Wikimedia Bangladesh/MoA

MEMORANDUM OF ASSOCIATION
OF
WIKIMEDIA BANGLADESH FOUNDATION

I. Name

The name of the Society shall be Wikimedia Bangladesh Foundation, and it will be known as Wikimedia Bangladesh or WMBD in short.

II. Address

The registered office of WMBD shall be situated at Dhaka, Bangladesh. It may be shifted to any place of the country by the decision of the Executive Committee of WMBD.

III. Type of Society

The Society is a voluntary and non-profit organization.

IV. Working Area

The Society shall work within the geographical boundary of Bangladesh and shall spread its activities all over the country.

V. Objectives and Goals of the Society

To create awareness among the people of Bangladesh about the availability of free and open educational content and enable them to effectively use them.
To help build capacities of individuals and institutions to access, develop and contribute to free and open educational resources which include but not limited to encyclopedias, dictionaries, books, images etc.
To organize workshops, seminars, study circles, conferences, training programs and other educational activities in collaboration and co-operation with academic/educational institutes, research groups, non-government organizations, foreign agencies, government and any other interested organization for spreading the knowledge and/or use of free and open educational resources.
To support charitable work of the Wikimedia Foundation, registered in USA.
To promote wider participation in creation, dissemination and expansion of information and educational resources covering the world’s knowledge and languages to all persons, everywhere.
To further the development of electronic, printed and other resources required to support such participation.
To produce, publish and develop or cause to be produced, published and developed, information/educational resources, whether in printed, electronic or other forms.
To encourage the use of information resources for the advancement of education.
To do all and any other acts or things as may be incidental or conducive to the attainment of all or any of the above objects.

VI. Application of Assets

The assets and incomes of the Society shall be used solely for the achievement of the objectives of WMBD, no portion of it shall be used for payment to the Members of the Executive Committee or the Members of the Society by way of profit, dividend, interest, loan etc. except as reimbursement of expenses incurred by them in connection with the business of the Society and as a reasonable remuneration for any specific professional service(s) rendered (if any).

VI. Executive Committee

The Executive Committee is authorized to apply for the registration of the Society under section 2 of the Societies Registration Act, 1860.

Signatories

(Order) Serial No., Name, Age, Occupation

Ragib Hasan, 32, Computer Scientist
Tanvir Rahman, 20, Student
Mayeenul Islam Mayeen, 25, Graphics Designer
Ali Haidar Khan, 25, Credit Analyst
Munir Hasan, 44, Consultant
Nasir Khan, 20, Student
Shabab Mustafa, 25, IT Professional
Tanweer Morshed, 18, Student
Tarif Ezaz, 22, Student

ARTICLE OF ASSOCIATION
OF
WIKIMEDIA BANGLADESH FOUNDATION

ARTICLE I – DEFINITIONS

In these articles

The “Act” means Societies Registration Act, 1860;
“WMBD” or “Society” means Wikimedia Bangladesh;
“Registrar” means Registrar of Joint Stock Companies and Firms, Bangladesh;
“Executive Committee” or “EC” means the committee elected from and by the members of the General Body for running the affairs of Wikimedia Bangladesh;
“General Body” means and consists of all members of Wikimedia Bangladesh who have voting rights;
“Office” means the registered office of the Society, as may be determined by the Executive Committee from time to time;
“Address” means a postal address or, for the purposes of electronic communication, a fax number, an e-mail address, a text message number or any other electronic point of contact at which the member has explicitly consented to receiving messages, in each case registered with the society;
“Officer Bearers” means President, Secretary, Treasurers, and members of the Executive Committee;
“The Seal” means the common seal of the society if it has one;
“Secretary” means the secretary of the society or any other person appointed to perform the duties of the secretary of the society, including a joint, assistant or deputy secretary;
“Month” means the Calendar Month;
“Year” or “Fiscal Year” means the financial year, which begins on the first of July every year and ends on the thirtieth June of next year. Unless the context otherwise requires words or expressions contained in these articles have the same meaning as stated above.

