GovernanceWiki - User contributions [en]

2013 Election Results

2013-06-19T09:17:01Z

Wbilancio:

Reformatted from the post to [https://lopsa.org/content/2013-election-lopsa-board-directors-has-concluded https://lopsa.org/content/2013-election-lopsa-board-directors-has-concluded]:

The following candidates are elected to a two-year term:

'''William Bilancio, Mike Julian, Ski Kacoroski, Daniel Rich, Matt Simmons'''

Our thanks to all of the candidates who set aside time and energy to run, and we want to take this moment to congratulate our new Board members.

We would also like to thank LOPSA member Matt Okeson-Harlow for the election infrastructure. As well, we would like to thank all of the LOPSA members who took time out of their schedule to vote in this election.

LOPSA as an organization is dedicated to transparency in all matters of the organization. Per Bylaws and custom, the raw vote file and instructions for reproducing the results are always published with the official announcement.

The Leadership Committee

Below are:
__TOC__

== Reproducing the raw results ==

;Election title: LOPSA Vote 2013
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 145
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 145
'''6 candidate running for 5 seats.'''

{| {{prettytable}}
!Round 1:
| Candidates William Bilancio and Matt Simmons '''elected'''.
|--
!Round 2:
| Candidates Daniel Rich and Ski Kacoroski '''elected'''.
|--
!Round 3:
| Transferring surplus votes.
|--
!Rounds 4:
| Candidate Mike Julian '''elected'''.
The election is over since all seats are filled.
|}

'''Winners are William Bilancio, Matt Simmons, Daniel Rich, Ski Kacoroski,
and Mike Julian.'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:
<pre>
Votes in BLT format:
6 5
1 3 5 4 1 0
1 3 5 1 0
1 3 6 1 2 5 4 0
1 1 3 5 2 6 4 0
1 1 5 2 6 3 4 0
1 3 2 1 5 6 4 0
1 4 3 5 1 6 2 0
1 3 1 4 5 6 2 0
1 1 5 4 3 2 0
1 3 4 6 2 1 5 0
1 3 5 1 6 4 2 0
1 1 5 4 6 3 0
1 3 1 5 2 4 6 0
1 2 1 6 3 5 4 0
1 3 6 5 1 2 4 0
1 5 4 1 3 6 2 0
1 3 4 5 1 2 6 0
1 6 1 4 5 2 0
1 4 5 2 3 1 6 0
1 4 5 3 1 2 0
1 1 4 6 5 2 3 0
1 6 2 1 5 4 3 0
1 1 4 5 3 6 2 0
1 2 6 5 1 4 0
1 6 0
1 3 1 5 4 6 2 0
1 4 1 5 3 2 6 0
1 3 5 4 1 2 6 0
1 2 5 1 6 3 4 0
1 3 6 1 2 0
1 6 5 1 4 3 2 0
1 3 5 2 4 1 0
1 3 4 1 5 0
1 4 1 2 6 5 3 0
1 1 5 6 2 4 3 0
1 3 4 1 5 6 2 0
1 3 6 5 2 1 4 0
1 3 6 1 5 2 4 0
1 3 5 1 4 6 2 0
1 1 4 3 5 0
1 1 3 5 4 6 2 0
1 6 2 3 5 1 4 0
1 3 0
1 6 5 2 4 1 3 0
1 3 6 1 5 4 2 0
1 1 3 5 4 0
1 1 5 4 3 6 2 0
1 3 1 5 2 6 4 0
1 6 2 1 4 3 5 0
1 3 5 6 2 4 1 0
1 5 3 1 4 2 6 0
1 1 5 4 2 3 0
1 3 5 6 2 1 4 0
1 3 5 1 4 2 6 0
1 3 5 1 0
1 5 3 1 4 6 2 0
1 3 5 4 1 0
1 3 2 4 6 1 5 0
1 1 3 2 5 4 6 0
1 3 4 5 1 2 6 0
1 2 1 3 4 5 0
1 3 6 5 4 2 1 0
1 3 1 4 5 2 6 0
1 3 5 0
1 1 4 5 3 2 6 0
1 5 1 4 3 0
1 3 6 1 0
1 3 5 2 0
1 1 6 4 2 5 0
1 2 3 5 1 4 6 0
1 3 1 5 2 4 6 0
1 1 3 2 6 5 0
1 6 0
1 5 3 1 4 6 2 0
1 4 5 3 6 2 1 0
1 4 3 6 2 5 1 0
1 6 0
1 1 3 0
1 2 5 6 4 3 1 0
1 3 1 5 4 2 6 0
1 3 6 5 4 1 2 0
1 1 5 6 2 4 3 0
1 5 0
1 3 4 1 5 2 6 0
1 2 5 4 1 6 3 0
1 5 4 1 0
1 4 2 3 5 6 1 0
1 6 3 2 5 4 1 0
1 3 1 5 6 2 4 0
1 4 1 5 2 3 6 0
1 3 4 5 2 1 6 0
1 4 3 6 1 5 2 0
1 4 6 2 3 5 1 0
1 3 1 5 6 4 2 0
1 3 4 1 5 2 6 0
1 3 5 2 1 0
1 1 5 3 4 6 0
1 3 5 6 1 0
1 4 1 5 2 0
1 5 1 4 2 6 3 0
1 3 1 6 2 4 5 0
1 2 1 5 3 6 4 0
1 1 3 6 4 2 5 0
1 1 6 5 0
1 3 6 2 0
1 3 0
1 2 1 3 5 4 6 0
1 4 1 5 2 3 6 0
1 3 1 2 4 5 6 0
1 5 3 1 2 4 6 0
1 3 2 5 6 4 1 0
1 5 4 3 2 6 1 0
1 3 5 4 1 2 6 0
1 6 1 5 2 0
1 1 2 3 5 4 6 0
1 1 4 5 2 3 6 0
1 3 5 6 1 2 4 0
1 3 6 1 0
1 4 2 5 1 0
1 5 1 0
1 4 3 5 1 2 6 0
1 2 5 0
1 2 4 1 6 3 5 0
1 3 1 5 4 2 6 0
1 6 1 5 4 2 3 0
1 5 4 1 2 3 6 0
1 3 4 6 1 5 2 0
1 1 0
1 3 2 4 5 1 6 0
1 1 4 5 0
1 3 1 5 2 4 6 0
1 1 3 4 0
1 3 5 1 2 4 6 0
1 3 5 1 6 2 4 0
1 1 3 5 6 2 4 0
1 1 5 3 4 6 2 0
1 3 5 6 1 2 4 0
1 4 1 5 2 3 6 0
1 1 5 4 2 6 3 0
1 6 5 2 4 0
1 5 1 4 3 6 2 0
1 4 5 1 6 3 2 0
1 1 6 2 4 3 5 0
1 4 1 3 5 0
1 3 2 5 1 6 4 0
0
"William Bilancio"
"Paul English"
"Matt Simmons"
"Daniel Rich"
"Ski Kacoroski"
"Mike Julian"
"LOPSA Vote 2013"
</pre>

Main Page

2013-06-17T12:01:27Z

Wbilancio: /* Board of Directors Election Results */

= LOPSA Governance Documents =

This site contains documents released by the Board of Directors of the League of Professional System Administrators to its members and the public.

__NOTOC__
== News ==
* [https://lopsa.org/lopsagram LOPSA Memo to Members archive (LOPSAGram)]
* [[Minutes | LOPSA Board meeting Minutes]]

== Sponsorship ==
* [http://lopsa.org/Sponsorships LOPSA Sponsorship Levels and Benefits]

== Governance documents ==
* [[LOPSA Bylaws]]
* [[LOPSA Policies]]
* [[2005 Financial Statement]]

== Board of Directors Election Results ==

* [[2013 Election Results]]
* [[2012 Election Results]]
* [[2011 Election Results]]
* [[2009 Election Results]]
* [[2007 Election Results]]
* [[2005 Election Results]]

An [[2005 Candidates' Info Packet|information packet]] was provided to candidates and the public prior to the election.

{{blockquote}}
'''NOTE:''' This site is ''not'' sponsored by SAGE or the USENIX Association. Use of the word "SAGE" in this site is largely historical. We will be removing inappropriate references to "SAGE" shortly.
{{end blockquote}}

2013 Election Results

2013-06-17T12:00:03Z

Wbilancio: Created page with "Reformatted from the post to [https://lopsa.org/content/2013-election-lopsa-board-directors-has-concluded https://lopsa.org/content/2013-election-lopsa-board-directors-has-con..."

Reformatted from the post to [https://lopsa.org/content/2013-election-lopsa-board-directors-has-concluded https://lopsa.org/content/2013-election-lopsa-board-directors-has-concluded]:

The following candidates are elected to a two-year term:

'''William Bilancio, Mike Julian, Ski Kacoroski, Daniel Rich, Matt Simmons'''

Our thanks to all of the candidates who set aside time and energy to run, and we want to take this moment to congratulate our new Board members.

We would also like to thank LOPSA member Matt Okeson-Harlow for the election infrastructure. As well, we would like to thank all of the LOPSA members who took time out of their schedule to vote in this election.

LOPSA as an organization is dedicated to transparency in all matters of the organization. Per Bylaws and custom, the raw vote file and instructions for reproducing the results are always published with the official announcement. Due to the withdrawal of one candidate, we are adding specific notes on how this situation was handled for this election.

The Leadership Committee

Below are:
__TOC__

== Reproducing the raw results ==

;Election title: LOPSA Vote 2013
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 145
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 145
'''6 candidate running for 5 seats.'''

{| {{prettytable}}
!Round 1:
| Candidates William Bilancio and Matt Simmons '''elected'''.
|--
!Round 2:
| Candidates Daniel Rich and Ski Kacoroski '''elected'''.
|--
!Round 3:
| Transferring surplus votes.
|--
!Rounds 4:
| Candidate Mike Julian '''elected'''.
The election is over since all seats are filled.
|}

'''Winners are William Bilancio, Matt Simmons, Daniel Rich, Ski Kacoroski,
and Mike Julian.'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:
<pre>
Votes in BLT format:
6 5
1 3 5 4 1 0
1 3 5 1 0
1 3 6 1 2 5 4 0
1 1 3 5 2 6 4 0
1 1 5 2 6 3 4 0
1 3 2 1 5 6 4 0
1 4 3 5 1 6 2 0
1 3 1 4 5 6 2 0
1 1 5 4 3 2 0
1 3 4 6 2 1 5 0
1 3 5 1 6 4 2 0
1 1 5 4 6 3 0
1 3 1 5 2 4 6 0
1 2 1 6 3 5 4 0
1 3 6 5 1 2 4 0
1 5 4 1 3 6 2 0
1 3 4 5 1 2 6 0
1 6 1 4 5 2 0
1 4 5 2 3 1 6 0
1 4 5 3 1 2 0
1 1 4 6 5 2 3 0
1 6 2 1 5 4 3 0
1 1 4 5 3 6 2 0
1 2 6 5 1 4 0
1 6 0
1 3 1 5 4 6 2 0
1 4 1 5 3 2 6 0
1 3 5 4 1 2 6 0
1 2 5 1 6 3 4 0
1 3 6 1 2 0
1 6 5 1 4 3 2 0
1 3 5 2 4 1 0
1 3 4 1 5 0
1 4 1 2 6 5 3 0
1 1 5 6 2 4 3 0
1 3 4 1 5 6 2 0
1 3 6 5 2 1 4 0
1 3 6 1 5 2 4 0
1 3 5 1 4 6 2 0
1 1 4 3 5 0
1 1 3 5 4 6 2 0
1 6 2 3 5 1 4 0
1 3 0
1 6 5 2 4 1 3 0
1 3 6 1 5 4 2 0
1 1 3 5 4 0
1 1 5 4 3 6 2 0
1 3 1 5 2 6 4 0
1 6 2 1 4 3 5 0
1 3 5 6 2 4 1 0
1 5 3 1 4 2 6 0
1 1 5 4 2 3 0
1 3 5 6 2 1 4 0
1 3 5 1 4 2 6 0
1 3 5 1 0
1 5 3 1 4 6 2 0
1 3 5 4 1 0
1 3 2 4 6 1 5 0
1 1 3 2 5 4 6 0
1 3 4 5 1 2 6 0
1 2 1 3 4 5 0
1 3 6 5 4 2 1 0
1 3 1 4 5 2 6 0
1 3 5 0
1 1 4 5 3 2 6 0
1 5 1 4 3 0
1 3 6 1 0
1 3 5 2 0
1 1 6 4 2 5 0
1 2 3 5 1 4 6 0
1 3 1 5 2 4 6 0
1 1 3 2 6 5 0
1 6 0
1 5 3 1 4 6 2 0
1 4 5 3 6 2 1 0
1 4 3 6 2 5 1 0
1 6 0
1 1 3 0
1 2 5 6 4 3 1 0
1 3 1 5 4 2 6 0
1 3 6 5 4 1 2 0
1 1 5 6 2 4 3 0
1 5 0
1 3 4 1 5 2 6 0
1 2 5 4 1 6 3 0
1 5 4 1 0
1 4 2 3 5 6 1 0
1 6 3 2 5 4 1 0
1 3 1 5 6 2 4 0
1 4 1 5 2 3 6 0
1 3 4 5 2 1 6 0
1 4 3 6 1 5 2 0
1 4 6 2 3 5 1 0
1 3 1 5 6 4 2 0
1 3 4 1 5 2 6 0
1 3 5 2 1 0
1 1 5 3 4 6 0
1 3 5 6 1 0
1 4 1 5 2 0
1 5 1 4 2 6 3 0
1 3 1 6 2 4 5 0
1 2 1 5 3 6 4 0
1 1 3 6 4 2 5 0
1 1 6 5 0
1 3 6 2 0
1 3 0
1 2 1 3 5 4 6 0
1 4 1 5 2 3 6 0
1 3 1 2 4 5 6 0
1 5 3 1 2 4 6 0
1 3 2 5 6 4 1 0
1 5 4 3 2 6 1 0
1 3 5 4 1 2 6 0
1 6 1 5 2 0
1 1 2 3 5 4 6 0
1 1 4 5 2 3 6 0
1 3 5 6 1 2 4 0
1 3 6 1 0
1 4 2 5 1 0
1 5 1 0
1 4 3 5 1 2 6 0
1 2 5 0
1 2 4 1 6 3 5 0
1 3 1 5 4 2 6 0
1 6 1 5 4 2 3 0
1 5 4 1 2 3 6 0
1 3 4 6 1 5 2 0
1 1 0
1 3 2 4 5 1 6 0
1 1 4 5 0
1 3 1 5 2 4 6 0
1 1 3 4 0
1 3 5 1 2 4 6 0
1 3 5 1 6 2 4 0
1 1 3 5 6 2 4 0
1 1 5 3 4 6 2 0
1 3 5 6 1 2 4 0
1 4 1 5 2 3 6 0
1 1 5 4 2 6 3 0
1 6 5 2 4 0
1 5 1 4 3 6 2 0
1 4 5 1 6 3 2 0
1 1 6 2 4 3 5 0
1 4 1 3 5 0
1 3 2 5 1 6 4 0
0
"William Bilancio"
"Paul English"
"Matt Simmons"
"Daniel Rich"
"Ski Kacoroski"
"Mike Julian"
"LOPSA Vote 2013"
</pre>

Template:LOPSA historical

2013-05-06T12:10:39Z

Wbilancio: Created page with "{| class="messagebox standard-talk" |- |align="center" valign="top"|Comment |align="left" width="100%"| This website is '''not''' affiliated with SAGE or ..."

{| class="messagebox standard-talk"
|-
|align="center" valign="top"|[[Image:Info-icon.png|Comment]]
|align="left" width="100%"|
This website is '''not''' affiliated with SAGE or the USENIX Association. The use of the term "SAGE" below is historical, and refers either to the SAGE subgroup of USENIX, or to a precursor of the organization now called LOPSA.
|}

2005 Candidates' Info Packet

2013-05-06T12:05:41Z

Wbilancio:

{{SAGE historical}}
The following items were made available to candidates for the Board and to the public:

* [[2005_Candidates%27_Info_Packet/FAQ|FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals) PDF]]
* [[Articles of Incorporation]]
* [[SAGE Bylaws]] (draft)
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* (Historic SAGE STG Budget data removed at the request of USENIX)
* [[Memos-to-members]]
* [[List of Council members]]

2005 Candidates' Info Packet

2013-05-06T12:05:21Z

Wbilancio:

{{SAGE historical}}
The following items were made available to candidates for the Board and to the public:

* [[2005_Candidates%27_Info_Packet/FAQ FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals) PDF]]
* [[Articles of Incorporation]]
* [[SAGE Bylaws]] (draft)
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* (Historic SAGE STG Budget data removed at the request of USENIX)
* [[Memos-to-members]]
* [[List of Council members]]

2005 Candidates' Info Packet

2013-05-06T12:05:07Z

Wbilancio:

{{SAGE historical}}
The following items were made available to candidates for the Board and to the public:

* [[2005_Candidates%27_Info_Packet/FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals) PDF]]
* [[Articles of Incorporation]]
* [[SAGE Bylaws]] (draft)
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* (Historic SAGE STG Budget data removed at the request of USENIX)
* [[Memos-to-members]]
* [[List of Council members]]

2005 Candidates' Info Packet/FAQ

2013-05-06T11:55:22Z

Wbilancio:

{{LOPSA historical}}
''Prepared by the '''LOPSA Interim Board of Directors''':''
:Lorette Cheswick
:Geoff Halprin
:Trey Harris
:David Parter

''Warning: Information below may be inaccurate or out of date.''

Please send any additional questions to the board-candidates mailing list.

The following FAQ is intended for the audience of candidates to the 2005 LOPSA Board of Directors election.

== Being a Director ==

=== What is the composition of the Board? ===

The Board is composed of nine Directors, elected at large. One of the first tasks of the new Board will be to select the offices of President, Vice President, and Secretary-Treasurer.

=== What does it mean to be a Director of LOPSA? ===

Directors are ordinary members of LOPSA, but they can also:
# Propose, discuss and vote on motions before the Board of Directors.
# Be elected to the offices of President, Vice President, and Secretary-Treasurer.

In practice, it is common for Directors to:
* Chair committees.
* Serve as LOPSA's liaison, ambassador or delegate to committees, other organizations, the membership or the public, when the Board so directs.
* Act as the "champion" for programs or projects they believe in.

=== What ''doesn't'' it mean to be a Director of LOPSA? ===

Directorship is all about organizational governance. The mechanisms for that governance are policy and oversight. It is important to understand that role. In particular:

* '''A director is not an über volunteer.''' You are volunteering your time to be a director, so in that sense you are a "volunteer." But if you are running for the Board in order to see a particular program done in a particular way, or just because you want to "pitch in", the Board may not be the right place for you. In the past, LOPSA has had difficulty using volunteers effectively; helping to change that ''is'' a Board role. But it is very important that the new organization get away from the Board serving as the implementors for all programs.

* '''A director has no power above that of any other LOPSA member, except when acting with the consent of the Board.''' This is an oft-misunderstood fact of directorship. As a director, you will have a voice and a vote when the Board is assembled, but outside of the Board, you cease to have any powers that have not been explicitly given. If you sit on a working group with other volunteers, even if acting as the Board liaison to the working group, you will hold no veto power. You cannot bind LOPSA to any obligation; you cannot speak for LOPSA. This extends even to the officers; while the Bylaws give them additional powers, actions of officers (and staff) are always subject to review by the Board.

* '''A director must not get lost in the details.''' In some sense, when it comes to programs, the only proper role of the Board is to specify ''what to do'' and ''limitations on how to do it''. For instance, the Board may pass a resolution that LOPSA should enter into a contract, and not spend more than some figure. If the Board thinks it is important, it can specify as much detail as necessary: that LOPSA must not be obligated in certain ways, that the membership should be protected as follows, etc. As system administrators, we're often used to starting with the big concept, say ''build a datacenter'', and then driving all the way down to the smallest detail: ''consoles shall use blue cat-5 cables to the patch panel''. As a director, you must resist the urge to delve into such implementational minutiae. Implementation is for staff and volunteers; for the Board, it is sufficient to ensure acceptable implementation happens, not ''how'' it will happen.

=== What is the time commitment? ===

That is a hard question to answer -- it really depends on how the Board organizes the work, which projects you take on, etc.

It has been estimated that typically most Board members will need to spend about 4 hours/week on LOPSA Board activity. Some weeks will be more, some will be less. And sometimes you can't tell in advance when something will come up that needs your attention. Other times it is the kind of work that you can schedule -- sending email to members, editing draft documents, etc.

A few of the board members (President, some others) will probably have to put in about 10 hours/week.

it is important to know about the time commitment; it is equally important that Board members know when to say "I can't do this right now -- someone else will have to take this task".

=== What are the duties and rights of Directorship? ===

Being a Director of a company or a not-for-profit association carries certain legal obligations and rights. These are summarized as:

#'''The Duty of Care'''.<p>The duty of care describes the level of competence that is expected of a board member. The duty of care calls upon a director to act in a reasonable and informed manner when participating in the board's decisions and its oversight of the corporation's management.</p><p>The duty of care requires that first, a director be informed; and second, a director discharge his duties in good faith "''with the care that an ordinarily prudent person in a like position would reasonably believe appropriate under similar circumstances''".</p>
#'''The Duty of Loyalty'''.<p>The duty of loyalty is a standard of faithfulness; it requires directors to exercise their powers in good faith and in the best interests of the corporation, rather than in their own interests or the interests of another entity or person.</p><p>By assuming office, the director acknowledges that with regard to any corporate activity the best interests of the corporation must prevail over the director's individual interests or the particular interests of the constituency selecting him or her. The basic legal principle here is a negative one: ''The director shall not use a corporate position for individual personal advantage''. The duty of loyalty primarily relates to: conflicts of interest; corporate opportunity; and confidentiality.</p>
#'''The Duty of Obedience'''.<p>The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.</p>

You also have certain rights:

* '''Management Access'''. Within the bounds of reason, board members should feel free to obtain information needed to fulfill the board's duties.

* '''Books and Records'''. A director has a right to inspect, for reasonable purposes and at reasonable intervals, the corporation's books and records.

* '''Notice of Meetings'''. All directors should be given ample advance notice of all board and committee meetings that the director is expected to attend.

* '''Right to Dissent and to Have Dissent Recorded'''. There are two circumstances in which a director may register dissent regarding actions to be taken at a board meeting. First, any director may dissent from the holding of a board meeting for which the proper notice has not been given or other procedural requirements have not been satisfied. Second, a director has the right not only to vote against any matter put forth for vote at a board meeting, but also to have the minutes of the meeting record that he dissented from the action approved by other members of the board. This right is important in the event that the action is ever challenged. (See the above duties of care and loyalty.)

Basically, this all says that you have a right and an obligation to act as an independent agent when evaluating business before the board, must make informed decisions about these matters, and must make those decisions in what you believe to be the best interests of the Association.

It is also important to understand the limitations placed upon Directors:

* '''A director acts as part of a board'''. All power and responsibility over the operation of the association vests with the board, not individual directors. Directors exercise this power by acting as a board, through resolutions at board meetings. Individual directors have no authority as such, save where a board resolution has empowered a particular board member (or other subset) to achieve a certain end, within certain constraints, or to otherwise exercise powers on behalf of the board. Even then, such actions are subject to Board review. The Board can delegate ''authority''; it can never disclaim ''responsibility''.

* '''A director directs, but does not perform, the corporation's activities'''. Corporate actions, as determined by the board, will be carried out by officers, employees and agents (including volunteers) - persons chosen, directly or indirectly, by the board. Often a board member may also wear another hat, such as that of an officer or agent, but there is a clear distinction between these roles, and corporate theory assumes that neither the board itself nor any individual director, acting solely as a director, carries out day-to-day activities.

See [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations''] for more information on the rights and responsibilities of being a Director of a nonprofit. There are other references and online resources detailed later in this FAQ.

=== What does it mean for a Director to be "obedient"? ===

It essentially means that you will act in accordance with LOPSA's mission, and that you will abide by the decision of the majority. Obedience does not mean absolute fealty. You can speak your mind about decisions you disagree with, even in public, so long as you make it clear that you are speaking for yourself and not for the Board. (You can ''never'' speak for LOPSA unless specifically authorized by the Board to do so; but you must disclaim that fact when there is any chance your audience will think you are speaking for the organization.)

Most especially, obedience means you will not attempt to undermine the Board's actions. For instance, if the Board votes to take some action, and you are in the minority opposed to taking that action, you must set aside your feelings about that choice once the Board considers execution. Trying to force a poor execution or specify an impossible metric for success is a clear example of disobedient behavior.

=== References ===

The following books and sites provide additional information that you may find useful:

Books:
* [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations'']. This book, produced by the American Bar Association, is an extremely useful guide to all aspects of governance of non-profit associations.

Links to useful not-for-profit sites:
* http://www.boardcafe.org/ newsletter for nonprofit boards
* http://www.compasspoint.org/ nonprofit services site
* http://www.ethics.org ethics resource center
* http://www.nonprofitethics.com Ethics in the Not-for-Profit Sector
* http://www.nonprofits.org/ Internet Nonprofit Center and FAQ
* http://www.genie.org/ Resources for nonprofits
* http://www.ncna.org/ National Council of Nonprofit Associations
* http://www.muridae.com/nporegulation/documents/exempt_orgs.html Tax-Exempt Organization Reference Chart
* http://www.nonprofitrisk.org/default.htm Nonprofit Risk Management Center
* http://www.njnonprofits.org/ NJ nonprofit center
* http://www.mapnp.org/library/boards/boards.htm A toolkit for Boards

== Board Meetings ==

=== How often does the Board meet? ===

The Bylaws ''require'' that the Board meet (whether in-person or by telephonic or other means) at least four times per year.

Meetings can include conference calls, and it is likely that, at least as the new Board is getting started, conference calls will happen at least monthly, and probably more frequently than that. Conference calls can be very frustrating, but can also be productive if everyone is prepared. A one-hour call is common; two hours seems to be the limit of productivity and patience. It is highly recommended that you be able to be online during conference calls; electronic dissemination of documents during meetings is common.

The Board would do well to establish a conference call schedule early, so that everyone can plan to attend. Because of the time constraints, when an unexpectedly complicated issue is before the Board, it may sometimes be required to schedule a meeting between regularly-scheduled meetings in order to continue unfinished business.

