Translated from Armenian into English
ARTICLES OF “WIKIMEDIA ARMENIA” SCIENTIFIC-EDUCATIONAL NON-GOVERNMENTAL ORGANIZATION
c. Yerevan 2012
- 1 General provisions
- 2 Article 2. Goals and objectives of the Organization
- 3 Article 3. Membership
- 4 Article 4: General Assembly
- 5 Article 5: The Board
- 6 Article 6: The Auditing Committee
- 7 Article 7: Branches
- 8 Article 8: Reorganization of the Organization, liquidation, and use of property in case of liquidations
- 9 Article 9: Amendment of the Bylaw
- 1.1 Wikimedia Armenia scientific-educational non-governmental organization (hereinafter referred to as “Organization”) is a non-commercial organization which does not pursue any goals of earning profits and does not distribute the obtained profits among its members. Due to the generalization of interests as envisaged by Law, the Organization embraced physical persons for the purpose of meeting their non-religious or non-material needs, protecting their and other people's rights and interests, providing financial and non-financial assistance to the society and its separate groups and engaging itself in other activities beneficial for the society.
- 1.2 The Organization shall operate in compliance with the Constitution, the Legislation and other normative acts of the Republic of Armenia, international treaties of the Republic of Armenia and the present Articles of Association.
- 1.3 The principles of the Organization's activity are legality, voluntary membership affiliation, legal equality of members, self-governing, joint leadership and publicity.
- 1.4 The Organization shall not pursue any political aims and shall not be affiliated to any party.
- 1.5 The Organization shall operate on the entire territory of the Republic of Armenia and foreign countries in compliance with the legislation of the given country.
- 1.6 The business language of the Organization shall be Armenian and English.
- 1.7 Logo of the Organization is the image, which are using by the Wikimedia Foundation and all Wikimedia chapters. Below of the image are written WIKIMEDIA ARMENIA or WIKIMEDIA HY.
- 1.8 The name of the Organization shall be
- in Armenian- «Վիքիմեդիա Հայաստան» գիտակրթական հասարակական կազմակերպություն
- in English - "Wikimedia Armenia" scientific-educational non-government organization
- 1.9 The Organization shall be located at: 1, Paruyr Sevak Street, Yerevan, 0014, Republic of Armenia.
- Articles of the Organization
Article 2. Goals and objectives of the Organization
- 2.1 To support knowledge and education in Armenia, create and disseminate open content.
- 2.2 To support pomotion of equal access to knowledge.
- 2.3 To support acquisition and distribution of open content in particular through different projects of Wikimedia Foundation.
- 2.4 To promote discussions and researches on social, cultural and practical aspects of open content.
- 2.5 To promote volunteer work for the achievement of above mentioned objectives.
- 2.6 To promote the implementation and dissemination of Wiki technologies in Armenia.
- 2.7 To organize Wiki conferences, hackatons.
- 2.8 To support the implementation of Wiki technologies in the education sphere.
- 2.9 To implement any other activities that are not violating legislation of RA and statutes of this Articles of Association.
Article 3. Membership
3.1. Admission of members
- 3.1.1 Any citizen of the Republic of Armenia or other foreign state, who wishes to participate in the activities of the Organization and accepts this Articles of Association, could become a Member of the Organization.
- (a) The founders of the Organization are members thereof from the date of registration in the Public Register.
- (b) A person who wishes to become member of the Organization shall submit a request to the Board.
- 3.1.2 A person between fourteen and eighteen years old, and if he/she is not acknowledged as incapable to work by the law, can become a member of the Organization by, upon his/her request and the written permission from the legal representative.
- A person below fourteen can become a member of the Organization upon the request and the written permission from the legal representative.
- 3.1.3 The decision on admission or non-admission of the applicant as a member of the Organization will rest with the Board. If the Board refuses to admit the applicant, he/she may lodge objection before the General Assembly.
- 3.1.4 During deliberations of the membership, the Board will take into account the contributions of the aplicant to Wikimedia Foundation projects and to the promotion of these projects.
3.2. Rights and Obligations of a member
- 3.2.1 A member of the Organization is entitled to attend and vote at every General Assembly and will have one vote at every voting. He or she is entitled to elect and be elected to the Board and the auditing committee; the right to elect and be elected has a person who is above 18 years.
