Wikimedia Chapters Association/Standing Orders

Standing Orders of the Chapters Council Preamble

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Definitions

• Chair: The individual who at any given time is presiding over a meeting of the Council.
• Chair of the Council (CotC): An individual elected by the Council who typically presides over the Council as Chair.
• Deputy Chair of the Council (DCotC): An individual elected by the Council to serve as Chair where the CotC is unable to do so.
• The Chapters Association's Council hereafter referred to as "the Council".

Section 1: Membership of the Council

1(a) In accordance with the Charter presented at the Wikimedia Conference 2012 in Berlin, each member organisation of the Chapters Association is entitled to appoint one delegate to the Council.

1(b) The Council will be presided over by a Chair, hereafter referred to by the title “Chair of the Council”. The Chair of the Council must be a delegate to the Council.

1(c) The role of each delegate is to speak and vote on behalf of their organisation in the council.

1(d) In accordance with the charter, each delegate is appointed for a term of two years.

1(e) The Chair of the Council will publish for public scrutiny a list of delegates, along with the name of which organisation each delegate represents in the Council.

1(f) At any time, a member organisation may change their delegate by providing written advice to the Chair of the Council (or delegate) listing the name of the former delegate, the name of the new delegate, and the reason for the change. The Chair of the Council will within XX days notify in writing all members of the Council and the Secretary-General of the change, and update the public list published in accordance with standing order 1(e) with details of the new delegate.

1(g) Where the position of Chair of the Council is vacant, the duties of that role (notwithstanding the provisions of standing order 2(b)) shall temporarily fall to the Deputy Chair of the Council. If the position of Deputy Chair of the Council is vacant, the duties of that role fall to the Secretary-General.

1(h) Where the Chair of the Council ceases for any reason to be a delegate to the Council, the office of Chair of the Council shall be declared as vacant.

Section 2: Election of the Chair

2(a) An election for the role of Chair of the Council will take place at the first meeting of the Council, and on any occasion thereafter where the role of Chair of the Council is vacant.

2(b) No council business other than the election of a new Chair of the Council may be conducted while the role of Chair of the Council is vacant.

2(c) The election shall be conducted by the Deputy Chair of the Council, acting as chair, unless that position is also vacant, in which case the Secretary-General acting as Chair, in line with the provisions of standing order 1(g).

2(d) When electing a new Chair of the Council, the routine shall be as follows:

• The Chair shall invite nominations for the office.
• Any delegate may propose the nomination of any delegate, by moving that they take the office of ‘Chair of the Council’. The delegate being nominated must be present, and the motion must be seconded.
• The nominated member must inform the council whether the nomination is accepted or declined.
• The Chair shall ask ‘Is there any further proposal?’ and shall ask this again for any further proposals and acceptance.
• If no further proposals are made, then the Chair shall state ‘The time for new proposals has expired.’ No further nominations may be made after this time.
• In the event that there is only one nominee, that nominee shall be deemed to be the new Chair of the Council.
• In the event that there are no nominees, the Chair shall suspend the meeting for a period of not more than XX minutes. Upon reconvening, the nomination process should be restarted with a fresh call for nominations.
• In the event that there are two or more nominees, each nominee may address the council for a period of not more than X minutes. The contents of the address must be relevant to the election.
• After any statements are made, each delegate shall provide a ballot paper to the Chair containing the name of a nominated delegate for whom they are voting. Once ballots are received from all delegates present, they shall be counted publicly and openly by the Chair. Ballots that do not contain the name of a nominated delegate will be declared invalid and disregarded.
• If any one nominee has a majority of valid votes cast in step (i) above, they shall be declared the winner and deemed to be the new Chair of the Council.
• If no nominee has a majority of the valid votes cast in step (i) above, the nominee with the least number of votes shall be eliminated from the process, and a fresh vote conducted. This process will repeat until a single nominee has a majority of the votes.
• In the event of a tie, either for a winner or for eliminating a nominee as provided for in step (k), the Chair will call a recess of not less than XX minutes. After reconvening, a fresh ballot shall be taken with the same nominees. This process will be repeated until such time as there is a decisive result, or a nominee withdraws making further ballots unnecessary.
• A nominee may withdraw from the election after the result of the first ballot is announced, or at any time between ballots. If a withdrawal leaves only one nominee remaining, that nominee will be deemed to be the new Chair of the Council.
• At the conclusion of an election for Chair of the Council, the Chair shall declare the successful nominee to have been elected, and yield the position of Chair immediately to the new Chair of the Council.

