Chapter agreement

Cette page est rédigée en anglais seulement et doit être traduite en français.

This page contains a contractual agreement of Wiki Canada as currently agreed by Wiki Canada and one or more other legal persons. Any changes to this contract will require a resolution of the directors, and agreement by the other party or parties to the contract.

This proposed Chapter Agreement will be signed between Wikimedia Canada and the Wikimedia Foundation. In summary, it:

recognizes Wiki Canada as the national Wikimedia Canada chapter.
authorizes Wiki Canada to use Wikimedia logos
obliges each party to support the work of the other
forbids either party from engaging in activity that might negatively impact the work or image of the other
Sets out certain mutual information obligations

Preamble

Whereas

The Wikimedia Foundation, Inc. is an international non-profit organization dedicated to encouraging the growth, development and distribution of free, multilingual content, and to providing the full content of these wiki-based projects to the public free of charge;
Wiki Canada is a Canadian Not-for-profit Corporation, whose objects include
(a) aiding and encouraging people to collect, develop and effectively disseminate knowledge and other educational, cultural and historic content in the public domain or under a license that allows everyone to freely use, distribute and modify said content,

(b) providing the means for said material to be published, and

(c) supporting the aims of the Wikimedia Foundation; and
Wikimedia chapters are independent corporations, which operate in a specified nation state in accordance with the laws of that nation state;

This agreement constitutes the formal recognition of Wiki Canada as a Wikimedia Chapter, and defines the rights and obligations of both the Wikimedia Foundation and the Wikimedia Chapter.

Mission

Wiki Canada (hereinafter, “the Chapter”) and the Wikimedia Foundation (hereinafter, “the Foundation”) shall seek to mutually support the activities each of the other. The declared goals of the Chapter and those of the Foundation must not be in opposition.

Name

The Chapter is hereby authorized to operate and do business under the name “Wikimedia Canada”
The chapter may authorize geographically defined sub-divisions to operate within Canada providing that any provisions of this agreement shall also be binding on any sub-divisions so created.
Any sub-division so created may be styled using “Wikimedia" plus the name relevant geographic territory.
The chapter and any sub-division may vary the name for use in another language in accordance with established grammatical practices for such languages.

Geographic limits

The Chapter is authorized to conduct business throughout the geographic territory of Canada. The Foundation shall not seek to create or authorize the creation of any additional chapter within this geographic territory without obtaining the consent of the Chapter.

Wikimedia logos and trademarks

The Foundation seeks to protect its interest in its trade and business marks in addition to ensuring that its good reputation is not tarnished by the improper use of those marks.
The Chapter may utilize the Wikimedia logo and name in all its related activities and is hereby authorized to do so by the Foundation.
Where necessary to disambiguate, a logo depicting the name of the Chapter (localized logo) may be used. Any such logo must be approved in advance by the Foundation.
The Chapter will respect the Wikimedia visual identity guidelines.
The use of the Wikimedia logo and localized logo by the Chapter shall be free of any payment or royalties.
The Chapter and Foundation will as far as possible jointly ensure that use of the logo and trademark does not create confusion with use by the other.
Commercial use of the Wikimedia name, logo, or localized logo shall be subject to the terms of a separate trademark agreement between the two parties.

Other logos and trademarks

The Foundation owns, controls and uses many additional marks. These marks shall be listed in an appendix of this contract and may vary from time to time.
Commercial or noncommercial use of these additional marks, that are duly registered in the Cnadian Trade-marks Database, by the Chapter shall be subject to the terms of a separate trademark agreement between the two parties.

Conduct

The Chapter shall seek to ensure in all dealings that it does not appear to speak for or act on behalf if the Foundation except insofar as may be agreed upon with the Foundation. The Foundation shall not speak or act on behalf of the Chapter except insofar as may be agreed upon with the Chapter.
The Chapter agrees to support the activities of the Foundation so far as it is permitted to do so and to refrain from
(a) engaging in any illegal activity,

(b) engaging in any social or political activism which might distract from promoting free content and knowledge, and

(c) engaging in any activity that might negatively impact the work or image of the Foundation.
The Foundation agrees to support the activities of the Chapter, and to not engage in any activity that might negatively impact the work or image of the Chapter.

Bylaws

The Chapter shall supply to the Foundation a copy of its bylaws and or incorporation documents together with a certified translation into English if not already in that language.
The Chapter shall be required to advise the Foundation of any planned or actual change in the bylaws or status of the Chapter that might affect the Foundation or the continued existence or effectiveness of this contract.
The Foundation shall be required to advise the Chapter of any planned or actual change in the bylaws or status of the Foundation that might affect the Chapter or the continued existence or effectiveness of this contract.

Activity report

The Chapter shall supply a written activity and financial report in English at least once a year to the Foundation, within four months of each Chapter year-end.
The Foundation shall supply a written activity and financial report from the Foundation Board in English to the Chapter within four months of each Foundation year-end.

Duration and revocation

The term of this agreement is one year and is automatically renewed at each anniversary unless either party gives notice of revocation three months in advance. Notice of revocation needs to be made in writing and mailed by registered mail to the registered office of the other party. Upon termination of this agreement, the chapter will cease to be recognized.
If any controversy or claim arising out of or relating to this contract, or any breach thereof, shall arise, the Chapter and the Foundation agree that Mandatory Mediation shall apply in accordance with clause 13, and that the effect of any notice of revocation issued in connection with said controversy or claim shall be stayed until such mediation and any suits arising therefrom have been concluded.
This agreement may be amended by the mutual agreement of both parties. Any such amendment shall take effect from the date of that amendment or such other date as may be agreed jointly and shall not overturn the legality or validity of any action by either party prior to the amendment taking affect. At such point as the amendment shall come into effect it shall be considered as an integral and equal part of the agreement.

Applicable Law

This agreement is subject to the laws of Canada and of the province in which the registered office of the Chapter is located, without regard to conflict of law rules.

Jurisdiction and Venue

The Foundation and Chapter agree that in the event of litigation, venue shall be proper only in the courts of competent jurisdiction for the province in which the registered offices of the Chapter are located. The Foundation and Chapter agree to be subject to the jurisdiction of said courts for purposes of any action brought pursuant to this agreement.

Mandatory Mediation

Prior to the commencement of any lawsuit, both parties agree to a mandatory mediation process, to be conducted in person before a certified mediator agreed by the parties. Upon completion of good faith mediation and certification of an impasse by the mediator, either party may bring suit no sooner than 30 days following the certification of impasse.

Signed