BY-LAWS OF WIKIMEDIA NEW YORK CITY, INC.
ARTICLE I - OFFICES
The principal office of Wikimedia New York City, Inc., (the “Corporation”) will be located at such place in the City of New York, State of New York as the Board of Directors (referred to in these By-Laws as the “Board of Directors” or the “Board”) may from time to time determine. The Corporation may also have other offices at such other places both within and without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II - MEMBERS
Section 1. Membership
Membership will be open to all persons over the age of eighteen and interested in the purposes of the Corporation. The members and the Board of Directors of the Corporation may establish such other criteria for membership, including a schedule of dues, as they deem appropriate.
Section 2. Meetings
A meeting of the membership will be held annually for the election of directors and the transaction of such other business as may properly come before the membership including the delivery by the Treasurer of an annual financial report as specified in Article V, Section 8. Special meetings of the membership may be held at any time upon the call of the Board of Directors or the President for the transaction of business as may properly come before the membership.
Section 3. Notice
Pursuant to Section 605 of the New York Not-for-Profit Corporation Law (the “NPCL”), notice will be (i) by first class mail or by telephone, facsimile, electronic mail, or hand delivery and will be given not less than ten nor more than fifty days before the date of the meeting or (ii) by publication in a newspaper published in New York County, New York once a week for three successive weeks next preceding the date of the meeting. Notice of meeting need not be given to any member who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Notice of a special meeting must state the purpose or purposes for which the meeting is called.
Section 4. Quorum, Adjournment of Meetings
At all meetings of the members, the lesser of members entitled to cast (i) one hundred votes or (ii) one-tenth of the total number of votes entitled to be cast will be present in person to constitute a quorum for the transaction of business. At any adjourned meeting for which a quorum was present at the original meeting, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, notice of the adjourned meeting will be given. If after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice will be sent to each member of record on the new date.
Section 5. Record Date
The Board of Directors may fix a date as the record date for the purpose of determining the members entitled (i) to notice of a meeting and (ii) to a vote at the meeting. The record date will not be less than ten nor more than fifty days before the date of the meeting.
Section 6. Organization
The President will preside at all meetings of the members or, in the absence of the President, an acting President will be chosen by the Board of Directors. The Secretary of the Corporation will act as secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
Section 7. Voting
At any meeting of the members, each member present in person will be entitled to one vote.
Section 8. Proxies
Voting by proxy will be permitted. Pursuant to Section 609 of the NPCL of the State of New York, a member’s authorization of another person or persons to act for the member as proxy may be made by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided that any such electronic transmission will either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the member.
Section 9. Action by the Members
Except as otherwise provided by law or by these By-Laws, any corporate action authorized by a majority of the votes cast at a meeting of the members will be an act of the members; provided that directors may be elected by a plurality of the votes cast at a meeting of the members. Action may be taken without a meeting on written consent, setting forth the action so taken, signed by all members entitled to vote. For the purposes of the immediately preceding sentence, the term “signed” will include the transmission or authorization of the transmission of an electronic transmission, provided that any such electronic transmission will either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the member.
Section 10. Dues
The Board of Directors will, from time to time, establish the amount of dues payable by the respective classes of members, if any, and the manner in which such dues will be paid. Membership in the Corporation will commence in and continue for the duration of the fiscal year for which membership dues will have been paid. Membership in the Corporation may be renewed annually by the payment when due of the appropriate amount of membership dues.
ARTICLE III - BOARD OF DIRECTORS
Section 1. Powers and Number
The Board of Directors will have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The number of directors that will constitute the Board will be fixed by resolution of the members and that number will constitute the “entire board” for purposes of Section 702 of the NPCL. The number of directors will be not less than four nor more than twelve. The number of directors may be increased or decreased by amendment of these By-Laws; provided that any action of the directors to effect such increase or decrease will require the vote of a majority of the entire Board. No decrease will shorten the term of any incumbent director.
