Wikimedia Kenya/bylaws

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THE COMPANIES ACT (Chapter 486 of the Laws of Kenya)

Company limited by guarantee and not having share capital

Articles of Association of Wikimedia Kenya:

1. The name of the company is WIKIMEDIA KENYA.

2. The Registered office of the company will be situated in the Republic of Kenya.

3. The objects for which the company is established are: -

a) To create awareness, support and participation of free content projects (such as Wikimedia) in the local community;

b) To engage in a wide range of educational initiatives teaching how to use and contribute to free content projects at all levels of the local community;

c) To expand access and use free content projects at all levels of the local community;

d) To carry promotion of free content development in local cultural institutions;

e) To provide a forum for knowledge sharing among contributors to free content projects;

f) To develop and lead initiatives for the expansion of educational content under a free license or in public domain;

g) Collaborating with universities, government, NGO’s, or other academic institutions so as to promote us in raising awareness about free and open educational content. h) To raise funds to support the objects of the organization by way of subscriptions, donations, sponsorships charges for services, and any other means and in particularly by means of education.

i) To publish articles and reports in international journals, international periodicals, firms and videos as and when appropriate.

j) To publish books articles, periodicals, journals, films, television and radio interviews so as to promote the objects of the organization.

k) To enter into partnerships or into any agreement whether perpetual or terminable for union of interests, joint adventure, reciprocal concession or co-operation with any person, firms, associations or companies carrying on or engaged in any activities which the organization is authorized to conduct or engage in activities or courses which may seem to the company capable of being conducted as directly or indirectly to benefit the organization.

l) To apply to any international bodies, governments or authorities, public organizations, corporations, companies or persons for and to accept grants of money, donations, gifts, subscriptions and other assistance with a view to promoting the objects of the organization and, in special trust which shall be consistent with the objects of the organization.

m) To promote or assist in the promotion of any company or association having objects similar to the objects of the organization, and also with any company or association whose objects are calculated either directly or indirectly to benefit the organization.

n) The organization shall not support with its funds or Endeavour to impose on or procure the observance by its members or others of any regulations which, if not provided as any object of the organization, would make it a Trade Union.

o) The organization shall not support or participate in any activity of a political nature but the members may individually freely exercise their constitutional rights to comment on political and other matters in their personal capacity and the organization may comment publicly or privately on any matter of a political nature, which affects the activities of the organization.

p) The income and property of the organization whomsoever derived shall be applied solely towards the promotion of the objects of the organization as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, gift, divisions, bonus, or otherwise howsoever by way of profit to the members of the organization, which is a non-profit making and non-profit distributing organization.

q) If upon the dissolution of the organization there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members but shall be disposed of by way of donation to another Wikimedia chapter or to the Wikimedia FOundation.

r) No addition, alteration or amendment shall be made to or in the provisions or regulations contained in the Memorandum or Articles of Association for the time being in force, unless the same shall have been approved by the majority of the Board.

The accounts shall be kept on the sum of money received and expended by the company and the matters in respect of which such receipts and expenditure take place, of all sales and purchases of goods by the company and of the property, credits and liabilities of the company and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the company for the time being in force, shall be open to the inspection of the members.

We the persons, whose names, addresses and descriptions are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association.

Names, Postal Addresses & Description of Subscribers Signatures of Subscribers

DATED this day 2011

Witness to the above signatures:-

CERTIFICATE UNDER THE COMPANIES REGULATIONS

It is hereby certified that the above Memorandum of Association of WIKIMEDIA KENYA was produced by the process of XEROGRAPHY.

THE COMPANIES ACT (CHAPTER 486, LAWS OF KENYA)

Company limited by guarantee and not having share capital

Articles of Wikimedia Kenya Interpretation

In these articles unless there be in the context anything consistent therewith:-

“The organization” shall mean the WIKIMEDIA KENYA

“The Act” Shall mean the Companies Act (Chapter 486 of the Laws of Kenya), and every other Act incorporated therewith, or any Act or Acts substituted therefore, and in the case of any such substitution the references in these presents to the provisions of the Act shall be read as references to the provisions substituted therefore in the new Acts.

“The Members” Shall mean the persons registered as such pursuant to the provisions of these Articles.

“The Chairman” And “The Vice- Chairman” Shall mean the persons nominated pursuant to the provisions of these Articles to those respectively.

“The Board” Shall mean the Board of Directors of the organization appointed pursuant to the provisions of these Articles.

“The Secretary” Shall mean the person appointed to that office pursuant to the provisions of these Articles.

