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<div align="Center">
<h1><font size="+3">WPLUG Bylaws</font></h1>
</div>
<h2><font face="Helvetica, Arial, sans-serif">Contents</font></h2>
<h3><font face="Helvetica, Arial, sans-serif"> I. Name</font></h3>
<h3><font face="Helvetica, Arial, sans-serif"> II. Purpose</font></h3>
<h3><font face="Helvetica, Arial, sans-serif"> III. Structure</font></h3>
<blockquote>
<ul>
<li><font face="Helvetica, Arial, sans-serif">General Structure</font></li>
<li><font face="Helvetica, Arial, sans-serif"> WPLUG Board of Directors</font></li>
<li><font face="Helvetica, Arial, sans-serif"> Officers and Exectutive
Committee</font></li>
</ul>
<font face="Helvetica, Arial, sans-serif"> </font></blockquote>
<h3><font face="Helvetica, Arial, sans-serif"> IV. Governance</font></h3>
<ul>
<li><font face="Helvetica, Arial, sans-serif"> Establishment of non-board
positions</font></li>
<li><font face="Helvetica, Arial, sans-serif"> Succession and assumption
of decision making and responsibilities </font></li>
<li><font face="Helvetica, Arial, sans-serif">Delegation and reassignment
of roles and duties</font></li>
<li><font face="Helvetica, Arial, sans-serif"> Definition of arrangements
and notice to affected parties</font></li>
</ul>
<font face="Helvetica, Arial, sans-serif"><br>
</font>
<h3><font face="Helvetica, Arial, sans-serif"> V. Decision Process</font></h3>
<ul>
<li><font face="Helvetica, Arial, sans-serif">Decisions by unanimous
consent</font></li>
<li><font face="Helvetica, Arial, sans-serif">Online decision making</font></li>
<li><font face="Helvetica, Arial, sans-serif">Meetings of the Board</font></li>
<li><font face="Helvetica, Arial, sans-serif">Alternative polling/voting
mechanisms</font></li>
<li><font face="Helvetica, Arial, sans-serif">Emergency situations</font></li>
</ul>
<h1>NAME:</h1>
<p>The name of the organization shall be "Western Pennsylvania Linux Users
Group" (a.k.a. "WPLUG"). </p>
<h1>PURPOSE:</h1>
<p>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.</p>
<h1>STRUCTURE:</h1>
<h2>General Structure</h2>
<p>The organization shall consist of: </p>
<ul>
<li>an administrative decision-making body, called the "<b>WPLUG Board
of Directors</b>" (a.k.a. "<b>Board</b>"), consisting of 9 to 15 individual
<b>Directors</b></li>
<ul>
<li><br>
</li>
</ul>
<li><b>Subscribers</b> to WPLUG's various electronic lists, etc.</li>
<li><b>Attendees</b> at various WPLUG meetings, functions, or gatherings</li>
<li><b>Participants</b> in various WPLUG activities and events</li>
</ul>
<h2>WPLUG Board of Directors</h2>
<h4>Board Composition --</h4>
<p>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.</p>
<h4>Initial Selection of Directors --</h4>
<p>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.</p>
<h4>Tenure and term of office --</h4>
<p>Each Director serves at the pleasure of the other Directors and may
hold their positions until their resignation or removal from office.</p>
<h4>Removal from office --</h4>
<p>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. </p>
<h2>Officers and Executive Committee </h2>
<p>The officers of the Board shall consist of Chair, Vice-chair, and Treasurer
and shall together comprise the Executive Committee.</p>
<h3>Roles and Duties --</h3>
<p>The <b>Chair</b> shall: </p>
<ul>
<li>be in charge of running any Board meetings </li>
<li>be the principal contact and spokesperson for WPLUG </li>
<li>act as cosigner for WPLUG checks or account withdrawals</li>
<li>sign or cosign all contracts entered into by the Board on behalf
of WPLUG </li>
<li>be the default person responsible for convening and managing the
various WPLUG activities, etc. </li>
<li>be the point person for directing, assisting, or overseeing decisions
which, for whatever reasons, are not made by the Board </li>
</ul>
<p>The <b>Vice-chair</b> shall: </p>
<ul>
<li>assist the Chair in the performance of that office's role and duties
</li>
<li>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. </li>
</ul>
<p>The <b>Treasurer</b> shall be responsible for:</p>
<ul>
<li>day to day management of WPLUG funds and accounts </li>
<li>the maintenance of all financial records and financial reports made
to the Board </li>
<li>handling and compliance with all financial filings required by law
</li>
<li>the collection of all WPLUG funds, their safe handling, and dispersal
as designated and directed by the Board</li>
</ul>
<p>The <b>Executive Committee</b> shall:<br>
</p>
<ul>
<li>assist the chair with planning and arrangements needed for Board
actions</li>
<li>be a permenant committee of the Board and in such situations as necessary
act in their stead.</li>
</ul>
<h3>Qualifications --</h3>
All officers must be Directors of the WPLUG Board. In addition:<br>
<ul>
<li>The <b>Chair </b>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. </li>
<li>The <b>Vice-chair </b>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. </li>
<li>The <b>Treasurer </b>must be of majority and possess the qualifications
to be held legally responsible and accountable for handling the organization's
funds.</li>
</ul>
<h3>Selection and Term of office --<br>
</h3>
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.<br>
<h1>GOVERNANCE:</h1>
<p>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.</p>
<h3>Establishment of non-board positions --</h3>
<p>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.</p>
<h3>Succession and assumption of decision making and responsibilities --</h3>
<p>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.</p>
<p>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.
