Azerbaijani Wikimedians User Group/Proposed Bylaws

Translation of the original Azerbaijani bylaws.

BYLAWS
of
Azerbaijan Wikimedia Volunteers
Public Union

Baku, Azerbaijan
2017

1. General Provisions

1.1. Azerbaijan Wikimedia Volunteers Public Union (herein after referred to as "the Union") is a non-profit non-governmental organization established by common interests, voluntarism, based on the principles of equality of its members, and its activities cover the territory of the Republic of Azerbaijan.

1.2. The Union forms its activity on bases of Constitution of the Republic of Azerbaijan, the Law of Azerbaijan Republic on the non-governmental organizations, other judicial acts and this Charter.

1.3. The Union gaining the status of a legal entity since registered by the Ministry of Justice of Azerbaijan Republic. The Union has an independent balance sheet, seal and stamp, transaction account in the banks of Azerbaijan Republic and other symbols.

1.4. Legal address of the Union: XXX, Baku, Azerbaijan.

2. Aims And Objectives Of The Union

2.1. The main aim of the Union's activities is an assistance in spreading, collection, storage (updating, structuring) of encyclopedic, educational, scientific, reference information and other knowledge (hereinafter referred to as “Knowledge”) and to benefit from it.

2.2.The Union carries out the following activities to achieve its objectives:

assistance in accumulation and storage, development, updating and spreading of encyclopedic, educational, scientific, reference information in different languages;
initiation and stimulation of public interest in Knowledge, development and spreading of Knowledge;
support for opportunities to access Knowledge for all individuals irrespective of their property or other status, organization of such access;
assistance in creation, collection, development and spreading of Knowledge on international electronic projects by means of Knowledge accumulated by people of Azerbaijan;
contribution in development of Knowledge by use of information and other technologies and provide access to this Knowledge;
assistance in creation of laws and other regulatory acts facilitating creation, collection, development and spreading of Knowledge;
operation in the cooperation with local government, executive, legislative and judicial authorities, local and international organizations.

2.3. In order to achieve its goals, subject to these Bylaws the Union:

establishes relations with various non-governmental organizations operating in foreign countries and provides projects with them;
carries out research, organizes courses, seminars, round tables, meetings and exhibitions, conducts conferences, charity marathons, forums and other mass-culture events;
spreads among public the information about its aims and activities, creates printings according to law;
makes proposals to governmental and other regarding to improvement of normative judicial acts relating to aims and mission of the Union;
realizes other activities not prohibited with jurisdiction and which conform to the objectives stipulated in these Bylaws.

2.4. The Union cannot participate in elections of the President of Azerbaijan Republic, National Convention of Azerbaijan Republic, and municipality elections, cannot fund or aid political parties.

3. Legal Status Of The Union

3.1. The Union has the following rights:

conclude agreements on its behalf, acquire property and non-property rights, incur obligations, and be a plaintiff and a defendant in court;
spread information about its activities freely;
set up branches and open representative offices in Azerbaijan Republic and abroad;
associate with international non-governmental organizations, unite on a voluntary basis, participate in creation of alliance of legal entities, and join such alliances;
open bank account and conduct transactions;
own independent balance sheet, seal, stamp and other symbols;
benefit from other rights allowed with legislation of Azerbaijan Republic.

4. Real Estate And Financial Resources Of The Union

4.1. The Union can own buildings, devices, apartments, equipment, cash, stocks, other securities and types of sources not prohibited by law for material security of activities provided in this Bylaws.

4.2. The Union is liable for its commitments with its property. This property can only be expropriated in accordance with legislature of Azerbaijan Republic.

4.3. The sources of property of the Union formed in cash or in other forms are as follows:

regular or lump sum membership fees of founders and members of the Union;
property and donations given voluntarily by different institutions, enterprises, local and international organizations and citizens;
dividends and incomes from stocks, loans, other securities and deposits;
incomes from using or selling of its property;
grants;
incomes from exhibitions, concertos and other organizations;
incomes from activities of enterprises established by the Union;
other sources not prohibited by law.

4.4. Members of the Union have no special rights on its property;

4.5. The Union has the right to use and dispose of its property for the aims of the Union in accordance with the legislation of Azerbaijan Republic.

4.6. The funds allocated for special purpose cannot be spent for other purposes.

4.7. The Union cannot fund or aid political parties.

4.8. The Union draws up financial, statistical and other reports in accordance with law and provides to related governmental authorities.

5. Founders And Members Of The Union, Their Rights And Obligations

5.1. The founders of the Union may be entities (except of state and local authorities) and individuals over the age of 18.

5.2. The founders of the Union have equal rights. Reciprocal relationship, rights and obligations of the founders shall be determined by legislature or with the agreement concluded between them and/or with the present Bylaws.

