The South Bay Community Network
sbay.org
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Linux Picnic
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Introduction - Why Did We Incorporate sbay.org?

Reasons for Incorporating

Also, at the time sbay.org and the Silicon Valley Linux User Group (SVLUG) decided to join forces in this incorporation, since we have had a lot of cross-membership and mutual interests through the years. SVLUG was neglected as a Special Interest Group of another non-profit organization, and had to abandon its previous host organization which was in the process of collapsing. SVLUG was in an awkward position in that, being so large for an informal association, it would probably never find an existing non-profit organization tailored to its situation. The Special Interest Groups section of sbay.org's By-Laws were written in cooperation with SVLUG leaders so that they could get more involved with and more involvement from the parent organization.

Since then, SVLUG has decided to withdraw and go on its own course. But sbay.org has other SIGs and will undoubtedly continue to create new techincal forums in the future. So the SIG structure that was created for SVLUG will evolve to serve the existing SIGs.

The goal was originally to form a non-profit corporation organized as a 501(c)7 hobby club. We initially decided against trying for a 501(c)3 organization because, though it allows donations to be tax-deductible, that's only for charitable non-recreational organizations. We decided very early on that we could not dispense with the recreational aspects of the organization and still preserve its character. A 501(c)7 organization is able to apply separately to be exempt from paying taxes as an organization, but not eligible for people to deduct donations from their taxes.

Proposed Major Amendment, September 2006

Special Interest Groups

• Linux Picnic
• Stratofox Aerospace Tracking Team
• Silicon Valley Wireless Users & Experimenters (SVWUX)

Overview of the By-Laws

This page is only a summary. The actual text of the by-laws take precedence in any simplifcation, conflict or error.

The By-Laws are available in the following formats:

• HTML (44K)
• PDF (78K)
• Postscript (993K)
• OpenOffice.org/StarOffice (21K)

Highlights

• Two officers elected by the members: President, Vice President
• Two officers elected by the directors: Secretary, Treasurer
• Memberships require 10/year annual dues
  • the purpose of this is to raise funds to pay for expenses such as insurance, etc
  • members have rights to vote in elections and hold offices
  • ideally, the primary motivation for joining should be to contribute to help make the actions of the organization happen
  • opportunities to participate are preserved without being a dues-paid member - this is considered a method of recruiting new members
• Directors are elected to represent the interests of the members
• Board of directors must meet at least once per year
• All meetings (directors or members) may be organized to be held in person or electronically
• Special Interest Groups allows similar "clubs within the club" under the same non-profit corporation umbrella

Purpose

• non-profit, recreational and social association
• provides electronic and social forums for communications and Open Source hobbyists and professionals
• operates electronic networks among its members
• organizes do-it-yourself, Open Source or other experimental projects related to electronic communications

Directors

• 9 directors (the "Board of Directors")
  • Four seats for the officers: President, Vice President, Secretary, Treasurer - each serves one-year terms
  • Four seats directly elected to Board of Directors, two elected each year for two-year terms
  • One seat for the Immediate Past President (When President is re-elected, this post is considered vacant and filled by appointment of the President.)
• Any member in good standing (i.e. current dues paid) may serve as a director.
• Duties of the board of directors include:
  • elect secretary and treasurer
  • oversee officers and anyone representing the organization to assure their duties are performed correctly
• Regular elected directors (i.e. other than the officers) are elected for 2-year terms. Terms are staggered such that two are up for election each year.
• Board selects a Chairman to preside over board meetings. This can be the President but is not required to be.
• Vacancies are filled by appointment of the President and approval of the Board. Appointed directors serve until the next election.

Officers

• President
  • Elected by the members for calendar-year term
  • Chief Executive - supervises and controls operation of the organization
  • Presides at meetings of the members
  • Represents the organization to the public and in legal/contractual matters
  • Appoints/removes volunteers in all non-elected positions
  • Approves formation of Special Interest Groups (SIGs)
• Vice President
  • Elected by the members for calendar-year term
  • Acts as President in his/her absence or inability to act
  • May be assigned other tasks by the Board of Directors
• Secretary
  • Elected by the Board of Directors for calendar-year term
  • maintains current text of the By-Laws
  • keeps minutes from meetings of the Board of Directors and members
  • maintains records of the organization
• Treasurer
  • Elected by the Board of Directors for calendar-year term
  • keeps records of the organizations finances and property
  • responsible for funds and securities of the organization
• Officers may be removed by 2/3 vote of the Board of Directors

Elections

• President appoints a Nominating Committee by September 1 each year. The Nominating committee finds candidates to fill all available positions, and accepts self-nominations from any member.
• Nominating Committee presents list of candidates to the President by October 1 each year.
• Notifications of candidates to the membership (by e-mail and web) by October 15 each year.
• President appoints an Election Committee by October 1 each year. The Election Committee will run the election and publish the results.
• The voting system software must use the Single Transferable Vote system, allowing votes to be cast as a list of choices in order of preference.
• Ballots may be distributed and collected by e-mail, and/or accessible via a network.
• Only dues-paid members may vote.
• One vote per person.
• Measures must be taken to ensure privacy of votes.
• Starting and ending dates of voting must be announced by November 1.
• Voting must begin by November 15.
• The voting period is a minimum of 72 hours.
• provides procedure for auditing a vote while preserving privacy of votes

