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Re: [atlarge-discuss] WG-Bylaws and its hard working Coordinator
Sotiris wrote:
> "Unfortunately, nothing for a few weeks at least."
>
> "For a few weeks at least"!!!!! How nice. Not even a
> rough outline or draft document in the past several
> weeks... now we're expected to wait a few more weeks "at
> least" (if not more?)...
Well if we do not want to wait a few weeks I have over the last few weeks taken
the liberty of drafting up some bylaws which would be legally consistent with a
society incorporated under the NZ Incorporated Societies Act. I have written
dozens of constitutions for incorporated socieities so it is an area which I
know a bit about.
If they are a useful basis for discussion and modification that could be a way
to make some progress. I have absolutely no vested interest in this process -
I am just a frustrated member who wants to see incaaatlarge.org focus on
substantive issues rather than the procedural issues which have dominated of
the last six months.
The proposed constitution (as Kiwis call it) is below. I have
used some principles in drawing it up which people may nor may not agree with
but I'll state them below so people understand my reasoning.
1) icannatlarge.org is primarily an advocacy group. It is not likely to ever
be interested (or able) in purchasing buildings, hiring staff like may
socieites do. It is designed to allow a collective voice to be heard for its
members.
2) icannatlarge.org is primarily an internet based organisation. Authoritative
meetings will be of those held online not of physical meetings face to face
which only some members can attend
3) The constitution as an entrenched document should mainly focus on the
essentials of the legal framework needed for the society to operate. It should
not be used to document every procedure of the organisation as these can be
developed and approved by other means once we have the overall legal framework.
4) Most of the 1,000 members want to participate in the society but not govern
it. They want an entrenched right to be able to elect an executive who can
make things happen and have an entrenched right to remove that executive (or
members of it) if unhappy with it. They want to approve the major rules of the
society but they don't want to vote twice a week on the communication protocol
between the Executive and the Webmaster and if the webmaster can post to the
exec list etc.
5) Bearing in mind (4) I am very much against an IDNO type constitution which
was so overly proscribed and had various "centres of power" that it helped kill
the organisation (not only factor though). I believe you elect an executive
with the power to make things happen and leave it to them to arrange webmaster,
polling officer etc. If they do a lousy job then throw them out but don't set
the organisation up for a case of permament paralysis by repeating what the
IDNO had. I also believe it is best to start with a position of trust in ones
elected officers, and not assume they are going to be power mad dictators who
need an elected webmaster/polling officer for example who can keep them honest
by exposing their failings. The membership has shown itself very adept by
itself in identifying panelists who are not performing.
Anyway that is enough from me. A draft constitution is attached and if people
feel it forms a good starting point then that is great. if not, it is no skin
off my back.
DPF
PS - The Constitution is loosely based on InternetNZ as that organisation is
also open to individuals and operates primarily through the Internet instead of
only face to face meetings. It is not a replcia though - significant changes
have been
made.
PPS - The mailing list won't let me post the constitution as an rtf file. If
someone can upload it to an appropriate website for me that would be great -
in the meantime it is below as plain text.
CONSTITUTION OF
ICANNATLARGE.ORG
1. NAME
The Society shall be known as: ICANNATLARGE.ORG INCORPORATED
2. OBJECTS
Icannatlarge.org is a non-profit common interest society to represent
individual internet users world-wide on issues affecting their use of the
Internet. These include but are not limited to naming and addressing issues
which are dealt with by the Internet Corporation for Assigned Names and Numbers
(ICANN) and the Internet Assigned Numbers Authority (IANA).
It is intended that the Society be the principal organisation representing the
interests of individual Internet users to and within ICANN.
3. MEMBERSHIP
3.1 Any natural person may apply to be a member of the society.
3.2 No person may hold more than one membership of the society
3.3 The society is able to develop procedures to verify if membership
applications are from unique natural persons and refuse membership if unable to
verify
3.4 No person, verified as an unique natural person, shall be denied membership
of the society
3.5 Any natural person may apply for individual Ordinary Membership under
their own name. A working e-mail address must also be supplied which shall be
their formal contact address, for communications from the society, and for
electronic voting.
4. TERMINATION OF MEMBERSHIP
4.1 A Member wishing to resign from the Society must give notice of resignation
to the Secretary.
4.2 The society may by general resolution set an annual subscription. Once a
subscription has been set then members must pay this into the society’s bank
account within six months to remain a member.
4.3 A subscription is valid for exactly one year. If a subscription is not paid
within six months of the expiry of the subscription then the membership of the
person shall lapse.
6. THE BOARD
6.1 The affairs of the Society shall be conducted by the Board of the Society
in accordance with this Constitution and general resolutions of the Members.
The Board shall adopt procedures for the conduct of its own affairs.
6.2 The Board of the Society shall consist of four Officers, five regional
Directors and four global Directors.
6.3 Only financial members of the society may serve on the Board.
6.4 No more than two employees or officers of any company or organisation may
simultaneously hold positions on the Board. This provision shall not be
interpreted as placing any restriction on the nomination of candidates for
election.
6.5 An annual ballot shall be held, open to all members of the society, to
elect the Officers and the global Directors.
6.6 An annual ballot shall be held, open to all the members of a region of the
society, to elect a regional Director for that Region. The regions of the
society shall be the regions of ICANN unless the society determines otherwise.
