Wikimedia India/MoA-PostChapComVer

MEMORANDUM OF ASSOCIATION

A. The Society shall be known as 'Wikimedia India' (hereinafter referred to as “WMIN” for the sake of brevity.).

B. The registered office of WMIN shall be situated at Bangalore, currently located at No. 194, 2nd 'C' Cross, Domlur 2nd Stage, Bangalore 560 071, India, or such other address(s)/place(s) as may be decided by the Executive Committee from time to time.

C. The Aims and Objects of the Society

I. To educate the general Indian public about the availability and use of free and open educational content, which includes the ability to access, develop and contribute to encyclopaedias, dictionaries, books, images, etc.

II. To raise awareness and build capacities of individuals and institutions to access, develop and contribute to free and open educational resources.

III. To disseminate knowledge of free and open educational content in general and by organising meetings, seminars, workshops, conferences, training programmes, courses and other educational activities in partnership, collaboration and co-operation with Schools, Colleges, Universities, Research Organisations, Non-profit organisations, Think tanks, Government, other academic/educational institutions and other organisations of any nature whatsoever.

IV. To promote the advancement and the usage of free and open educational content, which are educational materials and resources offered freely and openly for anyone to use, among the general public, professionals and society in general.

V. 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. If any of the above objects is found to be inconsistent with the objects of a Public charitable institution under Section 11 or any other section(s) of the Income Tax Act 1961 or any other direct tax law or any other law applicable to such trusts as now enacted or as may be enacted or amended in future , the objects stated above will be treated as so modified to be in accordance with such law or amended law so that the concessions , privileges, conditions or regulations available to and applicable to such public charitable institutions will be available or applicable to this Society as well , so that this trust will continue to retain its character of a public charitable institution without profit motive with public character within the meaning of such laws. All the objects of this Society and the activities will be confined to India and will be carried on without profit motive and without any distinction on account of caste, creed, colour, region, religion, sex or sexual orientation.

D. Income: The funds and income of the Society shall be utilised solely for the achievement of the aims and objectives of the Society and no portion of it shall be utilised 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.

E. President: The president of the Society is authorised to apply for registration of the society before the Registrar of Societies, Bangalore Urban, Bangalore, and to submit and furnish details, affidavits, declarations and other information required and is also authorised to make any alterations required in connection with the registration of the society on behalf of the members of the proposed society.

Signatories

(Order) Sl.No, Name, Age, Occupation, Position in the Organisation

Arun Ramarathnam, 39, IT Professional, President
BalaSundaraRaman Lakshmanan, 29, Software Engineer, Secretary
Arjuna Rao Chavala, 45, Software Engineer, Treasurer
Anirudh Singh Bhati, 23, Student, Member
Gautam K John, 30, Consultant, Member
Hari Prasad H S, 26, Independent Software Developer & Consultant, Member
Srinivas Gunta, 35, Researcher, Member

WIKIMEDIA INDIA

Rules and Regulations

ARTICLE-I

DEFINITIONS:

In these Rules unless the context requires otherwise or separately provided, the following words shall have the meaning assigned to them below:

1. “Act” means the Karnataka Societies Registration Act, 1960 as amended from time to time.

2. “Executive Committee” means the committee as elected by the General Body and entrusted with responsibility of running the affairs of WMIN.

3. “General Body” means & consists of all members of Wikimedia India who have voting rights.

4. “Month” means the Calendar month.

5. “Office Bearer” means the posts of Chairman, Secretary and Treasurer of the Society.

6. “Office” means the registered office of the Society, as may be determined by the Executive committee from time to time.

7. “Registrar” means the Registrar of Societies appointed under the provisions of the Karnataka Societies Registration Act 1960.

8. “WMIN” or “Society” means “Wikimedia India”.

9. “Year or Fiscal Year” means the financial year, which begins on the first of April every year and ends on the thirty first of March of the succeeding year.

ARTICLE-II

PRELIMINARY:

1. The society shall be called "Wikimedia India" with the aims and objects specified in the Memorandum of the Society.

2. In the construction of these rules and regulations, generally, unless repugnant to the context, the singular shall include plural, masculine, the feminine and vice versa.

ARTICLE-III

MEMBERSHIP:

There shall be the following classes of members.

1. Founder Members:

Members of the Society who have subscribed to and signed the Memorandum & Rules of the Society, all of who shall have voting rights.

2. Ordinary Members:

Persons, including individuals and organisations, where the individuals are above 18 years of age, and whose application for membership to the Society has been approved by the Executive Committee, all of who shall have voting rights. Ordinary members may either be Indian or Foreign.

