Wikimédia Magyarország/Bylaws

Note: These bylaws do not yet reflect the latest amendments.

Bylaws of Wikimédia Magyarország Egyesület (Wikimedia Hungary Association)

The repeated founding assembly of Wikimédia Magyarország Egyesület (hereinafter called "Association") consistent with paragraph 12.§ (1) of the II. Act of 1989 on the Right of Association , and article 61. and subsequent articles of the IV. Act of 1959. on the Civil Code, respecting the provisions of the CLVI. Act of 1997 on Organisations of Public Utility on this day have approved the Bylaws of the Association with the following content:

I. General provisions

1. § Details of the Association

(1) The name of the Association: Wikimédia Magyarország Egyesület

The English name of the Association: Wikimedia Hungary

The abbreviated name of the Associaion: WMM Egyesület (WMM Association)

The Association performs its activities under the names Wikimedia Magyarország and Wikimédia Magyarország as well.

(2) The seat of the Association is Allende Park 12, Budapest 1119.

(3) The legal status of the Association: legal entity. The classification of the Association: organisation of public utility.

2. § The Purpose of the Association

(1) The purpose of the Association is to support the collection, systematization and distribution of human knowledge, and to ensure access to it for the most people possible.

(2) The Association endeavours to achieve the distribution of knowledge through free content, its purpose is to support and promote the creation and distribution of such content and to support and promote a legal, financial and technical environment that facilitates this. (Under free content, in line with the Definition of Free Cultural Works version 1.0, we mean works that can be freely used, studies, distributed or modified by anyone.)

(3) The Association endeavours to achieve the collection and systematization of free content through the self-organising communities creating such content, above all Wikipedia and the Wikimedia Foundation, Inc.'s (a non-profit organisation registered in Florida, USA, hereinafter WMF) other projects, primarily by supporting the activities of these projects.

(4) The Association primarily supports free content in Hungarian, or those regarding Hungarian subjects in other languages, but it may cooperate with other organisations with similar goals aimed at different languages.

(5) The activities of public utility to be pursued by the association under CLVI. Act of 1997. 26. § c) paragraph:

a) scientific activity, research

b) education, talent development, popular education

c) cultural activity

d) preservation of the cultural heritage

3. § The Association's purpose is to be pursued by the following activities

(6) The activities of the Association:

a) Supporting the creation, maintenance and development of freely editable, free content collections of knowledge concentrating on projects operated by the WMF.

b) Supporting the distribution of the content of the projects of the WMF under a free licence.

c) Helping the volunteer contributors of the projects of the WMF, motivating and educating people wishing to contribute.

d) Promoting the presentation of the World Heritage and the Hungarian cultural heritage as free content in Hungarian and other languages.

e) Supporting wider access to free content works that can only be accessed in a restricted way.

f) Collaboration with other organisations in line with the Association's purposes.

g) To achieve its goals the Association may pursue other activities, such as

publishing and distributing paper and electronic publications (books, DVDs, informational booklets, other publications);

processing and providing information;

selling promotional items;

organising lectures, conferences, camps and other events, and participating in those.

(2) The Association to accomplish its purpose and to secure its financial conditions may pursue business activities that may not be the main activity of the Association. The Asssociation may pursue business activities in order to achieve its goals of public utility, not endangering them. The profits realised through business activities shall not be retained, they shall be put towards activities set out in the purpose of the Association.

(3) The Association does not perform investment activities.

(4) The Association may tie any allowance in line with its purpose to a competition. The competition may not contain condititions, from which - after considering all the circumstances of the case - it can be ascertained that the competition had a predetermined winner (false competition). Such competitions are void.

(5) The Association does not pursue direct political activities, its organisation is independent from political parties, it does not provide them or accept from them financial support.

II. Membership provisions

4. § Members of the Association

(1) Any natural person who accepts the Association's goals can request membership. The Association has only ordinary members.

