Incorporation/Bylaws - Revision history

Sir Finkus: Protected "Incorporation/Bylaws" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

2016-11-11T03:03:45Z

Protected "Incorporation/Bylaws" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

← Older revision	Revision as of 03:03, 11 November 2016
(No difference)

NCommander: /* Article III ~ Membership */

2014-06-04T18:30:08Z

Article III ~ Membership

← Older revision		Revision as of 18:30, 4 June 2014
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	== Article III ~ Membership ==		== Article III ~ Membership ==

	The Foundation shall have no ~~Board Members~~.		The Foundation shall have no members..

	== Article IV ~ Member Sites ==		== Article IV ~ Member Sites ==

NCommander: /* Article IX ~ Amendments */

2014-06-03T19:36:39Z

Article IX ~ Amendments

← Older revision		Revision as of 19:36, 3 June 2014
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	== Article IX ~ Amendments ==		== Article IX ~ Amendments ==

	These bylaws may be amended, with ten (10) business days’ prior notice, at any meeting of the Foundation, by a ~~majority~~ vote of the board of directors. ~~'''question: should this be 2/3rds?'''~~		These bylaws may be amended, with ten (10) business days’ prior notice, at any meeting of the Foundation, by a 2/3rd's vote of the board of directors.

Mrcoolbp: /* Section 2 - Member Site Charter */

2014-06-03T18:51:41Z

Section 2 - Member Site Charter

← Older revision		Revision as of 18:51, 3 June 2014
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	<br>'''ISSUE: what do we do about the site amending their charter after becoming a member'''<br>		<br>'''ISSUE: what do we do about the site amending their charter after becoming a member'''<br>
	'''ISSUE: how do we deal with disputes over the site charter between the board and the site's owners.'''		'''ISSUE: how do we deal with disputes over the site charter between the board and the site's owners.'''
	<br>'''Suggested resolution to both issues''': Amendments to a member site's charter must be approved by the Foundation Board[[User:Mrcoolbp\|mrcoolbp]] ([[User talk:Mrcoolbp\|talk]]) 18:51, 3 June 2014 (UTC)<br>		<br>'''Suggested resolution to both issues''': Amendments to a member site's charter must be approved by the Foundation Board-[[User:Mrcoolbp\|mrcoolbp]] ([[User talk:Mrcoolbp\|talk]]) 18:51, 3 June 2014 (UTC)<br>

	* Name of the member site		* Name of the member site

Mrcoolbp: /* Section 2 - Member Site Charter */

2014-06-03T18:51:24Z

Section 2 - Member Site Charter

← Older revision		Revision as of 18:51, 3 June 2014
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	<br>'''ISSUE: what do we do about the site amending their charter after becoming a member'''<br>		<br>'''ISSUE: what do we do about the site amending their charter after becoming a member'''<br>
	'''ISSUE: how do we deal with disputes over the site charter between the board and the site's owners.'''		'''ISSUE: how do we deal with disputes over the site charter between the board and the site's owners.'''
	<br>'''Suggested resolution to both issues''': Amendments to a member site's charter must be approved by the Foundation Board<br>		<br>'''Suggested resolution to both issues''': Amendments to a member site's charter must be approved by the Foundation Board[[User:Mrcoolbp\|mrcoolbp]] ([[User talk:Mrcoolbp\|talk]]) 18:51, 3 June 2014 (UTC)<br>

	* Name of the member site		* Name of the member site

NCommander: /* Section 6 - Employment by Member Sites */

2014-06-03T18:47:37Z

Section 6 - Employment by Member Sites

← Older revision		Revision as of 18:47, 3 June 2014
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	=== Section 6 - Employment by Member Sites ===		=== Section 6 - Employment by Member Sites ===
	Member sites may, if they choose, hire full or part time employees to conduct duties including, but not limited to, site operation and ~~maintainance~~, promotional activities and administrative support. The Operating Staff of a Member Site must submit a request for a paid position to the Secretary and Treasurer with the position name, description, and maximum expected expense that the respective site is willing to incur for said position.		Member sites may, if they choose to hire full-time employees, part-time employees or contractors (collective referred to as "Paid Positions") to conduct duties including, but not limited to, site operation and maintenance, promotional activities and administrative support. The Operating Staff of a Member Site must submit a request for a paid position to the Secretary and Treasurer with the position name, description, and maximum expected expense that the respective site is willing to incur for said position.

