Statutes Wikimedia Belgium

APPROVED

Note: These statutes have been translated from Dutch. Only the statutes in Dutch have the force of law.

Enterprise number: 0563.775.480

Name: Wikimedia Belgium, Wikimedia Belgium, Wikimédia Belgique; (in short) Wikimedia BE, WMBE, WM-BE, WM BE

Legal form: asbl

Purpose of the act: new statutes

The extraordinary general meeting met on Saturday 19 September 2020 and hereby declares that it represents a non-profit association, in accordance with the Belgian Code of Companies and Associations (WVV), which gives legal personality to non-profit associations, international non-profit associations and foundations, whose articles of association they determine as follows:

S T A T U T S

TITLE I: NAME - SEAT - PURPOSE - DURATION

ARTICLE 1

The association is called "Wikimedia Belgium". The alternative names are: "Wikimedia Belgium", "Wikimédia Belgique", "Wikimedia Belgien", "Wikimedia BE", or in abbreviated form: "WMBE", "WM-BE" or "WM BE". In addition to the official name, the association may also publish under alternative names, provided that the official name is always mentioned on outgoing documents.

ARTICLE 2

§1 - The registered office of the association is located in the Brussels-Capital Region.

ARTICLE 3

§1 - The association aims to :

1. promote the free access and sharing of all knowledge, in particular at regional, federal and European level ;
2. contribute to social and cultural issues related to free data and knowledge, for example by collaborating with other organisations with similar objectives and values ;
3. to encourage and promote consultation and responsible contributions to Wikimedia projects through presentations, books, videos or other media;
4. to help raise public awareness of Wikimedia projects.

§2 - The Association supports all Wikimedia communities in all languages, in particular Dutch, French, German and English, as well as projects dedicated to Luxembourgish, West Flemish, Limburg and Walloon languages. Wikimedia Belgium shares similar objectives with the Wikimedia Foundation and other Wikimedia organisations, but without having any statutory link with them.

§3 - The Association may undertake any action that contributes directly or indirectly to the achievement of its objectives; in particular and not limited to actions carried out on the Internet and Wikimedia projects for the creation, dissemination and use of free educational and encyclopaedic content, the organisation of private or public activities and events, meetings, conferences, congresses, seminars, workshops, fairs and training events or the provision of information through different channels, taking care of national public relations requirements, etc... by disseminating its values and knowledge.

It can collaborate with cultural organisations, such as museums, archives, libraries or collections, and encourage them to share content with the general public under an appropriate licence, allowing everyone to participate in the cultural richness of our collective heritage. In particular, it may support any activity that is similar or complementary to its purpose.

§4 - The Association has no control or responsibility over the content of Wikipedia and similar projects of the Wikimedia Foundation, and cannot be held responsible for the contributions of its effective members, affiliated members, volunteers or third parties to these projects.

ARTICLE 4

The association was founded for an indefinite period of time, but can be dissolved at any time.

TITLE II: MEMBERS

ARTICLE 5

§1 - The Association has both effective and affiliate members.

§2 - The effective members are the persons having the right to vote at the meetings of the General Assembly. Their identity is mentioned in the register of members held at the Association's registered office. The legal provisions are only applicable to effective members. Their minimum number is set at two.

§3 -Only affiliated members may only benefit from the activities of the association. Their rights and obligations are set out in the internal regulations, that is published on the website of the association.

§4 - The term "member" in these statutes explicitly refers to effective members.

ARTICLE 6

§1 - Any natural person may be admitted to the association as an effective member by the Board of Directors. The application for admission of a candidate member must be submitted in writing to the Board of Directors.

§2 - Candidate members must however fulfil the following conditions:

1. be of effective age according to the provisions of the country of which they are nationals, unless authorised by their parents or legal guardian ;
2. not have been excluded from civil or political rights ;
3. not have been convicted or deprived of the right to work as a journalist or editor;
4. have not been convicted of crimes such as racism, xenophobia, Holocaust denial, dissemination of hate messages, incitement to violence or dissemination of prohibited material;
5. be a member for at least six months.

§3 - Effective members previously excluded may only be re-appointed as candidate effective members at least one year after having been re-appointed as associate members by the Management Board.

§4 - A rejected candidate may appeal to the general assembly, which may accept or reject the member.

ARTICLE 7

Any natural person may be admitted to the association as an affiliated member by the board of directors. The application for admission of a candidate as an affiliated member must be submitted in writing to the Board of Directors.

