Bylaws
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BYLAWS FOR WIKIMEDIA NORGE
This is a translation of Vedtekter. If there is any divergence between this translation and the original, the original takes precedence.
Adopted by the Founding Meeting, 23 June 2007
Updated by the General Assembly, 21 June 2008
Updated by the General Assembly, 19 April 2010
Updated by the General Assembly, 26 April 2012
Updated by the General Assembly, 26 April 2014
Updated by the General Assembly, 17 April 2015
Updated by the General Assembly, 7 April 2016
Updated by the General Assembly, 9 March 2019
Updated by the General Assembly, 6 March 2021
Updated by the General Assembly, 4 February 2023
Updated by the General Assembly, 10 February 2024
§ 1 Introduction
a) The name of the organisation is Wikimedia Norge, with the names Wikimedia Noreg (Norwegian Nynorsk) and Wikimedia Norga (Northern Sámi) having equal status.
b) Wikimedia Norge is a membership organisation.
c) Norwegian Bokmål, Norwegian Nynorsk, and Northern Sámi have equal status within the organisation. The bylaws must be available in four languages and language forms – Norwegian Bokmål, Norwegian Nynorsk, Northern Sámi, and English. The bylaws are translated from the Norwegian Bokmål version, which takes precedence if there are differing interpretations.
§ 2 Purpose
a) Wikimedia Norge's purpose is to strengthen Wikimedia projects, particularly in the Norwegian and Sámi languages, through:
- the collection of revenues through gifts and grants, and the distribution of these funds.
- participating in coordinating cooperation between the projects, and cooperating with third parties where this can serve Wikimedia projects.
- strengthening cooperation with Wikimedia projects in other Nordic countries, and internationally.
- promoting Wikimedia projects.
- being a consultation body for authorities and organisations regarding copyright issues and when the interests of the Wikimedia projects are affected.
§ 3 Membership
a) Membership is open to all who support the purpose of the organisation.
b) The Annual General Assembly sets the annual membership fee.
c) The board can suspend membership of any member deemed to be damaging the work or reputation of Wikimedia Norge. All formal decisions on expulsion are made by the Annual General Assembly, and appeals against such decisions must be filed with the Annual General Assembly. Suspended and expelled members do not have voting rights, as they are no longer considered members, and cannot hold any positions in Wikimedia Norge.
§ 4 The Annual General Assembly
a) The Ordinary Annual General Assembly of Wikimedia Norge is held annually before the end of April. The board decides the time, procedure and venue for the assembly.
b) The Annual General Assembly is announced on the organisation’s website no less than two months in advance, and by e-mail to all members at least five weeks in advance.
c) All members have the right to attend and to speak at the Annual General Assembly. The board can also invite observers, and these may be given the right to speak by decision of the Annual General Assembly.
d) Members who have paid their membership fees for the current year, and that have been members for at least one month before the Annual General Assembly, are entitled to vote. Members who are unable to attend the Annual General Assembly may send a proxy to vote on their behalf. The proxy may, but is not required to, themselves be a member with voting rights. A proxy appointment form must be submitted to the administration before the Annual General Assembly. No participant in the Annual General Assembly may have more than two votes.
e) Alle members with a right to vote have the right to submit proposals to the Annual General Assembly. Proposals must be submitted to the board at least three weeks before the Annual General Assembly. The agenda and supporting documents must be made public at least two weeks before the Annual General Assembly.
b) The Annual General Assembly is required to
- review and formally accept the assembly notice and agenda
- select a chairperson, a recorder of minutes, vote counters, and two minutes signatories
- review and formally accept
- the board's Annual Report
- the board approved Annual Accounts
- the Audit Report
- the Audit Committee's Report
- adopt an Annual Plan
- adopt the Annual Budget and membership fees
- consider submitted proposals
- carry out elections, as described in § 6.
g) On the demand of at least twenty members or of the board, an Extraordinary Annual General Assembly shall be called, in accordance with the rules for an Ordinary Annual General Assembly. The Extraordinary Annual General Assembly can only consider the agenda items that were given in the assembly notice.
