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Bylaws

The bylaws were ratified by chapters on 2007-09-30.

Contents

Article I: Name

This organization shall be known as Students for Free Culture (hereafter "the Organization").

The registered agent and registered office shall be determined by a resolution of the Board of Directors.

The primary domain name of the Organization shall be freeculture.org.

Article II: Purposes and Goals

The Organization is a diverse, non-partisan group of students and young people founded to advance cultural participation in the digital age and to defend the public interest in information and technology policy, including copyrights and patents.

The goals of the Organization are to:

  1. support existing chapters and promote the establishment of new chapters;
  2. network within the free culture movement and build coalitions with those outside of it; and
  3. advocate issues on behalf of our chapters and their members.

Article III: Definitions

Section 1.1 Terms

Member of a chapter. A member of a chapter is an individual who holds membership in a chapter of the Organization. A chapter may determine its own procedures for membership in that chapter.

Official meeting. An official meeting shall be defined as a meeting held via a form of synchronous (real-time) communication where all members present may communicate directly to all other members present. E-mail shall not be considered a form of synchronous communication.

Section 1.2 Notes

Fractions. If the required majority for voting involves a fraction of a vote, e.g. a 2/3 majority is required on a 5-member board, then the majority requirement must be rounded up to the next whole vote. For example, on a 5-member board, a 2/3 majority requirement requires a bit more than 3/5 of the board to agree, so we must round up to a 4/5 majority requirement.

Singular they. Hereinafter, the singular "they" will serve as a gender-neutral third-person singular pronoun, and shall be understood to refer to he, she, or it, or any declension thereof. The reflexive form of the singular they is "themselves".

Article IV: Chapters

Section 1. Membership in the Organization

The Organization is organized as a confederation of chapters. Membership in the Organization shall be limited to chapters duly recognized by the processes contained in these bylaws and additional procedures adopted by the Board of Directors.

Section 2. Becoming a Chapter

Each prospective chapter must designate an individual to be the official liaison with the Organization. The chapter must then register with the organization through a method established by the Board of Directors. The process of registering includes submitting a form containing complete contact information for the official liaison, information regarding the chapter's current membership and status and an endorsement of the Organization's mission. An officer designated by the Coordinator shall then interview the chapter contact and present their recommendations to the Coordinator for approval. The Board of Directors may vote, either in an official meeting or via email per the procedures in Article V, Section 1.2.2. ("Procedures of the Board"), to reverse the Coordinator's decision to approve the chapter within seven days of the approval.

Section 3. Chapter Dues

There are no dues required for chapters.

Section 4. Chapter Responsibilities

Chapters must re-register annually with the Organization.

Chapters must provide the Organization with current and accurate contact information for the chapter, including a current active member of that chapter designated as the chapter's liaison to the Organization.

Chapters must vote in elections for the Organization as detailed in Article V ("Officers and Elections"), which may include votes to abstain. A chapter's liaison shall be responsible for communicating the chapter's vote to the Organization.

Chapters must not damage or imperil the Organization's ability to accomplish its mission. Dissent or criticism shall not be construed as damaging or imperiling the Organization's ability to accomplish its mission, provided such dissent or criticism is non-disruptive.

Chapters may incur additional responsibilities by utilizing resources provided by the Organization. Any such responsibilities shall be communicated to chapters utilizing such resources.

Section 5. Termination of Chapter Status

Chapter status in the Organization may be terminated by the following means:

Section 5.1. Failure to Maintain Status

When a chapter does not comply with the responsibilities defined in Article IV, Section 4 ("Chapter Responsibilities"), the Coordinator or their designee may remove the chapter from the Organization's roster.

Section 5.2. Written Resignation

Any chapter may resign its membership from the Organization by submitting a written resignation to the Coordinator. Such a resignation shall be effective as of the date received by the organization, unless said resignation specifies another date. The Board at its sole discretion may maintain or remove any such chapter's access to any of the Organization's projects upon such resignation.

