Editing OldBylaws

These are the Old Bylaws of Western PA Linux User Group. Even though Western PA Linux User Group was founded in 1997 we do not have a record of any bylaws before the bylaws you see below. These bylaws were in effect January 12, 2003 to September 22, 2005

WPLUG Bylaws
Contents

I. Name
II. Purpose
III. Structure

* General Structure
* WPLUG Board of Directors
* Officers and Exectutive Committee

IV. Governance

* Establishment of non-board positions
* Succession and assumption of decision making and responsibilities
* Delegation and reassignment of roles and duties
* Definition of arrangements and notice to affected parties

V. Decision Process

* Decisions by unanimous consent
* Online decision making
* Meetings of the Board
* Alternative polling/voting mechanisms
* Emergency situations

NAME:

The name of the organization shall be "Western Pennsylvania Linux Users Group" (a.k.a. "WPLUG").

PURPOSE:

The purpose of the group is to provide a forum for the discussion of Linux related issues; technical assistance to participants by participants; education about and advocacy for Linux, related operating systems, and open source software; and opportunities for socializing among WPLUG participants and/or other Linux/open source users or advocates.

STRUCTURE:
General Structure

The organization shall consist of:

* an administrative decision-making body, called the "WPLUG Board of Directors" (a.k.a. "Board"), consisting of 9 to 15 individual Directors
* Subscribers to WPLUG's various electronic lists, etc.
* Attendees at various WPLUG meetings, functions, or gatherings
* Participants in various WPLUG activities and events

WPLUG Board of Directors
Board Composition --

The Board shall be self-selecting.  Each Director must be a natural person. Appointments to fill open or newly created positions on the Board shall be unanimously approved by the Directors already seated.
Initial Selection of Directors --

The initial Board of Directors shall consist of those persons currently active in WPLUG who have restricted access to and control of WPLUG's resources at the time of implementation of these bylaws, and their appointment shall be approved by mutual agreement among themselves.  The initial Directorship  shall, at its pleasure, then designate such additional Directors as it deems appropriate, each new director assuming a position equal with those already serving in all rights and responsibilities as defined by these Bylaws and any later revisions.

Tenure and term of office --

Each Director serves at the pleasure of the other Directors and may hold their positions until their resignation or removal from office.

Removal from office --

Removal of a Director from office may take place at any time, for any reason, provided that whenever the total of number Director positions filled is 9 or less, the remainder of the Board unanimously agrees, or, where the total number of Director positions filled is greater than 9, the action is approved by a minimum of two less than the total number of Directors holding office.
Officers and Executive Committee

The officers of the Board shall consist of Chair, Vice-chair, and Treasurer and shall together comprise the Executive Committee.

Roles and Duties --

The Chair shall:

* be in charge of running any Board meetings
* be the principal contact and spokesperson for WPLUG
* act as cosigner for WPLUG checks or account withdrawals
* sign or cosign all contracts entered into by the Board on behalf of WPLUG
* be the default person responsible for convening and managing the various WPLUG activities, etc.
* be the point person for directing, assisting, or overseeing decisions which, for whatever reasons, are not made by the Board

The Vice-chair shall:

* assist the Chair in the performance of that office's role and duties
* act as the second in line of leadership and assume the role and duties of the Chair whenever the Chair is unable to perform them.

The Treasurer shall be responsible for:

* day to day management of WPLUG funds and accounts
* the maintenance of all financial records and financial reports made to the Board
* handling and compliance with all financial filings required by law
* the collection of all WPLUG funds, their safe handling, and dispersal as designated and directed by the Board

The Executive Committee shall:

* assist the chair with planning and arrangements needed for Board actions
* be a permenant committee of the Board and in such situations as necessary act in their stead.

Qualifications --
All officers must be Directors of the WPLUG Board.  In addition:

* The Chair must be of majority age and possess such other qualifications as may be required to sign, at the direction of the Board, legally binding contracts on behalf of WPLUG. 
* The Vice-chair must possess the qualifications to act as Chair except that of age, in which case, if the Vice-chair is a minor, another Director must be designated as the person to sign or cosign contracts in his or her stead. 
* The Treasurer must be of majority and possess the qualifications to be held legally responsible and accountable for handling the organization's funds.

