Tyap Wikimedians User Group/Bylaws

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BY-LAWS

ARTICLE I. NAME OF ORGANIZATION

The organization got incorporated with the Corporate Affairs Commission (CAC) of Nigeria as the Tyap Wikimedians Organisation. However, it retains its identity with Wikimedia Foundation (WMF) as the Tyap Wikimedians User Group. The registered office will be determined by the resolution of the Board of Trustees.

ARTICLE II. CORPORATE PURPOSE

The mission of the Corporation is to empower and engage people within the Tyap (Nenzit) area to collect and develop educational content under a free license or in the public domain, and to disseminate it to a global audience effectively.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for full membership

Membership as one eligible to vote is open to all around the globe with a Wikimedia User account. A full member by definition would be one who is eligible to vote and be voted for in the organization's elections.

Section 2. Annual Dues

The sum of ₦500 shall be levied on each eligible full member to be paid annually. This amount may be adjusted if a majority vote by full members at an Annual Meeting decides otherwise. Continued membership is contingent upon being up-to-date on membership dues.

Section 3. Rights of Members

Each member shall be eligible to nominate a fully registered member as candidate to fill in vacant spaces when called upon to participate in an electioneering process.

Section 4. Resignation and Termination

Any member may resign by filing a written resignation with the Secretary. The resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

Section 5. Non-voting Membership

The Board shall have the authority to establish and define non-voting categories of membership.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Regular Meetings

Regular meetings of the members shall be held quarterly, at a time and place designated by the chair.

Section 2. Annual Meetings

An annual meeting of the members shall take place in August, the specific date, time and location of which will be designated by the chair. At the annual meeting, the members shall elect Board of Trustee members and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3. Special Meetings

Special meetings may be called by the chair, the Executive Committee, or a simple majority of the Board of Trustees. A petition signed by five percent (5%) of voting members may also call for a special meeting.

Section 4. Notice of Meetings

Printed and/or electronic notice of each meeting shall be given to each voting member, by mail, not less than two weeks before the meeting.

Section 5. Quorum

A quorum for a meeting of the members shall consist of at least twenty percent (20%) of the active membership.

Section 6. Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 7. Manner of voting

A voting member may participate in the voting process while being present physically (in-person) or virtually (online). However, he/she may not [be voted for] or vote by proxy [without taking appropriate permission ahead of time]. Any vote casted by proxy [without permission for absence] shall be counted as null and void.

ARTICLE V. BOARD OF TRUSTEES

Section 1. General Powers

The affairs and business of the Corporation shall be managed by its Board of Trustees. The Board of Trustees shall have control of, and be responsible for the management of the affairs and properties of the Corporation.

Section 2. Number, Tenure, and Qualifications

Number

The number of Trustees shall be fixed from time-to-time by the serving Board of Trustees. Still, it shall consist of not less than six (6), and not more than fifteen (15) including the following officers: The Executive Director, the Assistant Director, the Secretary, and the Financial Secretary.

Tenure

• The members of the Board of Trustees shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successor has been duly elected/appointed and qualified, or an event of early resignation of the office holder, removal from office, or demise.

• Newly elected members of the Board of Trustees who have not served before shall serve an initial one-year term. After the initial one-year period, a member of the Board of Trustees may serve an additional three-year term for up to three consecutive times as submitted by the nominations committee.

• After having served any consecutive nine years, a Trustee shall not be eligible for appointment to the Board again until a period of at least 18 months has expired.

Qualifications

• No two members of the Board of Trustees related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Trustees at the same time.

• Each member of the Board of Trustees shall be a member of the Corporation whose membership dues are paid in full.

• All members of the Board of Trustees and Advisory Council must be approved by a majority vote of the members present.

• No vote on new members of the Board of Trustees, or Advisory Council, shall be held unless a quorum of the Board of Trustees is present as provided in Section 6 of this Article.

• Each member of the Board of Trustees shall attend at least nine (9) monthly meetings of the Board annually.

• Each member of the Board of Trustees shall contribute at least the sum of One Thousand Nigerian Naira (NG₦1,000) to the Organization annually.

Section 3. Meetings

Regular and Annual Meetings

An annual meeting of the Board of Trustees shall be held at a time and day in September of each calendar year and a location designated by the Executive Committee of the Board of Trustees. The Board of Trustees may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Trustees not less than ten (10) days, prior to the meeting date.

