WikiDonne/Bylaws

Attachment A. These Bylaws are publicly available here.

BYLAWS

Art. 1 - Establishment

1) The social promotion association called “WikiDonne - APS”, hereinafter referred to as the “Association”, is established.

2) The Association is configured as a social promotion association, pursuant to articles. 35 et seq. of Legislative Decree no. 117 of 2017 (Third Sector Code), as well as the general principles of the legal system, for the non-profit, even indirect, pursuit of civic, solidarity and social utility purposes.

The Association, by virtue of registration in the appropriate Register, adopts the qualification of APS and uses this acronym by inserting it in its documents, correspondence and in every communication and external manifestation of the same.

3) The Association is governed by this Bylaws and by any regulations which, approved according to the statutory provisions, may be necessary to better regulate specific associative relationships or activities.

Art. 2 - Affiliation

1) The Association shares the objectives and collaborates with Wikimedia Foundation, Inc., a foundation established under the laws of the state of Florida (USA).

2) The Association has the right to use the trademarks and logos belonging to Wikimedia Foundation, Inc, authorization which can be unilaterally revoked at any time by Wikimedia Foundation, Inc.

Art. 3 - Headquarters

1) The Association is based in the Municipality of Rome.

2) By resolution of the Board of Directors, the registered office may be identified and transferred, without the need for amendment to the bylaws, as long as it is within the same Municipality.

3) By resolution of the Board of Directors, operational offices of the Association may also be established in Italy or abroad.

Art. 4 - Duration

The Association has an unlimited duration.

Art. 5 - Object and purpose

1) The spirit and practice of the Association conform to the principles of the Italian Constitution and are based on full respect for the human, spiritual and cultural dimension of the person.

The Association is non-partisan and will adhere to the following principles: non-profit making, democratic structure and elective nature of the social offices.

2) For the pursuit of civic, solidarity and socially useful purposes, the Association carries out the following activities of interest for members, their families and third parties, mainly making use of the services of associated volunteers general referred to in the art. 5 paragraph 1 of Legislative Decree no. 117 of 2017:

• d) education, instruction and professional training, pursuant to law 28 March 2003, n. 53, and subsequent amendments, as well as cultural activities of social interest with educational purposes;
• f) interventions to protect and enhance the cultural heritage and landscape, pursuant to Legislative Decree 22 January 2004, n. 42, and subsequent amendments;
• i) organization and management of cultural, artistic or recreational activities of social interest, including activities, including editorial, to promote and disseminate the culture and practice of volunteering and the activities of general interest referred to in this article;
• l) extra-curricular training, aimed at preventing school dropout and academic and training success, preventing bullying and combating educational poverty;
• w) promotion and protection of human, civil, social and political rights, as well as the rights of consumers and users of the activities of general interest referred to in this article, promotion of equal opportunities and mutual aid initiatives, including time banks referred to in article 27 of law 8 March 2000, n. 53, and the solidarity purchasing groups referred to in article 1, paragraph 266, of law 24 December 2007, n. 244.

In particular, the Association pursues these activities of general interest through:

• courses and activities for the creation of free content, especially within the projects hosted by the Wikimedia Foundation and OpenStreetMap Foundation, aimed at increasing diversity in all its forms (cultural, linguistic, gender, territorial, ethnic, generational, attitudinal and ability and more), to the development and support of non- and under-represented groups and to the promotion of equity through fair treatment and equal opportunities for all genders, eliminating barriers that have prevented their full participation in society;
• activities for educational, artistic, cultural or recreational-ludic purposes, to increase participation and encourage the use of IT tools by young people, adults and the elderly, increase in the use of open source tools and free licenses in museums, libraries , schools, universities, archives, recreational clubs, public administrations and more in the field of diversity;
• extra-curricular and professional education, instruction and training activities with the aim of increasing the level of education, digital literacy, awareness of the rights of the population in the digital sphere, prevention of bullying and discrimination of all kinds, social inclusion, promotion of equal opportunities and individual and collective growth of women and minorities of any nature;
• activity of valorisation of the historical, artistic and cultural heritage linked to diversity, through the conservation of historical memory, the diffusion of local culture and the digitization of works released in the public domain or with free licenses.

