Викимедиа:Bylaws

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Translation of the original Russian bylaws.

The following revision of the Bylaws was submitted to the Chapter Committee and approved by the Board of Trustees on May 24, 2008: http://meta.wikimedia.org/w/index.php?title=Wikimedia_Russia/Bylaws&oldid=940148
The most recent revision is the translation of the bylaws approved by the Russian authorities. It was approved by the Chapter Committee as well.



Approved by
the resolution of the Meeting of the Founders
Protocol #1
dated September «08», 2008





BYLAWS
of Non-commercial Partnership of promotion of distribution of encyclopedic knowledge
«Wikimedia RU»



Moscow, Russia
2008





1. General Provisions

1.1. The Non-commercial Partnership of promotion of distribution of encyclopedic knowledge Wikimedia RU, hereinafter referred to as «Partnership», is a non-commercial organization, established by sui juris citizens to assist its members in conducting activities aimed at achieving the goals specified in these Bylaws.

REMARK: When the Chapters Committee was discussing approval of the Bylaws, it pointed out that it had doubts about the word "encyclopedic". So we decided to remove it and try having the Partnership registered without it. Unfortunately, it was not accepted by the Russian authorities, which insisted that this word should be used in the name of the organization. However, law experts believe it is not going to restrict the organization's capacity to deal with projects other than Wikipedia itself. So we hope that the Chapters Committee will approve the amendments.

1.2. The Partnership shall conduct its activities in accordance with laws of the Russian Federation, the Civil Code of the Russian Federation, the Federal Law "On non-commercial organizations", and these Bylaws. The Partnership shall be guided in its activities by laws of the Russian Federation, these Bylaws and decisions taken by the regulatory bodies of the Partnership.

1.3. The Partnership shall have the right to engage in entrepreneurial activities that conform to the goals for which it has been set up.

1.4. The term of the Partnership's activities shall be unlimited.

1.5. The full name of the Partnership in the Russian language shall be: Некоммерческое партнерство содействия распространению энциклопедических знаний «Викимедиа РУ».

The brief name of the Partnership in the Russian language shall be: НП «Викимедиа РУ».
The full name of the Partnership in the English language shall be: Non-Commercial Partnership of promotion of distribution of encyclopedic knowledge Wikimedia RU.

1.6. The principal place of activities: Moscow

(REMARK: Initially, it was planned to have the organization registered in St. Petersburg, Russia. However, due to legal problems, such as the requirement that the founders must personally participate in the foundation meeting, and the fact that regulatory procedures related to activities of non-commercial organizations are less strict in Moscow, it was decided to move to Moscow.).

1.7. The founders of the Partnership shall be:

Volykhov Andrei Aleksandrovich
Votyakov Maksim Vladimirovich - REMARK: Maximaximax - ru.wikipedia bureaucrat and commons administrator
Ilinykh Sergey Alekseevich - REMARK: Wulfson - ru.wikipedia administrator, checkuser, arbiter
Kaganer Pavel Lvovich - REMARK: ru.wikipedia arbiter
Kozlovsky Stanislav Aleksandrovich - REMARK: ru.wikipedia administrator
Krakhotine Vyacheslav Aleksandrovich - REMARK: ru.wikipedia administrator, checkuser, oversight, arbiter
Leschina Sergey Gennadevich - REMARK: putnik - ru.wikipedia administrator
Medeyko Vladimir Vladimirovich - REMARK: Dr Bug - ru.wikipedia bureaucrat, checkuser
Motin Aleksandr Anatolevich
Privalko Yuri Nikolaevich - REMARK: Egor at ru.wikipedia
Semenik Maksim Gennadevich - REMARK: MaxSem - ru.wikipedia administrator and Wikimedia steward
Sigachyov Aleksandr Sergeevich - REMARK: Ajvol - ru.wikipedia administrator, oversight, arbiter

REMARK: The original Russian text below is based on Russian text of 7-FZ Federal Law of Russian Federation on Non-Commercial Organizations and traditional texts of bylaws of Russian non-commercial partnerships. Though it may look redundant, some of the law stipulations are traditionally reflected in bylaws.

2.1. The Partnership shall enjoy the legal person rights since the date of its state registration.

2.2. The Partnership shall have severalty in its ownership and shall be liable with this severalty for its obligations. In order to achieve its goals, the Partnership may in its name conclude agreements, acquire and exercise property and non-property rights, incur obligations, be a plaintiff and a defendant in court.

2.3. The Partnership shall have an independent balance sheet, it may in due course open bank accounts in Russian rubles and in foreign currency in accordance with established procedure, in banks and other credit institutions in the Russian Federation and abroad.

