Wikimedia Österreich/Statuten/final/en

BYLAWS

Name and headquarters of the Association

The name of the Association shall be "Wikimedia Österreich - Gesellschaft zur Förderung freien Wissens" (Engl. Wikimedia Austria - Association for the Advancement of Free Knowledge) and it shall be based in Vienna.

§ 2 Purpose of the Association

The Association, whose operations are not-for-profit, shall entirely and directly pursue non-profit purposes within the meaning of sections 34 ff Federal Tax Code. It shall have the following goals:

The purpose of the Association shall be to advance the creation, collection and dissemination of open content in voluntary service to promote equal access to knowledge and education for all. Open content in accordance with the Association refers to all work placed under a licence by its author allowing everyone to disseminate and modify these works free of charge. The Association shares the objectives of the Wikimedia Foundation Inc., a non-profit and charitable organization incorporated in Florida, USA. The Wikimedia Foundation coordinates activities along the lines of the Association's purpose in the international sector and manages the name Wikimedia as well as the name of the various international Wikimedia projects. The independence of the Association is not jeopardised thereby.
Other key purposes of the Association are:
1. Analysis, processing and collection of science-based findings and the related documentation, the free dissemination of such content to advance the operation of internet systems for the creation, collection and dissemination of open content. The emphasis lies on the international Wikimedia projects as defined by the Wikimedia Foundation.
2. Dissemination and advancement of open content with a focus on international Wikimedia projects.
3. Acquisition, provision and dissemination of information as well as publicity on the subjects of open content, wikis and the different Wikimedia projects. Wikis are software systems accessible via the internet that allows its users to access as well as modify contents, thus enabling the joint creation of such content. The most prominent example of this principle is the free encyclopaedia "Wikipedia" initiated by Larry Sanger and Jimmy D. Wales and operated by the Wikimedia Foundation.
4. Resolution of scientific, social, cultural and legal issues relating to open content, e.g. through expert opinions, surveys, studies and the award of scholarships.

§ 3 The Association's purpose shall be pursued by

Dissemination of open knowledge.
Organisation and implementation of courses, lectures and the production of printed materials and publications.
Promotion and education in line with the Association's purposes.
Acquisition, collection and redistribution of scientific information and sources of information in accordance with the purpose of the Association.
Cultural, scientific and other events.

§ 4 Funds and Support

The required financial and material means of funding and support shall be raised primarily through:

Admission and membership fees.
Any income from cultural, scientific and other events.
National and international grants and sponsorships from public and private bodies.
Income from advertisement and sponsors.
Donations, bequests and other contributions.

Income and surpluses from any business operation (non-profit taxable activity pursuant to sec. 45 (3) Federal Tax Code (BAO) or commercial operation) must be used for the tax-privileged purposes of the Association.

§ 5 Types of membership

The Association shall have ordinary, sponsoring and honorary members. All members shall be eligible to attend the General Assembly. Only ordinary and honorary members shall be entitled to vote. Every voting member shall have one vote, except for employees of the Association who shall not be entitled to vote for the duration of their employment. The right to vote may be delegated to another voting member by written proxy.
Ordinary members shall be members who participate in the activities of the Association.
Sponsoring members shall be those who promote and support the activities and the purpose of the Association primarily by financial means.
Honorary members shall be persons who are elected members in recognition of special service to the Association. They shall be exempt from membership fees.

§ 6 Becoming a member

All physical persons, corporate bodies and incorporated partnerships shall be eligible for membership.
The Board shall decide on the admission of ordinary members within four weeks. Applications for membership may be rejected without having to state a reason for such a refusal. Membership shall begin with the positive decision of the Board.
The Executive Director shall decide on the admission of sponsoring members within four weeks. Applications for membership may be rejected without having to state a reason for such a refusal. Membership shall begin with the positive decision of the Executive Director. If there is no Executive Director or if the Executive Director is not available, sponsoring member admission shall be the responsibility of the Board.
The General Assembly shall elect honorary members at the request of the Board. Every member of the Association shall have the right to nominate candidates to the Board.