“Special Resolutions” Shall mean a resolution passed by a majority of not less than two-thirds of the members for the time being voting in person or by proxy at a General Meeting of which notice specifying the intention to propose the Resolution as a special Resolution has been duly given.

Words and expressions defined in the act shall have the meanings thereby assigned to them.

Words imparting the singular number include the plural and vice-versa.

Worlds imparting masculine gender include the feminine and vice-versa.

Words importing persons include bodies corporate.

MEMBERS

4. The Chapters shall be composed of members who are users of or contributors to any Wikimedia Foundation project or who otherwise support the purposes of the Chapter and are based in Kenya or are of Kenyan nationality, whether residing in Kenya or abroad. Persons not of Kenyan descent, whether residing in Kenya or abroad, who show manifest interest in forwarding the goals of the Chapter, shall also be included in the scope of membership of this Chapter.

5. Membership is open to the general public upon payment of the membership fees. Membership fees shall be determined by the Board, payable on or before 31 January. Failure to pay membership fees shall constitute breach of the bylaws and disciplinary action shall be taken in accordance with article 52.

6. Membership is not obligatory for the participation of public activities or special events of the Chapter.

7. Application for membership shall be made by filling in an application form that is obtainable from the Chapter Office. In cases where the application has been denied, the applicant has a right to appeal. The right to appeal is effective within 30 days from the date of denial.

8. Any member who wishes to retire shall signify his wish in writing to the Secretary and thereupon his name shall be removed form the register of members and he shall be deemed to have retired of his own accord.

GENERAL MEETINGS

9. Members must meet at least once each year at such place and such times as the Board may determine.

10. Special meetings may be convened by the Chairperson or by any 3 members of the Board.

11. Meetings of the Chapter may be held by teleconferencing, by telephone, and by real-time internet-based communications. However, the primary mode of meetings shall be face to face.

12. Notice of each meeting must be given to each member of the chapter at least 7 days before the date of the meeting.

13. Notice shall be sent via SMS or Email or any other available means of communication at the disposal of the Chapter.

14. Quorum shall consist of the greater of: (a) Ten members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting; or (b) one tenth of the total membership at the time.

15. No business may be conducted unless a quorum is present.

16. Meetings shall be presided by the Chairperson or, in the Chairperson’s absence, the Vice-Chairperson presides; or if the Chair and his Vice are absent, or unable to preside, the members present must choose one of their number to preside.

17. Voting at meetings shall be determined on a show of hands, or if a member requests, by a poll taken in such a manner as the person presiding at the meeting may determine.

18. Each member present at a meeting is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

19. The Secretary must keep minutes of the resolutions and proceedings of each meeting, together with a record of the names of persons present at the meetings.

VOTING SYSTEM

20. Members of the Board shall be elected using the approval voting system, that is, the candidate who receives the greatest number of positive votes are elected.

21. The board member shall be elected individually and the board will distribute the functions (of chairperson, treasurer, secretary, etc.) amongst themselves

22. All voting for election shall be by secret ballot. In case of a tie, a re-election shall be made.

23. Ballot papers shall also be made available to members entitled to vote who attend the AGM in person.

24. A member is not entitled to vote at a general meeting unless all dues that are payable by the member to the Chapter have been paid.

25. On a poll, votes may be given either personally or by proxy.

26. A member can only give his proxy to another member and no voting member may hold more than one additional proxy.

27. The instrument appointing a proxy shall be deposited at the registered office of the organization not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

An instrument appointing a proxy shall be in the following for or a form as near thereto as circumstance admit: - WIKIMEDIA KENYA CHAPTER being a member of WIKIMEDIA KENYA CHAPTER hereby appoint …………………..................... of …………………………..as my proxy to vote for me on my behalf at the *Annual/extraordinary/general meeting of WIKIMEDIA KENYA CHAPTER to be held on thereof …………………………… 20 and at any adjournment signed this day of …………………………….. 20 ”

Signed this ……………………… day of ……………………………. 20 …………………………………………. In favour of+

* Strike out whichever is not desired.

27. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit: - WIKIMEDIA KENYA CHAPTER I ………………………………….. of ……………………………….. being a member of WIKIMEDIA KENYA CHAPTER hereby appoint ………………………………………………….. of as my proxy to vote for me on my behalf at the Annual Extraordinary/general meeting of the organization for to be held on the ……………….day of ………………. 20 and at any adjournment thereof.

Signed this ……………………… day of ……………………………. 20 …………………………………………. In favour of+

This form is to be used against the resolution.

*+Strike out whichever is not desired”

“(Unless otherwise instructed, the proxy will vote as he thinks fit).”

