Bylaws

Bylaw of the "Wikimedia Community User Group Georgia". Approved by the National Agency of Public Registry of the Ministry of Justice of Georgia on August 13, 2019.

---

Approved by
the signature of Founders
dated August 13, 2019.

BYLAWS
of Non-Entrepreneurial (Non-Commercial) Legal Entity
„Wikimedia Community User Group Georgia“



Tbilisi, Georgia
2019

Article 1

General Provisions of the Organization

1.1. Wikimedia Community User Group Georgia (hereinafter referred to as the "Organization") is a non-entrepreneurial (non-commercial) legal person established under the Civil Code of Georgia.

1.2. Full name of a non-entrepreneurial (non-commercial) legal person:

A) In Georgian: არასამეწარმეო (არაკომერციულ) იურიდიული პირი „ვიკიმედიის მომხმარებელთა საქართველოს ჯგუფი“.

B) In English: Non-entrepreneurial (non-commercial) legal person “Wikimedia Community User Group Georgia”.

C) Short name in English: "Wikimedia UG Georgia".

1.3. Legal address: Georgia, Tbilisi, Zgvisubani Settlement, Micro/District XI, Quarter I, Building 7, Apartment N11.

1.4. The founders of the organization are:

• Mehman Ibragimov
• Mikheili Chabukashvili
• Jaba Labadze
• David Asriashvili
• Mikheil Chkhikvadze

1.5. Wikimedia Community User Group Georgia email address is: kawikimedia@gmail.com.

Article 2

Legal Provisions of the Organization

2.1. The Organization shall enjoy the legal person rights since the date of its state registration.

2.2. The Organization shall have severalty in its ownership and shall be liable with this severalty for its obligations. In order to achieve its goals, the Organization may in its name conclude agreements, acquire and exercise property and non-property rights, incur obligations, be a plaintiff and a defendant in court.

2.3. The Organization shall have an own balance sheet and the right to open accounts, including currency accounts, in banks and other credit institutions in the Georgia and abroad.

2.4. The organization shall have a round stamp containing the full name in Georgian and in English, its emblem and location, as well as the identification code. The organization has stamps, forms with its own name, it's own emblem and other means of visual identification.

2.5. The organization may set up branches and open representative offices in the Georgia in accordance with the Georgia legislation.

2.6. The branches and representations of the organization are not independent legal entities. They only use partnership-owned property and operate under the organization bylaw. The assets of the organization branches and representations are accounted for separately and on the balance sheet of the organization. The heads of branch and representative offices are appointed by the Chairperson of the Organization, with the consent of the Board of Trustees, and act on the basis of the authority given.

2.7. Branches and representative offices shall act on behalf of the organization. The organization shall be responsible for activities of its branches and representative offices.

2.8. The "Wikimedia Community User Group Georgia" is independent of the status of its members, as well as of its management and representatives. The responsibility of the organization is limited to its property. Members of the "Wikimedia Community User Group Georgia" shall not be liable for its obligations, as well as its management and representatives. Also, the "Wikimedia Community User Group Georgia" is not responsible for the obligations of its members, as well as of its management and representatives.

2.9. In order to achieve the goals specified in these Bylaws, the organization may establish other non-commercial organizations and join associations and unions. The organization may participate in or otherwise cooperate with international or foreign public and non-commercial organizations.

2.10. Interference of state, public or other institutions in the "Wikimedia Community User Group Georgia's" activities shall not be allowed, unless explicitly authorized by law.

2.11. The Organization is authorized to carry out subsidiary entrepreneurial activities, the proceeds of which shall be used to realize the goals provided for in this Bylaws.

2.12. The "Wikimedia Community User Group Georgia" can alienate property, if it serves the organization's activity, organizational development, promotion of its goals.

Article 3

Goals of the organization

3.1. The main goals of the "Wikimedia Community User Group Georgia" are:

3.1.1. Encourage the creation, accumulation (collection and storage), development (updating, systematization, structuring) and dissemination (hereinafter "Knowledge") of any encyclopedic, educational, scientific, reference information and other knowledge generally available and permitted.

