Hi everyone,
Thanks to everyone who everyone (on and off-list) who sent me such thoughtful comments. I have tried to distill the suggestions I received into a better set of rules.
Unchanged: * The name IFSO. There was a good suggestion to use Software Freedom rather than Free Software, and ISFO (Irish Software Freedom Org.) would be nearly as pronounceable as IFSO, but we should discuss that.
The significant changes are: * Goals rewritten. I decided that it was probably best to leave them as general as possible while preserving the intention of the organisation. I did include the proposed translation objective, though on reflection I agree with Ciaran that it might be better considered a project of IFSO than a goal (it just seems far more specific than the other goals which are quite wide-ranging) * Membership section rewritten to explicitly allow (i) the committee to decide on membership applications (as a precaution), and (ii) the committee to eject members with good reason. * AGM section rewritten to require (i) 4 months membership before voting, and (ii) 8 months membership and some contribution to IFSO or FS before one can be elected to the committee. The intention here is not to be anti-democratic, but rather to ensure that IFSO gets a committee that will work towards the IFSO goals. Some time delays give us a chance to get to know people before they get involved in the running of the organisation. * A rule allowing the committee to vote someone out on a 2/3rds majority (again, with good reason) * Roles of the Chairman, Secretary and Treasurer defined.
Also, some corrections of the section numbering which had fallen foul of repeated editing (anyone who knows of an emacs mode that can do this automatically is welcome to tell me, by the way, TeX has made me lazy) and some typos of the "and and" sort.
Ciaran's suggestion that someone from AFFS/FSFE look at this is a good one. The AFFS and FSFE rules were influential on this draft.
If there is sufficient feedback to me in the next couple of days I might issue a third version before the meeting on Thursday. If so it will not be later than Wednesday so that everyone gets a chance to read it properly.
======= Proposed Constitution for IFSO (second draft) =======
OBJECTS
1. The name of the Club shall be Irish Free Software Organisation ('IFSO') 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.
CONSTITUTION
1. MEMBERSHIP
1.1. IFSO will grant membership to anyone who wishes to promote the objectives of the organisation.
1.2. Membership of IFSO shall comprise Ordinary, Student, and Honorary members. The Membership of Honorary Members may be limited in time.
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.
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 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.
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.
2.8. A quorum for a General Meeting held under these Rules shall be ten paid up members of IFSO.
3. EXTRAORDINARY GENERAL MEETING
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 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 weeks 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.
On 8 Nov 2003 at 14:28, Glenn Strong wrote:
Hi everyone,
Thanks to everyone who everyone (on and off-list) who sent me such thoughtful comments. I have tried to distill the suggestions I received into a better set of rules.
I can only suggest that the quorum figures should be percentages, not fixed values. Otherwise problems can appear should the society grow rapidly. You can always have "15% of the total membership or ten members, whichever is the higher" etc.
Cheers, Niall
A few suggestions:
?? add preamble to define 1. Free Software and 2. source code), ?? (rip from 1. www.gnu.org/philosophy/free-sw.html, 2. GPL) (similar to what Loic Dachary suggested)
OBJECTS
1. The name of the Club shall be Irish Free Software Organisation ('IFSO') 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.
?? reduce 2, 3, and 4 to: "to promote and defend Free Software" ?? (this covers all of the above without restricting us)
[...] 1.2. Membership of IFSO shall comprise Ordinary, Student, and Honorary members. The Membership of Honorary Members may be limited in time.
?? remove "Student"?
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.
?? 1/ Person with 20quid approaches Committee Member. ?? 2/ Committee Member acknowledges Person and goes off to make decision ?? with rest of Committee. ?? 3/ Committee Member returns to Person with decision. ?? ?? (what if the rest of the committee aren't present/available?) ?? ?? Better: Person gives committee member money, committee member takes ?? name, email address, and any other contact info provided. done.
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.
?? shouldn't we include non-attendees in the voting process? ?? how would cork or U.S.-based members vote? ?? I suggest a closed paper+email ballot, with all votes published ?? after the count. This system is fully accountable and fair. It ?? lacks privacy, but otherwise we have to either exclude ?? non-dubliners, implement net-voting (without a paper trail), or use ?? some kind of postal voting with amazing unforgeable, traceable paper. ?? voting could take place in the week up to and including the Annual ?? General Meeting, with results announced at the AGM.
2.8. A quorum for a General Meeting held under these Rules shall be ten paid up members of IFSO.
?? I presume "General Meeting" should be "Annual General Meeting".
?? How about: The Committee plus 15% of membership ?? This scales up and down a lot better than "ten".
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 request to particularise the purpose of the request and any resolutions proposed.
