Difference between revisions of "Bylaws"

From the Wikimedia Foundation
Jump to: navigation, search
m (cat: English)
(updated bylaws)
Line 1: Line 1:
 
{{BylawsLang}}
 
{{BylawsLang}}
   
= <center>Bylaws of the Wikimedia Foundation, Inc.</center> =
+
BYLAWS OF THE WIKIMEDIA FOUNDATION, INC.
== <center>ARTICLE I: NAME</center> ==
 
This organization shall be known as the Wikimedia Foundation, Inc. (the Foundation). The
 
registered agent and registered office will be determined by a resolution of the Board of Trustees.
 
The main web site of the Foundation shall be http://www.wikimediafoundation.org
 
   
==<center>ARTICLE II: STATEMENT OF PURPOSE</center>==
+
==ARTICLE I - NAME==
The general purpose and objectives of the Foundation shall be the following: Wikimedia
 
Foundation is dedicated to the development and maintenance of online free, open content
 
encyclopedias, collections of quotations, textbooks and other collections of documents,
 
information, and other informational databases in all the languages of the world that will be
 
distributed free of charge to the public under a free documentation license such as the Free
 
Documentation License written by the Free Software Foundation Inc. at http://www.fsf.org or
 
similar licensing scheme, see http://www.wikimedia.org.
 
The goals of the foundation are to encourage the further growth and development of open
 
content, social software WikiWiki-based projects (see http://www.wikipedia.org/wiki/Wiki) and
 
to provide the full contents of those projects to the public free of charge. In addition to managing
 
the already developed multilingual general encyclopedia and almanac named Wikipedia,
 
(http://www.wikipedia.org) there is a multi-language dictionary and thesaurus named
 
Wiktionary, an encyclopedia of quotations named Wikiquote, a collection of e-book resources
 
aimed specifically toward students (such as textbooks and annotated public domain books)
 
named Wikibooks and a collection of source works called Wikisource; other projects are
 
envisioned. The Foundation also manages the operations of the largely dormant Nupedia project
 
(which is not a wiki but is open content).
 
   
==<center>ARTICLE III: MEMBERSHIP</center>==
+
This organization shall be known as the Wikimedia Foundation, Inc. (the Foundation). The registered agent and registered office will be determined by a resolution of the Board of Trustees. The main web site of the Foundation shall be http://www.wikimediafoundation.org.
===Section 1.===
 
Within the Foundation, there shall be the following membership classifications:
 
Contributing Active, Volunteer Active, Life, Sustaining, Sustaining/Corporate, and Honorary.
 
====A. CONTRIBUTING ACTIVE MEMBERSHIP:====
 
Active membership in this Foundation shall be limited to volunteers who have contributed to any Wikimedia project prior to the election ballot request deadline after their application for membership and payment of annual dues. All active members shall have the right to vote in this Foundation at any membership vote for Member Representative to the Board of Trustees.
 
   
====B. VOLUNTEER ACTIVE MEMBERSHIP:====
+
==ARTICLE II - STATEMENT OF PURPOSE==
This membership shall be open to all persons interested in supporting the activities of the foundation who have contributed under a user name to any Wikimedia project prior to the election ballot request deadline. The board may set minimum contribution requirements for the purpose of eliminating fraudulent votes. Volunteer Active Members shall have all the privileges of Contributing Active Members. Volunteer Active Members are automatically qualified to vote, do not need to register as a member prior to voting, and can opt out of membership at any time.
 
   
====C. LIFE MEMBERSHIP:====
+
The mission of the Wikimedia Foundation is to empower and engage people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally.
In recognition of his role as Founder of Wikipedia Jimmy Wales is
 
granted life membership. Life members shall have all the privileges of contributing active
 
members except they shall be exempt from paying dues and shall not be required to make any
 
contributions to any Wikimedia project.
 
====D. SUSTAINING MEMBER:====
 
Individuals who contribute substantial amounts shall be
 
designated as Sustaining Members shall have all the privileges of active members. The
 
qualifications for sustaining membership contributions shall be established by the Board of
 
Trustees. Such members shall be listed (anonymously if requested) in some prominent place on
 
the main online site of the Foundation.
 
