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Wikimedians of Iowa User Group/Bureaucracy/M-01

< Wikimedians of Iowa User Group | Bureaucracy
WHEREAS, the undersigned are the entire membership of an “unincorporated nonprofit association” under IA Code § 501B.2 known as the “Wikimedians of Iowa User Group” (“the User Group”), and
WHEREAS, the User Group does not presently have clearly established “governing principles” under IA Code § 501B.2; and
WHEREAS, the members of the User Group desire to adopt written, explicit governing principles; it is hereby
RESOLVED that the attached Bylaws (annex A) are adopted as the bylaws of the User Group; and it is further
RESOLVED that the following members are elected to one-year terms as directors of the Board of Directors:
  • Kevin Li (User:L235);
  • Zebediah Figura (User:ObsequiousNewt); and
  • The member with the pseudonym User:Frood.
Signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, becoming effective when counterparts have been signed by each of the members and delivered to the other members by facsimile transmission by electronic mail in “portable document format” (“.pdf”) form.

ANNEX A

Bylaws of the Wikimedians of Iowa User Group, Rev. August 6, 2016

  1. The name of the Association is “Wikimedians of Iowa User Group” (“the User Group” or “the Group”). The Group is an unincorporated nonprofit association under the Revised Uniform Unincorporated Nonprofit Association Act of the State of Iowa.
  2. The User Group is recognized as a Wikimedia User Group by the Wikimedia Foundation.
  3. The purpose of the User Group is to expand Iowan contributions toward Wikimedia projects, including, but not limited to, coverage of topics relating to Iowa.

Members:

  1. Voting membership is open to any current resident of Iowa who supports the purpose of the Group. Membership is granted after receipt of a membership application and any required dues. Membership shall be granted upon a majority vote of the Board of Directors. The Board may, in its discretion, grant membership to pseudonymous individuals.
  2. The Board of Directors may prescribe annual dues, upon whose payment continued membership is contingent. At its discretion, the Board may waive those dues for any member for non-financial support of the goals of the User Group.
  3. Any member may resign by filing a resignation with the Secretary. Any member can have their membership terminated by a majority vote of the Board of Directors.
  4. Regular meetings of the members shall be held at least once every twelve (12) months, at a time designated by the Board of Directors.
  5. Special meetings of the members may be called by the Board of Directors or by a petition signed by a majority of the membership.
  6. All meetings shall be held by teleconference, and all members must be notified of each meeting at least 48 hours in advance. This notice requirement may be waived in writing. The members present at any properly announced meeting shall constitute a quorum.

Board of Directors:

  1. The Board of Directors (“Board”) is responsible for direction of the User Group, and delegates responsibility of day-to-day operations. The Board shall initially consist of three directors elected by the membership to one-year terms. The Board modify its own composition by majority vote, which shall include no fewer than three directors elected by the membership to one-year terms. Board elections shall be by ballot delivered to the entire membership. The Board may appoint additional directors. Directors may be pseudonymous. Each director is, and has the powers and duties of, a “manager” for the purposes of the Revised Uniform Unincorporated Nonprofit Association Act of the State of Iowa. If the President is a director, the President, or the President’s designee should the President be absent, shall preside over Board meetings. If the President is not a director, the Board shall elect a Chair to preside.
  2. The President or any two directors may call a meeting of the Board. All meetings shall be held by teleconference, and all directors must be notified of each meeting at least 48 hours in advance. This notice requirement may be waived in writing. Notice of a meeting is waived by attendance. One-third of the directors in office shall constitute a quorum.
  3. Any action permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent in writing, which may be executed in one or more counterparts.
  4. Any director may resign by filing a written resignation with the secretary. Any director can have their membership terminated by a two-thirds vote of the Board. The Board as a whole may be recalled by a majority vote of the membership.

Officers:

  1. From time to time, the Board of Directors shall appoint a President, a Secretary, and a Treasurer, to serve until the Board appoints a replacement. These officers may be, but are not required to be, directors. The Board may appoint one person to multiple officer positions. The Board of Directors may also appoint additional officers.
  2. The President is the chief executive officer and shall be generally responsible for leading the Group and managing its activities in accordance with these Bylaws. The Secretary shall keep the records of the Group, including minutes of meetings, and shall issue all notices. The Treasurer shall manage the finances of the Group.

Miscellaneous:

  1. Any required notice, ballot, or other communication may be given by email to the last known address of the person to be noticed. Notice to the User Group may be given under this section to (a) each of the members of the Group, (b) each of the directors of the Group, or (c) the President and Secretary of the Group.
  2. Except as required by law, the Directors and Officers of the Group shall not be personally liable for any debt, liability or obligation of the Corporation.
  3. Except as otherwise provided by law, the bylaws may be amended by two-thirds vote of all directors in office, two-thirds vote of the members present at a meeting of the members, or a majority of the entire membership.
  4. The rules contained in Robert’s Rules of Order, Newly Revised, 11th Edition shall govern meetings where they are not in conflict with the bylaws or any special or standing rules.
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