	For periods of employment for less than one (1) year, the member site must have funds available for the full duration of the position. For paid positions lasting more than one (1) year, funds must be available for at least one year. This condition may be waved by the Board of Directors if a Member Site's incoming revenue is stable, and can be expected to be maintained for the duration of employment.		For periods of employment for less than one (1) year, the member site must have funds available for the full duration of the position. For paid positions lasting more than one (1) year, funds must be available for at least one year. This condition may be waved by the Board of Directors if a Member Site's incoming revenue is stable, and can be expected to be maintained for the duration of employment.
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	Upon receiving a request, funds shall be transferred to the Foundation's account and the Foundation shall open a hiring requisition for the position, prudent to all rules and regulations in the State of New Hampshire and the United States Department of Labor. The Foundation in accordance with the Member Site shall select a candidate and make an offer of employment on behalf of a member site. A Member Site may withdraw their request for a paid position at any time; the Foundation shall return funds withdrawn from a member site account within ten (10) business days of the position being withdrawn.		Upon receiving a request, funds shall be transferred to the Foundation's account and the Foundation shall open a hiring requisition for the position, prudent to all rules and regulations in the State of New Hampshire and the United States Department of Labor. The Foundation in accordance with the Member Site shall select a candidate and make an offer of employment on behalf of a member site. A Member Site may withdraw their request for a paid position at any time; the Foundation shall return funds withdrawn from a member site account within ten (10) business days of the position being withdrawn.

	Member sites may include paid ~~employees~~ within their organizational charts as they see fit. ~~Employees~~ of a member site are employees of the Foundation for all intents and purposes, and subject to same standards of behaviour of any volunteer of the organization. All ~~Employees~~ are subject to these bylaws, as well as the charter of the member site which sponsored their employment. In the case of termination of an employee, remaining funds set aside for that position shall be returned to the Member Site within ten (10) business days.		Member sites may include paid positions within their organizational charts as they see fit. Paid positions of a member site are considered employees or contractors of the Foundation for all intents and purposes, and subject to same standards of behaviour of any volunteer of the organization. All paid positions are subject to these bylaws, as well as the charter of the member site which sponsored their employment. In the case of termination of an employee, remaining funds set aside for that position shall be returned to the Member Site within ten (10) business days.
	~~<br>'''NOTE: "Employee" has a specific legal meaning and requirements (i.e. tax withholding, worker's comp insurance, possible overtime pay, etc.)~~

	=== Section 7 - Dissolution ===		=== Section 7 - Dissolution ===

NCommander at 18:45, 3 June 2014

2014-06-03T18:45:02Z

← Older revision		Revision as of 18:45, 3 June 2014
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			'''DO NOT EDIT THIS DOCUMENT WITHOUT TALKING TO NCOMMANDER, MATT_, OR MRCOOLBP!'''

	'''LIBRENEWS FOUNDATION BYLAWS'''		'''LIBRENEWS FOUNDATION BYLAWS'''

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	* to provide a legal basis for member sites which promote the purposes of the Foundation		* to provide a legal basis for member sites which promote the purposes of the Foundation

	== Article III ~~~ Definitions ==~~		== Article III ~ Membership ==

	~~Terms in this document have the following meaning.~~
	~~<ul>~~
	~~<li>Account - [NOTE: cannot be "Under uncle Ed's mattress; how to define?] A savings or checking account at a Licensed Institution (Federal or State Bank or Credit Union.)~~
	~~<li>Board Member - Someone who holds an office in the Foundation.~~
	~~<li>Board of Directors - Is comprised of all of the Board Members.~~
	<li>Business Day - Any calendar weekday (Monday, Tuesday, Wednesday, Thursday, or Friday) that is also not one of the ten (10) official Federal holiday as defined in "Title 5 U.S. Code § 6103 - Holidays":
	~~<ul>~~
	~~<li>New Year’s Day, January 1.~~
	~~<li>Birthday of Martin Luther King, Jr., the third Monday in January.~~
	~~<li>Washington’s Birthday, the third Monday in February.~~
	~~<li>Memorial Day, the last Monday in May.~~
	~~<li>Independence Day, July 4.~~
	~~<li>Labor Day, the first Monday in September.~~
	~~<li>Columbus Day, the second Monday in October.~~
	~~<li>Veterans Day, November 11.~~
	~~<li>Thanksgiving Day, the fourth Thursday in November.~~
	~~<li>Christmas Day, December 25.~~
	~~</ul>~~
	~~<li>Majority Vote - Strictly greater than exactly fifty (50) percent of those voting.~~
	<li>Member Site - A semi-autonomous organization that exists to promote the goals and objectives of the Foundation. Member sites operate under a charter ratified by the Board of Directors. Such objectives shall be in line with the purposes of the Foundation.
	~~<li>Quorum - At least two-thirds (2/3) of the designated members.~~
	~~</ul>~~

	~~== Article IV~~ ~ Membership ==

	~~At the time of incorporation, the~~ Foundation shall have no Board Members.		The Foundation shall have no Board Members.