2.4. The Partnership shall have a round seal, containing its full name in the Russian language, its logo and indication of the place of its principal activities. The partnership shall have stamps, business forms with its name, its logo and other means of visual identity.

2.5. The Partnership may set up branches and open representative offices in the Russian Federation in accordance with the Russian legislation.

2.6. Branches and representative offices of the Partnership shall not be legal persons, they shall be vested with the property of the Partnership and shall operate on the basis of regulations approved by the Partnership. Records of the property of branches and representative offices shall be kept in separate balances and in the balance of the Partnership. Heads of branches and representative offices shall be appointed by the Director of the Partnership, and shall act on the basis of an issued power of attorney.

2.7. Branches and representative offices shall act on behalf of the Partnership. The Partnership shall be responsible for activities of its branches and representative offices.

2.8. In order to achieve the goals specified in these Bylaws, the Partnership may establish other non-commercial organizations and join associations and unions. The Partnership may participate in or otherwise cooperate with international or foreign public and non-commercial organizations.

2.9. The property transferred to the Partnership by its members shall be in the Partnership's ownership. Members of the Partnership shall not be liable for its obligations, and the Partnership shall not be liable for obligations of its members.

2.10. Interference of state, public or other institutions in the Partnership's activities shall not be allowed, unless explicitly authorized by law.

3. Activities of the Partnership

3.1. The Partnership has been set up in order to achieve the following goals:

  • assistance in creation, accumulation (collection and storage), development (updating, arrangement, structuring) and spreading of generally-available encyclopedic, educational, scientific, reference information and other knowledge in different languages, free for use by any persons (hereinafter referred to as «Knowledge»);
  • promotion of Knowledge (initiation and stimulation of public interest in Knowledge and in means of creation, development and spreading of Knowledge and access to it);
  • support for opportunities to access Knowledge and education for all individuals irrespective of their property or other status, organization of such access;
  • assistance in reflection of Knowledge accumulated by peoples of the Russian Federation in international projects for creation, collection, development and spreading of Knowledge;
  • assistance in creation, promotion, and utilization of information and other technologies facilitating creation, collection, development and spreading of Knowledge;
  • assistance in instrumenting laws and other regulatory acts facilitating creation, collection, development and spreading of Knowledge.

3.2. In order to achieve its goals, subject to the legislation and these Bylaws, the objects of activities of the Partnership shall be:

  • raising money on charitable basis for financing its work and programs;
  • spreading, popularizing, and supporting the spreading of works of various authors, licensed by the will of these authors or by law on conditions allowing any person to spread these works on a royalty-free basis by any means, including digital media or printed form;
  • providing assistance in acquiring rights for works of various authors for subsequent spreading on conditions allowing any person to spread these works on a royalty-free basis by any means, including ditital media or printed form;
  • spreading among general public the information about its activities using information literature, mass media, and other means of informing general public;
  • organizing and conducting conferences, seminars, round tables, meetings, briefings, forums, and providing for participation of its representatives (both Partnership members and other persons) in conferences, seminars, round tables, meetings, briefings and forums conducted by other organizations;
  • providing for the operation of systems for creation, collection, development and distribution of Knowledge, accessible via the Internet and other telecommunications media;
  • providing consultations and mutual coordination of its activities with other organizations whose goals and objectives are similar to those of the Partnership, including foreign ones;

REMARK: Explicit mention of Wikimedia Foundation, Inc. was removed due to the following: instrumenting a legally binding wording may result in a flat refusal to register the legal entity, and a requirement that a branch of the foreign non-commercial organization be registered, instead; it would also contradict the Foundation's requirement that local chapters should be legally independent entities. At the same time, a declarative wording would not make any practical sense, yet would significantly raise the chance of refusal to register the legal entity.

  • providing assistance in publishing activities, production and distribution of photographic and other products in accordance with the goals and objectives of the Partnership;
  • participating in activities of mass media in accordance with the Law of Russian Federation "On mass media";
  • protecting the rights and legitimate interests of creators and consumers of Knowledge by developing its own programs, and also by representing interests of its members in legislative and management bodies, public and international organizations;
  • submitting proposals to state and other bodies, aimed at improving their activities related to the goals and objectives of the Partnership;
  • submitting applications to state and other bodies, or directly to officials with claims, proposals, complaints, informing them about violations of law related to activities of the Partnership and its members, as well as about possible reasons for such violations;
  • rendering social and other assistance to its members and other persons, related to the areas of the Partnership's activities;

3.3. The partnership shall be allowed to organize and conduct other activities not prohibited under the current Russian law, which conform to the goals and objectives stipulated in these Bylaws.

