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.
- 1 Article I: Name
- 2 Article II: Purposes and Goals
- 3 Article III: Definitions
- 4 Article IV: Membership
- 4.1 Section 1. Chapter Membership
- 4.2 Section 2. Becoming a Chapter
- 4.3 Section 3. Chapter Dues
- 4.4 Section 4. Chapter Responsibilities
- 4.5 Section 5. Termination of Chapter Status
- 5 Article V: Officers and Elections
- 5.1 Section 1. Board of Directors
- 5.1.1 Section 1.1. Board Elections
- 5.1.2 Section 1.2. Structure of the Board
- 5.1.3 Section 1.3. Board Duties and Powers
- 5.1.4 Section 1.4. Board Vacancies
- 5.2 Section 2. Executive Director
- 5.1 Section 1. Board of Directors
- 6 Article VI: Amendments
- 7 Article VII: Dissolution
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 information and technology policy, including copyrights and patents.
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: Definitions
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.
Article IV: 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 offical 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 Executive Director will then interview the chapter contact and present their recommendations to the Executive Director 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., to reverse the Executive Director's decision to approve the chapter within seven days of the approval.
Section 3. Chapter Dues
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 designated as the liaison to the Organization. To ensure that this information is current, each chapter must re-register once a year. Each chapter's liaison must also vote in 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 Director or his/her designee may remove the chapter from the Organization's roster.
Section 5.2. Written Resignation
Any chapter may resign their membership from the Organization by submitting a written resignation to the Executive Director. 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
Any chapter may be removed from all aspects of the Organization for cause by a four-fifths vote of the Board of Directors. 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 of the Organization's projects upon such removal for cause.
A chapter removed for cause may appeal their removal by re-registering while sending a paragraph on why they should not be removed from the Organization to the Board. The Board must decide whether to rescind the removal within 14 days.
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 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 V: Officers and Elections
Section 1. Board of Directors
Section 1.1. Board Elections
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 the board of directors are elected by the liaisons of official chapters by plurality vote. Each chapter may cast one vote.
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.
The executive director is responsible for running the election.
Section 1.2. Structure of the Board
Section 1.2.1. Officers of the Board
Section 220.127.116.11. 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 themself 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 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, 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 board meetings of the board, and presiding over meetings of the board.
The chairperson shall not vote on motions except to break a tie.
Section 18.104.22.168. 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 themself 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, 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 1.2.2. 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.
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 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:
- Any board member may request an absentee vote prior to a meeting at which they will be absent.
- 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.
- 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.
- 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 may vote via email to reverse the Executive Director'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 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 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 create committees or "teams" as needed, such as web, outreach, or press.
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 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.
When a vacancy on the Board exists, nominations for new members may be received from present Board members and individual university chapters.
Section 2. Executive Director
The executive director is selected by the board, as stated in 4.1.3.
The executive director 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 director, outreach director, web director, or fundraising director. These appointments are valid immediately, but must be confirmed at the next meeting of the board of directors.
The executive director 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 director must report to the board of directors regularly.
Article VI: Amendments
The board of directors may revise the bylaws as appropriate with a two-thirds majority vote. Proposed amendments must be submitted in writing to the chapters.
Article VII: 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.