WIKIMEDIA URUGUAY, A NON-PROFIT ASSOCIATION
Act No. 1.- In Montevideo, Uruguay, on month day, year, the signers below get together, under the Presidency of...., ID card (IC) ..., acting at Secretary ........, IC ... and as Ordinary Member ........, ID card ... who decide to fund a civil association named Wikimedia Uruguay and which bylaws, by unanimity approved, shall be as follow:
CHAPTER I. ESTABLISHMENT
Article 1.- (Name and address). Under name Wikimedia Uruguay is created a civil association, governed by this bylaws and laws and applicable rules, seated in the city of Montevideo.
Article 2.- (Social Objective) The Association's goals are:
1) To favor the strengthening and modernization of the educational, cultural, scientific and technological sectors. To stimulate and colaborate with cultural and research activities in science and technology, with the aim of enhancing their effects as useful instruments for the community. 2) To contribute actively in diffusion, improvement and progress of knowledge and culture through Internet and similar technologies, the use of digital formats which can be implemented without restrictions and by any person (free formats) and which contents or works have got licencing or Copyright regulations considered as free works, meaning they allow:
- a. freedom of choose those works and enjoy the benefits of their use;
- b. freedom of use those works and apply the knowledge acquired from them;
- c. freedom of creates and redistribute total or partial copies of the information or expression;
- d. freedom to make changes and improvements to it, and to distribute the derived work.
3) Promote and sustain directly or indirectly our own projects or motivated by organizations which aims are equivalent to what's specified in the previous sections and specially the applications, transpositions, explorations or translations of those projects.
4) Favour the establishment of bonds between institutions related to culture, science and technology and productive sector of goods and services, favouring the conservation of cultural heritage, generation of knowledge and appropriation and development of technology through digital works in free formats, with free licenses and/or considered free works. To collaborate and negotiate collaborations, under a moral and financial base, with the centers, institutions and public or private organizations, national, regional and state organizations.
CHAPTER II. PATRIMONY
ARTICLE 3º. (Social Patrimony) The patrimony of the association will be constituted by:
- a) common contributions of the associated ones which Board of Trustees establishes with general validity;
- b) contributions of public or private origin and donations and legacies in its favour;
- c) any extraordinary contribution made by associates that General Assembly establishes according to the nature of the institution and
- d) goods that it acquires in the future for any title deed, as well incomes they produce.-
The amount of social fees will be credited monthly, with the exception of fees which, in extraordinary cases and to confront the Association's expenses, are set by an Extraordinary Assembly. The social funds will be exclusively destinated to achievement of entity's goals and the payment of its expenses.-
CHAPTER III. ASSOCIATES
ARTICLE 4º. (Type of Associates). The associates may be: founders, active, honorary or subscriptors:
- a) Founders will be attendees to the foundation act of the institution and those who join it within the following thirty days after that act.
- b) Active associates will be those with one year of seniority in the social registry and who have regularly fulfilled the obligations this bylaw imposes and established by the general rules of the institution.
- c) Honorary associates are excluded from paying social fees. If they desire to have the same benefits than active associates, shall apply for their admission in this category, and shall adjust to the conditions that the present bylaw demands for that admission.
- d) Subscriptor associates will be under-ages who not reached the age of eighteen years and those admitted as associates, who have not fulfilled the conditions indicated in subsection b) of this article.
ARTICLE 5º. (Admission of Associates). With the sole exception of honorary associates and founder attendees to the foundation act, to be admitted as associates an application will be required, presented to the Board of Trustees and resolute in its favour.
ARTICLE 6º. (Associates' Conditions). To be admitted as an associate it is required to:
- a) Declare to be agree and share the objectives of Institution according to what is established in the present bylaws;
- b) To be presented by at least two (2) honorary, founders and/or actives associates;
- c) To pay the first ordinary fee and initial sign-up established by the General Assembly.
ARTICLE 7º. (Rights of the Associates). The rights of the associates will be:
- a) Of founders and actives: to be electors and eligible; integrate General Assembly with full rights; request notification of General Assembly and present to Board of Trustees initiatives favorable to the improvement of the institution in any aspect as well as useful projects that fit within the association's aims, being able to attend the reunions of Board of Trustees in quality of listeners.
- b) About the subscriber associates: to participate of the Assemblies with right to voice but not to vote; utilize diverse social services; promote initiatives to Board of Trustees tending to improvement of the institution.
When an honorary associate has also the active or founder associate quality, his/her rights will be those established in the first section of this article. Exercise of established rights in the present article shall be regulated by the dispositions of this bylaws and by resolutions and rules that for each distinct case and within its competence the Board of Trustees or the General Assembly pronounce, as well as being submitted to laws and other applicable norms.
