Be it known that we, desiring to encourage a closer association of persons commonly interested in experimentation and education in electronic communications, do hereby enact these By-Laws as our governing law.
A simple majority vote is a vote where the minimum number to pass must be greater than a fraction of the total votes that were cast. If no other fraction or percentage is specified then the vote must be greater than 1/2 to pass.
An absolute majority vote is a vote where the minimum number to pass must be greater than a fraction of the total eligible voters. If no other fraction or percentage is specified then the vote must be greater than 2/3 to pass.
The singular term "Special Interest Group" is abbreviated SIG.
The plural term "Special Interest Groups" is abbreviated SIGs.
The principal office of the corporation is located in Santa Clara County, State of California.
The designation of the county or state of the corporation's principal office may be changed by amendment of these By-Laws. The Board of Directors may change the principal office from one location to another within the named county.
The South Bay Community Network is a non-profit technical organization. The objective of the corporation is
to develop, demonstrate and promote capabilities of electronic communications and Open Source software,
to organize forums, projects and events about electronic communications, Open Source software and other related technical endeavors,
to design, construct and operate electronic networks, and
to create and maintain Open Source software which the corporation will distribute to the public at no charge
for educational, experimental, scientific and/or public service purposes.
This corporation is organized exclusively as educational and scientific organization as specified in Section 501(c)(3) of the Internal Revenue Code.
The corporation shall have 9 directors and
collectively they shall be known as the Board of Directors.
Four
of the seats on the board shall be held by the officer positions of
President, Vice President, Secretary and Treasurer.
Four of the
seats on the board shall be regular elected board members.
One
seat on the board shall be held by the Immediate Past President.
When the President is re-elected, the seat for the Immediate Past
President shall be considered vacant and filled as with a vacancy in
the regular elected seats on the board.
Any member in good standing may serve as a director of this corporation.
Subject to the provisions of the laws of the State of California and any limitations in the Articles of Incorporation and these By-Laws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
It shall be the duty of the directors to:
(a)
Perform any and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation, or by these
By-Laws;
(b) Appoint and remove, employ and discharge, and, except
as otherwise provided in these By-Laws, prescribe the duties and fix
the compensation, if any, of all officers, agents and employees of
the corporation;
(c) Supervise all officers, agents and employees
of the corporation to assure that their duties are performed
properly;
(d) Meet at such times and places as required by these
By-Laws;
(e) Register their addresses with the Secretary of the
corporation, and notices of meetings sent by mail or electronic mail
to them at such addresses shall be valid notices thereof.
Each of the regular elected directors shall be elected by the members. These shall hold office for a period of two calendar years beginning on January 1 and until his or her successor is elected and qualifies as specified in Section 2. Half of those seats on the board shall be elected in even-numbered years and half in odd-numbered years.
Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
A location shall be determined at the time of scheduling a meeting, by a number of directors sufficient to make a quorum. The location shall be included in the notice of the meeting.
Acceptable locations include but are not limited to electronic communication channels, physical meeting locations or any combination thereof.
The Board of Directors shall hold at least two meetings each calendar year. A meeting may be called at any time by the Chairperson of the Board or other officer or by demand of any two directors. The members of the Board may participate in any meeting of such Board in person or by means of a teleconference, data network, or similar communications equipment by means of which all persons participating in the meeting can communicate with one another. Participation by such means shall constitute presence in person at a meeting.
Once a meeting location and time has been determined, a notice shall clearly describe these for the Board of Directors. The notice shall be sent to any members of the corporation who choose to subscribe to such notices, and to all members of the Board of Directors.
If the time and place have been determined by 2/3 of the board of directors then lead time is not required on the notice, but notice shall still be required to be sent before the meeting. If the time and place have been determined by a simple majority of the board of directors, then 24 hours lead time shall be required.
A quorum shall consist of a simple majority of the
members of the Board of Directors.