3.1.2. Promotion of Knowledge (initiation and stimulation of public interest in Knowledge and in means of creation, development and spreading of Knowledge and access to it).

3.1.3. Promote access to knowledge and education for all citizens, regardless of their social or other status, to organize such access.

3.1.4. Assistance in reflection of Knowledge accumulated by peoples of Georgia in international projects for creation, collection, development and spreading of Knowledge.

3.1.5. Promotion of Knowledge creation, accumulation, development and dissemination, as well as the use of information and other technologies.

3.1.6. Assist in the preparation of laws and other normative acts that promote knowledge creation, accumulation, development and dissemination.

3.2. In order to achieve its goals, subject to the legislation and these Bylaws, the activities of the Organization are:

3.2.1. Fundraising on a charity basis to fund organization work and programs.

3.2.2. Spreading, popularizing, and supporting the spreading of works of various authors, licensed by the will of these authors or by law on conditions allowing any person to spread these works on a royalty-free basis by any means, including digital media or printed form.

3.2.3. Providing assistance in acquiring rights for works of various authors for subsequent spreading on conditions allowing any person to spread these works on a royalty-free basis by any means, including digital media or printed form.

3.2.4. Informing the public about the organization's activities, through sources of information literature, mass media, social networks and other public information sources.

3.2.5. Organizing conferences, seminars, meetings, briefings, camps, competitions and other events, as well as organizing (facilitating) conferences, seminars, meetings, briefings and forums organized by other organizations (both Organization members and other persons).

3.2.6. Ensure the activities available for the creation, collection, development and dissemination of knowledge through the Internet and other telecommunications systems.

3.2.7. Cooperate and coordinate with other organizations, including foreign organizations, that share similar goals and views.

3.2.8. Promotion of publishing activities, promotion of production and distribution of photographic and other products in accordance with the goals of the organization.

3.2.9. Protecting the rights and legitimate interests of knowledge creators and users by developing their own programs, as well as representing the interests of its members in legislative and administrative bodies, NGOs and international organizations.

3.2.10. Submitting proposals, suggestions and initiatives to state and other bodies to improve their performance in relation to the goals and objectives of this organization.

3.2.11. Submitting applications to state and other bodies, or directly to officials with claims, proposals, complaints, informing them about violations of law related to activities of the Organization and its members, as well as about possible reasons for such violations.

3.2.12. Provide social and other assistance to members of the organization and other persons related to the Organization's field of activity.

3.3. In order to achieve its goals, the Organization is authorized to carry out other activities that are not prohibited by the current legislation of Georgia and are consistent with the goals of the Organization as provided for in Article 3.1 of this Bylaws.

Article 4

Property of the Organization

4.1. Organization property is formed by:

4.1.1. Regular and lumpsum fees paid by its members (including founders).

4.1.2. With voluntary donations.

4.1.3. With grants from local, foreign and international organizations.

4.1.4. Revenue from the organization's property.

4.1.5. Income from auxiliary entrepreneurial activities.

4.1.6. Income from sales of goods, works, services.

4.1.7. From other legal proceeds.

4.2. An Organization uses, acquires, or rents property to organize and conduct appropriate activities.

4.3. The Organization owns property, cash and other property that has been given to it by individuals and legal entities as a gift, donation, inheritance or otherwise.

4.4. The Organization may have in its ownership buildings, facilities, equipment, appliances, monetary funds in Georgian Lari (GEL) and in foreign currency, securities, other assets, capital stocks and circulating assets, whose value is shown on the Organization's balance.

4.5. The property of an Organization may be used for the implementation of its Bylaws goals.

Article 5

Membership, Member's rights and Responsibilities

5.1. The member of the Organization may be an adult citizen of Georgia and/or a legal entity, as well as an adult citizen of a foreign country and/or a non-resident adult citizen of Georgia legally residing in Georgia, unless required by the laws of Georgia.