- 3.2.2 A member of the Organization is entitled to take part in its activities and to enjoy its services, to present letters, suggestions and appeals to the managing bodies of the Organization for the improvement of the Organization works:
- (a) To receive full information on the activities of the Organization;
- (b) To freely leave the Organization;
- (c) To participate in the events of the Organization;
- (d) To appeal to the General Assembly in the manner prescribed by law in case of illegal activities of the President and the Board of the Organization․
- 3.2.3 A Member of the Organization is obliged to:
- (a) Care about the reputation of the Organization;
- (b) Execute all requirements of this Articles of Association, decisions of the Board and the managing bodies;
- (c) Pay admittance fee and monthly fees (if these fees are stated by the Board): the size and procedure of payment are decided by Board;
- (d) Perform all obligations thoroughly.
- 3.2.4 The Board may, with the approval of the General Assembly, prescribe a membership fee, the payment of which will be obligatory for all members.
- 3.2.5 A member who did not fulfill his or her duties or violated this Articles of Association could be subject to disciplinary actions taken by the Board or General Assembly of the Organization, which are: reprimand, revocation of the organization's membership.
- 3.2.6 Termination of the membership will not exempt the member from effecting payments due to the Organization immediately before the termination of his/her membership in respect of the period up to such termination.
3.3. Termination of a Membership
- 3.3.1 Membership in an Organization will terminate –
- (a) upon the death of a member;
- (b) upon leaving the Organization; written notification of leaving shall be submitted to the Board thirty days in advance;
- (c) upon revocation from the Organization.
- 3.3.2 The Board may decide to expel a member from the Organization on one of the following grounds:
- (a) the member has not paid the membership fees;
- (b) the member has failed to adhere to the instructions of this Articles of Association or decision of the General Assembly;
- (c) the member acts in conflict with the purposes of the Organization;
- (d) the member was found guilty of an infamous crime.
- (e) the member of the Organization two or more times hadn’t participated at The General Assembly meetings without good cause.
- 3.3.3 The Board may not expel a member of the Organization until he/she has been warned and given due opportunity to voice his/her claims before the General Assembly of the Organization and reasonable time to correct the offense, and the expulsion of the member should be prescribed by the sub-Section 3.3.2 (a), (b) or (c).
3.4. Communication to a Member
Any invitation, request, warning or other communication by the Organization to a member will be in writing and will be delivered to him/her personally or sent electronically or by ordinary mail to his/her address registered in the registry of members.
On the written application by member, the Organization will change his address registered in the registry of members.
Article 4: General Assembly
- 4.1 The General Assembly is the supreme body of the Organization, which has a right to make a final decision on any question related to the activities of the Organization.
- 4.2 The General Assembly meeting could be regular or extraordinary.
- 4.2.1 The regular General Assembly meeting is held once in two year.
- 4.2.2 Next General Assembly meeting is organized by the Board in the form of collecting the members of the Organization, or, in case of impossibility, by organizing participation of members via telecommunication means, keeping the minutes of the meetings.
- 4.3 The Board shall decide the date, time and place, as well as preliminary version of the General Assembly meeting agenda․
- 4.3.1 No later than 20 days prior to the date of the meeting the Board shall notify all members of the Organization and structures, by registered mail, or electronically, or through the mass media, or using any other notification means prescribed by the law.
- 4.4 Extraordinary General Assembly meeting of the Organization could be invited by the Board upon the (electronic) vote of one-third of the members of the Organization or the reasoned request of the Auditing Committee, on the agenda approved by the demanding party, no later than within 14 calendar days.
- 4.4.1 If the Board refuses to organize an extraordinary General Assembly meeting, the extraordinary meeting shall be invited by the demanding party, with an agenda of the Organization’s management resignation and election of new management body.
- 4.5 The questions of the General Assembly exclusive jurisdiction are:
- (a) To approve the Articles of Association, amend the bylaw and approve the new redaction of the bylaw.
- (b) To elect the managing and supervision bodies’ members of the Organization, change and dismiss them occur once in two year.
- (c) To approve the Organization activities and use of property reports.
- (d) To adopt decision on the Organization liquidation and reorganization.
- 4.6 The General Assembly can discuss issues and make decisions, if attended by the half of all members.
- 4.6.1 In case of no quorum at the General Assembly, in the next day a Board meeting will be called, to approve the date of the next General Assembly.
- 4.6.2 During the discussions and voting decisions are accepted by simple majority vote of all members of the organization for the questions of the exclusive jurisdiction of the General Assembly. The decisions for other questions are accepted by simple majority of the present or represented members.
- 4.6.3 A member of the organization can participate to the General Assembly through a proxy.
- (a) Any member, except a suspended member, has one vote at the general assembly. Each member can authorise another member to vote on behalf of the first mentioned member. A member can hold maximum two votes on behalf of another member (excluding his own vote).
