Wikimedia India/bylaws/historic

Note:

• This is an initial draft. Changes are welcome; please discuss major changes on the talk page.
• Please use wiki syntax for the draft. Once the draft is stable, it can be formatted to create an appropriate legal document. (For example, the second-level headings (==) will be converted to numbered Chapters and the third-level headings (===) will be converted to numbered sections.)
• For the Trust, "Bylaws" should be changed to "Trust Deed".
• For the society, "the Board" should be changed to "the Council".
• For the society, "Board of Directors" should be changed to "Management Council".
• For the Trust, the provision of non-individual members will not be applicable.

TODO:

• Decide whether the organization will be a trust or a society
• Decide on minimum and maximum number of members of Board of Directors
• Decide the term of the Board of Directors

Name

The name of this organization shall be Wikimedia India, hereafter referred to as "the Chapter".

Offices

The principal office of the Chapter shall be situated at a place specified by the Board of Directors from time to time. Other offices may at any time be established at any other places specified by the Board of Directors.

Definitions

Unless the context otherwise requires, the following expressions/words shall have the meanings respectively given against them, namely:

• "the Chapter" means Wikimedia India
• "the Board" means the Board of Directors of the Chapter.
• "the Director" means an individual serving on the Board of Directors of the Chapter.
• "free content" means any work that is:
  1. free to use and to enjoy the benefits of its use
  2. free to study and to apply the knowledge acquired from it
  3. free to make and redistribute copies, complete or partial, of the information or expression
  4. free to make changes and improvements to it, and to distribute the derived work
  5. available in a freely available format (defined as those that can be implemented by anyone, are based in publicly available and documented specifications, and whose implementation or use does not require the payment of any royalties)
• "free culture" means an environment where every member is able to participate in the transmission of cultural knowledge and knowledge otherwise, without artificial limitations to who can participate and in what way.
• "right to speak" means the right of a member of the Chapter to make public comments in the general meetings of the Chapter, subject to the rules established by the Board to ensure civility and avoid delay.

Vision and mission statement

Vision

TODO

Mission statement

The mission of the Chapter is to empower and engage individuals in the Republic of India to create, collect, and develop free content, and to disseminate it effectively and globally, through the Wikimedia Foundation projects and other free content endeavors.

Statement of purpose

The aims and objects of the Chapter are:

1. To empower and engage individuals and organizations to support the diffusion, improvement and progress of the knowledge and culture through the creation, collection, development, improvement and distribution of free content, especially in the languages spoken (or formerly spoken) in the Republic of India.
2. To promote and support directly or indirectly the projects hosted by the Wikimedia Foundation, Inc., a non-profit organization incorporated in the State of Florida, United States of America.
3. To take the responsibilities of a local chapter of the Wikimedia Foundation Inc., as an independent but mutually supportive organization. To these objectives, the use of the registered trade and service marks owned by the Wikimedia Foundation, Inc., will be subject to a specific contract between Wikimedia Foundation Inc. and the Chapter on a case-by-case basis.
4. To educate the public on Wikimedia projects, how to use them, and how to contribute to them.
5. To positively represent the Wikimedia Foundation.
6. To maintain relationships with the governmental authorities, educational institutes and other organizations in order to achieve aforementioned goals
7. To collect resources and devote them to the aforementioned goals.

General provisions

Fiscal year

The fiscal year of the Corporation shall begin on the first day of April and end on the thirty-first day of March in each year.

Composition of assets

The assets of the Chapter are the result of the sum of

1. Membership fees, donations, and other funds received by the Chapter
2. The goods, properties, real state, livestock, stock titles and valuables that might be acquired in the future by any title, as well as the rent they might produce.
3. Donations, inheritances, subventions or legacies that might be agreed.
4. The product of any other concept endorsed by the law.

Use of assets

The assets of the Chapter will be used exclusively for

1. the achievement of the goals of the Chapter
2. the administration expenditures.
3. the acquisition of instruments destined to the goals of the Chapter
4. hiring and employment of professional, technical and administrative personnel required by the Chapter to meet its goals.

Official languages

The working language of the Chapter will be English, although translations of this document, and other material generated by the Chapter into other languages, for use by speakers of 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.