The Bylaws also allow for special Board meetings with a set agenda, for which the Board is given one week's prior notice. These meetings can be called by the President (like ordinary Board meetings), by any three Directors, or by petition of 75 or more members. These special meetings should be very rare.

=== What about in-person meetings? ===

We expect two in-person meetings the first year: soon after the election (likely at the AMC's office), and at the LISA conference. Note that it is likely that one or more directors will not be able to attend in person, and will have to phone in. That isn't ideal—either for the caller who has to be on the phone for eight or more hours, or for the rest of the Board—but it is better than not attending at all. We hope that everyone can attend the first meeting in person, as there will be a lot of interactions outside of the "board room" that will be important to setting up how the Board works.

It is likely that in addition to the scheduled Board meeting at LISA there will be several additional meetings that week (of the whole board, committees, etc.). Board members also have to be visible and available to the membership. LISA is really a work week for the Board, and you should plan accordingly.

=== Who pays for travel expenses? ===

In the past, LOPSA has paid for the reasonable travel expenses for in-person meetings, but has also asked Board members to try to find other funding if possible to keep down travel costs. USENIX has also provided complementary tech session registration to the LOPSA Exec for the LISA conference, and provisions for this arrangement to continue for the LOPSA Board are in the draft USENIX-LOPSA LISA agreement.

The new Board will have to develop a policy for travel expenses, taking into account the budgets of both the Association and the board members.

=== Will the Board work by consensus? ===

Not always; maybe not even usually. Consensus in a committee is a very desirable thing, but it is not ''necessary'' in all circumstances. In fact, seeking consensus when none exists can stall a Board into paralysis. As a Director, you must be a consensus-seeker and be willing to compromise; but you must also understand that there are ''false compromises'' (compromises that are worse than either extreme), and cases where no acceptable compromise exists. When this happens, the Board must vote and move on, and the minority must agree to abide by the will of the majority. A decision by a 5-4 vote has every bit of the weight of one carried unanimously.

=== How does the Board conduct business? ===

The Bylaws specify that [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis ("Sturgis") is the parliamentary authority for Board business.

Sturgis allows for a type of procedure called ''informal consideration'', which is how most Board business will be conducted.

Most meetings will start with a ''Consent Agenda''. The purpose of a Consent Agenda is to streamline consideration of routine items. It is a packet of documents and motions provided to Directors prior to the meeting so that they can consider the items at their leisure. The most common item in the Consent Agenda will be approval of prior meetings' Minutes, though any item that in the opinion of the chair is noncontroversial can be included.

The chair (usually the President) will ask if there are any objections to the Consent Agenda. Any director may ask that an item be moved out of the Consent Agenda and into the regular Agenda of the meeting. This is every director's privilege; no discussion or vote on the item's movement occurs. Any remaining motions in the Consent Agenda are then considered passed ("by consent").

While the chair may ask for non-binding "straw polls" phrased differently, all Board business must be conducted in the form of a motion, where failure of the motion preserves the status quo. Under informal committee rules, motions do not require a second to be considered.

It is common that the chair will first ask if there is any objection to the motion—if there is none, the motion is adopted by consent and business continues. If there is objection, discussion will ensue, followed by a vote. A motion before the Board must pass with a majority vote. A tied vote causes the motion to fail. The chair (usually the President) can always join the discussion and vote, and does not cast an extra tiebreaker.

This is just a thumbnail sketch of ordinary Board procedure. It is recommended that before taking a seat on the Board, you purchase and read Sturgis. (A searchable [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] is also available.)

=== Why Sturgis? Why not Robert's Rules? ===

In preparing the Bylaws, the Interim Board observed that while many—probably most—organizations ''specify'' [http://www.amazon.com/exec/obidos/tg/detail/-/0738203076 Robert's Rules of Order, Newly Revised] ("Robert's Rules", or "RRONR") as their parliamentary authority, most do not actually use it, because Robert's Rules are very heavyweight, and can be quite arcane to the uninitiated (even when "streamlined" using such facilities as "The Committee of the Whole"). Selecting a parliamentary authority with no intention of using it seems absurd.

The procedure in Sturgis is much lighter weight, and much more practical for a "working Board."

=== Do abstentions count? ===

As a Director, it is always your privilege to abstain from voting, with or without explanation. Abstentions do not count except in achieving quorum. In theory, a vote with one ''yea'', no ''nays'', and seven abstentions would carry.

=== What is quorum? ===

''Quorum'' (for the Board) is the minimum number of directors that must be present in order for business to be conducted. The quorum of the Board is a majority of the seated directors—in other words, five directors if there is no vacancy or one vacancy, four directors if there are two vacancies, and so on.

The Board ''can'' meet and discuss issues without a quorum. It can even make ''emergency'' decisions without a quorum. Such decisions must be ratified the next time quorum is achieved; if not ratified, the decision made without quorum must be nullified to whatever extent is possible.

The requirement for quorum protects LOPSA against undemocratic action by a minority. It also makes it all the more important that directors make every effort to attend all meetings.

=== Can I proxy my vote or vote in absence? ===

In general, no. Blind trust in another person to vote for you is a dereliction of your duty as a director, so proxies are not allowed.

Voting in absence (i.e., ahead of time) is ambiguous because, even if you know an item is to be discussed and voted on, you cannot know ahead of time exactly the wording of the final motion. (You ''can'' vote if you are phoning in to a meeting; in that case, you are not considered absent.)

There is one exception in the Bylaws to this rule. A vote on ''ratification'' of an amendment to the Bylaws ''can'' be made in absence, because the final wording is already known. A vote in absence cannot be used in counting quorum, however, so this privilege should not be used as an excuse to skip a meeting.

=== Do I have to deal with Board politics? ===

It is common for some candidates for Boards everywhere to run on a platform of "eliminating the politics"—while that is an admirable goal, it's important to understand that you will not be a dictator, that other directors ''will'' disagree with you, and that sometimes you won't even be able to understand their dissenting points of view. It is natural in such circumstances to lobby for your perspective, to persuade, to build coalitions, to argue via ''reductio ad absurdum'' or use other tactics that may seem like "politics" to some. This is ''healthy'' Board behavior; to the contrary, those directors who take a "my way or the highway" approach are the ones who are likely to find themselves marginalized.

This is not to say that ''politicization'' is desirable. Excessive politicking, building voting blocs without regard to issue, issuing threats (such as threatening to resign) or stonewalling is poisonous behavior that will not be tolerated in a functional Board.

=== Reference ===
* [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis. This book looks at the area of Parliamentary Procedure, being the procedures by which groups such as committees and assemblies interact in order to conduct business in an efficient and just manner. There is also an [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] for the impatient.

== Calendar and Budget ==

=== What are dates I should know about? ===

* Voting: June 17-24
* Ballot tabulation: June 17-22
* First in-person board meeting: TBD — probably late July
* LISA conference: Dec. 4-9, 2005, San Diego, CA

=== What is LOPSA's budget? ===

In the past, there have been two primary sources of LOPSA revenue: Dues income and a share of the LISA revenue. We can count on both for a few years, but the LISA share is not predictable.

With a current membership of 3,600 and dues of $40, dues revenue is $144,000. We previously had a membership of around 7,000 (with combined USENIX+LOPSA dues of $150) -- not all will come back, but we should be able to get a good number, which will increase our revenue without significantly raising expenses. Any AMC selected will be well-equipped to conduct a membership drive if the Board so desires.

The LISA share has historically been about $100,000. That could be lower, however.

There may be opportunities for sponsorships or grants to raise revenue. That will be an issue for the new Board and the AMC to address.

Based on past budgets, about $150,000 will go to the AMC and general administrative costs. An estimate for Board meetings is $20,000. That leaves $30-70,000 for programming, depending on revenue. It isn't as much as we'd like it to be, but there is enough to support some quality programs. Obviously finding ways to increase revenue will be a necessity.

See also: [[Budget]]

== Association Management Company ==

=== What is an AMC? ===

An Association Management Company is essentially an outsourcing provider for non-profit offices.

At minimum, an AMC will provide the back- and front-office, and executive support functions that the USENIX office has provided for LOPSA, such as managing membership operations, financials, and day-to-day business operations.

The AMC will provide staff as needed, including an Executive Director (ED), who will act as the Board's contact to staff functions. Staff are charged to LOPSA at various hourly rates. The ED and perhaps some other staff are assigned to LOPSA (but not fulltime), providing continuity, and the advantage of their expertise and experience with other associations. Ideally, the ED will take an active role in moving LOPSA forward, organizing volunteers and ensuring program momentum, and developing relationships with third parties (vendors, sponsors, peer organisations, government, etc.).

Virtually all AMC's have staff dedicated to meeting planning and publications. Some also have staff with expertise in public and government relations, training, certifications, law, and other functions helpful to non-profits.

=== Why is LOPSA contracting with an AMC? ===

At the time of the USENIX resolution in June 2004 dissolving the LOPSA STG, it was stipulated that an independent LOPSA would have to provide the functions that USENIX staff had been providing to LOPSA members.

LOPSA needs staff of some kind to fulfill those functions; volunteers cannot provide the level of service expected by our membership.

The Interim Board explored two possibilities for staffing: LOPSA hiring staff of its own, or contracting with an AMC. Given the available resources, hiring was judged to be inefficient—while LOPSA could afford an office manager, or an Executive Director, it was unlikely to be able to afford both. An AMC's shared staff is attractive because it can offer the expertise and functions of a large, diverse staff without having to retain them all on a full-time basis.

The main reason for engaging an AMC is a simple one: momentum. By engaging an AMC with many years of experience in
running non-profit associations, and with fully trained staff, we get immediate program delivery capability.

=== Will I have a say in the choice of AMC? ===

The LOPSA Interim Board has interviewed and made site visits of the finalists, and has subjected the candidates to an exhaustive (and exhausting!) review process. The intent is for an AMC to be contracted with before the new board is seated, so that the permanent board can establish organizational momentum from the beginning of its term. The AMC will conduct board training, both to induct new Directors into "how to be a Board," and to train the board on LOPSA's relationship with the AMC.

== LOPSA Programs and Continuity ==

=== What is the status of LOPSA programs? ===

The Interim Board was charged with transition activities: formation of the new corporation, selection of an AMC, negotiating an outsourcing agreement with USENIX, and electing a permanent Board of Directors. Authority for ongoing LOPSA programs has rested with the USENIX office; they have been tasked with keeping LOPSA's programs in a maintenance ("stasis") state.

The Short Topics Booklet series has produced one new title in the interim; otherwise, for the most part, all projects have been on hold during the transition.

=== Will Rob Kolstad continue as LOPSA Executive Director? ===

No. LOPSA will have an Executive Director who is employed by the AMC, who will split his or her time between LOPSA and one or more other organizations.

During this transition period, Rob continues to be an employee of the USENIX office, and maintains LOPSA programs.

=== Who is the LOPSA webmaster? ===

LOPSA has no dedicated webmaster. In the past, that role has been shared by USENIX staff and LOPSA volunteers.

The LOPSA website will be transferred to the new organization under the terms of the USENIX outsourcing agreement. The site needs revitalization; this is one of the items the new Board will need to consider in prioritizing business.

== Non-Disclosure Agreement (NDA) ==

=== Why do I have to sign an NDA? ===

Some have questioned why LOPSA has a [[Non-Disclosure Agreement|non-disclosure agreement]], given that we're a non-profit membership organization.

Just like any corporation, LOPSA may from time to time deal with certain issues that legally require confidentiality, such as
* Personnel matters
* Legal action
* Pending financial transactions
* Information obtained under NDA with other entities
* Personal information about members
* The content of tests or certifications
In addition, from time to time the Board may be involved in negotiations which legally may not ''require'' confidentiality, but have ''business sensitivity''. For instance, if the Board approves a resolution to negotiate a contract for a service, and specifies that the Board authorizes an expenditure of "up to $10,000," that information going public would obviously put LOPSA in an handicapped negotiating position.

The decision to enter into an NDA is of course the individual's. But a Director in good standing cannot be excluded from discussions of the Board. For this reason, all Directors must agree to abide by the NDA.

=== Can I wait until I am seated to sign the NDA? ===

Yes. The documents being released to candidates, except for documents relating to AMC selection, will be released to the public after they have been cleaned up and placed into proper context, so you will not need to sign the NDA to receive them. Eligibility to be seated on the Board, however, requires that you sign the NDA.

=== What will I get to see once I sign the NDA? ===

Our review of AMC candidates, the names of the AMCs on the shortlist, and their responses are subject to the NDA, because of business sensitivity.

== Directors & Officers Insurance ==

=== What is D&O insurance? ===

As a director, you are a ''trustee'' of the corporation; just like in a for-profit corporation, trustees are personally liable for the decisions they make. Directors & Officers (D&O) insurance protects your personal assets in the event of managerial malpractice or other claims against you in your role as a director. A D&O policy will cover legal defense as well as claims adjudicated or settled against you.

D&O insurance is just one tool to mitigate financial impact as a result of mismanagement. ''Preventing'' mismanagement, through prudent policies and procedures and director care, is at least as important as carrying D&O insurance.

Despite its name, most nonprofit D&O policies do not just cover directors and officers, but all staff and volunteers.

=== Is D&O insurance necessary? ===

It is not legally ''required''. However, over one-third of nonprofits in the U.S. have had a directors and officers liability claim in the past ten years, and the frequency of such claims is rising. Increasing litigiousness means that, even if you are totally blameless, there is a chance that you might find yourself responding to a lawsuit. Without D&O insurance, you must pay for your own defense—LOPSA legally ''cannot'' defend you in most circumstances.

=== Won't my personal umbrella insurance cover me? ===

Probably not. Umbrella coverage (such as that offered in your homeowner's or renter's policy) will usually cover personal injury claims, but not managerial malpractice when acting as a director.

=== How expensive is it? ===

Nonprofit D&O insurance is much less expensive than for-profit D&O insurance, and there is a good deal of competition in the area, which keeps premiums low and fairly consistent from one underwriter to another.

While LOPSA has not yet requested a quote, coverage is likely to be in the realm of a few hundred dollars a month or less.

=== Does LOPSA have D&O insurance? ===

The LOPSA STG has been covered by USENIX's D&O policy. The new corporation does not, as yet, have D&O coverage, because it does not fall under the category of "transitional expenses" that were approved by USENIX. The Interim Board is currently attempting to secure a D&O policy prior to the new Board's seating, but that is not yet certain.

=== What is the timing of D&O coverage? ===

If not obtained by the Interim Board, obtaining a D&O policy will have to be one of the first tasks of the new Board. The AMC contracted by LOPSA will assist the Board in evaluating insurers and policies.

Up until the time the insurance takes effect, you will face personal liability for decisions you make as a director, so it is important that the Board execute quickly on this matter.

=== References ===

* [http://www.cpcusociety.org/file_depot/0-10000000/0-10000/3267/conman/CPCUeJournalMay05art1.pdf An overview of D&O insurance prepared for the Chartered Property Casualty Underwriter's Society].
* [http://www.cimaworld.com/htdocs/d&o.cfm A description of the coverage offered by one underwriter].
* [http://www.nonprofitrisk.org/ Nonprofit Risk Management Center]
* [http://www.mapnp.org/library/boards/boards.htm#anchor153271 Legal and Insurance Considerations for Board Members]

== Affidavits and bonding ==

=== What is the trustee affidavit? ===

All trustees of the corporation—and that will include you, if elected as a director—must sign an affidavit stating your ability to serve legally as a trustee. You will have to swear to your name and address being correct as on file, and certify that you have not been convicted of any felonies.
The affidavit is required by New Jersey law (we are incorporated in NJ).

=== What if I have been convicted of a felony? ===

You will have to disclose that fact on your affidavit and to the Board. You cannot legally serve as Secretary-Treasurer or directly handle association funds unless your rights of citizenship have been restored.

=== Are there any special requirements if I am chosen Secretary-Treasurer? ===

Yes. By New Jersey law, you will have to be bonded in order to certify the books of the association and handle the association's funds. This means you will have to submit to a background check required by the surety corporation providing the bond. The background check may include fingerprinting.

== The Election ==

=== Who can vote? ===

All members in good standing of USENIX's LOPSA STG as of Monday, June 20, 2005 will be allowed to cast a ballot.

Note that if you establish membership (new or renewal) '''or''' change your USENIX password between Friday, June 3, and Monday, June 20, you will not be able to vote until ''Wednesday, June 22''.

You may want to doublecheck that you are a member in good standing and know your password, by visiting:
https://db.usenix.org/cgi-bin/memb/cardverify.cgi

=== How will they vote? ===

A website voting server is being set up by two LOPSA volunteers, Jesse Trucks and Matt Okeson-Harlow, who are not candidates for election.

=== How will votes be tabulated? ===

The administrators of the voting server will make three copies of the ballots. One will be given to Greg Rose, the chairman of the Leadership Committee. One will be given to another non-candidate LOPSA member. These will each be tabulated using different software, to ensure they agree. The third copy will be made publicly available after results are announced.

=== What happens if the two tabulations don't agree? ===

A third tabulation will be performed using a third software implementation. Then we'll file a bug report against the implementation it disagrees with. If the third tabulation doesn't agree with ''either'' of the other two... we'll have an interesting exercise in algorithmic analysis. :-)

=== Why will the ballots be made publicly available? ===

It is good election practice to make ballots available for inspection, and is intended to foster confidence in the fairness of the election.

=== What is the voting system? ===

The system is changed from the one previously used for elections for the LOPSA Executive Committee. That system, known as ''first-past-the-post'' or ''plurality voting'', is familiar to most voters: the voter can check a box next to from 1-N candidates, where N is the number of seats to be filled. The N candidates with the most votes win election.

This election will instead use the ''Single Transferable Vote'' (STV). Voters will ''rank'' the candidates they are interested in. They can rank as few or as many candidates as they have an opinion of. Voters cannot rank two candidates equally. Voters may be familiar with this concept from the voting system known as ''Instant Runoff Vote'' (IRV)—the ballot is identical.

The tabulation of the ballots, however, differs from IRV. In STV, each voter has a ''single'' vote, hence the name. That vote will be applied to the voter's choices in order of rank, and will not be wasted either on candidates who have already been ensured election or who are unelectable.

There are many versions, called "methods", of STV. The one being used in this election is called ''Meek's method''. It allows your vote to be ''fractionally'' allocated to multiple candidates. For instance, if your first choice candidate is very popular, while your second choice candidate is not (but still electable), only a small fraction of your vote will be allocated to the first choice, and a larger fraction will go to your second.

Meek's method also has a tie breaking rule using a pseudo-random number generator seeded from the ballots themselves. Other STV methods have arbitrary tie breaking rules, or lack them completely, which can result in vacant seats.

=== This sounds complicated. Why was this method chosen? ===

The first-past-the-post system allows for what is known as ''strategic voting''. Simply put, strategic voting is when voting differently from a voter's ''sincere preferences'' may be ''advantageous'' to the voter's seeing his or her choices elected. For instance, if the voter likes candidates Alice and Bob, but believes Bob is certain to be elected, the voter would have a better chance of seeing both elected if he or she ''withholds'' her vote from Bob and votes only for Alice.

Observation of prior LOPSA elections suggests that strategic voting was very common. It is clear that a substantial portion of the members desired a richer mechanism of expressing their preferences than first-past-the-post provides.

The Meek STV system is not susceptible to strategic voting; voters can vote sincerely without fear that their vote may be wasted, or that voting a different way would lead to a better chance of seeing their preferred candidates elected.

Candidates that represent a minority viewpoint have also had trouble being elected in the first-past-the-post system. STV is a type of ''proportional'' system; if a significant minority coalesces around a given candidate, that candidate can be elected under STV.

The Meek STV system is the "gold standard" of multi-winner voting systems; it has most of the advantages of other systems and few of the disadvantages.

The biggest disadvantage Meek's method ''does'' have is that, due to its apportionment and reapportionment of fractional votes and its use of a pseudo-random tiebreaker, it ''must'' be tabulated by computer.

STV is in use in many organizational and government elections around the world. The Meek method of STV is in use in New Zealand, and is the recommended method of the Electoral Reform Society.

=== Will this system change the Board a lot? ===

Chances are, not radically; in a simulation run on the 2000 LOPSA Executive Committee's election, a change from first-past-the-post to STV would most likely have only changed one or two of the seven winners.

=== Didn't New Zealand have problems with invalid ballots? ===

Yes. When New Zealand switched to STV from first-past-the-post, some voters marked their (paper) ballots with "X" marks instead of ranking, thus spoiling their ballots.

This will not be an issue in the LOPSA election, as the voting system will not accept an invalid ballot. The voter's rankings will be displayed for confirmation before the ballot is cast.

=== What if the membership finds ranking too cumbersome? ===

It is possible that voters will dislike the additional work they must put into ranking all the candidates. If so, the Board might for future elections consider a hybrid approach, known as ''Meek and Warren STV''. In a Meek and Warren election, voters can ''choose'' the type of ballot they wish to fill out: a standard ranked STV ballot, or an "Approval Ballot" in which they can place an X-mark next to those candidates they approve of. Both types of ballots can be tabulated together using Meek's method, but votes from approval ballots cannot be transferred. This means that voters would have the choice of doing an "easy ballot" where there is a good chance that some of their vote may be wasted on unelectable candidates, or a more time-consuming ballot where their vote will be fully utilized.

Another approach that is currently the subject of a great deal of research is ''Condorcet STV''. The Condorcet Method is frequently used for single-seat elections, and works by discovering which candidate would beat all others in individual pairwise elections. Condorcet STV extends this idea to multi-seat elections by discovering which ''slate'' beats all others. The ballot allows two or more candidates to be ranked equally, thus potentially making the ballot easier for voters to use—in the degenerate case, voters could use an approval ballot. The great disadvantage is that, like Meek's method, Condorcet STV must be calculated by computer, but unlike Meek, Condorcet STV is computationally too expensive for real-world elections. Research is ongoing to find ways to optimize the algorithm, and it is likely that by the time of the next election, it will be possible to use Condorcet STV if the Board so desires.

2005 Candidates' Info Packet/FAQ

2013-05-06T11:54:09Z

Wbilancio: /* What does it mean to be a Director of SAGE? */

{{SAGE historical}}
''Prepared by the '''SAGE Interim Board of Directors''':''
:Lorette Cheswick
:Geoff Halprin
:Trey Harris
:David Parter

''Warning: Information below may be inaccurate or out of date.''

Please send any additional questions to the board-candidates mailing list.

The following FAQ is intended for the audience of candidates to the 2005 SAGE Board of Directors election.

== Being a Director ==

=== What is the composition of the Board? ===

The Board is composed of nine Directors, elected at large. One of the first tasks of the new Board will be to select the offices of President, Vice President, and Secretary-Treasurer.

=== What does it mean to be a Director of LOPSA? ===

Directors are ordinary members of SAGE, but they can also:
# Propose, discuss and vote on motions before the Board of Directors.
# Be elected to the offices of President, Vice President, and Secretary-Treasurer.

In practice, it is common for Directors to:
* Chair committees.
* Serve as LOPSA's liaison, ambassador or delegate to committees, other organizations, the membership or the public, when the Board so directs.
* Act as the "champion" for programs or projects they believe in.

=== What ''doesn't'' it mean to be a Director of SAGE? ===

Directorship is all about organizational governance. The mechanisms for that governance are policy and oversight. It is important to understand that role. In particular:

* '''A director is not an über volunteer.''' You are volunteering your time to be a director, so in that sense you are a "volunteer." But if you are running for the Board in order to see a particular program done in a particular way, or just because you want to "pitch in", the Board may not be the right place for you. In the past, SAGE has had difficulty using volunteers effectively; helping to change that ''is'' a Board role. But it is very important that the new organization get away from the Board serving as the implementors for all programs.

* '''A director has no power above that of any other SAGE member, except when acting with the consent of the Board.''' This is an oft-misunderstood fact of directorship. As a director, you will have a voice and a vote when the Board is assembled, but outside of the Board, you cease to have any powers that have not been explicitly given. If you sit on a working group with other volunteers, even if acting as the Board liaison to the working group, you will hold no veto power. You cannot bind SAGE to any obligation; you cannot speak for SAGE. This extends even to the officers; while the Bylaws give them additional powers, actions of officers (and staff) are always subject to review by the Board.

* '''A director must not get lost in the details.''' In some sense, when it comes to programs, the only proper role of the Board is to specify ''what to do'' and ''limitations on how to do it''. For instance, the Board may pass a resolution that SAGE should enter into a contract, and not spend more than some figure. If the Board thinks it is important, it can specify as much detail as necessary: that SAGE must not be obligated in certain ways, that the membership should be protected as follows, etc. As system administrators, we're often used to starting with the big concept, say ''build a datacenter'', and then driving all the way down to the smallest detail: ''consoles shall use blue cat-5 cables to the patch panel''. As a director, you must resist the urge to delve into such implementational minutiae. Implementation is for staff and volunteers; for the Board, it is sufficient to ensure acceptable implementation happens, not ''how'' it will happen.

=== What is the time commitment? ===

That is a hard question to answer -- it really depends on how the Board organizes the work, which projects you take on, etc.

It has been estimated that typically most Board members will need to spend about 4 hours/week on SAGE Board activity. Some weeks will be more, some will be less. And sometimes you can't tell in advance when something will come up that needs your attention. Other times it is the kind of work that you can schedule -- sending email to members, editing draft documents, etc.

A few of the board members (President, some others) will probably have to put in about 10 hours/week.

it is important to know about the time commitment; it is equally important that Board members know when to say "I can't do this right now -- someone else will have to take this task".

=== What are the duties and rights of Directorship? ===

Being a Director of a company or a not-for-profit association carries certain legal obligations and rights. These are summarized as:

#'''The Duty of Care'''.<p>The duty of care describes the level of competence that is expected of a board member. The duty of care calls upon a director to act in a reasonable and informed manner when participating in the board's decisions and its oversight of the corporation's management.</p><p>The duty of care requires that first, a director be informed; and second, a director discharge his duties in good faith "''with the care that an ordinarily prudent person in a like position would reasonably believe appropriate under similar circumstances''".</p>
#'''The Duty of Loyalty'''.<p>The duty of loyalty is a standard of faithfulness; it requires directors to exercise their powers in good faith and in the best interests of the corporation, rather than in their own interests or the interests of another entity or person.</p><p>By assuming office, the director acknowledges that with regard to any corporate activity the best interests of the corporation must prevail over the director's individual interests or the particular interests of the constituency selecting him or her. The basic legal principle here is a negative one: ''The director shall not use a corporate position for individual personal advantage''. The duty of loyalty primarily relates to: conflicts of interest; corporate opportunity; and confidentiality.</p>
#'''The Duty of Obedience'''.<p>The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.</p>

You also have certain rights:

* '''Management Access'''. Within the bounds of reason, board members should feel free to obtain information needed to fulfill the board's duties.