Selection and Term of office --
The Board shall discuss and determine office holders among themselves.  Appointments to office shall require unanimous affirmation and each shall serve at the pleasure of the Board.  At any point after the first anniversary of the appointment or reappointment of an officer, any Director may request that the office holder's appointment be reaffirmed, and such reappointment shall again require unanimous affirmation.  All officers shall serve until their replacement, with the exception of resignations or unless specifically removed by the Board.

GOVERNANCE:

WPLUG shall be run by its Board of Directors which shall be self-governing as set forth in these bylaws, and it shall have complete decision-making abilities and responsibility for running the organization.

Establishment of non-board positions --

The Board may create additional positions and define specific roles and responsibilities in order to carry out its responsibilities and to effectively run the organization and its activities.  Such positions shall exist at the will of the Board and may be filled, vacated, or eliminated by the Board at any time.
Succession and assumption of decision making and responsibilities --

The Executive Committee shall act in place of the Board whenever and wherever a Board decision or action is needed but cannot be made within a time frame necessary to assure the effective functioning of WPLUG.  Such situations may include those due to extraneous conditions, internal matters, or the inability of any office holder, designee, or sub-group to carry out their role or duties.

Where, in turn, it may be impossible, unfeasible, or imprudent for the Executive Committee to act, the ability to take such action shall pass down the order of officers and Directors to such other agents or designees as may exist.  The order of authority for officers and Directors,  shall be:  Chair; Vice-chair; Treasurer; Director serving as chair of a related committee; Director serving on a related committee; and finally any Director at large.   If no Director is available, an agent or designee may assume such responsibility as may be necessary to deal with unforseen and extraneous conditions in a manner consistent with their contract, arrangement, or designation. 
Delegation and reassignment of roles and duties --

The role or duties of an office holder, the Board itself, or any sub group  may be reassigned or delegated, in whole or in part, by the Board to another individual(s), group or sub-group.  Such reassignment or delegation may be prescribed in advance or be made as needed on a case by case basis.  All roles, responsibilities, and duties not specifically assigned or delegated by the Board shall be retained by them as the governing body.

The Board further retains the right to nullify, revoke, or remove -- at any time and for any reason -- any arrangements made to delegate or reassign roles and duties, with the exception of arrangements covered by legal contract(s) entered into by the Board or its agent(s) on behalf of WPLUG (in which case the contract provisions or prevailing law shall apply).
Definition of arrangements and notice to affected parties --

Roles, duties, or responsibilities which may be assigned or delegated to any individual or sub-group must be clearly and unambiguously defined, and relevant notification of such arrangements must be made in a timely fashion and by appropriate means to inform affected WPLUG  subscribers, attendees and participants.

== DECISION PROCESS: ==

The primary decision process of the WPLUG Board is intended to be conducted online in both virtual time and space as provided herein.  The Board may, for purposes of discussion and/or decision making, also conduct "meetings" that are held in real time as further provided herein. 
Decisions by unanimous consent

All decisions not specifically or generally assigned by the Board to individuals or sub-groups are to be made by unanimous consent of the Board.  Determination of whether a proposition is accepted may be either by a demonstration of the assent of every Director or, alternatively as provided below, through a lack of objection by any Director.
Active Affirmation
For Active Affirmation or a demonstration of assent, a tally of all Directors responses must be counted to determine whether there is unanimous approval and any abstention counts as an objection.

Decisions requiring active affirmation --
Decisions that shall require each Director to actively demonstrate their affirmation shall include:

* appointment of officers
* approval of contracts
* dispersal of funds
* removal from office of an officers or Director
* disciplinary actions involving any parties (e.g. suspension or expulsion from lists, etc.)

Decision by lack of objection --

All other decisions may be determined by simple lack of objection, provided: 

* active affirmation has not been requested by any Director
* every Director is aware of the issue and that it is to be decided by lack of objection
* each Director is is given adequate opportunity and has the ability to raise an objection.