2(e) In the event that the Deputy Chair of the Council is elected Chair of the Council, the office of Deputy Chair of the Council will be declared vacant and an election immediately held for that office, in line with standing order 3(c). 2(f) The Chair of the Council may resign by giving no less than XX days notice to all members of the Council and the Secretary-General.

Section 3: Election of the Deputy Chair

3(a) An election for the role of Deputy Chair of the Council will take place at the first meeting of the Council, and on any occasion thereafter where the role of Deputy Chair of the Council is vacant. 3(b) No council business other than the election of a new Deputy Chair of the Council may be conducted while the role of Deputy Chair of the Council is vacant. If the offices of Chair of the Council and Deputy Chair of the Council are both vacant at the same time, then the election of Chair of the Council must take place first. 3(c) When electing a new Deputy Chair of the Council, the routine shall be as follows:

   The Chair shall invite nominations for the office.
   Any delegate may propose the nomination of any delegate, by moving that thay take the office of ‘Deputy Chair of the Council’.  The delegate being nominated must be present, and the motion must be seconded.  
   The nominated member must inform the council whether the nomination is accepted or declined.
   The Chair shall ask ‘Is there any further proposal?’ and shall ask this again for any further proposals and acceptance.
   If no further proposals are made, then the Chair shall state ‘The time for new proposals has expired.’  No further nominations may be made after this time.
   In the event that there is only one nominee, that nominee shall be deemed to be the new Chair of the Council.
   In the event that there are no nominees, the Chair shall suspend the meeting for a period of not more than XX minutes.  Upon reconvening, the nomination process should be restarted with a fresh call for nominations.
   In the event that there are two or more nominees, each nominee may address the council for a period of not more than X minutes.  The contents of the address must be relevant to the election.
   After any statements are made, each delegate shall provide a ballot paper to the Chair containing the name of a nominated delegate for whom they are voting.  Once ballots are received from all delegates present, they shall be counted publicly and openly by the Chair.  Ballots that do not contain the name of a nominated delegate will be declared invalid and disregarded.
   The nominee with the most votes is declared the Deputy Chair of the Council.  An absolute majority of valid votes is not required.
   In the event of a tie, the Chair will call a recess of not less than XX minutes. After reconvening, a fresh ballot shall be taken with the same nominees.  This process will be repeated until such time as there is a decisive result, or a nominee withdraws making further ballots unnecessary.
   A nominee may withdraw from the election after the result of the first ballot is announced, or at any time between ballots.  If a withdrawal leaves only one nominee remaining, that nominee will be deemed to be the new Deputy Chair of the Council.
   At the conclusion of an election for Deputy Chair of the Council, the Chair shall declare the successful nominee to have been elected.

3(d) In the event that the Chair of the Council is elected Deputy Chair of the Council, the office of Chair of the Council will be declared vacant and an election immediately held for that office, in line with standing order 2(d). 3(e) The Deputy Chair of the Council may resign by giving no less than XX days notice to all members of the Council and the Secretary-General.

Section 4: Administration of the Council

4(a) Members elect a Chair of the Council and a Deputy Chair of the Council in line with the provisions in Section 2 and Section 3. 4(b) The Chair of the Council will preside at all times over the Council, except when the provisions of standing order 4(c) apply. 4(c) The Deputy Chair of the Council shall provide in situations where the Chair of the Council is:

   Not physically present at a physical meeting.
   Unable to preside over the Council due to iUnavailable to preside over the Council for any reason
   Where the Council is discussing a matter directly related to the organisation of which the Chair of the Council is a delegate for.
   Where the Council is discussing the conduct or actions of the Chair of the Council.

4(d) In the event that the Deputy Chair of the Council would normally be called upon to preside over the Council in accordance with standing order 4(c), but themselves are:

   Not physically present at a physical meeting.
   Unable to preside over the Council due to ill health or incapacity
   Unavailable to preside over the Council for any reason
   Where the Council is discussing a matter directly related to the organisation of which the Deputy Chair of the Council is a delegate for.
   Where the Council is discussing the conduct or actions of the Deputy Chair of the Council.

