Bylaws: Difference between revisions

Latest revision as of 03:25, 25 February 2021

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Bylaws of MediaWiki Stakeholders' Group (MWStake).

Note: Also see Charter.

Name, Location, and Applicable Law

Note: See Charter.

Vision, Purpose, and Activities

Note: See Charter.

General Provisions

Effective Date, Savings Clause, Rules of Procedure, and Prohibition of discrimination

These Bylaws will become effective upon approval by the Board of Directors.

If any part of these Bylaws is determined by a court of law or other competent authority to be void, unenforceable, or otherwise illegal or invalid, the remainder will remain in effect.

Robert's Rules of Order will be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.

The Corporation must not discriminate against any person in the selection or employment of personnel, election of Directors, provision or acquisition of goods or services, or in any other way on the basis of race, color, sex, national origin, disabling condition, age, or any other basis prohibited by law.

Amendment

These Bylaws may be amended, supplemented, or repealed by a two-thirds vote of the Directors or a two-thirds vote of the Ordinary Members.

Notice must be given to the Directors at least 30 calendar days before the Board of Directors may consider an amendment, supplement, or repeal of the Charter or these Bylaws.

Notice must be given to the Ordinary Members at least 30 calendar days before the Annual Meeting of Members or a Special Meeting of Members may consider an amendment, supplement, or repeal of the Charter or these Bylaws.

Contact

The Board of Directors must establish by resolution at least one address for the receipt of correspondence to the Corporation via the United States mail, electronic mail, or other reasonable means.

The address for the receipt of correspondence will be displayed on mwstake.org ('mwstake' hereafter) or another website accessible to the general public designated by a resolution of the board.

Records and Inspection

The records of the Corporation must be available for inspection in accordance with the applicable laws as well as the purpose of the Corporation.

The Corporation may charge a reasonable fee for copies of its books and records in accordance with the applicable laws.

mwstake.org is designated as the primary site on which to display records of the Corporation which may from time to time be changed by resolution of the board of directors.

Waiver of Notice

Whenever these Bylaws require notice to be given, a waiver of notice may be sent to the Secretary of the Corporation by mail, electronic mail, facsimile transmission, or similar verifiable means with the written or electronic signature of the person or persons entitled to the notice.

A waiver of notice will be deemed equivalent to the giving of the notice.

A waiver of notice does not have to specify either the business to be transacted at or the purpose of the meeting or other matter for which notice is waived.

Attendance at a meeting of the Board of Directors, the Annual Meeting of Members, or a Special Meeting of Members will constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Constructive presence

A Director may participate in a meeting of the Board of Directors, the Annual Meeting of Members, or a Special Meeting of Members by means of a conference telephone or online, so long as they can hear, or be advised of, the discussion of business, and other members can hear, or be advised of, the absent member's votes or comments.

An Ordinary Member may participate in the Annual Meeting of Members or a Special Meeting of Members by means of a conference telephone or online, so long as they can hear, or be advised of, the discussion of business, and other members can hear, or be advised of, the absent member's votes or comments.

Constructive presence will count toward a quorum.

Definitions

The term "notice" refers to posting to an email distribution list and/or posting on mwstake.

Quorum

For meetings of the Board of Directors, the term "quorum" signifies at least five (5) Directors that currently compose the Board of Directors by reason of election or appointment according to these Bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present will be regarded as the act of the Board of Directors.

For the Annual Meeting of Members and Special Meetings of Members, the term "quorum" signifies greater than fifty percent of the number of individuals who have satisfied the requirements to become Ordinary Members as evidenced by the records of the Corporation.

The term "individual" signifies a natural person.

The term "entity" includes a domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state, the United States, foreign government, or governmental subdivision.

The plural term "Directors" refers to the total number Directors that currently compose the Board of Directors by reason of election or appointment according to these Bylaws.

Membership

The membership of the Corporation is divided into these classes:

Ordinary Members; and

Corporate Members.

Membership in the Corporation may not be sold, conveyed, or otherwise transferred.

Ordinary Members

Requirements to Become an Ordinary Member

Only an individual may be an Ordinary Member.

An Ordinary Member must submit an application for membership via mwstake.org.

An Ordinary Member must be a user of MediaWiki and participate in the activities of the Corporation.

An Ordinary Member must pledge to observe the Charter and Bylaws of the Corporation.

An Ordinary Member must pay the annual membership dues identified by these Bylaws (the "Membership Dues Schedule").