(2) Any natural person – regardless of nationality – can be admitted who accepts the bylaws and the purposes set out in it and whose request is approved by the Board. The application request must be made in writing and lodged with the Board of the Association. The applicant must declare in his application whether he is familiar with and accepts the bylaws and that he is ready to accept to perform his obligations as a member.

(3) The decision about admitting a member is in the Board's sphere of authority, the Board decides on the request with a resolution. The membership starts with the Board's resolution on the application request, at the time of accepting the resolution.

(4) Members of the Association are the founding members, and the subsequently admitted new members.

(5) The Board must keep an up-to-date register of members.

(6) Membership of the Association shall cease when:

a) the member resigns

b) the member is expelled

c) the member dies

d) the Association is wound up

(7) The member may announce his resignation with a written declaration sent to the Board. In this case the membership ceases at the time of the declaration reaching the Board.

(8) The Board, with a resolution approved by two thirds of its members can expel a member from the Association who repeatedly or gravely violates his obligations as a member; in particular if he does not pay his more then three months due membership fees after being notified in writing; or if he is guilty of conduct irreconcilable with the goals, interests and bylaws of the Association. The member can appeal against the resolution of expulsion to the General Assembly, in a letter addressed to the President at the postal address of the Association. The resolution can only be made after the member has been given a chance to defend himself and to present the mitigating circumstances. A member shall be expelled with a written resolution.

5. § Rights and obligations of members

(1)All members of the Association are entitled to the same rights and have the same obligations. Members can only exercise their rights personally.

(2) Members of the Association are entitled:

a) to participate, express their opinions, make motions and vote in the General Assembly;

b) to get acquainted with the decisions of the Board, to receive information from the Board;

c) to participate in the events of the Association, to initiate discussions of an issue;

d) to take part in benefits offered by the Association;

e) to be an officer of the Association and to participate in the election of the executive officers.

(3) Members of the Association are obliged to:

a) to comply with the Bylaws, provisions of internal statutes of the Association and decisions of the bodies of the Association;

b) to perform self-imposed duties, to faciliate the realisation of the Association's goals;

c) to pay the annual membership fee without delay.

III. Organisation of the Association, conflict of interest rules

6. §

(1) The main body of the Association is the General Assembly. The representative, executive duties and the daily management of the Association are performed by the Board. The executive officers of the Association are: the President, the Executive Vice President, the Financial Vice President and the two Board Members.

(2) The expected annual income of the Association does not exceed 5,000,000 Ft, that is five million forints, therefore it does not create an overseeing body.

(3) The executive officer of the Asssociation can be a person not barred from exercising public affairs and

a) is a Hungarian citizen,

b) has the right of free movement and residence as defined in the Act on the entry and residence of persons with the right of free movement and residence, or

c) falls under the Act on the entry and residence of citizens of third countries and has the legal status of immigrant or settled, or has a residence permit.

(4) The member of the Association cannot participate in the resolution making of the General Assembly and the Board, who or whose close relatives [Ptk. 685. § b)], common law wife or husband (hereinafter together: relative) under the resolution

• becomes exempt from an obligation or responsibility, or
• enjoys any other benefits, or is concerned in the legal transaction. Does not qualify as a benefit any non-monetary allowance in line with the Association's goals that can be accessed by anyone without restriction, or is an allowance in line of the Association's goals set out in the bylaws provided by the Association to its member, under the legal relationship as a member.

(5) Cannot be an executive officer of the Association who has been an executive officer - at least for one year in the two years preceding the dissolution - of an organisation of public utility that has not paid its public dues under the Act on the Order of Paying Taxes for two years after the dissolution of the organisation of public utility. The executive officer, or the person appointed to be one has to notify in advance any affected organisation of public utility that he is holding such an office at an other organisation of public utility.

7. § The General Assembly

(1) The primary body of the Association is the General Assembly, which consists of all the members. During the assembly every member has one vote. The General Assembly has to be convened at least annually. The Board may decide to convene the General Assembly at other times as well. The General Assembly has to be convened if no less than one third of the members stating the reason and purpose requests it in writing, and whenever the court of competent jurisdiction orders it.

