Bylaws

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    <title>Bylaws</title>
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      <timestamp>2026-08-20T10:18:24Z</timestamp>
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        <username>Reda Kerbouche</username>
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      <comment>Created page with &quot;''Draft bylaws for the Wikimedia UAE community, adapted to the law of the United Arab Emirates. This draft has not yet been reviewed by UAE legal counsel or approved by the Ministry of Community Empowerment.''  '''Bylaws of the &quot;Wikimedia UAE&quot; (Wikimedians of the United Arab Emirates) public welfare association.''' Prepared with reference to Federal Decree-Law No. (50) of 2023 Concerning the Regulation of Public Welfare Associations.  Approved by the signature of Founder...&quot;</comment>
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      <text bytes="26112" sha1="sbbsbhjfgogshgn78sagc974fj6rhi8" xml:space="preserve">''Draft bylaws for the Wikimedia UAE community, adapted to the law of the United Arab Emirates. This draft has not yet been reviewed by UAE legal counsel or approved by the Ministry of Community Empowerment.''

'''Bylaws of the &quot;Wikimedia UAE&quot; (Wikimedians of the United Arab Emirates) public welfare association.''' Prepared with reference to Federal Decree-Law No. (50) of 2023 Concerning the Regulation of Public Welfare Associations.

Approved by
the signature of Founders
dated [DATE]

BYLAWS
of the Public Welfare Association
&quot;Wikimedia UAE&quot; (Wikimedians of the United Arab Emirates)

UNITED ARAB EMIRATES
2026

== Article 1 ==
=== General Provisions of the Association ===

1.1. &quot;Wikimedia UAE&quot; (hereinafter referred to as the &quot;Association&quot;) is a non-profit, membership-based public welfare association established under Federal Decree-Law No. (50) of 2023 Concerning the Regulation of Public Welfare Associations and its Executive Regulations.

1.2. The Association is considered founded from the moment its legal personality is granted by ministerial resolution and published in the UAE Official Gazette, following licensing by the Ministry of Community Empowerment (or the competent local authority of the relevant emirate).

1.3. The legal form of Wikimedia UAE is a public welfare (non-profit) association and its registered address is [Emirate, City, Address], United Arab Emirates.

1.4. Name of the Association:

a) Arabic: [جمعية ويكيميديا الإمارات]
b) In English: &quot;Wikimedia UAE (Wikimedians of the United Arab Emirates)&quot;.
c) Short name in English: &quot;Wikimedia UAE&quot;.

1.5. Deriving from its goals, Wikimedia UAE shall operate throughout the United Arab Emirates, and abroad in coordination with the Wikimedia Foundation and other Wikimedia movement affiliates, subject to the approvals required under Article 3.5.

1.6. E-mail address of the Association is [info@wikimediauae.org].

1.7. The Association has its own property, as well as its own bank accounts with banks licensed in the United Arab Emirates, in national and foreign currency. The Association has the authority to acquire property rights and personal non-property rights; conclude agreements; establish branches and representative offices both in the UAE and abroad in accordance with law; own, use and dispose of its assets; take part in lawful economic activity in accordance with UAE legislation and the goals of the Association; and be a claimant or a respondent before UAE courts and arbitral tribunals at any stage of proceedings.

1.8. The Association shall be independent of the condition of its founding members and the person(s) authorized to represent it. The Association's liability shall be limited to its property. The founding members, members, the Board of Directors, and the Executive Director shall not be personally liable for the Association's obligations. Likewise, the Association shall not be liable for the personal obligations of its members or of the persons authorized to direct and represent it.

1.9. The founders of the Association (minimum of seven, at least 70% of whom must be UAE nationals, in accordance with Article 5 of Federal Decree-Law No. 50/2023):

# [Founder name — UAE national]
# [Founder name — UAE national]
# [Founder name — UAE national]
# [Founder name — UAE national]
# [Founder name — UAE national]
# [Founder name]
# [Founder name]

== Article 2 ==
=== The Goal and Objectives of the Association ===

2.1. The main goal of &quot;Wikimedia UAE&quot; is promoting the creation, accumulation, development (updating, systematization, structuring), dissemination and reflection in international projects of any encyclopedic, educational, scientific, reference information and other knowledge that is generally available and permitted, in Arabic and other languages, consistent with UAE law and public policy.

