Prowikis/Bylaws draft

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ARTICLE I - NAME

The name of this organization is Prowikis.

ARTICLE II - STATEMENT OF PURPOSE

The mission of Prowikis is to make allow professionals to edit wikis related to their work, and make the resultant content available on the Internet free of charge, in perpetuity.

ARTICLE III - WIKIS

Section 1. Criteria

A wiki must fulfill at least the following criteria to become part of Prowikis:

  1. Profession-specific scope and editability, with the aim of organizing content so that such professional can quickly find the relevant information. The procedures of the profession should be similar internationally. Moderation of newcomers may be performed at the moment of registration and/or initial edits.
  2. Open access for anyone to read, adapt, and distribute without cost. Licensing should be no more restrictive than the Creative Commons Attribution 4.0 International (CC BY 4.0) license
  3. Editable by anyone engaged in the profession covered by the wiki.
  4. Ad-free revenue model, based on donations.

Section 2. Inclusion or rejection

(a) Inclusion or rejection of a wiki to become part of Prowikis is decided by a majority of votes of the Board of trustees, counting after at least 20 days have passed since a public notice of the election has been made at the Talk page of the Board of trustees.

(b) The Board of trustees may request additional criteria that a wiki needs to fulfill before being eligible for inclusion.

(c) The Board of trustees may at any time elect to officially disapprove a wiki, but should first inform the individuals involved in that wiki about the reasons for disapproval in a timely manner.

Section 3. Organization

(a) Prowikis is the host of its wikis.

(b) Prowikis is responsible for uniformity of editorial procedures, as well as for the technical infrastructure of its wikis.

(c) Prowikis administers the financials and legal matters of its wikis, unless having approved a wiki to handle some or all financials and/or legal matters independently.

(d) The editors of each wiki have full powers over the contents of that wiki.

Section 4. Preliminary wikis

A wiki may operate as a preliminary wiki before it is fully accepted as part of Prowikis.

A preliminary wiki should use the word Preliminary or an equivalent word in its title until being accepted as part of Prowikis.

ARTICLE IV - BOARD OF TRUSTEES

Section 1. General Powers

The Board of trustees elects the Chair and the Vice-chair.

The Board of trustees has the right to dismiss the Chair and/or Vice-chair by a majority of votes.

Section 2. Governance priorities

The Board of trustees must be composed of members with a set of talents, experience, and competencies that will best fulfill the mission and needs of Prowikis. The Board of trustees and its members are understood to act as fiduciaries with regard to Prowikis.

Section 3. Appointment of members

(a) Anyone may nominate herself/himself as a candidate for Board of trustees membership. An announcement of candidacy needs to be made at the Talk page of the Board of trustees.

(b) A Board Member is elected when they receive the greatest number of votes among those candidates running after at least 7 days of voting by the eligible voters.

(c) The eligible voters for Board of trustees elections are those with editing permission in any wiki being part of Prowikis.

Section 5. Duration of Term

Board Members shall serve four-year terms. There is no limit to the number of terms any individual Board Member may serve.

Section 6. General decisions

(a) Decisions in the Board of trustees are made by consensus at the Talk page of the Board of trustees, or by consensus by email correspondence. Significant decisions concerning Prowikis shall be made at the earliest after 4 days after email to the mailing list of the Board of trustees with an appropriate explanation of the subject at hand.

(b) In cases of voting, the act of the majority of the Board Members shall be the act of the Board of trustees. A Board Member does not have an obligation to vote, but shall be presumed to have assented to the act of the Board of trustees, unless the Board Member votes against such action.

Section 7. Special meetings

(a) Notice of any special Board of trustees meeting shall be given at least 10 days before the meeting by written notice to the internal email list of the Board of trustees specifying the date, time, and purposes of the meeting.

(b) A Board Member may participate in such a meeting by means of a conference telephone or online, by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.

Section 8. Expenses

Board Members may not be compensated for their efforts. They may be allowed expenses, by resolution of the Board of trustees, for attending meetings, if necessary. A public notice must be made at least 10 days at the Talk page of the Board of trustees before such resolution.

Section 9. Voting means

Voting on all matters, including the election of Board Members, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.

Section 10. Records

Email correspondence to an internal email list of Board Members serves as primary records of discussions of the Board of trustees. Important decisions and events related to Prowikis shall also be made public at, or linked from, Talk page of the Board of trustees.

