Difference between revisions of "Bylaws Rewrite"
|Line 28:||Line 28:|
= ISOC-NY By-Laws=
= ISOC-NY By-Laws=
Revision as of 13:49, 2 April 2018
Our Current Bylaws were written 10 years ago by the founders of ISOC-NY, who were a bunch of lawyers. It is overly long and written for a larger organization than the current ISOC-NY.
- 1 Goals
- 2 Other issues to be resolved
- 3 Procedure
- 4 Resources
- 5 Google Docs
- 6 ISOC-NY By-Laws
- 6.1 Article I. - Name
- 6.2 Article II. - Purpose and Activities
- 6.3 Article III. - Membership and Chapter Organizational Bodies
- 6.4 Article IV - Board of Directors
- 6.5 Article V - Officers
- 6.6 Article VI. - Duties of Officers
- 6.7 Article VII. - Executive Committee
- 6.8 Article VIII. - Standing Committees
- 6.9 Article IX. - Temporary Committees
- 6.10 Article X - Meetings
- 6.11 Article XI. - Fiscal Year
- 6.12 Article XII. - Amendment of Bylaws, Ambiguities, and Voting Procedures
- 6.13 Article XIII. - Dissolution of the Chapter
- Cut down on the number of elected positions. We currently have 2 vice president positions and 15 board member positions
- Specify the elections shall happen once a year, instead of every 2 years
- Remove section on committees. We don't need standing committees, and it is implicit in the power granted to the officers that they can create committees and working groups at will
- Voting clarification: Currently the bylaws say "The manner of election shall be determined by the Executive Committee or any other committee duly designated or organized for such purpose and communicated in writing to all members." I believe the election procedures should be written more clearly in the Bylaws
- We need to clarify what the membership requirements are. The current bylaws state the members must be members of ISOC, but ISOC no longer has the paid individual membership that it had at the time our bylaws were first written.
- For the past few years we've had the convention that the Secretary is the ISOC chapter voting representative (to submit our chapter vote when voting for the ISOC board). The new bylaws should codify this, and establish how we decide what vote we will cast.
Other issues to be resolved
- From time to time the issue of what constitutes a quorum comes up. Other organizations have bylaws that say things like "a majority of the board" but we've always had the tradition that business is always voted on by all members present at the meeting
- We need some financial controls. Other organizations have audit committees. We seem to be too small (and have too small a budget) to bother with an audit committee, but we should have some procedure about approval of disbursement (and we should definitely disallow signing of blank checks).
- Do we need to specify that ISOC-NY shall obey all state and federal laws pertaining to non-profits, or is that implied?
All members should feel free to comment the bylaws rewrite on the Discuss list
The current bylaws state that "All proposed changes to these Chapter Bylaws shall have been approved by ISOC-International's Vice President of Chapters before being presented to the Chapter membership for a vote." The position of Vice President of Chapters does not exist anymore. Proposed changes must be submitted to the ISOC Membership Team (chapters AT isoc.org)
- ISOC-NY Bylaws
- [ISOC Model Bylaws https://docs.google.com/document/d/1opNc2Z6syC8JHACZgr8QdF62nZ7I6xz0izqXzLBzvYU/edit?usp=sharing]
- = mandatory ISOC-International provisions
Article I. - Name
- 1. These are the Bylaws for the organization which shall be called "The Internet Society Chapter of the Greater New York Metropolitan Area", or any other similar name which is consistent with the guidelines established by the Internet Society (herein referred to as the "Chapter").
2. The Chapter may use the ISOC names ("Internet Society" and "ISOC") and associated logos and service marks in its name and in connection with its activities only in accordance with the published guidelines established by ISOC-International and provided to the Chapter.
Article II. - Purpose and Activities
1. The general purpose of the Chapter shall be to advance and promote the General Purpose and Guiding Principles of the Internet Society which are as follows:
General Principles of the Internet Society:
"To assure the beneficial, open evolution of the global Internet and its related internetworking technologies through leadership in standards, issues, and education."
Guiding Principles of the Internet Society:
a) Open, unencumbered, beneficial use of the Internet.
b) Self-regulated content providers; no prior censorship of on-line communications.
c) On-line free expression is not restricted by other indirect means such as excessively restrictive governmental or private controls over computer hardware or software, telecommunications infrastructure, or other essential components of the Internet.
d) Open forum for the development of standards and Internet technology.
e) No discrimination in use of the Internet on the basis of race, color, sex, language, religion, political or other opinion, national or social origin, property, birth or other status.
f) Personal information generated on the Internet is neither misused nor used by another without informed consent of the principal.
g) Internet users may encrypt their communication and information without restriction.
h) Encouragement of cooperation between networks: Connectivity is its own reward, therefore network providers are rewarded by cooperation with each other.
