Yoruba Wikimedians User Group/Bylaw

Yoruba Wikimedians User Group Bylaws

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1. ARTICLE I – NAME
The name of this organization shall be Yoruba Wikimedians Association (YWA). It shall operate as a nonprofit association of volunteers dedicated to promoting free knowledge through Wikimedia projects in Yoruba language and culture. The registered office and agent shall be determined by the Board of Trustees. The official website shall be maintained at a domain determined by the Board.

2. ARTICLE II – MISSION AND PURPOSE

The purpose of the Yoruba Wikimedians Association is to: Promote access to free knowledge in the Yoruba language and about Yoruba culture; Support the growth of Yoruba-language Wikimedia projects; Partner with volunteers, cultural institutions, educational bodies, governments, and other mission-aligned organizations; Facilitate training, outreach, and community-building activities that align with the broader Wikimedia movement.

3. ARTICLE III – MEMBERSHIP

Membership is open to all individuals who support the mission and values of the Association. Members shall pay an annual due as determined by the Board (not exceeding ₦2,000 initially). Membership privileges may include participation in elections, access to members-only events, and eligibility to serve on committees. The Board may set criteria for active membership and create provisions for membership scholarships or waivers.

4․ ARTICLE IV – BOARD OF TRUSTEES

Section 1. General Powers The Board of Trustees shall govern the Association and manage its affairs, either directly or through delegated authority. Section 2. Composition and Tenure The Board shall consist of seven (7) to nine (9) members. Trustees shall serve three-year terms and may be re-elected or reappointed once. Trustees shall remain in office until a successor is appointed or elected. Section 3. Selection Process (A) Principles The Board shall reflect diversity in gender, geography, skills, and experience. Trustees are expected to act with fiduciary duty, integrity, and alignment with the Wikimedia Foundation values. (B) Community-Elected Trustees Three (3) Trustees shall be elected by the membership through a democratic voting process every three years. The Board shall oversee election procedures, ensuring fairness and transparency. Elected Trustees must resign from any other governance or paid roles within YWA for the duration of their term. (C) Board-Appointed Trustees Up to six (6) Trustees may be appointed by the sitting Board based on expertise, representation, or specific needs. Appointed Trustees must also step down from other governance or paid roles during their term. Appointments may be renewed once. Section 4. Meetings The Board shall meet at least once every quarter. Meetings may be held in-person or via telecommunication. A quorum consists of a simple majority of Trustees then in office. Decisions are passed by majority vote unless otherwise specified. (a) Special Meetings Called by the Chair, Vice-Chair, or two Trustees with 48-hour notice. (b) Notice & Waiver Notice shall specify time, date, and purpose. Attendance constitutes waiver of notice unless objections are raised at the start. (c) Virtual Attendance Participation via video conferencing or equivalent constitutes presence. (d) Action Without Meeting Unanimous written or electronic consent by all Trustees can substitute for a meeting. Section 5. Resignation and Vacancies A Trustee may resign by written notice to the Chair. Vacancies shall be filled by Board appointment for the remainder of the term. Section 6. Removal A Trustee may be removed by two-thirds vote of the Board. The removed Trustee may appeal in writing within 72 hours. The Board’s decision on appeal is final. Section 7. Committees and Delegation The Board may create standing or ad-hoc committees and delegate functions accordingly. Committees may include non-Trustee members from the community. Committee actions are advisory unless explicitly authorized. Section 8. Compensation Trustees shall serve without compensation. Reimbursement of reasonable expenses for official duties may be allowed, subject to Board approval. Section 9. Voting Methods Voting may occur via electronic mail, secure wiki platforms, virtual conferencing tools, or other verifiable methods. Proxy voting is prohibited. Section 10. Reserved Powers Unless otherwise delegated, the Board retains authority over: Policies, user agreements, strategic plans; Partner relationships; Program oversight; Legal and regulatory compliance.

5․ ARTICLE V – AMENDMENTS
These Bylaws may be amended by: A two-thirds (2/3) vote of the full Board of Trustees, provided the amendment has been circulated to all Trustees at least seven (7) days prior to the vote; Ratification by a simple majority of active members, if the amendment significantly affects membership structure or rights.

6․ ARTICLE VI – DISSOLUTION
In the event of dissolution: Assets shall be distributed to another Wikimedia-recognized affiliate or a nonprofit with similar goals, in accordance with Nigerian law and Wikimedia Foundation’s Affiliate guidelines.

