ARTICLE I: GENERAL
Section 1: General
This bylaw is made in reference to section 15 of Wikimedia Indonesia 2008 Articles of Incorporation and will serve as a detailed regulation for all the things that has not been laid clear in the Articles of Incorporation.
Section 2: Efforts
In order to achieve its goal, Wikimedia Indonesia ("the Association") could do the following efforts:
- Strengthening the relationship between members and potential members through regular meeting. This meeting may take form as an assessment and guidance to enhance the quality of knowledge of the Association's goal.
- Commencing and participating in seminars, trainings, and other public events in accordance with the Association's effort to educate the public about the Association's projects in providing free knowledge content.
- To increase public awareness about the existence of free knowledge contents.
- Discovering the ways to simplify the contributors in sharing their knowledge through Wikimedia projects.
- To produce articles, papers, book, CD, DVD, or any other form of products based on collective knowledge from Wikimedia Projects.
- To fund official activities and travels on behalf of the Association whether it is in country or abroad for the purpose of comparative study or to achieve the Association's goal.
- To accept and to distribute donations from other party for the Association's need and activities.
- To increase and to optimize the Association's funding management to the extent that it will benefit greater good of the general public through free knowledge projects supported by the Association.
Article II: MEMBERSHIP
Section 3: Types of Membership
The member of the Association will consist of:
- Regular members
- Extraordinary members:
- a. Honorary members
- b. Foreign (non-Indonesian) citizen members
- c. Corporate members
Section 4: Regular member
The people who could become regular members of the association's are:
- An Indonesian citizen and fulfill all membership requirements according to section 6 of this bylaw.
- The founders of Wikimedia Indonesia, who automatically become a regular member for life. If the founders decided to resign from their membership, in order to retain their membership they will need to go through membership requirements according to procedure laid out on section 6 of this bylaw.
Extraordinary members consist of:
- Honorary members
- (a) Someone who is not a regular member, but considered to have a great contribution to the Association, can be elected as an Honorary member.
- (b) A regular member considered to have an exceptional contribution to the Association, can be appointed as an Honorary member.
- (c) Proposal to elect an Honorary member will be done by the Board of Executives or at least one third of regular member, and/or the founders not holding part in the Board of Executives and have become a member for at least 3 (three) years.
- (d) The election and the termination of a Honorary member will be decided by the Board of Executives subject to Board of Trustees approval.
- Foreign citizen members
- Someone who is a foreign citizen and adult according to the Indonesian law and and fulfill all membership requirements according to section 6 of this bylaw.
- Corporate Member
- Corporate Member is a corporation and is not recognized as an individual.
Section 6: Membership Acceptance
New member applicants are required to comply to the following procedures and requirements:
- General requirements:
- (a) Fill in the membership request form consists of personal data of the applicant's name, address, occupation, and other information needed, also the name of referral if the new applicant is referred by other existing member of the Association.
- (b) The application data will officially be announced by the Board of Executives for at least 7 (seven days) after the date of application acceptance.
- (c) No written objection with the reason of disapproval given to the application by other member of the Association.
- (d) Approved by the Board of Executives.
- (e) Once accepted as a member, the applicant must fulfill their duty to pay the tuition and other administrative requirements with the total amount decided by Board of Executives subject to Board of Trustees approval.
- Priority to accept regular member is determined by chronological list as the member application submitted, unless other strong reason is given, the Board of Executives could override the priority list.
- Acceptance or denial decided by the Board of Executives will be in given in writing to the applicant and will be announce.
- An applicant whose membership request is denied by the Board of Executives may submit another request after 3 (three) months from the date mentioned in the letter of denial.
- For acceptance of a foreign citizen membership, special additional requirement is needed, as follow:
- (a) The applicant have a good behavior, support local ethic, and willing to mingle with the other member of the association.
- (b) The applicant must have working permit or living permit in Indonesia.
- Additional terms and conditions of a corporate member:
- (a) Corporate membership valid for 5 (five) years.