* '''Books and Records'''. A director has a right to inspect, for reasonable purposes and at reasonable intervals, the corporation's books and records.

* '''Notice of Meetings'''. All directors should be given ample advance notice of all board and committee meetings that the director is expected to attend.

* '''Right to Dissent and to Have Dissent Recorded'''. There are two circumstances in which a director may register dissent regarding actions to be taken at a board meeting. First, any director may dissent from the holding of a board meeting for which the proper notice has not been given or other procedural requirements have not been satisfied. Second, a director has the right not only to vote against any matter put forth for vote at a board meeting, but also to have the minutes of the meeting record that he dissented from the action approved by other members of the board. This right is important in the event that the action is ever challenged. (See the above duties of care and loyalty.)

Basically, this all says that you have a right and an obligation to act as an independent agent when evaluating business before the board, must make informed decisions about these matters, and must make those decisions in what you believe to be the best interests of the Association.

It is also important to understand the limitations placed upon Directors:

* '''A director acts as part of a board'''. All power and responsibility over the operation of the association vests with the board, not individual directors. Directors exercise this power by acting as a board, through resolutions at board meetings. Individual directors have no authority as such, save where a board resolution has empowered a particular board member (or other subset) to achieve a certain end, within certain constraints, or to otherwise exercise powers on behalf of the board. Even then, such actions are subject to Board review. The Board can delegate ''authority''; it can never disclaim ''responsibility''.

* '''A director directs, but does not perform, the corporation's activities'''. Corporate actions, as determined by the board, will be carried out by officers, employees and agents (including volunteers) - persons chosen, directly or indirectly, by the board. Often a board member may also wear another hat, such as that of an officer or agent, but there is a clear distinction between these roles, and corporate theory assumes that neither the board itself nor any individual director, acting solely as a director, carries out day-to-day activities.

See [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations''] for more information on the rights and responsibilities of being a Director of a nonprofit. There are other references and online resources detailed later in this FAQ.

=== What does it mean for a Director to be "obedient"? ===

It essentially means that you will act in accordance with SAGE's mission, and that you will abide by the decision of the majority. Obedience does not mean absolute fealty. You can speak your mind about decisions you disagree with, even in public, so long as you make it clear that you are speaking for yourself and not for the Board. (You can ''never'' speak for SAGE unless specifically authorized by the Board to do so; but you must disclaim that fact when there is any chance your audience will think you are speaking for the organization.)

Most especially, obedience means you will not attempt to undermine the Board's actions. For instance, if the Board votes to take some action, and you are in the minority opposed to taking that action, you must set aside your feelings about that choice once the Board considers execution. Trying to force a poor execution or specify an impossible metric for success is a clear example of disobedient behavior.

=== References ===

The following books and sites provide additional information that you may find useful:

Books:
* [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations'']. This book, produced by the American Bar Association, is an extremely useful guide to all aspects of governance of non-profit associations.

Links to useful not-for-profit sites:
* http://www.boardcafe.org/ newsletter for nonprofit boards
* http://www.compasspoint.org/ nonprofit services site
* http://www.ethics.org ethics resource center
* http://www.nonprofitethics.com Ethics in the Not-for-Profit Sector
* http://www.nonprofits.org/ Internet Nonprofit Center and FAQ
* http://www.genie.org/ Resources for nonprofits
* http://www.ncna.org/ National Council of Nonprofit Associations
* http://www.muridae.com/nporegulation/documents/exempt_orgs.html Tax-Exempt Organization Reference Chart
* http://www.nonprofitrisk.org/default.htm Nonprofit Risk Management Center
* http://www.njnonprofits.org/ NJ nonprofit center
* http://www.mapnp.org/library/boards/boards.htm A toolkit for Boards

== Board Meetings ==

=== How often does the Board meet? ===

The Bylaws ''require'' that the Board meet (whether in-person or by telephonic or other means) at least four times per year.

Meetings can include conference calls, and it is likely that, at least as the new Board is getting started, conference calls will happen at least monthly, and probably more frequently than that. Conference calls can be very frustrating, but can also be productive if everyone is prepared. A one-hour call is common; two hours seems to be the limit of productivity and patience. It is highly recommended that you be able to be online during conference calls; electronic dissemination of documents during meetings is common.

The Board would do well to establish a conference call schedule early, so that everyone can plan to attend. Because of the time constraints, when an unexpectedly complicated issue is before the Board, it may sometimes be required to schedule a meeting between regularly-scheduled meetings in order to continue unfinished business.

The Bylaws also allow for special Board meetings with a set agenda, for which the Board is given one week's prior notice. These meetings can be called by the President (like ordinary Board meetings), by any three Directors, or by petition of 75 or more members. These special meetings should be very rare.

=== What about in-person meetings? ===

We expect two in-person meetings the first year: soon after the election (likely at the AMC's office), and at the LISA conference. Note that it is likely that one or more directors will not be able to attend in person, and will have to phone in. That isn't ideal—either for the caller who has to be on the phone for eight or more hours, or for the rest of the Board—but it is better than not attending at all. We hope that everyone can attend the first meeting in person, as there will be a lot of interactions outside of the "board room" that will be important to setting up how the Board works.

It is likely that in addition to the scheduled Board meeting at LISA there will be several additional meetings that week (of the whole board, committees, etc.). Board members also have to be visible and available to the membership. LISA is really a work week for the Board, and you should plan accordingly.

=== Who pays for travel expenses? ===

In the past, SAGE has paid for the reasonable travel expenses for in-person meetings, but has also asked Board members to try to find other funding if possible to keep down travel costs. USENIX has also provided complementary tech session registration to the SAGE Exec for the LISA conference, and provisions for this arrangement to continue for the SAGE Board are in the draft USENIX-SAGE LISA agreement.

The new Board will have to develop a policy for travel expenses, taking into account the budgets of both the Association and the board members.

=== Will the Board work by consensus? ===

Not always; maybe not even usually. Consensus in a committee is a very desirable thing, but it is not ''necessary'' in all circumstances. In fact, seeking consensus when none exists can stall a Board into paralysis. As a Director, you must be a consensus-seeker and be willing to compromise; but you must also understand that there are ''false compromises'' (compromises that are worse than either extreme), and cases where no acceptable compromise exists. When this happens, the Board must vote and move on, and the minority must agree to abide by the will of the majority. A decision by a 5-4 vote has every bit of the weight of one carried unanimously.

=== How does the Board conduct business? ===

The Bylaws specify that [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis ("Sturgis") is the parliamentary authority for Board business.

Sturgis allows for a type of procedure called ''informal consideration'', which is how most Board business will be conducted.

Most meetings will start with a ''Consent Agenda''. The purpose of a Consent Agenda is to streamline consideration of routine items. It is a packet of documents and motions provided to Directors prior to the meeting so that they can consider the items at their leisure. The most common item in the Consent Agenda will be approval of prior meetings' Minutes, though any item that in the opinion of the chair is noncontroversial can be included.

The chair (usually the President) will ask if there are any objections to the Consent Agenda. Any director may ask that an item be moved out of the Consent Agenda and into the regular Agenda of the meeting. This is every director's privilege; no discussion or vote on the item's movement occurs. Any remaining motions in the Consent Agenda are then considered passed ("by consent").

While the chair may ask for non-binding "straw polls" phrased differently, all Board business must be conducted in the form of a motion, where failure of the motion preserves the status quo. Under informal committee rules, motions do not require a second to be considered.

It is common that the chair will first ask if there is any objection to the motion—if there is none, the motion is adopted by consent and business continues. If there is objection, discussion will ensue, followed by a vote. A motion before the Board must pass with a majority vote. A tied vote causes the motion to fail. The chair (usually the President) can always join the discussion and vote, and does not cast an extra tiebreaker.

This is just a thumbnail sketch of ordinary Board procedure. It is recommended that before taking a seat on the Board, you purchase and read Sturgis. (A searchable [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] is also available.)

=== Why Sturgis? Why not Robert's Rules? ===

In preparing the Bylaws, the Interim Board observed that while many—probably most—organizations ''specify'' [http://www.amazon.com/exec/obidos/tg/detail/-/0738203076 Robert's Rules of Order, Newly Revised] ("Robert's Rules", or "RRONR") as their parliamentary authority, most do not actually use it, because Robert's Rules are very heavyweight, and can be quite arcane to the uninitiated (even when "streamlined" using such facilities as "The Committee of the Whole"). Selecting a parliamentary authority with no intention of using it seems absurd.

The procedure in Sturgis is much lighter weight, and much more practical for a "working Board."

=== Do abstentions count? ===

As a Director, it is always your privilege to abstain from voting, with or without explanation. Abstentions do not count except in achieving quorum. In theory, a vote with one ''yea'', no ''nays'', and seven abstentions would carry.

=== What is quorum? ===

''Quorum'' (for the Board) is the minimum number of directors that must be present in order for business to be conducted. The quorum of the Board is a majority of the seated directors—in other words, five directors if there is no vacancy or one vacancy, four directors if there are two vacancies, and so on.

The Board ''can'' meet and discuss issues without a quorum. It can even make ''emergency'' decisions without a quorum. Such decisions must be ratified the next time quorum is achieved; if not ratified, the decision made without quorum must be nullified to whatever extent is possible.

The requirement for quorum protects SAGE against undemocratic action by a minority. It also makes it all the more important that directors make every effort to attend all meetings.

=== Can I proxy my vote or vote in absence? ===

In general, no. Blind trust in another person to vote for you is a dereliction of your duty as a director, so proxies are not allowed.

Voting in absence (i.e., ahead of time) is ambiguous because, even if you know an item is to be discussed and voted on, you cannot know ahead of time exactly the wording of the final motion. (You ''can'' vote if you are phoning in to a meeting; in that case, you are not considered absent.)

There is one exception in the Bylaws to this rule. A vote on ''ratification'' of an amendment to the Bylaws ''can'' be made in absence, because the final wording is already known. A vote in absence cannot be used in counting quorum, however, so this privilege should not be used as an excuse to skip a meeting.

=== Do I have to deal with Board politics? ===

It is common for some candidates for Boards everywhere to run on a platform of "eliminating the politics"—while that is an admirable goal, it's important to understand that you will not be a dictator, that other directors ''will'' disagree with you, and that sometimes you won't even be able to understand their dissenting points of view. It is natural in such circumstances to lobby for your perspective, to persuade, to build coalitions, to argue via ''reductio ad absurdum'' or use other tactics that may seem like "politics" to some. This is ''healthy'' Board behavior; to the contrary, those directors who take a "my way or the highway" approach are the ones who are likely to find themselves marginalized.

This is not to say that ''politicization'' is desirable. Excessive politicking, building voting blocs without regard to issue, issuing threats (such as threatening to resign) or stonewalling is poisonous behavior that will not be tolerated in a functional Board.

=== Reference ===
* [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis. This book looks at the area of Parliamentary Procedure, being the procedures by which groups such as committees and assemblies interact in order to conduct business in an efficient and just manner. There is also an [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] for the impatient.

== Calendar and Budget ==

=== What are dates I should know about? ===

* Voting: June 17-24
* Ballot tabulation: June 17-22
* First in-person board meeting: TBD — probably late July
* LISA conference: Dec. 4-9, 2005, San Diego, CA

=== What is SAGE's budget? ===

In the past, there have been two primary sources of SAGE revenue: Dues income and a share of the LISA revenue. We can count on both for a few years, but the LISA share is not predictable.

With a current membership of 3,600 and dues of $40, dues revenue is $144,000. We previously had a membership of around 7,000 (with combined USENIX+SAGE dues of $150) -- not all will come back, but we should be able to get a good number, which will increase our revenue without significantly raising expenses. Any AMC selected will be well-equipped to conduct a membership drive if the Board so desires.

The LISA share has historically been about $100,000. That could be lower, however.

There may be opportunities for sponsorships or grants to raise revenue. That will be an issue for the new Board and the AMC to address.

Based on past budgets, about $150,000 will go to the AMC and general administrative costs. An estimate for Board meetings is $20,000. That leaves $30-70,000 for programming, depending on revenue. It isn't as much as we'd like it to be, but there is enough to support some quality programs. Obviously finding ways to increase revenue will be a necessity.

See also: [[Budget]]

== Association Management Company ==

=== What is an AMC? ===

An Association Management Company is essentially an outsourcing provider for non-profit offices.

At minimum, an AMC will provide the back- and front-office, and executive support functions that the USENIX office has provided for SAGE, such as managing membership operations, financials, and day-to-day business operations.

The AMC will provide staff as needed, including an Executive Director (ED), who will act as the Board's contact to staff functions. Staff are charged to SAGE at various hourly rates. The ED and perhaps some other staff are assigned to SAGE (but not fulltime), providing continuity, and the advantage of their expertise and experience with other associations. Ideally, the ED will take an active role in moving SAGE forward, organizing volunteers and ensuring program momentum, and developing relationships with third parties (vendors, sponsors, peer organisations, government, etc.).

Virtually all AMC's have staff dedicated to meeting planning and publications. Some also have staff with expertise in public and government relations, training, certifications, law, and other functions helpful to non-profits.

=== Why is SAGE contracting with an AMC? ===

At the time of the USENIX resolution in June 2004 dissolving the SAGE STG, it was stipulated that an independent SAGE would have to provide the functions that USENIX staff had been providing to SAGE members.

SAGE needs staff of some kind to fulfill those functions; volunteers cannot provide the level of service expected by our membership.

The Interim Board explored two possibilities for staffing: SAGE hiring staff of its own, or contracting with an AMC. Given the available resources, hiring was judged to be inefficient—while SAGE could afford an office manager, or an Executive Director, it was unlikely to be able to afford both. An AMC's shared staff is attractive because it can offer the expertise and functions of a large, diverse staff without having to retain them all on a full-time basis.

The main reason for engaging an AMC is a simple one: momentum. By engaging an AMC with many years of experience in
running non-profit associations, and with fully trained staff, we get immediate program delivery capability.

=== Will I have a say in the choice of AMC? ===

The SAGE Interim Board has interviewed and made site visits of the finalists, and has subjected the candidates to an exhaustive (and exhausting!) review process. The intent is for an AMC to be contracted with before the new board is seated, so that the permanent board can establish organizational momentum from the beginning of its term. The AMC will conduct board training, both to induct new Directors into "how to be a Board," and to train the board on SAGE's relationship with the AMC.

== SAGE Programs and Continuity ==

=== What is the status of SAGE programs? ===

The Interim Board was charged with transition activities: formation of the new corporation, selection of an AMC, negotiating an outsourcing agreement with USENIX, and electing a permanent Board of Directors. Authority for ongoing SAGE programs has rested with the USENIX office; they have been tasked with keeping SAGE's programs in a maintenance ("stasis") state.

The Short Topics Booklet series has produced one new title in the interim; otherwise, for the most part, all projects have been on hold during the transition.

=== Will Rob Kolstad continue as SAGE Executive Director? ===

No. SAGE will have an Executive Director who is employed by the AMC, who will split his or her time between SAGE and one or more other organizations.

During this transition period, Rob continues to be an employee of the USENIX office, and maintains SAGE programs.

=== Who is the SAGE webmaster? ===

SAGE has no dedicated webmaster. In the past, that role has been shared by USENIX staff and SAGE volunteers.

The SAGE website will be transferred to the new organization under the terms of the USENIX outsourcing agreement. The site needs revitalization; this is one of the items the new Board will need to consider in prioritizing business.

== Non-Disclosure Agreement (NDA) ==

=== Why do I have to sign an NDA? ===

Some have questioned why SAGE has a [[Non-Disclosure Agreement|non-disclosure agreement]], given that we're a non-profit membership organization.

Just like any corporation, SAGE may from time to time deal with certain issues that legally require confidentiality, such as
* Personnel matters
* Legal action
* Pending financial transactions
* Information obtained under NDA with other entities
* Personal information about members
* The content of tests or certifications
In addition, from time to time the Board may be involved in negotiations which legally may not ''require'' confidentiality, but have ''business sensitivity''. For instance, if the Board approves a resolution to negotiate a contract for a service, and specifies that the Board authorizes an expenditure of "up to $10,000," that information going public would obviously put SAGE in an handicapped negotiating position.

The decision to enter into an NDA is of course the individual's. But a Director in good standing cannot be excluded from discussions of the Board. For this reason, all Directors must agree to abide by the NDA.

=== Can I wait until I am seated to sign the NDA? ===

Yes. The documents being released to candidates, except for documents relating to AMC selection, will be released to the public after they have been cleaned up and placed into proper context, so you will not need to sign the NDA to receive them. Eligibility to be seated on the Board, however, requires that you sign the NDA.

=== What will I get to see once I sign the NDA? ===

Our review of AMC candidates, the names of the AMCs on the shortlist, and their responses are subject to the NDA, because of business sensitivity.

== Directors & Officers Insurance ==

=== What is D&O insurance? ===

As a director, you are a ''trustee'' of the corporation; just like in a for-profit corporation, trustees are personally liable for the decisions they make. Directors & Officers (D&O) insurance protects your personal assets in the event of managerial malpractice or other claims against you in your role as a director. A D&O policy will cover legal defense as well as claims adjudicated or settled against you.

D&O insurance is just one tool to mitigate financial impact as a result of mismanagement. ''Preventing'' mismanagement, through prudent policies and procedures and director care, is at least as important as carrying D&O insurance.

Despite its name, most nonprofit D&O policies do not just cover directors and officers, but all staff and volunteers.

=== Is D&O insurance necessary? ===

It is not legally ''required''. However, over one-third of nonprofits in the U.S. have had a directors and officers liability claim in the past ten years, and the frequency of such claims is rising. Increasing litigiousness means that, even if you are totally blameless, there is a chance that you might find yourself responding to a lawsuit. Without D&O insurance, you must pay for your own defense—SAGE legally ''cannot'' defend you in most circumstances.

=== Won't my personal umbrella insurance cover me? ===

Probably not. Umbrella coverage (such as that offered in your homeowner's or renter's policy) will usually cover personal injury claims, but not managerial malpractice when acting as a director.

=== How expensive is it? ===

Nonprofit D&O insurance is much less expensive than for-profit D&O insurance, and there is a good deal of competition in the area, which keeps premiums low and fairly consistent from one underwriter to another.

While SAGE has not yet requested a quote, coverage is likely to be in the realm of a few hundred dollars a month or less.

=== Does SAGE have D&O insurance? ===

The SAGE STG has been covered by USENIX's D&O policy. The new corporation does not, as yet, have D&O coverage, because it does not fall under the category of "transitional expenses" that were approved by USENIX. The Interim Board is currently attempting to secure a D&O policy prior to the new Board's seating, but that is not yet certain.

=== What is the timing of D&O coverage? ===

If not obtained by the Interim Board, obtaining a D&O policy will have to be one of the first tasks of the new Board. The AMC contracted by SAGE will assist the Board in evaluating insurers and policies.

Up until the time the insurance takes effect, you will face personal liability for decisions you make as a director, so it is important that the Board execute quickly on this matter.

=== References ===

* [http://www.cpcusociety.org/file_depot/0-10000000/0-10000/3267/conman/CPCUeJournalMay05art1.pdf An overview of D&O insurance prepared for the Chartered Property Casualty Underwriter's Society].
* [http://www.cimaworld.com/htdocs/d&o.cfm A description of the coverage offered by one underwriter].
* [http://www.nonprofitrisk.org/ Nonprofit Risk Management Center]
* [http://www.mapnp.org/library/boards/boards.htm#anchor153271 Legal and Insurance Considerations for Board Members]

== Affidavits and bonding ==

=== What is the trustee affidavit? ===

All trustees of the corporation—and that will include you, if elected as a director—must sign an affidavit stating your ability to serve legally as a trustee. You will have to swear to your name and address being correct as on file, and certify that you have not been convicted of any felonies.
The affidavit is required by New Jersey law (we are incorporated in NJ).

=== What if I have been convicted of a felony? ===

You will have to disclose that fact on your affidavit and to the Board. You cannot legally serve as Secretary-Treasurer or directly handle association funds unless your rights of citizenship have been restored.

=== Are there any special requirements if I am chosen Secretary-Treasurer? ===

Yes. By New Jersey law, you will have to be bonded in order to certify the books of the association and handle the association's funds. This means you will have to submit to a background check required by the surety corporation providing the bond. The background check may include fingerprinting.

== The Election ==

=== Who can vote? ===

All members in good standing of USENIX's SAGE STG as of Monday, June 20, 2005 will be allowed to cast a ballot.

Note that if you establish membership (new or renewal) '''or''' change your USENIX password between Friday, June 3, and Monday, June 20, you will not be able to vote until ''Wednesday, June 22''.

You may want to doublecheck that you are a member in good standing and know your password, by visiting:
https://db.usenix.org/cgi-bin/memb/cardverify.cgi

=== How will they vote? ===

A website voting server is being set up by two SAGE volunteers, Jesse Trucks and Matt Okeson-Harlow, who are not candidates for election.

=== How will votes be tabulated? ===

The administrators of the voting server will make three copies of the ballots. One will be given to Greg Rose, the chairman of the Leadership Committee. One will be given to another non-candidate SAGE member. These will each be tabulated using different software, to ensure they agree. The third copy will be made publicly available after results are announced.

=== What happens if the two tabulations don't agree? ===

A third tabulation will be performed using a third software implementation. Then we'll file a bug report against the implementation it disagrees with. If the third tabulation doesn't agree with ''either'' of the other two... we'll have an interesting exercise in algorithmic analysis. :-)

=== Why will the ballots be made publicly available? ===

It is good election practice to make ballots available for inspection, and is intended to foster confidence in the fairness of the election.

=== What is the voting system? ===

The system is changed from the one previously used for elections for the SAGE Executive Committee. That system, known as ''first-past-the-post'' or ''plurality voting'', is familiar to most voters: the voter can check a box next to from 1-N candidates, where N is the number of seats to be filled. The N candidates with the most votes win election.

This election will instead use the ''Single Transferable Vote'' (STV). Voters will ''rank'' the candidates they are interested in. They can rank as few or as many candidates as they have an opinion of. Voters cannot rank two candidates equally. Voters may be familiar with this concept from the voting system known as ''Instant Runoff Vote'' (IRV)—the ballot is identical.

The tabulation of the ballots, however, differs from IRV. In STV, each voter has a ''single'' vote, hence the name. That vote will be applied to the voter's choices in order of rank, and will not be wasted either on candidates who have already been ensured election or who are unelectable.

There are many versions, called "methods", of STV. The one being used in this election is called ''Meek's method''. It allows your vote to be ''fractionally'' allocated to multiple candidates. For instance, if your first choice candidate is very popular, while your second choice candidate is not (but still electable), only a small fraction of your vote will be allocated to the first choice, and a larger fraction will go to your second.

Meek's method also has a tie breaking rule using a pseudo-random number generator seeded from the ballots themselves. Other STV methods have arbitrary tie breaking rules, or lack them completely, which can result in vacant seats.

=== This sounds complicated. Why was this method chosen? ===

The first-past-the-post system allows for what is known as ''strategic voting''. Simply put, strategic voting is when voting differently from a voter's ''sincere preferences'' may be ''advantageous'' to the voter's seeing his or her choices elected. For instance, if the voter likes candidates Alice and Bob, but believes Bob is certain to be elected, the voter would have a better chance of seeing both elected if he or she ''withholds'' her vote from Bob and votes only for Alice.

Observation of prior SAGE elections suggests that strategic voting was very common. It is clear that a substantial portion of the members desired a richer mechanism of expressing their preferences than first-past-the-post provides.

The Meek STV system is not susceptible to strategic voting; voters can vote sincerely without fear that their vote may be wasted, or that voting a different way would lead to a better chance of seeing their preferred candidates elected.

Candidates that represent a minority viewpoint have also had trouble being elected in the first-past-the-post system. STV is a type of ''proportional'' system; if a significant minority coalesces around a given candidate, that candidate can be elected under STV.

The Meek STV system is the "gold standard" of multi-winner voting systems; it has most of the advantages of other systems and few of the disadvantages.

The biggest disadvantage Meek's method ''does'' have is that, due to its apportionment and reapportionment of fractional votes and its use of a pseudo-random tiebreaker, it ''must'' be tabulated by computer.

STV is in use in many organizational and government elections around the world. The Meek method of STV is in use in New Zealand, and is the recommended method of the Electoral Reform Society.

=== Will this system change the Board a lot? ===

Chances are, not radically; in a simulation run on the 2000 SAGE Executive Committee's election, a change from first-past-the-post to STV would most likely have only changed one or two of the seven winners.

=== Didn't New Zealand have problems with invalid ballots? ===

Yes. When New Zealand switched to STV from first-past-the-post, some voters marked their (paper) ballots with "X" marks instead of ranking, thus spoiling their ballots.

This will not be an issue in the SAGE election, as the voting system will not accept an invalid ballot. The voter's rankings will be displayed for confirmation before the ballot is cast.

=== What if the membership finds ranking too cumbersome? ===

It is possible that voters will dislike the additional work they must put into ranking all the candidates. If so, the Board might for future elections consider a hybrid approach, known as ''Meek and Warren STV''. In a Meek and Warren election, voters can ''choose'' the type of ballot they wish to fill out: a standard ranked STV ballot, or an "Approval Ballot" in which they can place an X-mark next to those candidates they approve of. Both types of ballots can be tabulated together using Meek's method, but votes from approval ballots cannot be transferred. This means that voters would have the choice of doing an "easy ballot" where there is a good chance that some of their vote may be wasted on unelectable candidates, or a more time-consuming ballot where their vote will be fully utilized.

Another approach that is currently the subject of a great deal of research is ''Condorcet STV''. The Condorcet Method is frequently used for single-seat elections, and works by discovering which candidate would beat all others in individual pairwise elections. Condorcet STV extends this idea to multi-seat elections by discovering which ''slate'' beats all others. The ballot allows two or more candidates to be ranked equally, thus potentially making the ballot easier for voters to use—in the degenerate case, voters could use an approval ballot. The great disadvantage is that, like Meek's method, Condorcet STV must be calculated by computer, but unlike Meek, Condorcet STV is computationally too expensive for real-world elections. Research is ongoing to find ways to optimize the algorithm, and it is likely that by the time of the next election, it will be possible to use Condorcet STV if the Board so desires.