§ 7 Termination of membership

Membership ceases on the death of a member; in the case of corporate bodies and incorporated partnerships, membership ceases upon the loss of the legal personality, voluntary termination and by exclusion.
Members can withdraw from the Association at the end of any calendar month. The Board shall be notified of such termination in writing or by e-mail at least one month in advance. The date of postal dispatch shall determine whether notice of withdrawal was tendered in a timely manner.
Subject to a reasonable grace period, the Board shall have the authority to exclude a member if he or she falls behind in payment of his or her membership fees for a period of more than six months despite receiving two written reminders. This shall not affect the obligation to pay membership fees as they become payable.
The Board shall further be authorised to exclude a member from the Association for gross breach of any other membership obligations and for inappropriate conduct.
The respective member shall be informed of the exclusion immediately following the Board's resolution.
The excluded member may appeal to the General Assembly against the Board's communicated decision, however, such appeal must be lodged with the Chairperson within four weeks of the time the decision becomes known. The date of postal dispatch shall determine whether notice of exclusion was tendered in a timely manner. The appeal must be fully substantiated but has no suspensive effect. Membership shall be suspended until the General Assembly's exclusion-related decision which shall be final within the Association.
Honorary membership may be withdrawn by the General Assembly at the request of the Board or of at least one tenth of the members of the General Assembly for the reasons specified in (4).

§ 8 Membership rights and obligations

Subject to the terms established by the Board or the General Assembly respectively (such as event guidelines), the members shall be entitled to attend all events of the Association and to use all its facilities.
A right to vote in the General Assembly as well as the active and passive right to vote shall be available only to ordinary members and honorary members, while employees of the Association shall not be eligible to vote for the duration of their employment.
Members shall be obliged to promote the interests of the Association to the best of their abilities and to refrain from anything that may harm the Association's reputation or the achievement of its purpose. They shall be committed to treating each other with respect and shall refrain from any sort of discriminatory conduct. They shall observe the Bylaws and adhere to the resolutions adopted by the bodies of the Association. Ordinary members shall be obliged to pay the admission fee and membership fees in a timely manner and in the amount determined by the General Assembly, extraordinary members shall be obliged to pay the contribution determined by the Board. Members who are in arrears with the payment of their contributions, shall have no vote. They shall regain their voting right if their overdue contributions are received on the Association's account by one week prior to the General Assembly at the latest or are paid to one of the members of the Board when called to do so at the beginning of the General Assembly.

§ 9 Bodies of the Association

The bodies of the Association shall be:

the General Assembly (sections 10-11)
the Board (sections 12-14)
the Auditors (sec. 15)
and the Arbitration Panel (sec. 16).

The Internal Rules of Procedure to be established by the Board can govern the activity of the individual bodies as well as the authorizations for functions and the signing authorities not further specified in the Bylaws.

§ 10 General Assembly

The Association's supreme governing body is the General Assembly. The Ordinary General Assembly shall take place annually.
An Ordinary General Assembly shall be convened immediately:
- upon a resolution by the Board,
- upon a resolution by the Ordinary General Assembly,
- upon the written request of at least one tenth of all voting members,
- upon request of an Auditor.
The Chairperson (or the Chairperson's deputy if the latter is incapacitated) shall issue invitations to an Ordinary General Assembly at least six weeks in advance in writing or by e-mail and at least three weeks in advance for an Extraordinary General Assembly, specifying the agenda and any requests already available.
Proposals to the General Assembly must be submitted to the Board in writing or by e-mail at least one week in advance.
Proposals submitted after convocation of or during the General Assembly (emergency motions) may only be dealt with if the General Assembly so resolves. Amendments to the Bylaws or the dissolution of the Association may not be the subject of emergency motions.
All members are eligible to attend the General Assembly. Only regular members and honorary members are eligible to vote, while employees of the Association shall not be entitled to vote for the duration of their employment. Every voting member shall have one vote. The right to vote may be delegated to another voting member by written proxy. Every voting member can exercise the voting rights of no more than two other members who have transferred their voting rights to such member.
The General Assembly has a quorum if all members have been duly invited and more than half of all voting members are present or represented. If the General Assembly does not have a quorum at the time specified, a General Assembly having the same agenda shall take place half an hour later which will have a quorum regardless of the number of members present. This shall be indicated in the invitation.
Resolutions of the General Assembly shall require a simple majority of the valid votes cast. Resolutions by which the Bylaws are to be amended or the Association is to be dissolved shall require a majority of two thirds of the valid votes cast.
The General Assembly shall be chaired by the Chairperson (or the Chairperson's deputy if the latter is incapacitated). If both are unable to attend, the member of the Board most senior in age shall chair the meeting; if no member of the Board is present, the member most senior in age shall chair the meeting.
Minutes of the General Assembly shall be kept, recording in particular the resolutions made. The minutes shall be completed within two weeks of the General Assembly and signed by two members of the Board. The minutes shall be made available to the members immediately after they are signed.

