Wikimedia Chapters Association/Charter

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Charter of the Wikimedia Chapters Association (WCA)

Preamble

Recognizing that:

the common vision of the Wikimedia movement is creating a world where every single human being can freely share in the sum of all knowledge,
this common vision must be realized primarily through the effort of motivated and empowered individuals,
supporting such motivation and enabling such empowerment is the fundamental purpose of the Wikimedia Organizations, which must therefore be able to grow into strong, capable, sustainable, and self-sufficient organizations,
openness, sharing, subsidiarity, solidarity, trust, plurality, effective teamwork, and collaboration form core principles of our movement,
diversity in language, culture, philosophy, and approach are an important asset of our movement,
nurturing the value and reputation of the Wikimedia movement is a shared responsibility that must be met by everyone in the movement and does not rest on any individual or any single entity alone,

we, the Wikimedia Organizations (chapters and thematic organizations), form the Wikimedia Chapters Association and adopt the following Charter.

Section A: The Association

Art. 1 [Purpose]: The purpose of the Association is

To further and represent the common interests of the Organizations within the Wikimedia movement;
To set, review, and enforce standards of accountability and participation among its members;
To facilitate the exchange of experiences, ideas, and knowledge within the Wikimedia movement;
To assist and support Organizations in their organizational development;
To develop common programs and projects;
and to serve as an umbrella organization for the Organizations in all other aspects not mentioned before.

Art. 2 [Values]: The Association values openness, transparency, and honesty about its mission, goals, policies, activities, governance, structure, funding and finances.

Art. 3 [Scope]: This Charter is binding on all activities of the Association, the bodies, institutions, and officers established under this Charter, and the member Organizations.

Art. 4 [Charter]: This Charter of the Association can be altered only by an explicit amendment to the text. For an amendment to become effective, it must be approved by a two thirds majority of votes in the Council.

Section B: The Council

Art. 1 [Purpose]: The Council has the power

to set its own rules and organize its own proceedings;
to determine the level of dues from the member Organizations, according to each Organization's financial status, so the level of dues should be affordable and reasonable to each Organization;
to set the annual budget;
to elect the Secretary-General and the Deputy Secretary-General;
to oversee the activities of the Secretariat;
to remove for cause, by a two-thirds majority vote, Members of the Secretariat.
to install additional principal officers if necessary;
to define the common interests of the member Organizations;
to take measures, such as setting up working groups or committees, creating positions, etc. as needed to fulfil the purpose of the Association;
to pass whatever resolutions necessary to carry out the powers vested in the Association.

Art. 2 [Funds] No funds may be disbursed unless authorised in the annual budget or individual resolutions passed by the Council. The Secretariat will publish a regular statement and account of its revenues and expenses at least once a year.

Art. 3 [Members]: The Council consists of its Members. Each Organization selects one Council Member, by announcement of the Organization to the Chair of the Council. Council Members serve for a term of two years. Each Council Member has one vote. The Wikimedia User Groups are invited to jointly appoint one Council Member.

Art. 3a [Temporary substitution of members]: Each Council Member may select a Substitute Council Member, who will be authorized to act as a Council Member at any meeting at which the primary Council Member is not present. The Substitute Council Member needs to be announced to the Chair by the Council Member before each meeting.

Art. 4 [Replacement of Council Members]: An Organization may replace their Council Member for the remainder of the term according to their internal procedures by announcing a replacement Council Member to the Chair of the Council. Council Members can be removed by the Council for severe misconduct with a two third majority vote. If an Organization leaves the Association the Council Member leaves the Council.

Art. 5 [Status of members]: Council Members are volunteers. They will be compensated by the Association only for expenses incurred in discharging the powers and duties of their office.

Art. 6 [Chair]: The Council elects from its own Members a Chair and a Deputy Chair.

Art. 7 [Majority decisions]: Unless otherwise specified, the Council decides by simple majority, meaning more votes pro than votes contra. The quorum to conduct business is half of all Council Members.

Art. 8 [Transparency]: The Council conducts its business in public and publishes minutes of its meetings, votes, etc., unless the subject matter requires confidentiality. The council makes a commitment to multilingual engagement in its internal and external communication.

Art. 9 [Meetings]: The Council meets at least once every year, and decides itself the method, date, time and place of meeting by majority. Other activities happen online or by other appropriate means. The convocation of the Council is the task of the Chair. One fifth of the Council Members can call for a meeting.

Section C: The Secretariat

Art. 1 [Purpose]: The Secretariat performs the executive powers of the Association.

Art. 2 [Composition]: The Secretariat may consist of the Secretary-General, the Deputy Secretary-General and other Members. The Secretary-General and the Deputy Secretary-General serve for a term of two years.

Art. 3 [Election]: The Secretary-General and the Deputy Secretary-General will be elected by the Council. The other Members of the Secretariat are appointed by the Secretary-General, with the consent of the Council.

Art. 4 [Compensation]: The Members of the Secretariat are compensated by the Association for expenses incurred in discharging the powers and duties of their office. They will also receive a compensation for their services, the amount of which will be determined by the Council and which will neither be increased nor decreased during the period for which they have been elected. They may not receive any other compensation from the Association, the Wikimedia Foundation, or any Organization.

Art. 5 [Incompatibility]: A Member of the Secretariat cannot be a Council Member or hold a position in an Organization or in the Wikimedia Foundation.

Art. 6 [Activities]: The Secretariat reports to the Council on the Association's activities and has the right to submit proposals for Council resolutions.

Section D: The Organization

Art. 1 [Admittance]: Every organization that has been recognized as a Wikimedia Organization is eligible to become a member of the Association and may join by formal request.

Art. 2 [Rights, Duties and Obligations]: Upon joining the Association, the Organization accepts all rights, duties, and obligations for member Organizations that may arise under this Charter.

Art. 3 [Withdrawal]: A member Organization may withdraw from the Association at any time.

Art. 4 [Sanction]: If a member Organization severely fails to fulfil its duties or obligations or loses its recognition as a Wikimedia Organization, the Council, by a two thirds majority vote, may sanction the Organization up to and including its removal from the Association.

Section E: The Auditors

Art 1 [Task]: The Auditors guarantee that the resources of the Association are used according to the mission and that transparency is maintained.

Art 2 [Appointment]: The Auditors are appointed by the Council for a term of two years. They cannot be members of the Council or the Secretariat or hold positions in a member Organization of the Association or the Wikimedia Foundation.

Section F: Transitional provisions

Art. 1 [Ratification]: This Charter has been agreed on in Berlin, on March 31th, 2012. The Association will be established if at least nine Wikimedia Organizations accept this Charter.

Art. 2 [Organs]: In an initial period before the first meeting of the Council, the provisions for the organs of the Association can differ from the rules in this Charter.