All,
        
On Mon, 2003-10-06 at 18:43, Sam Phillips wrote:
> Greetings.  I've revised the bylaws based on the meeting that a few of
> us had last week.  The current version lives at:
> 
>     http://www.dasbistro.com/~sam/nncs/nncs-bylaws.html
>     http://www.dasbistro.com/~sam/nncs/nncs-bylaws.sxw
> 
> The differences between the prior version and this version can be seen
> at
> 
>     http://www.dasbistro.com/~sam/nncs/v1-v2-changes.html
> 
> I haven't yet removed/fixed Article 6 (DECISION-MAKING PROCEDURES.)
> That is the major outstanding thing that I need to do.  I made some
> notes in the document on particulars that I need information on.  Just
> so people know who I may possibly be addressing I've put the parties
> that I think would have the best answers in parens after each item.
> Items marked NNCS are up for group discussion.
> 

As stated in form 557 of the IRC, an "organization may qualify for
exemption from federal income tax if it is organized and operated
exclusively for one or more of the following purposes."

Charitable.
Religious
Educational.
Scientific.
Literary.
Testing for public safety.
Fostering amateur sports competition.
The prevention of cruelty to children or animals.

I think we best fit into the Educational category. And, possibly into
the Scientific category. Reasoning for comments below.

>  - Art2,Sec1: needs to be worded to help our non-profit status.  What
>    wording is appropriate? (RyanMadison, DennisBagley)

This is some of the wording under the examples of qualifying Educational
Organization's in the IRC form 557.
"An organization whose activities consist of conducting public
discussion groups, forums, panels, lectures, or other similar programs."

This is from the qualifying Scientific Organization's in same form.
"if the research is carried on for one of the following purposes.
...
Aiding a community or geographical area by attracting new industry to
the community ore area, or by encouraging the development or retention
of an industry in the community or area"

How about changing:

---
SECTION 1. SPECIFIC OBJECTIVES AND PURPOSES
The Northern Nevada Computer Society is a non-profit organization
designed to provide electronic and social forums for electronic
communications and computer enthusiasts and professionals, operate
electronic networks among its members, and organize do-it-yourself, Open
Source or other experimental projects related to electronic
communications. [SDP Note: This language should be adjusted to better
fit the criteria that the IRC has. Also to be more in line with the
mission of the group.]
---

to:

SECTION 1. SPECIFIC OBJECTIVES AND PURPOSES
The Northern Nevada Computer Society is a non-profit organization
focused on computers, software systems, electronic communications and
networks, and in particular Open Source operating systems and software.
The NNCS primary purpose is to benefit the community by: conducting
public discussion groups, forums, panels, lectures, or other similar
programs about said topics.


 - Art2,Sec2: What is the proper term for our organization (not a "hobby
>    club") that should be used? (RyanMadison, DennisBagley)
> 

Maybe change:

---
SECTION 2. IRC SECTION 501(C)(3) PURPOSES
This corporation is organized exclusively as a [SDP Note: Need proper
term for our organization from Dennis] as specified in Section 501(c)(3)
of the Internal Revenue Code. 
---

to

SECTION 2. IRC SECTION 501(C)(3) PURPOSES
This group is organized and operated exclusively for Educational  
purposes as specified in Section 501(c)(3) of the Internal Revenue Code.


>  - In our talk did we decide to eliminate the Immediate Past President
>    seat on the Board? (NNCS)

I don't think we talked about it Sam. The language about this is
slightly confusing. It's unclear to me if the Immediate Past President
can hold office of Treasurer or Secretary. And also when he/she will
vacate their position. Does it overlap by a year?
        I can think of arguments for both options. For purposes of stability
maybe we leave it in there, then if things get too stagnant,  take it
out in the future? 
        
>  - Art3,Sec4: needs to be properly worded for an organization in the
>    state of Nevada. (DennisBagley)
>  - Art3,Sec16: Comments on the order of ascension? (NNCS)

I agree with your comment. If there is no quorum at a Board of Directors
meeting, then I don't think the meeting should take place.

>  - Art5,Sec2: Comments on the voting system
>    (http://www.wikipedia.org/wiki/Single_Transferable_Vote) ? (NNCS)

---
SECTION 9. TERM OF OFFICE
The President and the At Large seats on the Board shall be elected by
the members. The At Large seats on the Board shall hold office for a
period of two calendar years beginning on January 1. The Secretary and
Treasurer shall be elected by the Board of Directors. The President,
Treasurer, and Secretary shall hold office for a term of one calendar
year or until he or she resigns or is removed or is otherwise
disqualified to serve, whichever occurs first. The President shall serve
no more than two consecutive terms in the same office.
---

I am unclear what is meant by the "At Large" members of the board. Is it
meant that ALL of the seats of the board of directors are voted on by
the Members of NNCS as a whole, and then the Offices of Secretary and
Treasurer are determined by those elected Board members? 

If it's the other way, that only three Board Members are elected by the
group as a whole, then both that voting mechanism, and the way the Board
Members are elected doesn't make a whole lot of sense to me.

If it is meant that all of the Board Members are elected by the group as
a whole, then I would suggest changing the language of Article 3 Section
9 to read:

SECTION 9. TERM OF OFFICE
The President and the four At Large seats on the Board shall be elected
by the members. The positions of Secretary and Treasurer shall then be
determined by the Board of Directors. The remaining two At Large seats
on the Board shall hold office for a period of two calendar years
beginning on January 1.  The President, Treasurer, and Secretary shall
hold office for a term of one calendar year or until he or she resigns, 
is removed or is otherwise disqualified to serve, whichever occurs
first. The President shall serve no more than two consecutive terms in
the same office.

Also, if this is what is meant, then the Single Transferable Vote system
makes sense for the election of the Board Members. Assuming we have
enough volunteers to fill the initial 5 Board Positions.

What is the voting mechanism used by the Board of Directors to determine
the offices of Secretary and Treasurer? The Single Transferable Vote
doesn't seem to quite fit for electing these two positions, because they
are for specific Offices... Maybe we have two votes in this case. One
for each of the offices of Secretary and Treasurer? Suggestions?
        
>  - Art5,Sec3: Thoughts on allowing absentee ballots? (NNCS)

I think we should allow them if they are received by an appropriate
amount of time. Say November 1st if the Vote is held at a meeting in
November.

>  - Art11,Sec4: I need the particular law (if any) in Nevada that applies to this
>    section? (DennisBagley)
>  
> Any other comments are appreciated.  Please post them back to the list.

How about re-numbering the articles so that we don't skip from Article 3
to 5. 

More on the initial Election of Board members. It seems to me that we
have to have everyone become a member of NNCS prior to holding our first
election. True, or should we handle the initial election differently.

Article 10, Section 1.
        I thought we decided to just have one class of members. Also, I thought
we decided about dues. Wasn't it $20 bucks annually starting Jan 1, and
$10 bucks for the year if you want to join after July 1st. 


-RYAN

-- 
Ryan Madison <[EMAIL PROTECTED]>
Simonson Technology Services

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