Article 12 Rewrite Proposal, May 2006

At the April 17, 2006 meeting of the Board of Directors, the decision was made to rewrite Article 12 (the Special Interest Groups rules) of the South Bay Community Network's By-Laws. Ian Kluft, Heather Stern and William Estrada will lead the discussion and rewriting. The decision also required input to be collected from members about the changes.

Text of the current Article 12

ARTICLE 12 SPECIAL INTEREST GROUPS SECTION 1. FORMATION Any member may propose a Special Interest Group (SIG), subject to the following conditions: A proposal shall be made in writing or electronic form which defines the purpose of the SIG. There are at least three members who have expressed interest in the subject of the SIG and are willing to participate in it. One of those members is willing to coordinate the SIG. The proposal is brought to and approved by the President. The SIG may commence operation after the President appoints the initial coordinator. SECTION 2. CONDITIONS FOR OPERATION Any SIG failing to meet these criteria may be removed by the President. The coordinator shall be a member in good standing of the corporation. The participants of the SIG shall include a minimum of 3 members of the corporation. The SIG shall limit its activities to those within its defined purpose. The SIG shall have some form of electronic forum and/or monthly activity. The SIG is specifically allowed to have participants who are not members of the corporation, as a form of outreach. For IRC 501(c)7 compliance, the SIG shall limit these participants such that no privileges of the corporation's membership are given to non-members. Money, transactions and property of the SIG are those of the corporation. The SIG coordinators shall have no more financial authority than specifically delegated by the President and Treasurer of the corporation. An accounting and description of activities of the SIG shall be provided upon the request of any Director of the corporation. The SIG shall adhere to policies of the corporation, including with regard to use of property and intangible assets of the corporation not assigned to and not in possession of the SIG. The Board of Directors of the corporation shall have authority to remove any SIG by a 2/3 majority vote, with or without cause. SECTION 3. ORGANIZATION The SIG participants may opt as a group to adopt a charter as their governing rules. For SIGs with charters, the SIG charter shall include the following rules: Purpose of the SIG Roles and duties of SIG officers One officer position shall act as representative of the SIG to the corporation and be the SIG coordinator as defined in these By-Laws. Qualifications of SIG officers, which shall include the requirement that all SIG officers be members in good standing of the corporation. Procedures for election and removal of SIG officers by the SIG's participants. Any SIG officer may be removed by the Board of Directors of the corporation by a 2/3 majority vote. In case of conflict, the SIG charter shall be superseded by these By-Laws, the Articles of Incorporation and any applicable local, state and federal laws. A SIG without a charter shall be an informal association, over which the President of the corporation shall have authority to appoint and remove the SIG coordinator and remove any appointed posts within the SIG. The SIG coordinator shall have authority to appoint and remove positions within the SIG.

Problems with the current Article 12

Through past discussion we've concluded there are a lot of problems with the way Article 12 is currently structured.

• The idea of an unchartered SIG doesn't work.
• Expecting a SIG to write its own charter doesn't work. People in any SIG are interested in the technical topic they came for, not administrivia.
• The current Article 12 SIG rules were written by and for SVLUG. So they're due for a rewrite to make them relevant to our current SIGs and our vision for the future.
• Future new SIGs should be required to submit a charter as part of an application process. This led to a joke of a "MadLibs-style new charter web form".
• The interpretation of "Is the SIG coordinator the same person as the leader of the SIG" needs to be settled in the SIG rules rewrite. The By-Laws language has been pointed out to be vague on that point. Some people think it shouldn't necessarily be. I think that whatever is done needs to have a firm organizational link between sbay.org and each SIG. That preserves the integrity of legal protections for corporations. So a volunteer is clearly within the activities of the corporation.

Temporary policies from the April 17 Board of Directors meeting

As an effort at clarification until the Article 12 rewrite is done, the Board of Directors decided at the April 17, 2006 meeting made several new policies which apply to Special Interest Groups.

• No new unchartered SIGs will be allowed to enter sbay.org - any new SIG must submit a charter as part of the application process.
• Current SIGs must complete their charters by July 1st. Otherwise the SIGs Support Project will be authorized to finish their charters for them. The charters will include rules for SIGs to amend their own charters.
• New SIG charters or amendments to existing charters shall require approval by either:
  1. 2/3 of the SIG participants and a simple majority of the Board of Directors
  2. 2/3 of the entire Board of Directors
• SIGs are not permitted to attempt to leave the corporation or hold a vote to leave without prior approval of the Board of Directors. Upon receiving a request to hold such a vote, the Board will impose a mandatory 60-day discussion period intended to solve problems which led to the request. If the request remains standing after 60 days, the Board will review available information and make a decision. (This policy will probably either be included in or superseded by the amendment to Article 12 of the By-Laws.) A SIG's vote to leave can only take place with prior approval of the Board of Directors - otherwise vote and the process behind it is invalid.

The current intent is to include these policies in the Article 12 rewrite.

Other ideas for SIG Rules

This is where the discussion stands right now. We're soliciting input.

• The original rules for SIGs treated them like small clubs allowing the President of the corporation can appoint and remove volunteers including the leader of the SIG. In practice, the existence of this provision turned out unnecessarily intimidating. These powers should be moved to the Board of Directors to indicate a more elevated importance of SIGs in the structure of the overall organization.
• The Apache Software Foundation has already learned some similar lessons as an umbrella organization. They require projects coming into their organization to go through an "incubation" period in which they must work their way up to ASF project standards. While there are many details we should consider whether to do similar or differently, this overall concept seems obviously a good idea.

Workspace for text of the proposed rewritten Article 12

The rewritten text is being added here and will be modified as suggestions are received.

