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<title>SPI bylaws, draft revised version</title>
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<h1 style="text-align: center">BY-LAWS OF SOFTWARE IN THE PUBLIC INTEREST, INC.</h1>
<hr />
<h2>ARTICLE ONE - ORGANIZATION</h2>
<ol>
<li>The name of this organization shall be Software in the Public Interest, Inc.</li>
<li>The organization shall have a seal which shall be in the following form:<br />
<em>[Seal not present on electronic copy, only on paper original ]</em></li>
<li>The organization may at its pleasure by a vote of the membership body change its name.</li>
</ol>
<h2>ARTICLE TWO - PURPOSE</h2>
<p>The following are the purposes for which this organization has been
organized:</p>
<ul>
<li>To create, form and establish an organization to formulate and provide software systems for use by the general public without charge;</li>
<li>to teach and train individuals regarding the use and application of such systems;</li>
<li>to hold classes, seminars and workshops concerning the proper use and application of computers and computer systems;</li>
<li>to endeavor to monitor and improve the quality of currently existing publicly available software;</li>
<li>to support, encourage and promote the creation and development of software available to the general public;</li>
<li>to provide information and education regarding the proper use of the Internet;</li>
<li>to organize, hold and conduct meetings, discussions and forums on contemporary issues concerning the use of computers and computer software;</li>
<li>to foster, promote and increase access to software systems available to the general public;</li>
<li>to solicit, collect and otherwise raise money and to expend such funds in furtherance of the goals and activities of the corporation;</li>
<li>to aid, assist, cooperate, co-sponsor and otherwise engage in concerted action with private, educational and governmental organizations and associations on all issues and matters concerning the use of computers and computer software; and generally</li>
<li>to endeavor to promote, foster and advance interest in computers and computer software by all available means and methods.</li>
</ul>
<p>Nothing herein shall authorize the corporation to operate or maintain a nursery school, elementary school or secondary school. Nothing herein shall authorize the corporation to operate or maintain an institute of higher learning or to grant degrees.</p>
<p>In furtherance of its corporate purposes, the corporation shall have all the general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the power to solicit grants and contributions for the corporate purposes.</p>
<p>Nothing herein shall authorize this corporation, directly or indirectly, to engage in or include among its purposes, any of the activities mentioned in the Not-For-Profit Corporation Law, Section 404(b)-(v).</p>
<h2>ARTICLE THREE - MEMBERSHIP</h2>
<p>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.</p>
<p>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.</p>
<p>Members may be individuals or organizations.</p>
<p>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.</p>
<h3>Contributing Members</h3>
<p>Contributing memberships are open to persons and organizations who have made significant contributions to the free software community, as determined by the membership committee.</p>
<p>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.</p>
<p>If a contributing membership is not renewed, the member's status will be downgraded to a non-contributing member.</p>
<p>Board members, by virtue of their office, are automatically granted the status of contributing members.</p>
<h3>Non-contributing Membership</h3>
<p>To become a non contributing member, the applicant must apply for a non-contributing membership. This membership will not expire.</p>
<p>To become a contributing member at a later time, non-contributing members must follow the application process for contributing members.</p>
<h2>ARTICLE FOUR - MEETING</h2>
<p>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 by-laws. 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.</p>
<p>Regular meetings of the board of this organization shall be held quarterly.</p>
<del>
<p>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 by-laws 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.</p>
</del>
<ins>
<p>A meeting is any event, occasion, or discussion where at least one vote is held among members of the board and sufficient members vote for that vote to be considered binding.</p>
<p>There shall be no quorum requirement for a meeting to take place. However, no individual vote taken by the board may be binding without the participation of at least half the board members. If two-thirds of the board members participate, then a simple majority shall be required for passage, unless the item being voted on sets a higher requirement. If fewer than two-thirds of the board members participate, then unanimous approval of the members present with no abstentions shall be required. The participation requirement is met only when a given board member votes or expresses a wish to abstain on a specific issue.</p>
<p>Votes may be conducted in any fair way the Board sees fit, provided it meets the above mentionned conditions.</p>
</ins>
<p>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.</p>
<p>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.</p>
<h2>ARTICLE FIVE - VOTING</h2>
<p>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.</p>
<p>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.</p>
<p>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.</p>
<p>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.</p>
<p>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:<br />N = sqrt(M)<br />where M is the number of contributing members of the organization.</p>
<p>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.</p>
<p>No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.</p>
<h3>Resolutions</h3>
<p>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.</p>
<ins>
<p>Any resolution passed by the Board of Directors of this organisation may, with the absolute unanimous consent of all Board members, be kept confidential from the membership and the public. If any Board member decides at a future date that the resolution should no longer be confidential, unanimous consent will be considered to no longer exist and the resolution will henceforth be available to the membership.</p>
<p>No resolution may be considered enacted or enforceable until it is either available to the entire contributing membership or the Board has unanimously agreed to keep it confidential under the above procedure.</p>
</ins>
<h2>ARTICLE SIX - ORDER OF BUSINESS</h2>
<ol>
<li>Roll call.</li>
<li>Reading of the minutes of the preceding meeting.</li>
<li>Reports of committee.</li>
<li>Reports of officers.</li>
<li>Old and unfinished business.</li>
<li>New business.</li>
<li>Good and welfare.</li>
<li>Adjoumments.</li>