====E. SUSTAINING/CORPORATE MEMBERSHIP:====
 
All persons or businesses who are donors of
 
funds to the Foundation for the purpose of advancing, improving and bettering Wikimedia
 
Foundation's projects may be recommended to the Board of Trustees to become
 
Sustaining/Corporate members of this Foundation under such rules as the Board may establish
 
and approve. If the recommendation is accepted by the Board, such membership shall be with all
 
privileges except that of holding office and voting. Such members shall be listed (anonymously if
 
requested) in some prominent place on the main online site of the Foundation.
 
====F. HONORARY MEMBERSHIP:====
 
An Honorary membership may be bestowed upon any person
 
or organization who has made a significant contribution to the Foundation upon a
 
recommendation by the Board of Directors and approval by the general membership at the
 
General Meeting of the Foundation. Honorary members shall not be required to pay dues and
 
shall not be eligible to hold office or vote.
 
===Section 2. USER ACCOUNTS OF MEMBERS.===
 
All applicants for contributing or volunteer active membership shall maintain a user account on one or several Wikimedia projects (i.e. Wikipedia of any language, Wikibooks, etc.).
 
   
===Section 3. ANNUAL DUES.===
+
In collaboration with a network of chapters, the Foundation provides the essential infrastructure and an organizational framework for the support and development of multilingual wiki projects and other endeavors which serve this mission. The Foundation will make and keep useful information from its projects available on the Internet free of charge, in perpetuity.
Annual dues for any and all relevant classes of membership shall be
 
due and payable as established by the Board of Trustees. The amount of dues and renewal
 
periods will be established by the Board of Trustees by resolution of a majority of the Board.
 
===Section 4. TERMINATION OF MEMBERSHIP.===
 
Membership in the Foundation can be
 
terminated based upon any of the following:
 
====Section 4.1. FAILURE TO PAY DUES.====
 
When an Active Contributing or Sustaining or
 
Sustaining/Corporate member shall be in default of dues for a period of sixty (60) days from the
 
beginning of the period for which such dues become payable, s/he or such corporate member
 
becomes delinquent and ceases to be entitled to any of the benefits of such class of membership by the Foundation until such dues are paid.
 
   
====Section 4.2. WRITTEN RESIGNATION.====
+
==ARTICLE III - MEMBERSHIP==
Any member may resign from the Foundation by
 
submitting a written resignation to the Secretary. Such resignation shall be effective as of the date
 
received by the Foundation, unless said resignation specifies another date. The Board at its sole
 
discretion may maintain or remove any such user's account from any of its projects upon such
 
resignation.
 
   
====Section 4.3. REMOVAL FOR CAUSE.====
+
The Foundation does not have members. (Fla. Stat. Section 617.0601)
Members of any classification may be removed from all
 
membership categories for cause by a four-fifths vote of the Board of Trustees; such decision shall be final and unappealable. For any cause, other than non-payment of dues, removal shall occur only after the member against whomever the complaint was made, has been advised of the complaint and has been given reasonable opportunity for defense before a committee to be formed and convened only should the occasion arise. The Board of Trustees, at it's sole discretion, may maintain or remove any such user's account from any of its projects upon such
 
removal for cause which may also be for successive membership terms (i.e. numbers of years); such removal shall mean said individual shall not be allowed to contribute to any Wikimedia project until said time is completed. This removal process shall not be the same as the process of temporary (long or short term) suspension of member editing privileges on any Wikimedia
 
project.
 
   
====Section 4.4. SUSPENSION.====
+
==ARTICLE IV - THE BOARD OF TRUSTEES==
Independent of the power of Removal for Cause, the Board of
+
===Section 1. General Powers.===
Trustees shall be empowered to order suspension of membership or the suspension of particular
+
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under, the direction of the Board of Trustees.
or specific user privileges at its sole discretion of any member upon receipt of a verified
 
complaint of misconduct; such suspension shall be a short or long term temporary measure in
 
connection with any mediation or arbitration procedure or procedures.
 
