By-laws

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This document outlines the governing structure and procedures for Egypt Wikimedians User Group.

1. Responsibilities:

• The Board of Trustees is the governing body responsible for overseeing the activities of the group and making decisions on behalf of the members. The board is responsible for:
• Creating an annual plan for the group for the upcoming year.
• Approving and setting the annual budget for the group and monitoring spending.
• Selecting and appointing the Executive Director, Treasurer, and Director of Communications and Outreach, and ensuring their performance and overseeing their work.
• Selecting representatives for the group to attend conferences and events hosted by the foundation.
• Setting criteria for accepting new members and deciding to revoke the membership of any member.
• Approving and establishing standing committees and defining their activities and functions.
• Discussing and approving any statements, partnerships, projects, or official representations of any kind by the group.
• Holding monthly meetings and annual meetings.
• Voting to elect and remove the Board Chair, by majority vote.
• Voting to remove any member of the board according to the established rules.

2. Composition:

The board consists of an odd number of at least 5 members, and it can be increased by two for every 200 new members in the group, with a maximum of 15 members. Members of the board serve on a voluntary basis, without pay or any other compensation. The board may appoint honorary members of the board, who may attend board meetings in an advisory capacity, but they do not have voting rights.

3. Election:

Members of the board are elected by popular vote of the group members. Elections are held in January of each year, and the term of office for the board is two years. To hold a quorum for the election, at least 40% of the members eligible to vote must cast their ballots. If a quorum is not met, the remaining members may appoint an interim board of 3 or 4 members for a term of one year.

Qualifications for Board Members:

1. Must be an active member who has completed one year since joining the group by the time of the election.
2. Must be at least 21 years of age and have full legal capacity.
3. Must be fluent in Arabic.
4. Must be an active contributor to one of the Wikimedia projects and have at least 1,000 contributions across all projects.
5. Must have a good reputation and no history of violating the group’s code of conduct.

Qualifications for Voting in Board Elections:

1. Must have an active membership and a membership ID.
2. Must have been a member for at least 3 months by the time of the election.

Elections Rules

• The board appoints an election supervisor, who may be one or more people, but they cannot be a candidate for the board in this round.
• Candidates for the board submit their names to the supervisor by the designated date. The supervisor verifies the eligibility of the candidates and prepares a general list of candidates.
• The election is conducted by secret ballot online for three days.
• Members vote using their registered email address with the group or by verifying their attendance by signing on the Meta page using their Wikimedia account.
• If there are 7 or fewer candidates, a direct vote is held with a “yes” or “no” option. A candidate wins if they receive at least 65% of the total votes. In the event that more candidates win than there are available seats, the tie is broken based on the following criteria: highest percentage of support, then highest number of valid votes. If there are more than 7 candidates, the Schulze method is used. In this method, voters choose 3 names, with the first name receiving 5 points, the second 3 points, and the third 1 point. The top names are then selected based on the number of points to fill the available seats on the board.
• In tie, a runoff is held for 48 hours with a direct vote between the tied candidates.
• Voting must be done in person by the member; proxy voting or delegation is not allowed. Voting after the actual time is not allowed under any circumstances.
• The supervisor is responsible for verifying the validity of the votes and ensuring that the voters meet the eligibility criteria. The supervisor has the right to invalidate any votes that violate the rules.
• It is not permissible to use any methods of campaigning or vote rigging, and the supervisor has the right to disqualify any candidate who is found to be engaging in such activities.
• After the voting is complete, the supervisor announces the results and sends them to the board to publish it.

4. Role of the Board Chair:

The role of the Chairman of the Board can be summarized in the following points:

• Presiding over periodic meetings and ratifying the results and decisions of the meeting.
• Ratifying the Council’s adoption of the annual plan and budget.
• Addressing the Wikimedia Foundation as a representative of the Board of Trustees.
• Receiving resignation letters from council members.

5. Rules for the termination of Board membership:

• Board membership shall be removed in the following cases:
• The member resigns in a letter addressed to the Chairman of the board.
• Absence from 3 consecutive Council meetings or more than 6 meetings during the year without a prior excuse.
• Complete cessation of communication with board members for more than 6 months.
• If the member is proven to have committed a serious violation, the board shall investigate him and then vote to remove him.

In the event of a vacancy, Council members have the right to choose an alternative Council member until the end of the session. In the event of the demise of more than two members, the board shall be dissolved and elections shall be held to choose a temporary Council to assume responsibility until the official date of the elections.

The Executive Director (CEO)

The Executive Director is one of the members of the Board of Trustees, and he is responsible for all the executive matters of the group, the implementation of the Board’s decisions, and the link between the Board and the heads of the executive committees and the employees. This position shall not remain vacant and the Board of Trustees shall appoint an acting director immediately.

The executive director’s responsibilities are as follows:

• Calling for meetings, preparing minutes for each meeting with discussion points, and recording the results of the meeting.
• Establishing subcommittees and appointing and dismissing employees of the executive committees or the subcommittees.
• He is responsible for monitoring, implementing and managing the group’s activities and events.
• Follow up and supervise the projects and competitions carried out by the group.
• Coordinating between the executive committees within the group and resolving internal problems or disputes.
• Following up on invoices, accounts, spending, and everything related to financial matters, and coordinating with the accounts secretary.
• Manage all digital platforms used to organize tasks or communicate, as well as accounts and website.
• Stamp the papers with the official seal and sign all documents issued by the group.
• Providing support and assistance in financial grant applications in coordination with the treasurer if necessary.
• He replaces the Chairman of the Board of Trustees in the event of his absence or the position becomes vacant until a new Chairman is chosen.

Treasurer

The Treasurer is a member of the Board of Trustees and is responsible for the financial aspects of the group. His duties are as follows:

• He is responsible for spending and paying expenses according to the financial plan drawn up by the Board of Trustees.
• Send requests for financial grants to the Wikimedia Foundation or any other donors, and he must follow up the request with the Foundation and provide it with the necessary information or data until it is completed.
• Receiving financial grants from the Wikimedia Foundation or any other supporting bodies (through the group account if possible or his personal account at his own risk) and informing other members of their arrival by documenting them in a document.
• Managing the method of disbursing the group’s revenues on its projects according to what is agreed upon by the rest of the members.
• Keep copies of all invoices, receipts and financial documents. He can appoint a number of members to assist in the accounting process, auditing invoices, etc.

Chief Communication Officer (CCO)

The Chief Communication Officer is the person responsible for the tasks of relations and communication between the group and the Wikimedia Foundation, other groups, or any other entities affiliated with the Foundation. He reports to the Board of Trustees and his dealings with the Board directly, and his duties are as follows:

• He becomes responsible for communicating with the Wikimedia Foundation or sponsors.
• He handles all matters related to external relations and coordination with the institution or its affiliated entities.
• Communicate the organization’s recommendations or instructions, as well as all updates and decisions.
• Concluding agreements or partnerships approved by the Board of Trustees with other parties.
• Attending communication sessions with other groups, and reporting back to the Board of Trustees.