3.4. The Partnership is not an educational institution. Activities of the Partnership may not be accompanied by final certification and issuing of certificates of education and (or) qualification. The Partnership may not conduct an educational process, i.e.

  • The Partnership may not implement one or several educational programs;
  • The Partnership may not provide for the care for and education of students or pupils.

Educational institutions are defined in art.12 of Russian Law «On education». Additional definition is done in order to avoid licensing under para 2 of the Regulations on licensing of educational activities.

4. Property of the Partnership

4.1. The property of the Partnership shall be formed by:

4.1.1. regular and lumpsum fees paid by its members (including founders);

4.1.2. voluntary property contributions and donations;

4.1.3. receipts from fulfilment of agreements in conformity with the objectives stipulated in the Bylaws;

4.1.4. income from the property of the Partnership;

4.1.5. income from sales of goods, works, services;

4.1.6. income from business operations;

4.1.7. income from operations with securities, dividends (income, interest) received from stock, bonds and other securities and investments;

4.1.8. other sources whose use is not prohibited by law.

4.2. The Partnership shall use the property transferred to it by its members, it shall purchase or lease property to organize and conduct its statutory activities.

4.3. The Partnership shall have a proprietary right for monetary funds and other property transferred to it by natural and legal persons in the form of fees, gifts, donations, under a will, or otherwise.

4.4. The Partnership may raise additional funding, including in foreign currency, donations and targeted financing from natural and legal persons, including foreign ones, subject to procedures established by Russian law.

4.5. The Partnership may have in its ownership buildings, facilities, equipment, appliances, monetary funds in roubles and in foreign currency, securities, other assets, capital stocks and circulating assets, whose value is shown on the Partnership's balance.

4.6. The Partnership may have in its ownership land plots and other property not forbidden by law.

5. Membership in the Partnership

5.1. Membership in the Partnership shall be open to sui juris citizens and (or) legal persons of the Russian Federation, as well as sui juris foreign citizens and (or) sui juris individuals without citizenship legally residing in the Russian Federation, unless otherwise specified in international treaties of the Russian Federation and federal laws.

REMARK: Though it contradicts practices existing in other Local Chapters, and also "Western common sense", a foreign citizen is not allowed to participate a Russian NCO unless he/she is legally residing in Russia. Moreover, according to the law's wording, it may be considered a violation if a foreign member leaves Russia, so that even participation of foreigners legally residing in Russia may mean certain risks for the organization.

5.2. Members of the Partnership shall include its founders and other sui juris natural and (or) legal persons of Russian Federation as well as sui juris foreign citizens and (or) sui juris individuals without citizenship legally residing in the Russian Federation, unless otherwise specified in international treaties of the Russian Federation and federal laws, who have joined it in accordance with the established procedures and who comply with provisions of these Bylaws.

5.2. All members of the Partnership, including its founders, shall have equal rights and incur equal obligations.

5.3. The procedure of accession to and retirement (expulsion) from the Partnership is defined in these Bylaws.

6. Rights and Obligations of Members of the Partnership

6.1. The members of the Partnership shall have the right to:

6.1.1. participate in managing the affairs of the Partnership;

6.1.2. receive information on the activities of the Partnership according to the procedure established by these Bylaws;

6.1.3. retire from the Partnership at their own discretion;

6.1.4. submit proposals for the agenda of General meetings of members of the Partnership;

6.1.5. apply to steering bodies of the Partnership on any issues related to its activities;

6.1.6. transfer property to the Partnership's ownership;

6.1.7. obtain, when retiring from the Partnership, part of its property or the cost thereof within the limits of the cost of the property transferred by members of the Partnership to its ownership;

6.1.8. obtain, in case of liquidation of the Partnership, part of its property left after settlements with creditors, or the cost thereof within the limits of the cost of the property transferred by members of the Partnership to its ownership;

6.2. Members of the Partnership shall be obliged to:

6.2.1. comply with these Bylaws;

6.2.2. participate in activities of the Partnership;

6.2.3. provide information required to settle issues related to the Partnership's activities.

6.3. A member of the Partnership who regularly fails to fulfil his/her obligations, or violates his/her obligations to the Partnership, or hampers normal activities of the Partnership by his actions or lack of action, may be expelled from the Partnership by a resolution of the General Meeting of the Partnership.

7. Procedures for Admission to and Retirement from the Partnership

7.1. The Partnership shall be open to admission of new members.

7.2. All persons sharing the goals of the Partnership, willing to actively work within the Partnership and complying with these Bylaws may become members of the Partnership.

