Bylaws
Wikimedia Polska, polski oddział Fundacji Wikimedia.
(current version with changes approved during General Assembly in Poznan, 27 October 2008)
Spis treści |
Chapter I: General provisions
- Art. 1.
A voluntary association is created, it acting in accordance with this bylaw, called "Wikimedia Polska", hereafter referred to as "The Association".
- Art. 2.
The Association acts based on and in accordance with the law of the Republic of Poland and is therefore considered a body corporate.
- Art. 3.
The Association is based in the city of Łódź and its territorial sphere of activity is the Republic of Poland.
- Art. 4.
The activity of The Association depends on the voluntary work of its members. It can hire employees to achieve its goals.
- Art. 5.
The Association can use emblems and logos as determined by the resolutions of the Board of The Association.The use of Wikimedia projects' logos are to be based on a separate agreement with Wikimedia Foundation, Inc.
- Art. 6.
The Association collaborates in its activity with Wikimedia Foundation, Inc., based on a separate agreement with Wikimedia Foundation, Inc. - it especially support and promotes in Poland the projects initiated and belonging to this Foundation.
- Art. 7.
In the event of applying for and being granted the status of a Public Usefulness Organization, The Association will make annual reports of it's activities, present them to the minister responsible for social security and make them public in a way which will allow interested bodies to familiarize themselves with those reports.
Chapter II: Goals and forms of activity
- Art. 8.
The Association's goals are:
- Equating everyone's chances to access knowledge, both general and specific in the fields of science, culture, education, art and others.
- The promotion and organization of volunteer work.
- Art. 9.
The Association realizes its goals through:
- Supporting the development and maintenance of projects based on the wiki technology, as in, having content editable by every person who is allowed to use these projects according to its internal rules
- Supporitng distribution their content on the Internet under the condition of free licenses like the GNU Free Documentation License, issued by the Free Software Foundation.
- Supporting and promotion outside the internet projects of Wikipedia, Wiktionary, Wikiquote, Wikinews, Wikisource, Wikibooks and others started by the Wikimedia Foundation, hereafter referred to as "Wikimedia Projects", especially those in Polish or any other language used by an ethnic or national group traditionally existing on Polish soil.
- Financial support of the precedent organization Wikimedia Foundation, Inc., in meeting the objectives of Bylaws of Wikimedia Polska Association.
- Art. 10.
The Association can conduct bussiness activity according to general rules described elswhere. The whole of the Association's income is to be alloted on the realization of its goals.
Chapter III: Members and their rights and obligations
- Art. 11.
- Natural persons and bodies corporate may be members of The Association.
- A body corporate may only be a supporting member of the Association.
- Art. 12.
Members of the Association are divided into:
- regular members,
- supporting members,
- honorary members.
- Art. 13.
Every legal subject person may become a regular member of the Association, who has full capability to legal activity and isn't deprived of their public privileges, and who:
- is a contributor to at least one Wikimedia project,
- sent a written request for membership to the Board along with a declaration of acceptance of the bylaws and a copy of an identity document,
- has been accepted by the Board,
- paid a yearly membership fee.
- Art. 14.
- A regular member of The Association has the right to:
- participate actively and passively in elections of the authorities of the Association;
- take part in the General Member Assembly;
- make statements, submit opinions and postulates to the authorities of the Association on every topic related with the activity of the Association;
- take part in the realization of statutory goals of the Association;
- be able to use the Association's equipment, services and support, as long as it serves the goals of the Association;
- participate in the formation and realization of the Association's program;
- A regular member of the Association is obligated to:
- observing the bylaws and other regulations of the Association;
- pay regularly the membership dues for the Association.
- Art. 15.
- A legal subject person and a bodies corporate, who declared financial or substantial support for Association may become a supporting member.
- Supporting member has to be accepted by the Board of Association
- A bodies corporate is represented in the Association by its single representative.
- Art. 16.
- Supporting member of Association has the right to:
- take part in the General Member Assembly as a advisor;
- make statements, submit opinions and postulates to the authorities of the Association on every topic related with the activity of the Association;
- be able to use the Association's devices, testimonies and its help, as long as it serves the goals of the Association;
- participate in the formation and realization of the Association's program;
- Supporting member is s obligated to observing the bylaws and other regulations of the Association;
- Art. 17.
A legal subject person, who granted an extraordinary contribution to developement of goals and ideas of the Association may become a honorary member. Honorary members has all rights of regular members except active and passive participation in elections and votings. Honorary members do not pay membership dues for the Association. The title of honorary members is given by the General Member Assembly upon request of the Board of Association.
- Art. 18.
If membership is not granted by the Board, the person has the right to appeal to the Board within 30 days from the date of deliverance of the decision.
- Art. 19.
- Membership of the Association may by canceled when:
- written letter of self-resignation is delivered by a member to the Board;
- a member died or lost its legal rights
- did not paid his/her membership dues to the Association, after Board decision.