3) The Association can also carry out, in accordance with art. 6 of the Third Sector Code, activities other than those of general interest indicated above provided that they are secondary and instrumental to the latter according to criteria and limits defined by a specific ministerial decree. These activities are identified with a specific resolution of the Assembly.

4) The Association can also carry out fundraising activities - through requests to third parties for donations, bequests and contributions of a non-reciprocal nature - in order to finance its activities of general interest and in compliance with the principles of truth, transparency and correctness in relationships with supporters and the public.

5) The Association also carries out activities to raise awareness and inform the public on issues relevant to its objectives, makes use of every useful tool to achieve its social objectives and in particular collaboration with Local Authorities, also through the stipulation of specific agreements, or with other entities having similar or connected purposes to its own.

Art. 6 - Associates

1) All people who expressly share the aims set out in the previous article and who intend to participate in the association's activities with their work, skills and knowledge can join the Association. The number of members cannot be less than the minimum established by the Third Sector Code; otherwise the membership structure must be integrated within one year.

2) Members of the Association are those who participated in the constitution and those others, upon written request, who will be admitted by the Board of Directors and will pay the membership fee established annually by the Board of Directors. In the application for admission, the interested party declares to know and fully accept this Bylaws, any regulations and to comply with the resolutions legally adopted by the associative bodies.

'The Board of Directors decides on the application according to non-discriminatory criteria, consistent with the objectives pursued and the activities of general interest carried out.

The admission resolution must be communicated to the interested party and noted, by the Board of Directors, in the members' register.

3) In case of failure to accept the application for admission, the Board of Directors must, within 60 days, justify the rejection resolution and communicate it to the interested party who, within 60 days of receiving the communication, can request that the Assembly decides on the request and, if not specifically convened, will decide at the first subsequent meeting.

4) The annual fee paid by members is not transferable, nor repeatable in the event of withdrawal or loss of membership status.

Art. 7 - Rights and duties of members

1) All members have equal rights and equal obligations towards the Association.

2) Admission to the Association cannot be carried out for a temporary period, without prejudice to the right of each member to withdraw from the Association at any time by means of written communication sent to the Association.

3) The members have the right to information and control established by the laws and the Bylaws, to consult the company books by making an express written request to the President and to participate in the meetings and, if in compliance with the payment of the membership fee, have the right to vote on their own and by proxy, to elect and be elected to corporate offices.

4) The members have the obligation to respect the rules of these Bylaws, the resolutions of the Association bodies and to pay the membership fees in the amount established by the Board of Directors.

5) The associated volunteers carry out volunteering activities in a personal, spontaneous and free way for the realization of the Association's aims, as decided by the corporate bodies and consensually assigned to them.

6) It is not permitted for associated volunteers to stipulate any type of contract with the Association having as its object employee or self-employed relationships. Only the expenses actually incurred for the activity performed can be reimbursed to the volunteer, within the limits previously established by the Board of Directors.

7) Those who carry out voluntary activities must be insured against accidents and illnesses connected to carrying out the activity itself, as well as for civil liability towards third parties, in compliance with the provisions of current legislation.

Art. 8 - Loss of membership status

The status of associate is lost due to:

• Death;
• Resignation: each member can withdraw from the association at any time by giving written notice to the Board of Directors; such withdrawal will take effect immediately. The obligation to pay the membership fee for the current year remains unchanged.
• Forfeiture: forfeiture is declared by the Board of Directors after six months from the date for which the obligation to pay the membership fee is expected.
• Exclusion: the status of member is also lost in the event that the person carries out acts in violation of the provisions of the Bylaws, of any regulations as well as of the resolutions approved by the associative bodies, engages in behavior detrimental to the image of the Association, or if they intervene serious reasons that make the continuation of the associative relationship incompatible. The Board of Directors decides on the exclusion measure, after contesting the charges and having heard the member concerned, if requested by the same. The exclusion measure must be communicated by registered letter to the interested party, who can appeal to the Assembly within thirty days. In this case the President must convene the Assembly within fifteen days of receiving the request and the Assembly must be held within thirty days of the convocation.

Art. 9 - Bodies of the Association

1) The bodies of the Association are:

• a) the Members' Assembly;
• b) the Board of Directors;
• c) the President and the Vice President;
• d) Supervisory body (if any);
• e) the Honorary President (if any).

2) All association positions are elective and have a three-year term.