2.2. In order to achieve the above-mentioned goal, the Association aims at accomplishing the following objectives:

2.2.1. Raising funds, within the limits and approvals required by UAE law, to finance the Association's work and programs;

2.2.2. Cooperation with UAE government entities and educational institutions on initiatives related to open knowledge, digital literacy and cultural heritage;

2.2.3. Distribution and promotion of the works of various authors under the author's permission or with an appropriate free license, which allows any person to distribute the works of any author legally, without paying royalties to the author, including in digital or print form;

2.2.4. Providing assistance in acquiring rights to the works of various authors under conditions that allow any person to distribute these works legally on Wikimedia projects, without paying a fee to the author, in any form including digital form;

2.2.5. Informing the public about the activities of the Association through informational literature, mass media, social networks and other sources of public information;

2.2.6. Organizing academic and educational events as well as participating in events organized by other organizations;

2.2.7. Ensuring activities available through the Internet and other telecommunications in order to create, collect, develop and disseminate knowledge;

2.2.8. Cooperation with local and foreign organizations that have similar goals and objectives, including other Wikimedia movement affiliates and the Wikimedia Foundation, subject to any approvals required under UAE law for engagement with foreign entities;

2.2.9. Ensuring publishing activities, production and distribution of photographic and other products in accordance with the goals of the Association and applicable UAE media regulations;

2.2.10. Protecting and representing the interests of individuals affiliated with the Association, through the development of programs, before relevant administrative bodies, courts and local/international organizations;

2.2.11. Providing social and other assistance to the members of the Association and other persons related to the fields of activity of the Association, for the implementation of their activities;

2.2.12. Ensuring diversity and involvement in the membership and governance of the Association.

== Article 3 ==
=== The Form of Activity of the Association ===

3.1. &quot;Wikimedia UAE&quot; shall carry out only activities that are not prohibited by UAE law and that fall within the scope of its license.

3.2. &quot;Wikimedia UAE&quot; has the authority to carry out ancillary economic activity, the profits from which must be used solely for the achievement of the goals of the Association. It is impermissible to distribute the profits derived from such activity among the founding members, members and donors of the Association, as well as among the persons authorized to direct and represent it, in accordance with Article 3.2 of Federal Decree-Law No. 50/2023.

3.3. The branches and representative offices of the Association within the UAE are not independent legal entities. They only use the property owned by the Association and act in accordance with this Charter, and require prior approval of the competent authority. The property of the branches and representative offices is recorded both separately and on the balance sheet of the Association. Heads of branches and representative offices are appointed by the Executive Director of the Association, who acts on the basis of granted authority.

3.4. Branches and representative offices shall act on behalf of the Association. The Association shall be responsible for the activities of its branches and representative offices.

3.5. Participation by the Association or its representatives in activities, events or memberships outside the United Arab Emirates — including engagement with the Wikimedia Foundation and other international Wikimedia affiliates — requires prior approval from the Ministry of Community Empowerment (or the competent local authority), in accordance with UAE rules on associations' international activities. The Board of Directors is responsible for obtaining such approvals before any such commitment is made.

== Article 4 ==
=== The Property of the Association ===

4.1. The Association may have different movable and immovable property under its ownership in accordance with UAE legislation.

4.2. Property and financial resources of the Association include: regular membership fees paid by members (including founders); donations from individuals and legal entities (subject to any fundraising permit required by the competent authority); grants (including from the Wikimedia Foundation, subject to any approvals required for the receipt of foreign funding); and other lawful income obtained by the Association to achieve its objectives.

4.3. It is impermissible to distribute the property of the Association among the founders, members of the governing bodies, or donors, as well as to use the Association's resources unlawfully.

4.4. The property of the Association may only be used for the achievement of the goals envisaged in this Charter.

4.5. All funds of the Association must be held in accounts with banks licensed in the United Arab Emirates; cash transactions are prohibited where the law requires transfer through such accounts. Investment of surplus funds requires the prior approval of the competent authority.

4.6. The Association's annual financial statements must be audited by an authority-approved audit office and submitted to the Ministry of Community Empowerment (or the competent local authority) each year.

== Article 5 ==
=== Membership, Members' Rights and Obligations ===

5.1. A member of the Association can be any UAE resident of legal age and good conduct who shares the goals and objectives set forth in this Charter, subject to Board approval and any eligibility criteria set by the competent authority.