ARTICLE 8

Effective and affiliate members are required to pay an annual membership fee of up to EUR 1,200.00 The annual contribution to be paid is determined by the General Assembly. Each year the Board of Directors shall remind the effective and affiliated members to pay their membership fee within a specified period of time. A member who does not pay within the deadline set by the Board of Directors shall be deemed to have resigned.

ARTICLE 9

§1 - Each effective or affiliate member may leave the association at any time. The resignation must be notified in writing to the Board of Directors and takes effect as soon as it is received by the Board of Directors.

§2 - Any effective or affiliated member may be excluded at any time by decision of the General Assembly, in accordance with the provisions of Article 32 of these articles of association.

ARTICLE 10

Members or their legal successors have no share in the association's assets and may never claim restitution or compensation for contributions made or contributions made.

TITLE III: BOARD OF DIRECTORS

ARTICLE 11

The association is managed by the Board of Directors composed of a maximum of three to nine directors, elected from among the members of the association. If the General Assembly has only two members, the Board of Directors is composed of only two persons.

ARTICLE 12

§1 - Directors are appointed for a period of two years and are eligible for re-election.

§2 - Any director appointed to replace a former director is only appointed for the remainder of his or her predecessor's term of office.

ARTICLE 13

Directors are appointed by the General Meeting by a majority of votes, regardless of the number of members present or represented. The directors exercise their mandate free of charge.

ARTICLE 14

§1 - The term of office of the directors shall expire at the end of the term of office, by voluntary resignation, by resigning the membership, by dismissal by the general meeting, or by death.

§2 - A director who voluntarily resigns must inform the board of directors by e-mail or by registered letter. Such resignation shall take effect three months after the date of dispatch, unless otherwise decided by the general meeting in case of force majeure (illness or physical unavailability or conflict of interest) or unless such resignation reduces the minimum number of directors below the statutory minimum. In the latter case, the board of directors must convene the general meeting within a period of three months, which must provide for the replacement of the director concerned and must also notify this in writing. A director who resigns shall remain in office until he is replaced.

ARTICLE 15

§1 - The board of directors directs the affairs of the association and represents it in and out of court. The board of directors is competent to carry out all acts necessary or useful for the realisation of the object and purpose of the association, with the exception of those for which the general meeting is authorised by law. It acts as plaintiff and defendant in all legal proceedings and decides whether or not to claim compensation.

§2 - The board of directors appoints and dismisses employees and determines their remuneration.

§3 - The board of directors exercises its powers as a college.

§4 - A director may give power of attorney to another director in his absence. The Board of Directors may validly decide only if at least half of the directors are present or represented. Decisions are taken by a majority of the votes of the directors present or represented. Abstentions and invalid votes are not counted in the assessment. Contrary to the foregoing, in the event of a tie, the vote of the Chairman or that of his substitute shall be decisive.

§5 - However, if the board of directors is composed of only two persons, the proposal will be rejected in the event of a tie.

§6 - In the event of a conflict of interest, a director shall be excluded from the deliberation or vote on the agenda item concerned.

§7 - A written decision within the Board of Directors is possible by unanimous written decision of all Directors.

ARTICLE 16

§1 - The Board of Directors is convened by the Chairman or a director.

§2 - To be valid, notices convening the meeting of the board of directors must be signed and sent by the president or a director. All directors must be convened in writing at least five days before the meeting. In case of urgency, this time limit may be waived, provided that all directors agree.

§3 - Meetings of the Board of Directors are chaired by the President. In the event of impediment or absence, the meeting shall be chaired by the vice-chairman, if any, and, in the event of absence or absence, by a director appointed by the board of directors.

ARTICLE 17

Minutes shall be taken of each meeting, which shall be signed by the chairman of the meeting and by the directors who so request. The minutes shall be recorded in a register, which may be consulted by members and interested third parties at the registered office of the association. Extracts from the minutes are validly signed by the directors who may represent the association.

ARTICLE 18

The Board of Directors determines the internal regulations and submits them to the General Meeting for approval. The new rules of procedure come into force after their approval by the general meeting.

ARTICLE 19

§1 - Any individual director may validly sign on behalf of the association, for example for (and without limitation to) banks, official services and towards bpost or comparable postal services (such as for the receipt of registered mail).

§2 - Without prejudice to the general power of representation of the board of directors as a college, the association is always validly represented before and out of court by the actions of each individual director.

§3 - Directors acting in the name of the association declare their capacity, but are not required to demonstrate a decision or authorisation to third parties.

§4 - The directors must carry out their duties properly. In the event of serious shortcomings or errors, directors may be excluded by decision of the general meeting, in accordance with the provisions of Article 32 of these articles of association.

ARTICLE 20

§1 - The president is appointed for one year (possibly with extension).