Except as otherwise provided
under the Articles of Incorporation, these By-Laws, or provisions of
law, no business shall be considered by the board at any meeting at
which the required quorum is not present, and the only motion which
the Chair shall entertain at such meeting is a motion to adjourn.
Every act or decision done or made by a simple majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these By-Laws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
The Chairperson of the Board shall be the role which presides over meetings of the Board of Directors. A simple majority of the Board of Directors may select one of its members to perform the role of Chairperson of the Board. If a selection has not been made, the President shall perform the role of Chairperson. In the absence of the President, the Vice President shall perform the role of Chairperson. If a Chairperson cannot be selected, the meeting shall be adjourned.
The Secretary of the corporation shall act as
secretary of all meetings of the board., In the absence of the
Secretary of the corporation, the Chairperson shall appoint another
person to act as Secretary of the Meeting.
Meetings shall be
governed by rules of order adopted by the Board of Directors.
University of British Columbia's Simplified Rules of Order shall be
used if no other has been selected. In case any parts come in
conflict, the rules of order shall be superseded by the Articles of
Incorporation, these By-Laws and local, state and federal laws.
Any member of the corporation may attend any Board of Directors meeting, subject to the rules of order in use at the meeting.
Vacancies on the Board of Directors shall exist
(1) on the death, resignation or removal of any director, (2)
whenever the number of authorized directors is increased and (3) if a
director's term expires when no newly-elected director is
available.
Any director may resign effective upon giving written
notice to the Chairperson of the Board, the President, the Secretary,
or the Board of Directors, unless the notice specifies a later time
for the effectiveness of such resignation. No director may resign if
the corporation would then be left without a duly elected director or
directors in charge of its affairs, except upon notice to the Office
of the Attorney General or other appropriate agency of the State of
California.
A director may be removed for cause by a 2/3 absolute
majority vote of the Board of Directors, at any time.
Unless
otherwise prohibited by the Articles of Incorporation, these By-Laws
or provisions of law, vacancies on the board may be filled by
appointment of the President and approval of the board of directors.
If the number of directors then in office is less than a quorum, a
vacancy on the board may be filled by approval of a simple majority
of the directors then in office or by a sole remaining director. A
person elected to fill a vacancy on the board shall hold office until
the next election of the Board of Directors or until his or her
death, resignation or removal from office.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the State of California.
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these By-Laws or provisions of law.
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.
Any member in good standing may serve as officer of this corporation.
The President and Vice President shall be elected by the members. The Secretary and Treasurer shall be elected by the Board of Directors. Each officer 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 and Vice President shall serve no more than two consecutive terms in the same office.
Any officer may be removed for cause by 2/3 absolute majority vote of the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
In the event of any vacancy caused by the death,
resignation, removal, disqualification, or otherwise, of the
President, the Vice President shall become President.
Any vacancy
caused by the death, resignation, removal, disqualification, or
otherwise, of any other officer shall be filled by appointment of the
President, subject to approval by the Board of Directors. Vacancies
occurring in offices of officers appointed at the discretion of the
President may or may not be filled as the board shall determine.
The President shall be the Chief Executive Officer
of the corporation and shall, subject to the control of the Board of
Directors, supervise and control the affairs of the corporation and
the activities of the officers. He or she shall perform all duties
incident to his or her office and such other duties as may be
required by law, by the Articles of Incorporation, or by these
By-Laws, or which may be prescribed from time to time by the Board of
Directors. Unless another person is specifically appointed as
Chairperson of the Board of Directors, the President shall preside at
all meetings of the Board of Directors. The President shall preside
at all meetings of the members. Except as otherwise expressly
provided by law, by the Articles of Incorporation, or by these
By-Laws, he or she shall, in the name of the corporation, execute
such deeds, mortgages, bonds, contracts, checks, or other instruments
which may from time to time be authorized by the Board of Directors.