The Council will select an Acting Chair in accordance with the election procedures listed in standing order 3(c) to temporarily preside until the Chair of the Council or Deputy Chair of the Council can preside again. 4(e) In the event of disagreement over whether any of the situations listed in standing orders 4(c) and 4(d) apply, any delegate may at any time move that the provisions of those standing orders apply, and that the Chair of the Council or Deputy Chair of the Council should stand aside. The delegate and Chair may then address the Council for a period of not more than XX minutes. After this a vote will be taken, if resolved in the affirmative then the provisions of standing order 4(c) or 4(d) will apply. 4(f) The Chair of the Council will make arrangements for a record of all votes and proceedings of the Council to be made public at the earliest opportunity. 4(g) A quorum of the council shall be considered to be more than fifty percent of delegates to the Council. 4(h) At any time during a meeting of the Council, a delegate may ask the Chair of the Council to conduct a quorum count. Business must immediately be suspended while a count of delegates present is taken. If a quorum is found not to be present, then the Chair of the Council must suspend the meeting for a period of not less than XX minutes. If a quorum is found to be present, then the meeting will resume where it left off. 4(i) It is one of the roles of the Chair of the Council to maintain order during meetings, and all delegates must assist in ensuring that meetings remain collegial and civil. 4(j) Delegates should not speak at any point until invited to do so by the Chair. The Chair may at any time ask a delegate who is speaking to stop, either in order to maintain order or to prevent interruptions to the speaking of another delegate. 4(k) Delegates who disrupt meetings, through ignoring the directions of the Chair, interjecting without being called upon to speak, engaging in offensive or aggressive language, engaging in vexatious or nuisance behaviour (such as repeated quorum calls where a quorum is clearly present), or otherwise acting in a fashion unbecoming, may be warned by the Chair of the Council. This warning will be recorded in the public record of proceedings as provided for in standing order 4(f). 4(l) Delegates who have been warned under standing order 4(k) who continue to disrupt meetings may be suspended for a period of no more than two hours by the chair. Delegates suspended in this way must remove themselves from the meeting, and may not vote or participate in discussions while suspended. This suspension will be recorded in the public record of proceedings as provided for in standing order 4(f). 4(m) Delegates who have been suspended under standing order 4(l) who continue to disrupt meetings may be suspended by the Chair, for any time period up to and including the remainder of the meeting. Delegates suspended in this way must remove themselves from the meeting, and may not vote or participate in discussions while suspended. This suspension will be recorded in the public record of proceedings as provided for in standing order 4(f). 4(n) Any delegate may interrupt proceedings at any time by informing the Chair of behaviour by another delegate that could cause them to be warned under standing order 4(k), and requesting that the Chair make a ruling on whether the delegate should be warned. The Chair will immediately suspend any current business and make a ruling, which may include taking no action, warning the delegate in question, or warning the delegate making the complaint where the complaint is clearly baseless. 4(o) The Chair of the Council may from time to time allow non-delegates or members of the public to attend and observe meetings of the Council. Non-delegates attending meetings of the Council must remain quiet, and not disrupt or interfere with the proceedings of the Council in any way. 4(p) In the event that any non-delegate attending a meeting of the Council as provided for in standing order 4(o) in any way disrupts or interferes with the operation of a meeting, the Chair may order that they be removed from the meeting. Any business will be suspended until the individual concerned has been removed from the meeting. 4(q) The Council has the right to dissent from a warning or suspension issued by the Chair under standing orders 4(k), 4(l), 4(m), 4(p) or 4(s). Any delegate may move a motion that the Council dissents from the ruling. If the dissent motion is carried, then the warning, suspension, or adjournment is nullified. 4(r) The Chair of the Council may invite non-delegate experts to speak on certain matters where justified. In this case, their participation should be clearly listed on the notice paper, as per standing order 8(a). An expert speaking in such a manner may only speak on the matter for which they’ve been invited, and may not vote or move motions of their own. They are considered non-delegates attending the meeting for the purposes of standing order 4(p) 4(s) In the event of grave disorder, or where the meeting cannot otherwise be continued due to exceptional circumstances, the Chair may adjourn the meeting for a period of no more than 24 hours.