ARTICLE-IV

ENROLMENT OF MEMBERSHIP:

1. Application for membership (other than Founder Members) shall be made in the prescribed application form obtainable from the Office of the Society and applicants become members and eligible for all the benefits under the Society, including voting rights, from the date on which their application for membership is approved by the Executive Committee. In cases where the Executive Committee does not approve the application for membership of a person, said person may appeal to the General Body at the next Annual General Meeting.

2. Foreign Ordinary Institutional members may appoint an Indian Ordinary Member of the Society to cast their vote on their behalf.

3. Foreign Ordinary Individual members may appoint an Indian Ordinary Member of the Society to cast their vote on their behalf.

4. The annual membership fee for the society shall be as follows:

1. Indian Ordinary Individuals – INR 100

2. Indian Ordinary Organisations – INR 1000

3. Foreign Ordinary Individuals – USD 5

4. Foreign Ordinary Organisations – USD 50

Or at such rates as may be recommended by the Executive Committee and approved by the General Body from time to time.

ARTICLE – V

CESSATION OF MEMBERSHIP:

Membership of the society will cease:

1. By death, in the case of Founder Members and Indian and Foreign Ordinary Individual Members and by liquidation, winding up or dissolution in the case of Indian and Foreign Ordinary Organizational Members.

2. By failing to pay annual membership fees of the Society; in such cases, membership may be reinstated upon payment of fees, in case of all members.

3. By Voluntary resignation, in case of all members.

4. If the Executive Committee decides by a two-thirds majority to discontinue membership of a member for any proven unprofessional behaviour or conduct, or action prejudicial to the interest of the Society: provided that, before any action of such a nature is taken, the concerned member is given an opportunity to appear before a meeting of the Executive Committee and make a case as to why said member should not be removed. The decision for removal will become effective only after it is ratified at the next Annual General or Special Meeting following the decision of the Executive Committee. Till such time as the decision for removal is ratified, said member's membership will be kept in suspension.

5. Persons who ceased to be members under 3 & 4 above, can apply afresh for membership of the society, after a lapse of 12 months from the time membership ceased.

VOTING

1. Every individual and institutional member of the Society shall have one vote and it shall be exercised in person and there shall be no proxy voting except as provided in Article IV 2 and Article IV 3. However in the case of institutional membership, the Institutional Member may appoint a representative who votes on the institution’s behalf. In the case of Individual Membership, votes may be cast by postal ballot if the member in question is not present in the city that the Annual General Meeting is being held in.

2. All voting for elections shall be by secret ballot and in all these cases the person presiding over the meeting shall have a tie-breaker vote. In all other cases, voting may be by show of hands unless otherwise indicated in these Rules.

NOTICE:

1. An Annual General meeting of members shall be convened after giving not less than 21 days notice. Such notice shall contain particulars of Agenda, Venue, Date and Time.

2. A Special General meeting of the General Body shall be convened after giving not less than 21 days notice. Such notice shall contain particulars of Agenda, Venue, Date and Time.

QUORUM:

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

ARTICLE – VI

MANAGEMENT:

1. Annual General Meeting of members : Every year an Annual General Meeting of the General Body of the Society (who have voting rights and who were members of the Society three months prior to the date of the General Body Meeting) shall be held within six months after the close of the financial year (31st March) at which the following subjects among others shall discussed:

a) Consideration and approval of the report of the activities of the Society for the immediate preceding Fiscal Year.

b) Consideration and approval of the Audited Accounts and the report of the Auditors thereon for the immediate preceding Fiscal Year.

c) Consideration and approval of the Budget for the current Fiscal Year.

d) Election of Members to the Executive Committee, if any.

e) Appointment of Auditors for the Fiscal Year.

2. Special Meetings : A Special Meeting of the General Body of the Society may be convened by the President, or by the Secretary under instructions from the President, on a decision by the Executive Committee or on request by 1/3 of the General Body of the Society, in writing, indicating the subjects for discussion at such a meeting.

3. The procedure for conduct and holding of such meeting of members (Annual or Special) shall be as per procedure laid down under the provisions of Karnataka Societies Registration Act, 1960, as amended from time to time.

4. The procedure laid down for elections of Members to the Executive Committee under the provisions of Karnataka Societies Registration Act 1960 as amended from time to time shall be followed.

ARTICLE – VII

EXECUTIVE COMMITTEE:

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

1. Composition of the Executive Committee:

a) The Executive Committee shall consist of

President
Secretary
Treasurer, and
Four Members.

b) The Members to the Executive Committee shall be elected by the General Body at the Annual General Meeting and as per procedures laid down by the provisions of the Karnataka Societies Registration Act, 1960 as amended from time to time.

c) The Executive Committee shall meet at least two times in a year and 1/2 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 four members.

d) The term of the Executive Committee members shall be two years at a time. A member can be re-elected to the Executive Committee for further term of two years, provided there shall be a gap of one year after every continuous four years of membership of the Executive Committee.

e) 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.

f) Any vacancy caused in the membership of the Executive Committee shall be filled from within the membership of the Society, and the incumbent shall hold the Post/position till the next General Body Meeting. Such members chosen to fill said vacancy shall be decided by the Executive Committee.

g) At the first meeting held immediately after the registration of the Society or elections of the Executive Committee, as the case may be, the Executive Committee shall elect, from amongst themselves, the following Office Bearers who shall hold the Office as per the rules herein contained.