All activities which represent the corporation externally shall
be under the authority of the President. The President may appoint,
delegate or remove any role for this purpose.
In the absence of the President, or in the event of his or her inability to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these By-Laws, or as may be prescribed by the Board of Directors.
The Secretary shall keep and maintain:
the current text of these By-Laws as amended or otherwise altered to date,
minutes of all meetings of the Directors and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof,
a list of the membership and their current standing,
and other records of the Corporation.
In addition, the Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law, exhibit at all reasonable times to any director of the corporation, on request therefore, the By-Laws and the minutes of the proceedings of the directors of the corporation, and in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these By-Laws, or which may be assigned to him or her from time to time by the Board of Directors.
The Treasurer shall be the Chief Financial Officer of the corporation. The Treasurer shall keep and maintain:
adequate and correct records of account of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. and
other financial records of the Corporation.
In addition, the Treasurer shall see that all books of account and financial records are currently maintained, be responsible for all funds and securities of the Corporation, deposit all such funds in the name of the Corporation in such financial institutions as shall be selected by the Board, render to the President and Directors (whenever requested) an account of any or all of the transactions as Treasurer and of the financial condition of the Corporation (including preparation of financial statements), and in general perform all duties incident to the office of Treasurer as may be required by law, these Bylaws, or action of the Board of Directors.
Officers shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
By September 1 of each year, the President shall appoint a Nominating Committee consisting of a chairperson and two or more additional members. The chairperson shall submit a list of names, at least one for each office, to the President by October 1. Each name may only be submitted with the consent of the person being nominated, who must be qualified to hold the office according to the requirements of these By-Laws. Members shall be notified of the list of nominees via electronic mail and the world wide web site of the corporation on or before October 15. Each candidate shall be given an opportunity to submit a brief written statement to be included with the election announcement. The candidate statements may be distributed by additional means under the condition that all submitted statements are distributed equally.
By October 1, the President shall appoint an Election Committee consisting of a chairperson and two or more additional members. Members of the Election Committee shall not also be nominees for any office in the election. The Election Committee shall administer the electronic voting system, conduct the election, publish the election results and make all information available for any audits of the results.
The electronic voting system to be used for elections of officers and directors and other decisions put before the members shall use the Single Transferable Vote method, otherwise known as the preferential voting system, allowing votes to be cast as lists of candidates in order of preference. Implementations shall allow for ballots to be distributed and collected by electronic mail, and/or accessed directly via a network. Measures shall be taken to ensure that only members are able to cast votes, no more than one vote may be cast per person and privacy of secret ballots is maintained. In order to ensure that the voting system software is easily reviewable by members and directors, the source code for the voting system software shall be Open Source, redistributable under a license certified by the Open Source Initiative, Inc.
Only members with current voting privileges as defined in Article 10 shall be eligible to cast votes. The starting and ending times for voting shall be announced by November 1. Voting shall commence on or before November 15. Ballots shall be distributed when voting commences. The voting period shall be a minimum of 72 hours.
In case of allegations of voting irregularities, a committee of the Board of Directors consisting of the Directors who are not nominees in the election may decide if the allegations are significant and perform an audit of the election results. If not enough Directors are available, the Board shall appoint a committee of no fewer than two impartial members to decide on the significance and possibly perform an audit. If an audit can neither re-count nor confirm the election results, the committee shall overturn the election.
If nominations or elections cannot be performed by the dates listed in these By-Laws, or must be re-done, all nominations or elections activities shall be carried out as soon as practicable.
For decisions not otherwise addressed in these By-Laws or applicable local, state and federal law, these guidelines shall govern who has the authority to make a decision and from whom the decision-maker(s) shall accept input. It shall be the responsibility of the President to ensure these procedures are followed in internal matters of the corporation. The following priorities shall apply to parties potentially involved in a decision:
The highest priority shall be given to members who are owners of property or network bandwidth that would be affected by the the decision.