2005 Candidates' Info Packet/FAQ

2013-05-06T11:53:12Z

Wbilancio: Created page with "{{SAGE historical}} ''Prepared by the '''SAGE Interim Board of Directors''':'' :Lorette Cheswick :Geoff Halprin :Trey Harris :David Parter ''Warning: Information below may be in..."

{{SAGE historical}}
''Prepared by the '''SAGE Interim Board of Directors''':''
:Lorette Cheswick
:Geoff Halprin
:Trey Harris
:David Parter

''Warning: Information below may be inaccurate or out of date.''

Please send any additional questions to the board-candidates mailing list.

The following FAQ is intended for the audience of candidates to the 2005 SAGE Board of Directors election.

== Being a Director ==

=== What is the composition of the Board? ===

The Board is composed of nine Directors, elected at large. One of the first tasks of the new Board will be to select the offices of President, Vice President, and Secretary-Treasurer.

=== What does it mean to be a Director of SAGE? ===

Directors are ordinary members of SAGE, but they can also:
# Propose, discuss and vote on motions before the Board of Directors.
# Be elected to the offices of President, Vice President, and Secretary-Treasurer.

In practice, it is common for Directors to:
* Chair committees.
* Serve as SAGE's liaison, ambassador or delegate to committees, other organizations, the membership or the public, when the Board so directs.
* Act as the "champion" for programs or projects they believe in.

=== What ''doesn't'' it mean to be a Director of SAGE? ===

Directorship is all about organizational governance. The mechanisms for that governance are policy and oversight. It is important to understand that role. In particular:

* '''A director is not an über volunteer.''' You are volunteering your time to be a director, so in that sense you are a "volunteer." But if you are running for the Board in order to see a particular program done in a particular way, or just because you want to "pitch in", the Board may not be the right place for you. In the past, SAGE has had difficulty using volunteers effectively; helping to change that ''is'' a Board role. But it is very important that the new organization get away from the Board serving as the implementors for all programs.

* '''A director has no power above that of any other SAGE member, except when acting with the consent of the Board.''' This is an oft-misunderstood fact of directorship. As a director, you will have a voice and a vote when the Board is assembled, but outside of the Board, you cease to have any powers that have not been explicitly given. If you sit on a working group with other volunteers, even if acting as the Board liaison to the working group, you will hold no veto power. You cannot bind SAGE to any obligation; you cannot speak for SAGE. This extends even to the officers; while the Bylaws give them additional powers, actions of officers (and staff) are always subject to review by the Board.

* '''A director must not get lost in the details.''' In some sense, when it comes to programs, the only proper role of the Board is to specify ''what to do'' and ''limitations on how to do it''. For instance, the Board may pass a resolution that SAGE should enter into a contract, and not spend more than some figure. If the Board thinks it is important, it can specify as much detail as necessary: that SAGE must not be obligated in certain ways, that the membership should be protected as follows, etc. As system administrators, we're often used to starting with the big concept, say ''build a datacenter'', and then driving all the way down to the smallest detail: ''consoles shall use blue cat-5 cables to the patch panel''. As a director, you must resist the urge to delve into such implementational minutiae. Implementation is for staff and volunteers; for the Board, it is sufficient to ensure acceptable implementation happens, not ''how'' it will happen.

=== What is the time commitment? ===

That is a hard question to answer -- it really depends on how the Board organizes the work, which projects you take on, etc.

It has been estimated that typically most Board members will need to spend about 4 hours/week on SAGE Board activity. Some weeks will be more, some will be less. And sometimes you can't tell in advance when something will come up that needs your attention. Other times it is the kind of work that you can schedule -- sending email to members, editing draft documents, etc.

A few of the board members (President, some others) will probably have to put in about 10 hours/week.

it is important to know about the time commitment; it is equally important that Board members know when to say "I can't do this right now -- someone else will have to take this task".

=== What are the duties and rights of Directorship? ===

Being a Director of a company or a not-for-profit association carries certain legal obligations and rights. These are summarized as:

#'''The Duty of Care'''.<p>The duty of care describes the level of competence that is expected of a board member. The duty of care calls upon a director to act in a reasonable and informed manner when participating in the board's decisions and its oversight of the corporation's management.</p><p>The duty of care requires that first, a director be informed; and second, a director discharge his duties in good faith "''with the care that an ordinarily prudent person in a like position would reasonably believe appropriate under similar circumstances''".</p>
#'''The Duty of Loyalty'''.<p>The duty of loyalty is a standard of faithfulness; it requires directors to exercise their powers in good faith and in the best interests of the corporation, rather than in their own interests or the interests of another entity or person.</p><p>By assuming office, the director acknowledges that with regard to any corporate activity the best interests of the corporation must prevail over the director's individual interests or the particular interests of the constituency selecting him or her. The basic legal principle here is a negative one: ''The director shall not use a corporate position for individual personal advantage''. The duty of loyalty primarily relates to: conflicts of interest; corporate opportunity; and confidentiality.</p>
#'''The Duty of Obedience'''.<p>The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.</p>

You also have certain rights:

* '''Management Access'''. Within the bounds of reason, board members should feel free to obtain information needed to fulfill the board's duties.

* '''Books and Records'''. A director has a right to inspect, for reasonable purposes and at reasonable intervals, the corporation's books and records.

* '''Notice of Meetings'''. All directors should be given ample advance notice of all board and committee meetings that the director is expected to attend.

* '''Right to Dissent and to Have Dissent Recorded'''. There are two circumstances in which a director may register dissent regarding actions to be taken at a board meeting. First, any director may dissent from the holding of a board meeting for which the proper notice has not been given or other procedural requirements have not been satisfied. Second, a director has the right not only to vote against any matter put forth for vote at a board meeting, but also to have the minutes of the meeting record that he dissented from the action approved by other members of the board. This right is important in the event that the action is ever challenged. (See the above duties of care and loyalty.)

Basically, this all says that you have a right and an obligation to act as an independent agent when evaluating business before the board, must make informed decisions about these matters, and must make those decisions in what you believe to be the best interests of the Association.

It is also important to understand the limitations placed upon Directors:

* '''A director acts as part of a board'''. All power and responsibility over the operation of the association vests with the board, not individual directors. Directors exercise this power by acting as a board, through resolutions at board meetings. Individual directors have no authority as such, save where a board resolution has empowered a particular board member (or other subset) to achieve a certain end, within certain constraints, or to otherwise exercise powers on behalf of the board. Even then, such actions are subject to Board review. The Board can delegate ''authority''; it can never disclaim ''responsibility''.

* '''A director directs, but does not perform, the corporation's activities'''. Corporate actions, as determined by the board, will be carried out by officers, employees and agents (including volunteers) - persons chosen, directly or indirectly, by the board. Often a board member may also wear another hat, such as that of an officer or agent, but there is a clear distinction between these roles, and corporate theory assumes that neither the board itself nor any individual director, acting solely as a director, carries out day-to-day activities.

See [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations''] for more information on the rights and responsibilities of being a Director of a nonprofit. There are other references and online resources detailed later in this FAQ.

=== What does it mean for a Director to be "obedient"? ===

It essentially means that you will act in accordance with SAGE's mission, and that you will abide by the decision of the majority. Obedience does not mean absolute fealty. You can speak your mind about decisions you disagree with, even in public, so long as you make it clear that you are speaking for yourself and not for the Board. (You can ''never'' speak for SAGE unless specifically authorized by the Board to do so; but you must disclaim that fact when there is any chance your audience will think you are speaking for the organization.)

Most especially, obedience means you will not attempt to undermine the Board's actions. For instance, if the Board votes to take some action, and you are in the minority opposed to taking that action, you must set aside your feelings about that choice once the Board considers execution. Trying to force a poor execution or specify an impossible metric for success is a clear example of disobedient behavior.

=== References ===

The following books and sites provide additional information that you may find useful:

Books:
* [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations'']. This book, produced by the American Bar Association, is an extremely useful guide to all aspects of governance of non-profit associations.

Links to useful not-for-profit sites:
* http://www.boardcafe.org/ newsletter for nonprofit boards
* http://www.compasspoint.org/ nonprofit services site
* http://www.ethics.org ethics resource center
* http://www.nonprofitethics.com Ethics in the Not-for-Profit Sector
* http://www.nonprofits.org/ Internet Nonprofit Center and FAQ
* http://www.genie.org/ Resources for nonprofits
* http://www.ncna.org/ National Council of Nonprofit Associations
* http://www.muridae.com/nporegulation/documents/exempt_orgs.html Tax-Exempt Organization Reference Chart
* http://www.nonprofitrisk.org/default.htm Nonprofit Risk Management Center
* http://www.njnonprofits.org/ NJ nonprofit center
* http://www.mapnp.org/library/boards/boards.htm A toolkit for Boards

== Board Meetings ==

=== How often does the Board meet? ===

The Bylaws ''require'' that the Board meet (whether in-person or by telephonic or other means) at least four times per year.

Meetings can include conference calls, and it is likely that, at least as the new Board is getting started, conference calls will happen at least monthly, and probably more frequently than that. Conference calls can be very frustrating, but can also be productive if everyone is prepared. A one-hour call is common; two hours seems to be the limit of productivity and patience. It is highly recommended that you be able to be online during conference calls; electronic dissemination of documents during meetings is common.

The Board would do well to establish a conference call schedule early, so that everyone can plan to attend. Because of the time constraints, when an unexpectedly complicated issue is before the Board, it may sometimes be required to schedule a meeting between regularly-scheduled meetings in order to continue unfinished business.

The Bylaws also allow for special Board meetings with a set agenda, for which the Board is given one week's prior notice. These meetings can be called by the President (like ordinary Board meetings), by any three Directors, or by petition of 75 or more members. These special meetings should be very rare.

=== What about in-person meetings? ===

We expect two in-person meetings the first year: soon after the election (likely at the AMC's office), and at the LISA conference. Note that it is likely that one or more directors will not be able to attend in person, and will have to phone in. That isn't ideal—either for the caller who has to be on the phone for eight or more hours, or for the rest of the Board—but it is better than not attending at all. We hope that everyone can attend the first meeting in person, as there will be a lot of interactions outside of the "board room" that will be important to setting up how the Board works.

It is likely that in addition to the scheduled Board meeting at LISA there will be several additional meetings that week (of the whole board, committees, etc.). Board members also have to be visible and available to the membership. LISA is really a work week for the Board, and you should plan accordingly.

=== Who pays for travel expenses? ===

In the past, SAGE has paid for the reasonable travel expenses for in-person meetings, but has also asked Board members to try to find other funding if possible to keep down travel costs. USENIX has also provided complementary tech session registration to the SAGE Exec for the LISA conference, and provisions for this arrangement to continue for the SAGE Board are in the draft USENIX-SAGE LISA agreement.

The new Board will have to develop a policy for travel expenses, taking into account the budgets of both the Association and the board members.

=== Will the Board work by consensus? ===

Not always; maybe not even usually. Consensus in a committee is a very desirable thing, but it is not ''necessary'' in all circumstances. In fact, seeking consensus when none exists can stall a Board into paralysis. As a Director, you must be a consensus-seeker and be willing to compromise; but you must also understand that there are ''false compromises'' (compromises that are worse than either extreme), and cases where no acceptable compromise exists. When this happens, the Board must vote and move on, and the minority must agree to abide by the will of the majority. A decision by a 5-4 vote has every bit of the weight of one carried unanimously.

=== How does the Board conduct business? ===

The Bylaws specify that [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis ("Sturgis") is the parliamentary authority for Board business.

Sturgis allows for a type of procedure called ''informal consideration'', which is how most Board business will be conducted.

Most meetings will start with a ''Consent Agenda''. The purpose of a Consent Agenda is to streamline consideration of routine items. It is a packet of documents and motions provided to Directors prior to the meeting so that they can consider the items at their leisure. The most common item in the Consent Agenda will be approval of prior meetings' Minutes, though any item that in the opinion of the chair is noncontroversial can be included.

The chair (usually the President) will ask if there are any objections to the Consent Agenda. Any director may ask that an item be moved out of the Consent Agenda and into the regular Agenda of the meeting. This is every director's privilege; no discussion or vote on the item's movement occurs. Any remaining motions in the Consent Agenda are then considered passed ("by consent").

While the chair may ask for non-binding "straw polls" phrased differently, all Board business must be conducted in the form of a motion, where failure of the motion preserves the status quo. Under informal committee rules, motions do not require a second to be considered.

It is common that the chair will first ask if there is any objection to the motion—if there is none, the motion is adopted by consent and business continues. If there is objection, discussion will ensue, followed by a vote. A motion before the Board must pass with a majority vote. A tied vote causes the motion to fail. The chair (usually the President) can always join the discussion and vote, and does not cast an extra tiebreaker.

This is just a thumbnail sketch of ordinary Board procedure. It is recommended that before taking a seat on the Board, you purchase and read Sturgis. (A searchable [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] is also available.)

=== Why Sturgis? Why not Robert's Rules? ===

In preparing the Bylaws, the Interim Board observed that while many—probably most—organizations ''specify'' [http://www.amazon.com/exec/obidos/tg/detail/-/0738203076 Robert's Rules of Order, Newly Revised] ("Robert's Rules", or "RRONR") as their parliamentary authority, most do not actually use it, because Robert's Rules are very heavyweight, and can be quite arcane to the uninitiated (even when "streamlined" using such facilities as "The Committee of the Whole"). Selecting a parliamentary authority with no intention of using it seems absurd.

The procedure in Sturgis is much lighter weight, and much more practical for a "working Board."

=== Do abstentions count? ===

As a Director, it is always your privilege to abstain from voting, with or without explanation. Abstentions do not count except in achieving quorum. In theory, a vote with one ''yea'', no ''nays'', and seven abstentions would carry.

=== What is quorum? ===

''Quorum'' (for the Board) is the minimum number of directors that must be present in order for business to be conducted. The quorum of the Board is a majority of the seated directors—in other words, five directors if there is no vacancy or one vacancy, four directors if there are two vacancies, and so on.

The Board ''can'' meet and discuss issues without a quorum. It can even make ''emergency'' decisions without a quorum. Such decisions must be ratified the next time quorum is achieved; if not ratified, the decision made without quorum must be nullified to whatever extent is possible.

The requirement for quorum protects SAGE against undemocratic action by a minority. It also makes it all the more important that directors make every effort to attend all meetings.

=== Can I proxy my vote or vote in absence? ===

In general, no. Blind trust in another person to vote for you is a dereliction of your duty as a director, so proxies are not allowed.

Voting in absence (i.e., ahead of time) is ambiguous because, even if you know an item is to be discussed and voted on, you cannot know ahead of time exactly the wording of the final motion. (You ''can'' vote if you are phoning in to a meeting; in that case, you are not considered absent.)

There is one exception in the Bylaws to this rule. A vote on ''ratification'' of an amendment to the Bylaws ''can'' be made in absence, because the final wording is already known. A vote in absence cannot be used in counting quorum, however, so this privilege should not be used as an excuse to skip a meeting.

=== Do I have to deal with Board politics? ===

It is common for some candidates for Boards everywhere to run on a platform of "eliminating the politics"—while that is an admirable goal, it's important to understand that you will not be a dictator, that other directors ''will'' disagree with you, and that sometimes you won't even be able to understand their dissenting points of view. It is natural in such circumstances to lobby for your perspective, to persuade, to build coalitions, to argue via ''reductio ad absurdum'' or use other tactics that may seem like "politics" to some. This is ''healthy'' Board behavior; to the contrary, those directors who take a "my way or the highway" approach are the ones who are likely to find themselves marginalized.

This is not to say that ''politicization'' is desirable. Excessive politicking, building voting blocs without regard to issue, issuing threats (such as threatening to resign) or stonewalling is poisonous behavior that will not be tolerated in a functional Board.

=== Reference ===
* [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis. This book looks at the area of Parliamentary Procedure, being the procedures by which groups such as committees and assemblies interact in order to conduct business in an efficient and just manner. There is also an [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] for the impatient.

== Calendar and Budget ==

=== What are dates I should know about? ===

* Voting: June 17-24
* Ballot tabulation: June 17-22
* First in-person board meeting: TBD — probably late July
* LISA conference: Dec. 4-9, 2005, San Diego, CA

=== What is SAGE's budget? ===

In the past, there have been two primary sources of SAGE revenue: Dues income and a share of the LISA revenue. We can count on both for a few years, but the LISA share is not predictable.

With a current membership of 3,600 and dues of $40, dues revenue is $144,000. We previously had a membership of around 7,000 (with combined USENIX+SAGE dues of $150) -- not all will come back, but we should be able to get a good number, which will increase our revenue without significantly raising expenses. Any AMC selected will be well-equipped to conduct a membership drive if the Board so desires.

The LISA share has historically been about $100,000. That could be lower, however.

There may be opportunities for sponsorships or grants to raise revenue. That will be an issue for the new Board and the AMC to address.

Based on past budgets, about $150,000 will go to the AMC and general administrative costs. An estimate for Board meetings is $20,000. That leaves $30-70,000 for programming, depending on revenue. It isn't as much as we'd like it to be, but there is enough to support some quality programs. Obviously finding ways to increase revenue will be a necessity.

See also: [[Budget]]

== Association Management Company ==

=== What is an AMC? ===

An Association Management Company is essentially an outsourcing provider for non-profit offices.

At minimum, an AMC will provide the back- and front-office, and executive support functions that the USENIX office has provided for SAGE, such as managing membership operations, financials, and day-to-day business operations.

The AMC will provide staff as needed, including an Executive Director (ED), who will act as the Board's contact to staff functions. Staff are charged to SAGE at various hourly rates. The ED and perhaps some other staff are assigned to SAGE (but not fulltime), providing continuity, and the advantage of their expertise and experience with other associations. Ideally, the ED will take an active role in moving SAGE forward, organizing volunteers and ensuring program momentum, and developing relationships with third parties (vendors, sponsors, peer organisations, government, etc.).

Virtually all AMC's have staff dedicated to meeting planning and publications. Some also have staff with expertise in public and government relations, training, certifications, law, and other functions helpful to non-profits.

=== Why is SAGE contracting with an AMC? ===

At the time of the USENIX resolution in June 2004 dissolving the SAGE STG, it was stipulated that an independent SAGE would have to provide the functions that USENIX staff had been providing to SAGE members.

SAGE needs staff of some kind to fulfill those functions; volunteers cannot provide the level of service expected by our membership.

The Interim Board explored two possibilities for staffing: SAGE hiring staff of its own, or contracting with an AMC. Given the available resources, hiring was judged to be inefficient—while SAGE could afford an office manager, or an Executive Director, it was unlikely to be able to afford both. An AMC's shared staff is attractive because it can offer the expertise and functions of a large, diverse staff without having to retain them all on a full-time basis.

The main reason for engaging an AMC is a simple one: momentum. By engaging an AMC with many years of experience in
running non-profit associations, and with fully trained staff, we get immediate program delivery capability.

=== Will I have a say in the choice of AMC? ===

The SAGE Interim Board has interviewed and made site visits of the finalists, and has subjected the candidates to an exhaustive (and exhausting!) review process. The intent is for an AMC to be contracted with before the new board is seated, so that the permanent board can establish organizational momentum from the beginning of its term. The AMC will conduct board training, both to induct new Directors into "how to be a Board," and to train the board on SAGE's relationship with the AMC.

== SAGE Programs and Continuity ==

=== What is the status of SAGE programs? ===

The Interim Board was charged with transition activities: formation of the new corporation, selection of an AMC, negotiating an outsourcing agreement with USENIX, and electing a permanent Board of Directors. Authority for ongoing SAGE programs has rested with the USENIX office; they have been tasked with keeping SAGE's programs in a maintenance ("stasis") state.

The Short Topics Booklet series has produced one new title in the interim; otherwise, for the most part, all projects have been on hold during the transition.

=== Will Rob Kolstad continue as SAGE Executive Director? ===

No. SAGE will have an Executive Director who is employed by the AMC, who will split his or her time between SAGE and one or more other organizations.

During this transition period, Rob continues to be an employee of the USENIX office, and maintains SAGE programs.

=== Who is the SAGE webmaster? ===

SAGE has no dedicated webmaster. In the past, that role has been shared by USENIX staff and SAGE volunteers.

The SAGE website will be transferred to the new organization under the terms of the USENIX outsourcing agreement. The site needs revitalization; this is one of the items the new Board will need to consider in prioritizing business.

== Non-Disclosure Agreement (NDA) ==

=== Why do I have to sign an NDA? ===

Some have questioned why SAGE has a [[Non-Disclosure Agreement|non-disclosure agreement]], given that we're a non-profit membership organization.

Just like any corporation, SAGE may from time to time deal with certain issues that legally require confidentiality, such as
* Personnel matters
* Legal action
* Pending financial transactions
* Information obtained under NDA with other entities
* Personal information about members
* The content of tests or certifications
In addition, from time to time the Board may be involved in negotiations which legally may not ''require'' confidentiality, but have ''business sensitivity''. For instance, if the Board approves a resolution to negotiate a contract for a service, and specifies that the Board authorizes an expenditure of "up to $10,000," that information going public would obviously put SAGE in an handicapped negotiating position.

The decision to enter into an NDA is of course the individual's. But a Director in good standing cannot be excluded from discussions of the Board. For this reason, all Directors must agree to abide by the NDA.

=== Can I wait until I am seated to sign the NDA? ===

Yes. The documents being released to candidates, except for documents relating to AMC selection, will be released to the public after they have been cleaned up and placed into proper context, so you will not need to sign the NDA to receive them. Eligibility to be seated on the Board, however, requires that you sign the NDA.

=== What will I get to see once I sign the NDA? ===

Our review of AMC candidates, the names of the AMCs on the shortlist, and their responses are subject to the NDA, because of business sensitivity.

== Directors & Officers Insurance ==

=== What is D&O insurance? ===

As a director, you are a ''trustee'' of the corporation; just like in a for-profit corporation, trustees are personally liable for the decisions they make. Directors & Officers (D&O) insurance protects your personal assets in the event of managerial malpractice or other claims against you in your role as a director. A D&O policy will cover legal defense as well as claims adjudicated or settled against you.

D&O insurance is just one tool to mitigate financial impact as a result of mismanagement. ''Preventing'' mismanagement, through prudent policies and procedures and director care, is at least as important as carrying D&O insurance.

Despite its name, most nonprofit D&O policies do not just cover directors and officers, but all staff and volunteers.

=== Is D&O insurance necessary? ===

It is not legally ''required''. However, over one-third of nonprofits in the U.S. have had a directors and officers liability claim in the past ten years, and the frequency of such claims is rising. Increasing litigiousness means that, even if you are totally blameless, there is a chance that you might find yourself responding to a lawsuit. Without D&O insurance, you must pay for your own defense—SAGE legally ''cannot'' defend you in most circumstances.

=== Won't my personal umbrella insurance cover me? ===

Probably not. Umbrella coverage (such as that offered in your homeowner's or renter's policy) will usually cover personal injury claims, but not managerial malpractice when acting as a director.

=== How expensive is it? ===

Nonprofit D&O insurance is much less expensive than for-profit D&O insurance, and there is a good deal of competition in the area, which keeps premiums low and fairly consistent from one underwriter to another.

While SAGE has not yet requested a quote, coverage is likely to be in the realm of a few hundred dollars a month or less.

=== Does SAGE have D&O insurance? ===

The SAGE STG has been covered by USENIX's D&O policy. The new corporation does not, as yet, have D&O coverage, because it does not fall under the category of "transitional expenses" that were approved by USENIX. The Interim Board is currently attempting to secure a D&O policy prior to the new Board's seating, but that is not yet certain.

=== What is the timing of D&O coverage? ===

If not obtained by the Interim Board, obtaining a D&O policy will have to be one of the first tasks of the new Board. The AMC contracted by SAGE will assist the Board in evaluating insurers and policies.

Up until the time the insurance takes effect, you will face personal liability for decisions you make as a director, so it is important that the Board execute quickly on this matter.

=== References ===

* [http://www.cpcusociety.org/file_depot/0-10000000/0-10000/3267/conman/CPCUeJournalMay05art1.pdf An overview of D&O insurance prepared for the Chartered Property Casualty Underwriter's Society].
* [http://www.cimaworld.com/htdocs/d&o.cfm A description of the coverage offered by one underwriter].
* [http://www.nonprofitrisk.org/ Nonprofit Risk Management Center]
* [http://www.mapnp.org/library/boards/boards.htm#anchor153271 Legal and Insurance Considerations for Board Members]

== Affidavits and bonding ==

=== What is the trustee affidavit? ===

All trustees of the corporation—and that will include you, if elected as a director—must sign an affidavit stating your ability to serve legally as a trustee. You will have to swear to your name and address being correct as on file, and certify that you have not been convicted of any felonies.
The affidavit is required by New Jersey law (we are incorporated in NJ).

=== What if I have been convicted of a felony? ===

You will have to disclose that fact on your affidavit and to the Board. You cannot legally serve as Secretary-Treasurer or directly handle association funds unless your rights of citizenship have been restored.

=== Are there any special requirements if I am chosen Secretary-Treasurer? ===

Yes. By New Jersey law, you will have to be bonded in order to certify the books of the association and handle the association's funds. This means you will have to submit to a background check required by the surety corporation providing the bond. The background check may include fingerprinting.

== The Election ==

=== Who can vote? ===

All members in good standing of USENIX's SAGE STG as of Monday, June 20, 2005 will be allowed to cast a ballot.

Note that if you establish membership (new or renewal) '''or''' change your USENIX password between Friday, June 3, and Monday, June 20, you will not be able to vote until ''Wednesday, June 22''.

You may want to doublecheck that you are a member in good standing and know your password, by visiting:
https://db.usenix.org/cgi-bin/memb/cardverify.cgi

=== How will they vote? ===

A website voting server is being set up by two SAGE volunteers, Jesse Trucks and Matt Okeson-Harlow, who are not candidates for election.

=== How will votes be tabulated? ===

The administrators of the voting server will make three copies of the ballots. One will be given to Greg Rose, the chairman of the Leadership Committee. One will be given to another non-candidate SAGE member. These will each be tabulated using different software, to ensure they agree. The third copy will be made publicly available after results are announced.

