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Summary of the Proposed By-Laws Amendment by Heather Stern
Heather Stern has spent many hours working on this plain-English summary of the
proposed By-Laws amendment
in order to help you understand what you're being asked to vote on and why.
Please also come to the SBAY Pizza on October 21 with your questions.
If you're the sort who has been thinking "eeeek! legalese" and putting
up the sign of the cross against considering reading a stack of it in
our upcoming bylaws just to find out what's going on, then this blurb's
for you.
Good requirements analysis says to bring in all the involved parties
for input, not just the few who get to make the decision. So far the
involved parties are:
- members of the corporate entity "South Bay Community Network" aka
SBay. Under the currently (soon to be "old" I hope?) bylaws I think
this is the fairly few people overall who've paid their membership dues
(but, see the 3rd bullet). These are the folks who'll get to vote.
- the board of SBay, not just as members themselves but as people who
will be affected by the revised descriptions of our roles. The actual
duties have changed very little, but some of the mathematics about
who's in charge of who have changed dramatically.
- people involved in any of the groups which are SIGs. Under the old
rules there's chartered and unchartered SIGs, the interfaces are
pretty bare, and so there may be some vaguery about who's already
thereby a member of SBay itself. (I don't envy our Secretary and
Treasurer the role of sorting these out.) Among other things this
vaguery is being fixed - by expressly saying that SIGs can have
members who aren't members of the corporation, as well as how SIGs
can make their members also members of the corporate entity, so that
the balance can easily tilt either way. We expect SIGs to be very
different from each other and the new wording makes it clear what few
things they need to describe to interface with the core organization.
- various partners and sponsors involved with the groups, many of whom
aren't being reached by this email. We're making other sorts of
efforts to reach some of them.
- people whose stuff or personal effort will be affected by the results.
(You could think of such people as "sponsors and partners" but that
sounds like only formal orgs, so I'm being picky.) If this covers you,
then you espeically want to look at the Site Autonomy description,
and the process of making decisions.
If you're seeing this mail you're probably in the third category but
may be in some of the others as well.
Being legalese, the original looks like it's being written by folks who
just got off the Mayflower. Having newtext and strikeout to show the
revision, it's thrice as long and the stuff was long enough as it is.
(and my apologies that my intro here isn't exactly short either.) Alas the
state default behaviors for corporate entities are not well aimed for a
group made out of *people* instead of native paper-pushers - we've already
taken the step of replacing it, but now we have to get it done right.
You're the people it's talking about, so help us make sure it describes
you.
My hope is to get you all to comment freely. If you think it's ok, I
encourage you to *say so* - if you actually *like* it please give us
the encouragement.
As with all internet driven projects, it's object oriented, if you object
... please help us fix it!
On the next tentacle (having run out of hands) if you want to keep your
thoughts either way to yourself or simply don't give a hoot, that's fine.
But by all means if you feel something in the actual text does *not*
meet what I've described, speak up soon and loudly, because by the
State's and Fed eyes, the actual text wins, and we'd rather avoid some
later mess of that sort. OpenOffice Document:
http://corp.sbay.org/bylaws/amendment-200610/bylaws-amend-20061012.odt
PDF: http://corp.sbay.org/bylaws/amendment-200610/bylaws-amend-20061012.pdf
Almost last and absolutely *not* least, thank you for your patience and
for bothering to read any further.
Discussion "in the round" on the sbay lists that you're in is encouraged,
but for people who may not want to distract from the normal purposes of
these lists, we've also spun up a mailing list,
bylaws@sbay.org
...which you can join too. I'll be keeping an active eye on that.
If you wish to mail me privately about any point, please feel welcome to,
and put "Sbay bylaws" in your subject line, I will respond as best I can.
My cell number is the best way to phone me if you'd like to chat.
Thanks.
. | . Heather Stern | (408) 374-7623 land
--->*<--- star@starshine.org - * - (408) 761-4912 cell
' | ` Vice President, SBay | KG6ZYC
- - - - commentary begins - - - - - -
We're people interested in education and experimenting with electronic
communications. These are our governing bylaws.
DEFINITIONS
"simple majority": greater than (>) the fraction or percent given... of the
votes that actually got cast. If we don't say, we mean
one half (1/2).