28. A vote given in accordance with the terms on an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the prosy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the organization at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

DISQUALIFICATION OF DIRECTORS

29. Members have the right to cast a vote of no confidence against a Board Member or the whole Board via Special Resolution. A minimum of one third of the members shall be required to call a Special Resolution Meeting, with notice given to all members at least 7 days in advance. However, a majority of two thirds of the members' votes shall be required to remove a director, or the whole Board.

30. The office of a Board Members shall be vacated if he:-

(a) Resign his office in writing to the organization; or

(b) Fails to attend three consecutive meetings of the Board without written apology; or

(c) Is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in manner required by the Act:

(d) Becomes bankrupt or makes any arrangements for composition with his/her creditors generally; or

(e) Becomes prohibited form being a Board Member by reason of any order made under the Act; or

(f) Becomes of unsound mind;

THE BOARD

31. Only Wikimedia contributors are eligible to vie for Board positions.

32. The Board shall have the power to form any type of committee it deems appropriate.

The Chairperson

The Chairperson shall be the Chief Executive Officer of the Chapter. In addition to duties as such, he/she shall preside in all meetings of the Board of Trustees and those of the members of the Chapter. He/she shall execute all resolutions and/or decisions of the Board of Trustees. He/she shall be charged with directing and overseeing the activities of the Chapter. He/she shall review and approve expense vouchers. All payments on behalf of the Chapter shall be first approved by him before the payment is made by the Treasurer. Together with the Secretary or Treasurer, he/she shall present to the Board of Trustees and the members an annual budget and, from time to time as may be necessary, supplemental budgets. He/she shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual convention, a complete report of the activities and operations of the Corporation for the fiscal year under his/her term. He/she shall operate the Bank Account of the Chapter jointly with such persons as are authorized by the Board.

The Vice-chairperson The Vice-chairperson, if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that may be assigned by the Board of Trustees.

The Treasurer The Treasurer shall have charge of the funds, receipts and disbursements of the Chapter. All spending made by the Treasurer shall require approval from at least two members of the Board as well as the Chairpers’s knowledge of that spending. He/she shall keep all moneys and other valuables of the Chapter in such bank or banks as the Board of Trustees may designate. He/she shall keep and have charge of the books of accounts which shall be open to inspection by any member of the Board of Trustees, whenever required, and an account of the financial condition of the Chapter and of all transactions made by him/her as Treasurer. He/she shall also perform other duties and functions as may be assigned to him from time to time by the Board of Trustees. He/she shall prepare and submit periodical accounts of the Chapter to the Board. He shall also be required to draft an annual budget, when necessary, which is subject to approval at a general meeting by a simple majority of members. The Treasurer shall discharge such functions and duties as are assigned to him by the Chairperson and/or the Board.

The Secretary The Secretary shall give all the notices required by these by-laws and keep the minutes of all meetings of the members, of the Board of Trustees and of all meetings of all committees, in a book kept for the purpose. He/she shall keep the common seal of the Chapter and affix such seal to any paper or instrument requiring the same. He/she shall have custody of the correspondence files and all other papers that are to be kept by the Treasurer. He/she shall maintain the member's register and take charge over the Chapter’s website. He/she shall prepare reports on the activities of the Chapter (whether quarterly, annually or for any other periods as may be required) and submit it to the Members. He/she must keep and maintain a register of members containing at least the name, ID number and residential address of each member. He/she shall also perform all such other duties and work as the Board of Trustees may from time to time assign him/her.

Project Manager The Project Manager shall manage the projects being undertaken by the Chapter. H/she shall also be responsible for coordinating the availability of equipments for any activities undertaken by the Chapter. He/she shall be responsible for the provision or supervision of the issuance of project reports whenever necessary.

AUDIT COMMITTEE

33. The Audit Committee shall be composed by three persons elected by members of Wikimedia Kenya and shall have the following duties and powers:

a. To examine the books and documents of the Chapter, at least every three months.

b. To audit the administration, checking cash funds with frequency.

c. To review the records, balance sheets, inventory and expense and income transactions to be presented to the Annual General Meeting by the Board.

d. To summon the Annual General Meeting if the Board does not.

e. To request the gathering of an Extraordinary Meeting whenever considered necessary, presenting the arguments for such to the public if the Board refuses to comply.

f. To oversee the liquidation of the Chapter.

In all cases, the Audit Committee execute its functions carefully in without interfering is the normal administration of the Chapter.

THE SEAL

34. The Board shall provide for the safe custody of the seal, which shall only be used by the authority of a resolution f the Board, and every instrument to which the seal shall be affixed shall be signed by a Board Member and shall be countersigned by the Secretary or by a second Board Member appointed by the Board for the purpose.