The second priority shall be given to the members who coordinate the corporation's networks, services, projects, special interest groups or activities that would be affected by the decision.
The third priority shall be given to the members acting as volunteers who will do or have done non-trivial work related to the the decision, favoring those who have already done the most significant work.
The fourth priority shall be given to members who are administrators of network sites, nodes or resources that would be affected by the decision.
The person or people highest in the decision-making priority level have the responsibility and authority to make the decision. The parties responsible for the decision shall seek and accept inputs, concerns and/or suggestions from members from lower priority levels in consideration of the decision.
If there is no agreement about who is responsible to make the decision, the people ranking in the highest priority level shall make the decision together. If difficulty selecting the responsible parties remains, the President shall select one or more people from the highest priority level to make the decision.
Decisions which fail to be made using the general guidelines shall be arbitrated by the President, or an impartial appointee of the President. If the matter cannot be resolved through arbitration, the President shall make the final decision.
For purposes of this section, any network or computing resource which can be represented by a single member as its administrator is considered a site. A decision is considered internal to a site if it does not affect other volunteers, sites, networks, services or activities of the organization, and is not otherwise addressed by these By-Laws or other local, state and federal laws. Decisions which are internal to a site are solely the authority and responsibility of the site's administrator.
Any member may refuse any request or service which would make his/her volunteer role unsustainable for the long term.
Notwithstanding any other provisions of these By-Laws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
The actions and policies of the corporation shall not discriminate against any person on the basis of race/ethnicity, color or religion.
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more non-profit public-benefit organizations or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of California and Section 501(c)3 of the Internal Revenue Code.
These By-Laws may be altered, amended, or repealed and new By-Laws adopted by a 2/3 simple majority of the members participating in an electronic vote following electronic written notice of intention to alter, amend, repeal or adopt new By-Laws.
Only members with current voting privileges as defined in Article 10 shall be eligible to cast votes. The starting and ending times for voting shall be announced at least fifteen days before voting commences. Ballots shall be distributed when voting commences. The voting period shall be a minimum of 72 hours.
In case of allegations of voting irregularities, a committee of the Board of Directors shall decide if the allegations are significant and perform an audit of the voting results. If not enough Directors are available to act impartially, the Board shall appoint a committee of no fewer than two impartial members to decide on the significance and possibly perform an audit. If an audit can neither re-count nor confirm the election results, the committee shall overturn the vote.
If there is any conflict between the provisions of
these By-Laws and the Articles of Incorporation of this corporation,
the provisions of the Articles of Incorporation shall govern.
Should
any of the provisions or portions of these By-Laws be held
unenforceable or invalid for any reason, the remaining provisions and
portions of these By-Laws shall be unaffected by such holding.
All
references in these By-Laws to the Articles of Incorporation shall be
to the Articles of Incorporation of this corporation filed with the
State of California and used to establish the legal existence of this
corporation.
All references in these By-Laws to a section or
sections of the Internal Revenue Code shall be to such sections of
the Internal Revenue Code of 1986 as amended from time to time, or to
corresponding provisions of any future federal tax code.
The corporation shall have one class of membership. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the By-Laws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.
Any natural person interested in the purpose set forth in Article 2 of these By-Laws and with the willingness to contribute efforts and/or resources to the furtherance of these aims shall be qualified for membership.
To be eligible for membership, a person or entity must be nominated by any one of the following:
three members of the corporation in good standing,
a Special Interest Group (excluding any which have not completed their incubation period), or
the Board of Directors.
Nominees shall be admitted by a simple majority vote of the members of the corporation with current voting status as defined below, at a members meeting or by electronic ballot as defined in Article 11.
All members in good standing have the right to vote. In order to vote, each member must have declared their status as current within the preceding 12 months at the time of a members meeting, voting deadline or ballot distribution deadline. All votes by the membership shall use the total number of members with current voting status for determining margins necessary to pass.