7.3. New members shall be admitted by members of the Partnership at General Meetings, based on their application submitted to the Director of the Partnership, who shall present the applicant at the next General Meeting.

7.4. Membership in the Partnership may not be transferred to third parties.

7.5. Retirement from the Partnership shall be effected by submitting an application in writing to the Director of the Partnership. No later than three months after the application was submitted by the member, the Director shall:

7.5.1. determine the term of return of the property or the cost thereof within the limits of the cost of the property, transferred by this member to the Partnership, which may not be done earlier than the end of the current fiscal year;

7.5.2. settle other issues related to the Member's retirement from the Partnership;

7.5.3 after the above issues have been settled, the resolution on the member's retirement from the Partnership shall be approved at the next General Meeting.

8. Partnership Administration Procedures

8.1. The supreme regulatory body of the Partnership shall be the General Meeting of members of the Partnership.

8.2. The following issues shall be in exclusive competence of the General Meeting of the Partnership:

8.2.1. approval of amendments of the Bylaws (including approval of new revisions and addenda thereto);

8.2.2. decisions on priority fields of the Partnership's activities, principles of formation and utilization of its property;

8.2.3. formation of executive bodies of the Partnership and early termination of their powers;

8.2.4. approval of annual reports and annual accounting balances;

8.2.5. specification of amounts of admission and membership fee.

8.2.6. approval of the financial budget of the Partnership and amendments therein;

8.2.7. establishment of branches and representative offices of the Partnership;

8.2.8. participation in other organizations;

8.2.9. reorganization of the Partnership;

8.2.10. liquidation of the Partnership.

REMARK: The list of the competences is mostly copying the law, but it is traditionally done this way, in order to ensure that all major procedures are included in the bylaws.

8.3. Resolutions of General Meetings shall be approved by open voting:

  • concerning issues specified in paragraphs 8.2.1. - 8.2.8.: by a qualified majority (no less than 3/4 of the total votes of the members of the Partnership attending the General Meeting).
  • concerning issues specified in paragraphs 8.2.9. - 8.2.10.: unanimously by all the members of the Partnership.
  • concerning all other issues: by a simple majority (more than 1/2 of the total votes of the members of the Partnership attending the General Meeting).

REMARK: Though Article 17, para 5 of the Law on "Non-commercial organizations" refers to founders, it should be interpreted as reference to members.

8.4. Regular General Meetings of members of the Partnership shall be conducted at least once a year and no later than four months after the end of a financial year. General Meetings held before this date shall be considered extraordinary ones.

8.5. General Meetings of the Partnership shall be conducted in presentia.

REMARK: The Law on "Non-commercial organizations" does not allow general meetings to be conducted in absentia. Bylaws which contain such provisions were registered before the crackdown on NCOs in 2006. The authorities also do not approve of the use of powers of attorney.

8.6. A General Meeting of members of the Partnership shall be considered legally competent, and resolutions approved by it shall be considered valid if more than half of the members of the Partnership attend it.

8.7. Administration of current activities of the Partnership shall be carried out by the Director of the Partnership, who shall report to the General Meeting of the Partnership. The competence of the Director shall include all issues that do not fall under the exclusive competence of the General Meeting.

REMARK: The wording above is taken from the Law on "Non-commercial organizations".

8.8. The Director shall be elected by the General Meeting of the Partnership for a two-year term.

8.9. The Director has the right to:

  • act on behalf of the Partnership without a power of attorney, represent it in all bodies and institutions; conduct all business and legal transactions on behalf of the Partnership;
  • set the date and convene regular and extraordinary General Meetings of members of the Partnership;
  • enter into agreements, manage monetary funds and property of the Partnership, manage credits, issue powers of attorney for carrying out legal or actual activities;
  • open all kinds of bank accounts;
  • issue orders and instructions, binding upon the Partnership staff;
  • approve staffing structures, labor remuneration regulations, job descriptions and other regulations governing work conditions of the Partnership staff;
  • hire and dismiss employees of the Partnership, determine the amounts and terms of their labor remuneration, apply labor incentives and punishments;
  • within his limits of authority, perform all other acts required for achieving the goals of the Partnership.

8.10. The Director, within his limits of authority, shall:

  • ensure enforcement of the labor law and labor discipline;
  • be responsible for observation of labor safety and sanitary norms by employees of the Partnership;
  • ensure execution of valid resolutions of General Meetings of members of the Partnership;
  • organize bookkeeping and accounting of the Partnership, being responsible for its accuracy;
  • submit annual reports and annual accounting balances for approval by the General Meeting;
  • within his limits of authority, perform all other acts required for achieving the goals of the Partnership.