(2) The General Assembly is convened by the President in writing. A notice stating the place, date, time and the agenda, and in addition the place and date of the new General Assembly held in case there is no quorum must be sent at least 15 days before the planned date of the General Assembly. The General Assembly is public.

(3) 50% +1 of the members having voting rights present shall constitute a quorum. If a quorum is not present a new General Assembly with the same agenda has to be convened within 30 days. The new General Assembly shall have a quorum regardless of the number of members present, the members must be informed about this in the notice sent to them. The President, or in the President's absence the Executive Vice President shall preside as Chairperson.

(4) The General Assembly's exclusive scope of authority shall include:

a) to approve and modify the Bylaws,

b) to approve the annual budget,

c) to approve the annual report,

d) to approve the report on public utility,

e) to consider appeals against the expulsion of a member of the Association.

f) to elect the President and the executive officers,

g) to remove the President and the executive officers,

h) to decree the dissolution of the Association or the merger with an other organisation,

i) to decide on joining other organisations on the advice of the Board.

j) to decide on the remuneration and compensation of the officers,

k) and any such matter that may be referred to it by the Bylaws or by law.

(5) The General Assembly generally makes its decisions by open voting, but the election of the executive officers is done by secret voting. The General Assembly may order a secret ballot on the Chairperson's decision or the initiative of the 1/3 of the members present. In the case of an equality of voting on a question, in case of open voting the Chairperson of the meeting is entitled to exercise a second or casting vote; in case of a secret ballot the General Assembly may decide to repeat the voting once, if there is a repeated equality of voting the proposed resolution is lost.

(6) The General Assembly's decisions are passed by the majority of the members present, except in cases mentioned in points a), c), d), f), g) and h). In cases a), c), d), g) and h) the approval of 2/3 of the members is needed. In decisions regarding the expulsion of a member the member concerned cannot exercise the right to vote.

(7) For the election of the president and other executive officers the vote in favour of at least 50% +1 of the members with voting rights present is required. In case no candidate receives the required number of votes a new round of election has to be held, in which only the two candidates with the highest number of votes are running. If the election is unsuccessful, a new general assembly has to be held within 30 days to decide the issue. In decisions regarding the election or removal of an officer the nominated member cannot exercise his right to vote. The election of the executive officers is done by secret voting.

(8) The minutes of the General Assembly have to be kept and have to be confirmed with the signature of two members selected by the General Assembly. The General Assembly is public.

(9) The sessions of the General Assembly and the decisions of the Board have to be recorded, from these records the content, time, validity, and the ratio of those in favour and those against has to be ascertainable. The records as the official document containing the resolutions has to be kept among the Association's files. The continuous maintenance is the responsibility of the Executive Vice President. The resolutions of the General Assembly and the Board, and the reports of the Association are published on the Association's homepage.

(10) Those affected by the decisions of the General Assembly and the Board have to be notified in writing no later than two weeks after they are made, and the decisions have to be published on the Association's homepage.

8. § Additional provisions regarding status of public utility

(1) The Association has to create a report on its activity of public utility concurrently with the approval of its annual report. The right to approve this report on activity of public utility is in the General Assembly's scope of authority. The General Assembly decides on the approval of the annual report and the report on the activity of public utility at the same time.

(2) The documents regarding the Association's activity of public interest must be available - upon request, at a time agreed to with the representative of the Association - for inspection by anyone, copies of them can be made by anyone at their own expense.

(3) The Association publishes its annual report and report on activity of public utility on its homepage for a period of 30 days, furthermore publishes in the same place the manner in which the Association's activities of public utility can be accessed, the possibilities of support, method of operation and the extent and conditions of those. The Association's allowances according to a goal can be ascertained by anyone.

9. § The Board of the Association

The executive officers declare that their current office is not incompatible with their other offices or duties.

(1) The Board has five members. It is the executive and representative body of the Association, its members are elected by the General Assembly for two-year terms.