5.2. All members of the Association have equal rights and obligations. The membership of the Association may not be transferred to third parties.

5.3. Procedure for admission to the Association:

5.3.1. A new member of the Association is accepted by the Board of Directors, based on their application submitted to the Chairperson of the Board.

5.3.2. Admission of a new member to the Association takes place at the nearest meeting of the Board of Directors, by a majority of votes of the Board members.

5.4. Rule of expulsion from membership of the Association:

5.4.1. The decision to expel a member from the Association is made by the Board of Directors at its nearest meeting, by a majority of votes of the Board members.

5.4.2. A member's decision to leave the Association will be confirmed at the nearest meeting of the Board of Directors.

5.4.3. The grounds for termination of membership:

* Written notice;
* Violation of this Charter;
* Obstructing the implementation of the activities and goals of the Association;
* Recognition of a member as legally incapable, missing or dead by a court decision;
* Loss of eligibility for membership under UAE law;
* His/her/their death.

5.4.4. If a member leaves the Association, he/she/they will not be reimbursed for property voluntarily transferred to the Association or for membership fees paid.

5.5. Rights and obligations of the members of the Association:

5.5.1. The right to participate in the activities of the Association and to be members of the General Assembly of the Association;

5.5.2. The right to receive information about the activities of the Association in accordance with the rules established by this Charter;

5.5.3. The right to terminate membership of the Association;

5.5.4. The right to communicate with the Association's governing bodies (the General Assembly, the Board of Directors and the Executive Director) on any matter related to the activities of the Association;

5.5.5. The right to submit an initiative to the General Assembly;

5.5.6. The right to transfer their property to the Association;

5.5.7. The right to elect members of the governing bodies and to nominate their own candidacy for membership in the governing bodies, subject to the nationality requirements of Article 8.2;

5.5.8. Obligation to comply with this Charter, decisions of the governing bodies of the Association and UAE law;

5.5.9. Obligation to propagate the goals of the Association;

5.5.10. Obligation not to disclose confidential information related to the activities of the Association;

5.5.11. Obligation to protect the Association's reputation;

5.5.12. Obligation to pay the membership fee in accordance with the established procedure and amount;

5.5.13. Obligation to provide the governing bodies of the Association with all necessary information on issues related to the activities of the Association;

5.5.14. Obligation to attend sessions of the General Assembly.

== Article 6 ==
=== The Association's Governance, Management and Representation ===

6.1. The supreme governing body of the Association is the &quot;General Assembly of Wikimedia UAE&quot; (hereinafter referred to as the &quot;General Assembly&quot;).

6.2. The executive body of the Association is the &quot;Board of Directors of Wikimedia UAE&quot; (hereinafter referred to as the &quot;Board of Directors&quot;).

6.3. The authority to represent the Association is vested in the Executive Director of the Association (hereinafter referred to as the &quot;Executive Director&quot;).

== Article 7 ==
=== General Assembly ===

7.1. The main governing body of the Association is the General Assembly, whose members are all members registered in the Association. A General Assembly meeting is held as needed, but not less than once a year, in accordance with Article 10 of Federal Decree-Law No. 50/2023.

7.2. The competence of the General Assembly includes the following issues:

7.2.1. Amendments to the Association's Charter and their approval (including the approval of a new version of the Charter), subject to Article 11;

7.2.2. Formation of the governing/managing bodies of the Association and termination of the term of office of their members;

7.2.3. Approval of the annual budget and financial statements;

7.2.4. Reorganization decision;

7.2.5. Liquidation decision.

7.3. The General Assembly is authorized if attended by at least ½ of the members of the Association. General Assembly decisions are made by secret ballot. Each member has one vote and transfer of votes to another person is not allowed.

7.3.1. The General Assembly needs ¾ of the members attending the meeting to make decisions regarding the issues covered by Article 7.2.1 of this Charter. The decision on liquidation and reorganization of the Association is made by 80% of the votes of the attending members. The General Assembly needs a simple majority of votes to decide on other issues.

7.4. A General Assembly meeting can be called by a petition of ⅓ of the members of the Association, by initiative of the Board of Directors, or by initiative of the Executive Director, and shall be reported to the competent authority as required by law.

7.5. All members must be notified in advance of the invitation to the General Assembly in writing, by text message, e-mail or other means of communication, indicating the agenda and meeting place, at least one week before the meeting.

