Statutes of Wikimedia Czech Republic

Statutes of Wikimedia Česká Republika

Chapter  I - General Provisions

1. Wikimedia Česká Republika (hereinafter referred to as the “Association”) is a non-profit, non-political association based on the Act No. 89/2012 Coll., the Civil Code.

2. The place of residence of the Association is Prague.

3. The Association operates within the area of the Czech Republic.

4. In international operations the Association also uses the name Wikimedia Czech Republic.

5. The Association cooperates in its activity with Wikimedia Foundation, Inc. (hereinafter referred to as the “Foundation”), registered in the State of Florida in the United States of America, based on a separate bilateral agreement between the Association and the Foundation.

Chapter  2 – Goals of the Association

1 The Association’s vision is to create a world where every person can freely access and contribute to the wealth of human learning.

2. The Association’s mission is to provide access to information, broaden general education and promote the spread of free content by providing aid and support to the growth of Wikipedia as well as other Wikimedia projects.

3. The Association’s goals are:

1. to increase the spread of education  and the cultural awareness of the populace by streamlining access to general and specific information from all fields of human learning and activity.
2. to support and promote the spread of free content, especially works that can be freely used, reproduced and modified.
3. to support and promote all Wikimedia Projects and the further development of the Association.

4. The Association aims to attain its goals mainly through:

1. supporting the development and management of projects based on the wiki  technology with the focus on Wikimedia projects that are widely and freely accessible,
2. making accessible full contents of these projects as free licenses,
3. providing education and support of the creation of free content especially among young people, students and senior citizens and by providing educational programmes and events (courses, seminars) for general public as well as experts, and by providing further education for those employed in the education system.
4. publishing
5. processing and provision of information

5. For the purpose of attaining its goals, the Association may pursue by-line activities, such as:

1. sale of promotional items
2. renting its property

Chapter 3 – Membership

1.Membership of the Association consists of:

1. regular members,
2. supporting members,
3. honorary members.

2. Any natural person or corporate body interested in supporting the operation of the Association may become a member of the Association. A corporate body may only become a supporting member of the Association.

3. The acceptance of a regular member is decided by a member of the Board. Supporting and honorary members are approved by the Board upon proposal by the members of the Association. Each candidate, whose membership request is rejected by the Board, can appeal against that decision as specified in the Rules of Procedure.

4. Any natural person may become a regular member of the Association, if he or she:

1. reached an age of criminal liability
2. wants to participate actively in the operations of the Association,
3. has sent a written application for membership to the Board or to the General Assembly,
4. has paid a membership contribution, if not stated otherwise.

5. Any natural person or a corporate body may become a supporting member of the Association, if he or she:

1. has paid a membership contribution.

6. Any natural person may become an honorary member of the Association, if he or she:

1. has significantly contributed to the attainment of the Association’s goals
2. has consented to becoming a member of the Association

7.  The status of regular and honorary members can be combined. Any other combination of membership types is not allowed.

8. Membership in the Association ceases:

1. by the moment the Board accepts a member’s declaration in which he or she clearly states their decision to terminate their membership,
2. in case the natural person dies or the corporate body ceases to exist,
3. when the member does not pay the membership contribution to the Association by the date prescribed in the Rules of Procedure,
4. by decision of the Board pursuant to Chapter 10 of these Statutes
5. by decision of the General Assembly.

9. The procedure of submitting and removing personal information in the member registry follows the Rules of Procedure. The member registry is private.

Chapter 4 – Member Rights and Obligations

1. All members of the Association are entitled to:

1. take part in the General Assembly,
2. submit proposals, suggestions and comments related to the operations of the Association to the Board
3. submit suggestions to the Revision Committee,
4. request the Association’s support and resources from the Board or the Executive Director for activities aimed at attaining the Association’s goals,
5. participate in attaining the Association's goals.

2. regular members also have the right to:

1. cast their vote in the elections to the Association’s bodies,
2. be elected as a member of the Association’s  body, provided they meet all requirements,
3. cast their vote on the General Assembly and in the Mail Vote.

3. Regular members approved by the General Assembly have the right to vote on the General Assembly and in the elections of the bodies of the Association only after the end of the General Assembly which approved them. While counting the votes and evaluating the election results at this General Assembly, these members shall not be included in the final number of regular members.

4. All members are obliged to:

1. observe the Statutes and internal regulations of the Association,
2. observe the decisions of the Association’s bodies; this applies adequately to honorary members
3. honour the good name and mission of the Association.

5.  Regular and supporting members are also obliged immediately to inform the Board about any changes to their personal information listed in the member registry according to the Rules of Procedure.