- (b) The Corporate legal entity must be valid and fulfill all terms and condition as a corporation.
- (c) Board of Executives subject to Board of Trustees approval can determine other terms and conditions for corporate membership.
Section 7: Duration of Membership
- The membership of a Regular member will valid as long as they are registered and fulfill the membership requirements.
- Membership duration for foreign citizen will be decided by the Board of Executives.
- Membership duration for corporate members are 5 (five) years and can be extended by paying a new tuition as required by the Board of Executives.
- The termination of membership will take place under the decision of Board of Executives upon:
- (a) Death.
- (b) Resignation by own will.
- (c) Terminated by Board of Executives for breaking the rule, and/or the Association's bylaw, and/or other unethical conduct as discussed and decided in the Board of Executives meeting, subject to the Board of Trustees approval.
- (d) Failed to fulfill their duty in paying the Association's tuition after a written reminder sent by the Board of Executives.
Section 8: Member's right
Every member of the Association has a right to:
- Use all the Association's facility according to the rule and regulation applied by the Board of Executives.
- To attend General Meetings of Members and to express suggestion both in written and in verbal. Suggestions in written may took the channel of electronic media like wiki software, fax, e-mail, or other chat facilities such as IRC.
- All regular members hold the right to vote and regular members according to the terms and requirements stated on section 10 article 1 and section 13 article one have the right to be elected as a Trustee or an Executive Director in General Meetings of Members.
- Only regular members not holding position in the Board of Executives have the right to vote in General Meetings of Members.
Section 9: Member's duty
Every member of the Association must:
- Follow the Articles of Incorporation and Bylaws of the Association along with other rules issued by the Board of Executives.
- Pay the Association tuition, which will be determine by the Board of Executives.
- Sustain and carry on the honor of the Association, create a friendly and familiar atmosphere, and understanding between Members.
- Inform in writing to the Board of Executives if there's changes in personal data.
Article II: BOARD OF TRUSTEES
Section 10: Members
- The Board of Trustees will be elected by the General Meetings of Members between the Regular member of the Association, who is already an adult according to the law in Indonesia. The Board of Trustees will have odd number in total and minimum consist of three people.
- The Board of Trustees will elect among themselves a person to fulfill these positions: a Chair, a Vice Chair, and Secretary.
Section 11: Duty and Power
- The Board of Trustees duty is to supervise the performance of Board of Executives and have the right to ask for explanation from the Board of Executives.
- The Board of Trustees can issue a Resolution and Memorandum, that made accessible to the association's Members, in performing their duty to supervise the performance of the Board of Executives.
- Board of Trustees decisions will be a collective decision and not an individual one. However, in doing their supervision task, each Trustee hold the right to act as an individual in monitoring records, activities, and decisions made by the Board of Executives; and required to report their action in Board of Trustees meetings.
- Board of trustees could ask the Executive Director to terminate or made one or more Board of Executive inactivate if the Board of Trustees feels that his/her action put the association's in harm by violate the association's rule and/or ethics during the time determine by the Board of Trustees through the Board of Trustees memorandum. Executive Director have a right to argue the request, if the argumentation is not accepted, or if the Executive Director did not respond to the Board of Trustees request in the time determine stated in the memorandum, the Board of Trustees could issue a resolution to terminate member of The Board of Executive.
- Board of Trustees have the right to interfere Board of Executives, if needed, in written through First Memorandum. If not replied in 7 (seven) days, the Board of Trustees can send the Second Memorandum. Board of Trustees have the right to call Extraordinary General Meetings of Members if the Second Memorandum is not replied in 7 (seven) days by the Board of Executives.
- Board of Trustees can call an Extraordinary General Meetings of Members if the Board of Executives considered violating the Articles of Incorporation and Bylaws of the Association, and can suggest the change of Board of Executives to the Extraordinary Meetings.
- Board of Trustees have the right to determine the location to held the Annual General Meetings and the Extraordinary General Meetings of Members.
