BY-LAWS OF Fink Developer Network, INC.
- 1 ARTICLE ONE - ORGANISATION
- 2 ARTICLE TWO - PURPOSE
- 3 ARTICLE THREE - MEMBERSHIP
- 4 ARTICLE FOUR - MEETING
- 5 ARTICLE FIVE - VOTING
- 6 ARTICLE SIX - ORDER OF BUSINESS
- 7 ARTICLE SEVEN - BOARD OF DIRECTORS
- 8 ARTICLE EIGHT - OFFICERS
- 9 ARTICLE NINE - SALARIES
- 10 ARTICLE TEN - COMMITTEES
- 11 ARTICLE ELEVEN - DUES
- 12 ARTICLE TWELVE - FINANCIAL DISCLOSURE
- 13 ARTICLE THIRTEEN - AMENDMENTS
- 14 APPENDIX A - OFFICERS OF THE COMPANY
ARTICLE ONE - ORGANISATION
- 1. The name of this organisation shall be Fink Developer Network, Inc or its short form FDN. Inc.
- 2. The organisation may at its pleasure by a vote of the board change its name.
- 3. The organisation will operate globally.
- → This seems self explanatory, the first article simply defines what this organisation does and what it does not in very simple terms. This is only limited to the organisation itself, the name, its form and so on.
ARTICLE TWO - PURPOSE
The following are the purposes for which this organisation has been organised:
- To create, form and establish an organisation to formulate and provide a software named Fink for use by the general public without charge;
- To teach and train individuals regarding the use and application of Fink;
- To produce and further the publication of written or electronic books, articles or other means of transporting information regarding Fink.
- To hold classes, seminars and workshops concerning the proper use and application of Fink;
- To support, encourage and promote the creation and development of Fink;
- To solicit, collect and otherwise raise money and to expend such funds in furtherance of the goals and activities of the corporation;
- To aid, assist, cooperate, co-sponsor and otherwise engage in concerted action with private, educational and governmental organisations and associations on all issues and matters concerning the development and improvement of Fink as well as its distribution;
- To endeavour to promote, foster and advance interest in Fink by all available means and methods.
- → This basically defines what FDN is allowed to do and why it has been incorporated. Please review this carefully and let me know what you would remove or what you want to add. It is very hard for FDN to operate outside of these. we have to be very clear what we do.
- Everything below this is just legal mumbo jumbo, saying that we do are not allowed to run a school and certain laws have to be honoured.
Nothing herein shall authorise the corporation to operate or maintain a nursery school, elementary school or secondary school. Nothing herein shall authorise the corporation to operate or maintain an institute of higher learning or to grant degrees.
In furtherance of its corporate purposes, the corporation shall have all the general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the power to solicit grants and contributions for the corporate purposes.
Nothing herein shall authorise this corporation, directly or indirectly, to engage in or include among its purposes, any of the activities mentioned in the Not-For-Profit Corporation Law, Section 404(b)-(v).
ARTICLE THREE - MEMBERSHIP
Membership in this organisation shall be open to all who meet the approval of the board.
Members have the right and responsibility of overseeing the board members, officers, and committees and ensuring that they operate in accordance with the goals and principles of the organisation. All board members, officers, and committees are ultimately responsible to the membership, and should act in accordance with its wishes.
Contributing and non-contributing memberships are available within this organisation. Members agree to support the principles and help further the goals of this organisation. All membership applications and renewals will be reviewed by the board. Applicants must meet the criteria set forth in the charter of the board. The board has the right to refuse any membership application as long as its reasons are publicly declared.
- Members may be individuals or organisations.
- Members wishing to leave the organisation may do so at the first and last day of every month by notifying the board in writing of their desire for the membership to be terminated.
Contributing memberships are open to persons and organisations who have made significant contributions to Fink, as determined by the board.
The board and its charter will make reasonable and fair procedures for these determinations, including for acquiring necessary information such as code fragments or lists of packages a prospective member has supplied to Fink or testimonials, and for regularly reviewing the status of contributing members. If a contributing membership is not renewed, the member's status will be downgraded to a non-contributing member.