== Article 8 ==
=== Board of Directors ===

8.1. The Board of Directors manages the activities of the Association.

8.2. The Board of Directors consists of no fewer than five (5) and no more than eleven (11) members, at least 70% of whom must be UAE nationals, elected for a term of two years, in accordance with Article 8 of Federal Decree-Law No. 50/2023.

8.3. Members of the Board of Directors are elected by the General Assembly for a term of two years. They shall be elected in accordance with the general decision-making procedure referred to in Articles 7.3 and 7.3.1 of this Charter.

8.4. The activities of the Board of Directors are managed by a Chairperson elected from among the members of the Board for a term of two years. 60% of the votes of the members of the Board of Directors are required to elect the Chairperson.

8.5. In case of resignation of the Chairperson of the Board of Directors, or otherwise early termination of his/her/their authority, the Board of Directors shall immediately call a special meeting to elect an Acting Chairperson. Special elections will be appointed to fill the vacancy. After the special elections, the election of the Chairperson of the Board of Directors is re-conducted.

8.6. In case of resignation of any member of the Board of Directors, or otherwise early termination of his/her/their term of office, special elections shall be appointed to fill the vacancy, while preserving the nationality ratio required by Article 8.2.

8.7. The term of membership of persons elected by special elections to the Board of Directors shall be determined in accordance with the term of office of the current Board.

8.8. Meetings of the Board of Directors are held as needed, but no less than once per quarter. A meeting of the Board of Directors is appointed at the initiative of the Chairperson or at the request of at least ⅓ of the members of the Board.

8.9. The Board of Directors is authorized if attended by more than half of its members. Decisions of the Board of Directors are made by consensus. If no consensus is reached, a vote shall be taken, and the decision shall be taken by a majority of votes.

8.10. The authority of the Board of Directors includes:

8.10.1. Determining and approving the Association's strategy, main activities, plans, programs and budget;

8.10.2. Approving the costs and balance of the Association before submission to the General Assembly and the competent authority;

8.10.3. Creating working groups and appointing their coordinators, as well as dismissing them;

8.10.4. Hearing the reports of persons elected and appointed by the Board of Directors;

8.10.5. Admission and expulsion of members of the Association;

8.10.6. Submitting a draft of amendments and additions to the Charter to the General Assembly for approval;

8.10.7. Election of the Chairperson of the Board of Directors for a term of 2 years;

8.10.8. Dismissal of the Chairperson of the Board of Directors (by approval of 80% of the votes of all members of the Board);

8.10.9. Appointment of the Executive Director of the Association for a term of 3 years, by a majority of votes of the members of the Board, and early dismissal by 80% of the members of the Board;

8.10.10. Approving the opening of branches and representative offices, subject to approval of the competent authority;

8.10.11. Determining the membership fee;

8.10.12. Approving cooperation with international and local organizations, subject to Article 3.5;

8.10.13. Appointing a representative at local and international events, conferences and other meetings;

8.10.14. Monitoring the activities of the Association and ensuring compliance with UAE law and this Charter;

8.10.15. Ensuring that all filings, approvals and audited financial statements required by the Ministry of Community Empowerment (or the competent local authority) are submitted on time;

8.10.16. Making decisions on other issues that do not fall within the competence of the General Assembly and the Executive Director under this Charter.

8.11. Membership of the Board of Directors is voluntary and not subject to remuneration, consistent with the non-distribution-of-profit rule in Article 3.2.

8.12. A member of the Board of Directors of the Association may hold a remunerative position in the Association other than the position of Executive Director and his/her/their Deputy.

== Article 9 ==
=== Executive Director of the Association ===

9.1. The Executive Director is responsible for directing and representing the Association within the limits of the authorities granted by this Charter. The Executive Director is appointed by the Board of Directors in accordance with the rules established by this Charter. The Director shall act on behalf of the Association and represent it in dealings with third parties. The Director is obliged to conduct the Association's activity with due diligence and in good faith, on the basis of applicable UAE legislation and this Charter. If he/she/they fail to fulfill this obligation, he/she/they shall be obliged to compensate for the damage done to the Association by such action or inaction in accordance with applicable legislation.