2. Additionally, without limiting the generality of the Chapter's purpose, the Chapter shall also:
a) engage in a wide range of Internet educational initiatives;
b) expand Internet access at all levels of the local community;
c) promote recruitment and job market development in local technology industries;
d) provide forums for professional networking and knowledge sharing;
e) develop and lead initiatives for the expansion of broad community access and infrastructure development;
f) act as an advocate for the best interests of the members and the local Internet user community (to the extent such advocacy does not adversely affect the not-for-profit and charitable tax status of the organization)
3. The Chapter shall be established as a not for profit organization under the laws of the State of New York.
4. This Chapter will serve persons who live or work in the geographic area which includes (but is not limited to) the states of New York, New Jersey, Connecticut, and Pennsylvania, on a non-exclusive basis, with the understanding other chapters maybe established in overlapping geographic areas, who live or work in the states of New York, New Jersey, and Connecticut (referred to as the "Geographic Area")
- 5. This Chapter is chartered by the Internet Society. These bylaws neither supersede nor abrogate any of the Bylaws of the Internet Society that regulate chapter affairs.**This Chapter shall conduct all activities in accordance with ISOC-International Document 94-224 "Policy on the Establishment and Conduct of Chapters of the Internet Society" (and any amendments thereto). To the extent any provisions of these Bylaws conflict with such Document 94-224 (and any amendments thereto) in any matters of the Chapter, such Document (and any amendments thereto) shall govern such matters. This Chapter recognizes that ISOC-International Chapter policies and guidelines may change, and that if the Chapter is unwilling or unable to follow such guidelines, ISOC-International may, on written notice, revoke this Charter, and the Chapter must immediately cease any claim of association with ISOC-International and cease using the name of the Internet Society, its logos and service marks.
Article III. - Membership and Chapter Organizational Bodies
1. As set forth more specifically within these Bylaws, the main organizational bodies of this Chapter shall be:
a) The General Membership;
b) The Board of Directors (Article IV);
c) The Officers (Article V);
d) The Standing Committees (Article VIII); and
e) The Executive Committee (Article VI)
2. The Chapter shall be organized as a "member" organization. With the exception of the Executive Committee (in accordance with Article VI hereof), the members shall elect all other Charter leadership, namely, the Officers, Directors, and Standing Committee members, in a manner consistent with these Bylaws. The Chapter may also have various classes of members to be determined by the first elected Board of Directors, or by a committee duly organized or designated for such purpose.
- 3. All members of the Chapter shall also be valid members of the International Internet Society (referred to herein as "ISOC-International"). Membership is not necessary, however, for participation in public activities or special events of ISOC-International or the Chapter.**
- 4. All individuals and organizations falling within the defined scope of this Chapter shall be eligible for membership, and no one can be denied membership unless the Board of Directors or a committee duly designated or organized for such purpose has determined that such exclusion is warranted for reasons of just cause. Any individual denied membership for whatever reason after such procedures shall be entitled to appeal such denial to the Executive Committee.**
5. Membership in the Chapter shall be open to all ISOC-International members upon request and payment of any local dues.
6. Local dues amounts shall be determined by the Executive Committee of the Chapter. The Board of Directors (or a committee designated by the Board of Directors) may establish multiple levels of Chapter membership dues, including but not limited to regular membership dues, and special dues for students, corporations, not-for-profit organizations, and any other category designated by the Board of Directors or any committee designated or organized for such purpose.
Article IV - Board of Directors
1. There shall be a Board of Directors of no less than seven (7) and no more than fifteen (15) valid Chapter members which shall oversee the general management of the Chapter. The Board shall elect a "Chair" who shall preside at all meetings of the Board of Directors and who shall carry out any other duties deemed necessary by the Board of Directors.
2. The Board shall meet at least six (6) times a year, unless a special meeting is called by the Board Chair which may increase that number of meetings.
3. The members of the Board of Directors shall be elected as follows:
a) At the first organizational meeting of the general membership, nominations for proposed members of the Board of Directors shall be made by the membership, and elections shall take place within a three (3) month period. The term for each seat on the first Board (and each subsequent Board) shall be two (2) years. Such term length may be modified by the Board of Directors with a super-majority (sixty-six percent (66%) ) vote of the Board. If the Board has only 7 members, super-majority shall con sist of at least 5 Board members.
b) After the first election of the Board and within six months prior to the expiration of the two year term of the Board, proposed nominations for the new Board shall be made by the Nominating Committee.
Article V - Officers
1. The Officers of this Chapter shall be:
a) the President; b) the Executive Vice President; c) the Administrative Vice-President; d) the Secretary; e) the Assistant Secretary; f) the Treasurer; and g) the Assistant Treasurer.
