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Discussion of SVPerl Charter in SBAY.ORG

This discussion is intended to capture and maintain the traditions of SVPerl 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/


Silicon Valley Perl (SVPerl) is a technical hobby club of individuals based in Silicon Valley, California interested in the Perl programming language.

SVPerl 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"). SVPerl is organized under Article 12 of the corporation's By-Laws.


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.

SVPerl Officers

The only required officer positions are the Coordinator and Assistant Coordinator.

If the Coordinator appoints any leadership positions, these may at any time be designated as officer positions.

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


The Coordinator is responsible for overseeing the general affairs of SVPerl and managing all officers and volunteers in the best interest of the SIG. The individual is elected for one-year terms by the SVPerl 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 SVPerl
  • Represent SVPerl to the corporation
  • Represent all external activities of SVPerl
  • Appoint, delegate or remove volunteers to/from any position in SVPerl
  • Insure that SVPerl 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 SVPerl charter (this document)
    • the corporation's rules and policies
    • SVPerl's rules and policies

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

Assistant Coordinator

The Assistant Coordinator shall act as an assistant to the Coordinator. The Assistant Coordinator may act as Coordinator when the Coordinator is absent or unable to serve.

The qualifications for Assistant Coordinator shall be the same as for Coordinator.

Procedures for Election and Removal of Officers

At the beginning of each calendar year, the members of SVPerl shall elect the Coordinator and Assistant Coordinator. An election may be held either online or at at the regularly scheduled meetings in December or January. If a quorum is not available, then the election shall be held online.

When an election is held at a meeting, if there is only one unopposed qualified candidate for a given position, a vote of acclamation by show of hands may be used to streamline the process of approving the candidate.

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

Any online election shall include "none of the above" as an option when electing candidates to one or more positions. Any candidate who scores behind "none of the above" shall not be elected, even if open positions are available.

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 SVPerl members. No candidate shall be involved in the nomination or election process.

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

Any SVPerl officer or volunteer may be removed from their position by the corporation's Board of Directors with or without cause.

Succession of Coordinator

The Assistant Coordinator is the first in line of succession to fill the Coordinator position in case it becomes vacant.

SVPerl may establish a policy regarding further 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.

Social Networks

SVPerl shall adhere to the corporation's social networking policies including etiquette. SVPerl may make its own policies regarding social networks.

Social networks shall include but not be limited to e-mail lists, instant messaging, and social web sites which are authorized to represent or serve SVPerl, regardless of whether they are operated by SVPerl or the corporation.

Policies and Rules

A proposal for a new policy may be made by any SVPerl 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.

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

Qualifications for membership in SVPerl

SVPerl is a technical club, with membership open to persons who agree with the purposes of SVPerl, subject to restrictions listed here.

An individual may initiate the process of joining SVPerl by expressing interest. This person becomes an SVPerl member when all of the following have occurred.

  • The person agrees to abide by this charter.
  • The person complies with the membership policy established by SVPerl, if any.
  • The new member is recorded on a list of members.

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

There are no dues for membership.

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

Sensitive Information

SVPerl 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 SVPerl project.
  • Private information about members and participants, including, but not limited to, telephone numbers, mailing addresses or other uniquely identifying characteristics.
  • Information designated as confidential by a person or organization who hosts or participates in an SVPerl activity or project.
  • Any information covered by an applicable privacy policy by SVPerl or the corporation.

All dissemination and discussion of sensitive information within SVPerl 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 SVPerl officers and specific individuals approved by the Coordinator; and
  • Project Participants - All SVPerl officers and only those individuals, as determined by an SVPerl officer, who actively participate in the specific SVPerl project related to the information.

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

Removal or Suspension of SVPerl Members for misconduct

Any SVPerl member found by the SVPerl officers to have committed behavior contrary to the SVPerl charter or endangering the reputation of SVPerl including, but not limited to, inappropriate disclosure of sensitive information entrusted to SVPerl, 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 SVPerl 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 SVPerl.

An SVPerl 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 SVPerl.

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.

Meeting procedures

SVPerl membership or Executive Team meetings shall use the SBAY Networked Meeting Procedures.

SVPerl membership or Executive Team members may participate in any such meeting in person or by means of a teleconference, data network, or similar communications equipment by means of which all persons participating in the meeting can communicate with one another. Participation by such means shall constitute presence in person at a meeting.

Voting procedures

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

Voting may take place at a meeting. A quorum shall be 5 members or 10% of the active membership. SVPerl may adopt a policy with a list of topics that are allowed to be decided by a vote at a meeting. Otherwise the members may decide any SVPerl matters allowed by this charter.

At a meeting of the SVPerl membership, votes may only be cast or counted for members in good standing. At a meeting of the Executive Team, votes may only be cast or counted for officers in good standing.

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.

Active voting status

An SVPerl 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 a quorum or an absolute majority.

Amendments to the SVPerl Charter

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

A proposed amendment must be announced to all the SVPerl 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 SVPerl members. Voting shall be held for a minimum of 72 hours. An absolute majority vote of the SVPerl 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 SVPerl charter by a 2/3 absolute majority vote without a vote of the SVPerl membership.


Topic revision: r1 - 2011-01-06 - IanKluft
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