Section 2. Election and Term
The directors will be elected at the annual meeting of the members by a plurality vote of the membership, and each director will hold office until the next annual meeting and the earliest of the election or appointment and qualification of such director’s successor or such director’s death, resignation, or removal. At the expiration of any term, any director may be reelected.
Section 3. Vacancies and Newly Created Directorships
Newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the Board of Directors for any cause, including any vacancy occurring by reason of the removal of any director, may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so elected will serve until the next annual meeting and until the earliest of such director’s successor being elected or appointed and qualified or until such director’s death, resignation, or removal.
Section 4. Removal
A director may be removed with or without cause by a majority vote of the membership. Provided there is a quorum present of not less than a majority of directors then in office, a director may be removed for cause by the vote of two-thirds of the Board of Directors present at the meeting at which such action is taken.
Section 5. Resignations
Any director may resign at any time by giving written notice to the President or Secretary. The resignation will take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of the resignation will not be necessary to make it effective.
Section 6. Meetings
Regular or annual meetings of the Board of Directors will be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President. Unless otherwise fixed by the Board of Directors, the annual meeting of the Board will be the first regular meeting following the beginning of the Corporation’s fiscal year. At the annual meeting, the Treasurer will deliver the financial reports as specified in Article V.
Section 7. Notice of Meetings
Notice need not be given of regular meetings of the Board if the time and place of such meetings are fixed by the Board of Directors. Notice of each special meeting of the Board of Directors must be given to each director not less than two days before such meeting. Notice may be in writing and sent by first class mail, addressed to each director at his or her address as it appears on the records of the Corporation. Notice will be deemed to have been given when it is deposited in the United States mail. Notice may also be given by telephone or sent by facsimile transmission, telegraph, courier service, electronic mail or hand delivery. Notice of a meeting of the Board need not be given to a director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
Section 8. Place and Time of Meetings
Meetings of the Board of Directors will be held at the location, within or without the State of New York, which is fixed by the Board of Directors or, in the case of a special meeting, by the person or persons calling the special meeting.
Section 9. Quorum
At each meeting of the Board one-third of the directors then in office will constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 10. Manner of Acting
Except as otherwise provided herein or required by applicable law, the vote of a majority of the directors present at any meeting at which there is a quorum will be the act of the Board of Directors.
Section 11. Conflicts Policy
In connection with all actions taken by the Board of Directors or a committee thereof with respect to (i) any contract or transaction between the Corporation and one or more of its directors or officers, (ii) any contract or transaction between the Corporation and any other corporation, firm, association, or other entity in which one or more of the directors or officers of the Corporation are directors or officers or have a substantial financial interest, or (iii) any contract or transaction involving the Corporation which could result in a direct or indirect financial or personal benefit to a director or officer, each such interested director or officer of the Corporation shall:
- (a) disclose to the Board of Directors or committee thereof the material facts as to such director’s or officer’s interest in such contract or transaction or as to any such common directorships, offices, or significant financial interest, and
- (b) may participate in the information-gathering stage of the Board of Directors or committee’s discussion but will retire from the room in which the Board of Directors or committee is meeting and will not participate in the final deliberation or vote on such contract or transaction.
The minutes of the meeting of the Board of Directors or committee thereof will reflect (a) that the conflict of interest was disclosed, (b) that the interested director or officer was not present during the final discussion or vote of the Board of Directors or committee, and (c) that the interested individual abstained from voting.
Common or interested directors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee which authorizes such contracts or transactions.
All questions as to whether a conflict of interest exists will be resolved by a vote of the Board of Directors in which the interested individual may not vote.
A conflict of interest disclosure statement will be furnished annually to the Board by each director and officer. The disclosure statements will be reviewed annually by the Board of Directors or by a committee thereof. In addition, each director and officer must report promptly to the Corporation any potential conflict of interest as and when it arises. This conflict of interest policy will apply to other employees and agents of the Corporation, as determined by resolution of the Board.
In determining whether to approve a contract or transaction in which a director or officer may have an interest, disinterested directors will take into account the restrictions regarding either self-dealing under Section 4941 of the Internal Revenue Code of 1986, as amended (the “Code”), in the case of an organization classified as a private foundation, or excess benefit transactions under Section 4958 of the Code, in the case of an organization classified as a public charity.