   
==<center>ARTICLE IV: THE BOARD OF TRUSTEES</center>==
+
===Section 2. Number, Tenure, and Qualification.===
===Section 1. POWERS.===
+
The number of Trustees of the Foundation shall be at least seven (7). Each Trustee shall hold office until the next annual meeting of Trustees and until their successor shall have been elected and qualified, or until their earlier resignation, removal from office, or death.
The powers of the corporation shall be exercised, its properties controlled,
 
and its affairs conducted by a Board of Trustees to be comprised initially of five trustees. All
 
trustees must be active (contributing or volunteer) or life members of the Foundation.
 
===Section 2. SELECTION.===
 
The initial Trustees shall be elected by a majority vote of the Trustees
 
and shall serve until their successors are elected and qualified. Selection shall be in the following
 
manner:
 
====Section 2.1. MEMBER REPRESENTATIVES.====
 
   
Two trustees shall be selected every two years, starting July 1, 2005, from the Active Membership by a vote of eligible Active Members. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures; they shall appoint two Inspectors of the Election from the active membership of the Foundation to oversee the election procedures who shall report and certify the results within thirty days of any vote. The deadline for the issuance of ballots to eligible members shall be no more than thirty days prior to any election date as set by the Board of Trustees.
+
===Section 3. Selection.===
  +
(A) The Board shall endeavor to include members with a diverse set of talents, experience, and competencies, and who will best fulfill the mission and needs of the Foundation.
   
====Section 2.2. OTHER INITIAL TRUSTEES.====
+
(B) Persons appointed to the board shall serve for a term of one year, which may be renewed. Individuals shall be appointed by a majority vote of the full Board.
The remaining initial Trustees shall be Jimmy
 
Wales, Michael Davis and Tim Shell.
 
   
====Section. 2.3. REPLACEMENT OF BOARD MEMBERS.====
+
(C) Persons elected by the community shall be appointed for a term of two years. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. The Board shall determine who shall be qualified to vote in the election.
Should a Trustee resign, become
 
incapacitated or otherwise be unable to serve the remaining Trustees shall appoint an interim
 
representative if such Trustee was a Member Representative until such time as a new election can
 
be held to fill such office at the next annual election. If not, the remaining Trustees may elect a
 
replacement. In such case should there be a tie vote the Chair shall cast the deciding ballot.
 
===Section 3. DELEGATION AND EXPENSES.===
 
Any action required or permitted to be taken by
 
the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board
 
to the Chair or any committee of the Board. Trustees may not be compensated for their roles as
 
Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if
 
necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation
 
for their duties as Trustees.
 
===Section 4. MEETINGS.===
 
Meetings of the Board of Trustees may be scheduled at such times and
 
at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a least three directors. The Chair may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the corporation.
 
   
==<center>ARTICLE V: OFFICERS AND DUTIES</center>==
+
(D) The majority of the Board shall be elected or appointed from within the community.
===Section 1. COMPOSITION OF BOARD.===
 
The Board of Trustees shall elect from among its
 
members a Chair, Vice Chair, Executive Secretary and Treasurer. These officers shall be elected
 
for one year terms of office by majority vote of the Board and may be re-elected at the expiration
 
of their term. Any officer may be removed at any time for cause or without cause by an
 
affirmative vote of a majority of the whole Board of Trustees.
 
===Section 2. CHAIR.===
 
The Chair shall be the chief elected officer of the corporation. It shall be the
 
duty of the Chair to preside at all regular and special meetings of the corporation. The Chair shall
 
have general supervision of the affairs of the corporation and shall make reports to the Board of
 
Trustees and the members at regular and special meetings and other times as necessary to keep
 
them informed of corporation activities. The Chair shall appoint committees, regular or special,
 
as required from time to time except the Disciplinary Board which shall be appointed by vote of
 
the whole Board of Trustees.
 