</p>
<h3>Delegation and reassignment of roles and duties --</h3>
<p>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.</p>
<p>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).</p>
<h3>Definition of arrangements and notice to affected parties --</h3>
<p>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.</p>
<h1>DECISION PROCESS:</h1>
<p>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. </p>
<h2>Decisions by unanimous consent</h2>
<p>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.</p>
<h3>Active Affirmation</h3>
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.<br>
<h3>Decisions requiring active affirmation --</h3>
Decisions that shall require each Director to actively demonstrate their
affirmation shall include:<br>
<ul>
<li>appointment of officers</li>
<li>approval of contracts</li>
<li>dispersal of funds</li>
<li>removal from office of an officers or Director</li>
<li>disciplinary actions involving any parties (e.g. suspension or expulsion
from lists, etc.) </li>
</ul>
<h3>Decision by lack of objection --</h3>
<p>All other decisions may be determined by simple lack of objection, provided:
<br>
</p>
<ul>
<li>active affirmation has not been requested by any Director<br>
</li>
<li>every Director is aware of the issue and that it is to be decided
by lack of objection</li>
<li>each Director is is given adequate opportunity and has the ability
to raise an objection.</li>
</ul>
<h3>Request of active affirmation --</h3>
<h3></h3>
<p>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.</p>
<h3>Objections --</h3>
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.<br>
<h2>Online decision making</h2>
<p>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.</p>
<p>ADDITIONAL MATERIAL TO BE ADDED<br>
</p>
<h2>Meetings of the Board</h2>
<p> Meetings of the Board shall be defined as real time associations or
"gatherings" of WPLUG Directors for discussion and decision making purposes.
</p>
<p> 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</p>
<ul>
<li>all Directors of the Board "attend" and</li>
<li>any decision is subsequently posted to the Board List or the WPLUG
website and verified. </li>
</ul>
<h3>Meeting types --</h3>
<p><b> Virtual space meetings:</b> 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:</p>
<ul>
<li>all Directors are engaged online for the discussion and decision</li>
<li>a record of the decisions and the assent of every Director can be
recorded, replicated, or verified for an online record </li>
</ul>
<p><b>Real time/space meetings: </b>Decisions can only be finalized
in real time/space meetings if:</p>
<ul>
<li>all Directors of the Board are present</li>
<li>the decision is verified online</li>
</ul>
<p><b>Mixed virtual-real space meetings:</b> 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:</p>
<ul>
<li>all Directors are present or online for the discussion and decision</li>
<li>the decision is verified online as below</li>
</ul>
<h3>Verification of meeting decisions:</h3>
<p>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.</p>
<p>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.</p>
<h3>Decisions by lack of objection:</h3>
<p>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.</p>
<h3>Less than total attendance:</h3>
<p>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.</p>
<h2>Alternative polling/voting mechanisms</h2>
<p>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:<br>
</p>
<ul>
<li> can be demonstrated to be reasonably secure</li>
<li>provides an equal opportunity for each Director to participate, and</li>
<li>provides for verification that each and every Director has either
granted their approval or dissented</li>
</ul>
<h2>Emergency situations</h2>
<p>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.<br>
</p>
<p><br>
</p>
<h1>BYLAW CHANGES</h1>
<p>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.</p>
<br>
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