9.2. The Executive Director is accountable to the Board of Directors.

9.3. The Executive Director:

9.3.1. Acts on behalf of the Association and represents it in dealings with third parties, both within and outside the country. Enters into contracts on behalf of the Association;

9.3.2. With the consent of the Board of Directors, acquires, alienates and provides real estate as security on behalf of the Association;

9.3.3. Manages the financial and material resources of the Association, is responsible for their proper use, and signs the relevant official and financial documents;

9.3.4. Opens and manages all types of bank accounts with UAE-licensed banks on behalf of the Association. Communicates with various state or financial institutions, including banking institutions, and signs relevant documents. Ensures the legality of the financial activities of the Association;

9.3.5. Issues orders, directives and gives instructions to employees of the Association;

9.3.6. Appoints and dismisses employees of the Association. Determines the amount of their remuneration, conditions and hourly workload;

9.3.7. Submits the main directions, plans, programs and annual activity reports of the Association for approval to the General Assembly;

9.3.8. Coordinates the administrative and program activities of the Association. Guides the development of projects and ensures their implementation;

9.3.9. Appoints heads of branches and representative offices, where approved;

9.3.10. Ensures the implementation of the decisions of the General Assembly and the Board of Directors;

9.3.11. Ensures the Association's ongoing compliance with the reporting, inspection and audit obligations set by the competent authority;

9.3.12. Performs other functions defined by this Charter.

9.4. In the event of the resignation of the Executive Director, or otherwise early termination of his/her/their term of office, the Board of Directors shall immediately convene a special meeting to appoint a new Executive Director.

9.5. In case of absence, resignation or otherwise early termination of the Executive Director's term of office, his/her/their duties are temporarily performed by the Deputy Executive Director, if one has been appointed.

== Article 10 ==
=== Relationship with the Competent Authority ===

10.1. The Association operates under the license and continuing supervision of the Ministry of Community Empowerment (or the competent local authority of the relevant emirate), which has the right to inspect the Association's records, accounts and activities at any time in accordance with the law.

10.2. The Association shall notify the competent authority of any change to its address, Board composition, or bylaws, and shall obtain prior approval where required by law before implementing such changes.

10.3. The Association shall submit annual reports and audited financial statements to the competent authority within the timeframes prescribed by Federal Decree-Law No. 50/2023 and its Executive Regulations.

10.4. Serious violations of UAE law or this Charter may result in penalties, suspension, or compulsory dissolution as provided by law.

== Article 11 ==
=== Changes and Amendments to the Charter and its Entry into Force ===

11.1. Amendments to the Charter of the Association (including a new edition) shall enter into force from the moment of their approval by the competent authority, as required for licensed associations under UAE law.

11.2. Changes and additions to the Charter of the Association (including a new edition) are possible only in accordance with Articles 7.3 and 7.3.1 of this Charter, according to the procedure for decision-making by the General Assembly.

== Article 12 ==
=== Liquidation and Reorganization ===

12.1. The decision to liquidate or reorganize the Association is made by the approval of 80% of the members present at the General Assembly meeting called for that purpose.

12.2. Liquidation and reorganization is carried out by the Board of Directors in accordance with UAE legislation, and is subject to the approval of, or notification to, the competent authority as required by law.

12.3. The competent authority may order compulsory dissolution of the Association for serious or repeated violations of UAE law or this Charter.

12.4. The property of the liquidated Association must be expressed in monetary value, and creditors must be satisfied. The remaining property shall be transferred to another UAE-licensed non-profit legal entity with similar goals, on the basis of a decision of the Board of Directors approved by the competent authority. Remaining property may not revert to founders, members, or Board members.

== Article 13 ==
=== Final Provisions ===

13.1. The official working language of the Association is Arabic; English may be used for translation and international communication.

13.2. This Charter (Founders' Agreement) enters into force upon signature by all founders and upon the granting of legal personality by the competent authority.

13.3. Recognition of a provision of the present Charter as invalid (null) shall not affect the validity of the entire Charter.

13.4. In case of any inconsistency between this Charter and the legislation of the United Arab Emirates, the law shall apply.

----

''This page is a drafting template prepared for the Wikimedia UAE community, modeled and adapted with reference to UAE Federal Decree-Law No. (50) of 2023 Concerning the Regulation of Public Welfare Associations. It has not been reviewed by a licensed UAE lawyer or approved by the Ministry of Community Empowerment, and should not be treated as legal advice or as a final governing document until such review takes place.''

[[Category:Bylaws]]</text>
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