=== What happens if the two tabulations don't agree? ===

A third tabulation will be performed using a third software implementation. Then we'll file a bug report against the implementation it disagrees with. If the third tabulation doesn't agree with ''either'' of the other two... we'll have an interesting exercise in algorithmic analysis. :-)

=== Why will the ballots be made publicly available? ===

It is good election practice to make ballots available for inspection, and is intended to foster confidence in the fairness of the election.

=== What is the voting system? ===

The system is changed from the one previously used for elections for the SAGE Executive Committee. That system, known as ''first-past-the-post'' or ''plurality voting'', is familiar to most voters: the voter can check a box next to from 1-N candidates, where N is the number of seats to be filled. The N candidates with the most votes win election.

This election will instead use the ''Single Transferable Vote'' (STV). Voters will ''rank'' the candidates they are interested in. They can rank as few or as many candidates as they have an opinion of. Voters cannot rank two candidates equally. Voters may be familiar with this concept from the voting system known as ''Instant Runoff Vote'' (IRV)—the ballot is identical.

The tabulation of the ballots, however, differs from IRV. In STV, each voter has a ''single'' vote, hence the name. That vote will be applied to the voter's choices in order of rank, and will not be wasted either on candidates who have already been ensured election or who are unelectable.

There are many versions, called "methods", of STV. The one being used in this election is called ''Meek's method''. It allows your vote to be ''fractionally'' allocated to multiple candidates. For instance, if your first choice candidate is very popular, while your second choice candidate is not (but still electable), only a small fraction of your vote will be allocated to the first choice, and a larger fraction will go to your second.

Meek's method also has a tie breaking rule using a pseudo-random number generator seeded from the ballots themselves. Other STV methods have arbitrary tie breaking rules, or lack them completely, which can result in vacant seats.

=== This sounds complicated. Why was this method chosen? ===

The first-past-the-post system allows for what is known as ''strategic voting''. Simply put, strategic voting is when voting differently from a voter's ''sincere preferences'' may be ''advantageous'' to the voter's seeing his or her choices elected. For instance, if the voter likes candidates Alice and Bob, but believes Bob is certain to be elected, the voter would have a better chance of seeing both elected if he or she ''withholds'' her vote from Bob and votes only for Alice.

Observation of prior SAGE elections suggests that strategic voting was very common. It is clear that a substantial portion of the members desired a richer mechanism of expressing their preferences than first-past-the-post provides.

The Meek STV system is not susceptible to strategic voting; voters can vote sincerely without fear that their vote may be wasted, or that voting a different way would lead to a better chance of seeing their preferred candidates elected.

Candidates that represent a minority viewpoint have also had trouble being elected in the first-past-the-post system. STV is a type of ''proportional'' system; if a significant minority coalesces around a given candidate, that candidate can be elected under STV.

The Meek STV system is the "gold standard" of multi-winner voting systems; it has most of the advantages of other systems and few of the disadvantages.

The biggest disadvantage Meek's method ''does'' have is that, due to its apportionment and reapportionment of fractional votes and its use of a pseudo-random tiebreaker, it ''must'' be tabulated by computer.

STV is in use in many organizational and government elections around the world. The Meek method of STV is in use in New Zealand, and is the recommended method of the Electoral Reform Society.

=== Will this system change the Board a lot? ===

Chances are, not radically; in a simulation run on the 2000 SAGE Executive Committee's election, a change from first-past-the-post to STV would most likely have only changed one or two of the seven winners.

=== Didn't New Zealand have problems with invalid ballots? ===

Yes. When New Zealand switched to STV from first-past-the-post, some voters marked their (paper) ballots with "X" marks instead of ranking, thus spoiling their ballots.

This will not be an issue in the SAGE election, as the voting system will not accept an invalid ballot. The voter's rankings will be displayed for confirmation before the ballot is cast.

=== What if the membership finds ranking too cumbersome? ===

It is possible that voters will dislike the additional work they must put into ranking all the candidates. If so, the Board might for future elections consider a hybrid approach, known as ''Meek and Warren STV''. In a Meek and Warren election, voters can ''choose'' the type of ballot they wish to fill out: a standard ranked STV ballot, or an "Approval Ballot" in which they can place an X-mark next to those candidates they approve of. Both types of ballots can be tabulated together using Meek's method, but votes from approval ballots cannot be transferred. This means that voters would have the choice of doing an "easy ballot" where there is a good chance that some of their vote may be wasted on unelectable candidates, or a more time-consuming ballot where their vote will be fully utilized.

Another approach that is currently the subject of a great deal of research is ''Condorcet STV''. The Condorcet Method is frequently used for single-seat elections, and works by discovering which candidate would beat all others in individual pairwise elections. Condorcet STV extends this idea to multi-seat elections by discovering which ''slate'' beats all others. The ballot allows two or more candidates to be ranked equally, thus potentially making the ballot easier for voters to use—in the degenerate case, voters could use an approval ballot. The great disadvantage is that, like Meek's method, Condorcet STV must be calculated by computer, but unlike Meek, Condorcet STV is computationally too expensive for real-world elections. Research is ongoing to find ways to optimize the algorithm, and it is likely that by the time of the next election, it will be possible to use Condorcet STV if the Board so desires.

Board meeting Minutes

2013-04-01T09:46:29Z

Wbilancio:

This page is a list of links pointing at Minutes of the Board of the League of Professional System Administrators (LOSPA) in chronological order.

The first Board of what is now LOPSA was elected in Spring 2005 by the members of The System Administrators' Guild (SAGE), which had been a Special Technical Group (STG) of USENIX. The intent was to have this Board manage the planned spin-off of SAGE from its USENIX parent. In November 2005, this plan was changed, and this new organization's name was changed to '''The League of Professional System Administrators'''. At various times during this entire process, this Board's work was referred to by USENIX and itself as '''SAGE''' or '''newSAGE'''. The meaning of '''SAGE''' in the minutes should be apparent from context.

Per the [[LOPSA Policies/Minutes dissemination|policy on minutes dissemination]], publication of minutes may occur up to 30 days after approval, but will ordinarily happen sooner.

Redactions, when present, will be clearly labeled (see the [[LOPSA Policies/Minutes dissemination|policy]] for more about redactions).

See also the older '''[[Interim Board meeting Minutes]]'''.

== 2013 ==
* {{m|11 Mar 2013}}
* {{m|25 Feb 2013}}
* {{m|11 Feb 2013}}
* {{m|28 Jan 2013}}
* {{m|14 Jan 2013}}
== 2012 ==
* {{m|17 Dec 2012}}
* 3 Dec Minutes waiting approval
* {{m|19 Nov 2012}}
* {{m|5 Nov 2012}}
* {{m|22 Oct 2012}}
* {{m|8 Oct 2012}}
* {{m|24 Sep 2012}}
* {{m|10 Sep 2012}}
* {{m|25-26 Aug 2012}}
* {{m|25 Aug 2012}}
* {{m|13 Aug 2012}}
* {{m|30 July 2012}}
* {{m|16 July 2012}}
* {{m|2 July 2012}}
* {{m|18 Jun 2012}}
* {{m|4 Jun 2012}}
* {{m|21 May 2012}}
* {{m|7 May 2012}}
* {{m|23 Apr 2012}}
* {{m|9 Apr 2012}}
* {{m|26 Mar 2012}}
* {{m|12 Mar 2012}}
* {{m|27 Feb 2012}}
* {{m|13 Feb 2012}}
* {{m|30 Jan 2012}}
* {{m|16 Jan 2012}}
* {{m|2 Jan 2012}}

== 2011 ==
* {{m|19 Dec 2011}}
* {{m|5 Dec 2011}} - held at LISA XXV
* {{m|21 Nov 2011}}
* {{m|7 Nov 2011}}
* {{m|24 Oct 2011}}
* {{m|10 Oct 2011}}
* {{m|26 Sept 2011}}
* {{m|12 Sept 2011}}
* {{m|29 Aug 2011}}
* {{m|13-14 Aug 2011}}
* {{m|13 Aug 2011}}
* {{m|8 Aug 2011}}
* {{m|25 July 2011}}
* {{m|11 July 2011}}
* {{m|27 June 2011}}
* {{m|13 June 2011}}
* {{m|6 June 2011}}
* {{m|16 May 2011}}
* {{m|2 May 2011}}
* {{m|18 April 2011}}
* No meeting on April 4th due to lack of quorum
* {{m|21 March 2011}}
* {{m|7 March 2011}}
* {{m|21 February 2011}}
* {{m|7 February 2011}}
* {{m|24 January 2011}}
* {{m|10 January 2011}}

== 2010 ==
* no meeting on 27 December 2010 due to holiday-related business
* {{m|13 December 2010}}
* {{m|29 November 2010}}
* {{m|15 November 2010}}
* {{m|1 November 2010}}
* {{m|18 October 2010}}
* {{m|4 October 2010}}
* face to face meeting 18-19 Sept 2010, minutes will be posted soon
* {{m|6 September 2010}}
* {{m|23 August 2010}}
* {{m|9 August 2010}}
* {{m|26 July 2010}}
* {{m|12 July 2010}}
* {{m|28 June 2010}}
* {{m|14 June 2010}}
* {{m|1 June 2010}}
* {{m|18 May 2010}}
* {{m|4 May 2010}}
* no meeting on 20 April 2010 due to sickness of board members
* {{m|6 April 2010}}
* {{m|23 March 2010}}
* {{m|16 March 2010}}
* {{m|9 March 2010}}
* {{m|23 February 2010}}
* {{m|16 February 2010}}
* {{m|9 February 2010}}
* no meeting on 26 January 2010 due to lack of quorum

* {{m|12 January 2010}}

== 2009 ==
* {{m|15 December 2009}}
* {{m|1 December 2009}}
* {{m|17 November 2009}}
* {{m|20 October 2009}}
* {{m|22 September 2009}}
* {{m|8 September 2009}}
* {{m|25 August 2009}}
* {{m|9 August 2009}}
* {{m|24 June 2009}}
* {{m|10 June 2009}}
* {{m|27 May 2009}}
* {{m|22 April 2009}}
* {{m|25 March 2009}}
* {{m|11 March 2009}}
* {{m|2 February 2009}}
* {{m|19 January 2009}}
* {{m|5 January 2009}}

== 2008 ==
* {{m|8 December 2008}}
* {{m|24 November 2008}}
* {{m|10 November 2008}}
* {{m|27 October 2008}}
* {{m|13 October 2008}}
* {{m|2 October 2008}}
* {{m|28 September 2008}}
* {{m|15 September 2008}}
* {{m|4 August 2008}}
* {{m|7 July 2008}}
* {{m|9 June 2008}}
* {{m|12 May 2008}}
* {{m|28 April 2008}}
* {{m|14 April 2008}}
* {{m|31 March 2008}}
* {{m|17 March 2008}}
* {{m|3 March 2008}}
* {{m|18 February 2008}}
* {{m|4 February 2008}}
* {{m|21 January 2008}}
* {{m|7 January 2008}}

== 2007 ==
* {{m|18 December 2007}}
* {{m|4 December 2007}}
* {{m|20 November 2007}}
* {{m|6 November 2007}}
* {{m|23 October 2007}}
* ''note: no meeting occurred on 9 October 2007''
* {{m|25 September 2007}}
* {{m|11 September 2007}}
* {{m|28 August 2007}}
* {{m|14 August 2007}}
* {{m|5 August 2007}}
* ''note: no meeting occurred on 30 July 2007''
* {{m|23 July 2007}}
* {{m|16 July 2007}}
* {{m|9 July 2007}}
* {{m|2 July 2007}}
* ''note: no meeting occurred on 25 June 2007''
* {{m|18 June 2007}}
* {{m|11 June 2007}}
* {{m|4 June 2007}}
* ''note: no meeting occurred on 28 May 2007''
* {{m|21 May 2007}}
* {{m|14 May 2007}}
* {{m|7 May 2007}}
* {{m|30 April 2007}}
* {{m|23 April 2007}}
* {{m|16 April 2007}}
* {{m|9 April 2007}}
* {{m|2 April 2007}}
* {{m|26 March 2007}}
* {{m|19 March 2007}}
* {{m|12 March 2007}}
* ''note: no meeting occurred on 5 March 2007''
* {{m|26 February 2007}}
* {{m|19 February 2007}}
* {{m|12 February 2007}}
* {{m|5 February 2007}}
* {{m|29 January 2007}}
* ''the 22 January 2007 meeting did not achieve quorum''
* {{m|15 January 2007}}
* {{m|8 January 2007}}

== 2006 ==
* ''note: no meeting on 25 December 2006"
* {{m| 18 December 2006}}
* {{m| 11 December 2006}}
* ''note: no meeting on 4 December 2006''
* {{m| 27 November 2006}}
* {{m| 20 November 2006}}
* {{m| 13 November 2006}}
* {{m| 8 November 2006}}
* {{m| 23 October 2006}}
* ''note: no meeting on 16 October 2006''
* {{m| 9 October 2006}}
* {{m| 2 October 2006}}
* {{m| 25 September 2006}}
* {{m| 18 September 2006}}
* {{m| 11 September 2006}}
* ''note: no meeting on 4 September 2006''
* {{m| 28 August 2006}}
* {{m| 21 August 2006}}
* ''note: no meeting on 14 August 2006''
* {{m| 7 August 2006}}
* {{m| 31 July 2006}}
* {{m| 24 July 2006}}
* {{m| 17 July 2006}}
* {{m| 10 July 2006}}
* {{m| 26 June 2006}}
* {{m| 19 June 2006}}
* {{m| 12 June 2006}}
* {{m| 29 May 2006}}
* ''Minutes of 15 May 2006 are pending Board action.''
* ''Minutes of 1 May 2006 are pending Board action.''
* {{m| 24 April 2006}}
* {{m| 19 April 2006}}
* {{m| 10 April 2006}}
* {{m| 3 April 2006}}
* {{m| 27 March 2006}}
* {{m| 20 March 2006}}
* {{m| 13 March 2006}}
* {{m| 6 March 2006}}
* {{m|27 February 2006}}
* {{m|20 February 2006}}
* {{m|13 February 2006}}
* {{m|6 February 2006}}
* {{m|30 January 2006}}
* {{m|23 January 2006}}
* {{m|16 January 2006}}
* {{m|9 January 2006}}
* {{m|4 January 2006}}

== 2005 ==
* {{m|19 December 2005}}
* {{m|12 December 2005}}
* {{m|6 December 2005}}
* [[/4 December 2005|4 December 2005]]
* [[/28 November 2005|28 November 2005]]
* [[/21 November 2005|21 November 2005]]
* [[/14 November 2005|14 November 2005]]
* [[/7 November 2005|7 November 2005]]
* [[/3 November 2005|3 November 2005]]
* [[/31 October 2005|31 October 2005]]
* [[/24 October 2005|24 October 2005]]
* [[/17 October 2005|17 October 2005]]
* [[/10 October 2005|10 October 2005]]
* [[/3 October 2005|3 October 2005]]
* [[/26 September 2005|26 September 2005]]
* [[/19 September 2005|19 September 2005]]
* [[/12 September 2005|12 September 2005]]
* [[/7 September 2005|7 September 2005]]
* [[/29 August 2005|29 August 2005]]
* [[/22 August 2005|22 August 2005]]
* [[/15 August 2005|15 August 2005]]
* [[/8 August 2005|8 August 2005]]
* [[/4 August 2005|4 August 2005]]
* [[/31 July 2005|31 July 2005]]

== About the redactions ==
Some of the minutes have redacted versions. The redactions are given in the form:

:This sentence includes <strike>words to be redacted</strike> ''{4 words redacted; reason for redaction}''.

The above sentence would read:

:This sentence includes ''{4 words redacted; reason for redaction}''.

The reasons for redaction are:
# Personnel mentioned by name
# Business sensitivity
# Third party mentioned by name

Main Page

2012-12-03T00:42:03Z

Wbilancio: /* Board of Directors Election Results */

= LOPSA Governance Documents =

This site contains documents released by the Board of Directors of the League of Professional System Administrators to its members and the public.

__NOTOC__
== News ==
* [https://lopsa.org/lopsagram LOPSA Memo to Members archive (LOPSAGram)]
* [[Minutes | LOPSA Board meeting Minutes]]

== Sponsorship ==
* [http://lopsa.org/Sponsorships LOPSA Sponsorship Levels and Benefits]

== Governance documents ==
* [[LOPSA Bylaws]]
* [[LOPSA Policies]]
* [[2005 Financial Statement]]

== Board of Directors Election Results ==

* [[2012 Election Results]]
* [[2011 Election Results]]
* [[2009 Election Results]]
* [[2007 Election Results]]
* [[2005 Election Results]]

An [[2005 Candidates' Info Packet|information packet]] was provided to candidates and the public prior to the election.

{{blockquote}}
'''NOTE:''' This site is ''not'' sponsored by SAGE or the USENIX Association. Use of the word "SAGE" in this site is largely historical. We will be removing inappropriate references to "SAGE" shortly.
{{end blockquote}}

2012 Election Results

2012-12-03T00:41:00Z

Wbilancio:

Reformatted from the post to [https://lopsa.org/content/2012-election-lopsa-board-directors-has-concluded https://lopsa.org/content/2012-election-lopsa-board-directors-has-concluded]:

The following candidates are elected to a two-year term:

'''Matt Disney, John Boris, Evan Pettrey, Martin Gehrke'''

Our thanks to all of the candidates who set aside time and energy to run, and we want to take this moment to congratulate our new Board members.

We would also like to thank LOPSA member Matt Okeson-Harlow for the election infrastructure. As well, we would like to thank all of the LOPSA members who took time out of their schedule to vote in this election.

LOPSA as an organization is dedicated to transparency in all matters of the organization. Per Bylaws and custom, the raw vote file and instructions for reproducing the results are always published with the official announcement. Due to the withdrawal of one candidate, we are adding specific notes on how this situation was handled for this election.

The Leadership Committee

Below are:
__TOC__

== Notes on the Election ==

'''Withdrawal of Candidate after pools opened'''
------------------------
One candidate (Kent Brodie) withdrew (via email to the Leadership Committee) on the last day of the election about 12 hours before the closing of the polls. The Bylaws are silent on this situation, so the Leadership Committee determined that we should follow the regular election process to the end, and then eliminate this candidate from the election results, promoting the 5th place candidate if necessary.

The election results before removing Kent are as follows (not in order of election) : Matt Disney, Kent Brodie, John Boris, and Evan Pettre. See Note (2) below. Removing Kent Brodie from the results promotes Martin Gehrke as the 4th Board member to be elected.

'''Announcement of Official Election Results'''
-------------------------
There was a process failure at the Leadership Committee: there should have been an email to Members shortly after the polls closed that (re)announced the schedule for official publication of the results. This email was NOT sent. Additionally, the schedule for announcement of official results should have been part of the written and published election calendar. Both issues have been addressed for future elections.

We would also like to thank Matt Okeson-Harlow for the election infrastructure, Andrew Hume for acting as the independent monitor, and all the LOPSA members that voted. This election had one of our highest turnouts to date.

We present below the report of the independent monitor, Andrew Hume.

The Leadership Committee

== Reproducing the raw results ==

;Software: [http://stv.sourceforge.net/ OpenSTV v1.6.1 from Sourceforge.]
;Election title: LOPSA Vote 2012
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 126
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 126
'''5 candidate running for 4 seats.'''

{| {{prettytable}}
!Round 1:
| Candidate Matt Disney '''elected'''.
|--
!Round 2:
| Candidate John Boris, Evan Pettrey '''elected'''.
|--
!Round 3:
| Transferring surplus votes.
|--
!Rounds 4:
| Candidate Kent Brodie '''elected'''.
The election is over since all seats are filled.
|}

'''Winners are Matt Disney, John Boris, Evan Pettrey, Kent Brodie.'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:
<pre>
======= 3 the raw vote file ================

$ cat LOPSAElection2012.blt
5 4
1 3 1 2 4 0
1 4 3 1 5 2 0
1 5 4 3 1 2 0
1 5 3 1 4 2 0
1 1 2 5 3 4 0
1 1 3 2 4 5 0
1 1 2 5 4 3 0
1 1 3 4 5 2 0
1 1 4 2 3 5 0
1 1 4 3 2 5 0
1 3 1 5 0
1 3 4 1 5 2 0
1 1 4 0
1 1 3 4 5 2 0
1 1 4 3 5 2 0
1 4 3 1 5 2 0
1 5 1 4 3 2 0
1 1 5 4 3 2 0
1 1 2 3 4 5 0
1 1 5 4 3 2 0
1 1 2 4 3 5 0
1 4 3 2 0
1 5 1 4 2 3 0
1 5 3 2 4 1 0
1 1 5 2 4 0
1 4 1 5 2 3 0
1 1 3 4 2 5 0
1 1 4 2 5 3 0
1 4 5 3 2 1 0
1 2 4 5 1 3 0
1 3 4 1 5 2 0
1 1 4 5 2 3 0
1 5 4 1 2 3 0
1 4 2 5 1 3 0
1 1 2 4 5 3 0
1 1 2 4 5 0
1 1 2 4 3 5 0
1 4 3 1 5 2 0
1 1 0
1 1 2 5 4 3 0
1 1 0
1 1 3 4 5 2 0
1 1 2 5 4 0
1 1 3 2 5 4 0
1 1 4 3 5 2 0
1 1 2 5 3 4 0
1 4 3 5 1 2 0
1 4 5 2 1 3 0
1 3 2 1 4 5 0
1 1 3 5 0
1 1 5 2 4 3 0
1 1 2 3 4 5 0
1 1 4 2 5 3 0
1 1 0
1 2 3 4 1 5 0
1 3 1 4 5 2 0
1 4 1 2 5 3 0
1 3 1 2 4 5 0
1 2 0
1 1 2 4 3 5 0
1 1 3 2 5 4 0
1 1 3 4 5 2 0
1 1 4 5 3 2 0
1 1 2 4 5 3 0
1 1 5 4 3 2 0
1 1 4 5 2 3 0
1 4 1 5 3 2 0
1 1 3 2 4 0
1 2 1 4 3 5 0
1 4 2 5 0
1 4 5 1 3 2 0
1 3 1 4 2 5 0
1 1 4 3 5 2 0
1 2 5 4 3 1 0
1 1 2 4 3 5 0
1 2 1 4 3 5 0
1 1 5 4 2 3 0
1 1 2 4 5 3 0
1 1 2 4 5 3 0
1 1 3 5 4 2 0
1 1 2 5 4 3 0
1 5 4 3 1 2 0
1 1 5 4 2 3 0
1 1 3 4 2 5 0
1 5 2 4 0
1 1 4 5 3 2 0
1 1 4 5 2 0
1 1 2 5 3 4 0
1 1 3 0
1 5 0
1 1 3 4 2 5 0
1 1 3 5 2 4 0
1 1 3 0
1 1 3 4 5 2 0
1 1 3 4 5 2 0
1 4 5 1 2 3 0
1 1 3 2 4 5 0
1 5 1 4 2 3 0
1 1 4 2 5 3 0
1 5 1 4 2 3 0
1 2 1 0
1 4 3 5 1 2 0
1 1 0
1 2 5 4 0
1 4 5 3 0
1 1 4 3 2 5 0
1 4 5 3 1 2 0
1 5 2 4 1 3 0
1 4 2 1 5 3 0
1 3 1 0
1 1 3 5 4 2 0
1 3 1 4 5 2 0
1 1 3 5 4 2 0
1 4 1 3 2 5 0
1 2 3 1 5 4 0
1 1 2 5 4 3 0
1 4 3 5 1 2 0
1 4 5 1 3 2 0
1 5 2 4 1 3 0
1 1 2 4 3 5 0
1 3 5 1 2 4 0
1 2 1 5 3 4 0
1 4 3 1 2 5 0
1 1 4 5 2 3 0
1 1 3 4 2 5 0
1 5 3 4 1 2 0
0
"Matt Disney"
"Kent Brodie"
"John Boris"
"Evan Pettrey"
"Martin Gehrke"
"LOPSA Vote 2012"
</pre>

2012 Election Results

2012-12-03T00:40:19Z

Wbilancio: Created page with "Reformatted from the post to [https://lopsa.org/content/2011-election-results-official https://lopsa.org/content/2011-election-results-official]: The following candidates are e..."

Reformatted from the post to [https://lopsa.org/content/2011-election-results-official https://lopsa.org/content/2011-election-results-official]:

The following candidates are elected to a two-year term:

'''Matt Disney, John Boris, Evan Pettrey, Martin Gehrke'''

Our thanks to all of the candidates who set aside time and energy to run, and we want to take this moment to congratulate our new Board members.

We would also like to thank LOPSA member Matt Okeson-Harlow for the election infrastructure. As well, we would like to thank all of the LOPSA members who took time out of their schedule to vote in this election.

LOPSA as an organization is dedicated to transparency in all matters of the organization. Per Bylaws and custom, the raw vote file and instructions for reproducing the results are always published with the official announcement. Due to the withdrawal of one candidate, we are adding specific notes on how this situation was handled for this election.

The Leadership Committee

Below are:
__TOC__

== Notes on the Election ==

'''Withdrawal of Candidate after pools opened'''
------------------------
One candidate (Kent Brodie) withdrew (via email to the Leadership Committee) on the last day of the election about 12 hours before the closing of the polls. The Bylaws are silent on this situation, so the Leadership Committee determined that we should follow the regular election process to the end, and then eliminate this candidate from the election results, promoting the 5th place candidate if necessary.

The election results before removing Kent are as follows (not in order of election) : Matt Disney, Kent Brodie, John Boris, and Evan Pettre. See Note (2) below. Removing Kent Brodie from the results promotes Martin Gehrke as the 4th Board member to be elected.

'''Announcement of Official Election Results'''
-------------------------
There was a process failure at the Leadership Committee: there should have been an email to Members shortly after the polls closed that (re)announced the schedule for official publication of the results. This email was NOT sent. Additionally, the schedule for announcement of official results should have been part of the written and published election calendar. Both issues have been addressed for future elections.

We would also like to thank Matt Okeson-Harlow for the election infrastructure, Andrew Hume for acting as the independent monitor, and all the LOPSA members that voted. This election had one of our highest turnouts to date.

We present below the report of the independent monitor, Andrew Hume.