ARTICLE 8º. (Duties of the Associates) Associates have the following duties: punctually pay regular fees and extraordinary contributions established as such as well as respect rules and social resolutions.-
ARTICLE 9º. (Sanctions to Associates) Associates can be expelled or suspended according to the following principles:
- a) It will be cause of expulsion from entity the fulfillment of any act or omission for a relevant grievance to institution, its authorities or moral principles that must govern activities of the association, or reiterated disrespect to resolutions of its authorities. The expulsion may be ruled by the Board of Trustees by vote according to two thirds of their integrants; it will be notified to interested one in a reliable form and associate will have a period of thirty days from such notification to appeal in writing to the General Assembly, which to this effect will be summoned by the Board of Trustees. This resource will not have a suspension effect.
- b) It will be a cause of suspension, for up to a maximum of six months, the commission or omission of acts representing a grievance to the institution, its authorities or sustained moral principles, or disrespect the resolutions of social authorities, that evaluated by the Board of Trustees are not meritory for an expulsion. The suspension will be applied by decision of simple majority of the Board of Trustees´s integrants and can be appealed in the way established in the prior subsection.
- c) It will result in automatic suspension until payments are done, the non-payment of contributions referred to in Article 3 of this bylaws at one month of expiry of date of payment. Notwithstanding, Board of Trustees may concede prorogue of up to sixty days. Ten working and final days before adopting a decision over suspension or expulsion of an associate, Board of Trustees will notify the associate, notificating of expiration date of payment by a certifiable media, within which associate may articulate his/her defense; resolution to be made must be suportted.
CHAPTER IV - AUTHORITIES
- 1º) GENERAL ASSEMBLY
ARTICLE 10º. (Competence) General Assembly, acting under what is established in these bylaws, is the governing body of the institution. It is constituted by associates with right to participate of it and will adopt any decision of social interest, adjusting to statutory norms, legal and regulations where applicable.
ARTICLE 11º. (Character) General Assembly will join with Regular and Extraordinary nature, to consider exclusively the issues included in the respective agenda.- Regular General Assembly will annually join within the following ninety days after the closure of business year and will treat annual report, inventory, and balance which will be presented before the Board of Trustees, as well as:
- a) electing, in its own case, the members of social organizations, incumbents and substitutes;
- b) to set social due and set out rules for their modification which will be instrumented by Board of Trustees and all other issues included in the agenda.
Extraordinary General Assembly will join in any moment by decision of Board of Trustees or by request of ten percent of its enabled associates to integrate it, as long as this number be higher than number of Board of Trustees members. In case the expressed percentage of associates ask for a meeting, the Board of Trustees must do a new calling within the following eight days and no later than 30 days, starting from reception of petition.-
ARTICLE 12º. (Call) General Assemblies will be called through personal notice to associates, with a copy of the documentation to be considered, at least seven days in advance of its realization.-
ARTICLE 13º. (Installation and quorum) Regular General Assembly will hold meetings with valid number of present able associates to integrate it with full rights at time of notification. Regular General Assembly, except in foreseen cases by next article, will hold meetings at first calling with presence of a half plus one of its able associates with right to vote, and at a second calling it will be able to join one hour later with those that attend. In all cases Assembly will adopt its decisions by simple majority of votes of presents, except in what is established in article 14. With issue under voting, if it resulted in a tie, discussion will be reopened; if in second voting tie was repeated, president will decide with his vote.
To participate in Assemblies associates should identify themselves in a regulated way, sign a special attendance book carried into effect and not be currently suspended. Assemblies will be led by a President, that may be a member of Board of Trustees or a designated person as well as a Secretary in equal conditions. Assemblies will designate two of presents associates to subscribe and approve, in its own behalf, the respective certificate they will sign in conjunction with President and Secretary.
ARTICLE 14º. (Special Majorities) For dismissal of members of Board of Trustees, reform of this bylaws and dissolution of entity, a resolution by Extraordinary Assembly will be necessary by three fifths of votes from presents. This Assembly will reunite valid at first calling with the indicated quorum, and at a second calling to be carried out at least seven days after with twenty percent of able associates to integrate it; and in a third call not before following five days, with attendants and with previous notice to Ministry of Education and Culture, that will be processed at least with three anticipation days previous to the act.
- 2º) BOARD OF TRUSTEES
ARTICLE 15º. (Integration) Direction and administration of Association will be in charge of a Board of Trustees, composed by five incumbent members of legal age —President, VicePresident, Secretary, Treasurer and Ordinary Member— who will last up to two years in their positions and may be reelected for up to two more periods. They will stay in execution of their roles, at expiration of the term, until take up of new elected members. The election of members for Board of Trustees will be carried out according to the procedure established in article 21, in conjunction with an equal number of preferential substitutes. The elect Board will designate in its bosom the respective charges, with exception of President who will be one that tops the most voted list.
ARTICLE 16º. (Vacancy) In case of definitive absence of President and Vice-president, Board of Trustees, once made up with corresponding substitutes, will designate a new President. The first General Assembly performed afterwards will confirm or rectify this decision. In case of lack of substitutes in list, vacancies produced in Board of Trustees shall be filled out with designated members directly by it, which will stay in their positions until first General Assembly carries out and adopt a definitive resolution regarding this issue.
