Wikimedia India/MoA

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 'Wikimedia India' (“WMIN”) shall be situated at Bangalore, currently located at No. D2, 3rd Floor, Sheriff Chambers 14, Cunningham Road, Bangalore, Karnataka 560052, India, or such other address(s)/places as may be decided by the Executive Committee from time to time.

C. The Aims and Objects of the Society

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.
To raise awareness and build capacities of individuals and institutions to access, develop and contribute to free and open educational resources.
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.
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.
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.
If any of the above objects is found to be inconsistent with the objects of a Public charitable institution under Sec 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, religion or sex.

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 is authorised to apply for registration of the society before the Registrar of Societies, Bangalore Urban, Bangalore, and submit and furnish details, affidavits, declarations and other information required and 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

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

WIKIMEDIA INDIA

Rules and Regulations

ARTICLE-I

A. DEFINITIONS:

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

“Act” shall mean the Karnataka Societies Registration Act, 1960 as amended from time to time.

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

“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.

“General Body” shall mean & consist of all members of Wikimedia India who have voting rights.

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

“Month” means the Calendar month.

“Office” means the registered office of the Society as determined by the Executive committee from time to time

“Office bearer” means the posts of Chairman, Secretary and Treasurer

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

ARTICLE-II

B. PRELIMINARY:

1. The society shall be called the "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

C. 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 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 has been accepted by Executive Committee who shall have voting rights. Ordinary members may either be Indian or Foreign.

ARTICLE-IV

D. ENROLMENT OF MEMBERSHIP:

a. Application for membership (other than Founder Members) shall be made in the prescribed application form obtainable from the Office of the Society and they 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 accept the application for membership of a person, said person may appeal to the General Body at the next Annual General Meeting.

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

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

d. 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 10

4. Foreign Ordinary Organisations – USD 100

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.

2. Voluntary resignation.

3. If the Executive Committee decides by a two-thirds majority to delete the name of a member from the 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 Executive Committee and present his case, but the said decision for removal will become effective only after the removal decision is ratified by the members at their immediate next Annual General Meeting.

4. Persons who ceased to be members under 2 & 3 above, can apply afresh for membership of the society, after a lapse of 12 months from the month in which his membership ceased.

VOTING

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. However in case institutional membership, the institutional member shall appoint a proxy ( who need not be member) who shall attend and exercise his vote in a representative capacity.

NOTICE:

General meeting of members shall be convened after giving not less than 21 days notice. Such notice shall contain particulars of Agenda, Place, Date and time among others.

Special General meeting of members shall be convened after giving not less than 21 days notice. Such notice shall contain particulars of Agenda, Place, Date and time among others.

QUORUM: The quorum for General meeting or Special 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.

VOTING: All voting shall be by secret ballot. In all cases the person presiding over the meeting shall have a tie-breaker vote.

ARTICLE – VI

MANAGEMENT:

A. 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 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 immediate preceding financial Year.

b. Consideration and approval of the Audited accounts and the report of the Auditors thereon for the immediate preceding financial Year.

c. Consideration and approval of the Budget for the current year.

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

e. Appointment of Auditors

B. SPECIAL GENERAL BODY MEETINGS :

A special or Extra ordinary 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 1/3rd 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 Karnataka Societies Registration Act 1960 as amended from time to time.

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 here under.

a. Composition of the Executive Committee:

1. The Executive Committee shall consist of

a. President,

b. Secretary,

c. Treasurer, and

d. Four Members.

2. 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 Karnataka Societies Registration Act 1960 as amended from time to time.

3. 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 three members.

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

5. 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.

6. 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.

7. 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

8. 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.

9. Executive Committee members not adhering to the code of conduct or unable to perform their responsibilities as defined in Section VIII can be removed from their position by a two-thirds majority vote by the General Body.

10. 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.

11. 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/her case at the next General Body or Special General Body Meeting.

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

b. Powers of the Executive Committee:

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

2. 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 .

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

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

5. 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.

6. 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).

7. 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.

8. 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

9. 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-VIII

POWERS OF THE OFFICE BEARERS:

a. President:

1. The President will be the Chief Functionary of the Society.

2. The President 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.

3. Convene meeting of the Executive Committee and General Body, as contained in these rules.

4. 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.

5. 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.

1. All expenses incurred by the President, in connections with the Society's work, shall be approved by the Treasurer or other Executive Committee Member as may be so decided.

2. All expenses of over Rupees One Lakh (Rs. 1,00,000) shall first be approved by the Executive Committee.

6. 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 shall be signed or authenticated by him and when so signed or authenticated it shall be conclusive.

7. He/She shall operate the Bank Account(s) of the Society jointly with such persons as are authorised by the Executive Committee.

8. He/She 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.

9. He/She shall represent the Society in all legal proceedings.

10. Perform all such other duties as are incidental to his office and as per directions of the Executive Committee and the General Body.

11. 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.

b. Secretary:

i. Maintain minutes of all Meetings of the Society, Executive Committee and committees thereof.

ii. 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.

iii. The Secretary shall discharge such functions and duties as are assigned to him by the President (Chief Executive) and/or the Executive Committee from time to time.

c. Treasurer:

i. The Treasurer shall maintain proper accounts of the funds, assets and such other items controlled by the Society.

ii. Be in charge of and responsible for maintenance of Assets, books of accounts, records and all documents relating to the Society.

iii. He/She 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.

iv. He/She shall be responsible for overseeing any procurement requirements of the Society and also sponsorship agreements with other Professional and Corporate Bodies.

v. He/She shall prepare and submit periodical Accounts of the Society to the Executive Committee.

vi. He/She shall be responsible for getting the Accounts of the Society audited and attend to all/any accounts related matters.

vii. The Treasurer shall discharge such functions and duties as are assigned to him by the President (Chief Executive) and/or the Executive Committee and General Body from time to time.

ARTICLE-IX

AUDITOR AND AUDIT OF ACCOUNTS:

a. 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.

b. The accounts of the Society shall be audited by a Chartered Accountant.

c. 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:

a. The financial year i.e., the year commencing from 1st April to 31st March following, shall be the accounting year and the year ending 31st March 2010 shall be the first Accounting year.

ARTICLE-XI

SOCIETY FUNDS THE SOCIETY :

a. 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 utilised and/or used for a definite purpose or in a particular manner.

b. The Executive Committee shall utilise 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.

c. 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-XII

PURCHASE AND SALE OF PROPERTIES:

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

b. 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 approving at a meeting of the Executive Committee.

ARTICLE-XIII

INVESTMENTS:

a. The 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-XIV

AMENDMENTS:

a. 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.

ARTICLE-XV

AVAILABILITY OF THE BENEFITS:

a. The benefits from / of the Society shall be open to all irrespective/without distinction of citizenship, caste, community, creed, colour, sex or religion.

ARTICLE-XVI

APPLICATION/UTILISATION OF FUNDS OF THE SOCIETY:

a. 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, 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-XVII

DISSOLUTION:

a. 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-XVIII

INDEMNITY:

a. Every member of the Executive committee including and any person(s) authorised 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.

b. Every member of the Executive Committee including and any person(s) authorised 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.

Signatories:

(Order) Sl.No, Name, Occupation

Anirudh Singh Bhati, Student
Arjuna Rao Chavala, Software Engineer
Arun Ramarathnam, IT Professional
BalaSundaraRaman Lakshmanan, Software Engineer
Gautam K John, Consultant
Hari Prasad H S, Independent Software Developer, Consultant
Srinivas Gunta, Researcher