User:Karen/Bylaws Revision
From FreeCulture.org Wiki
This is a draft of our By-laws, which will be ratified by the chapters after a final draft is approved by the unofficial board of directors.
Contents
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Article I: Name
This organization shall be known as Students for Free Culture (hereafter "the Organization").
The registered agent and registered office will be determined by a resolution of the Board of Directors.
The main web site of the organization shall be http://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 intellectual property policy.
The goals of the Organization are to:
- support existing chapters and promote the establishment of new chapters;
- network within the free culture movement and build coalitions with those outside of it; and
- advocate issues on behalf of our chapters and their members.
Article III: Membership
Section 1. Chapter Membership
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 By-laws and adopted by the Board of Directors.
Section 2. Becoming a Chapter
Each prospective chapter must designate an individual to be the official chapter liaison with the Organization. The chapter must then register with the national organization through a method established by the Board of Directors. This process includes submitting a form containing complete contact information for the chapter liaison, information regarding the chapter's current membership and status and an endorsement of the national organization's mission. An officer designated by the Executive Facilitator will then interview the chapter contact and present their recommendations to the Executive Facilitator for approval.
Section 3. Chapter Dues
(deleted) There are no dues required for membership in the Organization.
Section 4. Chapter Responsibilities
Each chapter must provide the Organization with current and accurate contact information for a current active chapter member to be designated as the chapter liaison to the national organization. To ensure that this information is current, each chapter must re-register once a year. Each chapter's liaison may vote in national elections for the Organization as detailed in Article IV.
Section 5. Termination of Chapter Status
Member 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 III, Section 4, the Executive Facilitator or his/her designee may remove the chapter from the national roster.
Section 5.2. Written Resignation
Any chapter may resign their membership from the Organization by submitting a written resignation to the Executive Facilitator. 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 national projects upon such resignation.
Section 5.3. Removal for Cause
Any chapter may be removed from all aspects of the Organization for cause by a four-fifths vote of the Board of Directors; such decision shall be final and unappealable. Removal shall occur only after the chapter against whom the complaint was made has been advised of the complaint and has been given reasonable opportunity for defense before a committee to be formed and convened only should the occasion arise. The Board of Directors, at its sole discretion, may maintain or remove any such chapter's access to any national projects upon such removal for cause.
Section 5.4. Suspension
Independent of the power of Removal for Cause, the Board of Directors shall be empowered to order suspension of membership or the suspension of particular membership privileges of any 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 IV: Officers and Elections
Section 1. Board of Directors
Section 1.1. Board Elections
Nominations
Elections must be called when the number of board members threatens to drop below the minimum required, so as to fill any empty seats. Otherwise, elections will be called once a year in the spring for all seats on the board.
Only current members of chapters, alumni of chapters, or people who have previously served the Organization in other capacities for at least a year 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.
Members of any chapter (as defined by the chapter), current members of the board of directors, and people who have previously served the Organization in other capacities can nominate themselves or other eligible individuals for board positions.
Members of the board of directors are elected by the liaisons of official chapters by plurality vote. Each chapter may cast one vote for each open seat.
The executive director is responsible for running the election.
Section 1.2. Board Structure
The board of directors must have a chair, selected by the board. The chair arranges the time and method of meeting and sets the agenda.
By default, the board of directors consists of nine members. If there is an insufficient number of candidates, or if chapters vote otherwise, the board may consist of an odd number of members between five and nine inclusive.
At least two-thirds of the board must be present at a meeting for the board to conduct business.
The board of directors makes decisions by majority vote. A majority is fifty percent plus one of all board members. Directors may abstain from a vote when they sense a conflict of interest, or for any other reason.
Section 1.3. Board Duties and Powers
The board of directors meets at regular intervals, no more frequently than twice a week, and no less frequently than once a semester. At his/her discretion, the chair may call special meetings.
The board of directors selects, directs, and terminates the executive director. The board should approve important expenditures, appointments, and other major decisions by the executive director, as the board defines them.
The board of directors creates, selects, directs, and terminates other executive positions, if needed. It may also formally create committees or "teams" as needed, such as web, outreach, or press. This power shall not be read as to conflict with Article IV Section 2.
The board of directors confirms appointments made by the executive director at the meeting following the appointment.
The board must stay aware of all major issues and activities of the Organization.
The board receives no compensation other than reasonable expenses.
Section 1.4. Board Member Removal
In the case of gross nonfeasance, misfeasance, malfeasance on the part of a member of the board, that member shall be impeached and removed from the board. A unanimous vote of the board, excepting the board member in question and any additional members with a conflict of interest, is required to remove a member of the board.
Section 1.5. Board Vacancies
Resignation from the Board must be in writing and received by all Board members. All members of the Organization must be notified within two weeks of any resignations from the board. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
(deleted)
Section 2. Executive Facilitator
The executive facilitator is selected by the board, as stated in 4.1.3.
The executive facilitator runs the day-to-day activities of the Organization, within his/her powers as defined by the board of directors.
To help him/her fulfill these duties, the executive director may appoint assistants, such as a lieutenant executive facilitator, outreach leader, web leader, or fundraising leader. These appointments are valid immediately, but must be confirmed at the next meeting of the board of directors.
The executive facilitator may also create ad hoc committees or "teams" as needed to perform his/her duties. These committees do not necessarily need to be formalized by the board of directors.
The executive facilitator is in charge of announcing elections for the board of directors, determining a deadline for voting, tallying votes, and any other election-related responsibilities.
The executive facilitator must report to the board of directors regularly.
Article V: Amendments
Only chapter liaisons and current board members may propose amendments to the By-laws. Amendments are proposed by being submitted in writing to the chapters. After a period for chapter comments and revision, amendments to the By-laws must be ratified by the chapters by a two-thirds majority vote.
Article VI: Dissolution
The dissolution of the Organization must be authorized by the Board by a four-fifths vote.
Upon the dissolution or winding-up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation 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.
Unless the board decides otherwise through a four-fifths vote, the assets will be given to the Electronic Frontier Foundation in perpetuity.