President
Secretary
Treasurer

h) All members of the Executive Committee would be expected to adhere to a common code of acceptable good conduct and be required to spare adequate time to perform their roles/function as defined here in. Such code of conduct and commitments of the Executive Committee Members would be defined by the Executive Committee.

i) Executive Committee members not adhering to the code of conduct or unable to perform their responsibilities as defined in Article VIII may be removed from their position by either a two-thirds majority of the Executive Committee; said decision for removal being effective only after it is ratified by the General Body at the next Annual General or Special Meeting following the decision of the Executive Committee and till such time as the decision for removal is ratified, said Executive Committee Member's membership of the Executive Committee shall be kept in suspension; or by half the General Body or two-thirds of the members present and voting, whichever is higher.

j) An Executive Committee Member may resign during their term for any reason whatsoever.

k) Half of the entire General Body or two-thirds of the members present and voting, whichever is higher, may decide to remove a member from Executive Committee Membership for any proven unprofessional behaviour or conduct, or action prejudicial to the interest of the Society, provided that before any disciplinary action of such a nature is taken, the concerned Member is given an opportunity to appear before the meeting of the General Body and present their case.

l) The positions of the Executive Committee can be rotated by the President with the consensus of the Executive Committee, if need be.

2. Powers of the Executive Committee:

a) The control, administration and management of the Society, its properties, funds, assets and the institution shall vest with the Executive Committee.

b) The Executive Committee is entrusted with the responsibility of managing the Society properties, and fulfilment 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 .

c) To regulate the Income and Expenditure of the Society in the best interest of the Society.

d) To maintain and regulate day to day accounts and to conserve and improve its resources and properties.

e) 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.

f) 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.

g) To approve and recommend Budgets, Audited Accounts & the report of the Auditors thereon and Annual activity reports to be presented to the members at their Annual General Meeting for their consideration and approval.

h) To frame, approve and modify Working procedures/manuals (including for Administrative, Finance & Accounts, etc) for day to day smooth running and functioning of the Society, from time to time.

i) To do all such acts and 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-VIII

POWERS OF THE OFFICE BEARERS:

1. President: The President

a) Shall be the Chief Functionary of the Society.

b) Shall preside over the meetings of the Executive Committee and General Body meeting of members (including Special/Extra-ordinary General Body meetings) and conduct its deliberations.

c) Shall convene meeting of the Executive Committee and General Body, as contained in these rules.

d) Shall 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 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.

e) Shall first approve all payments on behalf of the Society before the payment is made and shall be responsible for collection of all dues to the Society. Furthermore:

All expenses incurred by the President, in connection with the Society's work, shall be approved by the Treasurer or other Executive Committee Member as may be decided.
All expenses of over Rupees One Lakh (Rs. 1,00,000) shall first be approved by the Executive Committee.

f) Shall sign or authenticate all notices, communications, letters, memoranda 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.

g) Shall operate the Bank Account(s) of the Society jointly with the Secretary, or in the absence of the Secretary, jointly with the Treasurer, or with such persons as are authorized by the Executive Committee.

h)May appoint Staff, Consultants and Advisors both full time and part time for proper functioning of the Society subject to rules framed hereunder if any and as per decisions of the Executive Committee.

i) Shall be entitled to represent the Society in all legal proceedings.

j) Shall perform all such other duties as are incidental to his office and as per directions of the Executive Committee and the General Body.

1.1. In the absence of the President, the Secretary or any person authorised by the Executive Committee shall perform all the duties of the President along with his other duties.

2. Secretary: The Secretary:

a) Shall maintain minutes of all Meetings of the Society, Executive Committee and committees thereof.

b) Shall prepare reports on the activities of the Society, (Quarterly, Annual or for any other period(s) as may be required) and submit them to the Executive Committee/General Body.

c) Shall discharge such functions and duties as assigned by the President (Chief Executive) and/or the Executive Committee from time to time.

d) Shall jointly operate the Bank Account(s) of the Society with the President.

e) May also be entitled to represent the Society in all legal proceedings.

