either residents of Egypt or persons living abroad - different terms of membership apply to persons living abroad or expats;
- Members are required to indicate their area of interest and tracks they will help develop in line of the chapter mission;
- Membership is open to both persons and institutes. Membership is free for students; other terms may apply for other entities. Governmental institutes are welcomed to carry out partnerships but cannot become members. Institution members can pay their fees in terms of an in kind compensation;
- Four meetings are held per year. Absence of Egyptian residents in 2 more meetings automatically cancels the membership;
- A member can terminate his/her membership by sending a written message to the board;
- A membership will end if the member dies, resigns, didn’t pay membership fees for continuous period of not less than one year, or has been expelled by a vote of 2/3 of the directors;
- Every member is encouraged to attend the annual meeting, but only residents of Egypt are allowed to vote;
- The directors have the right to reject any membership application within 30 days of its receipt and return to the applicant any fees submitted with the application;
- The rate of the fees shall be determined by the board of directors and may be changed by them at any time;
- Attend the General assembly meetings;
- Speak, propose and second in the general assembly meetings;
- Participate in the elections of the chapter, nominate and vote -applies only for Egyptian nationals;
- Participate in the activities of the chapter;
- Become an affiliate that can conduct outreach and/or present the chapter in coordination with the board;
- Follow the rules, bylaws and regulations by the chapter.
- Follow the decisions made by the board of directors and/or general assembly.
- Pay the membership fees on time.
- Not to do anything that harms the chapter.
Suspension and Expulsion of Members
A member who refuses or neglects the organization’s rules and regulations may get one of the following:
- Suspend the member from membership of the organization for specified period.
- Expel the member from the organization.
The above actions take effect after:
- The Board of Directors meets and confirms the penalty.
- If the member appeals by sending a written letter or arrange a meeting with the board, the board should revise his appeal within 30 days and confirm or revoke the penalty.
- The member receives a written notice stating the decision made by the board and the reasons on which they made the decision.
- The Board of Directors is the executive and administrative body of the chapter.
- All directors should have minimum age of 18 years and legally able to sign contracts.
- The minimum number of Directors is five and if the number falls down for any reasons the other directors have to appoint individuals as needed to maintain the number.
- The Board of Directors may appoint an adviser who will advise the Board which will not officially represent the chapter and can’t vote as Board member.
- The number of advisers shall not exceed the number of the Board members.
- 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.
- The director shall be determined on the following basis:
- Up to five directors may be elected by the voting members.
- The Board of Directors may appoint additional directors as needed.
- Director’s term shall be one year from the date of appointment and nothing in these bylaws limit the reappointment of a member for additional terms
- Any director maybe removed from the office by 2/3 votes of directors or 2/3 votes of members.
- The Board shall have at least four meetings during the year; these meetings can be called by the president or more than 50% of the directors. The decisions are taken by a simple majority of the members present at the meeting, and in case of tie the president vote is decisive.
- All Board members should be notified by the meetings dates and times not less than fourteen days prior the meeting.
- The Board meetings may be held by teleconferencing, and by real-time internet-based communications.
- The Secretary should keep the minutes of these meetings and the decisions took in it together with a record of the names of persons present at the meetings.
- Executive council is responsible for the daily administration of the organization. They are authorized to represent and to conduct business on behalf of the chapter.
- The executive council consists of:
- Vice President.
- Vice Treasurer.
- Vice Secretary.
- All members of the Executive Council should have minimum age of 18 years except the Treasurer and the Vice Treasurer should have minimum age of 21.
- The members of the Executive Council shall be elected from their own number by the Board of Directors.
- An Executive Council member can be re-elected to his/her position.
- An Executive Council member shall last in his/her position till one of the following happens:
- The member dies.
- The member resigns his/her position.
- The member’s term expires after one year of his election.
- The member has been removed by a vote of 2/3 of the Board of Directors.
- The Board of Directors may create other needed positions, as well as remove any of the pre-mentioned positions.
- The Board of directors may establish such committees as required to fulfill the organization’s purposes.
- Each committee should have at least one member from the Board of Directors.
- Decisions made by committees shall not affect the general decisions made by the Board of Directors unless they are authorized by the Board.
Annual General Assembly Meeting
- The general assembly shall meet annually at any date between January 1st and March 31.
- A notice of the general meeting must be sent to all members at least 1 month before the meeting by post-mail or E-mail. The notice shall include the agenda of the meeting.
- 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.
- Every member has the right to submit a suggestion that should be sent to the Board of directors not later than December 31, the year before the meeting.
- Every member has one vote. All members has the right to attend the meeting to speak and suggest to the general assembly.
- Decisions of the general assembly are made through simple majority of casted votes.
- In the event of a voting equality, the President shall determine the outcome of the vote.
- Membership on the Board and nominating committees is open to every member who is a natural person and Egyptian resident.
- A member can’t vote if he didn’t pay the membership fees.
- No loans shall be contracted on behalf of the organization and no evidence of indebtedness shall be issued in its name;
- Funds from governmental entities are not allowed at the first 5 years of founding the chapter;
- The chapter has the right to carry out fund raising events inside and outside its area of action;
- The board has the right to refuse funds from certain entities without claiming reasons;
- All funds received by the Association shall be deposited from time to time to the credit of the Association 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 Egypt;
- The Executive Council of the organization shall be the signing officers, and any two thereof shall sign all checks, drafts, or other orders for the payment of money by the organization;
- The chapter shall never allow its expenditures to exceed its available funds and revenue;
- The President of the board and the treasurer’s signature legally binds the organization;
- The financial year and year of activity is the same as the calendar year;
- The seal, an impression whereof is stamped in the margin hereof, shall be the seal of Wikimedia Egypt.
- The common seal of the Association must be kept in the custody of the Secretary.
Custody and Inspection Of Records
- The Secretary must keep in his or her custody or under his or her control all books, documents and securities of the organization.
- All accounts, books, securities and any other relevant documents of the organization must be available for inspection free of charge by any member upon request.
- A member may make a copy of any accounts, books, securities and any other relevant documents of the organization.
Amendment of the by-laws
The organization’s by-laws can only be amendment at an ordinary meeting of the General Assembly, with simple majority of casted votes.
A 2/3 majority vote at two consecutive annual meetings of the General Assembly is required for dissolution of the association. Upon dissolution, all assets of the association will be transferred to Wikimedia Foundation, Inc.