The Leadership Committee

== Reproducing the raw results ==

;Software: [http://stv.sourceforge.net/ OpenSTV v1.6.1 from Sourceforge.]
;Election title: LOPSA Vote 2012
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 126
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 126
'''5 candidate running for 4 seats.'''

{| {{prettytable}}
!Round 1:
| Candidate Matt Disney '''elected'''.
|--
!Round 2:
| Candidate John Boris, Evan Pettrey '''elected'''.
|--
!Round 3:
| Transferring surplus votes.
|--
!Rounds 4:
| Candidate Kent Brodie '''elected'''.
The election is over since all seats are filled.
|}

'''Winners are Matt Disney, John Boris, Evan Pettrey, Kent Brodie.'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:
<pre>
======= 3 the raw vote file ================

$ cat LOPSAElection2012.blt
5 4
1 3 1 2 4 0
1 4 3 1 5 2 0
1 5 4 3 1 2 0
1 5 3 1 4 2 0
1 1 2 5 3 4 0
1 1 3 2 4 5 0
1 1 2 5 4 3 0
1 1 3 4 5 2 0
1 1 4 2 3 5 0
1 1 4 3 2 5 0
1 3 1 5 0
1 3 4 1 5 2 0
1 1 4 0
1 1 3 4 5 2 0
1 1 4 3 5 2 0
1 4 3 1 5 2 0
1 5 1 4 3 2 0
1 1 5 4 3 2 0
1 1 2 3 4 5 0
1 1 5 4 3 2 0
1 1 2 4 3 5 0
1 4 3 2 0
1 5 1 4 2 3 0
1 5 3 2 4 1 0
1 1 5 2 4 0
1 4 1 5 2 3 0
1 1 3 4 2 5 0
1 1 4 2 5 3 0
1 4 5 3 2 1 0
1 2 4 5 1 3 0
1 3 4 1 5 2 0
1 1 4 5 2 3 0
1 5 4 1 2 3 0
1 4 2 5 1 3 0
1 1 2 4 5 3 0
1 1 2 4 5 0
1 1 2 4 3 5 0
1 4 3 1 5 2 0
1 1 0
1 1 2 5 4 3 0
1 1 0
1 1 3 4 5 2 0
1 1 2 5 4 0
1 1 3 2 5 4 0
1 1 4 3 5 2 0
1 1 2 5 3 4 0
1 4 3 5 1 2 0
1 4 5 2 1 3 0
1 3 2 1 4 5 0
1 1 3 5 0
1 1 5 2 4 3 0
1 1 2 3 4 5 0
1 1 4 2 5 3 0
1 1 0
1 2 3 4 1 5 0
1 3 1 4 5 2 0
1 4 1 2 5 3 0
1 3 1 2 4 5 0
1 2 0
1 1 2 4 3 5 0
1 1 3 2 5 4 0
1 1 3 4 5 2 0
1 1 4 5 3 2 0
1 1 2 4 5 3 0
1 1 5 4 3 2 0
1 1 4 5 2 3 0
1 4 1 5 3 2 0
1 1 3 2 4 0
1 2 1 4 3 5 0
1 4 2 5 0
1 4 5 1 3 2 0
1 3 1 4 2 5 0
1 1 4 3 5 2 0
1 2 5 4 3 1 0
1 1 2 4 3 5 0
1 2 1 4 3 5 0
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1 1 2 4 5 3 0
1 1 2 4 5 3 0
1 1 3 5 4 2 0
1 1 2 5 4 3 0
1 5 4 3 1 2 0
1 1 5 4 2 3 0
1 1 3 4 2 5 0
1 5 2 4 0
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1 1 4 5 2 0
1 1 2 5 3 4 0
1 1 3 0
1 5 0
1 1 3 4 2 5 0
1 1 3 5 2 4 0
1 1 3 0
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1 1 3 4 5 2 0
1 4 5 1 2 3 0
1 1 3 2 4 5 0
1 5 1 4 2 3 0
1 1 4 2 5 3 0
1 5 1 4 2 3 0
1 2 1 0
1 4 3 5 1 2 0
1 1 0
1 2 5 4 0
1 4 5 3 0
1 1 4 3 2 5 0
1 4 5 3 1 2 0
1 5 2 4 1 3 0
1 4 2 1 5 3 0
1 3 1 0
1 1 3 5 4 2 0
1 3 1 4 5 2 0
1 1 3 5 4 2 0
1 4 1 3 2 5 0
1 2 3 1 5 4 0
1 1 2 5 4 3 0
1 4 3 5 1 2 0
1 4 5 1 3 2 0
1 5 2 4 1 3 0
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1 3 5 1 2 4 0
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1 1 3 4 2 5 0
1 5 3 4 1 2 0
0
"Matt Disney"
"Kent Brodie"
"John Boris"
"Evan Pettrey"
"Martin Gehrke"
"LOPSA Vote 2012"
</pre>

Main Page

2012-12-03T00:19:42Z

Wbilancio: /* News */

= LOPSA Governance Documents =

This site contains documents released by the Board of Directors of the League of Professional System Administrators to its members and the public.

__NOTOC__
== News ==
* [https://lopsa.org/lopsagram LOPSA Memo to Members archive (LOPSAGram)]
* [[Minutes | LOPSA Board meeting Minutes]]

== Sponsorship ==
* [http://lopsa.org/Sponsorships LOPSA Sponsorship Levels and Benefits]

== Governance documents ==
* [[LOPSA Bylaws]]
* [[LOPSA Policies]]
* [[2005 Financial Statement]]

== Board of Directors Election Results ==

* [[2011 Election Results]]
* [[2009 Election Results]]
* [[2007 Election Results]]
* [[2005 Election Results]]

An [[2005 Candidates' Info Packet|information packet]] was provided to candidates and the public prior to the election.

{{blockquote}}
'''NOTE:''' This site is ''not'' sponsored by SAGE or the USENIX Association. Use of the word "SAGE" in this site is largely historical. We will be removing inappropriate references to "SAGE" shortly.
{{end blockquote}}

Main Page

2012-12-03T00:19:23Z

Wbilancio: /* News */

= LOPSA Governance Documents =

This site contains documents released by the Board of Directors of the League of Professional System Administrators to its members and the public.

__NOTOC__
== News ==
* [https://lopsa.org/lopsagram LOPSA Memo to Members archive (LOPSAGrame)]
* [[Minutes | LOPSA Board meeting Minutes]]

== Sponsorship ==
* [http://lopsa.org/Sponsorships LOPSA Sponsorship Levels and Benefits]

== Governance documents ==
* [[LOPSA Bylaws]]
* [[LOPSA Policies]]
* [[2005 Financial Statement]]

== Board of Directors Election Results ==

* [[2011 Election Results]]
* [[2009 Election Results]]
* [[2007 Election Results]]
* [[2005 Election Results]]

An [[2005 Candidates' Info Packet|information packet]] was provided to candidates and the public prior to the election.

{{blockquote}}
'''NOTE:''' This site is ''not'' sponsored by SAGE or the USENIX Association. Use of the word "SAGE" in this site is largely historical. We will be removing inappropriate references to "SAGE" shortly.
{{end blockquote}}

LOPSA Bylaws

2012-06-20T18:24:17Z

Wbilancio: /* Article 6. Board Meetings */

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|10 January 2011}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the original Director Term of an individual Board member based on their original election to the Board, or, in the event that they are a replacement appointee, the Director Term of the Board member they are a replacement for.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held annually, in June, for the portion of the Board members whose terms are expiring.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

== Article 7. Officers ==
The Officers of the Association shall be: (a) the President, (b) the Vice-President, (c) the Secretary, and (d) the Treasurer.

==== President ====

The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

==== Vice-President ====

The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

==== Secretary ====

The Secretary shall ensure that all records are maintained and that all member communications are conducted in accordance with the Rules of the Association.

The Secretary shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

==== Treasurer ====

The Treasurer shall ensure that all books and financial records are maintained and shall prepare an annual financial report for the Association. The Treasurer shall file all statements and reports required of the Association in a timely manner.

The Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Board Term Conversion Arrangements ==

Articles in this section override all other sections of these Bylaws.

To facilitate the conversion from co-terminating Board Terms to a staggered Board Term, the following conditions apply to the June 2011 Election Cycle:

* There shall be (5) two-year Terms, and (4) one-year Terms.
* Under the Single Transferable Vote method, the first five winners of Board Seats shall be awarded the two-year terms. The remaining four Directors shall be awarded the one-year terms.
* This shall be implemented, programatically, by running a STV election run for a Board consisting of five members, to determine the two-year term winners. It shall then be run, as normal, for a Board consisting of nine members, with the additional winners being awarded the one year terms.
* It is implemented in this fashion to allow the STV system to account for "ties" where two Directors are both eligible for positions in the same round of run-offs."

LOPSA Bylaws

2012-06-20T18:23:06Z

Wbilancio: /* Article 7. Officers */

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|10 January 2011}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the original Director Term of an individual Board member based on their original election to the Board, or, in the event that they are a replacement appointee, the Director Term of the Board member they are a replacement for.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held annually, in June, for the portion of the Board members whose terms are expiring.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

=== Article 7. Officers ===
The Officers of the Association shall be: (a) the President, (b) the Vice-President, (c) the Secretary, and (d) the Treasurer.

==== President ====

The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

==== Vice-President ====

The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

==== Secretary ====

The Secretary shall ensure that all records are maintained and that all member communications are conducted in accordance with the Rules of the Association.

The Secretary shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

==== Treasurer ====

The Treasurer shall ensure that all books and financial records are maintained and shall prepare an annual financial report for the Association. The Treasurer shall file all statements and reports required of the Association in a timely manner.

The Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Board Term Conversion Arrangements ==

Articles in this section override all other sections of these Bylaws.

To facilitate the conversion from co-terminating Board Terms to a staggered Board Term, the following conditions apply to the June 2011 Election Cycle:

* There shall be (5) two-year Terms, and (4) one-year Terms.
* Under the Single Transferable Vote method, the first five winners of Board Seats shall be awarded the two-year terms. The remaining four Directors shall be awarded the one-year terms.
* This shall be implemented, programatically, by running a STV election run for a Board consisting of five members, to determine the two-year term winners. It shall then be run, as normal, for a Board consisting of nine members, with the additional winners being awarded the one year terms.
* It is implemented in this fashion to allow the STV system to account for "ties" where two Directors are both eligible for positions in the same round of run-offs."

2011 Election Results

2012-06-03T23:39:15Z

Wbilancio:

Reformatted from the post to [https://lopsa.org/content/2011-election-results-official https://lopsa.org/content/2011-election-results-official]:

<pre>
The election for the 2011-2012 LOPSA Board of Directors has concluded.

The following candidates are elected to two year (transitional) terms:
William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich

The following candidates are elected to one year terms:
Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre

Our thanks to all the candidates who set aside time and energy to run,
and congratulations to our new Board members.

We would also like to thank Matt Okeson-Harlow for the election
infrastructure, Andrew Hume for acting as the independent monitor, and
all the LOPSA members that voted. This election had one of our
highest turnouts to date.

We present below the report of the independent monitor, Andrew Hume.

The Leadership Committee
</pre>
__TOC__
== Tabulation ==

;Software: [http://stv.sourceforge.net/ OpenSTV v1.6.1 from Sourceforge.]
;Election title: LOPSA Vote 2011
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 133
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 133
'''14 candidate running for 9 seats.'''

{| {{prettytable}}
!Round 1:
| Candidates William Bilancio, Chris 'Ski' Kacoroski, and Jesse Trucks '''elected'''.
|--
!Round 2:
| Candidate Philip Kizer '''elected'''.
|--
!Round 3:
| Candidates Dan Rich '''elected'''.
|--
!Round 4-6:
| Transferring surplus votes.
|--
!Rounds 7:
| Candidate Matt Disney '''elected'''.
|--
!Round 8-10:
| Transferring surplus votes.
|--
!Round 11:
| Candidates Nadine Miller and Lois Bennett '''elected'''.
|--
!Round 12:
| Candidate Chris St. Pierre '''elected'''.<br>
The election is over since all seats are filled.
|}

'''Winners are William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich, Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre .'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:

14 1
1 6 13 4 3 7 5 9 12 14 11 2 1 10 8 0
1 4 1 6 9 2 13 8 0
1 13 0
1 4 6 1 13 10 3 8 11 2 14 7 5 12 9 0
1 4 13 8 1 11 6 14 3 12 5 7 2 9 10 0
1 13 1 11 3 10 14 4 9 0
1 14 13 7 10 6 9 4 1 3 0
1 13 1 14 7 4 0
1 13 8 1 4 5 0
1 6 13 14 0
1 2 13 7 3 8 4 14 6 1 5 10 9 12 11 0
1 7 13 14 5 3 4 8 0
1 6 10 1 4 9 14 0
1 13 14 4 12 9 5 7 3 2 8 1 10 6 11 0
1 1 6 14 11 0
1 8 10 1 4 14 11 7 5 0
1 3 1 14 6 5 7 2 13 9 11 8 12 10 4 0
1 3 4 0
1 8 10 6 1 5 3 9 12 7 4 2 11 14 13 0
1 8 7 6 14 11 13 10 1 3 4 5 2 9 12 0
1 11 6 1 4 3 12 0
1 6 11 1 4 13 7 14 8 2 0
1 5 1 13 4 6 14 8 11 3 10 2 12 7 9 0
1 6 11 13 1 4 5 0
1 13 1 6 14 5 11 9 12 4 0
1 13 14 0
1 2 13 12 6 14 0
1 1 11 7 13 0
1 11 14 13 1 3 0
1 4 8 13 0
1 1 6 4 13 8 0
1 7 4 6 14 3 0
1 1 6 11 3 8 14 7 13 4 5 10 9 2 12 0
1 1 13 7 4 8 11 6 0
1 1 8 11 6 14 13 7 10 0
1 13 14 10 7 6 9 8 4 12 1 11 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 6 14 11 13 4 3 5 12 8 7 9 10 2 0
1 1 7 8 3 6 13 10 5 2 11 9 4 14 12 0
1 1 6 7 4 14 11 13 8 3 0
1 1 7 14 13 6 0
1 4 1 8 13 3 11 6 14 2 7 9 0
1 5 6 3 13 0
1 11 10 2 6 1 13 8 0
1 6 0
1 1 7 8 6 4 14 3 13 10 5 11 2 12 9 0
1 8 1 3 7 4 2 13 11 6 5 9 10 14 12 0
1 13 11 9 8 6 3 10 4 14 12 2 7 1 5 0
1 13 4 11 3 7 1 2 10 6 14 9 5 12 8 0
1 13 1 7 14 11 6 4 10 3 0
1 13 0
1 13 1 3 11 7 8 5 6 12 4 14 9 2 10 0
1 9 13 1 4 7 14 3 10 8 6 12 5 11 2 0
1 1 4 14 11 13 6 7 8 0
1 1 9 4 6 3 11 13 14 7 0
1 1 10 8 7 13 5 4 3 11 14 12 0
1 13 14 6 0
1 9 13 7 5 10 4 6 8 1 0
1 7 8 4 1 11 10 6 5 3 0
1 1 11 13 8 6 4 7 14 9 3 0
1 14 7 12 4 11 10 1 3 13 6 8 5 2 9 0
1 13 3 14 8 11 7 4 6 1 9 10 0
1 6 13 1 5 9 8 11 7 4 10 3 14 12 2 0
1 11 5 6 12 14 13 8 1 4 2 3 7 10 9 0
1 3 6 11 13 1 5 10 4 7 8 2 9 14 12 0
1 3 13 8 14 0
1 10 4 3 11 1 5 14 9 6 0
1 13 14 5 1 11 3 12 9 4 8 7 6 2 10 0
1 4 1 13 3 14 11 8 5 7 0
1 7 4 8 3 12 2 0
1 13 1 11 4 8 3 14 6 2 10 7 12 9 5 0
1 8 7 13 2 1 6 3 14 11 4 9 12 5 10 0
1 3 9 8 1 5 10 6 11 14 2 4 7 13 12 0
1 1 8 11 9 3 7 4 2 6 5 12 10 14 13 0
1 3 1 7 4 14 13 11 8 6 0
1 7 13 14 1 8 3 11 10 0
1 1 8 13 7 6 0
1 1 10 13 11 3 4 14 5 7 0
1 6 4 3 14 11 1 10 2 8 9 13 7 5 12 0
1 10 13 7 1 8 4 11 14 6 12 9 5 3 2 0
1 6 11 13 9 5 4 3 8 1 0
1 6 12 8 1 10 3 4 14 9 2 7 5 13 11 0
1 14 13 4 7 3 11 1 6 0
1 6 1 10 2 7 13 4 8 14 5 9 12 11 3 0
1 8 12 6 0
1 8 5 3 11 7 6 14 13 4 0
1 1 6 11 14 4 0
1 14 13 1 9 4 3 7 6 10 11 8 2 5 12 0
1 13 5 4 7 3 8 10 0
1 6 7 1 13 4 2 0
1 8 13 14 7 1 4 12 10 6 0
1 1 13 8 7 5 6 10 3 11 14 2 9 12 4 0
1 11 1 8 6 4 13 3 7 14 5 9 10 2 0
1 3 4 0
1 1 13 9 8 11 3 4 10 0
1 3 4 6 5 1 8 13 11 7 2 9 10 14 12 0
1 1 7 6 14 2 10 11 8 4 13 0
1 4 10 8 6 11 3 1 14 12 5 0
1 3 10 4 7 13 14 8 6 11 1 9 12 5 2 0
1 8 13 6 3 1 10 14 0
1 3 1 5 4 7 8 13 14 11 0
1 6 8 1 11 3 4 2 9 14 13 7 10 5 12 0
1 11 13 14 5 7 6 10 2 9 12 4 3 1 8 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 11 6 9 5 14 4 8 13 12 7 10 2 3 0
1 6 13 11 1 4 3 2 0
1 11 9 3 4 6 13 1 8 14 0
1 1 7 0
1 8 6 10 4 1 13 3 7 0
1 14 13 1 4 7 5 6 11 12 9 10 2 3 8 0
1 1 6 11 13 14 8 9 4 7 5 3 2 10 12 0
1 1 8 3 4 9 0
1 10 3 1 5 9 13 8 0
1 6 14 10 13 11 8 3 2 12 9 5 4 7 1 0
1 14 0
1 5 3 4 1 12 13 11 14 7 9 8 0
1 13 1 14 5 3 7 8 2 0
1 8 13 7 14 4 11 6 12 3 2 10 5 9 1 0
1 1 7 11 0
1 13 10 6 11 3 8 9 14 1 2 7 5 12 4 0
1 14 3 11 1 8 13 2 12 7 9 10 4 5 6 0
1 11 6 7 3 0
1 6 12 13 14 11 9 3 5 4 10 1 2 8 7 0
1 1 3 6 4 11 12 7 13 5 10 8 14 2 9 0
1 13 11 1 4 8 9 3 6 10 12 7 5 2 14 0
1 13 1 3 8 11 5 7 14 10 4 9 2 6 12 0
1 6 8 14 10 1 4 5 3 2 7 9 12 13 11 0
1 10 9 11 13 2 3 4 0
1 4 11 6 8 0
1 8 4 13 3 2 0
1 4 3 1 5 8 13 14 6 7 9 10 2 11 12 0
1 7 0
1 13 3 7 14 1 11 4 8 6 0
0
"William Bilancio"
"Patrick Cable"
"Nadine Miller"
"Lois Bennett"
"Kent Brodie"
"Chris 'Ski' Kacoroski"
"Matt Disney"
"Philip Kizer"
"John Boris"
"Richard Chycoski"
"Dan Rich"
"Joe McDonagh"
"Jesse Trucks"
"Chris St. Pierre"
"LOPSA Vote 2011"
</pre>

2011 Election Results

2012-06-03T23:35:35Z

Wbilancio:

Reformatted from the post to [https://lopsa.org/content/2011-election-results-official| https://lopsa.org/content/2011-election-results-official]:

<pre>
The election for the 2011-2012 LOPSA Board of Directors has concluded.

The following candidates are elected to two year (transitional) terms:
William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich

The following candidates are elected to one year terms:
Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre

Our thanks to all the candidates who set aside time and energy to run,
and congratulations to our new Board members.

We would also like to thank Matt Okeson-Harlow for the election
infrastructure, Andrew Hume for acting as the independent monitor, and
all the LOPSA members that voted. This election had one of our
highest turnouts to date.

We present below the report of the independent monitor, Andrew Hume.

The Leadership Committee
</pre>
__TOC__
== Tabulation ==

;Software: [http://stv.sourceforge.net/ OpenSTV v1.6.1 from Sourceforge.]
;Election title: LOPSA Vote 2011
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 133
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 133
'''14 candidate running for 9 seats.'''

{| {{prettytable}}
!Round 1:
| Candidates William Bilancio, Chris 'Ski' Kacoroski, and Jesse Trucks '''elected'''.
|--
!Round 2:
| Candidate Philip Kizer '''elected'''.
|--
!Round 3:
| Candidates Dan Rich '''elected'''.
|--
!Round 4-6:
| Transferring surplus votes.
|--
!Rounds 7:
| Candidate Matt Disney '''elected'''.
|--
!Round 8-10:
| Transferring surplus votes.
|--
!Round 11:
| Candidates Nadine Miller and Lois Bennett '''elected'''.
|--
!Round 12:
| Candidate Chris St. Pierre '''elected'''.<br>
The election is over since all seats are filled.
|}

'''Winners are William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich, Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre .'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:

14 1
1 6 13 4 3 7 5 9 12 14 11 2 1 10 8 0
1 4 1 6 9 2 13 8 0
1 13 0
1 4 6 1 13 10 3 8 11 2 14 7 5 12 9 0
1 4 13 8 1 11 6 14 3 12 5 7 2 9 10 0
1 13 1 11 3 10 14 4 9 0
1 14 13 7 10 6 9 4 1 3 0
1 13 1 14 7 4 0
1 13 8 1 4 5 0
1 6 13 14 0
1 2 13 7 3 8 4 14 6 1 5 10 9 12 11 0
1 7 13 14 5 3 4 8 0
1 6 10 1 4 9 14 0
1 13 14 4 12 9 5 7 3 2 8 1 10 6 11 0
1 1 6 14 11 0
1 8 10 1 4 14 11 7 5 0
1 3 1 14 6 5 7 2 13 9 11 8 12 10 4 0
1 3 4 0
1 8 10 6 1 5 3 9 12 7 4 2 11 14 13 0
1 8 7 6 14 11 13 10 1 3 4 5 2 9 12 0
1 11 6 1 4 3 12 0
1 6 11 1 4 13 7 14 8 2 0
1 5 1 13 4 6 14 8 11 3 10 2 12 7 9 0
1 6 11 13 1 4 5 0
1 13 1 6 14 5 11 9 12 4 0
1 13 14 0
1 2 13 12 6 14 0
1 1 11 7 13 0
1 11 14 13 1 3 0
1 4 8 13 0
1 1 6 4 13 8 0
1 7 4 6 14 3 0
1 1 6 11 3 8 14 7 13 4 5 10 9 2 12 0
1 1 13 7 4 8 11 6 0
1 1 8 11 6 14 13 7 10 0
1 13 14 10 7 6 9 8 4 12 1 11 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 6 14 11 13 4 3 5 12 8 7 9 10 2 0
1 1 7 8 3 6 13 10 5 2 11 9 4 14 12 0
1 1 6 7 4 14 11 13 8 3 0
1 1 7 14 13 6 0
1 4 1 8 13 3 11 6 14 2 7 9 0
1 5 6 3 13 0
1 11 10 2 6 1 13 8 0
1 6 0
1 1 7 8 6 4 14 3 13 10 5 11 2 12 9 0
1 8 1 3 7 4 2 13 11 6 5 9 10 14 12 0
1 13 11 9 8 6 3 10 4 14 12 2 7 1 5 0
1 13 4 11 3 7 1 2 10 6 14 9 5 12 8 0
1 13 1 7 14 11 6 4 10 3 0
1 13 0
1 13 1 3 11 7 8 5 6 12 4 14 9 2 10 0
1 9 13 1 4 7 14 3 10 8 6 12 5 11 2 0
1 1 4 14 11 13 6 7 8 0
1 1 9 4 6 3 11 13 14 7 0
1 1 10 8 7 13 5 4 3 11 14 12 0
1 13 14 6 0
1 9 13 7 5 10 4 6 8 1 0
1 7 8 4 1 11 10 6 5 3 0
1 1 11 13 8 6 4 7 14 9 3 0
1 14 7 12 4 11 10 1 3 13 6 8 5 2 9 0
1 13 3 14 8 11 7 4 6 1 9 10 0
1 6 13 1 5 9 8 11 7 4 10 3 14 12 2 0
1 11 5 6 12 14 13 8 1 4 2 3 7 10 9 0
1 3 6 11 13 1 5 10 4 7 8 2 9 14 12 0
1 3 13 8 14 0
1 10 4 3 11 1 5 14 9 6 0
1 13 14 5 1 11 3 12 9 4 8 7 6 2 10 0
1 4 1 13 3 14 11 8 5 7 0
1 7 4 8 3 12 2 0
1 13 1 11 4 8 3 14 6 2 10 7 12 9 5 0
1 8 7 13 2 1 6 3 14 11 4 9 12 5 10 0
1 3 9 8 1 5 10 6 11 14 2 4 7 13 12 0
1 1 8 11 9 3 7 4 2 6 5 12 10 14 13 0
1 3 1 7 4 14 13 11 8 6 0
1 7 13 14 1 8 3 11 10 0
1 1 8 13 7 6 0
1 1 10 13 11 3 4 14 5 7 0
1 6 4 3 14 11 1 10 2 8 9 13 7 5 12 0
1 10 13 7 1 8 4 11 14 6 12 9 5 3 2 0
1 6 11 13 9 5 4 3 8 1 0
1 6 12 8 1 10 3 4 14 9 2 7 5 13 11 0
1 14 13 4 7 3 11 1 6 0
1 6 1 10 2 7 13 4 8 14 5 9 12 11 3 0
1 8 12 6 0
1 8 5 3 11 7 6 14 13 4 0
1 1 6 11 14 4 0
1 14 13 1 9 4 3 7 6 10 11 8 2 5 12 0
1 13 5 4 7 3 8 10 0
1 6 7 1 13 4 2 0
1 8 13 14 7 1 4 12 10 6 0
1 1 13 8 7 5 6 10 3 11 14 2 9 12 4 0
1 11 1 8 6 4 13 3 7 14 5 9 10 2 0
1 3 4 0
1 1 13 9 8 11 3 4 10 0
1 3 4 6 5 1 8 13 11 7 2 9 10 14 12 0
1 1 7 6 14 2 10 11 8 4 13 0
1 4 10 8 6 11 3 1 14 12 5 0
1 3 10 4 7 13 14 8 6 11 1 9 12 5 2 0
1 8 13 6 3 1 10 14 0
1 3 1 5 4 7 8 13 14 11 0
1 6 8 1 11 3 4 2 9 14 13 7 10 5 12 0
1 11 13 14 5 7 6 10 2 9 12 4 3 1 8 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 11 6 9 5 14 4 8 13 12 7 10 2 3 0
1 6 13 11 1 4 3 2 0
1 11 9 3 4 6 13 1 8 14 0
1 1 7 0
1 8 6 10 4 1 13 3 7 0
1 14 13 1 4 7 5 6 11 12 9 10 2 3 8 0
1 1 6 11 13 14 8 9 4 7 5 3 2 10 12 0
1 1 8 3 4 9 0
1 10 3 1 5 9 13 8 0
1 6 14 10 13 11 8 3 2 12 9 5 4 7 1 0
1 14 0
1 5 3 4 1 12 13 11 14 7 9 8 0
1 13 1 14 5 3 7 8 2 0
1 8 13 7 14 4 11 6 12 3 2 10 5 9 1 0
1 1 7 11 0
1 13 10 6 11 3 8 9 14 1 2 7 5 12 4 0
1 14 3 11 1 8 13 2 12 7 9 10 4 5 6 0
1 11 6 7 3 0
1 6 12 13 14 11 9 3 5 4 10 1 2 8 7 0
1 1 3 6 4 11 12 7 13 5 10 8 14 2 9 0
1 13 11 1 4 8 9 3 6 10 12 7 5 2 14 0
1 13 1 3 8 11 5 7 14 10 4 9 2 6 12 0
1 6 8 14 10 1 4 5 3 2 7 9 12 13 11 0
1 10 9 11 13 2 3 4 0
1 4 11 6 8 0
1 8 4 13 3 2 0
1 4 3 1 5 8 13 14 6 7 9 10 2 11 12 0
1 7 0
1 13 3 7 14 1 11 4 8 6 0
0
"William Bilancio"
"Patrick Cable"
"Nadine Miller"
"Lois Bennett"
"Kent Brodie"
"Chris 'Ski' Kacoroski"
"Matt Disney"
"Philip Kizer"
"John Boris"
"Richard Chycoski"
"Dan Rich"
"Joe McDonagh"
"Jesse Trucks"
"Chris St. Pierre"
"LOPSA Vote 2011"
</pre>

LOPSA Policies/Etiquette Policy

2011-11-20T13:52:15Z

Wbilancio: /* Purpose and scope */

{{policy|Etiquette Policy}}

{{policy approved|20 August 2010}}
==== Purpose and scope ====
The purpose of the LOPSA Etiquette policy is to ensure that LOPSA is a professional, non-discriminatory organization in all LOPSA associated forums such as conferences, meetings, email lists, IRC, Linked-In, Facebook, etc. These forums are not a personal or private space but a shared space where any remark or posting reflects upon the entire LOPSA community and as such reflect upon the LOPSA community as a whole. All LOPSA members are bound by our [https://lopsa.org/CodeOfEthics Code of Ethics], and this should be reflected in our respectful and professional conduct with one another regardless of the forum.