6.7 Vacancies on Council
a. Any vacancy shall be filled by the membership voting through an
electronic ballot, unless the vacancy occurs within the three months prior to
the scheduled annual election in which case the Board has discretion not to
hold such a ballot. The replacement shall serve the remainder of the term for
that position.
6.8 An Board member (including Officers) may be dismissed by general resolution
of the Society, provided that
a. such resolution must show just cause of such dismissal, and must have
been delivered in writing to the Board Member or Officer concerned at least
twenty-one days before the vote, and
b. such resolution must be passed by at least a two-thirds majority of
those voting.
7. OFFICERS OF THE SOCIETY
7.1 The Chairperson;
The Chairperson shall chair the Board, oversee the business of the Society and
be the primary spokesperson.
7.2. The Deputy Chairperson;
The Deputy Chairperson shall assist the Chairperson in their duties and
deputise for the Chairperson as required
7.3 The Secretary;
The Secretary shall have responsibility for such administrative tasks as may be
required by the Constitution or by the Board.
7.4 The Treasurer;
The Treasurer shall administer the financial affairs of the Society as directed
by the Board.
7.5 No person shall hold concurrently more than one Office of the Society.
7.6 If a person is elected to more than one Office then they shall vacate the
more junior office with seniority being reflected by their order of inclusion
in the Constitution.
7.7 No person shall be eligible to be elected to a particular Office for more
than two consecutive terms.
7.8 Any Board Member who is elected as an Officer shall be deemed to have
automatically resigned as a Regional or Global member of the Board.
9. MEETING OPTIONS
9.1 All meetings of the Society shall be held electronically to allow for full
participation of all members.
9.2 Non electronic meetings can be held for purposes of information sharing and
discussion but shall not be formal meetings of the Society.
10. GENERAL RESOLUTIONS
10.1 A General resolution of the Society is a motion passed by the members of
the society.
10.2 All motions will have three voting options available to members – “In
Favour”, “Against” and “Abstain”. A motion is considered passed if the number
of those voting in favour exceed those who vote against.
10.3 Certain issues, including changes to this constitution, shall require a
super-majority to pass in which case the number of members voting in favour
must be more than twice as many as the members voting against.
10.4 The Board may by majority vote may call a membership vote on any
proposed resolution
10.5 The Board is obliged to call a membership vote on a proposed resolution
if the greater of 20 members or 2% of the membership of the society petition
the Board to call such a vote
10.6 General resolutions of the society are binding on the Board
10.7 An e-mail discussion list open to all members, but able to self-impose
posting rules and limits, shall be established by the society and be available
to discuss proposed general resolutions
11. GENERAL MEETINGS
11.1 Annual General Meeting
11.1.1 An Annual General Meeting shall be held within three months of the end
of the calendar year, commencing at a date and time specified by the Board.
11.1.2 The AGM shall be an electronic meeting with members discussing issues
through the society’s e-mail discussion list and in other electronic forums the
society chooses to use.
11.1.3 Voting shall be done by electronic means and may take place over more
than one day.
11.1.4 Nominations for Officers and Board Members shall open four weeks prior
to the AGM and close 14 days prior to the AGM. Each nomination must be
proposed by a Member of the Society and agreed to by the nominee, who must be a
Member of the Society.
11.1.5 The annual general meeting may elect an auditor, if deemed necessary by
the members.
11.1.6 At least thirty days notice of the Annual General Meeting must be given
to each Member.
11.2 Special General Meetings
11.3.1 A Special General Meeting may be called at any time:
a. By the Board.
b. On the request of the greater of twenty members or 2% of the membership, in
which case the request must state the motions which will be moved at the
meeting.
11.3.2 Special General Meeting shall be called by the Board on a date not
earlier than seven days and not later than fourteen days following the receipt
of a request for such a meeting under 11.3.1 (b)
11.3.3 The motions to be moved at the Special General Meeting must be notified
to every Member of the Society at least five days before the date of the
meeting.
11.3.4 The motions will be discussed on the society’s e-mail discussion list
and in other forums designated by the society and then be put to a membership
ballot as proposed general resolutions
11.3 Quorum
11.3.1 For an any general resolution to be valid and quorate, a minimum of
the greater of 50 members or 5% of the membership must vote on the resolution.
An abstention is included in the quorum count, as are votes both for and
against.
12. VOTING
12.1 At all meetings, be they general or Board, each individual member shall
have one vote, except that the Chairperson shall have a deliberative vote as
well as a casting vote.
12.3 In the event of an equality of votes for or against a motion or amendment
the Chairperson shall exercise a casting vote.
12.4 In all elections a preferential voting system will be used where if there
are more than two candidates they are ranked in order.
12.5 Proxies shall not be permitted in any form.
13. FINANCE
13.1 Annual Subscription;
If a subscription is set by the general resolution of the members each member's
annual subscription shall be payable in full on joining the Society, and at
yearly intervals thereafter. A change to subscription levels made by general
resolution shall have effect for all membership renewals until a further such
resolution is passed by a subsequent Annual General Meeting. Such a resolution
shall have no effect upon the amount payable by members whose subscriptions
fell due prior the resolution was passed.
13.2 Financial Year;
The financial year of the Society shall be from 1 January to 31 December.
13.3 Power to Borrow Money;
The Society may borrow money only in accordance with a general resolution of
the members.
13.4 Power to Invest Funds
The Board shall have the power to invest the funds of the society with a
registered bank in the country of residence of the Treasurer or other Officer.
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