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I hereby propose the following changes to the current Bylaws of Software in the Public Interest, Inc. These changes were presented to and discussed with the membership of the corporation and the general public, and are ready to be voted on. The original bylaws for SPI that these changes apply to are available at the following location: http://www.spi-inc.org/corporate/spi-bylaws [Changes: Same as last post except for two wording changes in ARTICLE 5] - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ - -- CHANGES TO THE BYLAWS ----------------------------------------------- - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ ARTICLE ONE - ORGANIZATION ARTICLE TWO - PURPOSE These two articles may not be changed, as they are taken from SPI's Certificate of Incorporation. ARTICLE THREE - MEMBERSHIP [completely rewritten - will replace current article three] 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 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 - -------------------- To become a contributing member the applicant must apply for a contributing membership. The application must include a list of contributions made to the free software community. The contributing membership will expire as specified in the membership committee charter. The member will be notified before the expiration of the membership and will be asked to send a renewal application with a list of projects or free software related activities that they have participated in within the previous membership term. If the membership is not renewed, the member status will be downgraded to a non-contributing member. To again become a contributing member at a later time, the member can simply follow the renewal process. 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 should follow the application process for contributing members. ARTICLE FOUR - MEETING [no changes] ARTIVLE FIVE - VOTING [completely rewritten- will replace current article five] 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. All ballots shall be open ballots except for any ballot concerning the election or removal of elected officials. At all meetings, except for the election of officers and directors, all votes shall be viva voce, or electronically cast except that for election of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot. 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%) 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 shall be viva voce or electronically cast in a manner provided for by the Secretary. 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 [not changed] ARTICLE SEVEN - BOARD OF DIRECTORS [Only the first sentence is changed for clarification] 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. ARTICLE EIGHT - OFFICERS [remove the names of the officers and replace with the following text:] 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 bylaws. ARTICLE NINE - SALARIES [no change] ARTICLE TEN - COMMITTEES [completely rewritten - will replace the current article nine] Committees are an extension of the board of directors and take care of the day to day business of the organization. They should not be formed for one-time or short term situations. 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. 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 change] ARTICLE TWELVE - AMENDMENTS [add a second paragraph to this section] 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 [newly added... see article eight changes] 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: Ian Jackson Vice President: Martin Schulze Secretary: Nils Lohner Treasurer: Darren Benham - -- Nils Lohner Software in the Public Interest, Inc. E-Mail: [EMAIL PROTECTED] PO Box 1326 Board Of Directors <[EMAIL PROTECTED]> Boston, Ma. 02117 USA -----BEGIN PGP SIGNATURE----- Version: GnuPG v0.9.9 (SunOS) Comment: Exmh version 2.1.0 04/14/1999 iD8DBQE3pfOc6bDGniaEYuMRAhvoAJ0fv717yhIEGZV5maJ8qVDa19Pz0gCfTqm/ NF4D5QFfpfLQOBO3aH1P2M8= =suTM -----END PGP SIGNATURE-----