Decision-making Procedures

• provides procedures for internal decision-making procedures within the organization.
• highest priority is given to anyone who owns property or network bandwidth that would be affected by a decision
• second priority goes to members who coordinate the organization's projects, activities or SIGs related to the decision
• third priority goes to volunteers who have done or intend to do non-trivial work related to the decision, with preference to those who have done the most significant work
• fourth priority goes to members who are admins of network sites/nodes that would be affected by the decision
• The person or people in the highest level of priority share the authority to make the decision.
• Inputs to the decision should be solicited from others at lower priority levels.
• It is the duty of the president to ensure this procedure is followed.
• If an agreemnt can't be reached, the president or an impartial appointee will arbitrate among the parties.
• If the matter still can't be resolved, the President makes the final decision.
• A computing or network resource which is represented only by one member is considered a site. A decision is considered internal to a site if it does not affect other volunteers, members, sites, services, SIGs, etc of the organization.
• Any volunteer may refuse any request which would make his/her rolex unsustainable for the long term.

IRC 501(c)7 Tax Exemption Provisions

• In order to qualify for being a tax exempt organization, we must prohibit some actions.
  • No part of the net earnings can benefit any member, officer, director etc except as reimbursement for authorized expenses and services.
  • Unlawful discrimination is prohibited, including discrimination against any individual on the basis of race/ethnicity, color or religion. (These were listed this way because they're specifically the ones listed in the US Internal Revenue Code Part 501(c)7. Others may be enforced by other existing laws or by policy of the Board of Directors. But this is what's required to comply with tax-exempt status. So we list it here in order to help our By-Laws pass the IRS's and state's legal reviews.)
  • The organization may receive no more than 35% of its gross receipts (revenue) from sources other than the membership. Of that 35%, no more than 15% may come from use of the organization's facilities by the general public.
  • If the organization should disband, after resolving debts and liabilities, the remaining assets may only be distributed to other qualified non-profit organizations or to the local or state government, but not to any individuals.

Amendments of By-Laws

• Only dues-paid members can vote.
• Voting is held electronically - by e-mail and/or direct network access.
• Notice of the proposed amendment must be distributed to members at least 15 days before voting begins.
• Voting commences when ballots are distributed.
• The end time of voting will be announced when voting starts, and must go for a minimum of 72 hours.
• The amendment must pass by a 2/3 margin of the members who participate in the vote.

Members

• Anyone interested in the purpose of the organization is qualified to be a member.
• Most memberships are "contributing memberships". Annual membership dues are 10 for all contributing memberships.
• The Board of Directors may grant a "participating membership" to members who have made non-trivial efforts which the organization or its members depend upon. This is intended as a reward for exceptional efforts. Review procedures are included to ensure this reward is not abused by being handed out too often.
• Memberships may be terminated in any of three ways
  • at the request of the member
  • for failure to pay dues
  • by act of the Board of Directors in response to a formal complaint for conduct seriously contrary to the purposes of the organization

Meetings of Members

• Meetings of members are scheduled by resolution of the Board of Directors. They may be held in person or online.
• Special meetings of the members may be called by the Board of Directors, Chairperson of the Board or the President.
• For votes at meetings, a quorum is one fifth of the voting members.
• If fewer that one third of the voting members are present, then votes may only take place on items previously announced before the meeting. (This is required by state law.)
• Any decisions which may be made at a members' meeting may also be made without a meeting by written or electronic ballot.

Special Interest Groups

• A Special Interest Group (SIG) is intended as a "club within the club". These rules were originally modeled after the SIG policy of the West Valley Amateur Radio Association and changed through discussion with SVLUG.
• A SIG may be formed by this process:
  • a proposal is made to the President which defines the purpose of the SIG
  • at least three members of the organization express interest in the SIG
  • a member of the organization volunteers to coordinate the SIG
  • the President approves the request
• SIGs must maintain the following conditions, otherwise the President has the option to remove them without further cause
  • the coordinator of the SIG must be a current member
  • the participants of the SIG must include at least 3 current members
  • the SIG must limit its activites to those listed in its purpose
  • the SIG must have some kind of electronic forum or monthly activity
  • money and property of the SIG are those of the organization - activities must be coordinated/approved/delegated by the President and Treasurer
  • an accounting and description of the activities of the SIG must be provided upon request of any director of the corporation
  • the SIG must follow policies of the corporation, including use of its property and intangible assets (i.e. no unapproved use of the organization's name)
• The Board of Directors may remove a SIG by 2/3 majority vote with or without cause. This is mainly to ensure the Directors remain in control of the organization since they legally must do so.
• A SIG may choose to adopt its own charter, which would include
  • purpose of the SIG
  • roles and duties of SIG officers
  • one officer position represents the SIG to the corporation, referred to as the "SIG coordinator"
  • qualifications of SIG officers (who must be current members of the organization)
  • procedures for election and removal of SIG officers
  • The Board of Directors may remove any SIG officer by a 2/3 vote
• If a SIG doesn't adopt a charter, then its coordinator appoints and removes all positions in the SIG. The President may then also remove the coordinator or any appointees within the SIG.