ARTICLE II – MEMBERSHIP

Any natural person and institution/corporate body may become member of the Society. Members may either be Bangladeshis or foreign nationals. A regular member of the Society is obligated to:

Observing the bylaws and other regulations of the Society;
Pay the membership fee of the Society unless otherwise specified.

Members of the Society are divided into:

Founding Member
Regular Member
Supporting Member
Institutional Member
Honorary Member

Founding Member

Members of the Society who have subscribed to and signed the Memorandum & Articles of Association of the Society shall be called Founder Members of the Society. Founder members have all the rights & obligations as a regular member.

Regular member

A Bangladeshi citizen who is above 18 years of age and has full capability to legal activities and isn’t deprived of his or her public privileges may become a regular member of the Society provided:

S/he has submitted an application for membership to the Executive Committee;
His or her application has been accepted by the committee.

A regular member of the Society has rights to:

Vote and participate actively/passively in elections of Executive Committee and become a member of the Executive Committee;
Take part in the General Meetings;
Make statements, submit opinions and postulate to the Executive Committee on every topic related with the activity of the Society;
Take part in the realization of objectives and goals of the Society;
Be able to use the Society’s equipment, services and support, as long as it serves the goals of the Society;
Participate in the formation and realization of the Society’s programs.

Supporting member

A person who is above 10 years of age (but not more than 18 years of age), or a foreign national may become a Supporting Member of the Society provided:

S/he has submitted an application for membership to the Executive Committee;
His or her application has been accepted by the committee.
A supporting member has all the rights of a regular member except voting right and cannot become a member of the Executive Committee.

Institutional Member

Any academic/educational institute, research group, non-government organization, foreign agency, and any other interested organization may become an Institutional Member of the Society which is interested in contributing to the objectives and goals of the Society. An Institutional Member does not have voting rights & cannot become a member of the Executive Committee.

An Institutional Member has following rights:

It may nominate any person to attend the General Meeting as ‘Observer’;
It may, through its nominee, make statements, submit opinions and give suggestion to the committee on topics related with the activity of the Society but those will not be binging on the committee;
It may take part in the realization of objectives and goals of the Society;
It may participate in the formation and realization of the Society’s program.

Honorary Member

Any person, who granted an extraordinary contribution to the objectives and goals of the Society, may become an Honorary Member, provided:

S/he has been proposed for the membership by any regular member of the society;
S/he has expressed his or her will to become an honorary member;
His or her nomination as honorary member has been approved by the Executive Committee.
Honorary members have all rights of regular members except voting right and cannot become a member of Executive Committee.

ARTICLE III – CANCELLATION OF MEMBERSHIP

Membership of the Society may by canceled when:

A member has submitted a letter of self-resignation to the committee and it has been accepted;
A member has died or lost his or her legal rights;
A member has not paid his or her membership dues to the Society for consecutive 3 terms without presenting any reason;
A person has involved in activities against the objective and interest of the society.

A person, whose membership has been canceled, has the right to appeal to Board within 30 days after issuance of cancellation decision. The committee will conduct the hearing and decide on the fate of the membership based on majority opinion of the committee.

ARTICLE IV – ENROLLMENT AND ANNUAL SUBSCRIPTION OF MEMBERSHIP

All the members of the Society will be required to pay a fee during enrollment as a member for the first time. There will also be an annual subscription fee which will be called membership fee. Membership fees should be paid until the end of the first quarter of every year. Newly appointed members should pay their fees according to the rules set by the Board, in 30 days time upon a notification of being accepted to the Association. The amount of membership & other fees will be decided by the Executive Committee from time to time in separate resolutions.

ARTICLE V – MANAGEMENT

All the regular members of the Society shall comprise the General Body. General Body will be the top body of the Society and will decide on the policy related issues. The Society will be run by an Executive committee. Members of the Executive committee will be elected from the regular members.