The Board of Directors or its designate must approve the application of an Ordinary Member.

Rights and Privileges of an Ordinary Member:

An Ordinary member is entitled to vote in elections of the Directors of the Corporation and on all matters that properly come before the Annual Meeting of Members or a Special Meeting of Members.

Corporate Members

Requirements to Become a Corporate Member

A Corporate Member must pay the annual membership dues identified by these Bylaws (the "Membership Dues Schedule").

An entity may become a Corporate Member in one of two ways:

Submission of an application online via mwstake.org; or

Admission by a resolution of the Board of Directors on its own initiative.

To be a Corporate Member, an entity must be represented by an individual who is an Ordinary Member of the Corporation.

Rights and Privileges of Corporate members

Corporate members are allowed to advertise their membership to the group.

The Board of Directors may by resolution establish such additional rights, privileges and duties corresponding to each class of Corporate Members provided that such rights, privileges, and duties are consistent with the Articles and these Bylaws.

Corporate Members are obligated to observe the Charter and the Bylaws of the Corporation.

Solicitation, Denial, and Termination of Membership

Solicitation of Membership

An individual or entity may submit an application for membership in the Corporation online through the official website at mwstake.org.

The Board of Directors may prescribe by resolution the information that each application for membership must contain, but at a minimum, an applicant must provide these details in the application:

The name/alias of the applicant;

Current email address; and

An account of how the applicant has used MediaWiki.

Denial and Termination of Membership

Denial of Membership

The Board of Directors may deny an application for membership by resolution that describes the reasons for the denial.

An application for membership may be denied for failure to provide the required information in the application.

Notice of the denial must be sent to the email or certified mail to the registered address of the applicant within ten (10) calendar days of the denial along with notification of the procedure for appeal that has been established by resolution of the Board of Directors.

These actions or events will terminate membership in the Corporation:

Resignation

An Ordinary Member or a Corporate Member may submit a resignation of membership in writing or electronically to the Board of Directors.

Resignation from membership does not entitle an Ordinary Member or a Corporate Member to a refund of any membership dues or other payments to the Corporation.

Death or Dissolution

Membership will terminate on the death of an individual member.

Membership will terminate on the dissolution of an entity.

In the event of death or dissolution, a majority of the Board of Directors may, by resolution, approve a refund of a membership dues or other payments to the Corporation.

Termination for Cause

The Board of Directors may, by a majority vote, terminate the membership of an Ordinary Member for failure to pay a membership dues.

The Board of Directors may, by a majority vote, terminate the membership of an Ordinary Member or a Corporate Member for failure to observe the Charter and the Bylaws of the Corporation.

Termination for cause does not entitle an Ordinary Member or a Corporate Member to a refund of any membership dues or other payments to the Corporation.

Appeal of Denial or Termination of Membership

An individual or entity whose application for membership has been denied or whose membership has been terminated may submit an appeal within 180 calendar days from the notification of the cancellation.

The Board of Directors must establish by resolution an online process for the submission of an appeal of the denial of an application for membership or the termination of a membership

The process for the submission of an appeal must provide for recourse to the Annual Meeting of Members.

Membership may be terminated by a majority of the Directors then in office after giving the member at least 15 days’ written notice by email or certified mail of the termination and the reasons for the termination, and (except in the case of termination for non-payment of membership dues, fees, or assessments in timely fashion) an opportunity for the member to be heard by the Board, orally or in writing, no less than five days before the effective date of the termination. The decision of the Board will be final and may not be reviewed by any court.

Meetings of Members

Annual Meeting of Members

An Annual Meeting of Members must be held at least once during each fiscal year of the Corporation.

Agenda

The agenda for the Annual Meeting of Members must include these items:

Examination and approval of the audit and financial statements of the Corporation;

Examination and approval of the reports on the activities of the Corporation;

Election of Directors.

The agenda for the Annual Meeting of Members may also include other items:

Nomination and acceptance of Ordinary Members and Corporate Members;

Appeals of denial or cancellation of membership;

Any other matters that may properly be considered by the Annual Meeting of Members under these Bylaws.

Special Meetings of Members

A majority of the Board of Directors or one-third of the Ordinary Members may call a Special Meeting of Members.

The agenda for a Special Meeting of Members may include any matter that may properly be considered by the Annual Meeting of Members under these Bylaws.

The notice for a Special Meeting of Members must specify the nature of the business to be transacted.

Date, Location, and Manner

The Board of Directors must, by resolution, establish the date and location of the Annual Meeting of Members and Special Meetings of Members.