5.2. Members of the Organization shall include its founders and other an adult citizen of Georgia and/or a legal entity, as well as an adult citizen of a foreign country and/or a non-resident adult citizen of Georgia legally residing in Georgia, unless required by the laws of Georgia, who have joined it in accordance with the established procedures and who comply with provisions of these Bylaws.

5.3. All members of the Organization, including the founders, have equal rights and responsibilities.

5.4. The procedure of accession to and retirement (expulsion) from the Organization is defined in these Bylaws.

5.5. The Organization is open for new members.

5.6. Members of the Organization may be those who share the goals of the organization, are willing to work actively within the Organization and recognize its Bylaws.

5.7. The new member of the Organization is accepted by the Members of the Board of Trustees, based on their application submitted to the Chairman of the Board of Trustees, which represents the applicant at the closest meeting of the Board of Trustees from the date of submission of the applicant.

5.8. A new member of the Organization is elected by a majority of the Board of Trustees (50%+1).

5.9. Membership in the Organization may not be transferred to third parties.

5.10. Retirement from membership of the organization is done by submitting a written statement to the Chairman of the Board of Trustees.

5.11. Voluntary transfer of property by the member to the Organization, including cash and membership fees, shall not be refunded if the member leaves the Organization.

5.12. The applicant's (member) decision to leave the organization will be confirmed at the nearest Board of Trustees meeting.

5.13. The Board of Trustees decides to exclusion a member from the Organization by a majority vote (50%+1).

5.14. A member may be excluded from the Organization in the following cases:

5.14.1. If a member of the Organization violates this Bylaws.

5.14.2. If a member of the Organization by its actions impedes the Organization from accomplishing its goals and activities.

5.14.3. If the member of the Organization doesn't perform activities as provided by this Bylaws.

5.15. Organization members have the right to:

5.15.1. Participate in the activities of the Organization, as part of the General Forum of the Organization.

5.15.2. Receive information on the activities of the Organization in accordance with the procedure established by this Bylaws.

5.15.3. At their discretion, leave the membership of the Organization.

5.15.4. Address the governing bodies of the Organization (General Forum, Board of Trustees and Chairperson) on any matter related to the Organization's activities.

5.15.5. Submit a proposal to a General Forum of members of the Organization.

5.15.6. Transfer of property for the Organization.

5.16. The members of the Organization are obliged to:

6.16.1. Comply with and carry out by the provisions of this Bylaws.

6.16.2. To participate in the activities of the Organization.

6.16.3. Provide all necessary information required to settle issues related to the Organization activities.

Article 6

Governing Bodies of the Organization

6.1. The Governing Bodies of the "Wikimedia Community User Group Georgia" are:

6.1.1. "General Forum of Members of the Wikimedia Community User Group Georgia" (hereinafter referred to as "General Forum").

6.1.2. "The Board of Trustees of the Wikimedia Community User Group Georgia" (hereinafter referred to as "Board of Trustees").

Article 7

General Forum

7.1. The main Governing Body of the Organization is a General Forum, whose members are all registered members of the Organization and which convene at least once a year.

7.2. The exclusive competence of the General Forum of the Organization includes:

7.2.1. Amendments to the Bylaws of the Organization and their approval (including approval of a new version of the Bylaws and approval of additions to the existing one).

7.2.2. Formation of the Governing Bodies of the Organization, early termination of their members' membership (applies only to term members of the Board of Trustees).

7.2.3. Decision about reorganization of the Organization.

7.2.4. Liquidation of the Organization.

7.3. The decisions of the General Forum of the Organization are taken by open voting. Also, each member has one vote. Voice transmission is not allowed:

a) concerning issues specified in article 7.2.1. – by a qualified majority (3/4 of the total number of members attending the General Forum).

b) concerning issues specified in articles 7.2.3. and 7.2.4 – decision shall be taken unanimously by all the members attending the General Forum.

g) other decisions of the General Forum are made by a simple majority of votes (1/2 of the total number of members attending the General Forum).

7.4. Extraordinary General Forum may be convened – by the written request of 1/3 of the members of the General Forum or by the initiative of the Board of Trustees.

