Discussion of Direxant Charter in SBAY.ORG

This discussion is intended to capture and maintain the traditions of Direxant for its charter under the SBAY.ORG By-Laws. This is not the actual charter, but just a discussion and note-taking area for it.

In some places this refers to SBAY.ORG's By-Laws, which can be found at http://corp.sbay.org/

This wiki page is being used again as of 1/24/2009 for working on an amendment to the Direxant charter.

Purpose

Direxant is a technical hobby club of individuals based in Silicon Valley, California interested in mapping, geographical and geospatial computing applications, including geographic information systems (GIS).

Direxant is a Special Interest Group (SIG) of the South Bay Community Network, Inc., a California non-profit corporation, also known as SBAY.ORG or SBAY (hereinafter "the corporation"). Direxant is organized under Article 12 of the corporation's By-Laws.

Definitions

A simple majority vote is a vote where the minimum number to pass must be greater than a fraction of the total votes that were cast. If no other fraction or percentage is specified then the vote must be greater than 1/2 to pass.

An absolute majority vote is a vote where the minimum number to pass must be greater than a fraction of the total eligible voters. A vote of the membership shall be counted as a fraction of the active voting members. If no other fraction or percentage is specified then the vote must be greater than 2/3 to pass.

Direxant Officers

The only required officer position is the Coordinator.

If the Coordinator appoints any assistant coordinators or project leads, these are considered officer positions.

All the officers of Direxant comprise the Executive Team. The Executive Team shall have a minimum of 5 members in order to hold a vote on any topic.

Coordinator

The Coordinator is responsible for overseeing the general affairs of and managing all officers and volunteers in the best interest of the SIG. The individual is elected for one-year terms by the Direxant membership each calendar year.

The Coordinator is granted the authority necessary to implement the following requirements of the office:

• Supervise and manage the affairs of Direxant
• Represent Direxant to the corporation
• Represent all external activities of Direxant
• Appoint, delegate or remove volunteers to/from any position in Direxant
• Insure that Direxant complies with all laws, policies, and rules including, but not limited to, the following (as organized from highest to lowest precedence):
  • applicable federal, state and local laws
  • the corporation's By-Laws
  • the Direxant charter (this document)
  • the corporation's rules and policies
  • Direxant's rules and policies

The Coordinator shall be a participant in Direxant, a member in good standing of the corporation and at least 18 years of age.

Procedures for Election and Removal of Officers

At the beginning of each calendar year, the members of Direxant shall elect the Coordinator. If there is only one unopposed qualified candidate for a given position, he or she assumes the office by default. If there is more than one qualified candidate, an election by electronic voting shall be performed.

Any electronic voting system to be used for election and removal of Direxant officers shall meet the same requirements as in the corporation's By-Laws in Article 5.

The previous year's Coordinator shall be responsible to implement the election process for the new calendar year's Coordinator. This task may be delegated to one or more Direxant members. No candidate shall be involved in the nomination or election process.

Any Direxant officer may be removed by 2/3 absolute majority vote of the members for cause.

Any Direxant officer or volunteer may be removed from their position by the corporation's Board of Directors.

Succession of Coordinator

Direxant may establish a policy regarding the order of succession of members of the Executive Team to fill the position of Coordinator in the event of a vacancy. In the absence of such policy, the order of succession shall be determined by consecutive length of service on the Executive Team. If the Coordinator position cannot be filled by this method, the President of the corporation is authorized to appoint a Coordinator to fill the remainder of the term.

E-mail Lists

Direxant shall adhere to the corporation's e-mail list policies including e-mail etiquette. Direxant may make its own policies regarding e-mail lists.

Policies and Rules

A proposal for a new policy may be made by any Direxant member. A draft of the policy shall be distributed to the members with a minimum of 7 days for review, unless cancelled by its author.

Direxant may adopt proposed policies or remove existing policies of the organization by any one of the following methods:

• a simple majority vote of the members
• an absolute majority of the Executive Team

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 Direxant policy. A policy or proposed policy found by the Direxant officers or the corporation to be in violation shall be cancelled.

Qualifications for membership in Direxant

Direxant is a technical club, with membership subject to approval.

Some activities are open to the public, including, but not limited to, the regular monthly Direxant meetings. Non-members may participate at these activities as a condition for joining Direxant.

An individual may initiate the process of joining Direxant by expressing interest. One of the following prerequisites must be met:

• participation in an Direxant event, not including any meeting
• in lieu of participation, a review of their qualifications and approval by the Executive Team

Once a prerequisite is met, a new member may be approved by a simple majority vote of the Direxant membership.

For members under age 18, parental permission is a prerequisite for membership.

There are no dues for membership.

