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These bylaws were approved at the Constitutive General Assembly of the association of 2007-10-20, and amended at the General Assemblies of 2012-02-25, 2013-03-09 and 2016-03-19.
Bylaws of Wikimedia Sverige
This is a translation of the Bylaws for Wikimedia Sverige.
1 § The association's name and purpose
Wikimedia Sverige is a non-profit association based and active in Sweden, independent of political parties and religious affiliations. The association shall work towards making knowledge freely accessible to all humans, especially by supporting the projects of the Wikimedia Foundation. The association shall also work to spread knowledge about the these projects, promote their use, and support technology essential for them.
2 § Membership
Membership in the association is open to every natural person or legal entity. Wikimedia Sverige is primarily targeted towards residents in Sweden, but welcomes equally persons living abroad. Anyone, who declares to be willing to contribute in accordance with the purpose of the association, and who pays the membership fee of the association, can become a member.
Membership of the association can be terminated through a written message to the board, thereby terminating it immediately. If a member has not paid the membership fee prior to 1 July of an year of activity, this will be seen as a declaration of withdrawal from the association, and the member shall be removed from the membership list.
A member who actively works against the association may be expelled, by decision of the Board.
3 § Annual meeting of General Assembly
Wikimedia Sverige's top decision-making body is the general assembly. The general assembly shall meet annually, prior to the end of April. The General Assembly is legally able to make decisions if notice of the annual meeting has been sent to the members at least four weeks before the annual meeting. Notice of the meeting must contain information about the the time and place of the meeting, as well as about the meeting documents. Time and place of the meeting is to be decided before the new year starts, and communicated to the members well in advance of the deadline for motions to the assembly.
Every member has the right to submit motions to the general assembly. The motions shall be submitted to the Board and received no later than six weeks before the general assembly. The Board shall, with motivation, recommend the general assembly whether to approve or reject the demand(s) of the motion, or, through the motivation, find it to be responded to, and finally, declare its opinion at the meeting. The general assembly shall act on every motion that is submitted timely and contains at least one apparent demand.
Every member has one vote. All members of the association has the right to attend the meeting, to speak, and to make suggestions to the general assembly. The auditors of the association have the right to attend and speak at the general meeting. A member has not the right to vote on matters that concern the member’s own liability and/or compensation. Natural persons cannot vote by proxy.
A decision of the General Assembly is made through simple majority of the votes cast, unless otherwise specified in these bylaws.
Every member who is a natural person can be elected to mandates.
The agenda of the annual meeting of the general assembly shall include all of the following:
- Call to order
- The establishing of an electoral register
- The election of an assembly presidium
- The election of vote counters and journal adjustors
- The question whether or not the assembly is auspicated in accordance with the bylaws
- Review and adoption of the agenda
- Annual report and economical report
- The establishing of the statement of financial position, and decision on the administration of profit or loss
- Audit report
- The question about the board's freedom from liability
- Information on activity plan and budget for the year of activity
- Motions and propositions
- The establishing of membership fee/s for upcoming year.
- The election of a chairperson
- The election of board members
- The election of two auditors and an alternate auditor
- The election of a nominating committee and convenor
- Other questions
Questions of major economical importance to the association or its members may be dealt with only if they were included with the notice of the General Assembly; or if they are induced by matters included in the notice.
4 § Special meeting of the General Assembly
A special meeting of the General Exemply shall be held if any of the auditors, the board or at least 50 % of the members of the association demand so. A special meeting shall be held within three months, if the board falls less than five members, or, if the chairperson resigns. The meeting shall be held not later than five weeks from the date of receipt of the original demand. Notice of the special meeting shall be sent at the latest two weeks before the special meeting takes place, and shall comply with all the requirements of a notice of an ordinary annual meeting of the General Assembly. If the Board fails to do so, those who have demanded the special meeting may send the notice. A question may be dealt with at the special meeting only if it was mentioned in the agenda included with the notice of the special meeting; or if it is induced by matters included in the notice of the special meeting.
5 § Board
The Board is the decision-making body of the association between the meetings of the General Assembly. It is responsible for all ongoing activity of the association and may delegate part of this responsibility to individual members or groups. The board can however not delegate the financial responsbility and the over-bridging operational responsibility.
The Board shall establish the budget for the following year of activity, from the decisions on the operational focus and financial framework by the annual meeting of the General Assembly.
The Board shall consist of at least five and at most 13 members. The chairperson is chosen for a one-year mandate; members are chosen on two-year mandates and are to resign in turns.
The Chair of the Board is Wikimedia Sverige’s official representative. The Board appoints within itself a treasurer and other needed positions.
The Board can elect one or a few co-opt board members. Members of the board so elected have the right to speek and make proposals at board meetings, and can be elected to hold position within the board, but do not have the right to vote.
6 § Meetings of the Board
The Board shall keep minutes of its meetings. A meeting may be called by the Chair, or when at least half of the members of the Board demands it. A quorum of the Board is simple majority of its members, when all of the members have been called to the meeting.
At the Meetings of the Board, voting by proxy is not allowed. Decisions of the board are made with simple majority of the members present at the meeting. In the event of a tie vote, the vote of the Chair is decisive, unless the vote is of an electoral matter. In that case, the decision shall be made by chance (e.g. flipping a coin).
§7 Membership fee
The membership fee of the association is set by the General Assembly.
8 § Auditors
There shall be at least two auditors, and two alternate auditors. At least one of the regular auditors shall be an approved or authorised auditor. The approved or authorised auditor need not be a member of the association.
The auditors shall submit their written report at the annual meeting of the General Assembly. The report shall cover the association's financial activity and the board's administration during the previous financial year.
No later than four weeks before the annual meeting of the General Assembly, the auditors shall gain access to all documentation upon which the auditor's report will be based.
The auditors have the right to take part of financial documents and other documents concerning the administration of the Board during the running year of activity, and to take part in the regular and special meetings of the Board.
9 § Nominating Committee
The Nominating Committee shall consist of at least three persons, of which one is convenor. The Nominating Committee shall, at the latest four weeks prior to the annual meeting of the General Assembly, make a list of candidates to Chair, members and auditors available.
10 § Financial year and year of activity
Wikimedia Sverige's financial year and year of activity is the same as the calendar year.
11 § Authority to sign for the association
The authority to sign for the association is decided by the Board. The Board shall make a complete register over persons with the power of attorney and authority to sign for the association.
12 § Amendment of the by-laws
The association's by-laws can only be amended at an ordinary meeting of the General Assembly, with simple majority of the casted votes. A 2/3 majority vote at two consecutive annual meetings is required for amendments regarding the association's name or purpose or rules about the amendment of the by-laws, as well as dissolution of the association.
13 § Dissolution
Decision on dissolution of the association is taken at ordinary annual meeting of the General Assembly, with a 2/3 majority. Upon dissolution, all assets of the association will be transferred to Wikimedia Foundation, Inc. (founded in 2003 in Florida, United States).
|enkel majoritet||simple majority|
|extra årsmöte||special meeting of the General Assembly|
|firmateckning||authority to sign for the association|
|fysisk person||natural person|
|juridisk person||legal entity|
|verksamhetsår||year of activity|
|årsmöte||annual meeting of the General Assembly|
|fullmakt||Power of Attorney|