===Section 3. VICE CHAIR.===
 
The Vice Chair shall perform the duties and have the powers of the
 
Chair when the Chair is absent or unable to perform his duties. Other duties of the Vice Chair
 
may be designated by the Board of Trustees or the Chair.
 
===Section 4. EXECUTIVE SECRETARY.===
 
The Executive Secretary shall keep accurate records of
 
all corporation meetings; ensure that all notices are duly given in accordance with the provisions
 
of these Bylaws or as required by law; maintain corporate records and the seal of the corporation;
 
receive monies for the corporation, issue checks on those monies, and keep and render as
 
required true accounting thereof; perform all duties of the office of the Executive Secretary and
 
such other duties as may be assigned by the Chair or the Board of Trustees. The Executive
 
Secretary shall make a fidelity bond with such surety and in such penalty as the Board of Trustees
 
shall require, if any.
 
===Section 5. TREASURER.===
 
The Treasurer shall review the financial operations of the organization
 
and advise with the Executive Secretary on financial matters; make financial reports to the Board
 
of Trustees at regular and special meetings; and perform such other duties as assigned by the
 
Chair or the Board of Trustees.
 
   
==<center>ARTICLE VI: AMENDMENTS</center>==
+
(E) "Community" as used in the Bylaws, shall be defined by the Board, consistent with the mission statement.
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a
 
majority of the entire Board of Trustees at any regular meeting or special meeting, provided that
 
at least ten days written notice is given of intention to alter, amend or repeal or to adopt new
 
Bylaws at such meeting.
 
   
==<center>ARTICLE VII: DEDICATION OF ASSETS</center>==
+
(F) The terms of the Trustees shall be staggered, so that the terms of fewer than one-half of the Trustees expire in each year.
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the
 
net income or assets of this corporation shall ever inure to the benefit of any director, officer or
 
members thereof or to the benefit of any private individual.
 
   
==<center>ARTICLE VIII: DISTRIBUTION OF ASSETS</center>==
+
===Section 4. Meetings.===
Upon the dissolution or winding-up of this corporation, its assets remaining after payment, or
+
Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a least the majority of Trustees. The Chair may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the Foundation.
provision for payment, of all debts and liabilities of the corporation shall be distributed to a
+
:(a) Special Meetings.
nonprofit fund, foundation, or corporation which is organized and operated exclusively for
+
Special meetings of the Board of Trustees may be called by the chair of the board, by the vice-chair or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting.
charitable purposes and which has established its tax exempt status under Section 501(c)(3) of
+
:(b) Notice.
the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.
+
Notice of any special meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Trustee at his business address, unless in case of emergency, the chair of the Board of Trustees or the vice-chair of the Foundation shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these Bylaws.
  +
:(c) Manner of Acting.
  +
The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of resolutions and shall be included in the corporate records of the Foundation.
  +
:(d) Presumption of Assent.
  +
A Trustee of the Foundation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.
  +
:(e) Constructive Presence at a Meeting.
  +
A member of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.
  +
:(f) Action Without a Meeting.
  +
Any action required by law to be taken at any meeting of the Trustees of the Foundation may be taken without a meeting consistent with the consent procedures described herein.
  +
:(g) Consent procedures
  +
(1) Action required or permitted to be taken at a board of directors' meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the board members. Electronic signatures are acceptable.
  +
(2) Action taken under this section is effective when the action is affirmatively signed by a majority of the board members unless the consent specifies a different effective date.
  +
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
  +
(4) Any consent resolution which has not received affirmative votes from the majority of the board members or has not received negative votes from the majority of the board members shall be presented for a vote at the next board meeting.
  +
(5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions.
   
==<center>ARTICLE XIX: MISCELLANEOUS</center>==
+
===Section 5. Resignations.===
===Section 1. SEAL.===
+
Any Trustee of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the chairman of the board, to the vice-chair, or to the secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
The corporation seal shall be circular in form and shall contain the name of the
 
corporation, the year of its creation and the words, "CORPORATE SEAL, FLORIDA." Said seal
 
may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced
 
otherwise.
 