Channel of communication

The Chapter's main channel of communication shall be its mailing list, Wikimediaindia-l<http://lists.wikimedia.org/mailman/listinfo/wikimediaindia-l>. All the official announcements shall be made through this mailing list.

Membership

Application

Application for voting membership shall be open to any individual or organization that supports the statement of purpose of the Chapter, and tenders the necessary membership fees and other dues.

In order to be admitted as a member, the applicant shall present an official application form, signed by the petitioner and complete with name, date of birth and any other information required, as decided by the Board.

In case, the application is challenged by any of the Directors, the membership shall be granted or rejected upon a majority vote of the Board.

Categories of members

There shall be following categories of members of the Chapter:

Voting members

Voting members shall be those who apply for membership in such category, and have had come of 18 years of age by the time their application is handed to the Board, and have registered a username in at least one project of the Wikimedia Foundation, Inc., having made contributions to it with this username. The voting members shall have the voting rights in the General Assembly, and shall be considered qualified to hold positions in the Board.

Honorary members

The Board may unanimously nominate any person as Honorary member because of merits in defense or promotion of the culture and the free knowledge, upon proposal or request by at least two active members. The honorary members are exempted from payment of membership fees. The Honorary members shall have the right to speak, and shall be deemed qualified to be appointed to any Committee set up by the Board. However, they shall have no voting rights, and shall not be considered qualified to hold positions in the Board. The honorary members who wish to have the same rights that the voting members may apply for their admission in that category, having to fulfill the conditions that these Articles of the Chapter require for active members, except for the condition of being an active contributor to at least one of Wikimedia Foundation, Inc., projects.

Associate members

Associate member shall be any person applying for such category, accepted by the Board, fulfilling the requirements for membership, who is not active contributors to any of the Wikimedia Foundation, Inc.'s projects. The associate members shall have the right to speak, and shall be deemed qualified to be appointed to any Committee set up by the Board. However, they shall have no voting rights, and shall not be considered qualified to hold positions in the Board.

Junior members

Junior member shall be any person applying to such category, who is less than 18 years of age by the time of the application being handed to the Board. The Junior members shall have the right to speak, and shall be deemed qualified to be appointed to any Committee set up by the Board. However, they shall have no voting rights, and shall not be considered qualified to hold positions in the Board. The Junior members will be automatically promoted to the category of active member or adherent member when coming of age.

Founder members

All members regardless of their category, present at the Constituent Assembly, will be considered founder members. This denomination will not grant them any additional privilege, but the first Board of Directors will make an individual diploma to document this circumstance.

Other classes of members may be created from time to time by the the Board, which shall prescribe the rights and privileges pertaining thereto. The Board shall have the authority to establish and define nonvoting categories of membership. Each non-individual voting member of the Chapter shall appoint one voting representative to cast the member's vote.

Removal from membership

The Board can expel or suspend a member for activity contrary to the statement of purposes of the Chapter, for hindering the functioning of the Chapter, or for any other reasons in the best interests of the Chapter.

Such member can appeal against the Board's move within thirty days of receiving the notification. The appeal will be treated in the first General Assembly to be performed, in which the matter will be decided by a simple majority vote. In case of a tie, the Chairperson's vote will be counted as two. Until that final resolution, the member's rights will remain suspended.

Membership fees

The membership fees and the method of collection will be decided by the Board, and may differ for different categories of members. The membership fees shall be payable only in advance.

Board of Directors

General powers

The affairs of the corporation shall strictly be governed by a Board of Directors. The Board is responsible for overall policy and direction of the Chapter. The Board decide questions of policy that for any reason cannot be acted upon at a meeting of the members and perform such other functions as designated in the bylaws or otherwise assigned to it.

Number

The Board shall consist of not more than six and not less than three Directors.

Terms

Comment Term of the Directors, provision of permanent members is to be decided. Please comment on the talk page.

The Board members serve for a term of two years, or until their death, resignation, or removal. The Board members are eligible for re-election. However, no Board member shall serve more than two three-year terms.

Comment The term is two years or three years ?

