Wikivoyage Association/By-laws

Preamble

„It is the little things that make out a foreign environment. People in foreign countries certainly have different kinds of art, different laws, a different religion. But, above all, they have a different way of tilting their heads, a different way of smiling, a different way of putting money on the table, a different way of cooking rice. They have different wine and different bread.”

“A journey is, like love, a ride into the unknown.”

— Peter Bamm

Also in the age of globalization and mobility when almost any corner of the world can be reached, cultural identities remain, even if they may appear out of date. Quite often the strangeness and its fascination are lost to view. Travelling, however, means encountering strangers and strange things, spells uncertainty and fascination, and therefore a journey is an adventure. Those encounters produce understanding, and understanding creates tolerance and acceptance. Whenever cultures have entered into a peaceful exchange, something great has emerged. It is the objective of Wikivoyage to encourage exchanges and encounters and to provide inspiration and assistance to the traveler. This is why all contents of Wikivoyage should be freely accessible to everybody at any time.

§ 1 Name and Seat of the Association

(1) The association bears the name Wikivoyage Association and shall hereinafter be referred to as Association.

(2) It has its seat in Halle (Saale) and is registered with the district court of Halle-Saalkreis under number VR 2380.

§ 2 Purpose of the Association

(1) The association pursues exclusively and directly non-profit purposes within the meaning of section “tax-privileged purposes” of the Fiscal Code of Germany (§§ 51 et seq) in its current edition.

(2) The Association is aimed at promoting education and knowledge of all countries and regions in the world as well as understanding among nations. For that purpose free information shall be compiled, collected and spread in a non-discriminatory manner. Free contents in the understanding of the Association are all publications put by their authors under a license that allows anybody to spread and edit them free of charge by simply mentioning the authors’ names.

(3) So-called Wiki internet systems should be used preferably, but not exclusively, for collecting and spreading such free contents. Wikis are knowledge management software systems operated on the internet that permit all interested persons reading, editing and also processing in community the published information. The most prominent example of such a wiki is the free encyclopedia “Wikipedia” operating world-wide.

(4) The purpose of the Association shall be pursued, in particular, by

operating and financially promoting internet systems for the creation, collection and dissemination of free contents with special emphasis on various international Wikivoyage projects.
disseminating, and promoting the dissemination of, free contents in other ways, such as digital or printed form, with special emphasis on the contents of various international Wikivoyage projects.
acquiring, providing and disseminating information as well as engaging in public relations activities with regard to free contents and wikis, e.g. by means of events and information material.
clarifying scientific, social, cultural and legal questions connected with free contents and wikis maintained by the Association, e.g. by means of expert reports, studies and the provision of grants.

(5) It is the responsibility of the Association to enable its members to serve and accomplish those objectives.

§ 3 Selflessness

(1) The Association acts selflessly and does not, in the first place, pursue its own economic interests.

(2) The Association’s resources may be used only for purposes in conformity with its statutes.

(3) Members of the Association may not, in their capacity of members, receive any benefits from the Association’s resources. Members may not receive any shares of the assets when they leave the Association or when the Association is dissolved or liquidated.

(4) Nobody may be favored by expenses alien to the purposes of the Association or by disproportionately high remuneration.

§ 4 Membership

(1) Membership of the Association is open to

a) physical persons

b) moral persons of private and public law

if they support the goals of the Association.

(2) Membership may comprise

a) regular members

b) corporate members

c) sponsoring members

d) honorary members.

(3) a) Regular members are physical persons according to § 4, 1a. Regular membership has to be applied for; in the case of minors the application has to be signed by a legal representative. The application has to contain a declaration of ability to participate in electronic correspondence and online meetings. Decisions about admission to the Association are taken by the board.

b) Corporate members are moral persons according to § 4, 1b. Applications for corporate membership have to be made in writing. Decisions about admission to the Association are taken by the board.

c) Sponsoring members are persons in conformity with § 4, 1a and § 4, 1b who make a written application to the board in order to support the purposes of the Association. Decisions about admission to the Association are taken by the board.

d) Honorary members are persons in conformity with § 4, 1a who may be nominated with the approval of the board.

(4) Membership is terminated by resignation, death, exclusion or cancelation. Termination of membership does not affect the obligation to pay outstanding fees.

(5) Members may resign only at the end of a fiscal year by a written declaration to the chairman with one month’s notice (the postmark being taken as proof).

(6) Membership may be canceled by the board in the event of non-payment of fees for six months.

(7) If a member has seriously harmed the goals and interests of the Association, or damaged its reputation, he/she may be expelled by the board with immediate effect. The initiation of expulsion proceedings has to be communicated to the member concerned together with the facts supporting the action. The member has to be given an opportunity of justification or explanation before a decision is taken. An appeal against the decision of expulsion may be filed within four weeks after the notification of the board. The following general assembly meeting shall decide on the appeal.

§ 5 Rights and Obligations of Members

(1) Members have the right to take part in all events offered by the Association. Moreover, they are entitled to table motions to the board and the general assembly.

