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1.1. Wikimedia Ukraine, hereafter referred to as the Association, is a community organization formed for the purpose of achieving the aim defined in the Bylaws.
1.2. The Association is self-governing and non-profit, and unites on a free-association basis those members interested in achieving the aim set out in the Bylaws.
1.3. Association activity is conducted and based on the principles of free association and equality of members, of activity within the law and of transparency in all dealings.
1.4. The Association conducts its activity in accordance with the Constitution of Ukraine, the Act Governing the Association of Citizens and in keeping with other legislative acts of Ukraine.
1.6. Effective the date of registration by government authorities, the Association enjoys all the rights of a corporation. The Association manages its own assets, maintains its own bank balance and bank accounts, and holds seals and stamps bearing its name and its logo in keeping with requirements of current legislation.
1.7. The Association may acquire in its name property and non-property rights, and may appear in a court of law as plaintiff or defendant.
1.8. The Association utilizes its own funds and assets for the purpose of satisfying its obligations, and is subject to sanctions in keeping with legislation.
1.9. The state is not liable for obligations undertaken by the Association, nor is the Association liable for obligations undertaken by the state, nor by its own members, nor by corporations founded by the Association.
1.10. The Association has the right to initiate legal action in connection with assets and funds at its disposal, provided that such action is not in conflict with Ukrainian legislation and with objectives of the Association as outlined in the Bylaws.
1.11. The Association may enter freely into relations with other community organizations and may draw up agreements of co-operation and mutual assistance with them.
1.12. The Association may engage in necessary entrepreneurial activity for the realization of the aim and objectives of the Bylaws by way of founding institutions accountable to itself such as corporations and enterprises.
1.13. The full name of this community organization is: Wikimedia Ukraine Community Association.
1.14. The abbreviated name of this community organization is: Wikimedia Ukraine.
The aim of the Association is to promote the formation and development of equal opportunity for all in creating, accessing, utilizing and sharing information and knowledge, and to thus enable individuals and communities in reaching their full potential.
3.1. Supporting the creation and development of wiki-based projects which permit the editing of content by all authorized users.
3.2. Supporting publication and granting access through the Internet to content created within the framework of specific projects on the basis of free licenses as of the type GNU Free Documentation License issued by the Free Software Foundation.
3.3. Popularizing Internet projects of Wikimedia Foundation, Inc. such as Wikipedia, Wiktionary, Wikiquote, Wikinews, Wikibooks, Wikisource, Wikiversity, Wikispecies, Wikimedia Commons and others, hereafter referred to as Wikimedia projects, — especially Ukrainian language-projects, but also in languages of ethnic groups other than Ukrainian which traditionally constitute part of the population of Ukraine.
3.4. Supporting the association Wikimedia Foundation, Inc. with the aim of realizing the objectives of that organization in keeping with the Bylaws.
3.5. Providing funds on a charitable basis for financing projects and programs of the Association.
Membership: rights and obligations
4.1. Membership in the Association falls into one of three categories: individual membership, collective membership and honourary membership.
4.2. Individual membership in the Association is open to citizens of Ukraine, to citizens of other countries and to individuals without citizenship who:
- 4.2.1. have reached 14 years of age;
- 4.2.2. participate in one or more Wikimedia projects;
- 4.2.3. have submitted to the Board written application for membership status in the Association with intent to abide by the Bylaws, and have provided in copy personal identification;
- 4.2.4. have been accepted into membership by the Board; and,
- 4.2.5. have paid the annual membership dues.
4.3. Individual members of the Association have the right:
- 4.3.1. to elect and be elected to a position of authority within the Association;
- 4.3.2. to participate and to cast one vote at a General Meeting of the membership;
- 4.3.3. to submit proposals for review by Association authorities in any matter relating to the Association's activity;
- 4.3.4. to participate in all types of activity for the purpose of realizing objectives outlined in the Bylaws of the organization;
- 4.3.5. to have use of equipment and to enjoy services and support of the Association on the condition that such use further the objectives of the Association;
- 4.3.6. to participate in the development and realization of the Association's projects.
4.4. Members who hold individual membership in the Association are obligated:
- 4.4.1. to adhere to the Bylaws, the agendas and the resolutions of the governing body of the Association;
- 4.4.2. to pay membership dues into the Association on a regular basis.
4.5. Collective membership in the Association is open to those employee groups of enterprises, institutions, organizations, associations, foundations, specialized or professional associations, which:
- 4.5.1. demonstrate an interest in the activities of the Association;
- 4.5.2. have submitted to the Board written application for membership status in the Association with intent to abide by the Bylaws, together with a copy of a decision of the executive of the governing body of the enterprise in favour of entry into the membership of the Association;
- 4.5.3. have been accepted into membership of the Association by the Board;
- 4.5.4. have provided material assistance to the Association.