Qualification

1. A person serving on the Board should be a voting member

Office holders and duties

The Board will have following office holders:

• Chairperson: The Chairperson shall
  1. preside all the meetings of the Board and the Chapter
  2. have general supervision and direction of the business of the Chapter and its officers
  3. enforce the resolutions passed by the Board or the General Assembly
  4. authorize the payments disposed by the Board.
  5. grant, together with the Secretary's and Treasurer's signature the private instruments and public documents of acquisition, expropriation, constitution and extension of the rights on real-state and debt documents of the Chapter
  6. grant together with the Secretary's signature the other legal acts.
  7. carry out such other duties assigned by the Board
• Vice-Chairperson: The Vice-Chairperson shall
  1. chair committees on special subjects as designated by the Board
  2. shall exercise the authority of the Chairperson in his or her absence
  3. carry out such other duties assigned by the Chairperson or the Board
• Secretary: The Secretary shall
  1. keep records of Board actions
  2. send out meeting announcements
  3. keep the minutes of all the meetings
  4. To verify and announce the result of the elections.
  5. maintain a list of members
  6. distribute copies of minutes and the agenda to each Board member
  7. keep the seals.
  8. maintain the Chapter's archives and records
  9. prepare the annual report
  10. carry out such other duties assigned by the Chairperson or the Board
• Treasurer: The treasurer shall
  1. collect and receive all dues or belongings to the Corporation
  2. deposit the above-mentioned dues in a bank designated by the Board in the name of the Chapter
  3. be responsible safekeeping of the Chapter's funds
  4. maintain adequate financial records
  5. make financial information available to Board members and the public
  6. pay out by numbered checks signed by himself or herself, and the Chairperson
  7. assist in the preparation of the budget
  8. help develop fundraising plans
  9. carry out such other duties assigned by the Chairperson or the Board

Appointment of the Board

Comment This won't be applicable for the permanent Directors, if any.

The office holders and other members of the Board will be elected directly by the voting members of the Chapter. Each non-individual member eligible to vote shall receive one ballot, and shall be represented by a delegate. The nominees receiving the largest number of votes in each class of the ballot in the election shall be elected to those full term vacancies which exist.

1. Calls for nominations from the members shall be made by the Secretary at least one month prior to the elections, on the Chapter's official mailing list.
2. After nominations have been made, the Secretary shall, on motion, declare the nominations closed, and thereafter no further nominations may be made. The nominations may be rejected on the grounds specified by the Board.
3. The Secretary shall send a list containing the names of eligible candidates to the Chapter's official mailing list, at least two weeks prior to the elections. The list shall be accompanied by position statements submitted by the candidates, of a length and format prescribed by the Board.
4. The election shall be held at the membership meeting. Members may at their option submit their ballot by e-mail or other media within the period specified by the Secretary.
5. In the case of a tie, the Chairperson's vote shall be counted as two.
6. The new Board members shall assume office upon election.

Delegation of duties

Whenever an office holder is absent or whenever for any reason the Board may deem it desirable, the Board may delegate the powers and duties of any office holder to any other member.

Resignation and termination

Resignation from the Board must be received by the Secretary. The Board may remove any Director from membership on the Board, with or without reason, by a two-thirds affirmative vote of the Board. The reason may include, but not limited to, excess absences from the Board meetings, and activity contrary to the statement of purpose of the Chapter. The General Assembly may also remove any Director from the Board by a two-thirds vote.

Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term. The officer so selected shall hold office until his or her successor is elected by the members of the Chapter. When such a vacancy exists, the regular procedure for selecting the appointment of a member to the Board will be followed.

Board meetings

Meetings of the Board shall be held at such time and place as designated from time to time by the Chairperson, or in his absence or in the event of his disability, by the Secretary.

A General Board meeting will be held at least once in a year, preferably at the time of the Chapter's General Assembly. The time and the place for the meeting shall be decided by the Chairperson. Each Board member will be notified about the meeting by the Secretary, two weeks in advance by e-mail, unless this provision be waived by a majority of the Board. Special meetings of the Board shall be called upon the request of the Chairperson or two-thirds of the Board.

The Directors who cannot meet face-to-face may participate via any other medium deemed appropriate by the Board, such as teleconferencing or Internet.

Voting

Any action taken by the the Board shall be by majority of those present, each coordinator having one vote. In case of a tie vote, the National Convener may cast a tie breaking vote.