7.5. All members of the General Forum must be notified in writing, by text, e-mail, or other communication and must post on the official Wikimedia blog, at least one week before the forum, with an agenda and meeting place.

7.6. A General Forum is authorized if it is attended by 1/2 of the members of the Organization.

Article 8

The Board of Trustees of the Organization

8.1. The Governing Body of the Organization is the Board of Trustees, which manages the Organization's activities.

8.2. The Board of Trustees consists of 5 permanent members and 3 non-permanent members elected for two years.

8.3. Permanent members are the Founders of the Organization as well as those who, by the decision of the current permanent members (50%+1 by a majority vote of the permanent members), are elected as permanent members.

8.4. If a permanent member of the Board of Trustees leaves the Board of Trustees and/or Organization, he/she ceases to be a permanent member of the Board of Trustees and may be re-elected as a permanent member by the decision of the current permanent members (50%+1 of the majority of the permanent members), in other cases he/she may be elected as a Board of Trustees non-permanent member, 2-year term.

8.5. The non-permanent members of the Board of Trustees are elected by the General Forum for a term of two years based on the decision of the General Forum. They are elected by the General Forum provided for by this Bylaws (7.3., 7.6.).

8.6. The activity of the Board of Trustees is governed by the Chairman of the "Wikimedia Community User Group Georgia", who are elected by the members of the Board of Trustees from among the Board Members for a term of three years (50%+1 of full members vote).

8.7. The Chairman of the Organization, there is also a Chairman and a Member of the Board of Trustees.

8.8. Board meetings are held as needed. The Board of Trustees convenes on Chairman own initiative or at the request of at least one-third of the Board Members.

8.9. The Remote (Internet) Conference of the Board of Trustees is held once a month. Date and exact time the members set up collegially in advance.

8.10. The Board of Trustees is authorized if it is attended by more than half of its members (50%+1). The decision of the Board of Trustees shall be made by consensus. If no consensus is reached, voting is held. In the case of voting, the decision shall be taken by a majority of votes (50%+1). In the case of a split vote, the opinion of the Chairman of the Board of Trustees is crucial.

8.11. The competence of the Board of Trustees is:

8.11.1. Determining the Organization's strategy, main direction of activities.

8.11.2. Approval of budget and expenses.

8.11.3. Develop and approve key areas of the Organization's activities, plans, budgets and targeted programs.

8.11.4. Create working groups as necessary, select their coordinators and dismiss them.

8.11.5. Listening to reports of persons elected and appointed by the Board of Trustees.

8.11.6. Acceptance of members into the Organization.

8.11.7. Submission of amendments to the Bylaws of the Organization and present draft to the forum for approval.

8.11.8. Elect of the Chairman of the Board of Trustees for a term of 3 years.

8.11.9. Dismissal of the Chairman of the Board of Trustees (3/4 of the total number of the Board Members).

8.11.10. Opening branches and representative offices.

8.11.11. Determination of membership fee.

8.11.12. Participation in other Organizations.

8.11.13. Electing a representative at local and international events, conferences and other meetings.

8.11.14. Resolution of other matters that are not within the competence of the General Forum and other Governing Bodies under this Bylaws.

8.12. Until the Members of the Board of Trustees are elected by the General Forum, the Members of the Board of Trustees are the Founding Members of the Organization (Permanent Members).

Article 9

Chairman of the Organization

9.1. The sole representative authority of the Organization is vested for the Chairman of the Organization (hereinafter referred to as the "Chairman"), who shall be elected by the Board of Trustees in accordance with the procedure established by this Bylaws.

9.2. The Chairman is accountable for the Board of Trustees.

9.3. Chairman:

9.3.1. Acts on behalf of the Organization, representing it, both within and outside the country, in all instances and bodies. Signs contracts on behalf of the Organization.

9.3.2. On behalf of the organization, the acquisition, disposal and encumbrance of real estate require Board of Trustees approval.

9.3.3. Manages the Organization's cash.

9.3.4. Empowers the person concerned to carry out the legal and factual action of the Organization.

9.3.5. Has the right to open all types of bank accounts on behalf of the Organization.

9.3.6. Issues orders and directives, gives instructions to employees of the Organization.

9.3.7. Accepts and dismisses employees of the organization, determines the size of pay, conditions and hourly load of their employees.