Art. 10 - Composition and duties of the Members' Assembly

1) The Assembly is the highest deliberative body of the Association

2) All members can participate in the Assembly, with the right to vote and to actively and passively elect, starting from the date of the admission resolution, provided they are up to date with the payment of the annual membership fee.

3) Each member has the right to one vote. Members can be represented, by written proxy (ordinary email, certified e-mail, fax or letter), by other members. Each member can receive a maximum of two delegations granted to him or her by other members.

4) In particular, the Assembly has the task of:

• a) outline, examine and approve the addresses, programs and general directives of the Association;
• b) identify any different, secondary and instrumental activities to be carried out;
• c) decide on the final budget and any estimate;
• d) elect the members of the Board of Directors, determining their number, and any supervisory body;
• e) decide on the responsibilities of the members of the corporate bodies and promotes liability action against them;
• f) decide on the appeal of the aspiring member regarding the failure to accept his request for admission, pursuant to art. 6 of this Bylaws;
• g) decide on the appeal of the exclusion measure of the member concerned, pursuant to art. 8 of this Bylaws;
• h) decide on any other topic that the Board of Directors wishes to submit to it.

The Assembly also has the task of:

• a) decide on changes to the Association's Bylaws;
• b) decide on the dissolution, transformation, merger or split of the Association itself.

5) The assembly resolutions taken in compliance with the law and this Bylaws are binding on all members.

Art. 11 - Convocation of the Members' Assembly

1) The Assembly is made up of all members and must be convened by the President, at least once a year, by 30 April, for the approval of the budgets and every time the Board of Directors deems it necessary. It must also be convened whenever at least one tenth of the members make a reasoned request; in this case the President must arrange the convocation within 15 days of receiving the request and the Assembly must be held within 30 days of the convocation.

2) The meetings must be called by written communication (ordinary email, certified e-mail, fax or letter) to be sent at least 15 days before the date set for the meeting, or by another suitable means to ensure with certainty of delivery within the aforementioned deadline. The notice must contain the day, place and time for the first and second call, as well as the list of matters to be discussed.

Art. 12 - Validity of the Assembly

1) The Assembly is chaired by the President of the Association; in his absence the Assembly is chaired by the Vice President; in the absence of both, the Assembly appoints its own president.

2) It is up to the President of the Assembly to verify the regularity of the delegations and in general the right to speak at the Assembly.

3) L’Assemblea è validamente costituita in prima convocazione quando sia presente o rappresentata almeno la metà più uno degli associati. In seconda convocazione l’Assemblea è validamente costituita qualunque sia il numero degli associati intervenuti o rappresentati.

4) The resolutions of the Assembly are valid when they are approved by the majority of votes. Abstentions are not taken into account when counting votes. For resolutions regarding changes to the Association's Bylaws, the presence of a majority of members and the favorable vote of at least two thirds of those present in person and by proxy are required. The transformation, merger, split or dissolution of the Association and related devolution of the residual assets must be resolved with the favorable vote of at least three-quarters of the members.

5) The resolutions of the Assembly must be recorded in minutes signed by the President of the Assembly and the Secretary. Each member has the right to consult the minutes of the meetings drawn up.

6) The possibility for the Assembly to take place in telematic mode using videoconference or audioconference tools is permitted, provided that all participants can be identified and are allowed to follow the discussion and intervene in real time at the discussion of the topics addressed, as well as viewing, receiving or transmitting documents. If these requirements are met, the Assembly is considered to be held in the place where the President is located and where the Secretary of the meeting must also be located, in order to allow the drafting and signing of the minutes in the relevant book.

Art. 13 - Appointment and composition of the Board of Directors

1) The Board of Directors is the executive body of the Association.

2) The Board of Directors is elected by the Members' Assembly. It is made up of a minimum of three and a maximum of nine members, chosen from among the associates.

3) The members of the Board of Directors remain in office for three years and can be re-elected.

If one or more members are missing, the Board of Directors replaces them by appointing in their place the member or members who were next in the voting rankings in the last assembly election. In any case, the new directors' terms of office expire together with those in office at the time of their appointment. If more than half of the councilors are missing, the President must convene the Assembly for new elections.