	== Article V ~ Member Sites ==		== Article IV ~ Member Sites ==

	=== Section 1 - Creation of a Member Site ===		=== Section 1 - Creation of a Member Site ===
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	'''ISSUE: how does a site unjoin the foundation and what happens to their funds. Should they be returned with a small maintenance fee removed?'''		'''ISSUE: how does a site unjoin the foundation and what happens to their funds. Should they be returned with a small maintenance fee removed?'''

	== Article VI ~ Board of Directors ==		== Article V ~ Board of Directors ==

	'''ISSUE: no mention on how to become a board member, term lengths, and such. Also weather the member site's representative is a board member or just a non-voting attendee. Are Officers members of the board upon being voted on if they are not already board members. do we have members-at-large and do they have voting rights (i.e. community members that are part of the board for a period of time)'''		'''ISSUE: no mention on how to become a board member, term lengths, and such. Also weather the member site's representative is a board member or just a non-voting attendee. Are Officers members of the board upon being voted on if they are not already board members. do we have members-at-large and do they have voting rights (i.e. community members that are part of the board for a period of time)'''
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	The Board will determine the rules of its proceedings.		The Board will determine the rules of its proceedings.

	== Section ~~VII~~ ~ Duties of Officers ==		== Section VI ~ Duties of Officers ==

	=== President ===		=== President ===
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	* assist any necessary documents for the IRS and the New Hampshire Attorney General related to the finances of the association.		* assist any necessary documents for the IRS and the New Hampshire Attorney General related to the finances of the association.

	== Article ~~VIII~~ ~ Meetings ==		== Article VII ~ Meetings ==

	=== Section 1 - Frequency ===		=== Section 1 - Frequency ===
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	Meeting dates shall be posted publicly, on the Foundation's web site, with at least ten (10) business days advance notice before the meeting date.		Meeting dates shall be posted publicly, on the Foundation's web site, with at least ten (10) business days advance notice before the meeting date.

	== Article IX ~ Funds and Liability ==		== Article VIII ~ Funds and Liability ==

	=== Section 1 - Receivership of Funds ===		=== Section 1 - Receivership of Funds ===
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	The fiscal year shall be January 1 through December 31. The fiscal year may be changed by the Board of Directors without amending these bylaws.		The fiscal year shall be January 1 through December 31. The fiscal year may be changed by the Board of Directors without amending these bylaws.

	== Article X ~ Amendments ==		== Article IX ~ Amendments ==

	These bylaws may be amended, with ten (10) business days’ prior notice, at any meeting of the Foundation, by a majority vote of the board of directors. '''question: should this be 2/3rds?'''		These bylaws may be amended, with ten (10) business days’ prior notice, at any meeting of the Foundation, by a majority vote of the board of directors. '''question: should this be 2/3rds?'''

Mrcoolbp: /* Section 6 - Employment by Member Sites */ removed: "QUESTION: Are contractors (i.e. paid under a form 1099) allowed?" as the "paid employees within their organizational charts as they see fit" seems to allow this already

2014-06-03T18:33:16Z

Section 6 - Employment by Member Sites: removed: "QUESTION: Are contractors (i.e. paid under a form 1099) allowed?" as the "paid employees within their organizational charts as they see fit" seems to allow this already

← Older revision		Revision as of 18:33, 3 June 2014
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	Member sites may include paid employees within their organizational charts as they see fit. Employees of a member site are employees of the Foundation for all intents and purposes, and subject to same standards of behaviour of any volunteer of the organization. All Employees are subject to these bylaws, as well as the charter of the member site which sponsored their employment. In the case of termination of an employee, remaining funds set aside for that position shall be returned to the Member Site within ten (10) business days.		Member sites may include paid employees within their organizational charts as they see fit. Employees of a member site are employees of the Foundation for all intents and purposes, and subject to same standards of behaviour of any volunteer of the organization. All Employees are subject to these bylaws, as well as the charter of the member site which sponsored their employment. In the case of termination of an employee, remaining funds set aside for that position shall be returned to the Member Site within ten (10) business days.
	<br>'''NOTE: "Employee" has a specific legal meaning and requirements (i.e. tax withholding, worker's comp insurance, possible overtime pay, etc.)		<br>'''NOTE: "Employee" has a specific legal meaning and requirements (i.e. tax withholding, worker's comp insurance, possible overtime pay, etc.)
	~~<br>'''QUESTION: Are contractors (i.e. paid under a form 1099) allowed?'''~~