Special Meetings

Special meetings of the Board of Trustees may be called by or at the request of the Executive Director or any two members of the Board of Trustees. The person(s) authorized to call special meetings of the Board of Trustees may fix any location, as the place for holding any special meeting of the Board called by them.

Notice

Notice of any special meeting of the Board of Trustees shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of, any regular meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these Bylaws.

Quorum

The presence, in the person of a majority of current members of the Board of Trustees (three-fourth), shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have the power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees unless the act of a greater number is required by law or by these Bylaws.

Compensation

Members of the Board of Trustees shall not receive any compensation for their time and efforts during meetings because they are only performing their official duties for which they shall be paid for.

Section 4. Forfeiture

Any member of the Board of Trustees who fails to fulfil any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Executive Director in writing that his or her seat has been declared vacant, and the Board of Trustees may forthwith immediately proceed to fill the vacancy. Members of the Board of Trustees who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting.

Section 5. Vacancies

Whenever any vacancy occurs in the Board of Trustees it shall be filled without undue delay by a majority vote of the remaining members of the Board of Trustees at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Trustees.

Section 6. Informal Action by Trustees

Any action required by law to be taken at a meeting of the Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Trustees following notice of the intended action to all members of the Board of Trustees.

Section 7. Confidentiality

Trustees shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporation’s purposes, or can reasonably be expected to benefit the Corporation. Trustees shall use discretion and sound business judgment in discussing the affairs of the Corporation with third parties. Without limiting the preceding, Trustees may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions. Each Trustee shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Trustees.

Section 8. Advisory Council

• An Advisory Council may be created whose members shall be elected by the members of the Board of Trustees annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board.
• Advisory Council members may attend said meetings at the invitation of a member of the Board of Trustees.
• Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge.
• Members of the Advisory Council shall comply with the confidentiality policy set forth herein. They shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.

Section 9. Removal

Any member of the Board of Trustees or members of the Advisory Council may be removed with or without cause, at any time, by a vote of three-quarters (3/4) of the members of the Board of Trustees if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Trustees must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Trustees shall automatically be removed from office.

Members of the Board of Trustees who are removed for failure to meet the minimum requirements in Section 2 of this Article in these bylaws automatically forfeit their positions on the Board pursuant to Section 4 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

ARTICLE VI. OFFICERS AND DUTIES

The officers of this Board shall be the Executive Director, Assistant Director, Secretary and Financial Secretary. All officers must have the status of active members of the Board.

Section 1. Executive Director

The Executive Director shall have the following duties:

• He/She shall preside at all meetings of the Executive Committeee.

• He/She shall have general and active management of the business of this Advisory Board.

• He/She shall see that all orders and resolutions of the Advisory Board are brought to the Executive Committee.

• He/She shall have general superintendence and direction of all other officers of this Corporation and see that their duties are properly performed.

• He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.

• He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Executive Director.

Section 2. Assistant Director

The Assistant Director duties are:

• He/she shall be vested with all the powers and shall perform all the duties of the Executive Director during the absence of the latter

• He/She shall have the responsibility of chairing their perspective committee and such other duties as may, from time to time, be determined by the Advisory Board.

Section 3. Secretary

The Secretary’s duties shall be:

• He/she shall attend all meetings of the Advisory Board and the Executive Committee, and all meetings of members, and assisted by a staff member, and shall act as a clerk thereof.

• He/She shall record all votes and minutes of all proceedings in a file book to be kept for record purpose. The information shall also be made available in soft copy in Google Doc or other formats with members of the Board having access to them.

• He/She in concert with the Executive Director shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the Organization.

• Assisted by a staff member, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.

• He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the Executive Director.

Section 4. Financial Secretary

The Treasurer's duties shall be:

• He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture), by the staff of the agency.

• He/She shall present a complete and accurate report on the finances raised by this Advisory Board at each meeting of the members, or at any other time upon request to the Advisory Board.

• He/She shall have the right of inspection of funds of the organization including budgets and subsequent audit reports.

• It shall be the duty of the Financial Secretary to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.

• He/She shall perform such other duties as may be prescribed by the Advisory Board or the Executive Director under whose supervision he/she shall be.

Section 5. Election of Officers

The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.