Section 5.3. Removal for Cause

In the case of misfeasance, malfeasance, or nonfeasance, a chapter may be removed for cause from the Organization by the Board of Directors. A chapter may be removed only if a complaint is filed in writing against the chapter, signed by two (2) chapters or by two (2) members of the board. The board must meet to consider any complaint duly filed within 30 days of the filing.

The chapter against whom the complaint was made shall be advised of the complaint no less than seven days before the board meets to consider the complaint. The chapter against whom the complaint was made shall be able to submit a defense in writing to the board and shall receive reasonable opportunity to address the board at the meeting in which the board considers the complaint.

If four-fifths vote of the board votes to remove the chapter, the chapter shall be removed from the Organization. The Board of Directors, at its sole discretion, may remove or maintain the access of any chapter so terminated to any resources of the Organization.

A chapter removed for cause may re-apply for membership by re-registering. A chapter removed for cause must also provide a paragraph on why the chapter should be reinstated. The Board must vote whether to reinstate the chapter within 30 days of the chapter's first re-application for membership. The Board shall have sole discretion in this matter. After a removed chapter's first unsuccessful re-application for membership, the Board shall consider future re-applications from the removed chapter no later than at the next regular Board meeting.

A chapter removed for nonfeasance whose leadership has experienced complete turnover may apply to join the Organization in the same way as a new chapter.

Section 5.4. Suspension

Independent of the power of Removal for Cause, the Board of Directors shall be empowered to suspend a chapter or particular membership privileges of a chapter upon receipt of a verified complaint of misconduct; such suspension shall be a short or long term temporary measure in connection with any mediation or arbitration procedure or procedures.

Article V: Officers and Elections

Section 1. Board of Directors

Section 1.1. Board Elections

Section 1.1.1. Annual Elections

Elections shall be called once a year in the spring for all seats on the board.

Members of any chapter (as defined by the chapter) and current members of the board of directors can nominate themselves or other eligible individuals for board positions.

Members of any chapter (as defined by the chapter) and current members of the board of directors shall be eligible to stand for election to the board. There is no limit to the number of terms that a person may serve on the board. If the Coordinator wants to run for the Board, they must resign from the Coordinator position first.

The Coordinator is responsible for announcing elections for the board of directors and determining a deadline for voting. The Coordinator shall appoint an external third party to tally votes and submit results to the board and the Coordinator; the Coordinator shall notify the Organization of the results.

Members of the board of directors are elected by the liaisons of official chapters by preferential voting. Chapters may use whatever internal methods they prefer in order to direct their liaison's vote. Chapter liaisons shall rank candidates for the board of directors in order of preference. Votes are tallied and winners chosen via the Schulze method.

Section 1.1.2. Interim Elections

In the event of a vacancy on the board, the Coordinator shall, within 72 hours, announce the vacancy and open nominations for an interim board member to fill the vacant seat. Nominations shall be open for no less than 14 days. Following nominations, voting shall be open for no less than 14 days. Voting procedures shall be the same as for regular board elections. The winner shall immediately become an interim board member, with all the rights and responsibilities of a board member.

Seats of the board which are vacated and filled by interim board members shall be subject to the same election cycle to the regular board elections. If the vacancy occurs 31 days or less prior to a regular board election, the seat shall remain vacant until the regular election.

Section 1.2. Structure of the Board

Section 1.2.1. Officers of the Board
Section 1.2.1.1. Chairperson

The board of directors shall have a chairperson.

The chairperson shall be elected by majority vote of the board. Any board member may nominate themselves or any other member of the board for chairperson. A board member may accept or decline a nomination. A board member must accept a nomination to be a candidate for chairperson. The board shall elect a new chairperson after each board election, not including the election of interim board members.

In the event of the chairperson's resignation or removal, the board shall elect an interim chairperson. Interim board members shall be eligible to stand for election, to nominate, and to vote in in the election of an interim chairperson. The vice-chairperson shall preside over the election of an interim chairperson.

Notwithstanding the bylaws, the board may establish procedures for electing a chairperson.

The chairperson shall be responsible for: arranging the time and method of meetings of the board, setting the agenda for meetings of the board, and presiding over meetings of the board.