	=== Section 7 - Dissolution ===		=== Section 7 - Dissolution ===

Mrcoolbp: /* Section 4 - Trust Funds */ changed "up to" -> "at least"

2014-06-03T18:29:27Z

Section 4 - Trust Funds: changed "up to" -> "at least"

← Older revision		Revision as of 18:29, 3 June 2014
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	Each site's trust fund is money that set aside for the use of the Member Site that raised it. Funds in trust are reserved for the member site that raised it, but the Board of Directors may, at their discretion, leverage funds against trust accounts for the benefit of the Foundation as a whole. Staff from a member site may request access to funds in their trust for any purpose by submitting a request to the Secretary.		Each site's trust fund is money that set aside for the use of the Member Site that raised it. Funds in trust are reserved for the member site that raised it, but the Board of Directors may, at their discretion, leverage funds against trust accounts for the benefit of the Foundation as a whole. Staff from a member site may request access to funds in their trust for any purpose by submitting a request to the Secretary.

	Requests may be one-time (i.e. purchase order), or in perpetuity (i.e., hosting expenses, employee salaries), and shall be submitted to the Treasurer any time ~~up to~~ ten (10) business days prior to the meeting at which they are to be raised. Assuming available funding, requests shall be approved unless there is any legal, pressing, or overwhelming reason(s) for such a request to be denied. In the case that the Treasurer determines a request for funds should be denied, the decision will be brought before the board to vote on at the next meeting.		Requests may be one-time (i.e. purchase order), or in perpetuity (i.e., hosting expenses, employee salaries), and shall be submitted to the Treasurer any time at least ten (10) business days prior to the meeting at which they are to be raised. Assuming available funding, requests shall be approved unless there is any legal, pressing, or overwhelming reason(s) for such a request to be denied. In the case that the Treasurer determines a request for funds should be denied, the decision will be brought before the board to vote on at the next meeting.

	Upon approval, funds shall be transferred to the Member Site's available funds, for use in the matter the request approved for.		Upon approval, funds shall be transferred to the Member Site's available funds, for use in the matter the request approved for.

Mrcoolbp: /* Section 6 - Employment by Member Sites */ REMOVED "'''question: what about future income? should this be counted'''" this is resolved in the text in the following paragraph. To clarify I removed: "...must have funds available..." as per following text

2014-06-03T18:24:52Z

Section 6 - Employment by Member Sites: REMOVED "'''question: what about future income? should this be counted'''" this is resolved in the text in the following paragraph. To clarify I removed: "...must have funds available..." as per following text

← Older revision		Revision as of 18:24, 3 June 2014
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	=== Section 6 - Employment by Member Sites ===		=== Section 6 - Employment by Member Sites ===
	Member sites may, if they choose, hire full or part time employees to conduct duties including, but not limited to, site operation and maintainance, promotional activities and administrative support. The Operating Staff of a Member Site must submit a request for a paid position to the Secretary and Treasurer with the position name, description, and maximum expected expense that the respective site is willing to incur for said position. ~~A Member Site must have funds available to cover the position through a combination of their trust fund and petty cash. '''question: what about future income? should this be counted'''~~		Member sites may, if they choose, hire full or part time employees to conduct duties including, but not limited to, site operation and maintainance, promotional activities and administrative support. The Operating Staff of a Member Site must submit a request for a paid position to the Secretary and Treasurer with the position name, description, and maximum expected expense that the respective site is willing to incur for said position.

	For periods of employment for less than one (1) year, the member site must have funds available for the full duration of the position. For paid positions lasting more than one (1) year, funds must be available for at least one year. This condition may be waved by the Board of Directors if a Member Site's incoming revenue is stable, and can be expected to be maintained for the duration of employment.		For periods of employment for less than one (1) year, the member site must have funds available for the full duration of the position. For paid positions lasting more than one (1) year, funds must be available for at least one year. This condition may be waved by the Board of Directors if a Member Site's incoming revenue is stable, and can be expected to be maintained for the duration of employment.