==== Etiquette Guidelines ====

# EQUALITY: Everyone can state their opinions as long as they follow the rest of this policy.
# KNOWLEDGE: Answer any questions to the best of your knowledge - it is best that you do not answer what you don't know to avoid confusion.
# RESPECT: Be respectful of everybody and assume they are speaking or posting in good faith- even if they are asking the most unimaginable questions. Either voice your opinion courteously, or voice no opinion.
# RESTRAINT: Think before speaking or posting an inflammatory remark. If it isn't appropriate at work and home it is not appropriate here.
# INCLUSIVE: Attacking people in a personal way, for example: about their race, beliefs, gender, sexual preferences, choice of technology, and any and all other personal attacks will not be tolerated.
# COMMON SENSE: If you are doing something that, however innocent, results in the forum going bananas, use your common sense and stop.
# PRIVACY: Never divulge personal or private information without consent

=== Discipline ===

If a person violates the LOPSA Etiquette Policy, there will be at
least one warning issued with possible more strict punitive measures
depending on the medium or forum and nature of the infraction.

Board meeting Minutes

2011-10-26T19:41:05Z

Wbilancio: /* 2011 */

This page is a list of links pointing at Minutes of the Board of the League of Professional System Administrators (LOSPA) in chronological order.

The first Board of what is now LOPSA was elected in Spring 2005 by the members of The System Administrators' Guild (SAGE), which had been a Special Technical Group (STG) of USENIX. The intent was to have this Board manage the planned spin-off of SAGE from its USENIX parent. In November 2005, this plan was changed, and this new organization's name was changed to '''The League of Professional System Administrators'''. At various times during this entire process, this Board's work was referred to by USENIX and itself as '''SAGE''' or '''newSAGE'''. The meaning of '''SAGE''' in the minutes should be apparent from context.

Per the [[LOPSA Policies/Minutes dissemination|policy on minutes dissemination]], publication of minutes may occur up to 30 days after approval, but will ordinarily happen sooner.

Redactions, when present, will be clearly labeled (see the [[LOPSA Policies/Minutes dissemination|policy]] for more about redactions).

See also the older '''[[Interim Board meeting Minutes]]'''.

== 2011 ==
* {{m|26 Sept 2011}}
* {{m|12 Sept 2011}}
* {{m|29 Aug 2011}}
* {{m|13-14 Aug 2011}}
* {{m|13 Aug 2011}}
* {{m|8 Aug 2011}}
* {{m|25 July 2011}}
* {{m|11 July 2011}}
* {{m|27 June 2011}}
* {{m|13 June 2011}}
* {{m|6 June 2011}}
* {{m|16 May 2011}}
* {{m|2 May 2011}}
* {{m|18 April 2011}}
* No meeting on April 4th due to lack of quorum
* {{m|21 March 2011}}
* {{m|7 March 2011}}
* {{m|21 February 2011}}
* {{m|7 February 2011}}
* {{m|24 January 2011}}
* {{m|10 January 2011}}

== 2010 ==
* no meeting on 27 December 2010 due to holiday-related business
* {{m|13 December 2010}}
* {{m|29 November 2010}}
* {{m|15 November 2010}}
* {{m|1 November 2010}}
* {{m|18 October 2010}}
* {{m|4 October 2010}}
* face to face meeting 18-19 Sept 2010, minutes will be posted soon
* {{m|6 September 2010}}
* {{m|23 August 2010}}
* {{m|9 August 2010}}
* {{m|26 July 2010}}
* {{m|12 July 2010}}
* {{m|28 June 2010}}
* {{m|14 June 2010}}
* {{m|1 June 2010}}
* {{m|18 May 2010}}
* {{m|4 May 2010}}
* no meeting on 20 April 2010 due to sickness of board members
* {{m|6 April 2010}}
* {{m|23 March 2010}}
* {{m|16 March 2010}}
* {{m|9 March 2010}}
* {{m|23 February 2010}}
* {{m|16 February 2010}}
* {{m|9 February 2010}}
* no meeting on 26 January 2010 due to lack of quorum

* {{m|12 January 2010}}

== 2009 ==
* {{m|15 December 2009}}
* {{m|1 December 2009}}
* {{m|17 November 2009}}
* {{m|20 October 2009}}
* {{m|22 September 2009}}
* {{m|8 September 2009}}
* {{m|25 August 2009}}
* {{m|9 August 2009}}
* {{m|24 June 2009}}
* {{m|10 June 2009}}
* {{m|27 May 2009}}
* {{m|22 April 2009}}
* {{m|25 March 2009}}
* {{m|11 March 2009}}
* {{m|2 February 2009}}
* {{m|19 January 2009}}
* {{m|5 January 2009}}

== 2008 ==
* {{m|8 December 2008}}
* {{m|24 November 2008}}
* {{m|10 November 2008}}
* {{m|27 October 2008}}
* {{m|13 October 2008}}
* {{m|2 October 2008}}
* {{m|28 September 2008}}
* {{m|15 September 2008}}
* {{m|4 August 2008}}
* {{m|7 July 2008}}
* {{m|9 June 2008}}
* {{m|12 May 2008}}
* {{m|28 April 2008}}
* {{m|14 April 2008}}
* {{m|31 March 2008}}
* {{m|17 March 2008}}
* {{m|3 March 2008}}
* {{m|18 February 2008}}
* {{m|4 February 2008}}
* {{m|21 January 2008}}
* {{m|7 January 2008}}

== 2007 ==
* {{m|18 December 2007}}
* {{m|4 December 2007}}
* {{m|20 November 2007}}
* {{m|6 November 2007}}
* {{m|23 October 2007}}
* ''note: no meeting occurred on 9 October 2007''
* {{m|25 September 2007}}
* {{m|11 September 2007}}
* {{m|28 August 2007}}
* {{m|14 August 2007}}
* {{m|5 August 2007}}
* ''note: no meeting occurred on 30 July 2007''
* {{m|23 July 2007}}
* {{m|16 July 2007}}
* {{m|9 July 2007}}
* {{m|2 July 2007}}
* ''note: no meeting occurred on 25 June 2007''
* {{m|18 June 2007}}
* {{m|11 June 2007}}
* {{m|4 June 2007}}
* ''note: no meeting occurred on 28 May 2007''
* {{m|21 May 2007}}
* {{m|14 May 2007}}
* {{m|7 May 2007}}
* {{m|30 April 2007}}
* {{m|23 April 2007}}
* {{m|16 April 2007}}
* {{m|9 April 2007}}
* {{m|2 April 2007}}
* {{m|26 March 2007}}
* {{m|19 March 2007}}
* {{m|12 March 2007}}
* ''note: no meeting occurred on 5 March 2007''
* {{m|26 February 2007}}
* {{m|19 February 2007}}
* {{m|12 February 2007}}
* {{m|5 February 2007}}
* {{m|29 January 2007}}
* ''the 22 January 2007 meeting did not achieve quorum''
* {{m|15 January 2007}}
* {{m|8 January 2007}}

== 2006 ==
* ''note: no meeting on 25 December 2006"
* {{m| 18 December 2006}}
* {{m| 11 December 2006}}
* ''note: no meeting on 4 December 2006''
* {{m| 27 November 2006}}
* {{m| 20 November 2006}}
* {{m| 13 November 2006}}
* {{m| 8 November 2006}}
* {{m| 23 October 2006}}
* ''note: no meeting on 16 October 2006''
* {{m| 9 October 2006}}
* {{m| 2 October 2006}}
* {{m| 25 September 2006}}
* {{m| 18 September 2006}}
* {{m| 11 September 2006}}
* ''note: no meeting on 4 September 2006''
* {{m| 28 August 2006}}
* {{m| 21 August 2006}}
* ''note: no meeting on 14 August 2006''
* {{m| 7 August 2006}}
* {{m| 31 July 2006}}
* {{m| 24 July 2006}}
* {{m| 17 July 2006}}
* {{m| 10 July 2006}}
* {{m| 26 June 2006}}
* {{m| 19 June 2006}}
* {{m| 12 June 2006}}
* {{m| 29 May 2006}}
* ''Minutes of 15 May 2006 are pending Board action.''
* ''Minutes of 1 May 2006 are pending Board action.''
* {{m| 24 April 2006}}
* {{m| 19 April 2006}}
* {{m| 10 April 2006}}
* {{m| 3 April 2006}}
* {{m| 27 March 2006}}
* {{m| 20 March 2006}}
* {{m| 13 March 2006}}
* {{m| 6 March 2006}}
* {{m|27 February 2006}}
* {{m|20 February 2006}}
* {{m|13 February 2006}}
* {{m|6 February 2006}}
* {{m|30 January 2006}}
* {{m|23 January 2006}}
* {{m|16 January 2006}}
* {{m|9 January 2006}}
* {{m|4 January 2006}}

== 2005 ==
* {{m|19 December 2005}}
* {{m|12 December 2005}}
* {{m|6 December 2005}}
* [[/4 December 2005|4 December 2005]]
* [[/28 November 2005|28 November 2005]]
* [[/21 November 2005|21 November 2005]]
* [[/14 November 2005|14 November 2005]]
* [[/7 November 2005|7 November 2005]]
* [[/3 November 2005|3 November 2005]]
* [[/31 October 2005|31 October 2005]]
* [[/24 October 2005|24 October 2005]]
* [[/17 October 2005|17 October 2005]]
* [[/10 October 2005|10 October 2005]]
* [[/3 October 2005|3 October 2005]]
* [[/26 September 2005|26 September 2005]]
* [[/19 September 2005|19 September 2005]]
* [[/12 September 2005|12 September 2005]]
* [[/7 September 2005|7 September 2005]]
* [[/29 August 2005|29 August 2005]]
* [[/22 August 2005|22 August 2005]]
* [[/15 August 2005|15 August 2005]]
* [[/8 August 2005|8 August 2005]]
* [[/4 August 2005|4 August 2005]]
* [[/31 July 2005|31 July 2005]]

== About the redactions ==
Some of the minutes have redacted versions. The redactions are given in the form:

:This sentence includes <strike>words to be redacted</strike> ''{4 words redacted; reason for redaction}''.

The above sentence would read:

:This sentence includes ''{4 words redacted; reason for redaction}''.

The reasons for redaction are:
# Personnel mentioned by name
# Business sensitivity
# Third party mentioned by name

LOPSA Policies/Privacy

2011-07-25T15:43:08Z

Wbilancio: /* Contacting LOPSA */

{{policy|Privacy}}

{{policy approved|10 July 2006}}
{{policy amended|2 July 2007}}

====Our privacy statement====
The following statement discloses The League of Professional System Administrator's information gathering and dissemination practices.

The League maintains member databases that contain mailing, billing, and member profile information, as well as a record of each member's product purchases and registrations for conferences. The information in these databases is used by authorized LOPSA staff members to process orders; mail invoices, member benefits, renewal notices, and announcements; and respond to member inquiries. Member records are maintained as long as an individual is a LOPSA member and for five years following a membership lapse. Purchases and credit card transactions are retained for as long as appropriate to meet contractual, tax, or auditing needs.

LOPSA logs all accesses to our Web site. Summary information derived from these logs may be displayed on the Web. We may analyze log files periodically to help maintain and improve our Web site and enforce our online service polices. Personal information is stored in a relational database and standard security methods are used to protect it. We require confirmation of identity before releasing information back to the user for update over the Web.

Commercial information (such as credit card numbers) is obtained using our encrypted Web server. We do not store complete credit card information on our machines.

====Electronic communication====

LOPSA does not rent or sell email addresses. LOPSA may use email addresses to contact members to answer member questions or to acknowledge the receipt of membership applications and other orders, to send membership renewal notices, and to send announcements and memos about LOPSA activities or programs. You may opt out of receiving periodic announcements and memos, except for: 1. Announcements of changes to this Privacy Policy; 2. Announcements of elections or referenda; 3. Announcements LOPSA is legally required to furnish the membership; 4. Announcements deemed of an extraordinary nature by specific vote of the Board.

====Postal mail====

LOPSA may use the postal addresses of its members to mail invoices, products, and announcements from LOPSA and from its supporting members. The names and mailing addresses of members who have not opted out may be rented to outside organizations to send mailing packages that have been carefully screened by LOPSA for their suitability. LOPSA member names and mailing addresses are never sold.

====Opt-out====

You may opt out from having your name and address made available to anyone other than the League on the LOPSA website in your user profile, or by sending mail to info@lopsa.org.

====Change/modify====

LOPSA gives members the opportunity to change information previously provided via the website, or by sending email to info@lopsa.org.

====Links====

The LOPSA site contains links to other sites. LOPSA is not responsible for the privacy practices or the content of such Web sites.

====Online Membership Directory====

The LOPSA Membership Directory identifies the members of LOPSA to one another, in order to promote peer networking. This Directory is accessible only to LOPSA members. Members can search the Directory for other LOPSA members by name, location, or other means.

By default, each member's name, city, state or province, and country are included in the Directory. No other information about a LOPSA member (including street address) is included in the Directory unless the member decides to add this information, making it "public" or "not public". The information included in a member's Directory listing is taken from the member's profile data, and members can "make public" as much or as little information as they wish. Members can remove personal information from the Membership Directory or add information by updating their online profiles. Some of the granular capabilities to opt-in are not yet present; opt-out is assumed in most cases.

The Directory should not be used for the unsolicited promotion of products and/or services. In order to prevent the harvesting of Directory information, searches will return a limited number of names that match the search criteria. To see any additional information that a member has chosen to include in the Directory, the searcher must select a particular member name.

====Contacting LOPSA====

If you have any questions about this privacy statement, the practices of this site, or your dealings with this Web site, you can contact the League of Professional System Administrators, PO Box 5161, Trenton, NJ 08638-0161, info@lopsa.org.

2011 Election Results

2011-06-16T19:05:16Z

Wbilancio:

Reformatted from the post to [https://lopsa.org/content/2011-election-results-official| https://lopsa.org/content/2011-election-results-official ]:

<pre>
The election for the 2011-2012 LOPSA Board of Directors has concluded.

The following candidates are elected to two year (transitional) terms:
William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich

The following candidates are elected to one year terms:
Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre

Our thanks to all the candidates who set aside time and energy to run,
and congratulations to our new Board members.

We would also like to thank Matt Okeson-Harlow for the election
infrastructure, Andrew Hume for acting as the independent monitor, and
all the LOPSA members that voted. This election had one of our
highest turnouts to date.

We present below the report of the independent monitor, Andrew Hume.

The Leadership Committee
</pre>
__TOC__
== Tabulation ==

;Software: [http://stv.sourceforge.net/ OpenSTV v1.6.1 from Sourceforge.]
;Election title: LOPSA Vote 2011
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 133
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 133
'''14 candidate running for 9 seats.'''

{| {{prettytable}}
!Round 1:
| Candidates William Bilancio, Chris 'Ski' Kacoroski, and Jesse Trucks '''elected'''.
|--
!Round 2:
| Candidate Philip Kizer '''elected'''.
|--
!Round 3:
| Candidates Dan Rich '''elected'''.
|--
!Round 4-6:
| Transferring surplus votes.
|--
!Rounds 7:
| Candidate Matt Disney '''elected'''.
|--
!Round 8-10:
| Transferring surplus votes.
|--
!Round 11:
| Candidates Nadine Miller and Lois Bennett '''elected'''.
|--
!Round 12:
| Candidate Chris St. Pierre '''elected'''.<br>
The election is over since all seats are filled.
|}

'''Winners are William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich, Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre .'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:

14 1
1 6 13 4 3 7 5 9 12 14 11 2 1 10 8 0
1 4 1 6 9 2 13 8 0
1 13 0
1 4 6 1 13 10 3 8 11 2 14 7 5 12 9 0
1 4 13 8 1 11 6 14 3 12 5 7 2 9 10 0
1 13 1 11 3 10 14 4 9 0
1 14 13 7 10 6 9 4 1 3 0
1 13 1 14 7 4 0
1 13 8 1 4 5 0
1 6 13 14 0
1 2 13 7 3 8 4 14 6 1 5 10 9 12 11 0
1 7 13 14 5 3 4 8 0
1 6 10 1 4 9 14 0
1 13 14 4 12 9 5 7 3 2 8 1 10 6 11 0
1 1 6 14 11 0
1 8 10 1 4 14 11 7 5 0
1 3 1 14 6 5 7 2 13 9 11 8 12 10 4 0
1 3 4 0
1 8 10 6 1 5 3 9 12 7 4 2 11 14 13 0
1 8 7 6 14 11 13 10 1 3 4 5 2 9 12 0
1 11 6 1 4 3 12 0
1 6 11 1 4 13 7 14 8 2 0
1 5 1 13 4 6 14 8 11 3 10 2 12 7 9 0
1 6 11 13 1 4 5 0
1 13 1 6 14 5 11 9 12 4 0
1 13 14 0
1 2 13 12 6 14 0
1 1 11 7 13 0
1 11 14 13 1 3 0
1 4 8 13 0
1 1 6 4 13 8 0
1 7 4 6 14 3 0
1 1 6 11 3 8 14 7 13 4 5 10 9 2 12 0
1 1 13 7 4 8 11 6 0
1 1 8 11 6 14 13 7 10 0
1 13 14 10 7 6 9 8 4 12 1 11 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 6 14 11 13 4 3 5 12 8 7 9 10 2 0
1 1 7 8 3 6 13 10 5 2 11 9 4 14 12 0
1 1 6 7 4 14 11 13 8 3 0
1 1 7 14 13 6 0
1 4 1 8 13 3 11 6 14 2 7 9 0
1 5 6 3 13 0
1 11 10 2 6 1 13 8 0
1 6 0
1 1 7 8 6 4 14 3 13 10 5 11 2 12 9 0
1 8 1 3 7 4 2 13 11 6 5 9 10 14 12 0
1 13 11 9 8 6 3 10 4 14 12 2 7 1 5 0
1 13 4 11 3 7 1 2 10 6 14 9 5 12 8 0
1 13 1 7 14 11 6 4 10 3 0
1 13 0
1 13 1 3 11 7 8 5 6 12 4 14 9 2 10 0
1 9 13 1 4 7 14 3 10 8 6 12 5 11 2 0
1 1 4 14 11 13 6 7 8 0
1 1 9 4 6 3 11 13 14 7 0
1 1 10 8 7 13 5 4 3 11 14 12 0
1 13 14 6 0
1 9 13 7 5 10 4 6 8 1 0
1 7 8 4 1 11 10 6 5 3 0
1 1 11 13 8 6 4 7 14 9 3 0
1 14 7 12 4 11 10 1 3 13 6 8 5 2 9 0
1 13 3 14 8 11 7 4 6 1 9 10 0
1 6 13 1 5 9 8 11 7 4 10 3 14 12 2 0
1 11 5 6 12 14 13 8 1 4 2 3 7 10 9 0
1 3 6 11 13 1 5 10 4 7 8 2 9 14 12 0
1 3 13 8 14 0
1 10 4 3 11 1 5 14 9 6 0
1 13 14 5 1 11 3 12 9 4 8 7 6 2 10 0
1 4 1 13 3 14 11 8 5 7 0
1 7 4 8 3 12 2 0
1 13 1 11 4 8 3 14 6 2 10 7 12 9 5 0
1 8 7 13 2 1 6 3 14 11 4 9 12 5 10 0
1 3 9 8 1 5 10 6 11 14 2 4 7 13 12 0
1 1 8 11 9 3 7 4 2 6 5 12 10 14 13 0
1 3 1 7 4 14 13 11 8 6 0
1 7 13 14 1 8 3 11 10 0
1 1 8 13 7 6 0
1 1 10 13 11 3 4 14 5 7 0
1 6 4 3 14 11 1 10 2 8 9 13 7 5 12 0
1 10 13 7 1 8 4 11 14 6 12 9 5 3 2 0
1 6 11 13 9 5 4 3 8 1 0
1 6 12 8 1 10 3 4 14 9 2 7 5 13 11 0
1 14 13 4 7 3 11 1 6 0
1 6 1 10 2 7 13 4 8 14 5 9 12 11 3 0
1 8 12 6 0
1 8 5 3 11 7 6 14 13 4 0
1 1 6 11 14 4 0
1 14 13 1 9 4 3 7 6 10 11 8 2 5 12 0
1 13 5 4 7 3 8 10 0
1 6 7 1 13 4 2 0
1 8 13 14 7 1 4 12 10 6 0
1 1 13 8 7 5 6 10 3 11 14 2 9 12 4 0
1 11 1 8 6 4 13 3 7 14 5 9 10 2 0
1 3 4 0
1 1 13 9 8 11 3 4 10 0
1 3 4 6 5 1 8 13 11 7 2 9 10 14 12 0
1 1 7 6 14 2 10 11 8 4 13 0
1 4 10 8 6 11 3 1 14 12 5 0
1 3 10 4 7 13 14 8 6 11 1 9 12 5 2 0
1 8 13 6 3 1 10 14 0
1 3 1 5 4 7 8 13 14 11 0
1 6 8 1 11 3 4 2 9 14 13 7 10 5 12 0
1 11 13 14 5 7 6 10 2 9 12 4 3 1 8 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 11 6 9 5 14 4 8 13 12 7 10 2 3 0
1 6 13 11 1 4 3 2 0
1 11 9 3 4 6 13 1 8 14 0
1 1 7 0
1 8 6 10 4 1 13 3 7 0
1 14 13 1 4 7 5 6 11 12 9 10 2 3 8 0
1 1 6 11 13 14 8 9 4 7 5 3 2 10 12 0
1 1 8 3 4 9 0
1 10 3 1 5 9 13 8 0
1 6 14 10 13 11 8 3 2 12 9 5 4 7 1 0
1 14 0
1 5 3 4 1 12 13 11 14 7 9 8 0
1 13 1 14 5 3 7 8 2 0
1 8 13 7 14 4 11 6 12 3 2 10 5 9 1 0
1 1 7 11 0
1 13 10 6 11 3 8 9 14 1 2 7 5 12 4 0
1 14 3 11 1 8 13 2 12 7 9 10 4 5 6 0
1 11 6 7 3 0
1 6 12 13 14 11 9 3 5 4 10 1 2 8 7 0
1 1 3 6 4 11 12 7 13 5 10 8 14 2 9 0
1 13 11 1 4 8 9 3 6 10 12 7 5 2 14 0
1 13 1 3 8 11 5 7 14 10 4 9 2 6 12 0
1 6 8 14 10 1 4 5 3 2 7 9 12 13 11 0
1 10 9 11 13 2 3 4 0
1 4 11 6 8 0
1 8 4 13 3 2 0
1 4 3 1 5 8 13 14 6 7 9 10 2 11 12 0
1 7 0
1 13 3 7 14 1 11 4 8 6 0
0
"William Bilancio"
"Patrick Cable"
"Nadine Miller"
"Lois Bennett"
"Kent Brodie"
"Chris 'Ski' Kacoroski"
"Matt Disney"
"Philip Kizer"
"John Boris"
"Richard Chycoski"
"Dan Rich"
"Joe McDonagh"
"Jesse Trucks"
"Chris St. Pierre"
"LOPSA Vote 2011"
</pre>

2011 Election Results

2011-06-16T18:58:54Z

Wbilancio:

Reformatted from the post to [https://lopsa.org/content/2011-election-results-official]:
<pre>
The election for the 2011-2012 LOPSA Board of Directors has concluded.

