- 1 Translation
- 1.1 §1 The association's name and purpose
- 1.2 §2 Membership
- 1.3 §3 Annual meeting of General Assembly
- 1.4 §4 Special meeting of the General Assembly
- 1.5 §5 Board
- 1.6 §6 Meetings of the Board
- 1.7 §7 Membership fee
- 1.8 §8 Auditors
- 1.9 §9 Financial year and year of activity
- 1.10 §10 Authority to sign for the association
- 1.11 §11 Amendment of the by-laws
- 1.12 §12 Dissolution
- 2 Legal Terms
This is a translation of the Bylaws for Wikimedia Sverige.
§1 The association's name and purpose
Wikimedia Sverige is a non-profit association based in Sweden, independent of political parties and religious affiliations. The association shall work towards making knowledge freely accessible to all humans, especially by supporting the projects of the Wikimedia Foundation. The association shall also work to spread knowledge about the these projects, promote their use, and support technology essential for them.
Membership in the association is open to every natural person or legal entity. Wikimedia Sverige welcomes residents of Sweden as well as persons living abroad. Anyone who declares that he or she wants to contribute in accordance with the purpose of the association, and who pays the association's membership fee, can become a member.
A member of the association can terminate his or her membership immediately by sending the board a written message. A member who has not paid his or her membership fee for two subsequent years is regarded as withdrawn, and shall be removed from the membership list.
A member who actively opposes the association may be expelled by decision of the Board.
§3 Annual meeting of General Assembly
Wikimedia Sverige's top decisionmaking body is the general assembly. The general assembly shall meet annually, after January 1 and before March 31. Notice of the general meeting must be sent to the entire membership at least six weeks before the meeting. Notice of the meeting must contain the time of the meeting and an agenda of the business to be conducted at the meeting.
Every member has the right to submit a motion to the general assembly. The motions shall be submitted to the Board and received no later than December 31, the year before the meeting. The Board shall write a summary of every motion and may make a recommendation to approve or reject the motion. The general assembly shall act on every motion that is submitted timely and contains at least one apparent demand.
Every member has one vote. All members of the association has the right to attend the meeting, to speak, and to make suggestions to the general assembly. The association's auditors also have the right to attend and speak at the general meeting. A member has the right to speak, but not the right to vote, on questions of the member's own liability or compensation. Natural persons cannot vote by proxy.
A decision of the General Assembly is made through simple majority of the casted votes, unless otherwise specified in these bylaws.
Membership on the Board, membership on the nominating committee and the function as auditor is open to every member who is a natural person.
The agenda of the annual meeting of the general assembly shall include all of the following:
- Call to order
- The establishing of an electoral register
- The election of an assembly presidium
- The election of vote counters and journal adjustors
- The question whether or not the assembly is auspicated in accordance with the bylaws
- Review and adoption of the agenda
- Annual report and economical report
- Audit report
- The question about the board's freedom from liability
- Activity plan
- Motions and propositions
- Membership fee/s
- The election of a chairperson
- The election of board members
- The election of two auditors and an alternate auditor
- The election of a nominating committee
- Other questions
Questions of major economical importance to the association or its members may be dealt with only if they were mentioned in the agenda included with the notice of the General Assembly; or if they are induced by matters included in the notice.
§4 Special meeting of the General Assembly
A special meeting of the General Assembly may be called at any time by written demand of any of the following:
- The auditors
- The Board
- 50% at least of the entire membership of the association
The written demand shall be delivered to the Board. Within two weeks of receipt of the demand, the Board shall send notice of the special meeting to the entire membership. If the Board fails to do so, the persons who have demanded the special meeting may send the notice. The meeting shall be held not later than five weeks from the date of receipt of the original demand. The notice shall comply with all the requirements of a notice of an annual meeting of the General Assembly, other than the date.
A question may be dealt with at the special meeting only if it was mentioned in the agenda included with the notice of the special meeting; or if it is induced by matters included in the notice of the special meeting.
The Board is the decisionmaking body of the association between meetings of the General Assembly. It is responsible for all ongoing activity of the association and may delegate part of this responsibility to individuals or groups. The board cannot delegate financial responsibility or the overbridging activity responsibility.
The board shall consist of an odd number of members; minimum 5 and maximum 13 persons.
The chair of the Board is Wikimedia Sverige's official representative. The board appoints within itself a treasurer and other needed positions. If a member resigns the rest of the board elects an acting board member, as a replacement for the resigned.
The board can elect one or a few co-opt board members. Members of the board so elected have the right to speak and make proposals at board meetings, and can be elected to hold a position within the board, but do not have a right to vote.
§6 Meetings of the Board
During the year of activity, the Board shall have at least four meetings, and keep minutes of those meetings. A meeting may be called by the Chair or by at least 50% of the Board members. A quorum of the Board is a simple majority of the number of current Board members and only applies when all board members have been warned of the meeting. A decision of the Board is made by a simple majority of the members present at the meeting. At board meetings, voting by proxy is not allowed. In the event of a tie vote, on all questions other than elections within the board, the vote of the Chair is decisive. In the event of a tie vote on an election within the board, the Chair shall break the tie by the flip of a coin or other device of chance.
§7 Membership fee
The fee for membership in the association is set by the General Assembly.
The auditors shall submit their written report at the annual meeting of the General Assembly. The report shall cover the association's financial activity and the board's administration during the previous financial year.
No later than four weeks before the annual meeting of the General Assembly, the auditors shall gain access to all documentation upon which the auditor's report will be based.
The auditors have the right inspect all documents of the Board and of the association as well as to appear at all regular and special meetings of the Board and of the General Assembly.
§9 Financial year and year of activity
Wikimedia Sverige's financial year and year of activity is the same as the calendar year.
§10 Authority to sign for the association
The Chair of the Board or the treasurer's signature legally binds the association.
§11 Amendment of the by-laws
The association's by-laws can only be amended at an ordinary meeting of the General Assembly, with simple majority of the casted votes. A 2/3 majority vote at two consecutive annual meetings is required for amendments regarding the association's name or purpose or rules about the amendment of the by-laws, as well as dissolution of the association.
A 2/3 majority vote at two consecutive annual meetings of the General Assembly is required for dissolution of the association. Upon dissolution, all assets of the association will be transferred to Wikimedia Foundation, Inc. (founded in 2003 in Florida, United States).
The following table of legal terms is provided to assist in the interpretation of these by-laws under Swedish law.
|enkel majoritet||simple majority|
|extra årsmöte||special meeting of the General Assembly|
|firmateckning||authority to sign for the association|
|fysisk person||natural person|
|juridisk person||legal entity|
|verksamhetsår||year of activity|
|årsmöte||annual meeting of the General Assembly|