4.6. Collective members exercise their rights and obligations through their delegates who have been entrusted to act on their behalf. Collective members have the right at any time to reappoint delegates further to a decision of a meeting of the employee group which had originally delegated the representative to the Association, provided that the Board of the Association be notified in writing of such intent.
4.7. Collective members of the Association have the right:
- 4.7.1. to participate in a General Meeting of the membership in an advisory capacity;
- 4.7.2. to submit for review by Association authorities proposals in matters relating to activity of the Association;
- 4.7.3. to participate in all types of activity that advance the objectives in the Bylaws of the Association;
- 4.7.4. to have use of equipment and enjoy services and support of the Association in actions promoting the objectives of the Association;
- 4.7.5. to participate in the development of plans for the Association and to work toward the realization of these.
4.8. Collective members of the Association are obligated to act in accordance with the Bylaws, agendas and resolutions of the governing body of the Association.
4.9. Honourary membership is open to any person who has made a special contribution to the Association. The status of honourary member is conferred at a General Meeting of the Association further to a recommendation from the Board. Honourary members are exempt from the payment of membership dues.
4.10. In the eventuality that the Board deny membership to an applicant, the person has the right to reapply for membership within 30 days of receipt of such decision.
4.11. Founders of the Association become individual members once the Association has been registered and have the same rights and obligations as other individual members.
4.12. The membership roster of the Association is to be drawn up according to the provision On the Maintenance of a Membership Roster of the Association as approved by the General Meeting of the Association.
4.13. Membership in the Association may be terminated by decision of the Board due to:
- 4.13.1. voluntary submission to the Board of a written resignation from the Association;
- 4.13.2. death of an individual member or disability of a delegate in the case of a collective member;
- 4.13.3. being stricken off a membership list by decision of the Board as a result of non-payment of membership dues;
- 4.13.4. the commission of acts contrary to the objectives of the Association in the Bylaws, or by damaging the reputation of the Association through action or omission.
4.14. A person whose membership has been terminated may appeal the decision before the Board within the 30 days following receipt of such decision.
Governance within the Association
5.1. The governing bodies of the Association are:
- the General Meeting;
- the Board;
- the Audit Committee.
5.2. The term of office for the Board and for the Audit Committee is of one-year duration and ends on the last working day of the Annual General Meeting; additionally, the term of office may end before term-end by decision of a Special General Meeting. Election of Board members and Audit Committee members is by secret ballot as determined by a simple majority of individual members present in person or represented by proxy at the General Meeting.
5.3. In case of the resignation, expulsion or death of a member either of the Board or of the Audit Committee during term of office, new members are co-opted from the membership of the Association. A maximum of half of the number of members may be co-opted to serve on the Board and/or the Audit Committee for the remaining term of office. Should a majority of either of the above resign, be expelled or die, a General Meeting shall be called to restore either or both to their full complement.
5.4. The General Meeting is the chief governing body of the Association. Participants in the General Meeting are the following:
- individual members with voting rights;
- collective and honourary members in an advisory capacity.
5.5. A General Meeting may be called as a regular Annual General Meeting (AGM) or as a Special General Meeting.
5.6. An Annual General Meeting of members is to be called once a year. The Board shall advise members as to the place, time and agenda of the Annual General Meeting 14 days previous to the date on which the Meeting is to be held.
5.7. The Annual General Meeting is for the purpose of:
- acceptance, discussion and approval (evaluation) of reports as to the work of the Board and the Audit Committee during the year previous;
- review and approval of financial reports.
5.8. The Annual General Meeting is conducted in keeping with approved protocol.
5.9. The General Meeting shall be conducted by a Presidium consisting of a chairman, a deputy-chairman and a secretary of the Meeting. The Presidium shall be selected by majority vote of members present at the meeting of the membership of the Association. Board members and Audit Committee members whose term expires at the Annual General Meeting cannot be elected to the Presidium.
5.10. The following responsibilities enter into the exclusive competence of the General Meeting:
- 5.10.1. the accepting of the Bylaws of the Association, as well as changes and additions to these;
- 5.10.2. the defining of the basic directions of Association activity in keeping with the aim and objectives;
- 5.10.3. the electing of the Board and the Audit Committee;
- 5.10.4. the hearing of annual reports from the Board and the Audit Committee and making decisions in respect to each;
- 5.10.5. the determining of the amounts for entry dues and membership dues;
- 5.10.6. the administering of assets of the Association;
- 5.10.7. the terminating of activity or the reorganizing of the Association, the appointing of a Dissolution Committee and determining its powers, as well as approving presentations and reports from the said Committee.
At the General Meeting of the Association other matters may be submitted for review, and other issues relating to the activity of the Association may be raised.