===Section 2. FISCAL YEAR AND REVIEW.===
 
The administrative and fiscal years of the corporation shall be July 1 - June 30 of each year. The accounts of the corporation shall be reviewed annually by a Certified Public Accountant.
 
   
===Section 3. NOTICES.===
+
===Section 6. Vacancies.===
Whenever any notice is required by the Bylaws, it shall be deemed to be
+
Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall hold office only until the next annual meeting of Trustees and until his successor shall be elected and qualified or until his earlier resignation, removal from office, or death.
sufficient if mailed via first class mail to the last known address of the intended recipient or to
+
===Section 7. Replacement of Board Members.===
the last known email address of the member. Such notice may be waived in writing by the
+
Should a Trustee resign, become incapacitated or otherwise be unable to serve, the remaining Trustees may appoint an interim representative.
intended recipient.
+
===Section 4. VOTING MEANS.===
+
===Section 8. Removal.===
Voting on all matters, including the election of Trustees and
+
Any Trustee may be removed by a majority vote of the full membership of the Board.
officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video
+
===Section 9. Delegation and Expenses.===
conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be
+
:(a) Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chair or to any committee of the Board.
allowed.
+
:(b) Committees may include as committee members persons from the community and other professionals who are not Board members, provided the membership of the committee is approved by the Board.
===Section 5. RESERVE POWER.===
+
:(c) Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation for their duties as Trustees.
  +
===Section 10. Voting Means.===
  +
Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.
  +
===Section 11. Reserved Powers.===
 
The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the Foundation not inconsistent with these bylaws.
 
The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the Foundation not inconsistent with these bylaws.
   
Duly adopted in St. Petersburg Florida this _______ day of January 2003
+
==ARTICLE V - OFFICERS AND DUTIES==
____________________________ ____________________________
+
===Section 1. Number.===
Jimmy Wales, Trustee & Chair Michael Davis, Trustee
+
The Board of Trustees shall elect from among its members a Chair and Vice Chair. The Board of Trustees shall also elect an Executive Secretary and Treasurer, who do not need to be trustees.
____________________________
+
Tim Shell, Trustee
+
:(a) CHAIR.
  +
The Chair shall, when present, preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The Chair may sign, with the secretary or any other proper officer of the Foundation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees.
  +
:(b) VICE CHAIR.
  +
The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair.
  +
:(c) EXECUTIVE SECRETARY.
  +
The Executive Secretary shall keep accurate records of all Foundation meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and perform all duties of the office of the Executive Secretary and such other duties as may be assigned by the Chair or the Board of Trustees.
  +
:(d) TREASURER.
  +
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws; review the financial operations of the organization and advise with the Executive Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees.
  +
  +
===Section 2. Term.===
  +
These officers shall be elected for one year terms of office by majority vote of the Board and may be re-elected at the expiration of their term.
  +
===Section 3. Removal.===
  +
Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever, in its judgment, the best interests of the Foundation would be served thereby.
  +
===Section 4. Vacancies.===
  +
A vacancy, however occurring, in any office may be filled by the Board of Trustees for the unexpired portion of the term.
  +
===Section 5. Resignations.===
  +
Any officer of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the Board Chair, to the Vice-chair, or to the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
  +
  +
==ARTICLE VI - ASSETS==
  +
===Section 1. Dedication of Assets.===
  +
The property of this Foundation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Foundation shall ever inure to the benefit of any Trustee, officer or members thereof or to the benefit of any private individual.
  +
===Section 2. Distribution of Assets.===
  +
Upon the dissolution or winding-up of this Foundation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Foundation shall be distributed to a nonprofit fund, foundation, or Foundation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.
  +
  +
==ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS==
  +
===Section 1. Contracts.===
  +
The Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
  +
===Section 2. Loans.===
  +
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
  +
===Section 3. Checks, Drafts, Etc.===
  +
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
  +
===Section 4. Deposits.===
  +
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
  +
  +
==ARTICLE VIII - INDEMNIFICATION==
  +
The Foundation shall indemnify any Trustee or officer or any former Trustee or officer to the full extent permitted by law.
  +
  +
==ARTICLE IX - WAIVER OF NOTICE==
  +
Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the Foundation under the provisions of these bylaws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
  +
  +
==ARTICLE X - MISCELLANEOUS==
  +
===Section 1. Amendment.===
  +
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
  +
===Section 2. Seal.===
  +
The Foundation seal shall be circular in form and shall contain the name of the Foundation, the year of its creation and the words, "CORPORATE SEAL, FLORIDA." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
  +
===Section 3. Fiscal Year, Audit, and Review.===
  +
The fiscal year of the Foundation shall be July 1 - June 30 of each year. The accounts of the Foundation shall be audited annually by a Certified Public Accountant. The accounts of the Foundation shall be reviewed quarterly by a Certified Public Accountant.
  +
  +
===Section 4. Delivery of Notices.===
  +
Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.
  +
  +
==SIGNATURES==
  +
  +
== LICENSE ==
   