9.3.8. Submits to the forum for approval the main activities, plans and programs of the Organization, the Annual Activity Report.

9.3.9. Leads the development of programs and projects and ensures their realization.

9.3.10. Appoints Heads of Branches and Representative Offices, with the consent of the Board of Trustees.

9.3.11. Appoints Coordinator and Public Relations Manager.

9.3.12. Provides execution of decisions of the General Forum and Board of Trustees, distributes functions among Board Members.

9.3.13. Ensures the legality of the Organization's financial activities.

9.3.14. Requires accountable individuals to report on their activities.

9.3.15. Performs other functions provided by this Bylaws.

9.4. In case of resignation, or otherwise termination of office, the Board of Trustees shall immediately convene an extraordinary meeting to elect a new Chairman.

Article 10

Amendments to the Bylaws of the Organization and its entry into force

10.1. This Bylaws shall enter into force upon signature by all the founders of the Organization.

10.2. Amendments to the Bylaws of the Organization (including additions to the Bylaws of the Organization) shall enter into force upon registration of the relevant changes (including new revisions) in the state body, in accordance with the procedure and period provided by the applicable legislation.

10.3. Amendments to the Bylaws of the Organization (including additions to the Bylaws of the Organization) may only be made if the relevant amendments (including the new edition) have been adopted by the members of the General Forum by a qualified majority (3/4 of the total number of members present). In accordance with sub-article "a" of Article "7.3" of the same Bylaws.

Article 11

Control of the activities of the Organization

11.1. The Organization carries out accounting and statistics according to the legislation of Georgia. The Organization shall provide information on its activities to the State Statistics and Tax Authorities of Georgia, as well as to its members and other persons, in accordance with the applicable laws of Georgia.

11.2. According to the decision of the General Forum of the organization members (with 3/4 of the total number of members attending the General Forum), the financial and economic activity of the Organization may be audited by the auditor (citizen or audit organization) with whom the Organization concludes the relevant contract.

11.3. The size and structure of the Organization's income, as well as the extent of the Organization's ownership, its costs, the number and composition of employees, their remuneration, and the free labor of citizens in the activities of the Organization is not a commercial secret and is public.

11.4. Any document listed in Article "11.3", as well as other official documents of the Organization, shall be subject to mandatory publication on the Organization's official website. At the same time, names, identity (passport) details, accounts, signatures, stamps and other data and details that constitute trade secrets or personal data of citizens may be classified.

Article 12

Termination of the Organization

12.1. Termination of an Organization's business occurs in the following cases:

12.1.1. By the members of the Organization, by the decision of the General Forum (80% of the total members of the General Forum).

12.1.2. In case of bankruptcy proceedings or cancellation of registration.

12.1.3. In other cases provided for by law.

12.2.4. The liquidation is carried out by the Organization's Board of Trustees.

12.3. At the time of liquidation, the pending cases must be completed, claims must be settled, the remaining property should be denominated in cash, the creditors satisfied, and the remaining property to be distributed to authorized persons.

12.4. The decision to initiate the liquidation process of the company shall be registered in the Register of Non-Entrepreneurial (Non-Commercial) Legal Entities. The process of liquidation shall be considered commenced from the moment of its registration.

12.5. Upon completion of the liquidation, the remaining property shall be transferred to another Non-Entrepreneurial (Non-Commercial) Legal Entity of the same or similar purpose on the basis of a decision of the Board of Trustees of the Organization.

Article 13

Final Provisions

13.1. The working (official) language of the organization is Georgian language.

13.2. If any provision of this Bylaws is declared void, it will not affect the validity of the other statutes.

13.3. In case of any inconsistency between this Bylaws and the legislation of Georgia in force, the law shall apply.

Ministry of Justice of Georgia LEPL National Agency of Public Registry

Decision #B19083701/6 on registration 13/08/2019 17:21:36

As a result of registration, the organization was given an identification number: 400272110