The chairperson shall not vote on motions except to break a tie.

Section 1.2.1.2. Vice-Chairperson

The board of directors shall have a vice-chairperson.

The vice-chairperson shall be elected by majority vote of the board. Any board member may nominate themselves or any other member of the board for vice-chairperson. A board member may accept or decline a nomination. A board member must accept a nomination to be a candidate for vice-chairperson. The board shall elect a new vice-chairperson after each board election, not including the election of interim board members.

In the event of the vice-chairperson's resignation or removal, the board shall elect an interim vice-chairperson. Interim board members shall be eligible to stand for election, to nominate, and to vote in in the election of an interim vice-chairperson. The chairperson shall preside over the election of an interim vice-chairperson.

Notwithstanding the bylaws, the board may establish procedures for electing a vice-chairperson.

In the absence of the chairperson, the vice-chairperson shall act as chairperson, with the duties and responsibilities of the chairperson.

When acting as chairperson, the vice-chairperson shall not vote on motions except to break a tie.

Section 1.2.1.3. Removal for Cause

In the case of misfeasance, malfeasance, or nonfeasance, an officer of the board may be removed for cause from their officer position by the board. An officer of the board may be removed only if a complaint is filed in writing against the officer of the board, signed by two (2) members of the board. The board must meet to consider any complaint duly filed within 30 days of the filing.

The officer of the board against whom the complaint was made shall be advised of the complaint no less than seven days before the board meets to consider the complaint. The officer of the board against whom the complaint was made shall be able to submit a defense in writing to the board and shall receive reasonable opportunity to address the board at the meeting in which the board considers the complaint. If the complaint is against the Chairperson, the Vice-chairperson shall schedule and preside over the meeting.

If a majority of the board, not counting abstentions due to conflict of interest, votes to remove the officer, the officer shall be removed from their officer position. The officer of the board against whom the complaint was made shall not be eligible to vote on their removal; their absence shall not count against quroum for the meeting.

An officer of the board removed for cause shall continue to serve on the board of directors. An officer of the board removed for cause may run for the position in future elections.

Section 1.2.2. Procedures of the Board

The board of directors shall consist of five members.

At least two-thirds of the board, including either the chairperson or vice-chairperson, must be present at a meeting for the board to conduct business.

Minutes, including all votes, must be taken at all official meetings and published for all members of the Organization. Other records, such as board emails, audio recordings, and logs, may be made available to the members of the Organization as decided by the board. The board may also make procedures for providing access to these documents to the general public.

Voting by proxy at official meetings shall not be allowed.

Absentee voting at official meetings shall not be allowed. The board by majority vote may approve an exception to allow absentee voting on a motion by a board member in the event of the unavoidable absence of that member. The board may only approve an exception to allow absentee voting on a motion which was previously discussed by the board, provided that the motion is not substantively amended during the meeting from which the absentee voter is absent, and provided that new information which casts the motion in a substantively different light is not presented at the meeting from which the absentee voter is absent, as determined by the board in its vote on approving the exception to allow absentee voting. Procedure for absentee voting shall be as follows:

  1. Any board member may request an absentee vote prior to a meeting at which they shall be absent.
  2. The absentee board member may send their vote to the chairperson in advance of the meeting. The chairperson shall not reveal the vote to the board without the absentee board member's consent.
  3. Immediately before voting on the motion in question, the board members present shall hear the request for absentee vote and shall vote to approve or to deny the request.
  4. If the board approves the request for absentee vote, the chairperson shall present the absentee member's vote, which shall count equally with the vote of board members present.

The board of directors makes decisions by majority vote. Voting shall take place only in official meetings except as otherwise noted in these bylaws. At any time in discussion of a proposal at an official meeting, any board member may move to call the question; any other board member may second this motion. A motion to call the question is non-debatable and may not be amended. The chairperson shall read the proposal to the board. The board shall then vote on whether to call the question; if a majority of the board votes to call the question, the board shall proceed directly to voting on whether to approve the proposal. If a majority of the board does not vote to call the question, the proposal shall revert to debate. A tie vote does not pass.