The Annual Meeting of Members and Special Meetings of Members may be held by means of the Internet or other electronic communications technology in a manner through which the Ordinary Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the Ordinary Members, pose questions to the Directors and members of any other body, make appropriate motions, and comment on the business of the meeting.

Notice of the date, time, and place of the Annual Meeting of Members and Special Meetings of Members must be given to all Directors, Ordinary Members, and Corporate Members at least thirty calendar days prior to the date of the meeting.

Conduct of Meetings

The Board of Directors must appoint a Presiding Officer for the Annual Meeting of Members and Special Meetings of Members.

Subject to the approval of the Board of Directors, the Presiding Officer will have the authority to determine the order of business and establish rules of conduct for the Annual Meeting of Members or a Special Meeting of Members.

Voting

Each Ordinary Member is entitled to one vote.

Proxy voting is not allowed.

Voting on all matters may be conducted by electronic mail, wiki software, or similar verifiable means.

Anyone with an interest in MediaWiki software may attend the Annual Meeting of Members or a Special Meeting of Members.

Board of Directors

Composition of the Board of Directors

The Board of Directors will consist of eight (8) directors. The number of directors may be set from time to time by resolution of a majority of directors then in office.

Directors must be Ordinary Members of the Corporation in good standing and at least 18 years of age.

Election

Directors must be elected by a majority vote of a quorum of the Ordinary Members during the Annual Meeting of Members.

The Board of Directors may appoint a Nominating Committee of three Ordinary Members to select candidates for Director.

Ordinary Members may also nominate candidates for Director by motion and second at the Annual Meeting of Members.

Terms

Each Director will serve for a term of three years except as provided in paragraph 5.3.3 for the initial election of directors.

Terms must be established so that one-third of the directors are elected each year based on the highest totals of votes.

Initially, two of the Directors will serve one-year terms, three will serve two-year terms, and three will serve three-year terms:

The candidates who receive the three highest totals of votes will serve three-year terms.

The candidates who receive the fourth-, fifth-, and sixth-highest totals of votes will serve two-year terms.

The candidates who receive the seventh- and eighth-highest totals of votes will serve one-year terms.

Death, Removal, Resignation, and Vacancies

The position of a Director will become vacant upon his or her death.

Removal

A Director who has missed three or more consecutive meetings of the Board of Directors may be removed.

A Director may be removed for any action that violates the Charter or the Bylaws of the Corporation

The removal of a Director must be confirmed by a two-thirds vote of the remaining Directors.

A Director may resign at any time by giving notice of his or her resignation to any Officer of the Board of Directors by notice.

Vacancies

By a majority vote, the remaining Directors may appoint an Interim Director to fill a vacancy on the Board of Directors.

The Interim Director will serve the remainder of the unexpired term for the vacancy.

General Powers

The Board of Directors will constitute the governing body of the Corporation.

The Board of Directors will manage the business and affairs of the Corporation and have all powers necessary to carry out the purpose and the activities of the Corporation as set forth in these Bylaws.

The Board of Directors may accept, on behalf of the Corporation, any donation, contribution, bequest, or devise.

Meetings of the Board of Directors

A meeting of the Board of Directors must be held at least once per quarter at a reasonable time and place designated by a majority of the Directors.

A majority of the Directors may schedule additional meetings.

Notice must be sent to each Director 30 calendar days before a meeting of the Board of Directors.

Adjournment

A majority of the Directors present at a meeting of the Board of Directors may adjourn the meeting, whether or not a quorum is present, for up to fourteen calendar days.

Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, will not be necessary.

At an adjourned meeting for which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Actions

An action of the majority of the Directors at a meeting in which a quorum is present will constitute an action of the Board of Directors.

Actions of the Board of Directors must take the form of resolutions and must be included in the records of the Corporation.

Action without a Meeting

The Board of Directors may, without a meeting, take any action that would be permitted at a meeting if the action receives the affirmative vote of all of the Directors.

The action must be supported by the written or electronic consent of all of the Directors individually or collectively.

Any action taken under these provisions for action without a meeting is effective when all of the Directors have consented unless a different effective date is specified.

Any consent resolution that has not received affirmative votes from all of the Directors must be presented for a vote at the next meeting of the Board of Directors.

Neither the Bylaws nor the Charter of the Corporation can be amended without a meeting of the Board of Directors.

Voting

Each Director is entitled to one vote.

Proxy voting is not allowed.