Any member in good standing may declare their voting status as current or not current by delivering a message to the Secretary or using any electronic system which is provided by the corporation for this purpose.
A member not in good standing shall be prohibited from membership privileges of voting or holding elected or officer positions in the corporation or any SIG.
The Board of Directors may temporarily revoke the good standing of a member by one of the following means:
With cause the threshold for revocation shall be a simple majority.
Without cause the threshold for revocation shall be a 2/3 absolute majority.
A revocation of a member's good standing shall include either an expiration date not more than one year in the future or a condition that must be met in order to restore the member's good standing.
A member whose contact information is not current and cannot be contacted by customary methods for 90 days shall automatically lose good standing until up to date contact information is submitted to the corporation.
There is no limit on the number of members the corporation may admit.
The corporation shall keep membership records containing the name and address of each member. Termination of the membership of any member shall be recorded in the records, together with the date of termination of such membership. Such records shall be kept in electronic form at the corporation's principal office or in the possession of an officer of the corporation.
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
The membership of a member shall terminate upon
the occurrence of any of the following events:
(1) Upon his or her
notice of such termination delivered to the President or Secretary of
the corporation personally, by mail, or by electronic mail, such
membership to terminate upon the date of delivery of the notice or
date of deposit in the mail.
(
(2) After providing the member
with reasonable written notice and an opportunity to be heard either
orally or in writing, upon a determination by the Board of Directors
that the member has engaged in conduct materially and seriously
prejudicial to the interests or purposes of the corporation.
All
rights of a member in the corporation shall cease on termination of
membership as herein provided.
Meetings of members shall be held from time to time by resolution of the Board of Directors. The members may participate in any meeting in person or by means of a teleconference, data network, or similar communications equipment.
Acceptable locations include but are not limited to electronic communication channels, physical meeting locations or any combination thereof.
Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation, or, if different, by the persons specifically authorized under the laws of the State of California to call special meetings of the members.
Unless otherwise provided by the Articles of
Incorporation, these By-Laws, or provisions of law, notice stating
the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) days before the date of the
meeting, either personally, by mail or by electronic mail, by or at
the direction of the President, or the Secretary, or the persons
calling the meeting, to each member entitled to vote at such meeting.
A quorum shall consist of one fifth of the voting
members of the corporation.
As required by the California
Corporations Code §5512(b), if fewer than one third of the
membership is in attendance in person or by proxy then the only
matters which may be voted upon shall be those for which prior
general notification was given to all the membership.
Except as
otherwise provided under the Articles of Incorporation, these
By-Laws, or provisions of law, no business shall be considered by the
members at any meeting at which the required quorum is not present,
and the only motion which the Chair shall entertain at such meeting
is a motion to adjourn.
Every act or decision done or made by a simple majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these By-Laws, or provisions of law require a greater number.
Each member is entitled to one vote on each matter submitted to a vote by the members.
Except as otherwise provided under the Articles of
Incorporation, these By-Laws, or provisions of law, any action which
may be taken at any regular or special meeting of members may be
taken without a meeting if the corporation distributes a written or
electronic ballot to each member entitled to vote on the matter. The
ballot shall:
1. set forth the proposed action;
2. provide an
opportunity to specify approval or disapproval, or a list of choices,
for each proposal;
3. indicate the number of responses needed to
meet the quorum requirement and, except for ballots soliciting votes
for the election of directors, state the percentage of approvals
necessary to pass the measure submitted; and
4. shall specify the
date by which the ballot must be received by the corporation in order
to be counted. The date set shall afford members a reasonable time
within which to return the ballots to the corporation.
Ballots
shall be mailed or delivered in the manner required for giving notice
of membership meetings as specified in these By-Laws.
Approval of
action by written or electronic ballot shall be valid only when the
number of votes cast by ballot within the time period specified
equals or exceeds the quorum required to be present at a meeting
authorizing the action, and the number of approvals equals or exceeds
the number of votes that would be required to approve the action at a
meeting at which the total number of votes cast was the same as the
number of votes cast by ballot.
