For comparison's sake, I managed to dig up the bylaws of SPI from
archive.org. It seems http://www.spi-inc.org has been offline for a
year and a bit. I don't know what to make of that; the folks on the
IRC channel are mum as well.
SPI is a 501(c)(3).
-Bill
-------
BY-LAWS
OF
SOFTWARE IN THE PUBLIC INTEREST, INC.
ARTICLE ONE - ORGANIZATION
1. The name of this organization shall be Software in the Public
Interest, Inc.
2. The organization shall have a seal which shall be in the
following form:
[Seal not present on electronic copy, only on paper original ]
3. The organization may at its pleasure by a vote of the membership
body change its name.
ARTICLE TWO - PURPOSE
The following are the purposes for which this organization has been
organized:
* To create, form and establish an organization to formulate and
provide software systems for use by the general public without charge;
* to teach and train individuals regarding the use and application
of such systems;
* to hold classes, seminars and workshops concerning the proper use
and application of computers and computer systems;
* to endeavor to monitor and improve the quality of currently
existing publicly available software;
* to support, encourage and promote the creation and development of
software available to the general public;
* to provide information and education regarding the proper use of
the Internet;
* to organize, hold and conduct meetings, discussions and forums on
contemporary issues concerning the use of computers and computer
software;
* to foster, promote and increase access to software systems
available to the general public;
* to solicit, collect and otherwise raise money and to expend such
funds in furtherance of the goals and activities of the corporation;
* to aid, assist, cooperate, co-sponsor and otherwise engage in
concerted action with private, educational and governmental
organizations and associations on all issues and matters concerning the
use of computers and computer software
and generally
* to endeavor to promote, foster and advance interest in computers
and computer software by all available means and methods.
Nothing herein shall authorize the corporation to operate or maintain a
nursery school, elementary school or secondary school. Nothing herein
shall authorize the corporation to operate or maintain an institute of
higher learning or to grant degrees.
In furtherance of its corporate purposes, the corporation shall have
all the general powers enumerated in Section 202 of the Not-For-Profit
Corporation Law, together with the power to solicit grants and
contributions for the corporate purposes.
Nothing herein shall authorize this corporation, directly or
indirectly, to engage in or include among its purposes, any of the
activities mentioned in the Not-For-Profit Corporation Law, Section
404(b)-(v).
ARTICLE THREE - MEMBERSHIP
Membership in this organization shall be open to all who meet the
approval of the membership committee. Members have the right and
responsibility of overseeing the board members, officers, and
committees and ensuring that they operate in accordance with the goals
and principles of the organization. All board members, officers, and
committees are ultimately responsible to the membership, and should act
in accordance with its wishes.
Contributing and non-contributing memberships are available within this
organization. Members agree to support the principles and help further
the goals of this organization. All membership applications and
renewals will be reviewed by the Membership Committee. Applicants must
meet the criteria set forth in the charter of the Membership Committee.
Members may be individuals or organizations.
Members wishing to leave the organization may do so at any time by
notifying the membership committee in writing of their desire for the
membership to be terminated.
Contributing Members
Contributing memberships are open to persons and organizations who have
made significant contributions to the free software community, as
determined by the membership committee.
The membership committee and its charter will make reasonable and fair
procedures for these determinations, including for acquiring necessary
information such as lists of projects a prospective member has
participated in or testimonials, and for regularly reviewing the status
of contributing members.
If a contributing membership is not renewed, the member's status will
be downgraded to a non-contributing member.
Board members, by virtue of their office, are automatically granted the
status of contributing members.
Non-contributing Membership
To become a non contributing member, the applicant must apply for a
non-contributing membership. This membership will not expire.
To become a contributing member at a later time, non-contributing
members must follow the application process for contributing members.
ARTICLE FOUR - MEETING
The annual board meeting of this organization shall be electronically
held on the first day of July, each and every year except if such day
be a legal holiday then and in that event the Board of Directors shall
fix the day but it shall not be more than two weeks from the date fixed
by these by-laws. The Secretary shall cause to be mailed
(electronically or otherwise) to every board member in good standing at
his or her address as it appears in the membership roll book of this
organization a notice telling the time and place of such annual
meeting.
Regular meetings of the board of this organization shall be held
quarterly.
