Wikimedia Canada/Consolidated by-laws

Please see Wikimedia Canada/Proposed by-laws for an alternative proposal by the self-appointed Wikimedia Canada/Steering Committee.

Part 1 - Interpretation

1. In these by-laws
   1. "Canadian person" includes
      1. a Canadian citizen,
      2. a non-citizen of Canada legally entitled to reside in Canada for a period not less than one year in length,
      3. a corporation established under the laws of Canada or or any of its provinces or territories, and
      4. a trust resident in Canada
2. In these by-laws, unless the context otherwise requires
   1. Use of the masculine gender includes the feminine, and vice versa, and
   2. Use of the singular number includes the plural and vice versa.

Part 2 - Membership

1. Membership shall be open to any Canadian person who accepts the principles of free and open access to information.
2. A person who is not a Canadian person may become a member, but shall not be entitled to vote at meetings of members, nor to participate in official electronic votes.
3. Application shall be by providing the required information and submitting the required fees for the first year of membership.
4. The directors may within 45 days of its receipt reject any application for membership by a simple majority against the person's admission for membership. This vote may be held in camera. Where an application has been rejected the directors shall return to the applicant any fees submitted with the application.
5. Any application that is not rejected shall be deemed to have been accepted.
6. The directors may establish regulations allowing the payment of membership fees in advance for more than one year.
7. A membership shall expire on the first day of the month following the relevant anniversary
8. A member in good standing is a member whose membership fee is paid up, and who has no other indebtedness to the Association more than 120 days old.
9. A member whose membership is not in good standing may put his membership in good standing by paying his membership fee and settling any outstanding indebtedness. This shall be done without a new application for membership, and shall be effective forthwith on receipt of payment.
10. A membership shall end when
    1. The member dies,
    2. The member resigns,
    3. The member's membership has not been in good standing for a continuous period of not less than one year, or
    4. The member has been expelled by a vote of 2/3 of the directors.
11. Where a membership has for any reason been terminated when the member has made advance payment of fees for years that have not yet begun, he may on request receive a refund of the fees prepaid for those additional years reduced by any other outstanding debts which he may have to Wikimedia Canada.

Part 3 - Directors

1. All directors shall be individuals having a minimum age of 18 years, and shall be legally capable of entering contracts.
2. Except where otherwise restricted by these by-laws, the directors may manage the affairs of the Association and enter into all manner of contracts on behalf of the Association.
3. The Association shall have a minimum of three directors, and when for any reason the number of directors falls below that number the remaining directors shall appoint individuals as needed to maintain that number.
4. The directors of the Association shall be determined on the following bases:
   1. Each recognized provincial sub-chapter may appoint one director determined in a manner and for such term as that sub-chapter may determine.
   2. Not more than five directors may be elected at large by the members from among their number.
   3. Two directors may be elected at large by participants in recognized projects.
   4. The directors may appoint additional directors as needed, but no such director shall be appointed when doing so would result in more than one-third of the total directors being appointed ones.
5. Unless otherwise provided a director's term shall be for two years from the date of appointment, but nothing in these by-laws shall limit the reappointment of a member for additional terms.
6. Any director may be removed from office
   1. by a two-thirds vote of the membership,
   2. for cause by a two-thirds vote of the directors, or
   3. where a director has been appointed by a provincial sub-chapter, in accordance with rules established by that sub-chapter.

Part 4 - Officers

1. The officers of the Society shall be the President, the Vice-President, the Secretary and the Treasurer.
2. The officers of the Society shall be elected from their own number by the directors as and when needed.
3. An officers term of office shall last until the date when the first of the following shall have happened
   1. the officer dies,
   2. the officer resigns his position,
   3. the officer's term expires at the first meeting of directors following the first anniversary of his election,
   4. the officer has been removed from his office by a vote of 2/3 of the directors.
4. An officer may be reelected to his position.
5. The President shall
   1. preside at all designated meetings of the society,
   2. execute all legal documents of the society,
   3. except where another person is so designated be the sole voice of the Society's official positions.
6. The Vice-president shall
   1. represent the President in all situations where the President is unable to act.
7. The Secretary shall
   1. maintain the records of the Society.
8. The Treasurer shall
   1. maintain the financial records of the Society.

Part 5 - Meetings

1. The directors may meet in person or by electronic medium.
2. Where it is desired that the directors meet in person notice of such meeting shall be given not less than 30 days before the proposed date of the meeting.
3. The quorum at a meeting of directors held in person shall be one half of all directors resident in no fewer than three provinces.
4. Votes held electronically on any substantive matter shall be deemed to have been at a meeting providing that passage of a proposal shall require a positive vote by a majority of all directors within a period of fourteen days.

Part 6 - Committees

1. The directors may establish such committees as they may consider necessary to the fulfillment of the Association's purposes.
2. Each committee shall include at least one director in its membership, but may, if the directors so designate include other persons who are not directors.
3. No decision or statement by a committee shall bind the association except to the extent that it is specifically authorized by the directors.

Part 7 - Execution of Documents

1. Subject to ratification, the Board of Directors may authorize an officer or agent to negotiate, execute or deliver any contract or other instrument on its behalf.

Part 8 - Finances

1. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the members. Such authority shall be subject to such limitations as the members may impose.
2. The officers of the Association shall be the signing officers of the Association, and any two thereof shall sign all cheques, drafts, or other orders for the payment of money by The Society, in such manner as shall from time to time be determined by resolution of the Board of Directors.
3. All funds received by the Association shall be deposited from time to time to the credit of the Association at such bank, credit union, or other depository institution as the Board of Directors may select, providing also that the majority of such funds shall be maintained at a depository institution in Canada.

Part 9 - Amendments

1. These by-laws may be amended by a two-thirds vote of the members at any general meeting of members, provided that at least thirty days notice is given of the proposed amendmend.
2. Where three or more sub-chapters have been recognized, no amendment affecting the rights of sub-chapters shall be enforceable until it has been approved by one-half of the recognized sub-chapters.
3. When and only when required by law, no amendment to these by-laws shall be enforceable until appropriate approvals have been received from the Minister.

Part 10 - Transitional

1. The directors shall determine when Part [Members], section 4 shall come into effect, and until such time may appoint what other directors they deem appropriate.
2. In declaring the provisions of Part [Members], section 4 to be in effect those provisions shall be severable, and such declarations shall be only to the extent that the directors deem appropriate under the circumstances.
3. Any declaration under this part may not be revoked by the directors.