FidoNews is the official newsletter of the International FidoNet
Association, and is published weekly by SEAdog Leader, node 1/1.
You are encouraged to submit articles for publication in
FidoNews. Article submission standards are contained in the file
ARTSPEC.DOC, available from node 1/1.
Copyright (C) 1986, by the International FidoNet Association.
All rights reserved. Duplication and/or distribution permitted
for noncommercial purposes only. For use in other circumstances,
please contact IFNA.
SPECIAL IFNA BYLAWS ISSUE
Table of Contents
1. EDITORIAL
Wow! Fast Service!
Why is this FidoNews different?
2. ARTICLES
Introduction, or "What did we want to accomplish?"
"How does this affect me?"
IFNA ARTICLES OF ASSOCIATION DRAFT
IFNA BY-LAWS DRAFT
Recommendations to the Board of Directors
What did we leave out?
What if I don't like it?
Special Thanks
3. COLUMNS
Alternatives
Alternate Method for Voting
Why International?
More proposed changes
More Comments and Suggestions
4. NOTICES
The Interrupt Stack
In last week's issue I made some comment about how this week
might be a special issue devoted to the proposed bylaws. Well,
that issue hardly hit the phone lines before I was getting calls.
At least five people called to tell me that that was WAY too
soon, and that the bylaws committee could not possibly get
everything together in time.
But not Bob Hartman. He was (or I guess still is) the chairman
of the Bylaws and Rules Committee, and he takes that VERY
seriously. Oh, he called me alright, but all he wanted was to
know what I would need for a special edition. He then moved
heaven and earth (or at least several megabytes of data over
phone lines) to get it ready. From what I hear, he drove
everyone on the committee mercilessly to get all of the minority
reports and such together for this issue. He also appears to
have pleaded with several people who object to the proposed
bylaws to write up some opposing viewpoints.
I'd like to go even farther with this. If anybody out there has
any comments at all about the proposed bylaws or anything else in
this issue, send a message to 1/1 with a subject of "bylaws."
I'll do another special issue in a few weeks giving all of the
comments I've received. Any and all comments will be published.
Many of you will notice that this isn't the normal method of
publishing something in FidoNews. Usually you have to send us a
text message by file attach, and it has to meet a few (hopefully
easy to meet) format standards. You can still send comments that
way, of course, but I'm going to make an exception for this. I
want to make it as easy as possible for you to express your
thoughts. After all, this whole dog and pony show is for YOUR
benefit. It isn't worth a tinker's damn if it isn't what YOU
want.
So, without further ado, I now turn the rest of this issue over
to Bob Hartman, chairman of the Bylaws and Rules Committee.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
Many of you may have noticed that this edition of FidoNews
is much different than normal. You may also have asked yourself
"Why is it different?" Well, the answer is that this issue is
devoted to the IFNA By-Laws and Rules Committee's recommendation
to the Board of Directors. Now I can hear all of you asking
"What the heck is he babbling about?" Let me try to explain:
What is IFNA? IFNA stands for the International FidoNet
Association. It is a corporation formed in August in St. Louis,
Missouri with the purpose of taking some of the financial burden
Fidonews Page 3 17 Nov 1986
off of the people that had been running the Fidonet network for
so long (and not getting any reimbursement for a job well done).
Ken Kaplan and Ben Baker had been running up large phone bills
trying to help everyone that had questions about Fido or the
network. They had also been taking many hours of their time to
make sure that each week the nodelist got updated and was
correct. This effort went largely unnoticed by most of us, but
it was costing them large sums of time and money. They realized
that they were having problems administering to the needs of
almost 1000 nodes, and with the nodelist doubling each year they
knew that there was no way they could keep up with the growth.
They asked for contributions to help out, and created a
corporation to collect the money. They then realized that this
corporation could really help the public in many ways. If enough
support was garnered, it would be possible to set up ways to
distribute shareware programs, keep people informed about
legislation that could effect telecommunications, generate
mailings about Fido and the Fidonet network, insure Sysop's
computers against damage, the list goes on and on. They decided
that if the company was going to be doing all of that, then it
had to be run by the membership. Well, that created a
problem...
In August, the Colorado Springs User Group (COSUG)
sponsored what was called the Silicon Mountain Fido Sysop
Conference. It was a gathering of Fido sysops from all over the
world (or at least those that could get the time off and afford
the tickets on short notice). One of the items that was to be
discussed was the formation of IFNA. Since many of the sysops
present had not heard anything about IFNA, there was obvious
confusion. The rumor mill was pumping away. There were charges
that Ken and Ben would simply pocket the money, others said it
could never work, others complained that they were told they
could vote, and then told that they had to pay $25 to vote. In
the end I think that Ken and Ben were simply bewildered by it
all - they wanted to help the average sysop, not rip him off!