§ 11 Scope of the General Assembly

The General Assembly shall have the following duties and responsibilities:

to accept the activity reports of the bodies of the Association,
to receive and approve the accountability report and the annual financial statements with the support of the Auditors,
to approve the annual budget and programme planning,
to elect and dismiss the Chairperson, their deputies and the other members of the Board as well as the Auditors,
to formally approve the actions of the Board,
to establish the amount of the membership fees,
to award or withdraw honorary membership,
to resolve on amendments to the Bylaws and the voluntary dissolution of the Association;
to consult and resolve on other issues appearing on the agenda and on requests

§ 12 The Board

The Board shall consist of the Chairperson, the Secretary, the Treasurer and their deputies as well as up to 4 Councillors.
The Board shall be elected by the General Assembly. When an elected member leaves the Board, the Board shall be authorised to co-opt another eligible member as replacement. The Board shall seek approval for such a replacement at the next General Assembly held. In the event that the Board ceases to hold office for good or for an indeterminate length of time without resorting to co-option, each Auditor shall be obliged to call an Extraordinary General Assembly without undue delay for the purpose of reappointing a Board. Should the Auditors be incapacitated as well, any ordinary member who identifies the emergency situation shall, without undue delay, request a competent court to appoint a curator who will then call an Extraordinary General Assembly immediately.
The Board's term of office shall be two years. In any case, the Board's term of office shall continue until the election of a new Board. Re-elections are admissible without limitation. The Board shall convene meetings as required.
The Board shall be convened by the Chairperson, or the Chairperson's deputy if the latter is incapacitated, without observing any special formal requirements. If the latter is likewise incapacitated for an undetermined length of time, any other Board member shall be authorised to convene the Board.
The Board shall have a quorum when all its members have been invited and at least half of them are in attendance. The Board shall adopt resolutions by simple majority; if the votes are tied, the Chairperson shall have the casting vote (6).
Board meetings shall be chaired by the Chairperson or by the deputy in case the Chairperson is incapacitated. If the latter is also unable to chair the meeting, the Board shall be chaired by the eldest attending member of the Board or by the Board member voted to do so by a majority of the remaining Board members.
Except by death or by the end of a term of office, the function of a member of the Board may also end by way of dismissal or resignation.
The General Assembly shall be authorised to dismiss the entire Board or individual Board members at any time. Any dismissal shall become effective on appointment of the new Board or, as the case may be, the Board member.
Board members shall be entitled to tender their resignation in writing at any time. The resignation letter shall be addressed to the Board and, if the entire Board tenders its resignation, to the General Assembly. The resignation shall only take effect:
In case of the resignation of
- individual members of the Board with the election (co-option) of a successor,
- the entire Board with the election of a new Board and its takeover of the Association's business.

§ 13 Scope of the Board

The Board is charged with managing the Association. It is the Association's managing body within the meaning of sec. 5 Austrian Association Act 2002 (VereinsG). It shall be responsible for performing all tasks not assigned to other bodies of the Association under the Bylaws or to an Executive Director under the Internal Rules of Procedure. In particular, the following matters shall fall into its remit:

Preparation of the annual budget and programme proposal as well as responsibility for the annual financial statements.
Managing the Association's assets.
Preparation of the General Assembly.
Admitting and excluding ordinary and extraordinary members of the Association.
Enlisting and terminating employees of the Association.
Performance of the tasks defined in sec. 3.
Initiation and approval of technical committees that can be created to support the Board.
Appointment or completion of the Auditors, if this proves necessary prior to the next General Assembly.
Appointment of an Executive Director and, if necessary, the issuance of Internal Rules of Procedure defining the tasks of the Executive Director.
Vesting of any Executive Director with the authorities necessary to ensure smooth operation of the Association's activities.

