Re: [atlarge-discuss] WG-Bylaws and its hard working Coordinator

[Sotiris Sotiropoulos <sotiris@hermesnetwork.com>]

Excellent work!  Thank you yet again, David.  I believe we ought to seriously
consider adopting this Constitution ASAP.

Sincerely,

Sotiris Sotiropoulos

David Farrar wrote:

> 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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