Anyway, thanks to Ezra Shapiro, things finally settled down a
little bit. There was a meeting where it was decided that the
Board of Directors would be Ken Kaplan, Ben Baker, and Thom
Henderson. This Board would serve until January 1, 1987, and
their charter was to come up with viable Articles of
Incorporation, and By-Laws to run IFNA. This seemed to be the
only possible solution at the time.
About a week later I got a call from Ken Kaplan asking me
to be the Chairman of the committee responsible for drafting the
new By-Laws etc. If I knew then what would happen, I probably
would have turned him down. Anyway, I had to come up with other
people for the committee. Steve Jordan had left Colorado
Springs with a very sour taste in his mouth and had written a
quick and dirty set of bylaws, he was chosen by Ken to be the
Co-Chairman of the committee. We then decided to try and find
one representative from each Region in the nodelist.
Furthermore, we decided that it would be impossible in the time
before January 1 to worry about international representation -
there was not enough time to get the people involved, and the
Fidonews Page 4 17 Nov 1986
turnaround time and cost for sending mail was too great. This
later turned out to be a bad decision for which I apologize to
our friends from other countries - all I can say in my defense
is that it seemed right at the time. Anyway, the call went out
for volunteers...
The first volunteers were Butch Walker, Ken Shackelford, and
David Drexler. We still needed others to fill the rest of the
regions. I had met Allen Miller, Oscar Barlow and Randy Bush
while in Colorado, and asked them if they would represent their
regions. All told me they would try to find someone else since
they really didn't feel they would have the time. I pressured
each of them by saying that if the committee was going to get
anything done we had to start quickly - they all succumbed to
the pressure. We still needed a few more people, so I finally
asked Ed Rauh, now there were only a few spots left. Ken Kaplan
volunteered to be his regional rep, and I told him no way - the
membership would just not accept his being on the committee, so
he finally gave me the name of Alex Hartley. Finally a day or
two later Tom Marshall, a lawyer from NJ volunteered. We now
had a large enough group to go on. We formed an Echomail
conference for our use and looked at the issues. We read SYSOP
and IFNA conferences every day. We were making progress, but it
was too slow. We decided to have an in-person meeting...
I made all the plans to have a meeting from Nov 6-9 in
Nashua, NH. Ed Rauh, Tom Marshall, Randy Bush, Steve Jordan and
myself were there for the committee. We also had several
interested spectators including Ken Kaplan, Thom Henderson, Rob
Barker, Bob Morris, and Bill Lyman. I should point out now that
these people all paid their own way, and paid for food and
lodging while there. They all obviously cared very much about
this. Oscar Barlow, Alex Hartley, and Ken Shackelford could not
attend because of prior commitments, but were in touch by
telephone and netmail. They all had their inputs heard by the
people that did attend. Anyway, we spent about 50 hours over
the course of 3 days hammering out the details of what is
contained in this edition of FidoNews.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
Introduction, or "What did we want to accomplish?"
Before getting right into the By-Laws and Articles of
Association, let me tell you all how we came up with all of this
stuff:
First of all, we used two basic models for reference. The
first model was that of the US Government. We wanted regional
representation not based on population density (like the US
Senate), and we also wanted to allow the densely populated areas
to have more say in what happened since it would affect them
more (like the US House of Representatives). Our second model
was the American Radio Relay League which is a corporation very
similar to IFNA. There were many parallels which could be
drawn, and wherever possible we looked at what they had and
adopted it for use by IFNA.
Anyway, we sat in a hotel room in the Holiday Inn in Nashua
for 3 days and brainstormed. We each had copies of the ARRL
By-Laws and Articles of Association. We went through it point
by point and tried to modify them to fit our situation. I think
we were very successful.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
"How does this affect me?"
It amazes me when I find out about sysops that have not
heard of IFNA! This affects all of us more than you seem to
realize. This corporation is going to be making decisions that
will affect the way the network is run. Since each Fido sysop
connects into the network, that implies it affects each sysop.
What if you are a user? In that case this still affects
you. IFNA is dedicated to bringing telecommunications to the
public. If you are a user, then you are a member of the public.
It is your duty to ask your sysop if he or she is supportive of
IFNA. You should also try to find out the 'why' of their
decision. Their choice might affect you in the long run. IFNA
is also interested from feedback from users about how to make
telecommunications more accessible. Give them your feedback
about what you would like to see IFNA do for users. There is no
reason why users cannot join IFNA. Associate memberships are
for anyone that wants to join. It is not a voting membership,
but it will get you all of the other services that IFNA has to
offer.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
ARTICLES OF ASSOCIATION FOR INTERNATIONAL FIDONET ASSOCIATION
Be it known that we, the suscribers, do hereby associate
ourselves as a body politic and corporate pursuant to the
statute laws of the State of Missouri regulating the formation
and organization of corporations without capital stock and the
following are our Articles of Association:
Article 1 - The name of our corporation shall be the
International FidoNet Association also known as "IFNA". The
corporation commenced its corporate existence as the
International FidoNet Association, when its Articles of
Association were approved by the Secretary of the State of
Missouri on August 13, 1986. The original Articles of
Association were subscribed by Kenneth H. Kaplan, Sally R.