§2 - The board of directors appoints a president and a secretary from among its directors and may also choose any position necessary for the proper functioning of the association.

§3 - The board of directors may delegate its powers for certain actions and tasks under its responsibility to one or more of the directors or to another person, whether or not a member of the association.

§4 - The termination of the functions of these authorised persons may take place: on a voluntary basis by the representative himself by submitting a written resignation to the board of directors; by dismissal by the board of directors.

§5 - Representatives appointed for special assignments exercise their powers individually or jointly.

ARTICLE 21

§1 - The board of directors may appoint an executive committee.

§2 - Day-to-day management includes actions and decisions which do not exceed the needs of the daily life of the association, as well as actions and decisions which, either because of their minor importance or because of their urgency, do not justify the intervention of the board of directors.

§3 - The appointment of the executive committee is made by the board of directors.

§4 - Termination of the functions of the executive committee may take place: on a voluntary basis by a member of the executive committee himself by written resignation to the board of directors; by dismissal by the board of directors.

§5 - Decisions taken by the executive board are always taken in collegial consultation.

§6 - For the external representation of the executive board, a member of the executive board may act alone.

TITLE IV: GENERAL ASSEMBLY

ARTICLE 22

§1 - The General Assembly is composed of all effective members and is chaired by a member appointed by the General Assembly. The general assembly also appoints the scrutineers at the beginning of the session.

§2 - A member may be represented at the general assembly by another member or by an affiliated member not suspended or by a councillor. A proxy may only represent one member. The proxy must be given to the Board of Directors by e-mail or any other written means at least 24 hours before the beginning of each session.

§3 - Each member or represented member has his own vote at the General Assembly.

ARTICLE 23

The General Assembly is competent to :

1. the modification of the articles of association;
2. the appointment and dismissal of directors;
3. the appointment and dismissal of auditors;
4. determining the remuneration of directors and auditors;
5. the approval of the annual accounts and the budget;
6. the discharge of directors and auditors;
7. the introduction of an action of association against directors and auditors;
8. disciplinary cases concerning effective and affiliate members;
9. the voluntary dissolution of the association;
10. the transformation of the association into an aisbl/ivzw, a cooperative society recognised as a social enterprise or a cooperative society recognised as a social enterprise;
11. accepting or refusing a generality and contribution without remuneration;
12. all other cases required by law or the articles of association.

ARTICLE 24

§1 - The General Assembly meets by decision of the Board of Directors whenever the purpose of the association requires it.

§2 - The power of decision to organise the General Assembly is reserved to the Board of Directors, its power of execution is delegated to a person designated by the Board of Directors.

§3 - It must be convened at least once a year for the approval of the annual accounts of the previous financial year, the discharge of the directors and the auditors and the approval of the budget for the following year.

ARTICLE 25

The Annual General Meeting is held within six months of the end of the financial year.

ARTICLE 26

The Board of Directors is also obliged to convene the General Meeting if 1/5th of the effective members submit a request to that effect to the Board of Directors indicating the items on the agenda to be discussed. The board of directors must provide for the convening of the general meeting within 21 days of the request, which must be organised no later than the 40th day after the request.

ARTICLE 27

§1 - In order to be valid, invitations to the general meeting must be signed and sent by a person designated by the board of directors. All effective members, including the directors and the auditors, must be convened by e-mail, ordinary letter or registered letter at least fifteen days before the meeting. The notice of meeting shall be published electronically in an obvious place such as the official website of the association.

§2 - All persons whose personal files are to be dealt with at the hearing must be invited by electronic mail or by registered letter at least fifteen days before the hearing. If their file concerns disciplinary matters, the invitation must clearly indicate the scheduled session, the charges, the place where the file can be consulted and the period of consultation.

ARTICLE 29

Except in cases where the law or the articles of association provide for a special majority, decisions shall be taken by a majority of the votes of the members present or represented, irrespective of the number of members present and represented, and abstentions and invalid votes shall not be taken into account in the assessment. In the event of a tie, the proposal shall be rejected.

ARTICLE 30

§1 - The amendment of the articles can only be decided upon if this amendment is mentioned in detail in the agenda and if two thirds of the effective members are present or represented. If this number is not reached, a second meeting may be convened, at which a valid decision may be taken, regardless of the number of participants. This second meeting may not take place within 15 days of the first meeting. A majority of 2/3 of the votes present or represented is also required for any amendment to the statutes, also at the second general meeting.

§2 - The modification of the object or purpose of the association can only be decided by a majority of 4/5ths of the votes when abstentions and invalid votes have no value.