"absolute majority": greater than (>) the fraction or percent given... of
all eligible votes. If not said, it's two thirds (2/3).
"SIG": special interest group
"SIGs": special interest groups
ARTICLE 1: OFFICES
1.1 Principal Office: Santa Clara, CA
1.2 We can amend these bylaws to change 1.1.
The Board can move the actual "principal office" within the county.
ARTICLE 2: PURPOSE
2.1 Specific Objectives and Purposes
(This seems fairly close to plain english already but I'll be even
plainer...)
* make cool stuff * promote cool stuff * show it to others
* make sure that others can use it * cool stuff == electronic
communications, open source, and related techie things to do.
2.2 (as far as I know the real text is copied verbatim from the relevant
501c3 blurb)
We're a educational and scientific org.
ARTICLE 3: DIRECTORS
3.1 Number
We have 9. 4 officers, 4 regular, 1 special. The special seat is
meant for "immediate past president" but if they've been reelected,
it's just another normal seat and filled by election too.
3.2 Qualifications: anyone in good standing will do.
3.3 Powers
As limited or forced by the State, limits on corps, and these bylaws,
the Board directs the affairs and activities of the organization.
(Since we say the bylaws limit the directors, that means you get
to read the rest of it to see what the Board can or can't do.
The other part's a natural side effect of being a corporate entity.)
3.4 Duties
a) do what the law, incorporation, or these bylaws, require of them
b) all that firing-and-hiring stuff and the volunteer equivalents
appoint-and-disappoint^Wremove re: people who do the corp's work,
within the limits of these bylaws
c) supervise others to see that duties are observed
d) meet as required by the bylaws
e) log their official addresses with the secretary so meeting notices
can be formal
3.5 Terms of office are 2 years, half on odd, half on even years, from Jan.
3.6 Compensation: they don't get any, except that reasonable expenses
incurred for their duties will be covered.
3.7 Place of Meetings:
Enough directors to be a quorum can declare a place. Then that will be
posted in the notice, and whoever shows up will be the actual meeting.
"place" could be on irc or a talk-in (or other electronic "places"), or
a physical place... or mixed. (In fact, so far it's nearly always
been mixed. This was until recently the main use for #sbay.org on
freenode. Now some of us chat there at other times too.)
3.8 ** there is no section 3.8. not sure where it went. oh well **
3.9 Directors Meetings:
- At least twice a year.
- called by:
- the chairman *or*
- any two directors
- whatever means allows all the people to converse
3.10 Notice of meetings
When a place is picked we have to send a notice out.
Any members can subscribe to get the notice; directors have to be sent
the notice.
If 2/3 of the directors declared a meeting, the notice has to be before
the meeting.
Otherwise it has to be sent at least a day ahead.
3.11 Quorum's a simple majority.
If a quorum's not present and there isn't some bylaw/law/corporate
requirement, the only acceptable motion is adjourning the meeting.
3.12 Majority votes count as board action, unless the bylaws/law/corp stuff
require otherwise.
3.13 The Chairperson is in charge of the meeting.
- a majority of the board can pick one.
- if they don't it's the President's job.
- if the Pres isn't around it's the VP's job.
- if there still isn't one the meeting adjourns.
The Secretary acts as secretary,
- if they're not around the Chair appoints one for the Meeting.
We follow rules of order,
- the board can pick
- if they can't or don't pick, U of BC Simplified
- if there's a clash, the incorporation/bylaws/applicable law wins.
Any member of the corporation can attend Board meetings, and is
subject to the selected rules of order.
3.14 Vacancies
1) death, resignation, or removal
2) more allowed directors on the board == new spots to fill
3) a term expired with no replacement
We describe how to resign, including the tricky spot of preferring not
to leave an empty set.
Removing one takes a 2/3 majority vote by the Board.
To fill a vacancy the pres would appoint and the board would then
approve the selection. We deal with the funny bit about there being
less than quorum, though. The seat gets filled until the next
election (or they leave for other reasons).
3.15 Directors are not personally liable for the corporation.
3.16 Directors are indemnified to the best that California allows.
3.17 Insurance
We may get some, as the law allows, to protect people doing stuff
for the org, even if we couldn't protect them by other effects of
the bylaws/law/incorporation.