With the exception of the Secretary and Treasurer, no one person can hold two officer positions at the same time. In the event of a resignation by an officer of his or her position, the Executive Committee or any other committee designated or organized for such purpose shall designate an officer to hold such position until the next scheduled election. All offices shall have a term of two (2) years. **All such offices and term lengths may be modified by the Board of Directors or any other committee duly designated or organized for such purpose.**
2. The Offices set forth in this Article V shall all be elected by the general membership. Such elections shall be held in a manner and at time deemed appropriate and open to the membership by the Board of Directors or any other committee or organization duly designated or organized for such purpose. After the election of the first group of officers, such outgoing officers shall be encouraged to collaborate with the incoming officers to ensure an organized transition if deemed appropriate by the Board of Directors. The membership of the Chapter shall be given reasonable notice as to the place, time, and manner of all such elections.
Article VI. - Duties of Officers
a) The President shall be the principal Officer and shall be generally responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of the ISOC-International and these Bylaws. The President shall be elected by the members, and shall preside at all meetings of the general membership of this Chapter.
b) The President shall also serve as the Chair of the Executive Committee (as set forth in Article VII hereof) and any other meeting deemed necessary by the Board of Directors.
c) In accordance with Article IX hereof (Temporary Committees), the President shall appoint temporary committees which are consistent with the purposes of the Chapter objectives and these bylaws; provided such committees' purposes are not in conflict with any of the permanent Standing Committees. In the event of a disagreement in this connection, the Board of Directors shall settle the disagreement in question.
2. Executive Vice-President. The Executive Vice President shall preside at meetings in the absence of the President, and shall perform any duties which are "executive" or "external" in nature as defined by the Board of Directors or the Executive Committee.
3. Administrative Vice-President. The Administrative Vice-President shall preside at meetings in the absence of the President and the Vice-President, and shall perform any duties which are "administrative" or "internal" in nature as defined by the Board of Directors or the Executive Committee.
4. Secretary The Secretary shall keep the minutes of all Chapter and Executive Committee meetings. Other duties of the Secretary include the following:
a) Preparation of the Annual Chapter Report for presentation to the Chapter at the Annual Election Meeting.
b) Preparation of the Chapter's Activity Report and submission of this report to ISOC-International.
c) Notification to ISOC-International of any changes in the elected Officers and/or Directors of the Chapter.
d) Submission of any proposed amendment to the Vice President of Chapters of ISOC-International for approval.
e) Reporting to ISOC-International from time to time as required by ISOC-International regulations, including an annual activity report (as provided in ISOC-International Document 94-253) and list of Officers and Directors.
5. Assistant Secretary. The Assistant Secretary shall assist the Secretary and attend meetings in the absence of the Secretary and shall be entrusted to take minutes of each meeting.
6. Treasurer. The Treasurer shall collect dues, pay all bills, and maintain the Chapter's financial records. All such records and accounts shall comply with the General Accepted Accounting Principles (GAAP). The Treasurer shall also utilize an accounting software program which enjoys wide acceptance. Duties of the Treasurer shall also include:
a) Preparation of the Chapter's Annual Financial Report for presentation to the Chapter at the Annual Election meeting in a manner consistent with Article VIII (3) hereof (Standing Committees-Budget and Finance).
- b) Preparation and submission of any documents required by ISOC-International regulations, including completion and submission of the Annual Financial Report to ISOC-International Headquarters.**
7. Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer and attend any meetings in the absence of the Treasurer.
8. Contracts. Contracts shall only be entered into by the Chapter as follows: (i) all agreements must be in writing and duly recorded in the minutes; (ii) all agreements must be within the Chapter?s budget as certified in writing by the Treasurer; and (iii) a minimum of two (2) out of the following four (4) officers must act as signatories on behalf of the Chapter for any such agreement or contract to be deemed as binding on the Chapter:
a) the President or one of the two Vice-Presidents; and
b) the Treasurer.
This binding signatory requirement may only be modified by the Board of Directors (or the Executive Committee if so designated by the Board).
9. Disbursements/Expenditures. Disbursements from the Treasury for Chapter expenditures shall be made by the Treasurer. Any other Officer may have such authorization only if approved by the Board of Directors or the Executive Committee. All such expenditures shall be included in the relevant minutes of the general Chapter meeting. Any disbursements outside the budget must be approved by the Executive Committee.
10. Modification of Duties: The duties set forth in this Article for each office are only general in nature, and the Board of Directors or any other committee duly designated or organized for such matters may modify the duties of each officer as it deems appropriate.
Article VII. - Executive Committee
1. The Chapter shall have an Executive Committee which shall consist of the following individuals:
- each of the five (5) following then current Chapter Officers for the relevant period:
- Executive Vice President;
- Administrative Vice President;
- Secretary; and
- the immediate past President (if applicable and if available);
- the Chair of each of the three (3) Chapter Standing Committees;
- up to five (5) members of the Board of Directors; and
- up to three (3) other members-at-large. The members at large may include past Officers, if applicable.