Board members, by virtue of their office, are automatically granted the status of contributing members.
To become a non contributing member, the applicant must apply for a non-contributing membership. This membership will not expire. To become a contributing member at a later time, non-contributing members must follow the application process for contributing members.
- → All of the above mentioned defines who is eligible for certain memberships. This is used in the voting process below, it could also be used for the chapters. Sometimes it might be desirable that only certain type of members are allowed to do certain thigs. Right now there are two types, it might be interesting to add a third, which would be a "dormant" membership.
ARTICLE FOUR - MEETING
The annual board meeting of this organisation shall be held on the first day of September, each and every year except if such day be a legal holiday then and in that event the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these by-laws. The Location of this annual board meeting shall be fixed by the Board of Directors at the end of each annual meeting for the following annual meeting. Annual board meetings may use the funds of this organisation to pay for the expenses of board members. This only includes travel costs and housing. Each board member is required to fully disclose what service has been payed by the organisations funds.
The Secretary shall cause to be mailed to every board member in good standing at his or her address as it appears in the membership roll book of this organisation a notice telling the time and place of such annual meeting. Regular meetings of the board of this organisation shall be held electronically every two months.
The presence of not less than two-thirds of the board members shall constitute a quorum and shall be necessary to conduct the business of this organisation, but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by these by-laws and the Secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein-before set forth shall be required at any adjourned meeting.
Special meetings of the board of this organisation may be called by the President when he deems it in the best interest of the organisation or by two members of the board. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least two weeks but not more than 30 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called and the business to be conducted.
At the request of one-third members of the organisation the President shall cause a special meeting to be called but such request must be made in writing at least thirty (30) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
ARTICLE FIVE - VOTING
Any contributing member of FDN is eligible to vote.
Non contributing members of FDN may not vote.
Each voting member shall have exactly one vote.
Ballots concerning election or removal of officers shall be secret ballots.
The quorum for a vote by the membership shall be set at 45% of eligible voters. All votes (unless otherwise stated) are approved by a two-third majority (>75%) of voters being in favor of the issue in question. Each board member has the right to issue a veto. An issues veto by any board member results in the vote in question being declared null and void. The topic being voted on must be renegotiated and may then be brought in for another voting, no less than 5 days but no more than 14 days from the date the veto has been issued. Board members that issue a veto loose their right to issue another for 3 months.
At any regular or special meeting if a majority so requires, any question may be voted upon in the manner and style deemed appropriate by the secretary of the organization or chairman of the meeting. All votes by the membership shall be cast in the manner specified by the Secretary. The default method of voting shall be registered letter sent to the Secretary.
Any proposal submitted to the secretary with N or more number of seconds shall be put before the membership for a vote within 30 days. N is defined as follows:
N = sqrt(M) where M is the number of contributing members of the organization. (Is this floor() or ceil()?)
Votes and tallies are not revealed during voting but votes cast are listed after the election is over. The ballots for the election of officers shall be kept secret even after the vote is over. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
Resolutions are voted on by the board of directors. Resolutions may be put before the board for consideration. If the board decides not to consider an issue, the membership may vote on the resolution. The membership may never override a vote of the board unless there is a 100% consensus.
ARTICLE SIX - ORDER OF BUSINESS
- Roll call.
- Reading of the minutes of the preceding meeting.
- Reports of committee.
- Reports of officers.
- Old and unfinished business.
- New business.
- Good and welfare.
ARTICLE SEVEN - BOARD OF DIRECTORS
The business of this organisation shall be managed by a Board of Directors consisting of six, four of whom shall be the officers of this organisation.
The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organisation in the same manner and style as the officers of this organisation and they shall serve for a term of two years.
- The Board of Directors shall have the control and management of the affairs and business of this organisation. Such Board of Directors shall only act in the name of the organisation when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
- Two-thirds of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the first of July each year.
- Each director shall have one vote and such voting may not be done by proxy.
- Each director shall have one veto and such veto may not be given by proxy.
- The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
- Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
- The President of the organisation by virtue of the office shall be Chairperson of the Board of Directors. The Board of Directors shall select from one of their number a Secretary.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organisation, for this hearing.
