Wikimedia Israel/Second Draft of bylaws

Proposed Purposes of the Israeli Chapter (Amuta)

1. Promoting knowledge and education in Israel by gathering, creating and distributing free content.
2. Promoting equal opportunities in access to knowledge.
3. Promoting the gathering and distribution of free content and especially through the various projects of the Wikimedia Foundation.
4. Promoting discussion and research and furthering of social, cultural, and practical aspects of free content.
5. Promotion of volunteer work for the above purposes.

Proposed Articles of Association of the Amuta (In full)

Article A. Membership

Admission of members

1. (a) The founders of the Amuta are members thereof from the date of registration in the Registrar of amutot.

(b) A person who wishes to become a member of an Amuta will submit a request to the board, worded as follows:

"I (name address and identification number) request to be admitted as a member of (name of Amuta) Amuta. The objectives of the Amuta are known to me. If admitted as a member I undertake to comply with the provisions of the articles of the Amuta and with the decisions of the Amuta’s general assembly."

(c) The decision concerning admission or non-admission of the applicant as a member of the Amuta will rest with the board of directors. If the board of directors refuses to admit the applicant, he may lodge objection before the next general assembly.

(d) Upon deliberation regarding the application of an Amuta member, the board of directores will take into account his contributions to Wikimedia foundation projects.

Rights and Obligations of a member

2. (a) A member of the Amuta is entitled to attend and vote at every general assembly and will have one vote at every voting. He is entitled to elect and be elected to the board of directors and the auditing committee.

(b) A member of the Amuta is entitled to take part in its activities and to enjoy its services.

(c) The board of directors may, with the approval of the general assembly, prescribe a membership fee, the payment of which will be obligatory on the members.

(d) Termination of membership of the Amuta will not exempt from effecting payments due to the Amuta from the member immediately before the termination of his membership in respect of the period up to such termination.

Termination of Membership

3. (a) Membership in an Amuta will terminate –

(1) upon the death of a member, and a member which is a body corporate – upon completion of its liquidation;

(2) upon retirement from an Amuta; written notification of retirement will be submitted to the board thirty days in advance;

(3) upon expulsion from the Amuta.

(b) The board of directors may decide to expel a member from the Amuta on one of the following grounds:

(1) the member has not paid to the Amuta what is due to it from him;

(2) the member has failed to adhere to the instructions of the articles of association or decision of the general assembly;

(3) the member acts in conflict with the purposes of the Amuta;

(4) the member was found guilty of an infamous crime.

(c) The board may not expel a member of the Amuta until after he has been given due opportunity to voice his claims before the general assembly of the Amuta, and will not make such expulsion based on that prescribed in sub-Section (b)(1), (2) or (3) until it has warned the member and allowed him reasonable time to correct the offense.

Communication to a Member

4. Any invitation, request, warning or other communication by the Amuta to a member will be in writing and will be delivered to him personally or sent by ordinary mail to his address registered in the registry of members; on the written application by member, the Amuta will change his address registered in the registry of members.

Article B: General Assembly

Time and Place

5. The day, hour and place of a general assembly will be fixed by the board.

Invitation

6. A general assembly will be convened by notice to every member at least ten days in advance, indicating the day, hour, place and agenda.

Functions of an Ordinary General Assembly

7. An ordinary general assembly will hear reports on the activities of the board of directors and the activities of the auditing committee, will consider them and the financial report submitted to it by the board of directors, will decide on their approval and will elect a board of directors and an auditing committee.

Quorum

8. (a) A general assembly will not be opened unless at least one quarter of the members of the Amuta are present; where such a quorum is present at the opening of the meeting, the meeting may continue its deliberations and pass decisions even if the number of those present has decreased.

(b) Where the aforesaid quorum has not convened within one hour from the time specified in the invitation, the meeting will be considered as postponed, and those present at this postponed meeting, whatever their number, may deliberate and pass decisions.

Chairman and Secretary

9. A general assembly will elect a chairman and a secretary for the assembly from among the members of the Amuta.

Decisions

10. The decisions of a general assembly will be passed by a majority of the votes of those voting unless the Law or these Articles require a different majority; where the votes are evenly divided, the chairman of the meeting may made the decision.

Minutes

11. The secretary of the general assembly will keep minutes of the meeting.

Article C: The Board of Directors

Number of Members

12. The number of the members of the board will be fixed by decision of the general assembly but will not be less than two.

12A. The number of the members of the board of directors will be odd.

Period of Tenure

13. (a) The board of directors will hold office from its election by a general assembly and until another general assembly elects a new board; a member of the outgoing board of directors may be re-elected to the new board of directors.
(b) A member of the board of directors may resign at any time by written notice to the board of directors; a member of the board will cease to hold office if he has been declared legally incompetent or bankrupt.

Filling Vacancy on Board of Directors

14. (a) Where the position of a member of the board of directors has fallen vacant, the remaining members or member may appoint another member of the Amuta to hold office as a member of the board of directors until the next general assembly. Pending such an appointment, the remaining members or member of the board of directors may continue to act as a board of directors.
(b) Where a member of the board of directors is unable to carry out his functions, the remaining members or member may appoint a member of the Amuta to take his place until he again carries out his functions.

Meetings of the Board

15. The board of directors may itself arrange the times of its meetings, invitation to them, the required quorum and procedure for conducting them.

Decisions

16. The decisions of the board of directors will be passed by a majority of the votes of those voting; where the votes are evenly divided, the proposal will be regarded as rejected; a unanimous decision of all the members of the board of directors may be adopted outside the course of the board of directors meeting.