(2) Members are obliged to support the Association and its purpose – also in public – in a proper way, and to pay fees punctually in accordance with the rules on membership fees. In addition, they are obliged to inform the Association about changes of postal and e-mail address and banking details. Members are responsible for consequences resulting from non-compliance with those obligations and shall exempt the Association from any liability.

(3) Active members (regular, corporative and honorary members) have the right to vote and stand as candidates; they have the right to speak, vote and table motions at general assembly meetings.

(4) Sponsoring members have the right to speak and table motions at assembly meetings, but they are not allowed to vote.

(5) Members lose their voting right if they have not paid their fees according to the rules on membership fees (fees outstanding for over three months). Maintenance of the voting right is subject to a first payment of fees due.

(6) Voting members receive a user account with password on the association server of Wikivoyage.

§ 6 Membership Fees

(1) Regular members are obliged to pay current membership fees.

(2) Corporate members shall also pay current membership fees.

(3) Sponsoring members shall pay or provide what they have undertaken to do in their statement to the board on joining the Association.

(4) Honorary members are exempted from the obligation to pay membership fees.

(5) A simple majority of voting association members present in the general assembly meeting is sufficient for determining the amount and due date of fees.

§ 7 Bodies of the Association

(1) Bodies of the Association are

the board
the general assembly

(2) Members of bodies shall be active in an honorary capacity. They have to be members of the Association.

(3) Each body may conduct its assembly meetings as localized offline or online sessions. Online sessions should be preferred.

§ 8 Board

(1) The board is composed of

a first chairman
a second chairman
a treasurer
up to three associate board members

(2) Under § 26 of the German Civil Code the board consists of the first chairman, the second chairman and the treasurer. The board represents the Association in and out of court. Each member of the board is individually authorized to represent.

(3) The board is elected by the general assembly for the duration of two years. Re-election of board members is possible. The chairman is determined by the general assemble in a special ballot. Acting members of the board shall remain in office on expiry of their term until successors are elected.

(4) A board member who loses membership of the Association shall resign from the board.

(5) A board member may only be removed from office by decision of a (extraordinary) general assembly meeting. That procedure shall presume fault on the part of the board member. The person concerned has the right to be heard.

(6) If a board member under § 26 of the German Civil Code leaves before the end of his/her term, an associate member shall be promoted to that post. The order in which associate members should move up shall be determined already on election. The promoted associate member shall be a board member for the remainder of the term under § 26 of the German Civil Code. If there are no (more) associate board members to be promoted, an extraordinary general assembly meeting shall be convened for a by-election.

(7) The board is responsible for current business as well as any matters concerning the Association as long as those have not been assigned to a different body inconformity with the statutes. The board shall act in an honorary capacity. The board shall supervise business delegated to executives or advisors.

(8) The board may nominate an executive to look after business of the current administration. That executive shall have the right to participate in board meetings in an advisory capacity.

(9) The board may authorize advisors to take part in its work. That includes also administrators. They shall be given server-root rights in conformity with their tasks.

(10) As a rule, board meetings shall take place once a year. Written invitations shall be sent out by the chairman of the board at least 28 days before the meeting.

(11) Board decisions shall be taken by simple majority.

(12) Board decisions can also be taken in writing or by telephone if all board members have agreed to that procedure in writing or by telephone. Decisions taken in writing or by telephone shall be made out in writing and signed by two members of the board.

§ 9 General Assembly

(1) A general assembly meeting shall be convened once a year.

(2) An extraordinary general assembly meeting shall be called if required in the interest of the Association or demanded by at least three members with a written declaration of their reasons and purposes.

(3) A general assembly meeting is convened by the chairman of the Association. A written invitation including the agenda shall be sent out not later than four weeks before the meeting. That time is counted from the day following the posting of the invitation.

(4) The general assembly as the supreme decision-making body is principally responsible for all decisions unless delegated to another body of the Association. The annual statement of accounts and the annual report, in particular, have to be presented in writing to the general assembly for approval and discharge of the board. The general assembly shall appoint two auditors who may not belong to the board or any body assigned by the board to control the accounts including the annual financial statement, and to report to the assembly. The general assembly shall also decide about matters such as

a) exemptions from fees

b) tasks of the Association

c) the budget of the current fiscal year

d) loans of 5000€ and higher

e) approval of all rules of procedure for the Association

f) membership fees

g) changes of statutes

h) dissolution of the Association.

§ 10 Online Meetings

(1) Each body of the Association may hold online meetings. It has to be made sure that participation is possible with usual programs (web browser, e-mail client). Whenever an online meeting is called the invitation shall contain the agenda and the internet address (Uniform Resource Locator [URL]) as well as the access data for the meeting. The website shall also show the technical procedure. Technological developments facilitating the conduct of online meetings shall be implemented quickly.