ARTICLE 4: OFFICERS
4.1 Designations
(definitely) President, Vice President, Secretary, Treasurer.
(maybe) Chairperson, more VPs, Assistant Secretaries, Assistant
Treasurers, more officers with titles given by the Directors.
4.2 Qualifications
Any member in good standing will do.
4.3 Term
President: elected by members, 1 year, no more than 2 years in a row.
Vice Pres: elected by members, 1 year, no more than 2 years in a row.
Secretary: elected by the Board, 1 year.
Treasurer: elected by the Board, 1 year.
4.4 Removal and Resignation
Removal by 2/3 majority of the Board.
Resign in writing, receiving it's enough. (no unwilling officers)
4.5 Vacancies
If the President seat becomes vacant (long list of possible reasons)
then the Vice President becomes President.
If another officer seat becomse vacant, the President picks someone,
as long as the Board's ok with that.
(See 3.12 "majority action as board action". "ok" would have
to be a simple majority motion at a called Board Meeting.)
For extra offices that have been made up as we go, it's up to the
Board to decide if they'll bother to refill it.
4.6 Duties of President
The president is the CEO and subject to the Board, has to do all those
boring CEO things that are required of a corporate entity.
If the Board hasn't picked a Chairperson, then the pres has to preside
during Board meetings. The pres presides over meetings of the members
(but we don't say what that means they're supposed to do, maybe at pizza
socials "grace, let's eat" is sufficient though terribly minimalist).
Such as the law/incorporation/bylaws allow, the president will do
contract signing and wielding for matters approved/commanded by the
Board. (I think this means even if the pres is against whatever the
paperwork is, the Board says so, and they're expected to sign it in
the name of Sbay. It means in the end it's the pres' job to go whap
the hotel or picnicsite or whatever with The Contract when some droid
does something stupid.)
Outsider-facing activities are under the president's authority, which
can be spread out to other people.
4.7 Duties of Vice President
When the president is absent or unable to do stuff, the VP's job is to
be the president, whatever hard work that is, and under the board's
rules in exactly the same way.
The VP may have other powers and duties and constraints inherited from
law/incorporation/bylaws, or described by the Board.
4.8 Duties of Secretary
Keep and maintain: the current bylaws.
Minutes of the Board meetings. If it applies, minutes of member
meetings. Some specific metadata about the meetings.
The membership list and whatever their standing is. (so we can tell
who qualifies for all this other stuff where any member in good
standing would do.)
Other corporate records.
Perform all these notices that are required by the other sections.
Make sure that directors can get the minutes and bylaws on reasonable
request. Do Secretary stuff inherited by law/incorporation/bylaws,
and whatever duties the Board gives the secretary.
4.9 Duties of Treasurer
The treasurer is the CFO. Keep monetary records and notes about things
owned, debts and other stuff gained. Keep good accounting for the org
and make sure the President and Board can see it upon request. Do all
those Treasurer things inherited from law/incorporation/bylaws, or that
are given them to do by the Board.
4.10 Compensation
(Didn't we say this already in 3.6? Yeah, but this is more specific;
being a Director gets you paid Zero Dollars; being an Officer gets you
a raise of Zero Cents to go with it.)
They don't get any, except that reasonable expenses incurred for their
duties will be covered.
ARTICLE 5: ELECTIONS
5.1 Nominating committee
(we have dates at which to do things. Maybe these dates should be
moved. But if we do that what to do about the leapsecond^Wtime lapse?
Also, as this year proves, timely may not be possible; we cover that
further down.)
By Sep 1, a committee of at least 3 members will be picked. It's got
a chairperson (so if it has meetings, that's who presides).
By Oct 1, they'll present a list of names nominated that are qualified,
at least one name per office. Notices and posting on the web to happen
by October 15; candidates can submit a blurb to go with that. The
candidate blurbs have to be given an equal chance to be seen.
5.2 Election Committee and Voting Systems
By Oct 1, a committee of at least 3 members - who are not up for
election - will be picked. It's got a chairperson too.
It's their job to administer the electronic vote, pub the results,
and make sure it can be checked.
We use Simple Transferable vote, and open source software to offer
that. It has to be able to allow only members to vote, email to be
ok but direct network access ok also, and ballots to be secret.
Open source means it's under an OSI approved license.
