Resolution 1999-09-21.nl: Changes to the Bylaws

September 21st, 1999

The resolution below has been accepted and unanimously approved at the general meeting of Software in the Public Interest, Inc. on September 21, 1999.

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 may be individuals or organizations.

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

Contributing memberships are open to persons and organizations who have made significant contributions to the free software community, as determined by the membership committee.

The membership committee and its charter will make reasonable and fair procedures for these determinations, including for acquiring necessary information such as lists of projects a prospective member has participated in or testimonials, and for regularly reviewing the status of contributing members.

If a contributing membership is not renewed, the member's status will be downgraded to a non-contributing member.

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 must follow the application process for contributing members.

ARTICLE FOUR - MEETING

[mostly rewritten, will replace the current article four]

The annual board meeting of this organization shall be electronically held on the first day of July, each and every year except if such day be a legal holiday then and in that event the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these bylaws. The Secretary shall cause to be mailed (electronically or otherwise) to every board member in good standing at his or her address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

Regular meetings of the board of this organization shall be held quarterly.

The presence of not less than two-thirds of the board members shall constitute a quorum and shall be necessary to conduct the business of this organization, but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by these bylaws and the Secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Special meetings of the board of this organization may be called by the President when he deems it in the best interest of the organization or by two members of the board. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least two weeks but not more than 30 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called and the business to be conducted.

At the request of one-third members of the organization the President shall cause a special meeting to be called but such request must be made in writing at least thirty (30) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE 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. Ballots concerning election or removal of officers shall be secret ballots.

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%) of voters 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 by the membership shall be cast in the manner specified by the Secretary. The default method of voting shall be by cryptographically signed email ballots.

Any proposal submitted to the secretary with N or more number of seconds shall be put before the membership for a vote within 30 days. N is defined as follows:

N = sqrt(M)

where M is the number of contributing members of the organization.

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. The board of directors forms committees by issuing the committee charter.

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, and may also make decisions on behalf of the organization if and as authorized by 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:

1. 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.

1. 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