ARTICLE VI – VOTING

Every regular member of the Society shall have one vote and it shall be exercised in person and there shall be no proxy voting. Voting can be done by ballot, raising hands or by any other means as may seem reasonable. In all cases the President or the person presiding over the meeting shall have a tie-breaker vote.

ARTICLE VII – MEETINGS OF THE SOCIETY

Meetings of the General Body

Annual General Meeting of Members

Every year a General Body Meeting of the members of (who have voting rights and who were members of the Society three months prior to the date of the General Body Meeting) the Society shall be held within six months after the closing of the financial Year (31st December) at which the following subjects among others shall discussed:

Consideration and approval of the report of the activities of the Society for immediate preceding financial Year;
Consideration and approval of the Audited accounts and the report of the Auditors thereon for the immediate preceding financial Year;
Consideration and approval of the Budget for the current year;
Election of Members of the Executive Committee if any;
Appointment of Auditors.

Extraordinary General Body Meetings

A special or Extraordinary General Meeting of the members of the Society shall be convened by the President or the Secretary under instructions from the President on a decision by the Executive committee or on request by one third of the members of the society in writing indicating the subjects for discussion at such a meeting.

The procedure for conduct and holding of such meeting of members (Special or annual) shall be as per procedure laid down under the provisions of Societies Registration Act, 1860 as amended from time to time.

The procedure laid down for elections of Members to the Executive Committee under the provisions of Societies Registration Act, 1860 as amended from time to time shall be followed. Meetings of the Executive Committee Meetings of the Executive Committee shall be held once in every three months. President shall lead the meeting, and Secretary shall also hold the time of the meeting. The functioning of the Society shall be the discussion subject of the meeting. Only members of the executive committee are allowed in this meeting. In case of any need or urgency, additional Executive Committee meeting can be held with prior notification. Regular and additional Executive Committee meetings can also be an online meeting.

ARTICLE VIII – QUORUM

Quorum of Annual General Meeting and Extraordinary General Body Meeting

The quorum for Annual General meeting or Extraordinary General meeting of members shall be 10% of the members subject to a minimum of 4. If at a particular meeting of members quorum is not present, then the meeting shall be adjourned for half an hour. No quorum is necessary for such adjourned meetings and the only matters indicated in the notice shall be discussed and decided.

Quorum of Executive Committee Meeting

Half of the total of the Executive Committee members (fraction of more than half rounded off to next higher number) shall form quorum, subject to a minimum of three members.

ARTICLE IX - EXECUTIVE COMMITTEE

The management of the Society shall be vested with the Executive Committee whose composition is defined here under.

Composition of the Executive Committee

The Executive Committee shall consist of
a) President,

b) Secretary,

c) Treasurer, and

d) Six Members.
The Members to Executive Committee shall be elected by the Members at their Annual General Meeting and as procedure laid down by the provisions of the The Society Registration Act, 1860 as amended from time to time.
The Executive Committee shall meet at least once in every three months and half of the total of the Executive Committee members (fraction of more than half rounded off to next higher number) shall form quorum, subject to a minimum of three members.
The term of membership of Executive Committee members shall be two years at a time.
Expenses incurred by the members for attending Executive Committee meetings or meetings of sub-committee(s) appointed (if any) by the Executive Committee or the General Body, shall be reimbursed at rates fixed or approved by the Executive Committee from time to time.
Any vacancy caused in the membership of the Executive Committee shall be filled from within the membership of the Society who shall hold the post/position till shall be next General Body Meeting. Such member chosen to fill said vacancy shall be chosen by the Executive Committee.
At the first meeting held immediately after the Registration/elections as the case may be, the Executive Committee shall elect from among themselves the following Office Bearers who shall hold the Office as per the rules herein contained.
a) President