Section 5: Votes

5(a) Decisions made by the Council shall be made on a democratic basis through an open and transparent voting mechanism. 5(b) Each member organisation shall at all times be entitled to a maximum of one vote within the Council. 5(c) Unless otherwise provided for, motions should be framed as binary propositions that can either be accepted or rejected by the Council. 5(d) The Chair shall take a record of all votes taken, that lists each delegate, the organisation they are representing, and whether they supported the motion, opposed the motion, abstained from voting on the motion, or were absent from the vote. This record shall form part of the public record made available under standing order 4(f). 5(e) In the event of a vote being taken, the Chair of the Council shall first ask whether there is any dissent from the proposed motion. If no delegate indicates dissent, the motion shall be deemed to have been carried. For the purposes of the records taken according to standing order 5(d), all members present will be recorded as supporting the motion, and any members not present as being absent. 5(f) In the event of a delegate indicating dissent from a proposed motion during a physical meeting, the Chair of the Council will call upon all delegates in support of the motion to stand. The names of these delegates will be taken. The Chair of the Council will then instruct those delegates to sit, and all delegates who oppose the motion to stand. The names of those delegates will also be taken. The Chair will then determine in an open and public manner whether there were more delegates supporting the motion than opposing. If there were more delegates supporting, the motion will be deemed to have been carried. Delegates who supported and opposed the motion will be recorded in the official proceedings taken according to standing order 5(d). Any delegate present who is not recorded as either supporting or opposing will be recorded in the official proceedings as having abstained. 5(g) In the event of a delegate indicating dissent from a proposed motion during an online meeting, the Chair of the Council will ask every delegate present, in alphabetical order based on given name, to state for the record whether they support, oppose, or abstain from voting on the motion. After all delegates present have indicated to the Chair of the Council their vote, the results will be tallied and the motion will be deemed to have passed if more delegates have supported it than opposed it. Delegates who supported, opposed, or abstained the motion will be recorded in the official proceedings taken according to standing order 5(d). Any delegate present who is not recorded as either supporting or opposing will be recorded in the official proceedings as having abstained. 5(h) If a quorum call, as provided for by standing order 4(h) causes the meeting to be suspended during a vote, before the motion is deemed to be carried or have failed, any results are invalidated and the vote must be taken again once quorum is re-established. 5(i) Delegates may not change their votes after a motion has been deemed to be carried or failed. 5(j) In the event of a tie, the motion shall be taken to have failed. 5(k) In accordance with the provisions of the Charter, removal of a member of the Secretariat must be done by a two-thirds majority. Such a vote should follow the procedures outlined in this section, with the exception that the motion is only declared carried if more than two thirds of votes are in favour.

Section 6: Languages and Accessibility

6(a) The Council will make all reasonable efforts to ensure that all delegates are able to contribute on an equitable footing to the proceedings on the Council, in whichever language and through whatever means they feel most comfortable doing so. 6(b) Meetings will take place in the English language unless all delegates at a meeting agree on another language to conduct the meeting in. 6(c) Each delegate may appoint a translator to translate from a language they feel comfortable using to the language that a meeting is taking place in. This translator will be accorded the same status and courtesy as the delegate themselves while speaking. Each delegate should where practical inform the Chair of the Council in writing before each meeting their intention to use a translator. 6(d) The proceedings of the meetings shall be made available in the language the meeting took place in, and at least two other languages in use by Chapters. 6(e) All reasonable efforts will be made to ensure accessibility for delegates with special requirements not related to language, for instance, delegates who use a wheelchair or screen reader.

Section 7: Time and Place of Meetings

7(a) The Council will hold a physical meeting no less than once a year. 7(b) Additional meetings may be held during the year, whether in a physical space, or online. 7(c) The Chair of the Council will advise all delegates and the Secretary-General no less than XX days before any meeting of its time and location. 7(d) In the event that the position of Chair of the Council is vacant, the Deputy Chair of the Council may set a time and date for a meeting, pursuant to the other conditions of standing order 7(c). In the event that the position of Deputy Chair of the Council is also vacant, the Secretary-General may set a time and date for a meeting, pursuant to the other conditions of standing order 7(c). 7(e) Meetings should not be held in places or at times that will cause severe difficulties for any delegates to attend. 7(f) The time of online meetings should be rotated through timezones to afford all delegates a chance to participate. In particular, the time of meetings should be set on a rotating basis to set a convenient time for delegates in the following regions:

   The Americas
   Europe and Africa
   East Asia and Australia

For instance, if a meeting is held in a time convenient for delegates in the Americas, another should not be held at the same time until a meeting has been held at times convenient for delegates in Europe and Africa, and another for delegates in East Asia and Australia.

Section 8: Ordinary Business

8(a) Prior to all meetings, the Chair of the Council should contact all delegates seeking items to be addressed at the meeting, and giving a deadline for such items to be received. The Chair of the Council will prepare a notice paper based on items received in this way, containing the agenda for the meeting. No less than 10% of the time available at the meeting will be set aside for Special Business, as outlined in Section 9 of the standing orders. 8(b) Typical items for inclusion in the agenda might include:

   Election of new officers
   Election or appointment of new members of the Secretariat
   Statements by delegates on behalf of their organisation
   Motions with wordings prepared in advance
   Establishment and disbandment of committees
   Appointment of new members to committees
   Receipt of reports from committees
   Open debate on matters of importance to the movement
   Written questions to and responses from members of the Secretariat
   Deliberations on the annual budget of the Chapters Association