- A person, who's membership has been canceled, has the right to appeal to Board whitin 30 days after delivery of cancelation decision.
Chapter IV: Authorities of The Association
- Art. 20.
Authorities of The Association consist of:
- General Member Assembly,
- Board of Association,
- Revision Committee,
- Internal Court.
- Art. 21.
Term of office of Board of Association, Revision Board and Internal Court is up to 2 years and go by during General Member Assembly which takes place at the last year of Board's term of office. Elections for Board of Association, Revision Committee and Internal Court are performed by direct, secret voting during General Member Assembly.
- Art. 22.
In case of resignation, exclusion or death of member of any of The Association's authorities bodies during term of office, new members are co-opted from members of The Association. Maximum half of number of members can be co-opted to any of the Association's authorities bodies during their term of office. If the larger number of members resigned, were excluded or died, the General Member Assembly has to be conducted.
General Member Assembly
- Art. 23.
General Member Assembly is the supreme body of The Association. General Member Assembly consist of:
- Regular members - with right to vote;
- Supporting members - with right to advise.
- Art. 24.
- General Member Assembly can be reporting or extraordinary.
- Reporting General Member Assembly has to be summoned one time in every year before June 30. The place, time and agenda of General Member Assembly has to be announced no later than 14 days before meeting. The goals of General Member Assembly are:
- to discharge members of the Board, the Revision Committee and the Internal Court for the previous calendar year,
- examining and approving reports on the activities of the Association's authorities,
- examining and approving financial reports.
- General Member Assembly debates according to announced agenda.
- General Member Assembly meeting is lead by presidium which consits of chairman, vice-chairman and secretary.
- Presidum of General Member Assembly is elected by open voting of all members of General Member Assembly except current members of Authorities of The Association.
- A member of current Authorities of The Association cannot be a member of General Member Assembly's presidium.
- Resolutions of General Member Assembly are adopted by qualified majority of open votes.
- If it was announced to members of The Association, General Member Assembly can be appointed in two terms. The second term can be 30 minutes after the first one. During the second term meeting, there is no need of presence of more than half of all members of The Association. The second term meeting has to follow announced agenda.
- Art. 25.
Among others but not only, The General Member Assembly competences are:
- to resolve statue and its changes, but only if the the vote on change of statue was on announced agenda
- to elect and revoke of memebers of all other Authorities of The Association;
- to vote of acceptance of The Board of The Association for the previous calendar year;
- to accept the work schedule of The Board for the following calendar year;
- to discuss and vote of acceptance of annual reports of The Authorities of The Association and financial reports
- to adopt a resolution about dissolution of The Association and destination of its final properties.
- Art. 26.
- Extraordinary General Member Assembly can be summoned by The Board of The Association:
- on the demand of The Board of The Association itself;
- on the demand of Revision Comittee or Internal Court;
- on a written petition signed by no less than half of the number of regular members of the Association;
- The Board of The Association has to summon The Extraordinary General Member Assembly no later than 90 days after receiving demand or petition described in par. 1, pt. 2 and 3.
- Extraordinary General Member Assembly can debate over the agenda for which it was summoned, only.
- All other righs of Extraordinary General Member Assembly are exactly the same as Reporting General Member Assembly.
The Board of The Association
- Art. 27.
- The Board of The Association governs all activities of The Association according to resolution of General Member Assembly, represents The Association outside and is subject to vote of acceptance by General Member Assembly.
- The number of The Board of The Association members cannot be lower than 3 and higher than 7. The number of Board members is determined by the General Assembly.
- The President of The Board of The Association is elected by The Board of The Association.
- The Vice-Presidents, Secretary, and Tresurer of The Association are elected by The Board of The Association from members of he Board of The Association.
- The President of The Board of The Association cannot be elected to Vice-Presidents, Secretary, and Tresurer.
- The rules of work of The Board of The Association are regulated by its internal bylaws, which are adopted by The Board of The Association itself. The Board of The Association's bylaws have to be complementary with the Statue of The Association.
- The Board of The Association's meeting has to take place at least four times a year.
- Members of The Board of The Association are elected in poll voting, by qualified majority of votes of members of The General Member Assembly.
- In any action, exceeds the competence of The Board of The Association, it is obliged to ask for aceptance for this action during nearest General Member Assembly meeting.
- Art. 28.
- Statesment and deeds, financial and proprietary obligations on behalf of The Association have to be signed by: President and Secretary or President and Treasuer or Secretary and Treasuer or, on the basis of authorization of The Board of The Asscociation, two other members of The Board.
- Financial resolutions and decissions of The Board of The Association are executed by Treasuer.
- The resolutions of The Board of The Asscociation are adopted by open voting of majority of the members of The Board of The Asscociation. On special demand of any member of The Board of The Asscociation any resolution can be adopted by poll voting.
- Art. 29.