Article 5: The Board
- 5.1. Number of Members
- 5.1.1 The number of the members of the Board shall be fixed by the decision of the General Assembly but shall not be less than three.
- 5.1.2 Number of the members of the Board shall be odd.
- 5.2. Period of Tenure
- 5.2.1 The Board will start working immediately after its election for a two years, until the next elections. Resigned Board members could be reelected to the new Board.
- 5.2.2 A member of the Board may resign at any time by written notice to the Board. A member of the Board will cease to hold office if he/she has been declared legally incapable to work or bankrupt.
- 5.3. Meetings of the Board
- 5.3.1 The Board may itself arrange the dates of its meetings, the organizational issue of quorum and procedures.
- 5.4. Decisions
- 5.4.1 The decisions of the Board will be accepted by a majority of the votes; if the votes are equally divided, then the proposal will be regarded as rejected.
- 5.5. Protocol
- 5.5.1 The Board itself will control its meetings and make sure that the protocols of its meetings are (online) pulished.
- 5.6. Right of Representation
- 5.6.1 The Board may empower two or more of its members to sign documents on behalf of the Organization which bind the Organization, and to perform on its behalf acts which are within the competence of the Board.
- 5.7. Treasurer
- 5.7.1. The Board will elect a Treasurer to the Organization.
- 5.7.2. The Treasurer will hold the checkbooks and the receipt books of the Organization.
- 220.127.116.11 Treasurer or the President confirm bank transactions and payments.
- 18.104.22.168 Large transactions (more than 200.000 AMD) must be confirmed both by the Treasurer and the President.
- 5.8. Secretary
- 5.8.1. The Board will elect a secretary of the Organization.
- 5.8.2. The Secretary of the Organization is responsible to convene Board meetings and General Assembly meetings in accordance with the provisions of this Articles of Organization, will comose the preliminary agenda of the meetings, and will be responsible for the protocols of the meetings and sending thereof to the Organization’s Registrar.
- 5.8.3. The Secretary of the Organization will hold the seal of the Organization.
- 5.9. President of the Board
- 5.9.1. The Board will elect a President to the Board of the Organization.
- 5.9.2. The President will sign all the protocols of the General Assembly and the Board of the Organization.
- 5.10. Voting in the Board
- 5.10.1 The Board makes decissions by voting; a decision is accepted by simple majority vote of the attendant members of the Board.
- 5.10.2. Voting in the meetings of the Board of the Organization may be conducted via power of attorney.
- 5.10.3. All members of the Organization and the members of the Audit Committee may attend all meetings of the Board of the Organization.
- 5.10.4. All the elected positions of the Organization are working with two years duration, until the next General Assembly meeting.
Article 6: The Auditing Committee
- 6.1 Auditing Committee shall be elected by the General Assembly for two years.
- 6.1.1 The Auditing Committee shall have three members.
- 6.1.2 A member of the Auditing Committee can not be a member of the Board at the same time or relative of any of the members of the Board.
- 6.2 The Committee will audit the implementation of decisions of the General Assembly and financial activities of the Organization.
- 6.3 Committee has a right to demand documents from other structures of the Organization on their work.
- 6.4 The Committee is reporting only to the General Assembly.
Article 7: Branches
- 7.1. Creation and organization of Branches
- 7.1.1. Upon decision of the General Assembly, the Organization can open branches and secure necessary conditions for their operation.
- 7.1.2 The Board of the Organization elects a committe which is reponsible for all activities necessary for the foundation of the new Branch.
- 7.2 Branches of the Organization have the same goals and objectives ad the Organization.
- 7.3 Branches of the Organization are reporting to the Board of the Organization.
Article 8: Reorganization of the Organization, liquidation, and use of property in case of liquidations
- 8.1. The Organization can be liquidated upon decision of the General Assembly or court.
- 8.2. The General Assembly forms a liquidation committee and, according to the procedure foreseen in the law, states the liquidation procedure and timeline. After the completion of the Organization liquidation and making obligatory payments, the remaining property shall be used for the implementation of the goals and objectives of the Organization, according to the General Assembly decision, and in case of non-possibility, transfer to the state budget.
- 8.3. The Organization can be reorganized upon decision of the General Assembly or court according to the procedure foreseen in the law.
Article 9: Amendment of the Bylaw
- 9.1 This bylaw can be amended if more than 50% of its all member agree.
- (a) In cases, when General Assembly convenes to make the amendment of Bylaw, the package of amendments shall be announced in advance.