Kaplan, and Mark S. Rubin.
Article 2 - The period of duration of the corporation is
perpetual.
Article 3 - The address of its initial Registered Office in the
State of Missouri is: 120 S. Central, Suite 1400, St. Louis,
Missouri 63105 and the name of its initial Registered Agent at
said address is: Mark S. Rubin. The mailing address is: PO Box
41143, St. Louis, Missouri 63141.
Article 4 - The purposes for which our corporation is formed are
the following: the promotion of interest in telecommunications
and experimentation; the establishment of telecommunication
networks to provide publicly accessable and publicly available
electronic communications; the furtherance of the public
welfare; the advancement of telecommunications art the fostering
of education in the field of electronic communication; the
promotion and conduct of research and development to further the
development of electronic communication; the dissemination of
technical, educational, and scientific information relating to
electronic communication; the printing and publishing of
documents, books, magazines, newspapers and pamphlets necessary
or incidental to any of the above purposes. No part of the
assets or income of our corporation shall inure to the benefit of
or be distributable to the members, the officers, or any of
them, or to other private persons except that our corporation
shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in
furtherance of the purposes set forth herein.
Article 5 - The affairs of the Corporation shall be governed by a
Board consisting of Directors as defined in the By-Laws. Each
Director shall be elected for terms of two years by the members
eligible to vote. Half of the Directors shall be elected for
terms beginning on even numbered years and half shall be elected
for terms beginning on odd-numbered years. Election of Directors
Fidonews Page 8 17 Nov 1986
shall be in accordance with the rules and regulations prescribed
in the By-Laws. The Board shall meet at least once annually at
times and places as provided in the By-Laws. Special meetings of
the Board shall be called by the Chair of the Board upon written
request of at least one-half of the membership of the Board as
then constituted.
Article 6 - During the intervals between meetings of the Board of
Directors, the affairs of the Corporation shall be administered
by an Executive Committee consisting of the President, four
Directors selected by the Board of Directors, and, without vote,
the Vice President and Vice President - Technical Coordinator.
The term of office for the Executive Committee members shall be
for one year or until their successors are elected. The
Executive Committee shall meet at the call of the President, but
no less often than quarterly. The Executive Committee may in its
discretion submit for determination or decision by members of
the Board of Directors any proposal pending before the Executive
Committee. When such submission is made, it shall be in precise
terms embodying the text of the proposed resolution. Such action
shall be binding upon the Executive Committee.
Article 7 - A vacancy in the Board of Directors shall be deemed
to occur upon the death, resignation, recall, move of permanent
residence outside the consituency from which elected, or refusal
to act of any director. Upon the occurrence of such vacancy,
the Secretary shall proclaim it and thereafter the duties of the
Director shall be assumed by the Alternate, and the Alternate
shall hold the office of Director for the remainder of the term
for which he was appointed Alternate. Should the office of
Alternate be vacant, the vacancy shall be filled by appointment
by the Board of Directors. The Alternate shall also serve as
Director at any meeting of the Board of Directors which the
Director is unable to attend.
Article 8 - The officers of the Corporation shall be a President,
a Vice President, Vice President - Technical Coordinator, a
Secretary, and a Treasurer, who shall be elected by a majority
of the Directors at the Annual Meeting.
Article 9 - These articles may be amended by the three-fourths
vote of all directors, or, provided due notice of the proposed
amendment shall have been sent to each director at least thirty
days in advance, by a two-thirds vote of all directors.
Article 10 - The membership of IFNA shall consist members as
defined in the By-Laws. The membership shall by appropriate
By-Laws specify the requirements for membership and classes of
membership provided, however, that the membership shall not
terminate or reduce the rights of any member except for the
lapse or termination of a condition now required as precedent to
the exercise of such rights. Nothing herein contained shall
preclude the Board of Directors from expelling a member upon
good cause shown and after notice and an opportunity to be
heard.
Fidonews Page 9 17 Nov 1986
Article 11 - No person shall be eligible for the office of
Director, Alternate, President, Vice President, Secretary,
Treasurer, or Vice President - Technical Coordinator, who is not
eligible in accordance with the applicable laws and regulations
of the United States prevailing at the time of his election and
throughout his term of office.