ACCOUNTS

35. The Treasurer must collect and receive all monies due to the Chapter and make all payments authorized be the Chapter.

36. The Treasurer must keep correct accounts and books showing the financial affairs of the Chapter with full details of all receipts and expenditure connected with the activities of the Chapter.

37. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed be two members of the Board. If the Chairperson is not one of two signatories, he/she must be given notice of the details of the financial instrument prior to the two signatories signing.

38. The funds of the Chapter shall be derived from membership fees, donations, grants, budget surpluses and such other sources as the committee determines.

39. The Treasurer must prepare the financial statements and present them at the last meeting of the year. The Treasurer shall be required to present the financial statements upon request of any member of the Board.

40. The Secretary must keep in his/her custody or under his/her control all books, documents and securities of the Chapter. 41. All accounts, books, securities and any other relevant documents of the Chapter must be available for inspection free of charge by any member upon request.

42. A member may make a copy of any accounts, books, securities and any other relevant documents of the Association.

43. No remuneration shall be paid to any elected member of the Chapter. However, reimbursement shall be paid to any member of the Chapter, including elected members, for any expenses incurred on behalf of the Chapter. Reimbursements are subject to an expense policy formulated by the Board of the Trustees and approved by the membership body. Such reimbursements are documented through the book of accounts.

44. Advance payment of expenses will be considered where cost may be an obstacle to any board member carrying out their duties.

45. Expenses will only be reimbursed if they are approved in principle prior to the expense, are reasonable, are on the proper form and supported by receipts or invoices as appropriate and are properly authorised.

46. Board members are expected to keep the expenses they incur to the lowest reasonable level.

47. Travel by motor vehicle, bicycle, matatu, bus or tuktuk will be reimbursed at the standard rates. Travel by train or air will be reimbursed for economy class only.

48. Expense claims must be bona fide. Submission and claim of false payments, even if not paid, may lead to stringent disciplinary action taken against the member.

49. Authorisers must only pay claims where they have been properly completed.

INDEMNITY

50. Every Board member, agent, Auditor, Secretary and other officer for the time being of the organization shall be indemnified out of the assets of the organization against ay liability incurred by him/her in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he/she is acquitted or in connection with any application under section 402 of the Act in which relief is granted to him by the court.

ARBITRATION – DIFFERENCES TO BE REFERRED

51. Whenever any difference arises between the Organisation on the one hand and any of the members, their executors, administrators, or assigns on the other hand, touching the true intent or construction, or the incidents, or consequences of these Articles, or of the statutes, or touching anything then or thereafter done, executed, omitted, or suffered in pursuance of these Articles, or of the statutes or touching any breach, or alleged breach, of these Articles, or any claim on account of any such breach or alleged breach, or otherwise relating to the premises, or to these Articles or to any statutes affecting the Organisation, or to any of the affairs of the Organisation, every such difference shall be referred to the decision of an arbitrator, to be appointed by the parties in difference, or if they cannot agree upon a single arbitrator to the decision of two arbitrators, to whom one shall be appointed by each of the parties in difference.

AMENDMENTS

52. Amendments or revisions to any resolution or the By-laws shall be incorporated only upon majority vote of the Board of Trustees and the ratification of two-thirds (2/3) votes of the members present at the meeting. Amendments or revisions may originate from either the Board of Trustees or the membership body of the Chapter. All members must receive notice at least 14 days in advance prior to the ratification of amendments so as to give ample time for deliberation amongst members.

DISCIPLINARY ACTION

53. If the Board is of the opinion that a member has refused or neglected or breached these Bylaws, or has been guilty of not acting in the best interests of the Chapter, the Board may, by resolution, decide to:-

  • Send a written warning to the member; or
  • Fine that member at a rate agreed upon by the Board; or
  • Suspend the member until further notice; or
  • Expel the member; or
  • Take legal action.

TERMINATION

54. Termination of membership may be imposed based on the following three grounds:

  • Expulsion
  • Death
  • Voluntary renunciation of membership

FINANCIAL YEAR

55. The Chapter shall adopt a financial year beginning January 1 to December 31.

OFFICIAL LANGUAGE

56. English or Swahili may be used as the official mode of correspondence.

Names, Postal Addresses & Description of Subscribers Signatures of Subscribers

Dated this day of 2011

Witness of the above signatures:-

CERTIFICATE UNDER THE COMPANIES REGULATIONS:-

It is hereby certified that the above Articles of Association of WIKIMEDIA KENYA has been produced by the process of XEROGRAPHY