6. regular members are further obliged regularly to pay their membership contribution by the prescribed date

Chapter 5 – Organizational Structure

1. The main bodies of the Association are:

1. General Assembly,
2. Chairman
3. Board,
4. Revision Committee,
5. Executive Director.

2. The term of office of the members of the Board and the Revision Committee starts at the date of election and lasts until the second annual General Assembly since their election; the term also ends by their resignation or termination upon the decision of the General Assembly.

3. The proceedings of the Association’s bodies are determined by the Rules of Procedure. This document is approved and changed by the General Assembly or by the Mail Vote. If any rule of the Rules of Procedure is in contradiction to the Statutes, the Statutes are binding.

4. The statutory authority of the Association is the Chairman.

5. If the Chairman abandons his office or does not execute it for an extended period of time, the Board shall authorize the Vice-chairman to perform the Chairman’s duties in the full extent of his rights and obligations for a necessary period of time. If the Vice-chairman is unable or unwilling to accept the office, the Board shall authorize other member of the Board.

Chapter 6 – The General Assembly

1.  The General Assembly is the supreme body of the Association.

2. The General Assembly is attended by:

1. members of the Association
2. guests invited by the Board. Any member is allowed to propose a guest for invitation to the Board.
3. General Assembly can be annual or special
4. Annual General Assembly is summoned by the Board every year.
5. Special General Assembly is summoned by the Board:

1. 1. upon request of the Board itself,
   2. upon request of the Revision Committee,
   3. based on a written request signed by at least one third of the total number of regular members of the Association,
   4. if required by the Statutes  or the Rules of Procedure.

1. 6. If so stated in the announcement of the summoning of the Great Assembly, the General Assembly can be summoned in two dates, regular and reserve. The reserve date cannot take place earlier than 30 minutes after the regular one.
2. 7. The General Assembly constitutes a quorum in the regular date if a majority of the regular members is present.
3. 8.  In case of reserve date, the General Assembly constitutes a quorum even without the majority of regular members being present.
4. 9. The General Assembly summoned in the regular date proceeds in accordance to the agenda approved at the beginning of the meeting. The agenda can be changed anytime upon the decision of the General Assembly. The agenda during the General Assembly in the reserve date can only be changed with approval of those who requested its summoning.
5. 10. The General Assembly summoned in the reserve date has to adhere exclusively to the announced agenda, excepting situations when the Statutes or the Rules of Procedure request a special point to be included.
6. 11. The General Assembly competences namely include:

1. 1. approval of the Statutes and their changes,
   2. approval and change of the Rules of Procedure,
   3. approval of the Strategic Plan of the Association and its changes
   4. election and removal of elected members of the Association’s bodies,
   5. hearing appeals against the decisions of not accepting or expelling a member, or levying a sanction against a member
   6. voting on approval of the Association's Annual Report and Annual Economic Report for the previous calendar year,
   7. determining the amount of the member contribution based on the proposal of the Board,
   8. approval of the Annual Report submitted by the Revision Committee,
   9. decision on the dissolution of the Association.

12.  Changes to the Statutes can be approved only if such a point was previously included in the agenda of the General Assembly.

Chapter 7 – The Board

1. The Board is the executive body of the Association. It is accountable to the General Assembly.

2. The Board manages the operations of the Association between General Assemblies. In the period between the start and end of the General Assembly the executive power of the Board is transferred to the General Assembly.

3. The Board consists of 3 to 7 members. These are the Chairman, Vice-chairman, and other members. The number of the Board members for the given term of office is determined by the General Assembly. The number of the Board members can be additionally changed by the Mail Vote.

4. The Chairman is elected by the General Assembly, other Board members are elected by the General Assembly and they can be added via the Mail Vote. The term of office of the members elected in the Mail Vote is valid only until the next General Assembly.

5. All legal actions that entail obligations for the Association towards a third party have to be submitted in a written form.

6. The Board has the competence to act in all parts of the Association's activity that are not explicitly granted to the General Assembly by article 11 of Chapter 6, particularly:

1. to implement the resolutions of the General Assembly,
2. to approve the Association’s Annual Budget and Annual Operation Plan,
3. to manage the Association’s assets,
4. to take decisions concerning buying and selling the Association's assets and accepting or rejecting donations that exceed the amount stipulated by internal regulations,
5. to adopt resolutions concerning admittance, expulsion or sanctioning of the members,
6. to select the Executive Director and to monitor his executive operations,
7. to approve internal regulations of the Association.

7. The Board, as per written statement of its members or of its own accord, discusses:

1. cases of violation of member obligations given by the Statutes, internal regulations or the Board decisions,
2. litigation between members of the Association, concerning rights and duties of the members of the Association as stated in the Statutes, internal regulations and Board decisions.

8. The Board approves expanses that exceed the amount stipulated in the Rules of Procedure.

9. The Board approves the creation of new job opportunities, if these are not already included in the Annual Operation Plan.

