The bylaws of Wikimedia Suomi

The bylaws in Finnish

1§ Name, domicile, and sphere of activity

The Finnish name of the association is Wikimedia Suomi ry. Internationally, the English name "Wikimedia Finland" is used. The association is based in Helsinki and its sphere of activity is the whole country of Finland.

2§ Languages

The language used by the association is Finnish.

3§ Purpose and activity

The purpose of the association is to support and promote the use and public awareness of Wikipedia, the online encyclopaedia, and other projects maintained by the Wikimedia Foundation. It shall also support and promote the creation and distribution of free content in Finland.

The association fulfills its mission by acting as a network for users of Wikipedia and its sister projects; and by organizing presentations, festivities and other similar events, and by promoting the activities that correspond to its aims by other means.

The association may be a member of other domestic and foreign organizations whose aims align with those of the association.

To advance its purpose the association

• organizes festive occasions, meetings, events for the general public, study groups and other activities,
• issues publications,
• collects membership fees, may receive bequests and endowments, and
• may hold securities, fund its operations by organizing activities, and may in the normal course of things set up the kind of games of chance (chiefly raffles) which Finnish law has specified legal for charitable societies without petitioning for a permit.

4 § Members

Anyone who endorses the purpose and bylaws of the association may join as a member. Members are accepted on application by the board of the association.

The board may accept as supporting member a private person, a registered association or other legal person, who (or which) wishes to support the association.

5 § Relinquishing membership and the expulsion of a members

A member has the right to relinquish membership of the association by giving notice in writing to the board or its chairperson or by declaring they are relinquishing their membership in a meeting of the association so that it can be officially recorded in the minutes.

The board may expel a member from the association if the member has neglected to pay his membership fee arrears or otherwise neglected the duties he has committed to by joining the association, or has significantly damaged the association by his action within or outside the association, or does not fulfil the membership requirements as defined in the bylaws or in law.

6 § Membership fee

The amount of the annual membership fee and fee of entry required of an ordinary or supporting member are both decided by the annual general meeting separately.

7 § Board of Directors

The affairs of the association shall be tended to by the Board of Directors, who shall consist of the Chair elected at the annual meeting and 4 to 8 other ordinary members. The Board shall elect from its number a vice chair and pick either from its own number or from elsewhere a secretary, a treasurer and other applicable officers. The board shall be elected for a term of one year.

The purpose of the Board is to:

• govern the association's activities within these bylaws and according to the motions accepted at the general meetings of the association and to implement the accepted motions
• issue initiatives and proposals to achieve the aims of the association
• represent the association and to speak on its behalf
• admit members, affirm relinquishing of membership, and expel members
• prepare and present motions offered at association general meetings and to convene the general meetings
• keep records of membership of the association and administer the property and funds of the association
• pick and dismiss the officers of the association and to decide upon their remunerations within the framework of the budget
• resolve all such day to day affairs of the association which are not the responsibility of the general meetings of the association

The Board of Directors shall convene by invitation of the Chair or, while he is indisposed, by the invitation of the vice-chair, when they consider it necessary or when at least half of the the members of the Board of Directors require it.

The Board of Directors has quorum and is competent to accept motions when at least half its members, including either the Chair or vice-chair, are present. Votes shall be by simple majority. In case of a tie, the vote of the Chair shall be decisive, except in the case of elections, wherein the tie shall be broken by lot.

In the meetings of the Board of Directors all members of the association have a right to be present and to speak.

8 § Signing the name of the association

The name of the association is co-signed by any two of the following officers: the chair of the board, the vice-chair, secretary or treasurer.

9 § Fiscal year and auditing

The fiscal year of the association is a calendar year.

Annual Accounts and other required documents and the Annual Report by the Board must be given to the auditors by the end of February. Auditors must give their audit report to the board by the end of March.

10 § General meetings of the association

The annual general meeting of the association is held in the period of September to December inclusive, on a date decided by the board. Extraordinary general meetings are held when necessary, at the discretion of the board, or if a qualified minority of at least one tenth (1/10) of the members of the association, who are eligible to vote, present a binding petition in writing for a meeting to address a specific motion. The general meeting must be held within 60 days from when the binding petition is presented to the board.

In the general meetings of the association every ordinary member has one vote. Supporting members have the right to speak and be present in meetings of the association.

The general meeting shall accept the motion which received a simple majority of the votes given, unless otherwise specified in the bylaws. In the case of a tie, the chair has the tie-breaking vote, except in the case of elections - wherein ties are broken by lot.

11 § Invitations to convene

The board must issue the invitations to convene a general meeting of the association at least 14 days before the general meeting convenes; either personally by e-mail, or by mail using the address supplied by the member, and by additionally announcing the general meeting on the homepage of the association.

12 § Annual general meeting

The association's annual general meeting shall conduct the following business:

1. convening the meeting
2. electing a Chair to preside over the meeting, a secretary, two officers to verify the minutes and if necessary two officers to tally votes
3. declaring the meeting to have been legally convened and being competent to accept motions
4. adopting the agenda of the meeting
5. accepting Annual Accounts, the Annual Report and the Audit
6. affirming the Audit and discharging the Board and other responsible parties from liability
7. adopting the Annual Plan for the next year, the Budget and the amount of the fee of entry and annual membership fees
8. electing the Chair of the Board of Directors and the ordinary members of the Board
9. choosing one or two ordinary auditors and one deputy auditor for each ordinary auditor
10. other motions mentioned in the convening invitation.

Should an ordinary member of the association wish to offer a motion at the annual meeting of the association, they will have to notify the board in writing in such ample time that notification of the motion can be added to the invitation to convene the meeting.

13 § Amending the bylaws

A motion to amend the bylaws will be accepted only in a general meeting of the association and must satisfy a supermajority of at least two thirds (2/3) of the given votes. Notice must be given in the letter of invitation to convene a general meeting when amending the bylaws is business of the general meeting.

14 § Dissolution of the association

In the case of the association being dissolved, the funds of the association shall be used in a manner that will further the aims of the association in a fashion which the general meeting deciding the dissolution shall define. If terminated through legal action, its funds shall be used in a like fashion.

The motion to dissolve the association has to be a accepted in a general meeting and ratified in a general meeting at least one full month separated from the first. Both the initial motion to dissolve and the motion to ratify the dissolution must gain a supermajority of 4 out of 5 votes to be accepted. The invitation to convene the general meeting has to say explicitly that the dissolution of the association shall be business at the general meeting.