The presence of not less than two-thirds of the board members shall
constitute a quorum and shall be necessary to conduct the business of
this organization, but a lesser number may adjourn the meeting for a
period of not more than two weeks from the date scheduled by these
by-laws and the Secretary shall cause a notice of this scheduled
meeting to be sent to all those members who were not present at the
meeting originally called. A quorum as hereinbefore set forth shall be
required at any adjourned meeting.
Special meetings of the board of this organization may be called by the
President when he deems it in the best interest of the organization or
by two members of the board. Notices of such meeting shall be mailed to
all members at their addresses as they appear in the membership roll
book at least two weeks but not more than 30 days before the scheduled
date set for such special meeting. Such notice shall state the reasons
that such meeting has been called and the business to be conducted.
At the request of one-third members of the organization the President
shall cause a special meeting to be called but such request must be
made in writing at least thirty (30) days before the requested
scheduled date. No other business but that specified in the notice may
be transacted at such special meeting without the unanimous consent of
all present at such meeting.
ARTICLE FIVE - VOTING
Any contributing member of SPI is eligible to vote. Non contributing
members of SPI may not vote. Each voting member shall have exactly one
vote. Ballots concerning election or removal of officers shall be
secret ballots.
The quorum for a vote by the membership shall be set at 35% of eligible
voters. All votes (unless otherwise stated) are approved by a simple
majority (>50%) of voters being in favor of the issue in question.
At any regular or special meeting if a majority so requires, any
question may be voted upon in the manner and style deemed appropriate
by the secretary of the organization or chairman of the meeting.
All votes by the membership shall be cast in the manner specified by
the Secretary. The default method of voting shall be by
cryptographically signed email ballots.
Any proposal submitted to the secretary with N or more number of
seconds shall be put before the membership for a vote within 30 days. N
is defined as follows:
N = sqrt(M)
where M is the number of contributing members of the organization.
Votes and tallies are not revealed during voting but votes cast are
listed after the election is over. The ballots for the election of
officers shall be kept secret even after the vote is over.
No inspector of election shall be a candidate for office or shall be
personally interested in the question voted upon.
Resolutions
Resolutions are voted on by the board of directors. Resolutions may be
put before the board for consideration. If the board decides not to
consider an issue, the membership may vote on the resolution. The
membership may also override a vote of the board by a 2/3 majority
vote.
ARTICLE SIX - ORDER OF BUSINESS
1. Roll call.
2. Reading of the minutes of the preceding meeting.
3. Reports of committee.
4. Reports of officers.
5. Old and unfinished business.
6. New business.
7. Good and welfare.
8. Adjoumments.
ARTICLE SEVEN - BOARD OF DIRECTORS
The business of this organization shall be managed by a Board of
Directors consisting of eight to 12 members, four of whom shall be the
officers of this organization.
The directors to be chosen for the ensuing year shall be chosen at the
annual meeting of this organization in the same manner and style as the
officers of this organization and they shall serve for a term of three
years.
The Board of Directors shall have the control and management of the
affairs and business of this organization. Such Board of Directors
shall only act in the name of the organization when it shall be
regularly convened by its chairman after due notice to all the
directors of such meeting.
Two-thirds of the members of the Board of Directors shall constitute a
quorum and the meetings of the Board of Directors shall be held
regularly on the first of July each year.
Each director shall have one vote and such voting may not be done by
proxy.
The Board of Directors may make such rules and regulations covering its
meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the
majority of the remaining members of the Board of Directors for the
balance of the year.
The President of the organization by virtue of the office shall be
Chairperson of the Board of Directors. The Board of Directors shall
select from one of their number a Secretary.
A director may be removed when sufficient cause exists for such
removal. The Board of Directors may entertain charges against any
director. A director may be represented by counsel upon any removal
hearing. The Board of Directors shall adopt such rules as it may in its
discretion consider necessary for the best interests of the
organization, for this hearing.
ARTICLE EIGHT - OFFICERS
The officers of this organization shall hold the positions of
President, Vice President, Secretary, and Treasurer. The names and
positions of the current officers are found in Appendix A of these
by-laws.
The President shall preside at all membership meetings, by virtue of
the office be Chairperson of the Board of Directors, present at each
annual meeting of the organization an annual report of the work of the
organization, appoint all committees, temporary or permanent, see that
all books, reports and certificates as required by law are properly
kept or filed, be one of the officers who may sign the checks or drafts
of the organization, and have such powers as may be reasonably
construed as belonging to the chief executive of any organization.