 
This document is released under the terms of the General Free Documentation License (GFDL)
 
This document is released under the terms of the General Free Documentation License (GFDL)

Revision as of 17:37, 11 December 2006

BYLAWS OF THE WIKIMEDIA FOUNDATION, INC.

ARTICLE I - NAME

This organization shall be known as the Wikimedia Foundation, Inc. (the Foundation). The registered agent and registered office will be determined by a resolution of the Board of Trustees. The main web site of the Foundation shall be http://www.wikimediafoundation.org.

ARTICLE II - STATEMENT OF PURPOSE

The mission of the Wikimedia Foundation is to empower and engage people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally.

In collaboration with a network of chapters, the Foundation provides the essential infrastructure and an organizational framework for the support and development of multilingual wiki projects and other endeavors which serve this mission. The Foundation will make and keep useful information from its projects available on the Internet free of charge, in perpetuity.

ARTICLE III - MEMBERSHIP

The Foundation does not have members. (Fla. Stat. Section 617.0601)

ARTICLE IV - THE BOARD OF TRUSTEES

Section 1. General Powers.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under, the direction of the Board of Trustees.

Section 2. Number, Tenure, and Qualification.

The number of Trustees of the Foundation shall be at least seven (7). Each Trustee shall hold office until the next annual meeting of Trustees and until their successor shall have been elected and qualified, or until their earlier resignation, removal from office, or death.

Section 3. Selection.

(A) The Board shall endeavor to include members with a diverse set of talents, experience, and competencies, and who will best fulfill the mission and needs of the Foundation.

(B) Persons appointed to the board shall serve for a term of one year, which may be renewed. Individuals shall be appointed by a majority vote of the full Board.

(C) Persons elected by the community shall be appointed for a term of two years. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. The Board shall determine who shall be qualified to vote in the election.

(D) The majority of the Board shall be elected or appointed from within the community.

(E) "Community" as used in the Bylaws, shall be defined by the Board, consistent with the mission statement.

(F) The terms of the Trustees shall be staggered, so that the terms of fewer than one-half of the Trustees expire in each year.

Section 4. Meetings.

Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a least the majority of Trustees. The Chair may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the Foundation.

(a) Special Meetings.

Special meetings of the Board of Trustees may be called by the chair of the board, by the vice-chair or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting.

(b) Notice.

Notice of any special meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Trustee at his business address, unless in case of emergency, the chair of the Board of Trustees or the vice-chair of the Foundation shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these Bylaws.

(c) Manner of Acting.

The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of resolutions and shall be included in the corporate records of the Foundation.

(d) Presumption of Assent.

A Trustee of the Foundation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

(e) Constructive Presence at a Meeting.

A member of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.

(f) Action Without a Meeting.

Any action required by law to be taken at any meeting of the Trustees of the Foundation may be taken without a meeting consistent with the consent procedures described herein.

(g) Consent procedures

(1) Action required or permitted to be taken at a board of directors' meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the board members. Electronic signatures are acceptable. (2) Action taken under this section is effective when the action is affirmatively signed by a majority of the board members unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (4) Any consent resolution which has not received affirmative votes from the majority of the board members or has not received negative votes from the majority of the board members shall be presented for a vote at the next board meeting. (5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions.