Section 12. Loans to Directors and Officers
Subject to the exceptions outlined in Section 716 of the NPCL, no loans will be made by the Corporation to any director or officer, or to any other entity in which one or more director or officer is a director or officer or holds a substantial financial interest.
Section 13. Committees of Directors
- (a) Standing Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may create one or more standing committees to have and exercise such power and authority as the Board of Directors will specify and as permitted by law. Each standing committee will consist of three or more directors of the Corporation.
- (b) Special Committees. The Board of Directors may create one or more special committees. Special committees will have only the powers specifically delegated to them by the Board. The members of special committees must be directors of the Corporation.
- (c) Committees of the Corporation. The Board of Directors may create one or more committees other than standing or special committees, which will be committees of the Corporation to carry out such functions as the Board may specify and as permitted by law. The members of committees of the Corporation need not be exclusively directors of the Corporation.
- (d) Operation of Committees. At each meeting of a committee, a majority of the members of the committee will be present to constitute a quorum. The vote of a majority of the members of a committee present at any meeting at which there is a quorum will be the act of the committee.
Section 14. Meeting by Conference Telephone
Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means will constitute presence in person at a meeting.
Section 15. Action Without a Meeting
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee consent in writing (including by means of an electronic mail message) to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or such committee will be filed with the minutes of the proceedings of the Board of Directors or such committee.
Section 16. Compensation of Directors
The Corporation will not pay any compensation to directors for services rendered to the Corporation, except that directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation.
ARTICLE IV - ADVISORY BOARD
The Board may designate an Advisory Board. Such Advisory Board will consist of persons who are interested in the purposes and principles of the Corporation. The Advisory Board and each member thereof will serve at the pleasure of the Board of Directors. Any vacancy in the Advisory Board may be filled and any member of the Advisory Board may be removed, either with or without cause, by the Board of Directors. The Advisory Board will advise the Board of Directors as to any matters that are put before it by the Board of Directors concerning the Corporation. The Advisory Board will not have or purport to exercise any powers of the Board of Directors nor will it have the power to authorize the seal of the Corporation to be affixed to any papers that may require it.
ARTICLE V - OFFICERS
Section 1. Officers
The officers of the Corporation may consist of a President, a Secretary, a Treasurer, and such other officers with such titles as the Board of Directors will determine, all of whom will be chosen by and will serve at the pleasure of the Board of Directors.
Section 2. Election, Term of Office, and Qualifications
The officers of the Corporation will be elected annually by the Board of Directors at the annual meeting of the Board of Directors, and each officer will hold office until the earlier of such officer’s successor being chosen and qualified or such officer’s death, resignation, or removal. Only directors will be eligible for the office of President; no other officer need be a director. One person may hold, and perform the duties of, more than one office, provided that an individual who serves as President may not be held by the same person who also serves as Secretary. All officers will be subject to the supervision and direction of the Board of Directors.
Section 3. Removal
Any officer elected or appointed by the Board of Directors may be removed by the vote of a majority of the Board of Directors, either with or without cause.
Section 4. Resignations
Any officer may resign at any time by giving written notice to the President. The resignation will take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.
Section 5. Vacancies
A vacancy in any office arising from any cause will be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for regular appointment to such office.
Section 6. President
The President will preside at all meetings of the Board of Directors. In the President’s absence, a person chosen by the directors will preside. The President will have and exercise general charge and supervision of the affairs of the Corporation and will do and perform such other duties as the Board of Directors may assign to the President.
Section 7. Secretary
The Secretary will act as Secretary of each meeting of the Board of Directors. In the absence of the Secretary, the presiding officer of the meeting will appoint a Secretary of the meeting. In addition, the Secretary will:
- (a) record and keep the minutes of all meetings of the Board of Directors in books to be kept for that purpose;
- (b) see that all notices and reports are duly given or filed pursuant to these By-Laws or as required by law;
- (c) be custodian of the records (other than financial) and have charge of the seal of the Corporation and see that it is used upon all papers or documents whose execution on behalf of the Corporation under its seal is required by law or duly authorized pursuant to these By-Laws; and
- (d) in general, perform all duties incident to the office of Secretary and such other duties as the President or the Board of Directors may from time to time assign to the Secretary.