Quorum

The transactions of any Board meetings, however called, shall be valid if a quorum is present. A quorum must be attended by at least fifty percent of the Board members before business can be transacted or motions made or passed.

Compensation

The Board receives no compensation other than reasonable expenses.

Committees

Section

The Board may create committees as needed, such as public relations, peer education, trustee education and data collection. The committees shall implement proposals, policies, and projects approved by the Board. The Chairperson of each committee shall report to the Chairperson of the Board.

Meetings of members

General Assembly

A General Assembly of members shall be held at least once a year. The date of the regular annual meeting shall be set by the Board who shall also set the time and place. The agenda, and the date and time of the General Assembly will be informed to the members by the Secretary via the Chapter's official mailing list, or any other medium as specified by the Board of Directors. The members who cannot meet face-to-face may participate via any other medium deemed appropriate by the Board, such as teleconferencing or Internet.

The purpose of the General Assembly shall b e:

1. To discuss, approve, reject, or modify the Annual Report and the Inventory
2. To nominate and elect the Board
3. To discuss any other proposed subject in the agenda specified by the Board.
4. To deliberate on any other topic
   • proposed by any member and approved by the Chairperson or the Board
   • proposed by the Board
   • proposed by a minimum of 20% (twenty per cent) of the total number of members

Representation of non-individual members

Each non-individual member may send only one representative to a meeting. The number of delegates can however be increased, with approval of the Chairperson.

Special meetings

Special meetings may be called by the Chairperson, the Executive Committee, or a simple majority of the Board. A petition signed by ten percent of the voting members may also call a special meeting. The agenda, and the date and time of the General Assembly will be informed to the members by the Secretary via the Wikimedia India mailing list, or any other medium as specified by the Board of Directors. The members who cannot meet face-to-face may participate via any other medium deemed appropriate by the Board, such as teleconferencing or the Internet.

Voting

Any resolution passed in any meeting of the Chapter will be adopted by absolute majority of votes, subject to the quorum. In case of a tie in the number of votes on a matter, the Chairperson's vote will be counted twice.

The members who are not able to attend the meeting, may send their votes through e-mail or mail, or any other medium specified by the Board.

Quorum

The transactions of any meeting of the Chapter, however called, shall be valid if a quorum is present. A quorum must be attended by at least forty percent of the members before business can be transacted or motions made or passed. The quorum shall include the votes sent through e-mail, mail or any other medium specified by the Board.

Regional chapters

Formation

In furtherance of the purposes of the Chapter, Regional Chapters may be formed in different regions of Republic of India.

Regional Coordinator

Each Regional Chapter shall be coordinated by a Regional Coordinator, appointed by the Chairperson, subject to the approval of the Board.

The Regional Coordinator shall furnish periodic reports to the Board of all relevant information relating to the activities, finances and general operations of the Regional Chapter in such form, frequency, detail, and degree of accuracy as the Board may specify.

Obligations of Regional Chapter

Regional Coordinator of each Regional Chapter shall use due diligence to carry out the purposes of the Chapter, as set forth in its Articles of Constitution and these Bylaws.

Termination

The Chairperson may terminate any Regional Coordinator subject to the approval of the Board.

Amendment of bylaws

Section

These Bylaws may be amended when necessary by a two-thirds majority of the members of the Chapter.

Proposed amendments must be submitted to the Secretary to be sent out with regular announcements. Voting on Bylaw amendments may be conducted by in-person voting, mail, e-mail or any other medium, as decided by the Board. Only voting members may vote on proposed amendments to the Bylaws. The Bylaws shall be so amended only upon the affirmative vote of a majority of those responding.

The Secretary should convey the amendment of bylaws to the Chapters committee of the Wikimedia Foundation, Inc.

Dissolution

Comment This is applicable only for a society

Section

The Chapter can only be dissolved by a the will of the voting members gathered in an Assembly called to that purpose. To place the dissolution into effect, a number of positive votes of at least 75% is required. Shall the dissolution to come effective, the bases for the liquidation will be defined, and a Liquidation Commission should be named by the voting members of the Assembly. Once all debts are paid, the destination of the surplus of goods, shall be designed by the Assembly.