5.3. Any individual or entity in Azerbaijan Republic (except of state and local authorities) may be a member of a public organization. The founders of the Union are also its members.

5.4. Membership of the Union is implemented by the Board of Directors. A person wishing to become a member of the Union sends an application to the Board. Application is considered within a month from the date of submission and applicant is accepted as a member of the Union if more than half of the members of the Board of Directors expressed a positive attitude.

5.5. Members of the Union are equal in rights and have following rights to:

participate in management of the Union as it is stipulated in this Bylaws and other documentation;
elect to or to be represented in any elective, and also governing body of the Union.
take part in activities and participate in events organized by the Union;
obtain information about the Union's governing bodies, to monitor its activities;
apply for assistance in the protection of their interests to the Union;
participate in person in any discussion regarding their rights and obligations, protest and appeal to the relevant authorities of the Union.

5.6. Member of the Union can represent or act on behalf of the Union only when empowered by the relevant bodies of the Union.

5.7. Members of the Union have the following duties:

To comply with the Bylaws of the Union;
To implement decisions of the elected bodies of the Union;
To comply with the statutory requirements;
To participate in the activities of the Union.

5.8. The amount of the membership fee is determined by the Board of the Union.

5.9. Membership in the Union shall be terminated in the following cases:

Voluntary withdrawal from the Union;
When expelled from the membership of the Union.

5.10. Members of the Union are expelled from membership in the following cases:

If committed acts defaming the reputation of the Union;
If regularly refuses to participate in activities of the Union;
If committed actions contrary to the purposes of this Bylaws.

5.11. Removal from membership (including founding members) can be carried out by a decision of the Board of Directors.

5.12. Member of the Union has the right to appeal the decision in the Union's supreme governing body and/or in the court.

6. Organizational Structure And Governing Bodies Of The Union

6.1. Supreme body of the Union is General Meeting that meets at least once a year.

6.2. The General Meeting shall be convened on the initiative of the Union's executive body, one of the founders or one third of the members.

6.3. Founders and members of the Union must be notified two weeks before the date and place of the meeting.

6.4. General Meeting has the following competencies:

affirm bylaws of the Union and make changes to it;
determinate principles for the formation and use of property of the Union;
create executive bodies of the Union and withdraw their powers prematurely;
affirm annual activity report;
decide about participation in other organizations;
reorganize and liquidate the Union;
audit the reports of ruling bodies of the Union.

6.5. General Meeting shall be considered valid if more than half of the members are present.

6.6. The decisions on the issues discussed at the General Meeting shall be passed by a simple majority vote. Each member has one vote. 2/3 vote is required for amendments in the Bylaws and the adoption of a decision on reorganization and liquidation of the Union.

6.7. Executive Board carries out the current management of the Union's activities.

6.8. The Union's executive body is Executive Board consisting of the chairman and other 6 members.

6.9. Executive Board is a collegial executive body with the following powers:

accepts on and relieves from membership in the Union;
puts forward proposals and projects;
establishes branches and representative offices of the Union;
solves all issues that are not within the exclusive competence of other governing bodies.

6.10. Executive Board considered valid if more than half of the members attended and decisions are taken by a simple majority vote.

6.11. Chairman of the Board and other members elected for two-year terms by the General Meeting of the Union.

6.12. Chairman of the Board:

Represents the Union, signs contracts and letters of attorney on its behalf, implements decisions of the General Meeting and Executive Board.
Carries out other functions assigned to it by the General Meeting and Bylaws.

6.13. The Control and Audit Commission (CAC) of the Union exercises control over compliance by the officials and members the rules of the Union, as well as the financial activities of the Union. Members of the CAC shall be determined by the General Meeting. The CAC's terms of office of two (2) years. The CAC responds to inquiries from bodies and members of the Union within a month.

7. Liquidation Of The Union

7.1. The Union can be terminated in the case of its reorganization (merger, joining, division, separation, transformation) and liquidation. Liquidation of the Union must be in accordance to legislature.

7.2. According to the decision to liquidate the Union Liquidation Commission must be established. Since appointment of the Liquidation Commission, it takes over administration of activities of the Union. Liquidation Commission draws up liquidation balance sheet. During liquidation process after the property remaining after satisfaction of creditors' claims shall be assigned to the goals which set in this Bylaws or to charitable goals. Liquidation of the Union will be in accordance with the Civil Code and other legislative acts.

8. Other Provisions

8.1. Tasks which not considered in this Bylaws to be regulated in accordance with legislature.

8.2. If in the future the provisions of this Bylaws would be contrary to legislature, then provisions of laws will be applied.

8.3. Financial year of the Union starts at the moment of official registration and ends 31st of December of the same year. Next financial years start 1st of January and cover the period of time till 31st of December.