3. Treasurer: The Treasurer:

a) Shall maintain proper accounts of the funds, assets and such other items controlled by the Society.

b) Shall be in charge of and responsible for maintenance of Assets, books of accounts, records and all documents relating to the Society.

c) 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.

d) Shall be responsible for overseeing any procurement requirements of the Society and also sponsorship agreements with other Professional and Corporate Bodies.

e) Shall prepare and submit periodical Accounts of the Society to the Executive Committee.

f) Shall be responsible for getting the Accounts of the Society audited and attend to all/any accounts related matters.

g) Shall, in the absence of the Secretary, jointly operate the Bank Account(s) of the Society with the President.

h) Shall discharge such functions and duties as are assigned to him by the President and/or the Executive Committee and General Body from time to time.

ARTICLE-IX

AUDITOR AND AUDIT OF ACCOUNTS:

1. The Executive Committee of the Society shall appoint an Auditor during the first year of its existence. The members at their Annual 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 Annual General Meeting for its consideration and approval. Remuneration of Auditor shall be fixed by the Executive Committee.

2. The Auditor of the Society shall be a Chartered Accountant who shall audit its accounts.

3. 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-X

ACCOUNTING YEAR:

The accounting year of the Society shall commence from April 1st and shall end on March 31st of the succeeding year. The year ending March 31st 2011 shall be the first accounting year of the Society.

ARTICLE-XI

APPLICATION/UTILISATION OF FUNDS OF THE SOCIETY:

The funds and income of the Society shall be utilized solely for the achievement of the aims and objectives of the Society in the manner set our herein and no portion of it shall be utilized 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, by them, to the Society (other than performing /discharging their duties/responsibilities as members of the Executive Committee or as members of the Society) subject to specific prior approval of the Executive committee, if any.

ARTICLE-XII

RAISING AND RECEIPT OF SOCIETY FUNDS:

1. The Executive Committee shall at its sole discretion accept either from within or outside India 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.

2. The Executive Committee shall utilize the funds and properties so obtained for the purpose for which it is given or for the fulfilment 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 or their associates/affiliates/relatives.

3. 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-XIII

PURCHASE AND SALE OF PROPERTIES:

1. All properties purchased and/or acquired by the Society shall be in the name of the Society represented by the President of the Society, and 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 properties of the Society.

2. 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-XIV

INVESTMENTS:

The surplus funds of the Society shall be invested in the modes specified under the provisions of Sec 13(1) (d) read with Sec 11(5) and any other applicable provisions of the Income Tax Act, 1961, as amended from time to time.

ARTICLE-XV

AMENDMENTS:

No amendments to the Memorandum and Rules and Regulations of the Society shall be made which may be repugnant to the provisions of Sec 2(15), 11, 12, 13 and 80(G) of the Income Tax Act 1961, as amended from time to time. Further no amendments shall be carried out without the prior approval of the jurisdictional Commissioner of Income Tax.

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 the General Body or two-thirds of the members present and voting, whichever is higher.

ARTICLE-XVI

AVAILABILITY OF THE BENEFITS:

The benefits from / of the Society shall be open to all irrespective/without distinction of caste, creed, religion, region, race, sex or sexual orientation.

ARTICLE-XVII

LANGUAGE:

The working language of the Society will be English, although translations of documents and other material generated by the Society into other languages is encouraged. Where there is disagreement between the English version of a document, and a translated version of a document, the English version is considered to be correct and binding.

However, for the purposes of Karnataka governmental authorities, such of the documents as are required to be submitted in the local language (Kannada) shall be so maintained.

ARTICLE-XVIII

DISSOLUTION:

In the event of dissolution or winding up 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 & Executive Committee ( both present and past) , but the same shall be transferred to another Charitable Society / Trust/Section 25 Company whose objects are similar to those of this Society and which enjoys recognition under Sec 80 (G) of the Income Tax Act, 1961, as amended from time to time, and subject to prior approval of the jurisdictional Commissioner of Income Tax.

ARTICLE-XIX

INDEMNITY:

1. Every member of the Executive Committee including and any person(s) authorized by them, in writing and subject to the approval of the Executive Committee, shall be indemnified out of the funds of the Society against all losses, claims, damages and expenses incurred in the bona fide discharge of duties of their office and carrying out instructions issued by the Society or Executive Committee as the case may, except in cases of malafide, negligence or where action has been taken without the specific approval of the Society or the Executive Committee as the case may be.

2. Every member of the Executive Committee, including any person(s) specific authorized in writing, 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.

Signatories

(Order) Sl.No, Name, Age, Occupation, Position in the Organisation

Arun Ramarathnam, 39, IT Professional, President
BalaSundaraRaman Lakshmanan, 29, Software Engineer, Secretary
Arjuna Rao Chavala, 45, Software Engineer, Treasurer
Anirudh Singh Bhati, 23, Student, Member
Gautam K John, 30, Consultant, Member
Hari Prasad H S, 26, Independent Software Developer & Consultant, Member
Srinivas Gunta, 35, Researcher, Member