Bylaws

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This page represents a very first rough working draft for the Wikimedia Foundation Pennsylvania Chapter. This page is likely to change frequently, and to be edited by multiple people.


Chapter 1: General Provisions

Name

The name of this chapter will be "Wikimedia Pennsylvania", hereafter "the Chapter".

Mission

The mission of the Chapter is to empower and engage individuals in Pennsylvania and the surrounding area to create, collect, and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally, via the promotion of the Wikimedia Foundation projects and other Free Content endeavors.

The Chapter shall take the responsibilities of a local chapter of the Wikimedia Foundation Inc., as an independent but mutually supportive organization. The following is a demonstrative list of projects operated by the Wikimedia Foundation:

Goals and Duties

The primary goals of the Chapter are as follows:

  • Attracting new users to Free Content providers, especially the various Wikimedia Projects, and teaching new users to properly contribute, make use of, and distribute that content.
  • Creation of new Free Content, through contributions, donations, or other legal acquisitions, especially for use with the various Wikimedia projects.
  • The operation and the funding of operation of online systems for creation, collection and distribution, respectively, of Free Content. The main focus lies on the several international Wikimedia projects.
  • The distribution and support of distribution of Free Content by other means, exempli gratia, in digital or printed form, with focus on the contents of the international Wikimedia projects.
  • The acquisition, making available and distribution of information and public relations work relating to Free Content, Wikis and the various Wikimedia projects, through events or information literature.

The Chapter may collect funds to support the goals above, or transfer them to other tax-exempt corporations or corporations under public law, if they are used exclusively for the purposes mentioned above, and it may hold shares or be a member of such corporations.

Funds of the Chapter can only be used for purposes stated in this constitution. Its members do not, as members, get any financial benefits from the Chapter's funds. No person may benefit through spendings which are not necessary for the promotion of its aims or through disproportionately high payments.

Composition

The Chapter consists of active members of the various Wikimedia Foundation projects and other individuals and entities with common goals. All matters of the Chapter will be handled by the General Assembly and the Executive Council, as described in this constitution.

Term

A term will begin on January 01 of the year, and will end on December 31 of that same year.

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.

Geographical Base

The Chapter shall be based in Pennsylvania, United States of America.

Chapter 2: Membership

Types of Members

The Chapter consists of Individual Members, Group Members, and Honorary Members.

Individual Members

Any individual may apply for membership in the Chapter. All applicants are encouraged, but are not required, to be active members in at least one Wikimedia Foundation Project, or a related Free Content project.

Individual Members have the following rights in the organization:

  1. To attend the General Assembly, both in person and via long-distance communications, and to sit-in on the meetings of the Executive Council.
  2. To speak, to propose, to second and to vote in the General Assembly.
  3. To participate in the elections of the Chapter, and to enjoy the rights of nominating, seconding and voting.
  4. To perform initiative and referendum.
  5. To participate in the activities of the Chapter.
  6. To enjoy the welfare and facilities of the Chapter.

Group Members

Any group or organization (the Group) that wishes to be affiliated with the Chapter may apply for a Group Membership.

Group members may elect one individual as a representative, to attend the General Assembly, and act on the behalf of the Group. Group members are entitled to the same benefits as Individual Members.

Honorary Members

Honorary Members are individuals who, through donation or other act, have had a substantial positive impact on the Chapter, the Wikimedia Foundation projects, or Free Content in general. Honorary members must be approved by the Executive Council and confirmed by the General Assembly.

Honorary Members have the following rights in the organization:

  1. To attend the General Assembly, both in person and via long-distance communications, and to sit-in on the meetings of the Executive Council.
  2. To speak and to propose in the General Assembly.
  3. To participate in the activities of the Chapter.
  4. To enjoy the welfare and facilities of the Chapter.

Membership Application

All potential members must apply to the Chapter in the way specified by the Executive Council. All applications are subject to approval by the Executive Council. An application for membership may be denied if, acting responsibly, the rejection is considered to be in the best interests of the Chapter.

Membership is not transferable.