Section 12: Service Period
- A Trustee will start to undertake their responsibility for the position with duration of 1 (one) year since the official date determine by the General Meetings of Members and eligible to be reelected.
- Their service period may end on:
- (a) Death.
- (b) Resignation by own will.
- (c) End of service period for Board of Trustees.
- (d) Terminated by decision made in Board of Trustees Meeting.
- To fill a vacant Trustee position during an interim time due to death, resignation, or termination, the Board of Trustees Meeting will be required to elect one of the Regular members as an interim Trustee which service period ends in the next General Meetings of Members.
Article III: BOARD OF EXECUTIVES
Section 13: Member
- General Meetings of Members will elect an adult Regular member according to the Indonesian law to serve as chief to the Board of Executive to the association to hold the position of Executive Director.
- The elected Executive Director is required to form a complete structure for the Board of Executives, with at least 1 (one) Deputy Director, 1 (one) person functioning as the the Board of Executive's Secretary, and 1 (one) person functioning as the Board of Executive's Treasurer.
- The Executive Director is required to announce the elected members of the Board of Executives to all Regular members within 2 (two) weeks after the Board of Executives completely formed or after changes of member in Board of Executives took place.
- Members of the Board of Executives may come from professionally hired employee not registered as member of the association.
- The Board of Executives shall endeavor to include members with a diverse set of talents, experience, and competencies, and who will best perform to meet the Association's need and goal.
Section 14: Board of Executives Duty and Responsibility
- The Board of Executive need to create a work plan and budget for one year with the justification on how the planning will help the Association to reach its goals. This work plan and budget must be completed within 1 (one) month before the Annual General Meeting of Member take place.
- The Board of Executive need to publish all decisions made in The Board of Executives Meeting and make these decisions accessible by the Members and not to violate the Association's Articles of Incorporation and Bylaws.
- The Board of Executives will decide the operational procedure and its details in order to execute the Work Plan and Budget and should not violate the Association's Articles of Incorporation and Bylaws.
- The Executive Director subject to Board of Trustees approval will decide the amount of salary or payment and/or other compensation for the member of the Board of Executives and others.
- The Board of Executives need to secure and keep the order of the Association's operation.
- The Board of Executives must take into account its activities to the Annual General Meetings of Members or the Extraordinary General Meetings of Members held especially for the purpose:
- (a) All policies made and activities
- (b) Financial report
- (c) All decisions taken regarding the acceptance of new members, the termination of members, the termination of members of the Board of Executives, and other things that the Board of Executives would like to address.
Section 15: Service Period
- The Executive Director will serve for 2 (two) years in a row since the date of the appointment by General Meetings of Members and will do an official proceeding of the position's hand over from the previous Director. The Executive Director can be reelected for maximum two time of the service periods in a row.
- If the new Executive Director still not been elected after 2 (years) serving, then the demissioner Director will still serve until the new Director elected by the General Meetings of Members.
- The decision to choose members of the Board of Executives is a prerogative right to the Executive Director subject to the Board of Trustees approval.
- The Board of Trustees could issue a resolution to the Executive Director to replace member(s) of the Board of Executive if during their supervisory duty The Board of Trustees found that member of the Board of Executive violates the article of incoorperation, bylaws, law of Government of Indonesia, or unethical conduct.
- The termination of service of Executive Director can be caused by:
- (a) Death
- (b) Resignation of her/his own will.
- (c) The end of service period of the Board of Executives by the decision of General Meetings of Members.
- To fill in the vacant positions in the end of service period for Executive Director during interim period cause by death of resignation, the Board of Trustees shall choose one of the Regular members to act as an interim Executive Director of whom will end her/his term until the next General Meetings of Members take place.
Articles IV: ASSEMBLIES
Section 16: General Meetings of Members
- The General Meetings of Members have powers to:
- (a) Decide and approve the Articles of Incorporation and Bylaws of the Association.
- (b) To elect and to approve the Board of Trustees and Executive Director.