4) The Board of Directors elects the President and the Vice President from among its members and assigns the roles of Secretary and Treasurer, also choosing the latter from among its members. If necessary, with the exclusion of legal representation, up to two tasks may be assigned to a single person.

Art. 14 - Convocation and validity of the Board of Directors

1) The Board of Directors is convened by the President whenever necessary and, in any case, at least once for each financial year to decide on the final balance sheet and any budget to be presented for approval by the 'Meeting of members, or following a reasoned request from at least two of its members.

2) The call is made by written communication to be sent at least 8 days before the date set for the meeting. The notice must contain the day, place and time, as well as the list of matters to be discussed.

3) The Board of Directors is chaired by the President, or, in his absence, by the Vice President, or, in the absence of both, by the oldest member. The functions of secretary are carried out by the Secretary of the Association or in cases of his absence or impediment by a person designated by the person chairing the meeting.

4) Council meetings are validly constituted when the majority of its members attend. The resolutions of the Council are adopted with the favorable vote of the majority of those present and they must appear in the minutes of the meeting, signed by the President and the Secretary. Each member has the right to consult the minutes of the meetings drawn up.

5) The possibility that the meeting of the Board of Directors takes place electronically in the manner provided for in the art. is permitted. 12 paragraph 6 of these Bylaws.

Art. 15 - Duties of the Board of Directors

1) The Board of Directors is responsible for the implementation of the general directives established by the Assembly and the promotion, within these directives, of any initiative aimed at achieving the objectives of the Association.

2) The Board of Directors is also responsible for:

• a) elect the President and the Vice President;
• b) assign the roles of Secretary and Treasurer among its members;
• c) administer the economic resources of the Association and its assets, with all the broadest powers in this regard;
• d) prepare, at the end of each financial year, the final budget and any budget for the following financial year, to be submitted for approval by the Assembly;
• e) if deemed appropriate, draw up a specific internal regulation which, in compliance with the rules of these Bylaws, must regulate the specific and organizational aspects of the life of the Association. Said regulation must be submitted for * approval to the Assembly which will decide with ordinary majorities;
• f) call meetings, conferences, etc.;
• g) decide on all acts of ordinary and extraordinary administration of the Association;
• h) decide on the Association's membership of other similar institutions;
• i) decide on the admission, disqualification and exclusion of members;
• j) decide, in case of particular needs, to hire employees or make use of self-employed workers, also using its associates in accordance with the provisions of the art. 36 of Legislative Decree no. 117/2017;
• k) propose to the Assembly the awarding of honors and/or honorary positions to members or third parties who have acquired particular merit in the Association's activities; non-members in whose favor this contribution is decided are not entitled to the rights referred to in the art. 6, paragraph 3;
• l) establish operational offices, appointing the relevant manager(s), with the power of revocation.

Art. 16 - President

1) The President is the legal representative of the Association before third parties, including in court. He/she is also President of the Assembly and of the Board of Directors.

2) The President is elected by the Board of Directors from among its members, holds office for three years and can be re-elected for a maximum of three consecutive terms.

3) It convenes and presides over the Assembly and the Board of Directors.

4) The President in particular:

• a) ensures the execution of the resolutions of the Assembly and the Board of Directors;
• b) is delegated to carry out all acts of ordinary administration of the Association and in particular to open bank and postal accounts and operate on them; carry out ordinary financial and banking operations; carry out collections of any nature * from any office, body, natural or legal person, issuing receipts; make payments of any nature, including payments of wages and salaries to employees.

For banking and financial operations, the Board of Directors may request the joint signature of another member of the Board.

5) The President is responsible for maintaining relations with the bodies and institutions present in the territory.

6) In cases of urgency, the Board of Directors may also adopt measures under the jurisdiction of the Board of Directors, with the obligation to report to it at the first subsequent meeting.

7) The Vice President replaces the President in the event of his/her absence or impediment, in all the functions assigned to him/her.

Art. 17 - Secretary and Treasurer

1) The Secretary and the Treasurer assist the President in carrying out his duties.

2) The Secretary is responsible for:

• a) the drafting of the minutes of the meetings of the Assembly and of the Board of Directors.
• b) ensure that the meetings of the Assembly and the Board of Directors are called promptly;
• c) the drafting of minute books as well as the membership register and the register of members who carry out voluntary activities.