Section 6. Removal of Officers

The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Trustees and elect a successor for the unexpired term. No officer of the Board of Trustees shall be expelled without an opportunity to be heard and a notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Section 7. Vacancies

The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The Board may create committees as needed, such as fundraising, housing, public relations, data collection, nomination, etc. The board chair appoints all committee chairs.

Section 2. Executive Committee

The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Trustees in the intervals between meetings of the Board of Trustees and is subject to the direction and control of the full Board.

Section 3. Finance Committee

The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

ARTICLE VIII. CORPORATE STAFF

Section 1: Permanent staff

A. Executive Director

• The Board of Trustees shall hire an Executive Director who shall serve at the will of the Board.
• The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Trustees. No officer, Executive Committee member or member of the Board of Trustees may individually instruct the Executive Director or any other employee.
• The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the Executive Director of the Board.
• The Executive Director shall be an ad-hoc member of all committees.
• The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Trustees or Advisory Council.
• The Executive Director may be hired at any meeting of the Board of Trustees by a majority vote and shall serve until removed by the Board of Trustees upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board of Trustees. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this section.

B. Project Manager

• The Board of Trustees shall hire an Project Manager who shall serve at the will of the Board.

Section 2: Contract staff

A

B

ARTICLE IX. – CONFLICT OF INTEREST AND COMPENSATION

Section 1: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state laws governing conflict of interest applicable to non-profit and charitable organizations.

Section 2: Definitions

• Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

• Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favours that are not insubstantial.

Section 3. Procedures

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or committee meeting. In contrast, the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the governing Board or committee meeting. Still, after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing Board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and allow the member to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings

The minutes of the governing board and all committees with Board delegated powers shall contain:

• The names of the persons who disclosed or otherwise were found to have a financial interest in connection with any actual or possible conflict of interest, the nature of the financial interest, any action is taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.

• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements

Each Trustee, principal officer and member of a committee with governing Board delegated powers shall annually sign a statement which affirms such person:

• Has received a copy of the conflicts of interest policy,

• Has read and understands the policy,

• Has agreed to comply with the policy, and

• Understands the Organization is charitable and to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could affect its tax-exempt status, periodic reviews shall be conducted. The systematic reviews shall, at a minimum, include the following subjects:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

• Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE X. INDEMNIFICATION

Section 1. General

To the full extent authorized under the laws of Nigeria, the Corporation shall indemnify any Trustee, officer, employee, or agent, or former member of the Corporation, or any person who may have served at the Corporation’s request as a Trustee or officer of another corporation (each of the preceding members, Trustees, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defence of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, trustee, officer, employee, or agent, except with matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Trustees, or otherwise.

Section 2. Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Trustees, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 3. Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a member, trustee, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE XI. BOOKS AND RECORDS

The Corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Trustees.

ARTICLE XII. AMENDMENTS

Section 1. Articles of Incorporation

The Articles may be amended in any manner at any regular or special meeting of the Board of Trustees, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Trustee at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of Trustees then in office.

Section 2. Bylaws

The Board of Trustees may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of Trustees.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial Trustees or incorporators of this Organization, and we consent to, and hereby do, adopt the preceding Bylaws, consisting of the xyz preceding pages, as the Bylaws of this Corporation.

ADOPTED AND APPROVED by the Board of Trustees and Advisors held online (via Google Meet) on Tuesday, 30 August 2022.

Team

• Kambai Akau (talk) 21:42, 30 August 2022 (UTC) - Executive Director
• Zbobai (talk) 20:50, 30 August 2022 (UTC) - Assistant Director
• Bello Lydia (talk) 19:22, 30 August 2022 (UTC) - Secretary
• Friday musa (talk) 20:30, 30 August 2022 (UTC) - Financial Secretary
• Steve Kally (talk) 11:17, 31 August 2022 (UTC) - IT, Communications and Outreach
• Valtino44 (talk) 16:06, 30 August 2022 (UTC) - Events/Grants/Meetups Coordinator

Advisory board members

1. Endurance Dogara Akut (talk) 19:52, 30 August 2022 (UTC)
2. Fantswam (talk) 20:32, 30 August 2022 (UTC)
3. Genesis shan (talk) 20:56, 30 August 2022 (UTC)

ATTEST:

Kambai Akau - Executive Director, Tyap Wikimedians User Group

Sign: Kambai Akau (talk) 21:43, 30 August 2022 (UTC)