ARTICLE 12 SPECIAL INTEREST GROUPS SECTION 1. ABBREVIATIONS The singular term "Special Interest Group" is abbreviated SIG. The plural term "Special Interest Groups" is abbreviated SIGs. SECTION 2. SIG SUPPORT PROJECT The corporation shall maintain a SIG Support Project with volunteers to provide assistance with the corporation's procedures to any SIG as needed. SECTION 3. SIG SUPPORT OFFICER The SIG Support Officer shall have authority and responsibility to lead the SIG Support Project. The SIG Support Officer shall be elected by the Board of Directors. In case of a vacancy in the SIG Support Officer position, the President shall appoint an interim SIG Support Officer to serve until the Board of Directors elects the SIG Support Officer. SECTION 4. SIG FORMATION Any group of members may propose a new SIG, subject to the following conditions: A minimum of 3 members in good standing are participants of the SIG. A proposed SIG charter shall be submitted with the application. The SIG charter shall be subject to review by the corporation. It may be returned for revision without rejecting the application. The Board of Directors shall make the decision to accept or reject the proposed new SIG, conditional upon its successful completion of the SIG Incubation Period. SECTION 5. CREATION OF A SIG FROM AN EXTERNAL CLUB OR PROJECT The club or project shall provide documentation that it has determined by its existing decision-making procedures the intent to apply and become a SIG. The club or project leadership shall enter into a SIG Application Agreement with the following conditions. The club or project will transfer all property, including Internet domains and software source code copyright ownership, to the corporation. The corporation accepts the current club or project leadership as the initial leadership of the SIG. If the SIG application is not accepted or the SIG fails to complete its incubation period, the property shall be returned. SIG incubation conditions may be included in the agreement which must be met in order for the SIG to complete its incubation period. A proposed SIG charter shall be submitted with the application. The SIG charter shall be subject to review by the corporation. It may be returned for revision without rejecting the application. The Board of Directors shall make the decision to accept or reject the club or project as a SIG, conditional upon its successful completion of the SIG Incubation Period. SECTION 6. SIG INCUBATION PERIOD Upon acceptance of a new SIG, an incubation period begins. The SIG succeeds in its incubation period when the following requirements are met. For an external club or project becoming a SIG, all transfers of property are completed. The SIG establishes regular recurring activity applicable to its topic area. This includes but is not limited to holding meetings, establishing an e-mail list or other electronic communications among participants. The SIG meets all conditions set by a SIG Incubation Policy by the Board of Directors. The SIG Incubation Policy shall be allowed to differentiate between different types of SIGs including but not limited to technical clubs, periodic events and Open Source software projects. For an external club or project becoming a SIG, the SIG meets all conditions set by the SIG Application Agreement. The SIG meets all conditions set by the Board of Directors upon acceptance of the SIG. The SIG Support Project shall have the authority to determine that a SIG has met the requirements of its incubation period, ending the incubation period with a successful result. The SIG Support Project shall have the authority to determine that a SIG has failed or is not expected to meet the requirements of its incubation period, ending the incubation period with an unsuccessful result. The SIG may choose to withdraw its application during the incubation period by a 2/3 absolute majority vote of its participants, ending the incubation period with an unsuccessful result. The Board of Directors may cancel the SIG application during the incubation period by a 2/3 absolute majority vote, ending the incubation period with an unsuccessful result. SECTION 7. SIG CHARTERS All SIG charters shall include the following statements. The charter shall state the purpose of the SIG. The organization is a "Special Interest Group (SIG) of the South Bay Community Network, Inc., a California non-profit corporation." The SIG is organized under Article 12 of these By-Laws. The SIG charter shall define the following: officer positions of the SIG and the roles and duties of each, a title for the top leadership position of the SIG, how the top leadership position in the SIG is selected, which shall be one of the following: elected by SIG participants, appointed by the President or elected by the Board of Directors, a procedure for removal of officers, a procedure for creation and removal of volunteer positions, a procedure for appointment and removal of individuals in volunteer positions, which officer position in the SIG corresponds to the SIG Coordinator position in these By-Laws, a procedure for voting on issues put before the SIG participants, and a procedure for making rules and policies of the SIG. Officers of the SIG are required to be members in good standing of the corporation. If any officer positions are elected then election procedures shall be specified. Any officer or volunteer may be removed from their post by the corporation's Board of Directors. The SIG shall adhere to the corporation's e-mail list policies including e-mail etiquette. The SIG policies may be removed by the corporation's Board of Directors. In case of conflict, the corporation's by-laws, the corporation's policies, US Federal law, and laws of applicable state and local governments take precedence over any SIG policy. A policy or proposed policy found by the SIG officers or the corporation to be in violation shall be cancelled and returned to its author with recommendations. Decision-making procedures of Article 6 of the corporation's By-Laws shall also govern decisions within the SIG. It shall be the responsibility of the SIG Coordinator to ensure that these procedures are followed and to perform or delegate the role of conflict resolution arbitration when necessary. The SIG charter may be amended when a proposed amendment is announced to the SIG participants and approved by either of the following: A 2/3 absolute majority vote of the SIG participants and approval by a simple majority vote of the corporation's Board of Directors. A 2/3 absolute majority vote of the corporation's Board of Directors. These required statements apply to all SIGs even if omitted from the charter for any reason. If a required statement is found to be missing from a SIG charter, the SIG charter shall be amended to include it. SECTION 8. SEPARATION OF A SIG FROM THE CORPORATION SECTION 9. DISSOLUTION OF A SIG A SIG may be dissolved by a 2/3 absolute majority vote of the Board of Directors.

Comments

I suggest the definitions of "simple majority" and "absolute majority" needs to be stated. I also suggest that the definition makes the distinction on whether the majority is based on the numbers of votes cast (eligible voters present) or of the entire eligible voting membership.

-- TrFullhart - 21 May 2006