The Vice-President shall in the event of the absence or inability of
the President to exercise his or her office become acting President of
the organization with all the rights, privileges and powers as if he or
she had been the duly elected President.
The Secretary shall keep the minutes and records of the organization in
appropriate books, file any certificate required by any statute,
federal or state, give and serve all notices to members of the
organization, be the official custodian of the records and seal of the
organization, be one of the officers required to sign the checks and
drafts of the organization, present to the membership at any meetings
any communication addressed to the Secretary of the organization,
submit to the Board of Directors any communications which shall be
addressed to the Secretary of the organization, attend to all
correspondence of the organization and exercise all duties incident to
the office of Secretary.
The Treasurer shall have the care and custody of all monies belonging
to the organization, be solely responsible for such monies or
securities of the organization and be one of the officers who shall
sign checks or drafts of the organization. No special fund may be set
aside that shall make it unnecessary for the Treasurer to sign the
checks issued upon it.
The Treasurer shall render at stated periods as the Board of Directors
shall determine a written account of the finances of the organization
and such report shall be physically affixed to the minutes of the Board
of Directors of such meeting and shall exercise all duties incident to
the office of Treasurer.
Officers shall by virtue of this office be members of the Board of
Directors.
No officer or director shall for reason of the office be entitled to
receive any salary or compensation, but nothing herein shall be
construed to prevent an officer or director from receiving any
compensation from the organization for duties other than as a director
or officer.
ARTICLE NINE - SALARIES
The Board of Directors shall hire and fix the compensation of any and
all employees which they in their discretion may determine to be
necessary in the conduct of the business of the organization.
ARTICLE TEN - COMMITTEES
Committees are an extension of the board of directors and take care of
the day to day business of the organization. The board of directors
forms committees by issuing the committee charter.
Committees are governed by the board of directors and are accountable
to the board and the membership.
Committees may propose resolutions and motions within the scope of
their charter, and may also make decisions on behalf of the
organization if and as authorized by their charter. Discussions should
be held in a public forum, but the committee may have private
discussions if they are deemed necessary.
Committee Charter
The committee charter completely describes the rights and
responsibilities of the committee, as well as its structure, membership
policies, and any other relevant details. The charter should also
provide an outline for how discussions will be conducted, and how the
membership and public are to be informed of its actions. Charters are
issued and revoked by the board of directors. The charter shall be put
before the membership for review and discussion before it is voted on
by the board of directors.
The charter shall also define the membership structure of the
committee. Both contributing and non contributing members are eligible
to serve on committees.
Permanent Committees
Permanent committees are in charge of issues that are vital to the
basic functionality of the organization. Their charters shall not be
revoked but may be modified by the board of directors if necessary.
The permanent committees shall be as follows:
* Membership Committee
This committee is responsible for handling all membership related
issues, including verifying the identity of new members and ensuring
that the membership rules are being observed.
* Administrative Committee
This committee is responsible for maintaining the computers and
other technical systems that Software In The Public Interest, Inc. is
using and other technical resources.
ARTICLE ELEVEN - DUES
No dues are required and no dues are anticipated, but the Directors
reserve the right to impose a membership dues and to set the amount at
a later date if it is deemed necessary.
ARTICLE TWELVE - AMENDMENTS
These by-laws may be altered, amended, repealed or added to by an
affirmative vote of not less than two-thirds of the members.
Appendices containing organizational information shall not require a
vote of the membership for modification. They may be modified by a 2/3
vote of the Board of Directors, unless otherwise stated therein.
APPENDIX A - OFFICERS OF THE COMPANY
This section shall contain the names and positions of the current
officers. It shall be modified to contain the names of new officers of
the organization when necessary, and shall not require a vote beyond
the approval of the resolution appointing the officers.
The officers of the organization shall be as follows:
President: John Goerzen
Vice President: Benjamin Mako Hill
Secretary: David Graham
Treasurer: Jimmy Kaplowitz
-----
Bill McGonigle, Owner Work: 603.448.4440
BFC Computing, LLC Home: 603.448.1668
[EMAIL PROTECTED] Cell: 603.252.2606
http://www.bfccomputing.com/ Page: 603.442.1833
Blog: http://blog.bfccomputing.com/
VCard: http://bfccomputing.com/vcard/bill.vcf
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