Board members must abstain from voting in the event of a conflict of interest. Board members may also abstain for any other reason.

The board shall be governed, in order of precedence, by these bylaws, the rules and procedures of the board, and by Robert's Rules of Order.

Section 1.3. Board Duties and Powers

The board must meet at least once a semester, and should not have regular meetings more than twice a month. Special meetings may be called by the chair if the board needs to meet between regular meetings.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Organization shall be managed under, the direction of the board. Any action required or permitted to be taken by the board under these bylaws or any provision of law may be delegated by the board to the chair or to any committee of the board.

The board of directors selects, directs, and terminates the Coordinator. The board shall approve important expenditures, appointments, and other major decisions by the Coordinator, as the board defines them.

The board of directors creates, selects, directs, and terminates other executive positions, if needed. It may also create or terminate committees or "teams" as needed, such as web, outreach, or press.

The Board of Directors may vote, either in an official meeting or via email per the procedures in Article V, Section 1.2.2., to reverse an appointment by the Coordinator within seven days of the appointment. Similarly, the Board of Directors can vote in an official meeting or via email to reverse the termination of an appointment by the Coordinator within seven days of the termination.

Members of chapters and volunteers who are affected by an appointment may, within 14 days of the appointment, request the board to review the appointment where there is a conflict with preexisting appointments. The Board must vote whether to rescind the appointment within 14 days of the request.

The board may vote via email to reverse the Coordinator's decision to approve a new chapter, as defined in Article IV, Section 2. Upon receiving notification of the approval of a chapter, if a board member wishes to reverse the decision, they may send an email to the board calling for a vote. If a quorum of the board responds with a vote within seven days of the approval, and a majority of members voting vote to reverse the decision, then the decision to approve the chapter shall be reversed. In all other circumstances, the chapter shall be approved.

The board must stay aware of all major issues and activities within the Organization.

Board members may not be compensated for their roles as board members. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary.

Section 1.5. Removal of Board Members

Section 1.5.1. Removal for Cause

In the case of misfeasance, malfeasance, or nonfeasance, a board member may be removed for cause from the board by the Board of Directors. A board member may be removed only if a complaint is filed in writing against the board member, signed by two (2) members of the board. The board must meet to consider any complaint duly filed within 30 days of the filing.

The board member against whom the complaint was made shall be advised of the complaint no less than seven days before the board meets to consider the complaint. The board member against whom the complaint was made shall be able to submit a defense in writing to the board and shall receive reasonable opportunity to address the board at the meeting in which the board considers the complaint.

If board votes unanimously, not counting abstentions due to conflict of interest, to remove the board member, the board member shall be removed from the Board. The board member against whom the complaint was made shall not be eligible to vote on their removal; their absence shall not count against quorum for the meeting.

A board member removed for cause may run for the board in future elections.

Section 1.5.1. Recall

Recall elections for board members shall be held to coincide with the mid-term amendment election six months after regular board elections, as necessary. The Coordinator shall schedule the announce a call for recall elections 60 days before an amendment election. Proposed recall elections must be sponsored by at least two chapters and shall be due 30 days before the election. Recall elections do not need to be held if no recall elections are proposed before the 30-day deadline.

Recall elections must be approved by the chapters by a majority vote.

Section 1.5. Board Vacancies

Resigning board members must tender their resignation in writing to all remaining board members. All chapters must be notified of any resignations from the board within one week. If a board member resigns, nominations and elections for an interim board member shall be conducted in the same fashion as for normal elections as described in 5.1.1.

Section 2. Core Team

Section 2.1 Membership

Section 2.1.1 Eligibility

Any member of a chapter is eligible to join the Core Team. An eligible individual may become a member of the Core Team by attending two consecutive regular or special meetings of the Core Team meetings and notifying the Chairperson of the Core Team in writing prior to the next meeting.

An individual's Core Team membership is suspended if he or she misses two consecutive regularly scheduled meetings. An individual whose Core Team membership is suspended can re-join the Team by again attending two consecutive meetings, as described above.

