[Fsfe-ie] IFSO Rules, Interim draft (2.5)

Glenn Strong Glenn.Strong at cs.tcd.ie
Thu Nov 13 18:00:27 CET 2003

Hi everyone,

Sorry this didn't circulate this morning as I intended. We are
recovering from a substantial network outage here (sidebar: please do not
plug misconfigured research equipment into a production network). This
is by way of an interim draft that attempts to detail the issues that
were brought up on the list. As a result it is *not* a proper draft of
the rules, but more of a discussion document for this evenings

Note: This interim draft is for discussion at the 13 November 2003
      meeting. The proposed changes from the list discussion are not
      all so self-evident that I have made direct substitutions.
      Instead the sections that have proposed changes are marked thus:

      {* A
         ... OLD text
      {* B
         ... NEW text

      with the intention that the meeting will either select one of A
      or B, or propose new changes (C and on) for further

      If you are going to be attending the meeting this evening I will
      bring several printouts of this document so that everyone can
      read and annotate it.

      If you will not be attending the meeting but are interested in
      the process anyway please note that the most likely outcome in
      my view is that many of the sections will be rewritten, and a
      full third draft will circulate as soon as possible after the

There are, in my view, serious issues with the formulation of postal
voting rules. I have included a sample procedure in this discussion
draft, but I do not expect it to be adopted unchanged (if at all).

======= Proposed Constitution for IFSO (second draft) =======
 (extracts from FSF free software page)


1. The name of the Club shall be Irish Free Software Organisation ('IFSO')

{* A
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. 
{* B
2. The club shall promote and defend Free Software.

{* NOTE 1:
   The advice I have received from someone who has substantial
   experience dealing with clubs is that there would be no obstacle to
   IFSO allocating funds on behalf of members (for instance to pay for
   legal defence). Since I have not been able to get a lawyer to speak
   on the record without a fee you will have to take this advice for
   what you think it is worth. Since the organisation has no existence
   as an independent legal entity it cannot take action on its own - we
   would need to incorporate a company for this. There is therefore
   in my opinion no need to make a specific statement regarding this
   matter *}

{* NOTE 2:
   The necessary and sufficient condition for tax-free allocations
   appears to be that the constitution restrict the activities of the
   organisation to charitable endeavours as defined by the revenue
   commissioners interpretation of common law. It is not clear that
   the objects of IFSO (any version of) do in fact restrict things
   that way, nor is it clear that this is even desirable since that
   may be an untenable restraint on our political involvement.

   I am awaiting more information from the CRU regarding this, but
   theory contact person has been difficult to, well, contact.

   In any event, a possible extremly restrictive clause for discussion
   could be:

N. IFSO shall undertake activities in defence of Free Software only to
   the extent that they are beneficial to the community, and shall
   engage in no other activity. *}



1.1. IFSO will grant membership to anyone who wishes to promote the
     objectives of the organisation.

{* A
1.2. Membership of IFSO shall comprise Ordinary, Student, and Honorary
     members. The Membership of Honorary Members may be limited in
{* B
1.2. Membership of IFSO shall comprise Ordinary, and Honorary
     members. The Membership of Honorary Members may be limited in

{* A
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. 
{* B
1.3. All new members shall complete an application form
     for membership that will be returned to the committee.

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 Annual 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.

{* A
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
{* B
2.7.  In the event of any dispute over the election of officers the
      Chairman may adjourn the meeting for that issue to be determined
2.7.1. Election of officers by those present at the AGM shall be by
       paper ballot, to be counted by the secretary.
2.7.2. Members who are unable to attend the Annual General Meeting may
       request a postal ballot from the Secretary not less than two
       weeks before the date of the meeting. The Secretary shall provide
       them with a ballot listing the nominees for office which must
       be returned to the Secretary and received by the date of the
       meeting. The Secretary will make the ballot available at the
       earliest opportunity, and will make all reasonable efforts to
       facilitate the receipt of ballots in the time available.
2.7.3. The final result shall be determined by the sum of votes
       of those present and any postal ballots received by the
       secretary by the day of the AGM. All ballots will be stored by
       the Secretary for at least six months and produced in the event
       of a dispute regarding the election.

{* A
2.8. A quorum for a General Meeting held under these Rules shall be
     ten paid up members of IFSO.
{* B
2.8. A quorum for a General Meeting held under these Rules shall be
     fifteen percent of the paid up members of IFSO.


{* A
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 written request to
     particularise the purpose of the request and any resolutions proposed.
{* B
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 ten percent of the paid up members of IFSO, such
     written request to particularise the purpose of the request and
     any resolutions proposed.

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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