Except when an absolute vote is required, a failure to cast a vote shall count as an implicit abstention.
Meetings of members
shall be presided over by the Chairperson of the Board, or, if there
is no Chairperson or, in his or her absence, by the President of the
corporation or, in his or her absence, by the Vice President of the
corporation or, in the absence of all of these persons, by a
Chairperson chosen by a simple majority of the voting members,
present at the meeting. The Secretary of the corporation shall act as
Secretary of all meetings of members, provided that, in his or her
absence, the presiding officer shall appoint another person to act as
Secretary of the Meeting.
Meetings shall be governed by rules of
order adopted by the Board of Directors. University of British
Columbia's Simplified Rules of Order shall be used if no other has
been selected. In case any parts come in conflict, the rules of
order shall be superseded by the Articles of Incorporation, these
By-Laws and local, state and federal laws.
The corporation shall maintain a SIG Support Project with volunteers to provide assistance with the corporation's procedures to any SIG as needed.
The SIG Support Officer shall have authority and responsibility to lead the SIG Support Project and serve as an ombudsman for the SIGs.
The SIG Support Officer shall be elected by the Board of Directors. In case of a vacancy in the SIG Support Officer position, the President shall appoint an interim SIG Support Officer to serve until the Board of Directors elects the SIG Support Officer.
Any group of members may propose a new SIG, subject to the following conditions:
A minimum of 3 members in good standing are participants of the SIG.
A proposed SIG charter shall be submitted with the application.
The SIG charter shall be subject to review by the corporation. It may be returned for revision without rejecting the application.
The Board of Directors shall make the decision to accept or reject the proposed new SIG, conditional upon its successful completion of the SIG Incubation Period.
The following rules shall apply when an external club or project requests to become a SIG.
The club or project shall provide documentation that it has determined by its existing decision-making procedures the intent to apply and become a SIG.
The club or project leadership shall enter into a SIG Application Agreement with the following conditions.
The club or project shall transfer all property, including Internet domains and software source code copyright ownership, to the corporation.
The corporation accepts the current club or project leadership as the initial leadership of the SIG.
The corporation accepts the current club or project membership as the initial membership of the SIG.
If the SIG application is not accepted or the SIG fails to complete its incubation period, the property shall be returned.
SIG incubation conditions may be included in the agreement which must be met in order for the SIG to complete its incubation period.
A proposed SIG charter shall be submitted with the application.
The SIG charter shall be subject to review by the corporation. It may be returned for revision without rejecting the application.
The Board of Directors shall make the decision to accept or reject the club or project as a SIG, conditional upon its successful completion of the SIG Incubation Period.
Upon acceptance of a new SIG, an incubation period begins. The SIG succeeds in its incubation period when the following requirements are met.
For an external club or project becoming a SIG, all transfers of property are completed.
The SIG establishes regular recurring activity applicable to its topic area. This includes but is not limited to holding meetings, establishing an e-mail list or other electronic communications among participants.
The SIG meets all conditions set by a SIG Incubation Policy by the Board of Directors. The SIG Incubation Policy shall be allowed to differentiate between different types of SIGs including but not limited to technical clubs, periodic events and Open Source software projects.
For an external club or project becoming a SIG, the SIG meets all conditions set by the SIG Application Agreement.
The SIG meets all conditions set by the Board of Directors upon acceptance of the SIG.
The SIG Support Project shall have the authority to determine that a SIG has met the requirements of its incubation period, ending the incubation period with a successful result.
The SIG Support Project shall have the authority to determine that a SIG has failed or is not expected to meet the requirements of its incubation period, ending the incubation period with an unsuccessful result.
The SIG may choose to withdraw its application during the incubation period by a 2/3 simple majority vote of its participants, ending the incubation period with an unsuccessful result.