(2) Members of the Board are: the President, the Executive Vice President, the Financial Vice President, and two other Board Members.

(3) The Board meets with the necessary frequency but at least two times a year. At the meetings of the Board all members of the Board have one vote. Three members of the Board shall constitute a quorum. If a quorum is not present the meeting must be reconvened no more than 15 days after the first meeting. Three members constitute a quorum as well at the newly convened meeting.

(4) The Board delivers its decisions with simple majority. The time and date of the Board's meetings are published on the Association's homepage by the Executive Vice President. Considering the agenda of the Board's meeting other members of the Association may be invited to attend.

(5) The meetings of the Board are convened by the President. The notice stating the date and time, place and agenda of the meeting has to be sent in such a way that the Board members can receive it at least 8 days before the planned meeting. In other matters the Board may determine its own mode of operation. The meetings are public.

(6) Special meetings have to be convened on the request of any two board members. The notice stating the agenda has to be sent to the board members at least three days before the planned date of the meeting. In other matters The Board may determine its own mode of operation.

(7) The Board's authority:

The Board decides all matters that are not assigned to the General Assembly's scope of authority by the bylaws, among others:

a) performs all duties of the Association's executive management;

b) in important matters affecting the Association it makes motions for the General Assembly;

c) if the need arises creates, accepts and enforces the internal rules of the Association;

d) decides in membership application requests;

e) receives the members written notice of resignation;

f) decides on the expulsion of members, with the right to appeal to the General Assembly;

g) determines the annual membership fee, except the annual membership fee in the year of founding;

h) it manages and oversees the Association's internal and external communication;

i) it creates and submits to the General Assembly the Association's annual budget, annual report and the report on public utility;

j) performs the duties referred to it by the General Assembly from time to time.

(8) The Board of the Association is obliged to create a report on public utility the approval of which is in the General Assembly's scope of authority. The Association has to publish its report on public utility on its homepage by 30 June following the current year. The report on public utility can be inspected and copied - at their own cost - by anyone. The report on public utility has to include:

a) the accounting report;

b) the spending of budget subsidies;

c) a statement on the use of funds;

d) a statement on the use of allocations in line with the purposes;

e) the amount of subsidies from the central budget, from the separated state fund; from the local government, from the local minority government, from the association of local governments and from the bodies of these.

f) the amount and value of the allowances of the executive officers of the organisation of public utility;

g) short summary of the activities of public utility.

(9) The Board informs the members of its decisions between two General Assemblies. It reports to the General Assembly on its activity between the two General Assemblies, its report is approved by the General Assembly. The Board has the right to decide on taking on obligations (contracts) and rights on behalf of the Association.

10. § The executive officers of the Association

(1) The President of the Association

a) directs the Association's activities,

b) represents the Association,

c) following the Board's resolution can independently in the name of and representing the Association,

d) convenes and presides over the General Assembly and the meetings of the Board,

e) together with the financial vice president has the right to remit.

(2) The Executive Vice President of the Association

a) acts as a consultant to the President, performs the executive duties assigned to him by the President,

b) performs and manages the organisational and administrative duties of the Association,

c) in the President's absence presides over the General Assembly and/or the meeting of the Board,

d) informs the members about the Association's activities,

e) prepares the General Assembly and the meetings of the Boards, ensures their operation,

f) takes care of the implementation of resolutions, and of the maintenance of the up-to-date records.

(3) The Financial Vice President of the Association

a) prepares the Association's annual budget,

b) manages the financial matters of the Association, keeps correct accounts and books showing the financial affairs of the Association,

c) together with the President performs remits, oversees their regularity,

d) collects and registers the membership contributions for the Association's operation,

e) informs the Board regularly about the financial state of the Association,

f) once a year informs the General Assembly about the Association's financial state and activities.

(4) Board Member of the Association

They are responsible for duties determined by the Board.

(5) The representation of the Association

a) The President is entitled to independently represent the Association; with the exception of subsection b).

b)Any two of the President, the Executive Vice President, and the Financial Vice President jointly have the right to manage the Association's bank account.