5.3 Voting
For members able to vote see Article 10. The voting period, minimum
72h, will be announced by Nov 1, but has to actually begin by Nov
15. (Why 72h? Because that way people who are away on weekends don't
come back and find the vote's been and gone.)
5.4 Voting Audits
If the election is claimed to be funky, first we determine if the
complaint seems valid, and if that's so, then we audit the election.
"we" in this case being a committee. That comittee is the Directors
who aren't nominees in the election, unless that's not enough, in
which case the Board has to appoint a committee with at least 2
impartial members in it. (It occurs to me that at such a point the
matter may be quite stinky, maybe finding impartial members would be
hard to do. But that's ok; we-overall want the end result to be fair,
which can't be valid if we-committee really cannot be expected to be
fair either.) If an audit's done and we can't recount or confirm the
vote, it's overturned.
5.5 Deviations from Elections Schedule
(or, the Time Warp clause)
If things can't be done by the dates declared, or have to be redone,
they'll be (re)done as soon as possible.
ARTICLE 6: DECISION-MAKING PROCEDURES
6.1 General Guidelines
When these bylaws and local/gov law don't apply, this says who decides
things and how they decide. (any resemblance found to "Kiss, Bow, or
Shake Hands" as a guide to how cultures decide things is purely
coincidental. ;> ) It's the President's job to see that these are
followed for internal decisions.
- highest priority to members who own real things that will be affected.
- second priority to the members who coordinate
activities/projects/stuff that will be affected. (The volunteers at
the middle of whatever the current whirlwind is.)
- third priority to members volunteers who willdo/havedone non-trivial
work that's related. Ok, 2-and-a-halfth for those who already did
some of the hard work.
- fourth priority to members who are admins of sites affected. (but the
blurb is very oriented to "sysadmin" and "network site"...)
The folks at the highest priority have the power to make the decision,
and get their input from the others. If who really makes the decision
is hard to pick folks should do it together. Failing that, the president
breaks up ties or confusion by picking someone among the higher
priorities.
6.2 Arbitration
When that process fails, the president, or an impartial appointee by
the president, will sort things out among the involved parties. If
it just plain can't be solved, the decision is left to the President.
(as a side effect of some phrasing above, "or is unable" suggests that
if the President is one of the not so impartial involved parties, the
VP is stuck with this lovely task and/or whatever chance is left to
salvage sanity. And it's certainly true if the President at this point
can't make the decision, whatever it is.)
6.3 Site Autonomy
Defining a "site" and then how its internal business is none of our
business for matters that have no effect on the rest of us. Specific
effects we'd care about are mentioned, which should limit things.
6.4 ** gone. goodness knows where. oh well. **
6.5 Volunteer Sustainability
If it's gonna make it hard for you to continue to volunteer long-term,
by all means you've the power to say no, and not do it.
ARTICLE 7: IRC 501(c)3 Tax Exemption Provisions
(I don't think you get to change these; I believe they're a boilerplate
from the Feds. Broken out anyway for completeness.)
7.1 Limitations
Notwithstanding these bylaws, if a 501(c)3 can't do it then this org
can't do it either.
(This could have a sweeping consequence here or there.)
7.2 Prohibition against private inurement
This corp is not your paycheck, you can't line your pockets with its
silver. You can, however, be repaid for coughing up yours when you
were busy doing stuff to further its cause.
7.3 Prohibition against unlawful discrimination
You can't keep the martian dude from helping out just because he has
some weird water-religion and his skin is a shade of green that you find
disturbing. (If you're a martian and reading this, I apologize for using
you or someone you know as a clear example, and btw, welcome to the
South Bay.)
7.4 Distribution of Assets
When this org dissolves, after its debts are settled, all its stuff will
be given to other public-benefit nonprofits, or to the gov for a public
purpose. The regs that describe this more exactly are part of the IRS
tax code.
ARTICLE 8: Amendment of Bylaws
(how things get to be changed)
8.1 Amendment
A 2/3 simple majority of the members is enough to change, get rid of,
or add new bylaws. Have an electronic written notice, then an
electronic vote.
8.2 Voting
For who can vote see article 10. Announce the start and end time of
a vote at least 15 days ahead. The voting period will be a minimum
of 72 hours. (Same idea as 5.3 above, except for the exactly-when part.)