Voting on all matters may be conducted by electronic mail, wiki software, or similar verifiable means.

Compensation of Directors

No Director may receive any salary or compensation for their services as Director or any service or benefit related thereto not provided to the general public.

Upon presentation of receipts or other appropriate documentation, Directors may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the Corporation.

Directors are entitled to receive reasonable fees for goods or services rendered to the Corporation in capacities other than as Directors.

Committees and Reserved Powers

By a majority vote, the Board of Directors may appoint any committee it deems necessary to help fulfill its functions.

The Board of Directors is empowered to promulgate regulations, rules, policies, user agreements, terms of use, and other such decisions that may be necessary for the continued functioning of the Corporation not inconsistent with these Bylaws.

Conflict of Interest Transactions

As used in this section, a "conflict of interest transaction" is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A director has an indirect interest in a transaction if another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction, or if another entity of which the director is a director, officer or trustee is a party to the transaction and the transaction is or should be considered by the board of directors of the corporation.

A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the corporation at the time it was entered into or is approved either (I) in advance by the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors, or (II) if the material facts of the transactions and the director’s interest were disclosed or known to the members and they authorized, approved or ratified the transaction. A conflict of interest transaction is so authorized, approved or ratified as follows:

By the directors, if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction; provided that a transaction may not be so authorized, approved or ratified by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking such action. A director may not participate in a vote to authorize a transaction in which the director has a direct or indirect interest.

By the Ordinary Members, if it receives a majority of the votes entitled to be counted. Votes cast by a director who has a direct or indirect interest in the transaction may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction hereunder. A majority of the Ordinary Members, whether or not present, that are entitled to be counted in a vote on the transaction hereunder constitutes a quorum for the purpose of taking action hereunder.

Officers

The Board of Directors will have a President, a Vice-President, a Secretary, and a Treasurer.

Any person may hold two or more offices except that the President may not also be Vice-President, Secretary or Treasurer.

Duties of Officers.

President

The President or Vice President will preside at all meetings of the Board.

The President will appoint Ordinary Members to standing and ad hoc committees subject to the approval of a majority of the Board of Directors.

All staff will be supervised by and accountable to the President of the Corporation until the Corporation employs an Executive Director.

The President will perform whatever duties the Board of Directors may from time to time assign.

Vice-President

The Vice-President will carry out the duties of the President when the President is absent or incapacitated.

The Vice-President will have the same power and duties as the President when acting in that capacity.

The Vice-President will perform whatever duties the Board of Directors may from time to time assign.

Secretary

The Secretary will have charge of such books, documents and papers as the Board of Directors may determine.

The Secretary must keep, or cause to be kept, a true and complete record of the meetings of the Board of Directors.

The Secretary must give, or cause to be given, notice of all meetings of the Board of Directors, the Annual Meeting of Members, and Special Meetings of Members.

The Secretary must keep, or cause to be kept, a record containing the names and contact addresses of all Directors, Ordinary Members, and Corporate Members of the Corporation.

The Secretary will, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and will perform other duties as the Board of Directors may prescribe.

Treasurer

The Treasurer will have custody of all funds, property, and securities of the Corporation subject to such regulations as the Board of Directors may impose.

The Treasurer must keep, or cause to be kept, full and accurate accounts of receipts and disbursements and must deposit, or cause to be deposited, all funds and other valuable effects of the Corporation in the name of and to the credit of the Corporation in a depository or depositories designated by resolutions of the Board of Directors.

Corporate funds may be deposited only in banks or institutions that are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.

The Treasurer must give to the President or the Board of Directors, whenever they require it, an account of transactions as Treasurer and of the financial condition of the Corporation and, subject to the control of the Board of Directors, must perform all duties incident to the office of Treasurer.

Election and Terms

The Board of Directors must elect the officers.

The term for each officer will be three years or until the expiration of the term of the Director who holds each office.

Staff

Hiring must be conducted in compliance with the nondiscrimination policy of the Corporation.

Immediate Family of Directors and Supervisors

The Corporation may not hire any employees who are members of the immediate family (spouse, grandparent, parent, brother or sister, son or daughter) of any Director, or of any person who will supervise the employee, unless the material facts of the relationship are disclosed in advance to the Board of Directors and a majority of the disinterested Directors authorizes the employment by resolution.

The terms of the employment must be fair to the Corporation as of the time it is authorized by the Board of Directors.

Executive Director

A majority of the Directors may authorize, by resolution, the employment of an Executive Director who will be accountable to the Board of Directors.