Request of active affirmation --

Any Director can, without making an objection to the proposal itself, request that the decision be made by active affirmation rather than lack of objection, in which case it may not be determined by lack of objection.

Objections --

Any Director may raise an objection and in doing so shall prevent a proposition from being approved.  The proposition may then be discarded or amended and resubmitted for reconsideration at any time.  If after further consideration and/or discussion an objection is removed, the proposition must be resubmitted to provide any other Director the opportunity to either continue the objection or raise a new one which may have resulted from the additional discussion.
Online decision making

Except for emergency situations and such meetings as the Board may later designate, all decisions of the Board shall be made online via a Board List or Lists.  The Board may establish the Board List as two separate sub-lists, a "Discussion  List" that is exclusively for discussion and a "Decision List" for the submission of specific proposals to be approved and the recording of "polling" results.  All discussion among the Directors concerning Board matters and proposals before the Board shall be held on such list(s), which shall be exclusively for the use of the Board, with an exception being that read access shall be provided to WPLUG participants.  The list(s) archive shall constitute the minutes and record of decision.

ADDITIONAL MATERIAL TO BE ADDED
Meetings of the Board

Meetings of the Board shall be defined as real time associations or "gatherings" of WPLUG Directors for discussion and decision making purposes.

Meetings of the Board may take place in either virtual or real  space, or as a combination thereof.   In all cases decisions shall only be valid if

* all Directors of the Board "attend" and
* any decision is subsequently posted to the Board List or the WPLUG website and verified.  

Meeting types --

Virtual space meetings:    Net meetings, meetings using IRC, voice telecommunication, or other electronic means may be used to make final decisions of the Board in real time, provided:

* all Directors are engaged online for the discussion and decision
* a record of the decisions and the assent of every Director can be recorded,   replicated, or verified  for an online record

Real time/space meetings:  Decisions can only be finalized in real time/space meetings if:

* all Directors of the Board are present
* the decision is verified online

Mixed virtual-real space meetings:  Where there is less than the full Board in attendance at a real time/space meeting, the Directors not in attendance may participate in virtual space via any form of telecommunication.  Any decisions so reached shall be considered valid provided:

* all Directors are present or online for the discussion and decision
* the decision is verified online as below

Verification of meeting decisions:

Any decision of the Board made in a real time meeting must be verified online by each Director indicating their concurrence individually.  Where there is more than one decision is agreed upon while a Director was present at a meeting, those decisions may be aggregated and verified together with a single indication of concurrance, provided each Director does so by themself individually.

Wherever possible, such verification may occur during the meeting.  The technical means for online verification  of decisions made during Board meetings shall be determined by the Board and may or may not be the same as when indicating assent via the online decision process.  Verification may alternatively be postponed and posted online at a later time however, as a gereral rule, verification should be adequately posted before the decision is considered valid.

Decisions by lack of objection:

In any of the various forms of Board meetings, decisions may be made through lack of objection, however, each Director must later individually demonstrate their assent as part of the online verification above.
Less than total attendance:

If less than the full Board is in attendance at a meeting of the Board, real or mixed, any proposals must be posted to the list for further consideration and approval by all Directors even if those attending the meeting may have unanimously approved it.
Alternative polling/voting mechanisms

The Board may determine its decisions by the methods offered herein or alternatively it may establish an online voting mechanism and protocol for itself,  provided such alternative:

* can be demonstrated to be reasonably secure
* provides an equal opportunity for each Director to participate, and
* provides for verification that each and every Director has either granted their approval or dissented

Emergency situations

Emergency situations which, for reasons of time or other practical considerations, cannot feasibly be decided via the above specified means shall constitute an exception and may be decided by other means as required.


BYLAW CHANGES

Any changes to these bylaws shall require the demonstrated acceptance and ascent of each and every Board Director.  Changes may thus be made at any time without special notice or process other than that the proposal be clearly identified as a bylaw change.