ARTICLE 17º. (Competence and Obligations) Board of Trustees will have the same direction, management and disposition faculties, being able in consequence, to carry out all legal acts and adopt all decisions tending to enforcement of social objectives and resolutions adopted by General Assembly. Notwithstanding, for disposition and taxes of real estate or to acquire obligations superior to the equivalent of regular standard amount from last year, it will be necessary to obtain express authorization from General Assembly approved by no less than three fifths of votes from present ones. Legal representation of institution shall be applied by Board of Trustees through President and Secretary, acting in conjunction, without setback to bestowing of special rulings to other members or external people.
Board of Trustees has following duties and attributions:
- a) to enforce these bylaws, rulings, resolutions of assembly and its own;
- b) manage the patrimony of the association;
- c) call an assembly;
- d) to carry the management and accounting books required by law and those that association estimates as convenient and necessary for its development;
- e) draft report, balances, inventories, calculus of expenses and resources and present them to regular general assembly;
- f) distribute tasks and dictate internal rules of commission;
- g) prepare rules of entity and submit them to approbation by assembly;
- h) accept or reject resignations of associates and members;
- i) solve unforeseen issues within these bylaws, reporting its actions before next general assembly of associates summoned; and
- j) admonish or suspend associates.
ARTICLE 18º. (Functioning) Board of Trustees may rule its own functioning, adjusting to general norms of these bylaws, as well as what refers to roles of the personnel of the institution. It will meet at least once each month, it will reunite with validity under the majority of its members and will adopt decisions by simple majority of presents, except by disposition of these bylaws for certain issues. In case of a tie, President will have a double vote, but in no case may be decided if at least three members do not vote affirmatively. Two any other members from Board of Trustees may call a meeting, if President omits it in front of a concrete case of necessity.
- 3º. FISCAL COMMISSION
Article 19º.- (Integration and Mandate). Fiscal Commission will be composed by three incumbent members, who will last two years in their positions and will be elected in conjunction with three preferential substitutes, simultaneously with the election of Board of Trustees, they may be reelected for up to two more periods. All members will need to be of legal age and cannot be incumbent at the same time or substitutes from Board of Trustees.
ARTICLE 20°.- (Attributions). Fiscal Commission has the following attributes:
- a) Request to Board of Trustees calling to an Extraordinary Assembly (Article 11°) or to call it directly in case it does not do it or cannot do it.
- b) Supervise social funds and their investments at any time.
- c) Inspect at any moment accounting records and other aspects of the working of the institution.
- d) Verify annual balance, which it will need to approve or observe fundamentally before its consideration by General Assembly.
- e) Perform any other control or inspective function that it understands convenient or competence of General Assembly.
- 4º. ELECTIVE COMMISSION
ARTICLE 21º. (Designation and Attributions) Electoral Commission will be made up of 3 incumbent members, all of them of legal age. It will be chosen by regular general assembly, in year correspondent to elections, with an equal number of substitutes. Commission will have under its charge all that is relative to elective act, as well as realization of scrutiny and determination of its results and triumphant candidates. It has faculties to call to an extraordinary assembly in case of serious irregularities in the election. It will cease functions once new integrants of Board of Trustees take up their positions. Vote will be secret and be submitted through lists that will be registered before Electoral Commission, with a minimal anticipation of fifteen days before date of election. A list will have to be drawn up for Board of Trustees, with indication of candidate to President. To admit a list will need to contain the candidates’ signatures and of five more active associates. Positions will be distributed by proportional representation system. To proclaim triumphant candidates and take up their positions, General Commission, Electoral Commission and outgoing Board will have to be part of the process. Groups of associates that present electoral lists may designate a delegate for each one, so that it can control electoral act and scrutiny.
CHAPTER V - ABOUT THE BYLAW
ARTICLE 22º. (Reform) This bylaw may be reformed by request of two thirds of Board of Trustees or by written petition of seventy five percent of associates minimally with right to vote. Reform will be treated and resolved at Extraordinary Assembly called in same way article 13 determines. Modification of present will only have validity if it counts with the affirmative vote of absolute majority of total of associates with right to vote, and no associate can have more than one vote.
CHAPTER VI - GENERAL DISPOSITIONS
ARTICLE 23º. (Honorary Character) All elective charges exercised within association will have honorary nature.
ARTICLE 24º. (Destiny of goods) In case of dissolution of Association, the remnant of existing goods, once debts are paid, will be destined towards a nonprofit institution, with legal entity, home address in country which will be designated by Dissolution Assembly.
ARTICLE 25º. (Fiscal Year) Fiscal Year of institution will close in the last two weeks of June each year.
ARTICLE 26º. (Special Limitations). This association excludes from its social purpose any other purpose aside from the expressly foreseen in these bylaws.
ARTICLE 27º. (Incompatibility). Any quality of member of any organization of elective character within Institution is incompatible with to be an employee or dependant from itself under any concept.