ARTICLE 31

§1 - Except in the case of judicial dissolution or dissolution by operation of law, the General Assembly may only decide to dissolve the association if 2/3 of the members are present or represented at the General Assembly and a majority of 4/5 agrees to dissolve the association voluntarily. The proposal for the voluntary dissolution of the association must be explicitly mentioned in the agenda of the general meeting.

§2 - If 2/3 of the members are not present or represented at this General Assembly, a second General Assembly must be convened which will deliberate validly regardless of the number of members present or represented provided that a majority of 4/5ths accepts the voluntary dissolution of the association. Abstentions and invalid votes have no value.

§3 - In the event of voluntary dissolution, the General Assembly or, failing this, the court, shall appoint one or more liquidators. It also determines their powers and the conditions of liquidation.

§4 - The assets, after discharge of the liabilities, are transferred to an association with a similar object, designated by the general meeting.

ARTICLE 32

§1 - The general meeting may only decide to temporarily or permanently exclude an effective member, a member of the board of directors or an affiliated member if at least two thirds of the members are present or represented at the meeting. If the latter condition is not fulfilled, a second meeting is necessary and the new meeting shall deliberate and take a valid decision, regardless of the number of members present or represented. The second meeting may not take place within fifteen days of the first meeting. An exclusion shall only be adopted if it obtains two thirds of the votes cast, abstentions not being counted in the numerator or denominator.

§2 - In the event of the exclusion of a director or an effective or affiliated member, this item must be explicitly included on the agenda and the person in question must be invited to present his or her defence.

ARTICLE 33

§1 - The General Meeting decides on disciplinary measures by a simple majority of votes.

§2 - If effective or affiliated members, or directors of the association (or legal entities of which they are shareholders, directors or employees) provide goods or services against payment or win tenders, the general meeting shall be informed of the content of the contract and the manner in which it has arisen, as well as the financial implications of the contract and whether a member, associate member or director would personally benefit from it and, if so, which ones.

§3 - If the general meeting has not been informed, the presumption of a conflict of interest will be justified and the effective member or affiliate member or director concerned will be subject to disciplinary sanctions, as well as any third party director who has approved such an agreement, and the burden of proof will be lightened. Conversely, this means that the persons concerned must demonstrate that there has been no personal gain for the parties concerned. In this context, personal gain is to be considered as excessive profits, commissions or variable remuneration above that which would be received for other similar contracts or supplies.

§4 - Where a personal gain is established, the general meeting may take the following measures, with the possibility of invoking mitigating circumstances, if it can be shown that the association obtained a material or financial benefit from the transaction and that the benefit was insignificant:

1. attempts to conceal personal gain or adverse consequences for the association are an aggravating circumstance ;
2. against an affiliated member, the general assembly may decide to impose a sanction ranging from a reprimand to temporary or at most permanent exclusion ;
3. in the case of an effective member, the general meeting may decide on a sanction ranging from a reprimand to temporary or at most permanent exclusion as an effective member and as an affiliated member;
4. in the case of a director, the general meeting will decide on a sanction ranging from a reprimand to dismissal as a director (the general meeting must indicate whether or not she is authorised to represent herself) or temporary or permanent exclusion as an effective member or affiliate member;
5. in any case, reimbursement of the amount of the illegal personal gain may be demanded.

§5 - Pending a decision by the General Assembly, the Board of Directors may suspend effective and affiliated members who have committed a serious breach of the association's statutes or of the rules of honour and decency, which prevents them from participating in the association's activities.

ARTICLE 34

Minutes shall be taken of each meeting, which shall be signed by the chairman of the meeting and by the directors who so request. The minutes shall be recorded in a register, which may be consulted by members and interested third parties at the registered office of the association. Extracts from these documents are validly signed by the directors who may represent the association.

TITLE V: ACCOUNTS AND BUDGETS

ARTICLE 35

§1 - The Association's financial year runs from 1 January to 31 December.

§2 - The Board of Directors closes the accounts of the past financial year and prepares the budget for the coming financial year. Both are subject to approval by the General Assembly, which is held within six months of the end of the financial year.

TITLE VI: FINAL PROVISIONS

ARTICLE 36

In all matters not provided for in these articles of association, the Code of Companies and Associations (WVV) shall continue to apply.

Thus drafted and adopted at the Extraordinary General Meeting of Saturday 19 September 2020 in Brussels.

Geert Van Pamel, Chairman

Official publication of the statutes

• Extract Publication in the Official Journal, 17 October 2014.
• Amendments of the articles of association
• All publications of the Official Gazette (Enter company number 0563.775.480)