The Board of The Association competences are:
- realisation of resolutions of The General Member Assembly,
- adoption of budget of The Association,
- keeping control over the properties of The Association
- taking decisions concerning buying and selling The Association properties, both moveable and unmovable,
- taking decisions concerning taking loans, but only not exceeding 1000 PLN (about EUR 250),
- organising The General Member Assembly meetings,
- adopting resolutions concerning including and excluding members of The Association,
- submition of annual reports of its activity during The General Member Assembly,
- adopting resolutions, according to The Statue of The Association,
- general administering of The Association between General Member Assembly's meetings,
- representing The Association outside.
- Art. 30.
Press Officer is responsible for contacts with media. Press Officer is elected by The Board of The Association from all members of The Association.
The Revision Committee
- Art. 31.
- The Revision Committee is a body of The Association which is established to inspect The Board of Association;
- The Revision Committee consists of 3 members.
- Members of The Revision Committee are elected in poll voting, by qualified majority of votes of members of The General Member Assembly.
- Members of The Revision Committee cannot hold any other offices in Authorities of The Association.
- Members of The Revision Committee cannot be spouses, family relatives or employees of the members of The Board of The Association.
- The people becoming members of the revision committee must not have been charged for any crimes by legal courts
- The Revision Comittee elects itself the chairman of The Revision Committee from its members.
- Art. 32.
The Revision Committee's competence are:
- inspection of the all activites of The Association
- directing petitions to The Board of The Asscociation as a result of coducted inspections
- the right to demand to organise Extraordinary General Member Assembly's meeting, and demand to organise The Board of The Association's meeting,
- the right to organise General Member Assembly's meeting if it is not taken place at proper term, according to the Stutue ot The Association,
- directing proposals of vote or acceptance of The Board of The Association to The General Member Assembly,
- directing reports of its own activity to The General Member Assembly
- Art. 33.
- The Revision Committee works according to its own, internal bylaws.
- The Revision Committee has the right to demand written explanantions concerning controlled activities of The Association from all members and all bodies of The Association.
- The resolutions of The Revision Committee are adopted by open voting of majority of the members of The Revision Committee. On special demand of any member of The Revision Committee any resolution can be adopted by poll voting.
Internal Court
- Art. 34.
- The Internal Court consists of 3 members, which are elected by in poll voting, by qualified majority of votes of members of The General Member Assembly.
- Members of The Internal Court cannot hold any other functions in Authorities of The Association.
- The Internal Court elects itself the chairman of The Internal Court from its members.
- The Internal Court can, if necessary, establish other offices elected from its own members.
- Art. 35.
The Internal Court has a right to judge:
- claims of accusations of Stutue and resolutions of The Association by its members;
- litigations between members of The Association, concerning rights and duties of The Association membership.
- Art. 36.
The Internal Court can punish by:
- letter of warning;
- exclusion from The Association;
- sending resolution to The General Member Assembly to exclude honorary member.
Decisions of The Internal Court can be send for appealation to The General Member Assembly, within 30 days from the date of its delivery.
Chapter V: Budget and property
- Art. 37.
The property of the Association includes inmovables, movables and funds.
- Art. 38.
- The Association's property shall come from:
- 1) membership fees,
- 2) donations, grants, legacies and inheritances,
- 3) income from the Association's business activity based in the bylaws (property from self activity, property from the Association's estate).
- Membership fees should be paid until the end of the first quarter of every year. Newly appointed members should pay their fees according to the rules set by the Board, in 30 days time upon a notification of being accepted to the Association. The amount of membership fees is set by the Board in separate regulations.
- The Association runs its financial administration and accountancy in accordance with the regulations of the standing law.
- Art. 39.
- It is forbidden:
- 1) to grant loans or guarantee financial obligation using any assets of The Association to members of The Association, members of The Authorities of The Association and all their relatives;
- 2) to transfer any assets of The Association to its members, members ot its authorities, employess or their relatives, especially if the transfer is free or on preferential conditions;
- 3) to use any assets of The Association for the personal needs of its members, members ot its authorities, employees or their relatives under different conditions than for other persons, except if it is done for Statutory goals;
- 4) to purchase on preferential conditions any goods or services from entities which are conected with members of The Association, members ot its authorities, employees of The Association, or their relatives;
Chapter VI: Change of the bylaws and dissolution of the Association
- Art. 40.
- Acceptance of the bylaws, their change or a resolution of a dissolution of the Association has to be made by the General Assembly with at least 2/3 votes in favor of the members present during General Assembly.
- After the resolution of a dissolution of the Association, the General Assembly needs to define a way on how to execute the liquidation and how to allocate the Association's property.
- In matters concerning dissolutuon and liquidation of the Association, which are not regulated by The Statue, the regulations of the act of "Law on Associations", by Polish Parliament at 7th April, 1989, ((Dz. U. 1989 r. Nr 20 poz. 104 with other changes), appeal.