8(c) A set time will be allotted to every item. This time should be ample to allow for discussion and exploration of issues, while still allowing as much business to be transacted as possible. If an item is resolved in less than the amount of time allotted to it, then subsequent business shall be ‘moved up’ and dealt with ahead of schedule. 8(e) All votes shall be taken in accordance with the procedures laid out in Section 5 of the standing orders, unless a different procedure is outlined in the Charter or elsewhere in the standing orders. 8(f) Delegates who wish to speak to a particular item on the notice paper should contact the Chair of the Council in writing to express their desire to speak. The Chair of the Council should, where practical, allot a period of time, not exceeding 5 minutes, for the delegate to speak to the matter. Delegates who originally submitted a particular item for consideration should be permitted to be the first speaker, and to speak for an additional two minutes after all other speakers. 8(g) In cases where it is not practical to offer a delegate an opportunity to speak as outlined in standing order 8(f) due to time constraints or other reasons, the Chair of the Council should offer the delegate an opportunity to make a written statement on the matter, which will be incorporated into the official record of proceedings and made available to all delegates. 8(h) In the event that there is additional time available after all delegates have spoken to an item on the agenda, the Chair of the Council may at their discretion call for additional comments from delegates. 8(i) The Chair should try to ensure that all delegates have an equal opportunity to speak. 8(j) It is expected that all delegates speaking on a particular item will have familiarised themselves first with the matter concerned. 8(k) Discussion of agenda items must be relevant and on-topic. The Chair may at their discretion direct a delegate to be more directly relevant, or to cut short the speaking time of any delegate who is not being relevant to the matter at hand. 8(l) Motions and business of the following types take precedence over ordinary business as listed in the notice paper, as well as special business:

   Election of Chair of the Council (per Section 2 of the standing orders)
   Election of Deputy Chair of the Council (per Section 3 of the standing orders)
   Quorum calls (per standing order 4(h))
   Dissent from a ruling of the Chair (per standing order 4(q))
   Suspension of standing orders (per standing order 11(c))

In the event of (c), (d) and (e) above, the Chair must immediately suspend whatever the Council is currently considering to deal with these motions. In the event that multiple motions of this type are proposed, the most recent motion raised should be dealt with first. 8(m) Council members may vote to ask questions in writing of members of the Secretariat. The responses to these questions should be provided to the Chair of the Council who will introduce them as items in the next meeting’s notice paper. 8(n) In composing the notice paper, the Chair of the Council should where possible attempt to group similar items together, for instance, dealing with all delegate statements in one group rather than spreading them throughout the meeting.

Section 9: Special Business

9(a) Special Business shall consist of any business not expressly provided for in the agenda prepared according to standing order 8(a). 9(b) At the beginning of the time allotted for Special Business, the Chair should call for delegates who wish to submit an item to be considered. This item should be eligible for discussion as per the provisions of other standing orders. The Chair must then select an item to be discussed. Items that were submitted according to the provisions of standing order 8(a) but not included on the notice paper should be given preference to other items. 9(c) Discussions on Special Business should be conducted along the lines of Section 8 of the standing orders as far as possible.

Section 10: Committees

10(a) The Council may by motion establish committees and appoint members to committees to improve the functioning of the organisation. The motion should clearly define the scope of the committee, its intended purpose, and its initial membership. 10(b) Committees may formulate their own meeting procedures and times as they see fit, unless directed otherwise by the Council. 10(c) The Council may, by motion, delegate any of its powers to a committee for any reason. This delegation may be permanent, or temporary for a set period of time. The Council retains authority over the committee, and may revoke this delegation via another motion at any time for any reason. 10(d) Any decision made by a committee with powers delegated to it as provided by standing order 10(c) may be overridden, if possible, by a motion of the Council at any time. 10(e) By motion, the Council may change the composition of any committee established under standing order 10(a) as it sees fit. 10(f) Committees must report on their activity to the Council no less than once per year. 10(g) Members of committees do not need to be delegates to the Council.

Section 11: Miscellaneous

11(a) Any member may move a motion to remove the Chair of the Council or the Deputy Chair of the Council from their position. The subject of the motion must not preside over the vote, which will take place as per the usual procedures outlined in Section 5 of the standing orders. If the motion is successful, the position is immediately declared vacant and an election takes place as per the procedures outlined in Section 2 and Section 3, as applicable. A delegate removed from their position in this way may be nominated as a candidate for their old position in the resulting election. 11(b) The Chair of the Council and Deputy Chair of the Council are considered to be delegates, and may vote and speak on matters as regular delegates. 11(c) Any delegate may without notice propose that any of the provisions of these standing orders be temporarily suspended for a certain period of time and for a defined reason. 11(d) These standing orders may be amended or altered in any way by a successfully carried motion of the Council. 11(e) In the event of conflict between these standing orders and the charter of the Wikimedia Chapters Association, the provisions of the charter shall take precedence.