Section 5. Resignations.

Any Trustee of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the chairman of the board, to the vice-chair, or to the secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.

Section 6. Vacancies.

Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall hold office only until the next annual meeting of Trustees and until his successor shall be elected and qualified or until his earlier resignation, removal from office, or death.

Section 7. Replacement of Board Members.

Should a Trustee resign, become incapacitated or otherwise be unable to serve, the remaining Trustees may appoint an interim representative.

Section 8. Removal.

Any Trustee may be removed by a majority vote of the full membership of the Board.

Section 9. Delegation and Expenses.

(a) Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chair or to any committee of the Board.
(b) Committees may include as committee members persons from the community and other professionals who are not Board members, provided the membership of the committee is approved by the Board.
(c) Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation for their duties as Trustees.

Section 10. Voting Means.

Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.

Section 11. Reserved Powers.

The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the Foundation not inconsistent with these bylaws.

ARTICLE V - OFFICERS AND DUTIES

Section 1. Number.

The Board of Trustees shall elect from among its members a Chair and Vice Chair. The Board of Trustees shall also elect an Executive Secretary and Treasurer, who do not need to be trustees.

(a) CHAIR.

The Chair shall, when present, preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The Chair may sign, with the secretary or any other proper officer of the Foundation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees.

(b) VICE CHAIR.

The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair.

(c) EXECUTIVE SECRETARY.

The Executive Secretary shall keep accurate records of all Foundation meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and perform all duties of the office of the Executive Secretary and such other duties as may be assigned by the Chair or the Board of Trustees.

(d) TREASURER.

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws; review the financial operations of the organization and advise with the Executive Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees.

Section 2. Term.

These officers shall be elected for one year terms of office by majority vote of the Board and may be re-elected at the expiration of their term.

Section 3. Removal.

Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever, in its judgment, the best interests of the Foundation would be served thereby.

Section 4. Vacancies.

A vacancy, however occurring, in any office may be filled by the Board of Trustees for the unexpired portion of the term.

Section 5. Resignations.

Any officer of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the Board Chair, to the Vice-chair, or to the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.

ARTICLE VI - ASSETS

Section 1. Dedication of Assets.

The property of this Foundation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Foundation shall ever inure to the benefit of any Trustee, officer or members thereof or to the benefit of any private individual.

Section 2. Distribution of Assets.

Upon the dissolution or winding-up of this Foundation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Foundation shall be distributed to a nonprofit fund, foundation, or Foundation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.

ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts.

The Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, unless otherwise restricted by law. Such authority may be general or confined to specific instances.

Section 2. Loans.

No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.

Section 4. Deposits.

All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.

ARTICLE VIII - INDEMNIFICATION

The Foundation shall indemnify any Trustee or officer or any former Trustee or officer to the full extent permitted by law.

ARTICLE IX - WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the Foundation under the provisions of these bylaws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X - MISCELLANEOUS

Section 1. Amendment.

These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

Section 2. Seal.

The Foundation seal shall be circular in form and shall contain the name of the Foundation, the year of its creation and the words, "CORPORATE SEAL, FLORIDA." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.

Section 3. Fiscal Year, Audit, and Review.

The fiscal year of the Foundation shall be July 1 - June 30 of each year. The accounts of the Foundation shall be audited annually by a Certified Public Accountant. The accounts of the Foundation shall be reviewed quarterly by a Certified Public Accountant.

Section 4. Delivery of Notices.

Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.

SIGNATURES

LICENSE

This document is released under the terms of the General Free Documentation License (GFDL) of the Free Software Foundation, Inc. (http://www.fsf.org). This document is to be considered part of the foundation's web site and thus a local copy of the GFDL can be found here: http://wikimediafoundation.org/wiki/Wikimedia:Text_of_the_GNU_Free_Documentation_License
© 2003, Wikimedia Foundation Inc.