§ 14 Special obligations of individual Board members

The Chairperson shall manage the Association's day-to-day business and shall be supported therein by the Secretary.
The Chairperson shall represent the Association in all internal and external relations. Transactions of a body representative concluded with the Association in such representative's own name or for third parties (self-dealings) are subject to the approval of another person authorized to represent the Association's body or the Executive Director.
Legal powers of attorney to represent the Association in all external relations and, as the case may be, to sign for the Association may only be granted jointly by the two Board members specified hereinafter: Chairperson and Secretary or in financial matters Chairperson and Treasurer.
The Chairperson shall preside over the General Assembly and the Board.
The Secretary shall be responsible for the minutes of the General Assembly and the Board meetings.
The Treasurer shall be responsible for the Association's proper financial management.
In the event that the Chairperson, the Secretary or the Treasurer are unable to attend, their respective deputies shall take over.
The precise areas of responsibility of other function holders (e.g. Executive Director) can be governed in the Internal Rules of Procedure.

§ 15 Auditors

The two Auditors shall be elected by the General Assembly for a term of 2 years. Re-elections are admissible without limitation. The Auditors may not be members of the Board or the Arbitration Panel nor may they be employees of the Association.
The Auditors shall monitor the Association's financial management regarding the proper rendering of accounts and the use of funds in accordance with the Bylaws.
The annual audit report to be prepared by the Auditors in time for the General Assembly shall confirm the compliance of financial reporting and the use of funds in accordance with the Bylaws or point out any failings in the financial management or any risk to the going concern of the Association. Any unusual income or expenditure, particularly self-dealings, must be addressed. The Auditors shall report to the Board and the General Assembly annually and shall propose to grant or to refuse the Board formal discharge.
In addition, the provisions for Board members shall apply to the Auditors accordingly.

§ 16 Arbitration Panel

The Association's internal Arbitration Panel shall be called to resolve any disputes arising between the members and bodies of the Association. It serves as an arbitration body ("Schlichtungseinrichtung") as defined by the Austrian Association Act 2002 (VereinsG) and not an arbitration tribunal as defined by sections 577 ff Code of Civil Procedure (ZPO).
The Arbitration Panel shall consist of three ordinary members of the Association. It shall be formed as follows: the Board requests one disputing party to designate a member of the Board as Arbitrator in writing Upon request by the Board within a period of seven days, the other disputing party shall then designate a member to the Arbitration Panel within a period of 14 days. If one party fails to nominate an Arbitrator despite being requested to do so by the Chairperson, the Arbitrator shall be determined by the Board. After having been notified by the Board within a period of seven days, the two designated Arbitrators shall appoint a third ordinary member of the Association within another 14 days to serve as Chair of the Arbitration Panel. If this fails to happen, the Board shall appoint the Chair. In the case of a tie, lots shall be drawn among the nominated candidates to determine the Chair. The members of the Arbitration Panel may not belong to any body of the Association — with the exception of the General Assembly — whose activities are subject of the dispute.
If the Board itself is a party to the dispute, nominations otherwise to be made by the Board shall be made by the Auditors in accordance with (2). If they do not come to an agreement, the Auditor most senior in age shall make the decision.
The Arbitration Panel shall decide by simple majority after hearing both disputing parties in the presence of its members. It shall decide to the best of its knowledge and belief. Any decisions taken by the Arbitration Board shall be final within the Association.

§ 17 Privacy

The personal data of the members and the office holders disclosed and collected during accession or when taking up office and subsequently disclosed to and collected by office holders and employees (particularly name, user name(s) in Wikipedia projects, birthdate, address, e-mail address, telephone number, function in the Association, date of accession to and withdrawal from the Association) shall be stored for the duration of membership in the Association and to process membership, particularly the fulfilment of rights and obligations in accordance with these Bylaws and shared to the extent required for the processing of the membership. This includes primarily the processing of personal data for mailings regarding membership fees, information on the Association's activities and invitations to member meetings as well as to other activities, for account keeping and for project support, including support services and correspondence on all these matters. Changes to this data must be made known to the Board or to the employees of the Association immediately. Without the personal data collected in this context, the exercise of membership rights and the communication between the Association and the member is not possible.

§ 18 Dissolution of the Association

If the General Assembly decides on the voluntary dissolution of the Association, it must also pass a resolution on its liquidation – provided the Association has assets of its own. In particular, the General Assembly shall appoint a liquidator and make decisions about the use of any assets of the Association.
In the case of dissolution or discontinuation of the Association's previous purpose, the remaining assets of the Association shall be used entirely for charitable or scientific purposes in accordance with the purpose of the Association