Section 11. End of Term

The end of term of a Board Member is set forth in ARTICLE VII.

ARTICLE V - CHAIR

Section 1. General Powers

(a) The Chair has full powers to carry out operations and policies, either directly or through a written delegation of authority. This also applies to wikis being part of Prowikis, unless these are in conflict with the consensus of wiki participants.

(b) The Chair may sign and execute any deeds, mortgages, bonds, contracts, or other instruments which the Board of trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of trustees or by these Bylaws to some other officer or agent of Prowikis, or shall be required by law to be otherwise signed or executed.

Section 2. Responsibilities

(a) The Chair shall see that the resolutions and directives of the Board of trustees are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of trustees.

(b) The Chair shall have general supervision of the affairs of Prowikis and shall make reports to the Board of trustees to keep its members informed of organization activities.

(c) The Chair ensures that each new Board Members receives emails to the internal email list of the Board of trustees.

Section 3. Appointment

The Chair is appointed by consensus in the Board of trustees.

Section 4. Expenses

The Chair may not be compensated for the corresponding efforts. The Chair may be allowed expenses, by resolution of the Board of trustees, for attending meetings, if necessary. A public notice must be made at least 10 days at the Talk page of the Board of trustees before such resolution.

Section 5. End of Term

The end of term of the Chair is set forth in ARTICLE VII.

ARTICLE VI - VICE-CHAIR

Section 1. General Powers

The Vice-chair will act in place of the Chair on the event of his or her resignation or incapacity. The Vice-chair shall have the General powers and responsibilities of the Chair when the Chair is absent or unable to perform the corresponding duties.

Section 2. Appointment

The Vice-chair is appointed by consensus in the Board of trustees.

Section 3. Expenses

The Vice-chair may not be compensated for the corresponding efforts. The Vice-chair may be allowed expenses, by resolution of the Board of trustees, for attending meetings, if necessary. A public notice must be made at least 10 days at the Talk page of the Board of trustees before such resolution.

Section 4. End of Term

The end of term of the Vice-chair is set forth in ARTICLE VII.

ARTICLE VII - END OF TERM

Bylaws concerning end of term applies equally, unless specifically noted, to Board Members, Chair and Vice-chair, and these positions are referred to as a group as Officials in this article. The end of term of an Official follows the fulfillment of having served a four-year term, resignation or removal, as detailed in following sections of this article, or death.

Section 1. Four-year term

An Official shall serve four-year terms. There is no limit to the number of terms an individual may serve as an Official.

Section 2. Resignation

An Official may resign at any time by giving written notice to the Board of trustees. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of trustees.

Section 3. Removal

An Official may be removed by a majority of votes among people in an electorate as specified in ARTICLE IV, Section 3c, counting after at least 5 days of voting, following a removal request at the the Talk page of the Board of trustees by any person of that electorate.

ARTICLE VIII - FINANCIAL

Section 1. Dedication of Assets

The property of Prowikis is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Prowikis shall ever inure to the benefit of any Board Member or to the benefit of any private individual other than compensation in a reasonable amount to its contractors for services rendered.

Section 2. Dissolution

Upon the dissolution or winding-up of Prowikis, its assets remaining after payment, or provision for payment, of all debts and liabilities of Prowikis shall be donated to Radiopaedia, or, if this is not possible, to Wikimedia Foundation.

Section 3. Loans

No loans shall be contracted on behalf of the Prowikis and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of trustees.

Section 4. Treasurer

  1. The Treasurer is appointed by consensus in the Board of trustees.
  2. The Treasurer is a position which can be held by a Board Member.

The Treasurer shall have the following responsibilities:

  1. have charge and custody of and be responsible for all funds and securities of Prowikis.
  2. receive and give receipts for monies due and payable to Prowikis from any source whatsoever
  3. review the financial operations of Prowikis and make financial reports to the Board of trustees at regular and special meetings, as well as keeping the public informed by keeping a specifically designated online page up to date.

Section 5. Fiscal year

The fiscal year of Prowikis shall be January 1 - December 31 of each year.

ARTICLE IX - AMENDMENT

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of votes of the Board of trustees, counting at least 20 days after a written notice has been given to the following forums with intention to alter, amend or repeal or to adopt new Bylaws: