[Fsfe-ie] IFSO Rules, Interim draft (2.5)

Hi everyone,

Sorry this didn't circulate this morning as I intended. We are recovering from a substantial network outage here (sidebar: please do not plug misconfigured research equipment into a production network). This is by way of an interim draft that attempts to detail the issues that were brought up on the list. As a result it is *not* a proper draft of the rules, but more of a discussion document for this evenings meeting.

Note: This interim draft is for discussion at the 13 November 2003 meeting. The proposed changes from the list discussion are not all so self-evident that I have made direct substitutions. Instead the sections that have proposed changes are marked thus:

{* A ... OLD text *} {* B ... NEW text *}

with the intention that the meeting will either select one of A or B, or propose new changes (C and on) for further consideration.

If you are going to be attending the meeting this evening I will bring several printouts of this document so that everyone can read and annotate it.

If you will not be attending the meeting but are interested in the process anyway please note that the most likely outcome in my view is that many of the sections will be rewritten, and a full third draft will circulate as soon as possible after the meeting.

There are, in my view, serious issues with the formulation of postal voting rules. I have included a sample procedure in this discussion draft, but I do not expect it to be adopted unchanged (if at all).

======= Proposed Constitution for IFSO (second draft) ======= PREAMBLE (extracts from FSF free software page)

OBJECTS

1. The name of the Club shall be Irish Free Software Organisation ('IFSO')

{* A 2. The club shall Promote and defend the writing of Free Software of the sort advocated by the Free Software Foundation and others, 3. Promote and defend the use of Free Software, and 4. Encourage the localisation and translation of Free Software into Irish. *} {* B 2. The club shall promote and defend Free Software. *}

{* NOTE 1: The advice I have received from someone who has substantial experience dealing with clubs is that there would be no obstacle to IFSO allocating funds on behalf of members (for instance to pay for legal defence). Since I have not been able to get a lawyer to speak on the record without a fee you will have to take this advice for what you think it is worth. Since the organisation has no existence as an independent legal entity it cannot take action on its own - we would need to incorporate a company for this. There is therefore in my opinion no need to make a specific statement regarding this matter *}

{* NOTE 2: The necessary and sufficient condition for tax-free allocations appears to be that the constitution restrict the activities of the organisation to charitable endeavours as defined by the revenue commissioners interpretation of common law. It is not clear that the objects of IFSO (any version of) do in fact restrict things that way, nor is it clear that this is even desirable since that may be an untenable restraint on our political involvement.

I am awaiting more information from the CRU regarding this, but theory contact person has been difficult to, well, contact.

In any event, a possible extremly restrictive clause for discussion could be:

N. IFSO shall undertake activities in defence of Free Software only to the extent that they are beneficial to the community, and shall engage in no other activity. *}

CONSTITUTION

1. MEMBERSHIP

1.1. IFSO will grant membership to anyone who wishes to promote the objectives of the organisation.

{* A 1.2. Membership of IFSO shall comprise Ordinary, Student, and Honorary members. The Membership of Honorary Members may be limited in time. *} {* B 1.2. Membership of IFSO shall comprise Ordinary, and Honorary members. The Membership of Honorary Members may be limited in time. *}

{* A 1.3. All new members shall be invited to complete an application form for membership for consideration and approval by the Executive Committee. The Committee shall have the right to reject membership applications. *} {* B 1.3. All new members shall complete an application form for membership that will be returned to the committee. *}

1.4 Membership shall terminate on withdrawal in writing, expulsion by the committee for non-payment of dues or for other good and sufficient, reasons with a right of the member in the latter case to be heard by the Committee before a final decision is made.

2. ANNUAL GENERAL MEETING

2.1. At the start of each year the Chairman shall convene an Annual General Meeting.

2.2. At least four weeks notice of the Annual General Meeting shall be given to each member of IFSO by such means as the Secretary shall deem appropriate. The notice shall specify the time and place of the Meeting and be accompanied by an agenda of the business to be transacted at it.

2.3. The agenda shall include, inter alia,

2.3.1. Nominations for the offices to be filled for the ensuing year and shall include the following: The Chairman, the Secretary and the Treasurer. Committee members shall hold office for one year but shall be eligible for re-election.

2.3.2. Nominations for these offices and any other offices shall be made to the Secretary in writing not later than two weeks before the Annual General Meeting.

2.3.3. The appointment of a General Committee which shall consist of the Officers under 2.3.1 above and at least three members whom the Annual General Meeting elect.

2.3.4. A proposal to receive and approve the Annual Accounts copies of which shall be made available to the General Meeting which may be adjourned to receive and approve the audited accounts.

2.4 The amounts of the annual subscriptions and the dates upon which they become due shall be decided at the Annual General Meeting.

2.5. All paid up members of IFSO shall be entitled to attend the Annual General Meeting. Members of at least four months standing will be eligible to vote.

2.6. Eligible nominees for Committee positions will comprise all paid-up IFSO members of at least eight months standing. Nominees shall in addition display evidence of contributions to Free Software or IFSO projects and will be willing to uphold the objectives of IFSO.

{* A 2.7. Election of officers shall be by a show of hands and in the event of any dispute the Chairman may call for an election by paper ballot or adjourn the meeting for that issue to be determined separately. *} {* B 2.7. In the event of any dispute over the election of officers the Chairman may adjourn the meeting for that issue to be determined separately. 2.7.1. Election of officers by those present at the AGM shall be by paper ballot, to be counted by the secretary. 2.7.2. Members who are unable to attend the Annual General Meeting may request a postal ballot from the Secretary not less than two weeks before the date of the meeting. The Secretary shall provide them with a ballot listing the nominees for office which must be returned to the Secretary and received by the date of the meeting. The Secretary will make the ballot available at the earliest opportunity, and will make all reasonable efforts to facilitate the receipt of ballots in the time available. 2.7.3. The final result shall be determined by the sum of votes of those present and any postal ballots received by the secretary by the day of the AGM. All ballots will be stored by the Secretary for at least six months and produced in the event of a dispute regarding the election. *}

{* A 2.8. A quorum for a General Meeting held under these Rules shall be ten paid up members of IFSO. *} {* B 2.8. A quorum for a General Meeting held under these Rules shall be fifteen percent of the paid up members of IFSO. *}

3. EXTRAORDINARY GENERAL MEETING

{* A 3.1. An Extraordinary General Meeting shall be convened by The Chairman upon receipt by him of a written request so to do signed by not less than six paid up members of IFSO, such written request to particularise the purpose of the request and any resolutions proposed. *} {* B 3.1. An Extraordinary General Meeting shall be convened by The Chairman upon receipt by him of a written request so to do signed by not less than ten percent of the paid up members of IFSO, such written request to particularise the purpose of the request and any resolutions proposed. *}

3.2. The Chairman of IFSO shall within a reasonable period of time following receipt of such request convene an Extraordinary General Meeting by giving a notice to all paid up members as prescribed in clause 2.2. above.

4. COMMITTEES

4.1. General Committee

4.1.1. The General Committee shall have power to appoint a member to fill any office falling vacant after the Annual General Meeting.

4.1.2. A Meeting of the General Committee may be convened upon not less than one week's notice being given to each member thereof.

4.1.3. The General Committee may co-opt additional members to any Committee or sub-Committee and may appoint one or more sub-Committees for such purposes as it may deem appropriate.

4.1.4. A quorum for a General Committee Meeting held under these Rules shall be five members.

4.1.5. Any committee officers may be removed by a two-thirds majority vote of the committee should they be deemed to have acted against the objectives of IFSO. Members shall have a right to be heard by the committee before a final decision is taken.

4.2. Executive Committee

4.2.1. The Executive Committee shall consist of The Chairman, the Secretary, the Treasurer and any additional members appointed from IFSO Membership by the General Committee. A quorum for an Executive Committee Meeting shall be three members.

4.2.2. The Executive Committee shall have the conduct of the ordinary management of IFSO and shall meet as often as it may decide but not less than every eight weeks. The ordinary management of IFSO shall include the suspension of any Member of IFSO who has not paid his subscription.

4.2.3. The Executive Committee may refer any matter and shall refer any extraordinary or contentious matter to the General Committee.

4.2.4. The duties of the committee members shall be as follows

4.2.4.1 The Chairman shall have general supervision, direction, and control of the meetings and affairs of IFSO, subject to the approval of the Committee. The Chairman shall preside over all meetings of the Committee and shall in addition to their own shall have a second, or casting vote, to be used to resolve tied decisions.

4.2.4.2 The Secretary shall attend all meetings of the members and record the minutes of all meetings, keep or cause to be kept, a current register of members, and give notice of all meetings of members. The Secretary shall have control of valuable papers and books of the club. The Secretary will certify and file amendments and revisions of the Bylaws. In the absence of the Secretary from any meeting of the members, the presiding officer shall appoint a Secretary pro-tempore.

The Secretary shall compile copies of the minutes of all previous meetings filed in such a way as to be available for reference during meetings and at other times.

4.2.4.3. The Treasurer shall keep a correct accounting of the business transactions of IFSO. The Treasurer or designee shall deposit all monies and other assets in a bank account opened in the name of IFSO; disburse funds; and shall render to the Committee an accounting of the Club's assets and liabilities when requested. The Treasurer without specific approval shall incur no obligation, debt, or other liabilities.

5. ALTERATIONS

5.1 None of these rules shall be altered or rescinded unless the proposed alteration or rescission shall first have been submitted to the General Committee and subsequently shall be approved by not less than two thirds of those present at the Annual General Meeting or at an Extraordinary General Meeting.

5.2. Any dispute concerning the construction or interpretation of these Rules shall be decided by the General Committee whose decision shall be final.