Minutes

17. The board will keep minutes of its meetings and decisions.

Right of Representation

18. The board of directors may empower two or more of its members to sign documents which bind the Amuta on behalf of the Amuta, and to perform on its behalf acts which are within the competence of the board of directors.

Article D: The Auditing Committee

Application of Provisions

19. The provisions of Sections 12 to 17, except for Section 12A, will also apply, mutatis mutandis, to the auditing committee.

Article E: Branches

Establishment of Branches and Their Organization

20. The Amuta may, by decision of the general assembly, establish branches and provide for their organization and the regulatory procedures of their business.

Article F: Assets Following Liquidation

Transfer of Surplus Assets

21. Where any assets remain after the Amuta has been liquidated and its debts have been paid in full, such assets will be transferred to another Amuta having similar objectives.

Second Addendum

(article 35(a))

In this addendum -
“Turnover” - the sum of revenues of any source and type, received in the past year;
“Year” - the period of 12 months from the month of January until the end of the month of December;
“Revenue” - including donations, funding, indirect taxes, designated amounts, in cash or cash equivalent, including revenue from sale of fixed assets;
“Relative” - sibling, parent, parents of parents, children, children of spouse or spouse of any of these.

A. An Amuta whose turnover exceeds NIS 750,000 must maintain a double entry accounting system according to one of the customary systems, including:

(1) Treasury book;

(2) Receipt slips, revenue from sale of property or from provision of services will be recorded in a separate receipt book; revenue from donations will be recorded in a separate receipt book; each receipt in the donation receipt slip book will be imprinted in a conspicuous manner with the word “donation”; in the event that an Amuta has been given authorization as provided in article 46 of the Income Tax Ordinance, the receipt will also be imprinted with the words “the institute holds an income tax permit for donations as provided in Section 46 of the ordinance”.

(3) Income account, in which separate entries will be recorded for income derived from:

(a) funding and contribution by others, including government or municipal bodies;

(b) donations from Israel and donations received from abroad;

(c) income from interest and linkage differentials;

(d) income from rental of properties;

(e) revenue from membership fees;

(f) income from sale of services and assets which do not directly serve the objective of the Amuta;

(g) return from sale of permanent assets and capital assets.

(h) other income;

(4) A bound book in which assets received as donations or gifts will be recorded; the record will include the name of the donator, description of the asset received and date of its receipt;

(5) Costs account which will separately record costs from:

(a) donations and contributions given to another person;

(b) salaries and related costs;

(c) management costs and general costs;

(d) interest costs and linkage differentials;

(e) amounts for purchase of services and intangible assets which do not serve the objectives of the Amuta directly;

(f) capital purchases;

(g) transactions and loans carried out between the Amuta and a member of the board or relative of a member of the board;

(h) other costs.

b. An Amuta whose turnover does not exceed NIS 750,000 will maintain, for each tax year, an accounting system which will include at least -

(1) revenue and payments book, which in which separate columns will record:

(a) on the revenue side -

(1) funding and contribution by others, including government or municipal bodies;

(2) donations from Israel and donations received from abroad;

(3) income from interest and linkage differentials;

(4) income from rental of properties;

(5) revenue from membership fees;

(6) income from sale of services and assets which do not directly serve the objective of the Amuta;

(7) return from sale of permanent assets and capital assets.

(8) other income;

(b) A bound book in which assets received as donations or gifts will be recorded; the record will include the name of the donator, description of the asset received and date of its receipt;

(c) Costs account which will separately record costs from:

(1) donations and contributions given to another person;

(2) salaries and related costs;

(3) management costs and general costs;

(4) interest costs and linkage differentials;

(5) amounts for purchase of services and intangible assets which do not serve the objectives of the Amuta directly;

(6) capital purchases;

(7) transactions and loans carried bout between the Amuta and a member of the board or relative of a member of the board;

(8) other costs.

(2) External record file.

C. Notwithstanding the aforesaid in this Addendum, the Amuta is authorized not to record the name of the donator in its financial report if the words “donation by an anonymous donor” has been entered on the receipt slip, and one of the following is applicable:

(1) the amount of the donation does not exceed the maximum amount prescribed by the Minister;

(2) the Registrar has given special dispensation to refrain from specifying the name of the donator in the financial report, in accordance with procedures and regulations prescribed by the Minister.

Proposed Articles of Association of the Amuta (As will be submited to the Registrar)

As the proposed articles of Association are based on the Model Articles of Association as attached to the law – the actual Articles of Association filed to the Amutot Registrar will be as follows:
"The Amuta adopts the Model Articles of Association with the following changes:
1. After Section 1(c), the following will be added:

"(d) Upon deliberation regarding the application of an Amuta member, the Board will take into account his contributions to Wikimedia foundation projects."

2. In Section 3(c) the words "general assembly may, upon proposal by the board of directors" will be replaced with the words "the Board may".
3. In section 3(b) the words "propose to the general assembly to" will be replaced with the word "may".
4. After Section 3(c), the following will be added:

"(d) A member of the Amuta who was expelled by the board of directors of the Amuta, may appeal the decision to the general assembly of the Amuta"

5. In Section 8(b) the words " to a week later at the same time and place, without need for another invitation" will be deleted.
6. After Section 12, the following will be added:

"12A. The number of the members of the board of directors will be odd."

7. In Section 19, after the words "regulations 12 to 17" the words "Except for Section 12A" will be added."