Members of Direxant are not required to be members of the corporation. However, support of the corporation by joining its membership is encouraged.

Sensitive Information

Direxant may at times be entrusted with information that requires restricted access. Examples of sensitive information include, but are not limited to:

• Confidential information about a person or organization which provides equipment or resources for an Direxant project;
• Private information about members and participants, including, but not limited to, telephone numbers, mailing addresses, medical information, or any other uniquely identifying characteristics; and
• Information designated as confidential by a person or organization who hosts or participates in an Direxant activity or project.

All dissemination and discussion of sensitive information within Direxant shall include handling instructions whenever possible regarding restrictions and proper usage of the information. These instructions may be updated by the owner or source of the information at any time. Examples of handling instructions include, but are not limited to:

• Need to Know - All Direxant officers and specific individuals approved by the Coordinator; and
• Project Participants - All Direxant officers and only those individuals, as determined by an Direxant officer, who actively participate in the specific Direxant project related to the information.

Sensitive information may not include any information which is illegal, unreasonable, or in violation of the privacy of Direxant members or project participants.

Removal or Suspension of Direxant Members for misconduct

Any Direxant member found by the Direxant officers to have committed behavior contrary to the Direxant charter or endangering the reputation of Direxant including, but not limited to, inappropriate disclosure of sensitive information entrusted to Direxant, shall be subject to disciplinary action.

If the individual is a member of the Executive Team, the remainder of the Executive Team shall decide the issue.

If the individual is an Direxant member, the officers shall decide based on an absolute majority vote whether the degree of the offense warrants requirement of an apology and temporary suspension of some or all membership privileges or, in the most severe circumstances, expulsion from Direxant.

An Direxant member shall not be considered in good standing while a suspension of any membership privileges is in effect.

Decision-making procedures and conflict resolution

Decision-making procedures of Article 6 of the corporation's By-Laws shall also govern decisions within Direxant.

It shall be the responsibility of the Coordinator to ensure that these procedures are followed and to perform or delegate the role of arbitration when necessary.

voting procedures

The following procedure applies to votes on issues put before the Executive Team or Direxant membership.

Voting may take place by e-mail with the following requirements. This procedure is called an "e-mail vote".

• Voting shall take place within a minimum period set by policy. In the absence of such a policy, the minimum period shall be 24 hours.
• Only votes e-mailed to the entire votership will be counted. Votes shall be known to the entire votership. The smallest mail list including all the valid voters is recommended. Votes sent to an incorrect destination may be re-sent by the voter or forwarded with the voter's permission to the mail list.
• Only members in good standing shall be eligible to vote.
• Votes use the style from the BSD and Apache open source projects:
  • "+1" is a positive vote
  • "0" is an abstention
  • "-1" is a veto, which requires an explanation and follow-up discussion, in which the vote may be changed if reasons for the objection or question are resolved. Unless voting periods are specified by policy, the following rules shall apply:
    • If a veto occurs with less than 6 hours remaining in the vote, then the discussion period may continue until 6 hours after the veto.
    • Any period after the end of the 24 hours is called the "extended voting period".
    • A veto during an extended voting period shall not cause an additional extension.
  • Members may change their votes during the discussion period.
• Unless a specific margin to pass is specified by this charter, the following criteria are required for a vote to pass:
  • A vote on an issue fails if there are any unresolved vetos at the end of the voting period and extended discussion period.
  • Votes on any issue require a minimum of 3 positive votes in order to pass.

Direxant may establish a procedure for votes by members at meetings to have the same effect as an e-mail vote of the members. Direxant may adopt a policy which shall contain the following:

• a list of topics that are allowed to be decided by a vote at a meeting
• the procedure for holding such votes
• the requirement that votes are only counted for Direxant members
• a quorum for holding a vote at a meeting, which shall not be less than the greater of 5 members or 10% of the active membership

active voting status

An Direxant member is considered active for 12 months upon stating they are active or upon casting a vote. The number of active members shall be used when computing the requirement of an absolute majority.

Amendments to the Direxant Charter

Any Direxant member in good standing may propose an amendment to the charter.

A proposed amendment must be announced to all the Direxant members. The discussion period shall be a maximum of 7 days. The Coordinator shall appoint a member to mediate revisions of the proposal during the discussion period with the goal of either reaching consensus or satisfying enough members for the revision to pass.

If the discussion process concludes successfully then the proposal shall continue to a vote of the Direxant members. Voting shall be held for a minimum of 72 hours. An absolute majority vote of the Direxant members is required. Then a simple majority vote of the corporation's Board of Directors is required to enact the amendment.

The corporation's Board of Directors may also amend the Direxant charter by a 2/3 absolute majority vote without a vote of the Direxant membership.

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