5.11. In the event that a member of the Association is prevented from attending at a General Meeting in person, that member may be represented by by an authorized delegate, who is also a member of the Association and acts for the absentee by proxy. Additionally, every member has the right to represent no more than two other members of the Association in their absence. The original of the Form of Appointment of Proxy is to be presented prior to the start of the General Meeting; a copy of same is to be submitted to the Executive Director no less than seven days before the General Meeting itself. The Form of Appointment of Proxy shall assume the form as determined by the Board.
Publication less than five days prior to the General Meeting information received/given power of attorney to the official website of the page containing the preliminary list of participants, equivalent to the original of warrants presentation before the General Meeting.
5.12. The General Meeting of the Association is empowered to decide matters submitted for review only if no less than half the membership of the Association is represented (either in person or by proxy).
5.13. Decisions at a General Meeting are carried by a simple majority vote of members present at a meeting of the Association. Each member of the Association is entitled to cast one vote. In the event of a tie vote, the vote of the chairman of the General Meeting shall be decisive.
5.14. Decisions regarding acceptance of Bylaws of the Association, changes or amendments to these, as well as the suspension of the Association's activity, are carried if not less than 3/4 of members present at the General Meeting of the members of the Association vote in favour of these.
5.15. Decisions of the General Meeting are binding upon the members of the Association and its Board.
5.16. The decision to call a Special General Meeting is at the pleasure of the Board of the Association. It may also be called in response to a submitted request either to the Board, or to the Audit Committee; or further to a written request of no less than one-half of the membership of the Association for the purpose of deciding current issues arising in the course of the Association's activity.
5.17. The Board is obligated to call a Special General Meeting of the membership within 90 days of the receipt of a request for same.
5.18. A Special General Meeting makes decisions only in matters for the purpose of which it was called.
5.19. The Board directs the activity of the Association in keeping with resolutions of the General Meeting, represents the Association in external relations and is responsible to the General Meeting.
5.20. The Board consists of no less than three and no more than seven Board members.
5.21. The number of Board members is determined by the General Meeting.
5.22. The Board elects a Chairman, Deputy Chairmen and an Executive Director from its own number.
5.23. The functions of the Chairman of the Board are not to be combined with the functions of the Deputy Chairman or the Executive Director.
5.24. Meetings of the Board take place no less than four times per year.
5.25. Members of the Board of Directors are elected by secret ballot and by simple majority vote of individual members present at the General Meeting.
5.26. Official declarations and agreements, as well as financial and property obligations undertaken on behalf of the Association, are signed by the Chairman of the Board and the Executive Director.
5.27. Resolutions and decisions of the Board in matters financial are executed by the Executive Director, who also:
- organizes the bookkeeping and assumes the responsibility for all reports;
- opens and closes accounts in banking institutions, manages the moneys in these accounts (upon receipt of written resolution or decision as accepted by the Board);
- is the official signatory for documents of the Association;
- acts prudently on behalf of the Association and issues action memos in the Association's name.
5.28. Resolutions and decisions of the Board are carried in an open vote and by a simple majority in the presence of no less than half of the total number of Board members. In certain matters any Board member may call for a vote by secret ballot. In the event of a tie vote, the Chairman of the Board shall cast the deciding vote.
5.29. The following shall enter into the competence of the Board:
- implementing resolutions accepted at a General Meeting;
- accepting the budget of the Association;
- managing the assets of the Association;
- deciding in matters of acquisition or management of real and non-real assets;
- deciding as to the scope of obligations which exceed a 5000 hryvnia amount;
- calling a General Meeting of members;
- deciding the acceptance and exclusion of members;
- reporting back to members at a General Meeting about Board activity;
- accepting rules and agendas as provided for in the Bylaws;
- managing the activity of the Association between General Meetings;
- representing the Association before the general public;
- authorizing Board members as to submission of documentation for of the Association's registration with government, and as to registration with tax authorities and other government bodies and opening current and other accounts on behalf of the Association.
5.30. The Press Secretary of the Association is responsible for media relations. The Press Secretary shall be selected by the Board from the membership of the Association.
5.31. The Audit Committee is the official body charged with overseeing the activity of the Association.
5.32. The Audit Committee is composed of three members.
5.33. The members of the Audit Committee are elected by means of secret ballot by simple majority of the individual members in attendance at a General Meeting of the membership.
5.34. Members of the Audit Committee may not engage in other functions delegated to other authorities within the Association.
5.35. Members of the Audit Committee cannot be related by marriage or by family, nor be subordinate to or dependent upon Board members.