2. The President of the Chapter shall serve as the Chair of the Executive Committee. However, other than in the case of the need for a tie-breaking vote, the President shall have no other voting power while serving on the Executive Committee.
3. All meetings of the Executive Committee shall be open to all members, unless a special meeting has been called in which participation by only Executive Committee members is deemed appropriate by the Chair of the Executive Committee.
4. The duties of the Executive Committee shall be to (i) oversee all operations of the Chapter; and (ii) oversee the operations of all Officers and Charter committees. These duties may only be modified by the Board of Directors.
Article VIII. - Standing Committees
1. The Chapter shall have at least three (3) Standing Committees, the members of which shall be elected by the general membership in a manner determined by the Board of Directors. The Standing Committees of the Chapter may include (but shall not be limited to) the following:
a) a Membership Committee; b) a Budget and Finance Committee; and c) a Nominating Committee.
2. The members of each Standing Committee shall designate a Chair for such committee (which need not be voted on by the general membership). Each Chair of each Standing Committee shall also serve on the Executive Committee (as provided in Article V II(1)(iii)).
3. The Budget and Finance Committee shall ensure the accuracy of the accounting of the Chapter's funds for the relevant year period in collaboration with the Treasurer. This Budget and Finance Committee shall also verify the accuracy of the Financial Report prepared by the Treasurer for submission to ISOC-International. Such Financial Report shall also be reviewed by outside accountants selected by the Budget and Finance Committee prior to submission to ISOC-International.
4. The Board of Directors or any other committee designated or organized for such purpose shall have the authority to define the duties and relevant term lengths of the Standing Committees.
Article IX. - Temporary Committees
1. The President may appoint any number of temporary committees as he or she deems appropriate. The President may also delegate such appointment powers to either of the Vice Presidents.
Article X - Meetings
- 1. The Chapter shall hold meetings only in places that are open and accessible to all members of the Society in accordance with applicable accessibility laws for the disabled. Meetings shall be held as planned by the Membership Committee or any other committee duly designated or organized for such purpose.
2. The Annual Business meeting shall be held at a time deemed appropriate by the Board of Directors or any other committee designated or organized for such purpose. At this meeting, the Financial Report shall be presented. Without limiting the generality of Article V (Officers); VII (Executive Committee); and VIII (Standing Committees), other business conducted at such Annual Meeting may include (but not be limited to) the election of Officers, Directors, and/or Standing Committee members.
- 3. Notices of the place and time of all meetings shall be distributed to all members at least one week prior to any meeting in a manner deemed appropriate by the Board of Directors or any committee duly designated or organized for such purpose in a manner consistent with ISOC-International rules
4. The Chapter shall have general membership meetings at least six (6) times per year.
Article XI. - Fiscal Year
1. The fiscal year of the Chapter shall end on June 30th of each year.
Article XII. - Amendment of Bylaws, Ambiguities, and Voting Procedures
- 1. All proposed changes to these Chapter Bylaws shall have been approved by ISOC-International's Vice President of Chapters before being presented to the Chapter membership for a vote. In the event of an ambiguity in the interpretation of any provision of these Bylaws, the Board of Directors shall resolve such ambiguity, and the Bylaws shall be amended to reflect such resolution in accordance with ISOC-International procedures.
2. No official business of the Chapter, the Board of Directors, the Executive Committee, or any Standing Committee shall be conducted unless a quorum of the relevant body is present, as the case may be. The number of members which represents a "quorum" for each relevant body shall be determined by the Board of Directors or the Executive Committee prior to any such meeting, as the case may be, provided, however a quorum of the general membership must consist of at least ten (10) members.
3. In the event of any tie votes of the general membership, the President shall act as a tie-breaker.
4. Unless otherwise specifically provided for in these bylaws, a simple majority of the members of the relevant body (as the case may be), who are present and voting shall be required to carry a motion or nomination.
5. Officers, Directors, and Standing Committee members shall be elected by a plurality of votes cast. The manner of election shall be determined by the Executive Committee or any other committee duly designated or organized for such purpose and communicated in writing to all members. Such manner may include (but shall not be limited to) voting by electronic mail.
Article XIII. - Dissolution of the Chapter
1. Dissolution of this Chapter by consent of the members shall consist of unanimous agreement of all its Officers together with a majority vote at a meeting of the members which must be publicized in advance (by at least one week) to all members of the Chapter for the purpose of taking this vote.
- 2. Should this Chapter be dissolved, its assets shall be transferred to the Internet Society to be held in escrow and supervised by ISOC-International Vice President of Chapters.**