b) Secretary

c) Treasurer
All members of the Executive Committee would be expected to adhere to code of conduct and be able to spare adequate time to perform their roles/function as defined here in. The code of conduct, EC member and commitments would be defined by the Executive Committee.
Executive Committee members not adhering to the code of conduct or unable to perform their responsibilities as defined in Article X can be removed from their position by a two-thirds majority vote by the General Body.
An EC member may resign during their term if they are unable to devote adequate time to fulfill their commitments of their position as defined here in.
If the General Body decides by a two-thirds majority to delete the name of a member from the Executive Committee membership for any proven unprofessional behavior or conduct, or action prejudicial to the interest of the Society, provided before any disciplinary action of such a nature is taken, the concerned member will be given an opportunity to appear before a meeting of the General Body and present his or her case at the next General Body or Special General Body Meeting.

Powers of the Executive Committee

The control, administration and management of the Society, its properties, funds, assets and the institution shall vest with the Executive Committee.
The Executive Committee is entrusted with the responsibility of managing the Society properties, and fulfillment of the aims and objects as contained in the Memorandum of the Society as amended from time to time , and to this end take and implement decisions, including appointment, removal etc., of staff, consultants etc., procure funds and invest them profitably and prudently, to lease out, acquire, develop, alter, alienate or sell the properties of the Society in the best interest of the Society.
To regulate the Income and Expenditure of the Society in the best interest of the Society.
To maintain and regulate day to day accounts and to conserve and improve its resources and properties.
The members of the Executive Committee shall have equal voice in all matters concerning the running of the Society and right to look into its accounts & documents and to make proposals for ensuring efficient management of the Society, its funds and properties, in fulfillment of the objectives of the Society.
To open, operate and close Bank account(s) with any Scheduled Bank(s) including making and withdrawing investments, deposits, taking loans with or without interest and with or without security etc., including Bank operations (Cheque signing powers).
To approve and recommend Budgets, Audited accounts & the report of the Auditors thereon and Annual activity reports to the members at their Annual General Meeting for consideration and approval.
To frame, approve and modify Working procedures/manuals (Administrative, Finance & Accounts, etc.) for day to day smooth running and functioning of the Society, from time to time.
To do all such acts, deeds, etc. as are necessary and, in consonance with the above powers and as per direction given by & superintendence of, the General Body in the larger interest of the Society.

ARTICLE X - POWER OF OFFICE BEARERS

The term of the office bearers (President, Secretary & Treasurer) shall be two years at a time. An office bearer can be re-elected for further term(s) of two years, provided there shall be a gap of one year after every continuous four years of involvement. The powers and responsibilities of the office bearers are described below:

President

The President shall be the head of the Society.
The President shall preside over the meetings of the Executive Committee and General Body meeting of members (including Special/Extra-ordinary General Body meetings) unless otherwise decided by the members and conduct its deliberations.
Convene meeting of the Executive Committee and General Body, as contained in these rules.
The President will advise the Secretary on all affairs for proper functioning of the Society. He/She will supervise all the activities of the Society, shall provide direction and may ask for clarification on any matters related to the interest of the Society.
In the council or Executive committee meetings, president will give deciding vote when necessary.
Appointments of staffs, consultants and advisors, both full time and part time, shall be first approved by the President or as may be directed by the Executive Committee from time to time.
The president shall sign or authenticate all notices, communications, letters, memorandum and other papers, whether they are acts of the Executive Committee, or of the General Body, or of any officer of the Society, and when so signed or authenticated it shall be conclusive.
The president shall operate the Bank Account(s) of the Society jointly with the Secretary and the Treasurer, or with such persons as are authorized by the Executive Committee.

