LOPSA Bylaws

Current status: Draft.

• The final draft needs to be submitted for legal review and comment, and then ratified by the Board.

The colored text represents items still up for discussion or that require legal assistance for correct wording.

See also: Articles of Incorporation, SAGE Policies, Governance Discussions, Geoff's Guide to Parliamentary Procedure.

Article 1. Name and Purpose

Name

The name of the organization shall be The System Administrators Guild, Inc., a non-profit corporation in New Jersey (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 New Jersey corporations law.

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.

NOTE: Issues must be dealt with in policies. Includes: eligibility dates, cutoff dates, financial current member definition.

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

Directors shall serve for a term from the beginning of the Annual Directors Meeting following their election until the beginning of the Annual Directors Meeting following the next election.

Board Term

The Board Term shall mean the natural term of the Directors of the Board, being from the beginning of the Annual Directors Meeting following an election of Directors until the beginning of the Annual Directors Meeting following the next election. 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 to serve on the Board.

David: Legal review. Same issues arise after election--changing membership policy to kick out a Director, etc.

Lorette: Need consistency between this section and section for candidates' eligibility.

Election of Directors

Elections shall be conducted as described in the Election Policy. Elections for Director shall be conducted using the Meek Single Transferable Vote. Elections Policy shall provide for the greatest member participation possible while maintaining organizational prudence.

Voting shall be held every two years, in June.

Eligibility

Directors and candidates for election to the Board must be members of the Association in good standing. Directors and candidates for election to the Board must have maintained membership in good standing since the prior election to be eligible for nomination. Directors and candidates for election to the Board must be legally capable of serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. No Member shall arbitrarily be denied the right to stand for election to the Board.

LEGAL REVIEW: Ask for legal assistance as to "legally capable"--sentiment is right, is wording? The italicized bit is desired, but we don't know how to word it.

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 petition and 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.

The President or Vice-President may convene a Special Meeting of the Board to consider the censure (including dismissal) 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. A censure motion 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 shall not be counted in determining quorum or the number of votes cast.

NOTE: Redraft for wording--make sure there's some mechanism for accused to be present and present a case. Make sure "Special Meeting" alone is correct enough. Make sure it allows for enough Board participation. David wants to put the requirements for the meeting here rather than calling out to "Special Meeting".

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 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.

LEGAL REVIEW: This is in a lot of boilerplate--is this a required clause? Could a board stage a coup this way?

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 greater) 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 will convene the Meeting within 30 days of receiving a valid petition.

NOTE: This section is not consistent with #Petition for Referendum below. It certainly shouldn't be harder to petition for a meeting than for a referendum. Need to fix.

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 in accordance with this Article 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.

NOTE: Need to make consistent with petition for special meeting. See note above.

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. Voting "No" on the question does not disqualify the voter from voting on the sub-question's options.

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

Conduct of the Referendum

The referendum shall be conducted in the same manner and governed by the same rules as an election of the Board. Referenda may appear on the same ballot as the ballot for election of the Board.

1. A ballot of the membership shall be proceeded by a notice from the Board ("Ballot Notice") being sent to the members at least 21 days prior to the closing date of the ballot.
2. The Ballot Notice shall include details of the resolutions to be voted upon, the valid methods for casting a vote, and the closing date that votes will be accepted.
3. More than one resolution may be voted on in a single ballot, but each resolution must be voted on separately.
4. Each Member who is entitled to vote under these Rules shall be entitled to cast one vote for each resolution under ballot.
5. The Board may provide for ballots to be voted upon in such usual and proper manner as it determines from time to time, provided that:
   1. 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
   2. The combination of 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.
6. The ballot shall be determined on the combined votes from all approved methods of voting for that resolution.
7. For a ballot resolution to be binding upon the Board, quorum must be met as stated in this Article. Abstention votes will be counted in determining the question of quorum. Abstention votes will not be counted in determining the proportion of votes for and against the resolution under ballot.

NOTE: There is general agreement that the above is too verbose and some of the language can be eliminated or moved into Policy.

Quorum

The 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.

TO BE MOVED TO BYLAWS AMENDMENT ARTICLE: 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.

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.

NOTE: Need to define what "absentions" mean.

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. 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.

LEGAL REVIEW: What requirements for quorum are there, if any?

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 10. Amendment of Bylaws

Amendment by Directors

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

1. 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.
2. No less than 30 days, and no more than 60 days after initial approval, 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. The amendment fails if it is not ratified at the second reading.
3. 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.
4. 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.

Amendment by Members

The bylaws may be amended by the Members by Referendum as provided for in the Rules.

Article 11. 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 12. 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.

Article 13. Parlimentary 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 Parlimentary Procedure.