The following candidates are elected to two year (transitional) terms:
William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich

The following candidates are elected to one year terms:
Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre

Our thanks to all the candidates who set aside time and energy to run,
and congratulations to our new Board members.

We would also like to thank Matt Okeson-Harlow for the election
infrastructure, Andrew Hume for acting as the independent monitor, and
all the LOPSA members that voted. This election had one of our
highest turnouts to date.

We present below the report of the independent monitor, Andrew Hume.

The Leadership Committee
</pre>
__TOC__
== Tabulation ==

;Software: [http://stv.sourceforge.net/ OpenSTV v1.6.1 from Sourceforge.]
;Election title: LOPSA Vote 2011
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 133
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 133
'''14 candidate running for 9 seats.'''

{| {{prettytable}}
!Round 1:
| Candidates William Bilancio, Chris 'Ski' Kacoroski, and Jesse Trucks '''elected'''.
|--
!Round 2:
| Candidate Philip Kizer '''elected'''.
|--
!Round 3:
| Candidates Dan Rich '''elected'''.
|--
!Round 4-6:
| Transferring surplus votes.
|--
!Rounds 7:
| Candidate Matt Disney '''elected'''.
|--
!Round 8-10:
| Transferring surplus votes.
|--
!Round 11:
| Candidates Nadine Miller and Lois Bennett '''elected'''.
|--
!Round 12:
| Candidate '''elected'''.<br>
The election is over since all seats are filled.
|}

'''Winners are William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich, Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre .'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:

14 1
1 6 13 4 3 7 5 9 12 14 11 2 1 10 8 0
1 4 1 6 9 2 13 8 0
1 13 0
1 4 6 1 13 10 3 8 11 2 14 7 5 12 9 0
1 4 13 8 1 11 6 14 3 12 5 7 2 9 10 0
1 13 1 11 3 10 14 4 9 0
1 14 13 7 10 6 9 4 1 3 0
1 13 1 14 7 4 0
1 13 8 1 4 5 0
1 6 13 14 0
1 2 13 7 3 8 4 14 6 1 5 10 9 12 11 0
1 7 13 14 5 3 4 8 0
1 6 10 1 4 9 14 0
1 13 14 4 12 9 5 7 3 2 8 1 10 6 11 0
1 1 6 14 11 0
1 8 10 1 4 14 11 7 5 0
1 3 1 14 6 5 7 2 13 9 11 8 12 10 4 0
1 3 4 0
1 8 10 6 1 5 3 9 12 7 4 2 11 14 13 0
1 8 7 6 14 11 13 10 1 3 4 5 2 9 12 0
1 11 6 1 4 3 12 0
1 6 11 1 4 13 7 14 8 2 0
1 5 1 13 4 6 14 8 11 3 10 2 12 7 9 0
1 6 11 13 1 4 5 0
1 13 1 6 14 5 11 9 12 4 0
1 13 14 0
1 2 13 12 6 14 0
1 1 11 7 13 0
1 11 14 13 1 3 0
1 4 8 13 0
1 1 6 4 13 8 0
1 7 4 6 14 3 0
1 1 6 11 3 8 14 7 13 4 5 10 9 2 12 0
1 1 13 7 4 8 11 6 0
1 1 8 11 6 14 13 7 10 0
1 13 14 10 7 6 9 8 4 12 1 11 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 6 14 11 13 4 3 5 12 8 7 9 10 2 0
1 1 7 8 3 6 13 10 5 2 11 9 4 14 12 0
1 1 6 7 4 14 11 13 8 3 0
1 1 7 14 13 6 0
1 4 1 8 13 3 11 6 14 2 7 9 0
1 5 6 3 13 0
1 11 10 2 6 1 13 8 0
1 6 0
1 1 7 8 6 4 14 3 13 10 5 11 2 12 9 0
1 8 1 3 7 4 2 13 11 6 5 9 10 14 12 0
1 13 11 9 8 6 3 10 4 14 12 2 7 1 5 0
1 13 4 11 3 7 1 2 10 6 14 9 5 12 8 0
1 13 1 7 14 11 6 4 10 3 0
1 13 0
1 13 1 3 11 7 8 5 6 12 4 14 9 2 10 0
1 9 13 1 4 7 14 3 10 8 6 12 5 11 2 0
1 1 4 14 11 13 6 7 8 0
1 1 9 4 6 3 11 13 14 7 0
1 1 10 8 7 13 5 4 3 11 14 12 0
1 13 14 6 0
1 9 13 7 5 10 4 6 8 1 0
1 7 8 4 1 11 10 6 5 3 0
1 1 11 13 8 6 4 7 14 9 3 0
1 14 7 12 4 11 10 1 3 13 6 8 5 2 9 0
1 13 3 14 8 11 7 4 6 1 9 10 0
1 6 13 1 5 9 8 11 7 4 10 3 14 12 2 0
1 11 5 6 12 14 13 8 1 4 2 3 7 10 9 0
1 3 6 11 13 1 5 10 4 7 8 2 9 14 12 0
1 3 13 8 14 0
1 10 4 3 11 1 5 14 9 6 0
1 13 14 5 1 11 3 12 9 4 8 7 6 2 10 0
1 4 1 13 3 14 11 8 5 7 0
1 7 4 8 3 12 2 0
1 13 1 11 4 8 3 14 6 2 10 7 12 9 5 0
1 8 7 13 2 1 6 3 14 11 4 9 12 5 10 0
1 3 9 8 1 5 10 6 11 14 2 4 7 13 12 0
1 1 8 11 9 3 7 4 2 6 5 12 10 14 13 0
1 3 1 7 4 14 13 11 8 6 0
1 7 13 14 1 8 3 11 10 0
1 1 8 13 7 6 0
1 1 10 13 11 3 4 14 5 7 0
1 6 4 3 14 11 1 10 2 8 9 13 7 5 12 0
1 10 13 7 1 8 4 11 14 6 12 9 5 3 2 0
1 6 11 13 9 5 4 3 8 1 0
1 6 12 8 1 10 3 4 14 9 2 7 5 13 11 0
1 14 13 4 7 3 11 1 6 0
1 6 1 10 2 7 13 4 8 14 5 9 12 11 3 0
1 8 12 6 0
1 8 5 3 11 7 6 14 13 4 0
1 1 6 11 14 4 0
1 14 13 1 9 4 3 7 6 10 11 8 2 5 12 0
1 13 5 4 7 3 8 10 0
1 6 7 1 13 4 2 0
1 8 13 14 7 1 4 12 10 6 0
1 1 13 8 7 5 6 10 3 11 14 2 9 12 4 0
1 11 1 8 6 4 13 3 7 14 5 9 10 2 0
1 3 4 0
1 1 13 9 8 11 3 4 10 0
1 3 4 6 5 1 8 13 11 7 2 9 10 14 12 0
1 1 7 6 14 2 10 11 8 4 13 0
1 4 10 8 6 11 3 1 14 12 5 0
1 3 10 4 7 13 14 8 6 11 1 9 12 5 2 0
1 8 13 6 3 1 10 14 0
1 3 1 5 4 7 8 13 14 11 0
1 6 8 1 11 3 4 2 9 14 13 7 10 5 12 0
1 11 13 14 5 7 6 10 2 9 12 4 3 1 8 0
1 1 7 14 13 9 3 5 6 4 11 8 12 2 10 0
1 1 11 6 9 5 14 4 8 13 12 7 10 2 3 0
1 6 13 11 1 4 3 2 0
1 11 9 3 4 6 13 1 8 14 0
1 1 7 0
1 8 6 10 4 1 13 3 7 0
1 14 13 1 4 7 5 6 11 12 9 10 2 3 8 0
1 1 6 11 13 14 8 9 4 7 5 3 2 10 12 0
1 1 8 3 4 9 0
1 10 3 1 5 9 13 8 0
1 6 14 10 13 11 8 3 2 12 9 5 4 7 1 0
1 14 0
1 5 3 4 1 12 13 11 14 7 9 8 0
1 13 1 14 5 3 7 8 2 0
1 8 13 7 14 4 11 6 12 3 2 10 5 9 1 0
1 1 7 11 0
1 13 10 6 11 3 8 9 14 1 2 7 5 12 4 0
1 14 3 11 1 8 13 2 12 7 9 10 4 5 6 0
1 11 6 7 3 0
1 6 12 13 14 11 9 3 5 4 10 1 2 8 7 0
1 1 3 6 4 11 12 7 13 5 10 8 14 2 9 0
1 13 11 1 4 8 9 3 6 10 12 7 5 2 14 0
1 13 1 3 8 11 5 7 14 10 4 9 2 6 12 0
1 6 8 14 10 1 4 5 3 2 7 9 12 13 11 0
1 10 9 11 13 2 3 4 0
1 4 11 6 8 0
1 8 4 13 3 2 0
1 4 3 1 5 8 13 14 6 7 9 10 2 11 12 0
1 7 0
1 13 3 7 14 1 11 4 8 6 0
0
"William Bilancio"
"Patrick Cable"
"Nadine Miller"
"Lois Bennett"
"Kent Brodie"
"Chris 'Ski' Kacoroski"
"Matt Disney"
"Philip Kizer"
"John Boris"
"Richard Chycoski"
"Dan Rich"
"Joe McDonagh"
"Jesse Trucks"
"Chris St. Pierre"
"LOPSA Vote 2011"
</pre>

2011 Election Results

2011-06-16T18:46:26Z

Wbilancio: Created page with "Reformatted from the post to [http://lopsa.org/node/1785 http://lopsa.org/node/1785]: The election for the 2011-2012 LOPSA Board of Directors has concluded. The following can..."

Reformatted from the post to [http://lopsa.org/node/1785 http://lopsa.org/node/1785]:

The election for the 2011-2012 LOPSA Board of Directors has concluded.

The following candidates are elected to two year (transitional) terms:
William Bilancio, Chris 'Ski' Kacoroski, Jesse Trucks, Philip Kizer, Dan Rich

The following candidates are elected to one year terms:
Matt Disney, Nadine Miller, Lois Bennett, Chris St. Pierre

Our thanks to all the candidates who set aside time and energy to run,
and congratulations to our new Board members.

We would also like to thank Matt Okeson-Harlow for the election
infrastructure, Andrew Hume for acting as the independent monitor, and
all the LOPSA members that voted. This election had one of our
highest turnouts to date.

We present below the report of the independent monitor, Andrew Hume.

The Leadership Committee

__TOC__
== Tabulation ==

;Software: [http://stv.sourceforge.net/ OpenSTV v1.6.1 from Sourceforge.]
;Election title: LOPSA Vote 2011
;Method: Meek STV with Droop-Dynamic-Fractional threshold
;Number of total ballots: 133
;Number of invalid or empty ballots: 0
;Number of ballots used in the count: 133
'''14 candidate running for 9 seats.'''

{| {{prettytable}}
!Round 1:
| Candidates William Bilancio, Chris 'Ski' Kacoroski, and Jesse Trucks '''elected'''.
|--
!Round 2:
| Candidate Philip Kizer '''elected'''.
|--
!Round 3:
| Candidates Dan Rich '''elected'''.
|--
!Round 4-6:
| Transferring surplus votes.
|--
!Rounds 7:
| Candidate Matt Disney '''elected'''.
|--
!Round 8-10:
| Transferring surplus votes.
|--
!Round 11:
| Candidates Nadine Miller and Lois Bennett '''elected'''.
|--
!Round 12:
| Candidate '''elected'''.<br>
The election is over since all seats are filled.
|}

'''Winners are Chris 'Ski' Kacoroski, Dan Rich, David Parter, Derek Balling, Jesse Trucks, Lois Bennett, Philip Kizer, Travis Campbell, and Trey Harris.'''

== Method of tabulation ==

To understand the above results, please see:

* Wikipedia: [http://en.wikipedia.org/Single_Transferable_Vote single transferable vote preferential system]
* The [[2005_Election_Results#Explanation_of_tabulation|explanation from the 2005 Election Results]]

== Ballots ==

The ballots are available for public examination in the standard BLT format of the Electoral Reform Society.

The data is:

Main Page

2011-06-16T18:39:52Z

Wbilancio: /* Board of Directors Election Results */

= LOPSA Governance Documents =

This site contains documents released by the Board of Directors of the League of Professional System Administrators to its members and the public.

__NOTOC__
== News ==
* [http://lopsa.org/taxonomy_menu/8/19 LOPSA Memo to Members archive]
* [[Minutes | LOPSA Board meeting Minutes]]

== Sponsorship ==
* [http://lopsa.org/Sponsorships LOPSA Sponsorship Levels and Benefits]

== Governance documents ==
* [[LOPSA Bylaws]]
* [[LOPSA Policies]]
* [[2005 Financial Statement]]

== Board of Directors Election Results ==

* [[2011 Election Results]]
* [[2009 Election Results]]
* [[2007 Election Results]]
* [[2005 Election Results]]

An [[2005 Candidates' Info Packet|information packet]] was provided to candidates and the public prior to the election.

{{blockquote}}
'''NOTE:''' This site is ''not'' sponsored by SAGE or the USENIX Association. Use of the word "SAGE" in this site is largely historical. We will be removing inappropriate references to "SAGE" shortly.
{{end blockquote}}

LOPSA Bylaws

2011-02-21T23:19:20Z

Wbilancio:

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|10 January 2011}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the original Director Term of an individual Board member based on their original election to the Board, or, in the event that they are a replacement appointee, the Director Term of the Board member they are a replacement for.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held annually, in June, for the portion of the Board members whose terms are expiring.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

== Article 7. Officers ==

The Officers of the Association shall be: (a) the President, (b) the
Vice-President, and (c) the Secretary-Treasurer.

=== President ===
The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

=== Vice-President ===
The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to
time be assigned to this office by the Board of Directors or by the
President.

=== Secretary-Treasurer ===

The Secretary-Treasurer shall ensure that all books and records are maintained and that all member communications are conducted in accordance with the Rules of the Association. The Secretary-Treasurer shall prepare an annual financial report for the Association. The Secretary-Treasurer shall file all statements and reports required of the Association in a timely manner.

The Secretary-Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Board Term Conversion Arrangements ==

Articles in this section override all other sections of these Bylaws.

To facilitate the conversion from co-terminating Board Terms to a staggered Board Term, the following conditions apply to the June 2011 Election Cycle:

* There shall be (5) two-year Terms, and (4) one-year Terms.
* Under the Single Transferable Vote method, the first five winners of Board Seats shall be awarded the two-year terms. The remaining four Directors shall be awarded the one-year terms.
* This shall be implemented, programatically, by running a STV election run for a Board consisting of five members, to determine the two-year term winners. It shall then be run, as normal, for a Board consisting of nine members, with the additional winners being awarded the one year terms.
* It is implemented in this fashion to allow the STV system to account for "ties" where two Directors are both eligible for positions in the same round of run-offs."

LOPSA Bylaws

2011-01-24T20:32:55Z

Wbilancio:

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|10 January 2011}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the original Director Term of an individual Board member based on their original election to the Board, or, in the event that they are a replacement appointee, the Director Term of the Board member they are a replacement for.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held annually, in June, for the portion of the Board members whose terms are expiring.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

== Article 7. Officers ==

The Officers of the Association shall be: (a) the President, (b) the
Vice-President, and (c) the Secretary-Treasurer.

=== President ===
The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

=== Vice-President ===
The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to
time be assigned to this office by the Board of Directors or by the
President.

=== Secretary-Treasurer ===

The Secretary-Treasurer shall ensure that all books and records are maintained and that all member communications are conducted in accordance with the Rules of the Association. The Secretary-Treasurer shall prepare an annual financial report for the Association. The Secretary-Treasurer shall file all statements and reports required of the Association in a timely manner.

The Secretary-Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Formation Arrangements ==

Articles in this section override all other sections of these Bylaws.

=== Founding Board ===

The Board of Directors shall initially consist of the four Directors
or Trustees named in the Articles Of Incorporation ("the Founding
Directors").

=== First Election of Directors ===

The first election of the Board of Directors shall be carried out as
provided for in the Rules, except that eligibility
for candidacy will be conferred to any person nominated by the
Leadership Committee.

=== Second Election of Directors ===

Candidates shall be considered eligible for election if they have been members in good standing for 12 months prior to the second election of the Board of Directors.

=== Board Term Conversion Arrangements ===
Articles in this section override all other sections of these Bylaws.

To facilitate the conversion from co-terminating Board Terms to a staggered Board Term, the following conditions apply to the June 2011 Election Cycle:

* There shall be (5) two-year Terms, and (4) one-year Terms.
* Under the Single Transferable Vote method, the first five winners of Board Seats shall be awarded the two-year terms. The remaining four Directors shall be awarded the one-year terms.
* This shall be implemented, programatically, by running a STV election run for a Board consisting of five members, to determine the two-year term winners. It shall then be run, as normal, for a Board consisting of nine members, with the additional winners being awarded the one year terms.
* It is implemented in this fashion to allow the STV system to account for "ties" where two Directors are both eligible for positions in the same round of run-offs."

LOPSA Bylaws

2011-01-24T19:49:02Z

Wbilancio: /* Article 14. Formation Arrangements */

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the original Director Term of an individual Board member based on their original election to the Board, or, in the event that they are a replacement appointee, the Director Term of the Board member they are a replacement for.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held annually, in June, for the portion of the Board members whose terms are expiring.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

== Article 7. Officers ==

The Officers of the Association shall be: (a) the President, (b) the
Vice-President, and (c) the Secretary-Treasurer.

=== President ===
The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

=== Vice-President ===
The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to
time be assigned to this office by the Board of Directors or by the
President.

=== Secretary-Treasurer ===

The Secretary-Treasurer shall ensure that all books and records are maintained and that all member communications are conducted in accordance with the Rules of the Association. The Secretary-Treasurer shall prepare an annual financial report for the Association. The Secretary-Treasurer shall file all statements and reports required of the Association in a timely manner.

The Secretary-Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Formation Arrangements ==

Articles in this section override all other sections of these Bylaws.

=== Founding Board ===

The Board of Directors shall initially consist of the four Directors
or Trustees named in the Articles Of Incorporation ("the Founding
Directors").

=== First Election of Directors ===

The first election of the Board of Directors shall be carried out as
provided for in the Rules, except that eligibility
for candidacy will be conferred to any person nominated by the
Leadership Committee.

=== Second Election of Directors ===

Candidates shall be considered eligible for election if they have been members in good standing for 12 months prior to the second election of the Board of Directors.

=== Board Term Conversion Arrangements ===
Articles in this section override all other sections of these Bylaws.

To facilitate the conversion from co-terminating Board Terms to a staggered Board Term, the following conditions apply to the June 2011 Election Cycle:

* There shall be (5) two-year Terms, and (4) one-year Terms.
* Under the Single Transferable Vote method, the first five winners of Board Seats shall be awarded the two-year terms. The remaining four Directors shall be awarded the one-year terms.
* This shall be implemented, programatically, by running a STV election run for a Board consisting of five members, to determine the two-year term winners. It shall then be run, as normal, for a Board consisting of nine members, with the additional winners being awarded the one year terms.
* It is implemented in this fashion to allow the STV system to account for "ties" where two Directors are both eligible for positions in the same round of run-offs."

LOPSA Bylaws

2011-01-24T19:46:06Z

Wbilancio: /* Election of Directors */

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the original Director Term of an individual Board member based on their original election to the Board, or, in the event that they are a replacement appointee, the Director Term of the Board member they are a replacement for.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held annually, in June, for the portion of the Board members whose terms are expiring.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

== Article 7. Officers ==

The Officers of the Association shall be: (a) the President, (b) the
Vice-President, and (c) the Secretary-Treasurer.

=== President ===
The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

=== Vice-President ===
The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to
time be assigned to this office by the Board of Directors or by the
President.

=== Secretary-Treasurer ===

The Secretary-Treasurer shall ensure that all books and records are maintained and that all member communications are conducted in accordance with the Rules of the Association. The Secretary-Treasurer shall prepare an annual financial report for the Association. The Secretary-Treasurer shall file all statements and reports required of the Association in a timely manner.

The Secretary-Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Formation Arrangements ==

Articles in this section override all other sections of these Bylaws.

=== Founding Board ===

The Board of Directors shall initially consist of the four Directors
or Trustees named in the Articles Of Incorporation ("the Founding
Directors").

=== First Election of Directors ===

The first election of the Board of Directors shall be carried out as
provided for in the Rules, except that eligibility
for candidacy will be conferred to any person nominated by the
Leadership Committee.

=== Second Election of Directors ===

Candidates shall be considered eligible for election if they have been members in good standing for 12 months prior to the second election of the Board of Directors.

LOPSA Bylaws

2011-01-24T19:45:02Z

Wbilancio: /* Board Term */

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the original Director Term of an individual Board member based on their original election to the Board, or, in the event that they are a replacement appointee, the Director Term of the Board member they are a replacement for.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held every two years, in June.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

== Article 7. Officers ==

The Officers of the Association shall be: (a) the President, (b) the
Vice-President, and (c) the Secretary-Treasurer.

=== President ===
The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

=== Vice-President ===
The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to
time be assigned to this office by the Board of Directors or by the
President.

=== Secretary-Treasurer ===

The Secretary-Treasurer shall ensure that all books and records are maintained and that all member communications are conducted in accordance with the Rules of the Association. The Secretary-Treasurer shall prepare an annual financial report for the Association. The Secretary-Treasurer shall file all statements and reports required of the Association in a timely manner.

The Secretary-Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Formation Arrangements ==

Articles in this section override all other sections of these Bylaws.

=== Founding Board ===

The Board of Directors shall initially consist of the four Directors
or Trustees named in the Articles Of Incorporation ("the Founding
Directors").

=== First Election of Directors ===

The first election of the Board of Directors shall be carried out as
provided for in the Rules, except that eligibility
for candidacy will be conferred to any person nominated by the
Leadership Committee.

=== Second Election of Directors ===

Candidates shall be considered eligible for election if they have been members in good standing for 12 months prior to the second election of the Board of Directors.

LOPSA Bylaws

2011-01-24T19:43:29Z

Wbilancio: /* Director Terms */

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

See also: [[Articles of Incorporation]], [[LOPSA Policies]].

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (in these Bylaws called "the Association").

=== Purpose ===

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

=== Activities ===

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

== Article 2. Definitions ==

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by the New Jersey Nonprofit Corporations Act.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

== Article 3. Membership ==

=== Classes of Membership ===

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No Member of a voting class in good standing shall
be deprived of the right to vote.

=== Obligations of Membership ===

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

=== Rights of Membership ===

Members shall have rights as set forth in the Rules.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

=== Termination of Membership ===

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

=== Appealing Termination of Membership ===

A Member may appeal termination of their membership as provided for in the Rules.

== Article 4. Directors ==

=== Powers ===

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

=== Board Composition ===

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

==== Director Terms ====

Except as otherwise indicated, a Director shall serve for a term of two years, beginning at the Annual Directors Meeting following their election, and ending at the Annual Directors Meeting two years following.

==== Board Term ====

'''Current Board Term''' shall mean the term of the Board presently seated.

==== Maintenance of Eligibility ====

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

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<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held every two years, in June.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== Nomination ====

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

=== Resignation by a Director ===

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

=== Removal of a Director ===

Any Director may be removed by referendum of the membership as specified in Article 8. A Director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== Vacancies ===

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

== Article 5. Committees ==
=== Committees ===

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

=== Leadership Committee ===

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

== Article 6. Board Meetings ==

=== Meeting Frequency and Mechanism ===

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

=== Annual Directors Meeting ===

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Current Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

=== Notice of Meeting ===

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

=== Waiver of Notice ===

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

=== Special Meetings ===

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

=== Petition for Special Meeting ===

No less than 75 Members in good standing or 10% of the membership (whichever is the lesser) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board shall convene the Meeting within 30 days of receiving a valid petition.

Only one agenda item, or related set of agenda items, may be covered by one petition.

=== Quorum ===

The majority of the Directors serving at the time shall constitute
a quorum.

=== Action by Majority Vote ===

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

== Article 7. Officers ==

The Officers of the Association shall be: (a) the President, (b) the
Vice-President, and (c) the Secretary-Treasurer.

=== President ===
The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

=== Vice-President ===
The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to
time be assigned to this office by the Board of Directors or by the
President.

=== Secretary-Treasurer ===

The Secretary-Treasurer shall ensure that all books and records are maintained and that all member communications are conducted in accordance with the Rules of the Association. The Secretary-Treasurer shall prepare an annual financial report for the Association. The Secretary-Treasurer shall file all statements and reports required of the Association in a timely manner.

The Secretary-Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

== Article 8. Referenda ==

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted as described in this Article, Article 9, and the Rules.

=== Board Initiated Referenda ===

The Board may put any appropriate question to a referendum of the Members.

=== Petition for Referendum ===

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

=== Wording of Referendum ===

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

A question will be binding only if consistent with the Rules.

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. Quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters. Abstention votes will be counted in determining the question of quorum.

=== Action by Majority Vote ===

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

=== Effect of a Decision by Referendum ===

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

== Article 9. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring that:
#* The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
#* The methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. Annual Meeting and Report ==

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

=== Notice ===

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

== Article 11. Amendment of Bylaws ==

=== Amendment by Directors ===

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

* At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
* No less than 30 days, and no more than 60 days after initial approval, and during the Current Board Term, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended.
* After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
* A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

The bylaws may be amended by the Members by Referendum as provided for in the Rules. The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.

== Article 12. Dissolution ==

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

== Article 13. Parliamentary Authority ==

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parliamentary Procedure.''

== Article 14. Formation Arrangements ==

Articles in this section override all other sections of these Bylaws.

=== Founding Board ===

The Board of Directors shall initially consist of the four Directors
or Trustees named in the Articles Of Incorporation ("the Founding
Directors").

=== First Election of Directors ===

The first election of the Board of Directors shall be carried out as
provided for in the Rules, except that eligibility
for candidacy will be conferred to any person nominated by the
Leadership Committee.

=== Second Election of Directors ===

Candidates shall be considered eligible for election if they have been members in good standing for 12 months prior to the second election of the Board of Directors.