ARTICLE EIGHT - OFFICERS
The officers of this organisation shall hold the positions of President, Vice President, Secretary, and Treasurer. The names and positions of the current officers are found in Appendix A of these by-laws.
The President shall preside at all membership meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the organisation an annual report of the work of the organisation, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers who may sign the checks or drafts of the organisation, and have such powers as may be reasonably construed as belonging to the chief executive of any organisation.
The Vice-President shall in the event of the absence or inability of the President to exercise his or her office become acting President of the organisation with all the rights, privileges and powers as if he or she had been the duly elected President.
The Secretary shall keep the minutes and records of the organisation in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to members of the organisation, be the official custodian of the records and seal of the organisation, be one of the officers required to sign the checks and drafts of the organisation, present to the membership at any meetings any communication addressed to the Secretary of the organisation, submit to the Board of Directors any communications which shall be addressed to the Secretary of the organisation, attend to all correspondence of the organisation and exercise all duties incident to the office of Secretary.
The Treasurer shall have the care and custody of all monies belonging to the organisation, be solely responsible for such monies or securities of the organisation and be one of the officers who shall sign checks or drafts of the organisation. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organisation and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.
I'm confused: The President may sign checks, the Secretary is required to sign checks, and the Treasurer shall sign checks for all funds (No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.)
Do we have 3 different terms for 2 things?
How many signatures are needed? 2? 3? Who must sign? Who can sign?
Officers shall by virtue of this office be members of the Board of Directors. No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organisation for duties other than as a director or officer.
ARTICLE NINE - SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organisation.
ARTICLE TEN - COMMITTEES
Committees are an extension of the board of directors and take care of the day to day business of the organisation. The board of directors forms committees by issuing the committee charter.
Committees are governed by the board of directors and are accountable to the board and the membership. Committees may propose resolutions and motions within the scope of their charter, and may also make decisions on behalf of the organisation if and as authorised by their charter. Discussions should be held in a public forum, but the committee may have private discussions if they are deemed necessary.
The committee charter completely describes the rights and responsibilities of the committee, as well as its structure, membership policies, and any other relevant details. The charter should also provide an outline for how discussions will be conducted, and how the membership and public are to be informed of its actions. Charters are issued and revoked by the board of directors. The charter shall be put before the membership for review and discussion before it is voted on by the board of directors. The charter shall also define the membership structure of the committee. Both contributing and non contributing members are eligible to serve on committees.
Permanent committees are in charge of issues that are vital to the basic functionality of the organisation. Their charters shall not be revoked but may be modified by the board of directors if necessary.
The permanent committees shall be as follows:
- Administrative Committee
- This committee is responsible for maintaining the computers and other technical systems that Fink is using and other technical resources.
- Website Committee
- This committee is responsible for maintaining, developing and providing all technical and financial means to uphold an intact web-infrastructure for Fink.
ARTICLE ELEVEN - DUES
No dues are required and no dues are anticipated, but the Directors reserve the right to impose a membership dues and to set the amount at a later date if it is deemed necessary. Such membership dues have to be approved by a vote of the contributing membership.
ARTICLE TWELVE - FINANCIAL DISCLOSURE
The Treasurer is responsible for publicly, electronically exposing any cash disbursements made by this organisation that have been fully or partly financed by monetary donations of its contributing and/or non-contributing membership or any other source of such monetary donations. The only exception to this article are disbursements sponsored by third parties which explicitly request not to be disclosed.
ARTICLE THIRTEEN - AMENDMENTS
These by-laws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds of the members. Appendices containing organisational information shall not require a vote of the membership for modification. They may be modified by a 2/3 vote of the Board of Directors, unless otherwise stated therein.
APPENDIX A - OFFICERS OF THE COMPANY
This section shall contain the names and positions of the current officers. It shall be modified to contain the names of new officers of the organisation when necessary, and shall not require a vote beyond the approval of the resolution appointing the officers.
The officers of the organisation shall be as follows:
- Vice President:
- Treasurer: (David H?hn)