Secretary

The Secretary shall be the chief executive of the Society.
S/he will be responsible for proper functioning of the Society and exercise all necessary powers and control over the functioning of the Society, (subject to superintendence, control and directions issued by the President, the Executive Committee and/or the General body of Members from time to time) for regular running of and exercise control & supervision of/on the administration of all the affairs of the Society. The Secretary shall consult or may seek direction from the President for the affairs related to the proper functioning of the Society.
All payments on behalf of the Society shall be first approved by him before the payment is made and shall be responsible for collection of all dues to the Society.
All expenses incurred by the Secretary, in connections with the Society's work, shall be approved by the President or the Treasurer or other Executive Committee Member as may be so decided.
All expenses of over Taka 20,000 shall be first approved by the President and all expenses of over Taka 50,000 shall first be approved by the Executive Committee.
The Secretary shall maintain minutes of all Meetings of the Society, Executive Committee and committees thereof.
S/he shall prepare reports on the activities of the Society, (Quarterly, Annual or for any other period(s) as may be required) and submit it to the Executive Committee/General Body of Member.
The Secretary shall discharge all such other duties as are incidental to his office and as per directions of the President (Head of the Society), the Executive Committee and the General Body from time to time.
The Secretary shall circulate all notices, communications, letters, memorandum and other papers and shall be responsible for all communications within or outside the Society.
S/he may appoint Staff, Consultants and Advisers both full time and part time for proper functioning of the Society subject to approval of the President and as per rules framed hereunder if any and as per decisions of the Executive Committee.
S/he shall represent the Society in all legal proceedings.

Treasurer

The Treasurer shall maintain proper accounts of the funds, assets and such other items controlled by the Society.
Be in charge of and responsible for maintenance of Assets, books of accounts, records and all documents relating to the Society.
S/he shall be the custodian of all records, accounts, books and properties of the Society and shall produce Books of Accounts, Records and provide/furnish any other information requested for purposes of audit and/or inspection by any authority.
S/he shall be responsible for overseeing any procurement requirements of the Society and also sponsorship agreements with other Professional and Corporate Bodies.
S/he shall prepare and submit periodical Accounts of the Society to the Executive Committee.
S/he shall be responsible for getting the Accounts of the Society audited and attend to all or any accounts related matters.
The Treasurer shall discharge such functions and duties as are assigned to him or her by the President Head of the Society), the Secretary (Chief Executive) and/or the Executive Committee and General Body from time to time.

ARTICLE XI – BANK ACCOUNT

The funds of the Society shall be deposited in one or several bank accounts. The bank accounts will be opened in joint signature of President, Secretary and Treasurer. Bank accounts will be operated by joint signature of Treasurer & any one of the remaining two signatories (President or Secretary). Treasurer will keep detailed accounts of the Society funds. He will also be responsible for submitting a report on Society funds in quarterly meetings. Donations or membership fees can only be collected with proper receipt.

ARTICLE XII – AUDITOR AND AUDIT OF ACCOUNTS

The Association runs its financial administration and accountancy in accordance with the regulations of the standing law.

The Executive Committee of the Society shall appoint an Auditor for the First year. The members at their General Meeting shall appoint an Auditor for the second year onwards. The Auditor shall audit the accounts of the Society and submit his report along with the audited accounts for being placed before the members of the Society at the next General Meeting for its consideration and approval. Remuneration of Auditor shall be fixed by the Executive Committee.
Every Auditor so appointed will have the right of access to the books, accounts, records and vouchers of the Society, and shall be entitled to require the officers of the Society including any Office Bearer(s) to furnish such information and explanations as may be required for the performance of the Audit.

ARTICLE XIII – RAISING OF SOCIETY FUNDS & UTILIZATION OF FUNDS

The Executive Committee shall at its sole discretion accept either from within or outside Bangladesh or both, donations, gifts, funds, contributions, fees & other amounts, trust amounts, settlements, movable and immovable properties, both in cash and kind, from or in the name of or on behalf of any Society, Individual, Trust, Company, Body corporate, Institution(s), Government(s), (both for Corpus & general purpose and/or for running expenses), in any form (cash or kind), including from Donor(s) who direct or desire that the funds or properties so donated and provided be utilized and/or used for a definite purpose or in a particular manner.
The Executive Committee shall utilize the funds and properties so obtained for the purpose for which it is given or for the fulfillment of the objectives of the Society, provided that it shall under no circumstances be used or applied, directly or indirectly for the personal benefit or advantage of the Members of the Executive Committee or the members of the Society.
The Executive Committee may at its sole discretion refuse to accept any particular Donation/Grant/Gift/Fund, if it feels that it is not in the interest of the Society to accept such particular Funds/Donations/Grants/Gifts.