§ 5 The Board of Trustees
a) The Wikimedia Norge Board of Trustees consists of five to seven members. In addition, one to three deputy members are elected by the Annual General Assembly.
b) The Board of Trustees consists of the Chairperson, the Deputy Chairperson and three to five additional Board Members. The Chairperson and the Deputy Chairperson are elected by the Annual General Assembly. Beyond this, the board constitutes itself.
c) The Chairperson and two ordinary Board Members are elected one year, and the Deputy Chairperson and the rest of the ordinary Board Members the next year. All Board Members are elected for two year terms, except when a shorter term is necessary to maintain the rotation described in this paragraph.
Deputy Board Members are elected for one year terms.
d) The management of the organisation is the responsibility of the board. The board must ensure proper organisation of operations.The board must present audited Annual Accounts for approval at the Annual General Assembly.
e) The Chairperson or the Deputy Chairperson can call a board meeting. The board holds a board meeting at least three times a year.
f) Decisions are made by an ordinary majority. The board has a quorum when at least half of its members with voting rights, including the Chairperson or Deputy Chairperson, are present. In the event of a tied vote, the Chairperson has a casting vote.
g) Staff are entitled to have an observer, elected by and from among the staff, present at board meetings. The observer has the right to speak and to present proposals, but has no voting rights and incurs no board liability. The staff representative withdraws from the board meeting when the board so decides, when personnel matters are being discussed, and when personnel policy is decided.
h) The Executive Director is entitled and required to attend board meetings. The Executive Director has the right to speak and to present suggestions, but has no voting rights and incurs no board liability. The Executive Director withdraws from the board meeting when the board so decides.
i) The Audit Committee is entitled to have an observer elected by and among the committee members, present at board meetings. The Audit Committee's observer has the right to speak and to present proposals, but does not have voting rights and incurs no board liability.
j) If, during the current period, the board loses members and ceases to have a quorum, the remaining board members must call an Extraordinary General Assembly to elect a new board.
§ 6 Elections
a) The Annual General Assembly elects a board as described in § 5a–c, a Nomination Committee as described in § 7b and an Audit Committee as described in § 8b.
b) Candidates should be announced two weeks before a regular election is held.
§ 7 Nomination Committee
a) The task of the Nomination Committee is to propose candidates for vacant elected positions, except positions on the Nomination Committee. The proposal is submitted to the board, which will present it to the Annual General Assembly.
b) The committee consists of at least three members of the organisation, who are elected for two-year terms. At least one member is elected each year, and the board proposes candidates for vacant positions on the committee.
c) Guidelines for the Nomination Committee are determined by the Annual General Assembly.
§ 8 Audit Committee
a) The task of the Audit Committee is to review the accounts and the work of the board for compliance with the organisation's bylaws.
b) The committee consists of at least two members of the organisation, who are elected for two-year terms. At least one member is elected each year.
c) The guidelines for the Audit Committee are decided by the Annual General Assembly.
§ 9 Amendments to the bylaws
a) Members with voting rights and the board may submit proposals to amend the bylaws to the Annual General Assembly, in accordance with § 4e.
b) Amendments to the bylaws require support from no less than two-thirds of the votes cast.
§ 10 Dissolution
a) Dissolution of Wikimedia Norge can only be considered at a regular Annual General Assembly. If dissolution is approved by at least three-quarters of the votes cast, an Extraordinary Annual General Assembly must be convened as described in § 4h. For dissolution to take effect, the decision must be reaffirmed at this meeting by a three-quarters majority. Should the organisation be dissolved, any remaining assets must be transferred to the Wikimedia Foundation.
b) To settle any claims against the organisation, the transfer of assets shall take place no earlier than six months after the resolution to dissolve is passed, provided all claims have been settled. If there are outstanding claims against the organisation, the transfer of any remaining assets shall take place no earlier than six months after all outstanding claims have been settled.
- Wikimedia Norge
- c/o Sentralen
- Postboks 183 Sentrum
- 0102 Oslo