Chapter 8 – The Revision Committee

1. The Revision Committee is the monitoring body of the Association.

2. The Revision Committee consists of 3 members.

3. Members of the Revision Committee are elected by the General Assembly or by Mail Vote. The term of office of the members elected in the Mail Vote runs only to the next General Assembly.

4. The Revision Committee particularly:

1. inspects all activities of the Association between meetings of the General Assembly,
2. provides the Board with the findings of carried inspections and with suggestions arising from these,
3. may submit a demand to summon the special General Assembly meeting or to hold a Board meeting,
4. summons the General Assembly, if this is not being summoned by the Board at the proper date stipulated in the Statutes or the Rules of Procedure,
5. submits the Association’s Annual Report for approval to the General Assembly,
6. undertakes the competences of the Board to take immediate actions in case that all members of the Board resign or cease to be members of the Association.
7. provides a binding interpretation of the Statutes and other regulations of the Association; performs annual stocktaking.

5. The Revision Committee has the right to access all documents and to demand written or in person explanations concerning inspected activities of the Association from all members and all bodies of the Association.

6. The Revision Committee has the right to delegate one of its members to a Board meeting as an observer.

Chapter 9 – Executive Director

1. Is responsible for the executive operations of the Association.

2. The director’s executive activities include direct management and monitoring of the Association’s operations, excepting those matters that are managed by the Board, the Chairman of the Association, the General Assembly or the Revision Committee.  

3. The Executive Director is subordinate to the Board and he or she are accountable to it for their actions and must abide by its decisions and instructions. The director takes part in the Board meetings, unless the Board stipulates otherwise.

4. Prepares the proposal of the Association’s Annual Budget for the Board which is subsequently subject for approval at the Board meeting.

5. Prepares the Annual Operation Plan. During the second half of the given year the director submits the proposal of the Annual Operation Plan for the next year to the Board which is subsequently subject for approval at the Board meeting.

6. Selects and coordinates other employees and monitors their work.

7. Is responsible for proper financial strategy and management of the Association.

Chapter 10 – The Mail Vote

1. The Mail Vote can be used to make the decision on matters that exceed competences of the Board between the General Assembly's meetings.

2. The process of Mail Vote performance is governed by the Rules of Procedure.

3. The Mail Vote cannot be used to decide in the following matters:

1. change to the Statutes, excepting the change of the Association’s seat
2. dismissing the members of the Association’s bodies
3. an appeal to the Board against the decisions of not accepting or expelling a member, or levying a sanction against a member.

Chapter 11 – Disciplinary Proceedings

1. The highest disciplinary body of the Association is the Board. In matters concerning a member of the Board, such member does not take part in the discussion.

2. The Board may take disciplinary measures against a member of the Association if the member commits serious infringement of the Statutes or internal regulations, acts in a manner detrimental to the Association and its goals, or discredits the Association or any of its members. Before the Board decides, the member must have an opportunity of an open hearing.

3. The disciplinary measures are: warning, suspension of membership, conditional expulsion from the Association and expulsion from the Association.

4. A member who is in conflict with the Association or with another member of the Association in matters of the Association is obliged to make all possible efforts to resolve the dispute within the Association, before making use of external authorities. Intentional failure to do so will be considered an act hostile to the Association.

Chapter 12 – Financial Management

1. Expenses of the Association are aimed at attaining the goals of the Association according to Chapter 2.

2. The property of the Association primarily includes movables and funds.

3.  Income of the Association comes from:

1. membership contributions,
2. donations, bequests
3. grants and subventions,
4. funds arising from the Association's operations aimed towards fulfilling its goals,  
5. the Association's property.

4.  It is forbidden:

1. to grant loans or guarantee financial obligation using any assets belonging to the Association to the Association’s members or  their relatives,
2. to transfer any assets of the Association to its members or their relatives under  different than standard conditions applicable to third persons, especially if the transfer is free or on preferential conditions,
3. to use any assets of the Association by its members or their relatives under different than standard conditions applicable to third persons, unless such use follows from fulfilling of the Association’s statutory goals,

5. to purchase on preferential conditions any goods or services from entities which are connected with members of the Association or their relatives.

1. The Association runs its financial administration and accountancy in accordance with the regulations of the standing law.

Chapter 13 – Dissolution of the Association

1.  The Association may be dissolved by the General Assembly upon approval of at least 2/3 of all regular members.

2. The General Assembly that adopted such resolution has to decide about the financial settlement. Any eventual remaining assets will be transferred free of charge to another non-profit corporate body, whose goals are close to the Association's goals.

Chapter 14 – Final Provisions

1. The Statutes may be changed by the General Assembly upon approval of at least 2/3 of the present regular members and no less than 1/3 of total regular members.

2. These Statutes come into effect on 13th April 2019.