8.3 Voting Audits
If things are alleged to be uncool, a committee of the Board will
decide if there's enough significance to perform an audit... or if the
Board can't manage to be impartial, they have to pick a committee of
at lkest two impartial members. Anyways, if there's an audit, and
the vote can't be recounted or confirmed, then out it goes.
ARTICLE 9: Construction and Terms
(I believe this is from a Nolo Press boilerplate.)
If the bylaws and incorporation conflict, the incorporation wins. If
something's unusable, the rest of it still counts. When we refer to
"Articles of Incorporation" we mean the ones that are filed with the
state for this corp. (Is it common to refer to someone else's? Maybe
in those big thing holds a thing holds another-thing type setups like
you see with Ford or other big megacorps. Not here anyway.) And the
"Internal Revenue Code" means the once and future usual bits 1986+.
ARTICLE 10: Members
10.1 Determination and Rights of Members
There's one kind of member. Members can't have multiple membership.
Except as described in incorporation/bylaws/law, everyone's got the
same rights and restrictions.
10.2 Qualification of Members
Natural persons == humans, willing, interested in helping the
purposes in Article 2. (Nobody unwilling. Other corp entities
could be partners of some sort, but only people that want to help
can be members.)
10.3 Admission of Members
First get nominated (more than one way to do that), then get voted in
by simple majority of current voting members. Nominations can be by
a group of 3 current members, a SIG, a SIG-in-progress, or the Board.
The voting in part can be at a members' meeting, or electronically
(see article 11).
10.4 Voting Status
Members in good standing have a right to vote; they have to set
their voting status themselves. (No unwilling voters here; you
can participate in stuff without dealing with election boredom
and dragging up the magic numbers for majorities. Your first act
as a member might want to be setting this flag.) They can set
or unset their voting status by telling the Secretary, or by some
electronic means if we've got 'em set up. They can actually cast
a vote if they've set their status to current within the last 12
months. (Freshness counts. But, you can set it anytime, so you
can set it right before an election you care about, too.)
10.5 Members in Good Standing
(because without this definition we may as well just say "members",
right?)
If you're not in good standing you can't vote or have an office.
The Board can temporarily revoke good standing. Temporary has to
be described; if it's time, give the timerange, max 1 year; it
can be a condition to meet. With cause: simple majority. Without
cause: 2/3 absolute majority. (Being a group run by people we can
always assume that there's a real reason, probably several; but
writing down the actual cause in the minutes so it's part of record
is the point.)
A member whose contact info isn't current in the past 90 days isn't
in good standing until we can contact them again. (You don't become
not-a-member, but you stop affecting things mathwise, and if you had
a job to do, we find someone else to do it in the meantime. After
we find you again, welcome back.)
10.6 Number of Members
No limit.
10.7 Membership Records
Name and address, kept electronically. (We don't say what kind of
address.) Terminating a membership will be kept too including when
they quit/etc. At the office, or by an officer.
10.8 Nonliability of members
Members aren't personally liable for the debts or obligations of the
corp.
10.9 Nontransferability of memberships
Can't transfer your rights. They don't transfer to anyone when you're
dead either. Your rights end when you die. (Sorry if there's any
prospective vampires out there, but natural persons only, not
supernatural ones ;P )
10.10 Termination
(1) You can quit, by telling the President or Secretary. Or Email.
Or Mail. It takes effect when received. (No unwilling members.)
(2) (describes a procedure for dropping a member.) Reasonable notice
in writing, chance to be heard. The Board has to determine
there was conduct materially and seriously prejudicial to the
purposes of our org. (All you can get for "cause" is not-so-good
standing; you have to do harm to get kicked out, and even then
the Board has to decide it.)
Rights cease when you're terminated. (Seems obvious, doesn't it? Ah,
beureaucrats.)
ARTICLE 11: Meetings of Members
11.1 Scheduling of Regular Meetings
There will be meetings now and then, declared by the Board.
Members can show up in person or remotely by electronic gadgetry.
The place can be physical or an electronic "place" or both.
(Such as, some agreed-on hamradio talknet, or an irc channel like
#sbay.org on freenode. We're leaving exact technologies out of
the legalese, so that they don't get to prevent us from using
other chatty tech that allows free enough communication to actually
flow like a meeting.)