?? Maybe: 4 members or 10%, whichever is larger (similar to what Niall Douglas suggested)
Also, we should add an "IFSO can act on behalf of a member if that member requests assistance" clause, as Loic Dachary suggested.
On , November 11, 2003 at 01:23 +0000, Ciaran O'Riordan wrote:
A few suggestions:
Thanks, Ciaran, useful stuff.
?? add preamble to define 1. Free Software and 2. source code), ?? (rip from 1. www.gnu.org/philosophy/free-sw.html, 2. GPL) (similar to what Loic Dachary suggested)
Yep! This is obviously the way to go.
OBJECTS
- The club shall Promote and defend the writing of Free Software of the sort advocated by the Free Software Foundation and others,
- Promote and defend the use of Free Software, and
?? reduce 2, 3, and 4 to: "to promote and defend Free Software" ?? (this covers all of the above without restricting us)
This is fine by me, and it should hopefully mean the same thing. I cannot think of a specific action that would be allowed in the shorter form but not allowed in the longer one, though.
[...] 1.2. Membership of IFSO shall comprise Ordinary, Student, and Honorary members. The Membership of Honorary Members may be limited in time.
?? remove "Student"?
Well, my idea there was to give the committee discretion to set different rates for student members, for instance. If this isn't something we are likely to do then it can be removed (at the kind of rates we were discussing at the meeting it wouldn't be necessary, but I was thinking that it might be desirable eventually and we could then do it without amending the rules).
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.
?? 1/ Person with 20quid approaches Committee Member. ?? 2/ Committee Member acknowledges Person and goes off to make decision ?? with rest of Committee. ?? 3/ Committee Member returns to Person with decision. ?? ?? (what if the rest of the committee aren't present/available?) ?? ?? Better: Person gives committee member money, committee member takes ?? name, email address, and any other contact info provided. done.
It's still my opinion that the committee should have discretionary power in this matter, but if there's a consensus against it then out it goes! Should be allowable that the committee can delegate the task of course - and someone will have to be keeping membership records in any event (so they could do it). If we keep this then an explicit statement to that effect might be required.
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.
?? shouldn't we include non-attendees in the voting process? ?? how would cork or U.S.-based members vote? ?? I suggest a closed paper+email ballot, with all votes published ?? after the count. This system is fully accountable and fair. It ?? lacks privacy, but otherwise we have to either exclude ?? non-dubliners, implement net-voting (without a paper trail), or use ?? some kind of postal voting with amazing unforgeable, traceable paper. ?? voting could take place in the week up to and including the Annual ?? General Meeting, with results announced at the AGM.
As a matter of principle it would be best to allow every member a vote in the proceedings. The exact rules would have to be carefully worked out, though. It would at least be necessary to specify lead times so that all nominations are known sufficiently in advance of the AGM that the members can be notified. It will also be necessary to have a mechanism to deal with disputed votes published after the count. I went with direct voting because it requires no red tape and is unambiguous. Another solution to the problem would be to allow some form of proxy voting, but that beings its own set of problems. So the intention was not to exclude, but to simplify.
There is no requirement for the AGM to be held in Dublin, of course, and we discussed holding IFSO meetings elsewhere so the AGM could be located in a location that was conducive to getting good attendance. It could also be combined with other events that would make it more worthwhile for everyone to travel (talks/conference for instance). But I'm drifting off topic.
2.8. A quorum for a General Meeting held under these Rules shall be ten paid up members of IFSO.
?? I presume "General Meeting" should be "Annual General Meeting".
Yes, it should be.
?? How about: The Committee plus 15% of membership ?? This scales up and down a lot better than "ten".
I know - and I intended replying to Niall about that (sorry Niall, I'm not ignoring you, honest!). This is a more subtle one, so I'll explain what I was thinking.
I have known a number of clubs where people join but do not intend being active to the extent of attending the AGM (they may join to express support, or to have access to benefits or some sort, or simply with good intentions). If we set the quorum level as a percentage without first having some idea what the level of active membership is likely to be then it is possible that we may find it difficult to get a quorum at the AGM (which in turn would mean that it's impossible to take any action).
I therefore suggest that for the first year at least we set the level low enough that we know that we can achieve it. We might then amend the constitution to describe a percentage of the membership (as I expect we would).
The general purpose of a quorum, of course, is to stop a small group hijacking an organisation, and I expect that 10 would be sufficient for this. So the intention was to ensure we could manage at least one quorum at an AGM while still satisfying the basic requirements. I expect that we would then know enough about the membership patterns to specify a percentage as suggested by Niall and yourself. I did not explain that sufficiently (indeed, at all).
Similarly, though perhaps with less justification, for the EGM rule.
Also, we should add an "IFSO can act on behalf of a member if that member requests assistance" clause, as Loic Dachary suggested.
I'll look into exactly what would be required here.
Cheers,