Section 8. Treasurer
The Treasurer will:
- (a) have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such funds in the name of the Corporation in such depositories as will be designated by the Board of Directors;
- (b) exhibit at all reasonable times the Corporation’s books of account and records to any director of the Corporation and to any person who has been a member of record of the Corporation for at least six months, upon application during business hours at the office of the Corporation where such books and records are kept;
- (c) render a statement of the condition of the finances of the Corporation at the annual meeting of the members as provided in Section 519 of the NPCL;
- (d) make an annual report to the members concerning assets held for a specific purpose, the use made of such assets and the income thereof as provided in Section 513(b) of the NPCL;
- (e) receive, and give receipt for, amounts due and payable to the Corporation from any source whatsoever and, subject to the direction of the Board of Directors, authorize the disbursement of funds of the Corporation;
- (f) in general, perform all the duties incident to the office of Treasurer, and such other duties as the President or the Board of Directors may from time to time assign to the Treasurer; and
- (g) if required by the Board of Directors, give such security for the faithful performance of the Treasurer’s duties as the Board of Directors may require.
Section 9. Compensation
The Board of Directors, or any committee, may from time to time establish reasonable compensation and benefits for the officers of the Corporation. The officer whose compensation is being determined will not participate in the discussions and deliberations of, and the voting on, his compensation.
ARTICLE VI - STAFF
Section 1. Executive Director
The Board of Directors may employ an Executive Director who will be charged with the administrative and executive management of the affairs of the Corporation and such other powers and the performance of such other duties as the Board of Directors may delegate, subject to oversight by the Board of Directors.
Section 2. Additional Personnel
From time to time, the Board of Directors may employ such other staff personnel with such titles as the Board of Directors will determine according to available administrative funds and needs of the Corporation, and subject to approval by the Board of Directors.
Section 3. Compensation
The Board, or any committee, will establish reasonable compensation and benefits for the Executive Director. The Executive Director will not participate in the discussions and deliberations of, and the voting on, his or her compensation. The Board of Directors may from time to time establish the rate of compensation and benefits for the staff personnel of the Corporation.
ARTICLE VII - EXECUTION OF INSTRUMENTS
Section 1. Contracts and Instruments
The Board of Directors, subject to the provisions of Article III, Section 1, may authorize any officer or officers or agent or agents of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances.
Section 2. Deposits
Funds of the Corporation may be deposited from time to time to the credit of the Corporation with the depositories that are selected by the Board of Directors.
Section 3. Orders for the Payment of Money and Endorsements for Deposit
- (a) All checks, drafts or other orders for the payment of money, notes, or acceptances issued in the name of the Corporation will be signed by the officer or officers or agent or agents of the Corporation authorized, and in the manner determined, from time to time by resolution of the Board of Directors.
- (b) Endorsements for deposit to the credit of the Corporation in any of its authorized depositories may be made, without countersignature, by any officer of the Corporation or may be made by hand-stamped impression in the name of the Corporation, unless otherwise provided by resolution of the Board of Directors.
Section 4. Sale or Transfer of Securities
Stock certificates, notes, bonds, or other securities held or owned by the Corporation may be sold, transferred, or otherwise disposed of when endorsed for transfer by the officer or officers or agent or agents of the Corporation authorized, and in the manner determined, from time to time by resolution of the Board of Directors.
ARTICLE VIII - INDEMNIFICATION
To the fullest extent permitted by law:
- (a) The Corporation will indemnify any person (and that person’s heirs, executors, guardians, administrators, assigns and any other legal representative of that person) who was or is a party or is threatened to be made a party to or is involved in (including as a witness) any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that the person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person or that person’s heirs, executors, guardians, administrators, assigns or legal representatives in connection with that action, suit, proceeding or inquiry, including appeals. Notwithstanding the foregoing, the Corporation will indemnify any person seeking indemnification in connection with an action, suit, proceeding or inquiry (or part thereof) initiated by that person only if that action, suit, proceeding or inquiry (or part thereof) was authorized by the Board.
