[Fsfe-ie] IFSO Rules, Draft 2

Glenn Strong Glenn.Strong at cs.tcd.ie
Sat Nov 8 15:28:50 CET 2003

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.

* 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

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) =======


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. 



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

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.


2.1. 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

2.8. A quorum for a General Meeting held under these Rules shall be
     ten paid up members of IFSO.


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

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.


4.1. 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

4.1.2. A Meeting of the General Committee may be convened upon not
       less than one week’s notice being given to each member

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

4.2.4. The duties of the committee members shall be as follows 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. 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. 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.


5.1 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.
Glenn Strong

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