Any member of a chapter can attend and speak at Core Team meetings; however, only Core Team members may vote.

Section 2.1.2 Removal for Cause

In the case of misfeasance, malfeasance, or nonfeasance, a Core Team member may be removed for cause from the Core Team by the Core Team. A Core Team member may be removed only if a complaint is filed in writing against the Core Team member, signed by two (2) members of the Core Team. The Core Team must meet to consider any complaint duly filed within 30 days of the filing.

The Core Team member against whom the complaint was made shall be advised of the complaint no less than seven days before the board meets to consider the complaint. The Core Team member against whom the complaint was made shall be able to submit a defense in writing to the Core Team and shall receive reasonable opportunity to address the Core Team at the meeting in which the Core Team considers the complaint.

If four-fifths vote of the Core Team votes to remove the member, the member shall be removed from the Core Team. The Core Team member against whom the complaint was made shall not be eligible to vote on their removal; their absence shall not count against quroum for the meeting.

A Core Team member removed for cause may re-apply for membership by the process in Article V, Section 2.1 ("Membership"). A Core Team member removed for cause must also provide a paragraph on why the member should be reinstated. The Core Team must vote whether to reinstate the Core Team member within 30 days of the member's first re-application for membership. The Core Team shall have sole discretion in this matter. After a removed chapter's first unsuccessful re-application for membership, the Board shall consider future re-applications solely at the Chairperson's discretion.

Section 2.2 Officers

Section 2.2.1. Chairperson

The Core Team shall have a chairperson.

The chairperson shall be elected by majority vote of the Core Team. Any Core Team may nominate themselves or any other member of the Core Team for chairperson. A Core Team member may accept or decline a nomination. A Core Team member must accept a nomination to be a candidate for chairperson. The Core Team shall elect a new chairperson every four months.

In the event of the chairperson's resignation or removal, the Core Team shall elect a new chairperson. The vice-chairperson shall preside over the election of an new chairperson.

Notwithstanding the bylaws, the Core Team may establish procedures for electing a chairperson.

The chairperson shall be responsible for: arranging the time and method of meetings of the Core Team, setting the agenda for meetings of the Core Team, and presiding over meetings of the Core Team.

The chairperson shall not vote on motions except to break a tie.

Section 2.2.2. Vice-Chairperson

The Core Team shall have a vice-chairperson.

The vice-chairperson shall be elected by majority vote of the Core Team. Any Core Team member may nominate themselves or any other member of the Core Team for vice-chairperson. A Core Team member may accept or decline a nomination. A Core Team member must accept a nomination to be a candidate for vice-chairperson. The Core Team shall elect a new vice-chairperson every four months.

In the event of the vice-chairperson's resignation or removal, the board shall elect a new vice-chairperson. The chairperson shall preside over the election of a new vice-chairperson.

Notwithstanding the bylaws, the Core Team may establish procedures for electing a vice-chairperson.

In the absence of the chairperson, the vice-chairperson shall act as chairperson, with the duties and responsibilities of the chairperson.

When acting as chairperson, the vice-chairperson shall not vote on motions except to break a tie.

Section 2.2.3. Removal for Cause

In the case of misfeasance, malfeasance, or nonfeasance, an officer of the Core Team may be removed for cause from their officer position by the Core Team. An officer of the Core Team may be removed only if a complaint is filed in writing against the officer, signed by two (2) members of the Core Team. The Core Team must meet to consider any complaint duly filed within 30 days of the filing.

The officer of the Core Team against whom the complaint was made shall be advised of the complaint no less than seven days before the Core Team meets to consider the complaint. The officer of the Core Team against whom the complaint was made shall be able to submit a defense in writing to the board and shall receive reasonable opportunity to address the Core Team at the meeting in which the Core Team considers the complaint. If the complaint is against the Chairperson, the Vice-chairperson shall schedule and preside over the meeting.

If a majority the Core Team, not counting abstentions due to conflict of interest, votes to remove the officer, the officer shall be removed from their officer position. The officer of the Core Team against whom the complaint was made shall not be eligible to vote on their removal; their absence shall not count against quorum for the meeting.