7․ ARTICLE VII - OFFICERS AND DUTIES

Section 1. Composition The Yoruba Wikimedians Association shall be governed by a Board of Trustees, which shall elect from among its members the following officers: Chairperson, Vice Chairperson, and Secretary. The Board shall also appoint key non-trustee officers including an Executive Director, Treasurer, and Club Coordinators. Additional officers may be appointed by the Board as needed. (a) Chairperson The Chairperson shall preside over all meetings of the Board and the general assembly. They shall provide strategic leadership, oversee implementation of the Association’s goals, represent the Association publicly, and carry out duties as directed by the Board. The Chairperson may co-sign official documents with the Secretary or another authorized officer. (b) Vice Chairperson The Vice Chairperson shall assume the duties of the Chairperson in their absence or incapacity and shall assist the Chairperson as required. The Board may assign the Vice Chairperson additional responsibilities. (c) Secretary The Secretary shall be responsible for maintaining accurate and up-to-date records of Board meetings and general assembly resolutions, ensuring the timely issuance of meeting notices, and keeping custody of all official documents. The Secretary may delegate tasks when necessary, with approval from the Board. (d) Executive Director The Executive Director, a non-trustee, shall serve as the chief executive officer of the Association. The Executive Director shall be responsible for executing Board directives, overseeing daily operations, managing staff and volunteers, and ensuring that strategic goals are achieved. With delegated authority, the Executive Director may sign contracts and manage organizational partnerships. (e) Treasurer The Treasurer, who may be a trustee or non-trustee, shall oversee the Association’s finances. They shall keep proper records, prepare financial statements, supervise audits, and provide quarterly financial reports to the Board. The Treasurer may delegate certain administrative duties with Board approval. (f) Club Coordinators Each Wikimedia Club affiliated with the Association shall have a Coordinator appointed by the Board. Coordinators shall implement Association goals at the club level, maintain regular communication with the Executive Director, and ensure club activities align with the Association’s mission. Coordinators may not enter into contracts or obligations on behalf of the Association without Board approval. (g) Clubs Wikimedia Clubs are semi-autonomous groups established in institutions of higher learning to promote Wikimedia projects in alignment with the Yoruba Wikimedians Association's mission. Clubs operate under the supervision of the Board and must submit periodic activity and financial reports. Section 2. Tenure All trustee officers shall be elected for a renewable three-year term and may serve no more than three consecutive terms. Non-trustee officers shall be appointed for renewable three-year terms, subject to annual performance review. Officers shall remain in office until a successor is elected, appointed, or they resign. Section 3. Removal Any officer may be removed by a two-thirds vote of the Board if their conduct is deemed to be in conflict with the goals or values of the Association. Section 4. Vacancies Vacant positions shall be filled by the Board for the remainder of the term. In urgent cases, the Chairperson may make a temporary appointment until the next Board meeting. Section 5. Resignation Any officer may resign by submitting written notice to the Chairperson or Executive Director. The resignation shall take effect upon acceptance or as specified in the notice.

8․ ARTICLE VIII - ASSETS

Section 1. Dedication of Assets The assets of the Yoruba Wikimedians Association shall be used exclusively for charitable, educational, and public benefit purposes. No part of the Association's income or assets shall benefit any member, officer, or private individual, except as reasonable compensation for services rendered. Section 2. Distribution of Assets Upon dissolution of the Association, its remaining assets shall be distributed to one or more nonprofit entities committed to free knowledge and public education, in line with the mission of the Wikimedia Foundation.

9․ ARTICLE IX - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts The Chairperson, or a duly authorized officer, may enter into contracts on behalf of the Association, with Board approval. Such authority may be delegated in writing. Section 2. Loans The Association shall not incur loans or financial obligations without prior approval by resolution of the Board. Section 3. Checks and Drafts All disbursements shall be made via cheque, bank transfer, or other traceable means. Signatories on financial instruments must be designated by Board resolution. Section 4. Deposits All funds of the Association shall be deposited in approved financial institutions as directed by the Board.

10․ ARTICLE X - INDEMNIFICATION

(a) The Association shall indemnify any officer or trustee involved in legal proceedings arising from their official duties, provided such actions were undertaken in good faith and in the best interest of the Association. (b) The Association may procure liability insurance for its officers, trustees, and volunteers. (c) Indemnification does not apply if the individual has already received compensation or indemnity from another organization.

11․ ARTICLE XI - WAIVER OF NOTICE
Written or electronic waivers of notice, signed by the individual(s) entitled to notice, shall be considered valid in lieu of formal notice requirements.

12․ ARTICLE XII - MISCELLANEOUS

Section 1. Amendment of Bylaws These Bylaws may be amended by a two-thirds vote of the Board and ratified by an absolute majority of active registered members. For the purposes of this clause, "absolute majority" means two-thirds of votes cast by members active for at least three months preceding the vote. Section 2. Association Seal The Association shall maintain a seal bearing the name "Yoruba Wikimedians Association," its founding year, and the phrase "CORPORATE SEAL, FEDERAL REPUBLIC OF NIGERIA." Section 3. Fiscal Year, Audit, and Review The fiscal year shall run from January 1 to December 31. A Certified Public Accountant shall audit the Association's accounts annually and conduct quarterly reviews. Section 4. Notices Notices shall be sent to the recipient's most recent email or physical address on record and may be waived in writing by the recipient. SIGNATURES

13․ REORGANIZATION AND LIQUIDATION OF ORGANIZATION

Relations related to the reorganization of the organization are regulated by laws of the Federal Republic of Nigeria. The programs and activities of Yoruba Wikimedians Association may be suspended for a certain period or indefinitely by a court decision based on the application of the Authorized Body. The reorganization or liquidation of the Organization is carried out in accordance with the laws of the Federal Republic of Nigeria Yoruba Wikimedians Association is liquidated by the Companies and Allied Matters Act (CAMA), 2020, and relevant provisions of the Bankruptcy and Insolvency Act. In the event of the dissolution or liquidation of the Yoruba Wikimedians Association, and after the settlement of all liabilities and obligations to creditors, the remaining assets shall be applied strictly toward the achievement of the objectives stated in the Association’s Constitution and Charter. If it becomes impossible to apply the remaining assets to the original objectives, such assets shall be transferred to another nonprofit organization in Nigeria with similar aims and objectives, as may be determined by the Board of Trustees and approved by the Corporate Affairs Commission (CAC), in accordance with the provisions of the Companies and Allied Matters Act, 2020. Under no circumstance shall any portion of the assets be distributed or transferred to any private individual or trustee. Where no suitable nonprofit is identified, or where required by law, such assets shall be transferred to the Government of the Federal Republic of Nigeria for charitable purposes as prescribed by law.