11.2 Special Meetings of Members
A special meeting can be called by:
- the Board (see 3.12)
- the chairperson of the Board
- the President of the Board
- if the state law of CA says someone else can, then them too.
11.3 Notice of meetings
Except otherwise in the incorporation/bylaws/law, notice will be 10
days before the date. It will say where and when (day and hour)
and if it's a Special Meeting, why. It can be given by:
- the President
- by someone else the President directs to do it
- the Secretary
- the people calling the meeting.
(Grammatically, it might be possible to read the text as "these
three types, or by someone they direct to do it" - but the comma
placement suggests this interpretation instead. Maybe we should
rephrase it, but then maybe we should decide which way to tilt it
first.)
Notice wiil be in email, mail, or in person. to everyone who can vote.
11.4 Quorum for Meetings
1/5 of the voting members. CA law says, if less than 1/3 of the
members are present, then only things which have been announced in a
general notice to all members can be voted on. If Quorum isn't
present, unless incorporation/bylaws/law say so, the only business
or motion that can be done is to adjourn.
11.5 Majority Action as Membership Action
A simple amjority of members at a meeting with quorum can act as the
membership... except if more is needed per incorporation/bylaws/law.
The votes can be in person or by proxy.
(So, a meeting could have only 1/5 of the people showing up,
but enough proxies could do all sorts of things - that were
preannounced. If 1/3 of members show up, and there are also
proxies, other things could be voted on too - although how people
would have proxies for matters that haven't been announced yet
has to be left as a problem for the student.)
11.6 Voting Rights
Each member gets one vote.
11.7 Action by Written or Electronic Ballot
Except by incorporation/bylaws/law, anything that could be done at
a meeting could be done without a meeting - if a ballot is given
to every voting member. Such a ballot has to offer:
- the proposal
- a chance to approve or disapprove, or a list of choices
- tell how many replies will be quorum and percentage to pass
(except Director election doesn't need to say percentage)
- when it has to get in, in order to counti, must be reasonable
enough to be able to get in. (Article 5 demands at least 72 hours.)
Use the same methods as meeting notices to get people their ballots.
The result's only valid if there's equal-or-more votes cast than quorum,
and it only passes if there's equal-or-more votes for the proposal
than would have been needed at a meeting.
(Just because it's electronic or written doesn't change the
numbers we're using.)
Failing to vote is an implicit abstention, unless an absolute vote
is needed.
11.8 Conduct of Meetings
Meetings will be run by:
- the Chairperson of the Board
- if they're not around or don't exist, the President
- if they're not around, the Vice President
- failing that, a chairperson selected by simple majority of voting
members that are present.
The Secretary will act as secretary for all meetings of members - or
a secretary will be appointed by whoever's running the meeting.
ARTICLE 12: Special Interest Groups
12.1 SIG Support Project
There will be a SIG support project to assist the SIGs and the org
with procedures about SIGs.
12.2 SIG Support Officer
Heads the SIG support project and is the SIGs ombudsman.
Elected by the Board. If there's a vacancy the President picks someone
until the Board elects another.
12.3 SIG Formation
Sprouting a new SIG needs:
- 3+ members that want to be part of it
- a proposed charter
- the corp to look at the charter, and maybe have the SIG revise it
- the Board to conditionally accept or reject it
- "conditionally" = go through an incubation period (see section 5)
12.4 Creation of a SIG from an external group or project
Absorbing such a group as a SIG needs:
- document that they used their own decisional methods to choose this
path (no unwilling SIGs)
- give the org an Application to become a SIG, which is an Agreement
with these effects:
* all property, source code copyrights, and domains to be given to
to the corporation
* the corp accepts the current project/club leaders as the SIG's
leaders
* the corp accepts their current members as the SIG's current members
* if incubation doesn't succeed, or the corp doesn't accept the new
SIG, the corp gives all the stuff back
* mention any special conditions needed for the incubation period
to succeed
- submit a proposed SIG charter
- the corp to look at the charter, and maybe have the SIG revise it
- the Board to conditionally accept or reject it
- "conditionally" = go through an incubation period (see section 5)
12.5 SIG Incubation Period
Upon accepting a new SIG (the Board vote happens first, then this
period begins), succeeding at incubation needs:
- For an external project/group becoming a SIG: property transfers
to finish
- the SIG settles into regular activity on its topic. May be meetings,
establishing an email list, other communication.