3) The Treasurer is responsible for:

• a) keep and update the accounting books;
• b) prepare the Association's budget.

Art. 18 - Honorary President

1) The Association recognizes in various ways the possibility of having an honorary figure of the Honorary President.

2) The position of Honorary President may be proposed by the Board of Directors, and approved/ratified by the Members' Assembly, with reference to a former President of the Association or an eminent personality of the social, cultural or scientific world that has stood out for its activity linked to the association's theme relating to diversity, women, non- and under-represented groups.

3) The position can be long-term or even indefinite, without prejudice to the right of withdrawal and is not burdened by any institutional burden inherent to the presidential function, which instead falls substantially to the President of the Association.

4) The Honorary President may be invited to participate in the meetings of the Board of Directors, but without the right to vote.

Art. 19 - Control Body

1) The monocratic supervisory body is appointed if the Assembly deems it appropriate or by regulatory obligation, pursuant to art. 30, paragraph 2 of Legislative Decree no. 117/2017.

The member of the Body remains in office for three years, can be re-elected and can also be chosen from among people outside the Association, with regard to their expertise, and must be chosen from among the legal auditors registered in the appropriate register.

2) The Supervisory Body:

• supervises compliance with the law, the statute and compliance with the principles of correct administration;
• supervises the adequacy of the organizational, administrative and accounting structure and its concrete functioning;
• carries out monitoring tasks regarding compliance with civic, solidarity and social utility purposes.

The member of the Supervisory Body can at any time carry out inspection and control actions and, to this end, can ask the directors for information on the progress of corporate operations or on certain affairs.

3) It can also exercise, upon exceeding the limits set out in the art. 31, paragraph 1 of Legislative Decree no. 117/2017, the legal audit of accounts.

Art. 20 - Company books

1) The Association must keep, under the care of the Board of Directors, the following books:

• members' book;
• register of volunteers, who carry out their activities on a non-occasional basis;
• book of meetings and resolutions of the Assembly;
• book of meetings and resolutions of the Board of Directors.

2) The book of meetings and resolutions of any other associative bodies are kept by the body to which they refer.

Art. 21 - Economic resources

1) The Association's revenues are established in compliance with the limits set by Legislative Decree no. 117/2017, by:

• membership fees and contributions from members;
• donations from members and third parties;
• donations and bequests;
• income from fundraising activities;
• contributions and contributions made by public administrations, including reimbursements or income deriving from the provision of services carried out under agreement;
• contributions from public bodies governed by international law;
• property income;
• proceeds from the sale of goods and services to members and third parties;
• income from different activities, carried out in secondary and instrumental modes pursuant to art. 6 of Legislative Decree no. 117/2017.

2) It is forbidden to distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital to founders, associates, workers and collaborators, administrators and other members of the corporate bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

3) The assets of the Association, including any revenues, proceeds, income however denominated, are used for carrying out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.

Art. 22 - Financial year

1) The financial year begins on January 1st and ends on December 31st of each year.

2) At the end of each financial year, the Board of Directors draws up the final budget and any estimate which it will take care to deposit at the registered office, available to the members, five days before the date established for the 'Annual ordinary meeting, together with the report of the auditors, if appointed.

3) The balance sheet must show the assets, contributions and bequests received. Any profits or operating surpluses, as well as the capital components achieved with them, cannot be distributed even indirectly, but must be donated to activities, facilities and capital increases aimed at achieving the Association's objectives.

Art. 23 - Transformation, merger, split, dissolution or extinction

1) The transformation, merger, split, dissolution or extinction of the Association is decided by the Assembly, according to the methods indicated in the art. 11 paragraph 4 of these Bylaws.

2) The Assembly must, if necessary, appoint one or more liquidators, preferably choosing them from among the members.

3) In the event of dissolution of the Association, all the economic resources remaining after the exhaustion of the liquidation cannot be divided among the members, but will be donated to another third sector body, subject to the positive opinion of the 'Office referred to in art. 45 paragraph 1 of Legislative Decree no. 117/2017 when established.

Art. 24 - General provisions

For anything not provided for by this Bylaws, by any internal Regulations and by the resolutions of the associative bodies, the provisions of Legislative Decree 3 July 2017, n. apply. 117 (Third Sector Code) and, to the extent compatible, by the provisions of the Civil Code.