- (c) To evaluate accountability report of the Board of Executives annually.
- The General Meetings of Members may take form of Annual Meeting of Members or Extraordinary General Meeting of Member initiated using the below procedure:
- (a) Prepared by a General Meeting Committee consist of the Board of Executives and/or Board of Trustees.
- (b) The General Meetings of Members should be announced to all Members within 2 (two) weeks before the Meetings take place. The announcement shall consist of invitation, contents related, and rundown of the Meeting distributed one week before the General Meeting of Members take place. The General Meeting Committee must try to have this announcement/invitations available to all Members.
- (c) The General Meetings of Members can be done through a physical meeting or electronic means through an internet media like Internet Relay Chat (IRC).
- (d) The General Meetings of Members will be opened officially according the time stated in the announcement/invitation without considering how many Member attending.
- (e) The General Meeting Committee must announce the Agenda and the order of Meeting which must be approved by the members of the Meeting.
- (f) A Chair and Secretary of the General Meetings of Members will be voted by the majority (more than half) vote of Member attending the General Meetings of Members and must be elected from an Regular member, not holding a position as member of the Board of Executives and considered have sufficient criteria and have a deep interest in the Association development, capable of leading the meeting, and accepted by the members of the Meeting.
Section 17: Board of Trustees Meetings
- The Board of Trustees Meetings shall be held from time to time considered necessary by the Trustees and must take place at least 1 (one) time in a year.
- The Meetings considered legitimate if it fulfilled the quorum out of majority number of active Board of Trustees member when the meeting take place.
- The Meeting can be done through a physical meeting or phone calls, or electronic means through an internet media chat program as far as all the participant of Meeting could fully interact in the discussion with every other Member of the Board.
- Every Resolution and Memorandum from the Board of Trustees as a result of the Board of Trustees Meeting in order to legitimately effective must be approved by the majority of Trustees attending the Board of Trustees Meeting.
Section 18: Board of Executives Meeting
- The Board of Executives Meeting shall discuss everything related to operational procedure, duty/job, and responsibility of the Board of Executives.
- The Meeting considered legitimate if it fulfill the quorum out of majority number (more than half) out of active Member of The Board of Executives when the Meeting take place.
- The Meeting can be done through a physical meeting or phone calls, or electronic means or through an internet media chat program as far as all the participant of Meeting could fully interact in the discussion with every other Member of the Board.
- All the decisions from The Board of Executives is a collective decision from the majority (more than half) Members attending the meeting.
ARTICLE V: FINANCIAL
Section 19: Audit
- The Board of Trustees can arrange for a specialized team consist of Member of Board of Trustees and/or independent external audit team professionally hired to audit the financial report and book keeping issued by the Board of Executives.
- Audit or financial report evaluation will be done annually, at the minimum.
Section 20: Financial Responsibility
- The policy to use the Association's asset will be determine by the Board of Executives subject to Board of Trustees approval as stated in the Association's Work Plan and Budget.
- Routine expenses for daily operation will be held accountable by Board of Executives, but expenses with the purpose to invest and other expenses not mentioned in the budget must be done under the knowledge and subject to the Board of Trustees approval.
- Once a month after the second of the week ends, Board of Executives through the Treasurer will submit written financial report to Board of Trustees.
Section 21: Administration of Asset
The Association's asset administration will be manage and regulate accordingly by The Board of Executives using a correct administration system which accountable to the Members.
ARTICLE VI: CLOSING STATEMENT
Section 22: Closing Statement
- Everything that is yet to be regulate in this Bylaws will be determine later by The Board of Executives subject to Board of Trustees approval, as long as it is not contravene the Association's Articles of Incorporation and Bylaws.
- This Bylaws is a more detailed regulation following up the Association's Articles of Incorporation signed in the presence of Notary on 05 September 2008.
Section 23: Other Ruling
Other rules will be decided using General Meeting of Member Decree
Jakarta, 31 October 2008
Chairman of the General Meetings of Members