Membership Duties

 All members have the following duties:

  1. To abide by the constitution, bylaws and all other regulations of the Chapter.
  2. To follow the decisions made by the General Assembly and the Executive Council.
  3. To timely pay membership fees (except for Honorary Members), if such fees have been prescribed by the Chapter in the previous Fiscal year.
  4. Not to do anything which harms the Chapter.

Termination of Membership

An individual membership, honorary membership, or group membership may be terminated by the Executive Council if:

  1. The member dies, or the organization ceases to exist,
  2. The member or organization resigns,
  3. Any sum due to the Chapter by the member or group is not received in a timely manner,
  4. The Executive Council determines it to be in the best interests of the chapter, for a reason that will be specified in writing.

Chapter 3: General Assembly

Time and Place

The Chapter should meet four times per year, and no less then once per year. Meetings will be held in Pennsylvania at a place selected by the Executive Council or via telecommunications such as Internet Relay Chat and conference calls. However, at least one meeting per year must be held in person.

The time and place of the meeting, including a preliminary agenda, must be specified no later then two weeks in advance. Members who do not attend the meeting abstain from all business of the meeting, unless specific provisions have been made prior to the meeting.

Roles of the General Assembly

Responsibilities and powers of the General Assembly shall include but not be limited to the following:

  1. Amendment of the Constitution;
  2. Supervision of the implementations of the Constitution;
  3. Discussion and passage of general reports from the previous or current Executive Council;
  4. Discussion and passage of financial reports from the previous or current Executive Council;
  5. Selection of the Executive Council

Quorum

A quorum consists of:

  • One third of the total membership of the Chapter, or
  • Ten Members

Whichever is lesser.

Members who wish to participate via proxy, who can participate in the meeting via telecommunications, have made specific provisions for the meetings in advance, or who have consented to not be present at the meeting in writing shall be counted towards the quorum.

Procedures of the General Assembly

A meeting of the General Assembly shall be declared aborted and rescheduled if a quorum is not present. The chairperson of the General Assembly shall be the President of the Executive Council, or another individual appointed by the president and approved by the Executive Council.

Any vote of the General Assembly will be conducted by either a show of hands or a poll, to be decided by the Chairperson. Such polls must take into account votes cast via proxy, votes cast via telecommunications, and votes provided in writing prior to the meeting.

In the event of a voting equality, the Chairperson shall determine the outcome of the vote.

The General Assembly shall be adjourned upon the passage of a resolution to adjourn.

Chapter 4: Executive Council

Roles of the Executive Council

The Executive Council (Executive) is responsible for the everyday administration of the Society. It reports to the General Assembly. Members of the Executive Council are authorized to represent and to conduct business on behalf of the Chapter.

Composition of the Executive

The Executive will consist of at least 5 members, to be no more then 10% of the total membership of the Chapter:

  1. President
  2. Vice-President
  3. Secretary
  4. Treasurer
  5. Additional members, as required.

In the event that the total membership of the Chapter is fewer then 20 individuals, the Executive Council is disbanded except for the President and the Secretary. In these cases, decisions of the Executive Council will be made by majority of the Chapter and executed by the President.

Honorary Members may not be members of the Executive Council.

Chapter 5: Finance

Fiscal Responsibilities

The chapter shall never allow it's expenditures to exceed it's available funds and revenue. The Chapter shall avoid fiscal deficits, and will cease all expenditures if a deficit should arise, until such time as the Chapter no longer is in debt.

Membership Fees and Dues

The value of Membership Fees and Group Fees is decided for the following year by the General Assembly. Where possible, all income of the Chapter should be derived from fund raisers or donations, not membership fees.

Fiscal Year

The fiscal year of the chapter shall coincide with the term of the Chapter.

Chapter 6: Dissolution

Any act of Dissolution of the Chapter shall require approval of three-quarters of the General Assembly.

Before the Chapter is dissolved, the President of the Executive Council must explain to the Members the financial situation and the consequences of the dissolution. All remaining assets must be donated to charities or non-profit organizations similar to Wikimedia Pennsylvania.

Chapter 7: Interpretation and Amendment

The interpretation of this document, unless otherwise bound by explicit resolutions, is reserved for the General Assembly.

The General Assembly has the right to amend this document.

Any proposal to amend this document should be discussed and approved by the Executive Council, and submitted to the General Assembly for final discussion and vote.