If an Executive Director is to be employed, the Board of Directors must, by resolution, establish his or her compensation, terms of employment, and duties.

The Executive Director will be responsible for managing the activities of the Corporation in accordance with the instructions of the Board of Directors.

Finance

Fiscal Policy, Fiscal Year, Budget, Financial Statements, and Audit

The Board of Directors must adopt and, from time to time, review a fiscal policy setting out a formal procedure that governs internal controls; the signing of checks; the obligation of funds; approval of contracts, leases, deeds and mortgages; and other significant aspects of the Corporation's fiscal operation.

The fiscal policy must assure that the Corporation will have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose.

Unless the Board of Directors resolves otherwise, the fiscal year for the Corporation will begin on first day of January and end on the thirty-first day of December.

The Board of Directors must prepare and adopt a budget at its first meeting each year.

The accounts of the Corporation must be audited annually by a Certified Public Accountant.

The Corporation must prepare an annual financial statement for distribution to the Directors, Ordinary Members, and Corporate Members during the Annual Meeting of Members.

Seal

The Corporation will not use a common seal.

The signature of the name of the Corporation by the President or a person authorized by resolution of the Board of Directors will be legal and binding as provided under Paragraph 8.4 of these bylaws.

Dissolution

The Corporation may be dissolved upon the approval by a two-thirds vote of the Directors or by a two-thirds vote of the Ordinary Members during the Annual Meeting of Members or a Special Meeting of Members.

Any distribution of the assets of the Corporation must be made in a manner consistent with the tax status of the Corporation at the time of dissolution.

Contracts, Loans, Checks, and Deposits

The Board of Directors may, by resolution, authorize any officer, agent, or employee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, unless otherwise restricted by law.

No loans may be contracted on behalf of the Corporation and no evidence of indebtedness may be issued in its name unless authorized by a resolution of the Board of Directors.

Unless so authorized by the Board of Directors, no officer, agent, or employee has any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation must be signed by the President or a person authorized by resolution of the Board of Directors.

All funds of the Corporation not otherwise employed must be deposited from time to time to the credit of the Corporation in such banks or institutions as the Board of Directors may authorize by resolution.

Authorization by a resolution of the Board of Directors may be ongoing or confined to a specific period of time or to a specific instance.

Fiduciary Duty and Conflicts of Interest

The Directors and the Board of Directors are under a fiduciary duty to the Corporation and must observe the relevant standard of care under the laws of Pennsylvania.

The Directors and the Board of Directors must make informed financial decisions and act in the best interest of the Corporation rather than in their own financial interests.

Conflicts of Interest

The term "conflict-of-interest transaction" refers to a transaction with the Corporation in which a Director has a direct or an indirect interest.

A Director has an indirect interest in a transaction if another entity in which the Director has a material interest or in which the Director is a general partner is a party to the transaction, or if another entity of which the Director is a director, officer, or trustee is a party to the transaction.

A conflict of interest transaction is not voidable, or the basis for imposing liability on the interested Director, if the transaction is authorized, approved, or ratified by the Board of Directors or the Ordinary Members of the Corporation:

The Board of Directors may authorize, approve, or ratify the transaction under these circumstances:

At the time of the transaction, it is, or was, fair to the Corporation;

The material facts of the transaction and the interest are disclosed or known to the Board of Directors;

The transaction is authorized, approved, or ratified by a majority vote of the Board of Directors who have no direct or indirect interest in the transaction; and

More than a single Director participates in the vote to authorize, approve, or ratify transaction.

The Ordinary Members may authorize, approve, or ratify the transaction under these circumstances:

The material facts of the transaction and the interest of the Directors are disclosed or known to the Ordinary Members when they authorize, approve, or ratify the transaction; and

The transaction is authorized, approved, or ratified by a majority of the Ordinary Members.

Indemnification

The Corporation must, except as provided in or limited by the Charter or these Bylaws, indemnify to the maximum extent permitted by law any person who was or is a party to any proceeding (other than an action by, or in the right of, the Corporation) by reason of the fact that he or she is or was a Director or Officer of the Corporation.

Expenses incurred by a Director or Officer in defending a civil or criminal proceeding may be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if he or she is ultimately found not to be entitled to indemnification by the Corporation.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the law of the relevant jurisdiction.

The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, trustee, officer, employee, or agent of another enterprise must be reduced by any amount such person collects as indemnification from the other enterprise.