ARTICLE XIV – FINANCIAL YEAR

The year commencing from 1st July to 30th June following, shall be the financial year and the year ending 30th June 2011 shall be the first financial year.

ARTICLE XV – PURCHASE AND SALE OF PROPERTIES

All properties purchased and/or acquired by the Society shall be in the name of the Society represented by the President or the Secretary of the Society. The members and/or Executive Committee members (both present & future) or their heirs shall have no right or claim or lien on any of the said property of the Society.
Any property of the Society can be disposed off or sold only with the prior approval of two-thirds of the members of the Executive Committee present and voting at a meeting of the Executive committee.

ARTICLE XVI – INVESTMENTS

The surplus funds of the society shall be invested in the modes specified under the respective laws and any applicable provisions of the Income Tax Act, as amended from time to time.

ARTICLE XVII – AMENDMENTS

All proposed amendments to the Memorandum and Rules and Regulations of the Society shall first be placed before the Executive Committee and ratified by at least half of the Executive Committee. The ratified amendments shall thereafter be placed before the General Body for approval and shall be adopted when ratified by half of the General Body or two-third of the members present and voting, whichever is higher.

If there is a two-third majority in the voting of annual General Meeting but without the presence of 50% of all members, the changes will not get passed and another follow-up General Meeting will be held after 2 weeks of the annual General Meeting. Ratification of two-third members present in the subsequent General Meeting with a quorum will be sufficient to pass the proposed changes. The Executive Committee must make an announcement in the notice of the any General Meeting mentioning all upcoming referendums on proposed amendments.

ARTICLE XVIII – LANGUAGE

The working language of the Society will be Bengali and English. Where there is a disagreement between the English version and the Bengali version of a document, the Bengali version is considered to be correct and holding.

ARTICLE XIX – DISSOLUTION

In the event of dissolution of the Society, the net assets of the Society remaining on the date of dissolution after meeting all liabilities if any shall under no circumstances be distributed among the members of the Society and Executive Committee. It shall be transferred to another charitable Society or Foundation with similar objectives as per the decision taken by the votes of 3 to 5 members of the General Body and the same shall be accepted as per Income Tax Ordinance D-15.

ARTICLE XX - INDEMNITY

Every member of the Executive committee including and any person(s) authorized by them shall be indemnified out of the funds of the Society against all losses, claims, damages and expenses incurred in the discharge of duties of their office and carrying out instructions issued by the Society or Executive Committee as the case may, except cases of action taken without the specific approval of the Society or the Executive Committee as the case may be.
Every member of the Executive Committee including any person(s) authorized by them and the General Body disclaims any power of control over the content and internal procedures and processes of specific Wikimedia projects and shall not be held liable for such content.
Wikimedia Bangladesh is an entirely separate organization from Wikimedia Foundation, Inc. registered in USA and it can not be held responsible and/or liable for any content or activities of any of the projects or websites of Wikimedia Foundation, Inc. at present or in future.

Signatories

(Order) Serial No., Name, Age, Occupation

Ragib Hasan, 32, Computer Scientist
Tanvir Rahman, 20, Student
Mayeenul Islam Mayeen, 25, Graphics Designer
Ali Haidar Khan, 25, Credit Analyst
Munir Hasan, 44, Consultant
Nasir Khan, 20, Student
Shabab Mustafa, 25, IT Professional
Tanweer Morshed, 18, Student
Tarif Ezaz, 22, Student