9. Control over Activities of the Partnership

9.1. The Partnership shall conduct accounting and statistical reporting in accordance with the laws of Russian Federation. The Partnership shall provide information on its activities to state statistical and tax authorities, to members of the Partnership, and other persons in accordance with the laws of Russian Federation.

9.2. As decided by the General Meeting of members of the Partnership, the financial and business activities of the Partnership may be audited on a contractual basis by an auditor (an individual or an audit organization).

9.3 The amounts and structure of receipts of the Partnership, as well as information on the amounts and structure of the property of the Partnership, its expenditures, the number and structure of staff, their labor remuneration, the use of voluntary labor of individuals in the activities of the Partnership shall not constitute a commercial secret.

9.4 Any and all documents listed in paragraph 9.3, as well as other official documents of the Partnership shall be subject to mandatory publication on the official publicly accessible website of the Partnership. In doing this, personal names, passport data, account numbers, signatures, stamps, and other data which constitute commercial secrets or personal data of individuals may be concealed.

10. Procedures of Reorganization and Liquidation of the Partnership

10.1. The Partnership may be reorganized on resolution of the General Meeting of members of the Partnership (as per paragraphs 8.2.9, 8.3) subject to procedures specified in effective laws of the Russian Federation. Reorganization may take the form of merger, affiliation, division, split-off or transformation. The Partnership may be transformed into a fund or an autonomous non-commercial organization.

10.2. The Partnership may be liquidated on resolution of the General Meeting of members of the Partnership (as per paragraph 8.2.10, 8.3), on decision of the court or other authorized bodies.

10.3. Members of the Partnership or the body that adopted the decision to liquidate the Partnership shall appoint a liquidation commission and establish the procedure and terms for the liquidation of the Partnership in accordance with the laws of the Russian Federation.

10.4. Since appointment of the liquidation commission, it shall take over administration of activities of the Partnership.

10.5. The liquidation commission shall place its notification of liquidation of the Partnership in mass media, setting forth the procedure and term for its creditors to lodge claims. This term may not be shorter than two months from the date of notification of liquidation of the Partnership.

10.6. On the expiry of the term set for creditors to lodge claims, the liquidation commission shall set up an interim liquidation balance, which shall be approved by the General Meeting of members of the Partnership or by the body that adopted the decision to liquidate the Partnership.

10.7. The property remaining after satisfaction of creditors' claims shall be subject for distribution among members of the Partnership according to their property contribution, which may not exceed the amount of their property contributions. The rest of the property, in excess of property contributions of members of the Partnership, shall be assigned to the goals for which the Partnership has been created, and (or) to charitable goals.

10.8. In the event of liquidation or termination of activities of the Partnership, all its documents (administrative, financial and business ones, on the personnel, etc.) shall be transferred to the successor in accordance with established procedures.

10.9. In the absence of a successor, all permanent records having scientific and historical value shall be transferred to the state archives. The records shall be transferred and sorted at the expense of the Partnership, in accordance with requirements of the archiving institutions.

11. Approval of amendments in the Bylaws

11.1. These Bylaws shall take effect upon state registration of the Partnership by a state authority in accordance with the procedures and within the terms specified by the current Russian law.

11.2. Amendments in the Bylaws of the Partnership (including approval of a new revision of the Bylaws or addenda thereto) shall take effect upon registration of the respective amendments (including new revisions, addenda) by a state authority in accordance with the procedures and within the terms specified by the current Russian law.

11.3. Amendments in the Bylaws (including approval of a new revision of the Bylaws or addenda thereto) shall take effect only if the respective amendments (including new revisions, addenda) are approved at a General Meeting of members of the Partnership by a qualified majority of the Partnership attending the General Meeting (according to paragraphs 8.2.1, 8.3).

11.4. If keeping the Bylaws unchanged may cause consequences that could not have been foreseen at the moment of foundation of the Partnership, a court shall have the right to amend it upon application from the Director of the Partnership or from the authority, which is entitled to supervise over the Partnership's activities.

12. Miscellaneous Provisions

12.1. The working language of the Partnership shall be Russian.

12.2. If any of the provisions of these Bylaws are found to be invalid or unenforceable, it shall not affect any other provisions. The invalid provision shall be replaced with a valid provision being as close in its legal value to the one being replaced as possible.

Источник — https://ru.wikimedia.org/w/index.php?title=Викимедиа:Bylaws&oldid=67510