5.36. Members of the Audit Committee cannot have convictions for deliberate violations of the law recorded against them.
5.37. The Audit Committee elects from its own number the Chairman of the Audit Committee.
5.38. The following shall enter into the competence of the Audit Committee:
- general supervision over the activity of the Association;
- submission of an audit report to the Board;
- the right to request the calling of a Special General Meeting of the membership, as well as the right to request a Meeting of the Board;
- the calling of a General Meeting of members, should such a Meeting be not called by the Board at a time indicated in the Bylaws;
- the presentation of a motion to the General Meeting for the approval of the Report of the Board of Directors;
- reporting on its own activity at the General Meeting of the membership.
5.39. The Audit Committee acts in keeping with rules of procedure previously accepted by itself.
5.40. The Audit Committee reserves the right to demand of both the membership of the Association and of official bodies at all levels of the Association, the submission of written or verbal explanations relating to audited matters.
5.41. Resolutions of the Audit Committee are accepted in open voting by majority vote in the presence of no less than two voting members. At the request of any member of the Committee the vote in certain matters may be by secret ballot.
Funds and Assets
6.1. The Association owns funds and other assets necessary for the purpose of carrying on its activity as per the Bylaws.
6.2. The Association enjoys ownership rights of funds and other assets as received by the Association from:
- membership dues;
- funds or assets freely received either in the form of non-refundable financial assistance or charitable donations;
- the conduct of its primary activity;
- grants or subsidies received from state or local government budgets,
government-assigned funds and programs, or assistance deemed charitable — including humanitarian or technical aid granted to the Association in keeping with the legislation of Ukraine and within the terms of international agreements;
- interest from the current and other accounts.
6.3. The Association has rights to assets and funds received from the activities of institutions and organizations established by, and accountable to itself, as well as from enterprises founded by itself.
6.4. The General Meeting of the Association holds the legal ownership rights as to assets and funds. In certain areas the managing of assets and funds, as defined by resolution of a General Meeting of the Association, may be delegated to the Board.
6.5. The Association uses its own funds and assets to facilitate activities directed exclusively at achieving the aim and objectives of the Association as defined in these Bylaws and not for the purpose of earning profit.
6.6. Any enterprises, institutions and organizations formed by the Association are obligated to conduct day to day accounting, to provide statistical reports, to register with government tax authorities and to pay taxes in the order and in the amount as provided for in the legislation of Ukraine.
6.7. Government supervision and control of the activity of the Association shall be exercised by government authorities empowered for this purpose by law.
6.8. In keeping with legislation the Association shall submit reports, declarations and other information concerning its activity to government auditors.
6.9. The Association follows operational, accounting, taxation and statistical guidelines and reports in keeping with requirements as established by the laws of Ukraine.
6.10. The fiscal year of the organization shall be from January 1st to December 31st of the calendar year, inclusively.
6.11. The Association shall file the required reports with the government taxation service and other government authorities which perform the audit function in respect to organizations carrying on economic activity.
Amendments to the Bylaws
7.1. Changes and additions to the Bylaws of the Association are accepted by a qualified majority vote of three-fourths of the members present at a General Meeting of the Association.
7.2. A draft of the changes and additions to the Bylaws is prepared by the Board or an ad hoc committee, which shall in no case be composed of less than 10 per cent of the number of members of the Association, — and shall be presented to every member of the Association no less than ten days prior to the set date of the General Meeting for the purpose of familiarization with it and reaction to it.
7.3. The Chairman of the Board shall notify registering authorities within five days and in writing of the changes and additions to the Bylaws of the Association, and shall submit to the registering authorities the changes and additions to the Bylaws of the Association in the required form.
Termination of activity of the Association
8.1. Activity of the Association may be terminated by way of reorganization or dissolution.
8.2. The reorganization of the Association may take place further to a resolution of the General Meeting of the Association. A resolution to this effect shall be carried by a qualified majority of two-thirds of the members of the Association present at a General Meeting of the Association. Upon reorganization all the rights and obligations of the Association shall transfer to its successors.
8.3. Dissolution of the Association takes place further to a resolution of the General Meeting which is carried by not less than two-thirds of the members of the Association present at a General Meeting of the Association, or by court decision in cases as provided by the legislation of Ukraine:
- 8.3.1. in the case of the dissolution of the Association the General Meeting shall appoint a Dissolution Committee which ascertains the balance at time of dissolution, sees to the completion of obligations as formulated in previous agreements and formulates new agreements within its limits of competence, identifies creditors and debitors of the Association, and distributes the remaining assets. The Dissolution Committee acts, enjoys rights, and bears obligations and resposibilities in accordance with the legislation of Ukraine;
- 8.3.2 property and other assets of the Association which remain after the payment of taxes and the settling of accounts with creditors and employees, shall be transferred to another non-profit organization of similar type or shall be deposited to the general revenues of the state.
8.4. The organization shall be considered dissolved as of the date of its exclusion from the state registry.