An officer of the Core Team removed for cause shall continue to serve on the Core Team. An officer of the Core Team removed for cause may run for the position in future elections.

Section 2.3 Procedures

The Core Team shall hold regular meetings no less frequently than every other week and no more frequently than weekly. The chair may call special meetings if necessary; absence at special meetings shall not count against an individual's Core Team membership status.

The Core Team makes mid-level decisions, such as determining Organization campaigns and projects, as delegated by the Board. The Core Team makes these decisions by majority vote of present members.

The Board may overrule any Core Team decision.

Section 3. Coordinator

The Coordinator runs the day-to-day activities of the Organization, within his/her powers as defined by the board of directors, as stated in 5.1.3.

To help him/her fulfill these duties, the Coordinator may make and terminate appointments of assistants consistent with the procedures in 5.1.3. The Coordinator must inform the board of all appointments made or terminated.

The Coordinator is responsible for board elections, as detailed in 5.1.1.

The Coordinator must report to the Organization on his or her major activities on a regular basis, as determined by the board.

The Coordinator shall be responsible for taking attendance and minutes at all Core Team meetings. The Coordinator shall assist in the implementation of Core Team decisions through coordinating volunteers or other appropriate means.

The Coordinator cannot be a member of the board of directors. If a member of the board wishes to become the Coordinator, he or she must first resign from the board.

In the absence of a Coordinator, all of the Coordinator's powers and responsibilities return to the board of directors. Within 72 hours, the board of directors shall announce the vacancy to the chapters and begin a search for a new Coordinator.

Article VI: Indemnification

No Personal Liability. The chapters, directors, and officers of the Organization shall not be personally liable for any debt, liability, or obligation of the Organization. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Organization may look only to the funds and property of the Organization for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Organization.

Article VII: Amendments

Elections for amendments shall be held biannually; one shall be held at the same time as board elections, while the other shall be held six months later. The Coordinator shall schedule the announce a call for proposed amendments 60 days before an amendment election. Proposed amendments must be sponsored by at least two chapters and shall be due 30 days before the election. Amendment elections do not need to be held if no amendments are proposed before the 30-day deadline.

Amendments must be approved by the chapters by a three-fourths vote.

One-Time Legal Amendments. Following the initial ratification of these bylaws, we will submit our bylaws for review by a legal adviser. Upon the receipt of recommended changes from this person, the Organization may hold a one-time election on the addition of such provisions. This election shall be scheduled by majority vote of the board of directors, as the board deems necessary, and occur independently of the regular schedule for amendment elections. The board of directors shall submit amendments for consideration in this election by majority vote of the board. Chapters shall receive no less than 30 days to review the proposed amendment(s) and vote on ratification. All other amendment procedures shall apply.

Article VIII: Ratification

Chapters shall have no less than seven days to vote on ratification of the bylaws.

Each chapter shall submit a vote to approve or to disapprove the ratification of the bylaws, as per the procedures of that chapter, by the chapter's president.

The votes shall be recorded by an independent, trusted third party, which shall not reveal the votes until the voting period closes. Upon the closing of the voting period, the vote of each chapter shall be publicly disclosed.

These bylaws shall be considered as ratified upon approval by three-fourths of the chapters registered and voting.

Article IX: Dissolution

The dissolution of the Organization must be authorized either by the Board by a four-fifths vote or by the chapters via an amendment declaring the Organization dissolved.

Upon the dissolution or winding-up of this Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Organization shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.

Monetary and other divisible assets shall be divided equally and given in perpetuity to the Free Software Foundation, Creative Commons, Public Knowledge, and the Electronic Frontier Foundation. Of the Organization's indivisible assets, copyrighted software shall go to the Free Software Foundation and other copyrighted works shall go to Creative Commons. All other indivisible assets shall be given in perpetuity to the Electronic Frontier Foundation. The Board of Directors may vote, by a four-fifths majority, to disburse the Organization's assets in a manner differing from the method set out in these bylaws.