- meets any conditions in the Board's current SIG Incubation Policy.
The Board can use it to distinguish different types of groups.
(examples listed)
- for external groups/projects: the special conditions from their
Agreement to be met
- any Board conditions for acceptance have been met.
The SIG Support Project has the authority to declare it a success.
The SIG Support Project also has the authority to declare that it's
not going to work.
The SIG in progress can withdraw by 2/3 simple majority vote of its
own members.
The Board can cancel the application and not accept the SIG, by a
2/3 absolute majority vote.
(Note that we haven't specified time as one of the conditions;
that's left to the Policy and whatever conditions each side wants
to apply could have a time period or not.)
12.6 SIG Charters
SIG charters contain:
- their purpose statement
- "Special Interest Group of the South Bay Community Network, Inc.,
a California non-profit corporation."
- that it's organized under article 12 of these bylaws
- definitions of these things:
* their Officer positions, with roles and duties described
* a title for their leader
* a method for selecting the leader, pick one:
+ elected by SIG participants
+ appointed by the President
+ elected by the Board
- their method of removing officers
- their method of creating and deleting volunteer positions
- which officer position within the SIG matches the "SIG Coordinator"
position within the corporation
- their procedures regarding voting on issues within the SIG
- their method of updating their own rules and policies
- the SIG Officers must be members in good standing of the corp.
(Since the Board accepting the Application means accepting the SIG
Officers they already had, this seems to come for free to the first
batch of officers. But maybe we should make that explicit?)
- If Officer positions are elected, describes an election method for
them.
- Any officer or volunteer can be removed from their post by the
corp's Board. (type of vote not mentioned, so simple majority)
- Honor the corporate email list policies
- SIG policies can be removed by the Board. (vote type not mentioned,
so simple majority)
- bylaws/corp policy/feds/state/local law override SIG policy.
The overridden policy will be cancelled by the discovering Board or
SIG Officers, and returned to its author with comments.
- Decision making procedures in Article 6 also govern SIGs. The SIG
Coordinator supports and enforces this, and acts as arbiter when
one is needed.
- Amending a SIG charter: announce the proposal to the SIG members and
approve it by:
* 2/3 simplae majority of the SIG members, and a simple majority of
the Board
* 2/3 absolute majority of the Board.
These required items apply to the SIGs even if they aren't written in;
a charter missing them will be amended to add required statements.
(which is somewhat of a shortcut for being able to submit a charter
with only the variable portions filled in, and let it get fixed into
shape.)
(It does not require: how the SIG accepts members of its own.)
12.7 Seperation of a SIG from the corporation
SIGs must request the opportunity to exit, starting a 60 day period
of discussion where the reasons can try to be resolved. If after
60 days it's still necessary, the Board will vote whether or not to
allow an attempt to exit. (The original text is somewhat repetitive
and could stand tightening up. Board's vote type not mentioned, so
simple majority.)
If the exit attempt is a vote, it will be a 2/3 absolute majority of
the SIG's members.
Upon a successful exit,
- the SIG is dissolved in the corporate entity
- its name and membership are now an external organization
- property previously assigned to the SIG remains with the corporate
entity; legal means of distributing that may be appoved by the Board.
- property cannot be distributed except under 501c3 permitted condition.
To another 501c3 is ok. (Didn't have to say that as it's in the fed
code, but I guess it hints that if a SIG needs to become a corp in
its own right, that's certainly doable.) Distribution of property to
individuals is definitely not ok. (Uh, that'd count as profit for
someone, so a nonprofit can't do it.)
12.7 Dissolution of a SIG
A SIG can be dissolved by a 2/3 absolute majority of the Board.
12.8 SIG action as a group
SIGs can act or make a decision as a group by these methods, in order
of precedence:
- corp bylaws and the law have top precedence (have to follow the rules
of the containing entity.)
- rules about decision making declared in the SIG charter
- creating a SIG policy for types of decisions, then following that
- following the method of voting described within the SIG's charter
- - - - - - end commentary - - - - - - - - -
Whew!
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