- (b) No indemnification will be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active or deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
- (c) Any indemnification made pursuant to this Article will be authorized according to the procedures set forth in Section 723 of the NPCL.
- (d) The Corporation will pay expenses as incurred by any person described in subsection (a) of this Article in connection with any action, suit, proceeding or inquiry described in subsection (a) of this Article; provided that, if these expenses are to be paid in advance of the final disposition (including appeals) of an action, suit, proceeding or inquiry, then the payment of expenses will be made only upon delivery to the Corporation of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified under this Article or otherwise.
- (e) The Corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article against any liability asserted against that person, whether or not the Corporation would have the power to indemnify the person against that liability under the provisions of this Article or otherwise.
- (f) The provisions of this Article will be applicable to all actions, suits, proceedings or inquiries made or commenced after the adoption of this Article, whether arising from acts or omissions occurring before or after its adoption. The provisions of this Article will be deemed to be a contract between the Corporation and each director or officer who serves in such capacity at any time while this Article and the relevant provisions of the laws of the State of New York and other applicable law, if any, are in effect, and any repeal or modification of this Article will not adversely affect any right or protection of any person described in subsection (a) in respect of any act or omission occurring prior to the time of the repeal or modification.
- (g) If any provision of this Article will be found to be invalid or limited in application by reason of any law or regulation, that finding will not affect the validity of the remaining provisions of this Article. The rights of indemnification provided in this Article will neither be exclusive of, nor be deemed in limitation of, any rights to which any person described in subsection (a) of this Article may otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of the Board, or otherwise, or as a matter of law, both as to actions in the person’s official capacity and actions in any other capacity while holding such office, it being the policy of the Corporation that indemnification of any person described in subsection (a) of this Article will be made to the fullest extent permitted by law.
- (h) For purposes of this Article, reference to “other enterprises” will include employee benefit plans; reference to “fines” will include any excise taxes assessed on a person with respect to an employee benefit plan; and reference to “serving at the request of the corporation” will include any service as a director or officer of the Corporation which imposes duties on, or involves services by, that director or officer with respect to an employee benefit plan, its participants or beneficiaries.
- (i) The Corporation may, by vote of the Board, provide indemnification and advancement of expenses to employees and agents of the Corporation.
- (j) If any action with respect to indemnification of directors and officers is taken by way of amendment of the By-Laws, resolution of directors or by agreement, then the Corporation will, not later than the next annual meeting of members, unless such meeting is held within three months from the date of such action, and, in any event, within fifteen months from the date of such action, mail to its members of record at the time entitled to vote for the election of directors a statement specifying the action taken.
ARTICLE IX - GENERAL PROVISIONS
Section 1. Fiscal Year
The fiscal year of the Corporation will be fixed by the Board of Directors.
Section 2. Seal
The corporate seal will have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Not-for-Profit, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 3. Books and Records
The Corporation will keep correct and complete books and records of account of the activities and transactions of the Corporation, including a minute book, which will contain a copy of the Certificate of Incorporation, a copy of these By‑Laws, and all minutes of meetings of the Board of Directors and committees thereof.
ARTICLE X - AMENDMENTS
Section 1. Certificate
The members may amend the Certificate of Incorporation at any meeting of the members, at which a quorum is present, by a vote of a majority of the members of the Corporation present at the meeting; provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum; provided further that blank votes or abstentions shall not be counted in the number of votes cast.
Section 2. By-Laws
The members may amend or repeal these By-Laws at any meeting of the members at which a quorum is present by a vote of a majority of the members present at the meeting. The Board of Directors may amend or repeal these By-Laws at any meeting of the Board of Directors, at which a quorum is present, by a vote of two-thirds of the directors present or by unanimous written consent of the Board of Directors.