The Board of Directors may cancel the SIG application during the incubation period by a 2/3 absolute majority vote, ending the incubation period with an unsuccessful result.
All SIG charters shall include the following content.
The charter shall state the purpose of the SIG.
The organization is a "Special Interest Group (SIG) of the South Bay Community Network, Inc., a California non-profit corporation."
The SIG is organized under Article 12 of these By-Laws.
The SIG charter shall define the following:
officer positions of the SIG and the roles and duties of each,
a title for the top leadership position of the SIG,
how the top leadership position in the SIG is selected, which shall be one of the following: elected by SIG participants, appointed by the President or elected by the Board of Directors,
a procedure for removal of officers,
a procedure for creation and removal of volunteer positions,
a procedure for appointment and removal of individuals in volunteer positions,
which officer position in the SIG corresponds to the SIG Coordinator position in these By-Laws,
a procedure for voting on issues put before the SIG participants, and
a procedure for making rules and policies of the SIG.
Officers of the SIG are required to be members in good standing of the corporation.
If any officer positions are elected then election procedures shall be specified.
Any officer or volunteer may be removed from their post by the corporation's Board of Directors.
The SIG shall adhere to the corporation's e-mail list policies including e-mail etiquette.
The SIG policies may be removed by the corporation's Board of Directors.
In case of conflict, the corporation's by-laws, the corporation's policies, US Federal law, and laws of applicable state and local governments take precedence over any SIG policy. A policy or proposed policy found by the SIG officers or the corporation to be in violation shall be cancelled and returned to its author with recommendations.
Decision-making procedures of Article 6 of the corporation's By-Laws shall also govern decisions within the SIG. It shall be the responsibility of the SIG Coordinator to ensure that these procedures are followed and to perform or delegate the role of conflict resolution arbitration when necessary.
The SIG charter may be amended when a proposed amendment is announced to the SIG participants and approved by either of the following:
A 2/3 simple majority vote of the SIG participants and approval by a simple majority vote of the corporation's Board of Directors.
A 2/3 absolute majority vote of the corporation's Board of Directors.
These required statements apply to all SIGs even if omitted from the charter for any reason. If a required statement is found to be missing from a SIG charter, the SIG charter shall be amended to include it.
SIGs shall not be permitted to attempt to exit the corporation or hold a vote to exit without prior approval of the Board of Directors. Upon receiving a request to hold such a vote, an automatic mandatory 60-day discussion period shall be imposed which is intended to solve problems that led to the request. If the request remains standing after 60 days, the Board shall review available information and vote whether to allow the SIG to hold a vote on exiting the corporation. A SIG's vote to exit may only take place with prior approval of the Board of Directors - otherwise the vote and any process behind it shall be considered null and void.
If a SIG is allowed to hold a vote on exiting the corporation, the vote shall require a 2/3 absolute majority of the SIG's membership in order to pass.
In the event that a SIG chooses to exit, the SIG shall be effectively dissolved in the corporation. The name of the SIG and the membership shall be released to form an external organization. All property previously assigned to the SIG shall remain in the possession of the corporation until and unless legal means of distribution are found and approved by the Board of Directors. Absolutely no property may be distributed except as allowed by IRC 501(c)3 rules. Distribution of property to another 501(c)3 corporation is permitted. Distribution of property to individuals shall be strictly prohibited.
A SIG may be dissolved by a 2/3 absolute majority vote of the Board of Directors.
A SIG may perform an action or make a decision as a group by any of the following means, listed in order from highest to lowest precedence:
These By-Laws and relevant local, state and federal law shall have precedence over any SIG charter or policy.
Rules regarding decision-making as a group in the SIG's charter shall have precedence over any SIG policy.
Each SIG may create policies regarding how to perform actions and make decisions as a group, in accordance with policy-making rules in its charter.
If no other method is specified above, a vote of the SIG's participants according to its charter shall be applicable to make any decision as a group.