</ol>
<h2>ARTICLE SEVEN - BOARD OF DIRECTORS</h2>
<p>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.</p>
<del>
<p>The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of three years.</p>
</del>
<ins>
<p>Each seat on the Board of Directors, including those for officers, shall have a term of two years. Seats for officers, excluding the secretary, shall be up for election once every two years starting in 2003. Seats for the other members of the board shall be up for election once every two years starting in 2004. Elections shall be held at the same time each year and are open to all contributing members. Membership in the Organization is not a prerequisite for holding a seat on the Board.</p>
<p>In years when an officer election is held, two questions shall appear on the ballot: a selection for president and a selection for treasurer. The second-place candidate in the selection for president shall be vice president.</p>
<p>In years when an election for non-officer Board seats is held, one question shall appear on the ballot: selection of board members. If x seats are up for election, then the top x candidates in the election will be appointed to the Board.</p>
<p>After each annual election, the entire Board, including new members, shall pass a resolution appointing a secretary. The Board may also pass a new resolution at any time selecting a new secretary. The secretary selected must already be a non-officer member of the Board.</p>
<p>No single person may run for more than one seat in any given election.</p>
</ins>
<p>The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.</p>
<p>Two-thirds of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the first of July each year.</p>
<p>Each director shall have one vote and such voting may not be done by proxy.</p>
<p>The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.</p>
<del>
<p>Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.</p>
</del>
<p>The President of the organization by virtue of the office shall be Chairperson of the Board of Directors. The Board of Directors shall select from one of their number a Secretary.</p>
<del>
<p>A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.</p>
</del>
<ins>
<p>Any Board member, including officers, may be removed from the board upon the affirmative vote of 2/3 of the voting contributing membership. No individual vote or call for votes may apply to more than one person. No person may be the subject of more than one recall vote within any given 90-day period.</p>
<p>Subject to the above, the membership may call for a recall vote if 10 contributing members publically identify themselves as supporting such a vote. This shall constitute a call for votes, and a vote among the membership shall then be held immediately subject to normal voting procedures. All contributing members are eligible to vote. A ballot shall have only two options: recall the Board member, or leave the member in place. The vote is tallied with a simple count.</p>
<p>If the vote to remove the Board member passes, the member is immediately removed from the Board and any position as officer.</p>
<p>The member that is the subject of a removal vote may vote on that question. The removal of a Board member does not render that person ineligible to run for reelection.</p>
<p>When a vacancy occurs on the board for any reason, whether or not a result of a removal vote, if the next regular election for that particular seat is 40 days or less away, the seat will be unfilled until the regular election, at which point it will be filled using the regular procedures laid out in this Article. If the next regular election for the empty seat is more than 40 days away, a special election will be called immediately for that particular seat only. The winner of that election will serve out the balance of the term, and the seat will be subject to re-election at the normal time.</p>
</ins>
<h2>ARTICLE EIGHT - OFFICERS</h2>
<p>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 by-laws.</p>
<p>The President shall preside at all membership meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the organization an annual report of the work of the organization, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers who may sign the checks or drafts of the organization, and have such powers as may be reasonably construed as belonging to the chief executive of any organization.</p>
<p>The Vice-President shall in the event of the absence or inability of the President to exercise his or her office become acting President of the organization with all the rights, privileges and powers as if he or she had been the duly elected President.</p>
<p>The Secretary shall keep the minutes and records of the organization in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to members of the organization, be the official custodian of the records and seal of the organization, be one of the officers required to sign the checks and drafts of the organization, present to the membership at any meetings any communication addressed to the Secretary of the organization, submit to the Board of Directors any communications which shall be addressed to the Secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of Secretary.</p>
<p>The Treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization and be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.</p>
<p>The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.</p>
<p>Officers shall by virtue of this office be members of the Board of Directors.</p>
<p>No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer.</p>
<h2>ARTICLE NINE - SALARIES</h2>
<p>The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.</p>
<h2>ARTICLE TEN - COMMITTEES</h2>
<p>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.</p>
<p>Committees are governed by the board of directors and are accountable to the board and the membership.</p>
<p>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.</p>
<h3>Committee Charter</h3>
<p>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.</p>
<p>The charter shall also define the membership structure of the committee. Both contributing and non contributing members are eligible to serve on committees.</p>
<h3>Permanent Committees</h3>
<p>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.</p>
<p>The permanent committees shall be as follows:</p>
<dl>
<dt>Membership Committee</dt>
<dd>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.</dd>
<dt>Administrative Committee</dt>
<dd>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.</dd>
</dl>
<h2>ARTICLE ELEVEN - DUES</h2>
<p>No dues are required and no dues are anticipated, but the Directors reserve the right to impose a membership dues and to set the amount at a later date if it is deemed necessary.</p>
<h2>ARTICLE TWELVE - AMENDMENTS</h2>
<p>These by-laws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds of the members.</p>
<p>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.</p>
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