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| − | '''Prowikis''' is the parent organization of [[Radlines]]. It is a non-profit foundation aimed at the creation and technical maintenance of profession-specific wikis. Each wiki is a site where any member of the profession at hand can register and contribute to the content. The content in each wiki is kept to be the essential material that a professional is expected to need in the course of work, and organized for quick access. | + | '''Prowikis''' is the parent organization of [[Radlines]], a wiki for radiologists. ''Prowikis'' is a non-profit foundation aimed at the creation and technical maintenance of profession-specific wikis. The most likely next addition to ''Prowikis'' will be a wiki for pathologists. Each wiki is a site where any member of the profession at hand can register and contribute to the content. The content in each wiki is kept to be the essential material that a professional is expected to need in the course of work, and organized for quick access. |
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| | =Bylaws draft= | | =Bylaws draft= |
| − | | + | Bylaws have been drafted but not yet officially approved: [[Prowikis/Bylaws draft]] |
| − | ==ARTICLE I - NAME==
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| − | The name of this organization is '''Prowikis'''.
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| − | == ARTICLE II - STATEMENT OF PURPOSE ==
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| − | 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.
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| − | == ARTICLE III - WIKIS ==
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| − | ===Section 1. Criteria ===
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| − | A wiki must fulfill at least the following criteria to become part of ''Prowikis'':
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| − | <ol type="a">
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| − | <li>'''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.
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| − | <li>'''Open access''' for anyone to read, adapt, and distribute without cost through the [https://creativecommons.org/licenses/by/4.0/ Attribution 4.0 International (CC BY 4.0)] license
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| − | </ol>
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| − | ===Section 2. Inclusion or rejection ===
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| − | (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}}.
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| − | (b) The ''Board of trustees'' may request additional criteria that a wiki needs to fulfill before being eligible for inclusion.
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| − | (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.
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| − | ===Section 3. Organization ===
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| − | (a) Prowikis is the host of its wikis.
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| − | (b) Prowikis is responsible for uniformity of editorial procedures, as well as for the technical infrastructure of its wikis.
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| − | (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.
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| − | (d) The editors of each wiki have full powers over the contents of that wiki.
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| − | ===Section 4. Preliminary wikis ===
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| − | A wiki may operate as a ''preliminary wiki'' before it is fully accepted as part of ''Prowikis''.
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| − | A ''preliminary wiki'' should use the word ''Preliminary'' or an equivalent word in its title until being accepted as part of ''Prowikis''.
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| − | == ARTICLE IV - BOARD OF TRUSTEES ==
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| − | === Section 1. General Powers ===
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| − | The ''Board of trustees'' elects the ''Chair'' and the ''Vice-chair''.
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| − | The ''Board of trustees'' has the right to dismiss the ''Chair'' and/or ''Vice-chair'' by a majority of votes.
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| − | === Section 2. Governance priorities ===
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| − | 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''.
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| − | === Section 3. Appointment of members===
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| − | (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}}.
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| − | (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.
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| − | (c) The eligible voters for ''Board of trustees'' elections are those with editing permission in any wiki being part of ''Prowikis''.
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| − | === Section 5. Duration of Term ===
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| − | ''Board Members'' shall serve four-year terms. There is no limit to the number of terms any individual ''Board Member'' may serve.
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| − | === Section 6. General decisions ===
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| − | (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.
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| − | (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.
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| − | === Section 7. Special meetings ===
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| − | (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.
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| − | (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.
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| − | === Section 8. Expenses ===
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| − | ''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.
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| − | === Section 9. Voting means ===
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| − | 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.
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| − | === Section 10. Records ===
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| − | 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}}.
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| − | === Section 11. End of Term ===
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| − | The end of term of a ''Board Member'' is set forth in ARTICLE VII.
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| − | == ARTICLE V - CHAIR ==
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| − | === Section 1. General Powers ===
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| − | (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.
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| − | (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.
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| − | === Section 2. Responsibilities ===
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| − | (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''.
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| − | (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.
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| − | (c) The ''Chair'' ensures that each new ''Board Members'' receives emails to the internal email list of the ''Board of trustees''.
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| − | === Section 3. Appointment ===
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| − | The ''Chair'' is appointed by consensus in the ''Board of trustees''.
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| − | === Section 4. Expenses ===
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| − | 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.
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| − | === Section 5. End of Term ===
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| − | The end of term of the ''Chair'' is set forth in ARTICLE VII.
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| − | == ARTICLE VI - VICE-CHAIR ==
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| − | === Section 1. General Powers ===
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| − | 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.
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| − | === Section 2. Appointment ===
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| − | The ''Vice-chair'' is appointed by consensus in the ''Board of trustees''.
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| − | === Section 3. Expenses ===
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| − | 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.
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| − | === Section 4. End of Term ===
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| − | The end of term of the ''Vice-chair'' is set forth in ARTICLE VII.
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| − | == ARTICLE VII - END OF TERM ==
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| − | 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. | |
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| − | === Section 1. Four-year term ===
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| − | An ''Official'' shall serve four-year terms. There is no limit to the number of terms an individual may serve as an ''Official''.
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| − | === Section 2. Resignation ===
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| − | 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''.
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| − | === Section 3. Removal ===
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| − | An ''Official'' may be removed by a majority of votes among people in an electorate as specified in [[#Section 3. Appointment of members|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.
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| − | == ARTICLE VIII - FINANCIAL ==
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| − | === Section 1. Dedication of Assets ===
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| − | 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.
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| − | === Section 2. Dissolution ===
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| − | 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.
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| − | === Section 3. Loans ===
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| − | 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''.
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| − | === Section 4. Treasurer ===
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| − | <ol type="a">
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| − | <li>The ''Treasurer'' is appointed by consensus in the ''Board of trustees''.
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| − | <li>The ''Treasurer'' is a position which can be held by a ''Board Member''.
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| − | </ol>
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| − | The ''Treasurer'' shall have the following responsibilities:
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| − | <ol type="a" start="3">
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| − | <li>have charge and custody of and be responsible for all funds and securities of ''Prowikis''.
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| − | <li>receive and give receipts for monies due and payable to ''Prowikis'' from any source whatsoever
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| − | <li>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.
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| − | </ol>
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| − | === Section 5. Fiscal year ===
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| − | The fiscal year of ''Prowikis'' shall be January 1 - December 31 of each year.
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| − | == ARTICLE IX - AMENDMENT ==
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| − | 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:
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| − | *The internal email list of the ''Board of trustees''
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| − | *The {{Talk page of the Board of trustees}}
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