(2) Communication shall take place exclusively among the group of participants previously determined, and the identification of participants has to be absolutely certain. There shall be a strict access control. For that purpose, all eligible persons shall be given access authorization data and a changeable password which should not be used for other purposes. The members shall pledge not to disclose the password to third parties and keep it under lock and key. Participants shall get their authorization by registration for the online meeting.

(3) In the case of online meetings the invitation time may be reduced to 7 days.

(4) Voting is possible during online meetings. It shall be conducted by means of technical tools such as online forms. The forms have to include:

the motion put to vote
the end of the voting period
boxes with all voting possibilities including “abstention” that can be clicked
additional boxes for personal data, access authorization data and passwords for member identification and legitimization of voting members unless identification and legitimization have been checked before by different means
time of dispatch.

(5) As regards board elections, the acting board may decide beforehand that the lists of candidates show only a “yes” box on the form that can be clicked for voting.

(6) Personal data and voting results shall be evaluated separately in order to ensure anonymity and to avoid double voting.

(7) The duration of the election has to be fixed in such a way that there is a time of at least 7 days between the beginning and the end of a ballot. The election shall be finished ahead of time when all voting members have cast their votes.

(8) The body shall decide whether unregistered participants may read the contents of the online meeting.

(9) The board has to guarantee the correct conduct of the online meeting. That task may be delegated to an advisor.

§ 11 Voting Right/Quorum

(1) Each voting member has one vote. The voting right is not transferable.

(2) Every general assembly meeting convened in conformity with the statutes may take decisions if participants include at least twice as many non-members of the board as board members or more than half of all members.

(3) The general assembly shall take decisions with simple majority. In the event of a tie, the motion concerned shall be considered rejected.

§ 12 Certification of Decisions

(1) Decisions made in board and general assembly meetings shall be made out in writing and signed by the board.

§ 13 Change of Statutes

(1) Changes of statutes require the simple majority of Association members present at a general assembly meeting. Voting on statute changes is only possible if the invitation to the general assembly has already contained that agenda item and included both the current and the proposed new texts of the statute as an annex.

(2) Statute changes required for formal reasons by supervising, legal or fiscal authorities may be made by the board itself. Those changes have to be communicated in writing to all Association members in due course.

§ 14 Billing

(1) The fiscal year equals the calendar year.

(2) The board shall ensure that the accounting body and the organization of the Association guarantee the fulfillment of the Association’s tasks. The regulations regarding the non-profit character of the Association are fundamental.

§ 15 Cash Auditors

(1) Two cash auditors shall be elected for the duration of one year at the annual general assembly meeting. It is the task of the cash auditors to check bills and invoices and their correct booking and to control the use of resources with a special view to compliance with statutes and tax regulations. That control does not extend to the appropriateness of expenses made by the board. The cash auditors shall inform the general assembly about the results of their checks. The cash auditors may not belong to the board or a body appointed by the board nor be employees of the association.

(2) The cash auditors shall not be bound by any instructions or supervision on the part of the board.

(3) Re-election of cash auditors is possible.

§ 16 Liability

(1) The assets of the association are the only liability for accounts payable.

(2) There is no personal liability of members for accounts payable by the Association.

(3) Bodies of the Association may enter into obligations only within the approved budget.

§ 17 Internet Domain Names

(1) Internet domain names belong to the assets of the Association. They are registered under the name of the Association at the Network Information Centers (NIC) concerned. The Association chairman in office at the time of registration or an advisor named by him shall be registered as contact persons.

(2) Rights to internet domains may be sold only if decided unanimously by the board and with a two-thirds majority by the general assembly.

§ 18 Dissolution of the Association and Tied-up Assets

(1) The decision to dissolve the Association requires a three-quarters majority of members present at an assembly meeting. A decision may be taken only after an announcement in due time in the invitation to the general assembly meeting.

(2) In the event of dissolution of the Association or in case of discontinuation of tax-privileged purposes the assets of the Association shall fall to the share of a public body or an organization specially recognized as tax-privileged, in order to be used for promoting education in the sense of the statutes. The receiver shall be nominated by the general assembly together with the decision to dissolve the Association.

(3) The board members authorized to represent who are in office shall be nominated liquidators unless finally decided otherwise by the general assembly.

(4) Decisions about the future use of the Association’s assets may not be taken prior to agreement of the tax authority.

§ 19 Announcements

(1) Announcements are made on the website of the Association (http://www.wikivoyage.org/assoc/; available as of 01.01.2007).

(2) The present statutes were established on 30 September, 2006 by the founding members and entered into force on 10 November, 2006 after registration with the district court of Halle-Saalkreis.

(3) The present statutes were modified by decision of the general assembly and registration in the association register of the district court of Halle-Saalkreis on

01 – 08 February, 2007 in § 1, sec. 2 and in § 2. The registration was made on 25 September, 2007.

§ 20 Equality of Language

(1) Mentions of personal and functional denominations shall apply in both their male and female forms.

Halle (Saale), 08 February, 2007
(place) (date)