11. § The removal of the executive officers

(1) If more than one third of the Association's membership hand in - stating the reason - a motion of no-confidence against an executive officer the President is obliged to convene within 3 weeks the General Assembly and place the issue on the agenda. The removal of an officer can be initiated if

a) his behaviour is contrary to the Bylaws of the Association

b) his behaviour imperils the Association or its goals

c) he didn't perform or didn't perform with due care his duties.

(2) If the motion of no-confidence affects the person of the President as well, it has to contain a justification, and the name of the new candidate for president. If the motion is accepted, a decision has to be made about the new candidate for president at the same time.

(3) The executive officer who is subject of a motion of no-confidence has to be invited and notified of the agenda to the General Assembly discussing the executive officer's removal. Before a resolution of removal is made the executive officer has to be given the right to make representations before the General Assembly.

(4) A motion of no-confidence is carried if more than two thirds of the members present at the General Assembly approve it. If the General Assembly carries a motion of no-confidence not affecting the President's person, the President is obliged to nominate new candidates. The term of the Board and its members are the same as the remaining term of the removed executive officers. The removed executive officers' term ends when the new executive officers are elected.

IV. The finances of the Association

12. §

(1) The Association to achieve its purpose of public utility, without endangering them, pursues business activities. The profits realised through business activities shall not be retained, they shall be put towards activities set out in the purpose of the Association.

(2) The income and financial assets of the Association.

a) The members of the Association pay an annual membership fee. The annual membership fee in the year of founding is 4000 Ft, students and pensioners receive a 50% discount. A new member's membership fee is calculated by adding to the quarter of admission the remaining full quarter(s) of a year. The membership fee is due at the time of admission and subsequently by the 15 April of each year, paid in cash or wired to the Association's bank account.

b) The Association's initial assets are the membership fees of the founding members paid for the first year: 66 000 Ft, that is sixty six thousand forints, donations 46 000 Ft, that is forty six thousand forints in total 112 000 Ft, that is one hundred and twelve thousand forints. The initial assets can be used in their entirety for the operation of the Association.

c) Other financial resources: donations, subsidies received from tenders and other income.

d) The Association cannot borrow money.

13. § The use of the Association's funds

(1) The Association for the use of its funds in line with the purposes creates an annual budget. The next year's budget and the previous year's financial report is presented to the General Assembly for approval by the Financial Vice President.

(2) Payments can be made with the joint signature of the President and the Financial Vice President.

(3) The Association is responsible for its debts with its own funds. The members are not financially responsible for the debts of the Association.

V. The dissolution of the Association

14. §

(1) The Association is wound up if the General Assembly decrees its dissolution or merger with another organisation.

(2) The Association is wound up if a body with the right to do so disbands it or determines its dissolution.

(3) In the event of the Association being dissolved its assets are to be primarily devoted to satisfying the creditors. The use of the amount remaining after satisfying the creditors is decided by the General Assembly.

(4) The organisation of public utility upon losing the legal status of public utility must pay its public dues and perform its contractual obligations of public service proportionally.

VI. Oversight of the Association

15. §

The legality of the Association's activities are overseen by - under 14. § (1) paragraph of the II. Act of 1989 on the Right of Association - the attorney's office.

VII. Miscellaneous and closing provisions

16. §

(1) In matters not discussed in these bylaws the provisions of the IV. Act of 1959 on the Civil Code , the II. Act of 1989 on the Right of Association, the CLVI. Act of 1997 on Organisations of Public Utility, and the applicable provisions of laws in effect shall be authoritative.

(2) The Bylaws of the Association at the repeated founding meeting held on 19 October 2008 in Budapest have been accepted unanimously by the founding members.

(3) The Bylaws of the Association shall be presented to the Metropolitan Court, along with the request of registration and the necessary attachments by the President.

Date: 19 October 2008, Budapest

……………………………………………

The President of the Association