Article 12 - Upon the dissolution of our corporation, the Board
of Directors shall, after paying or making provision for the
payment of all of the liabilities of our corporation, dispose of
all of the assets of our corporation exclusively for the
purposes of our corporation in such manner, or to such
organization or organizations organized and operated exclusively
for charitable, educational, religious, or scientific purposes as
shall at the time qualify as an exempt organization or
organizations under Section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future
United States Internal Revenue Law), as the Board of Directors
shall determine. Any such assets not so disposed of shall be
disposed of by a court of competent jurisdiction of the county in
which the principle office of our coporation is then located,
exclusively for such purposes or to such organization or
organizations, as said court shall determine, which are
organized and operated exclusively for such purposes.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
BY-LAWS FOR INTERNATIONAL FIDONET ASSOCIATION
DEFINITIONS:
The following terms have meanings as follows for all purposes
of these By-Laws and Articles of Association:
IFNA: International FidoNet Association.
IFNA NETWORK: The current set of systems which have been
certified as FidoNet compatible and conform to policies
established by the Board of Directors.
IFNA NODELIST: The list of nodes active in the IFNA NETWORK,
prepared by the IFNA Vice President - Technical Coordinator.
PUBLIC ACCESS: A system that has a telephone number published
in the IFNA Nodelist, and in addition provides services to the
public.
ANNUAL MEETING: A yearly meeting of all members of IFNA with
the expressed purpose of conducting business requiring the
membership to vote. The Vice President, in conjuntion with the
Membership Services Committee, shall arrange for and coordinate
all activities leading up to and the conduct of this meeting.
ENDORSED: A physical, hand-written, verifiable signature of a
member or such equivalent as shall be specified by the Board of
Directors.
BALLOT: A paper listing of all candidates for office and
issues requiring a vote, or such equivalent as shall be
specified by the Board of Directors.
ALTERNATE: A member of IFNA who is designated by a director.
The responsibilities of the ALTERNATE include, but are not
limited to acting as a replacement for the director in any
instance of the director's absence.
CHAIR: The person elected by the members of the Board of
Directors, or a committee, to be responsible for the overall
conduct of meetings of the body that elected the CHAIR.
BY-LAWS:
1. The following membership categories are established:
(a) Regular Member. To be eligible, an applicant: must be
the system operator in good standing of a PUBLIC ACCESS node;
must have paid any dues required; is entitled to one vote.
Fidonews Page 11 17 Nov 1986
(b) Associate Member. Any person who is not eligible to be a
Regular Member, but who is interested in electronic
communications, is eligible to be an Associate Member by paying
required dues. Associate Members have all of the rights of a
Regular Member except the right to vote.
(c) Commercial Member. Any entity using the IFNA NETWORK for
the conduct of any business is eligible to be a Commercial
Member by paying required dues. Any Commercial Member also
satisfying the requirements to be a Regular Member shall be
entitled to vote.
(d) Honorary Member. The Board of Directors may award
Honorary Member status to any entity. Honorary Members have all
of the rights of a Regular Member except the right to vote.
(e) Life Member. Any member may become a Life Member by
paying the required dues.
2. Applications for membership shall be submitted to the
Secretary. In the case of any applicant whose character,
reputation or conduct might make him an undesirable member, the
Secretary shall refer the application to the Executive Committee
for review; in all other cases, the Secretary shall have the
authority to grant membership.
3. The Secretary shall notify members of the expiration of
their membership not less than thirty days prior to expiration.
In determining membership status, memberships renewed within
thirty days of expiration shall be regarded as continuous.
4. Dues shall be set by the Board of Directors, and be payable
in advance. For members outside the United States, the Executive
Committee shall assess such additional costs as may be required
for destinations outside the United States.
5. Every member of the Board of Directors shall: serve and
continue in office until his successor shall have been elected;
serve on at least one standing committee.
6. All officers and directors shall serve without compensation
in any form.
7. No person shall be an officer or director unless they
qualify under all applicable statutes.
8. The members of the Board of Directors shall be one director
from each of the several voting divisions of IFNA (Divisional
Directors) and an equivalent number of directors elected from
the membership (At-large Directors). At the first meeting of the
Board of Directors they will elect a CHAIR who shall preside
over all meetings of the Board.
10. The directors shall keep themselves informed as to
conditions and activities of their constituents and as to the
Fidonews Page 12 17 Nov 1986
needs and desires of the members therein in order that they may
faithfully and intelligently represent the true interests of
such members. All directors shall attend all meetings of the
Board. At least sixty days prior to each annual meeting of the
Board of Directors each Divisional Director shall file with the
Secretary a written report on the status of the affairs of IFNA
in that division, together with a statement of their
recommendations as to any actions required for the effective
administration of the objectives and affairs of IFNA.
11. On any date not later than noon of the 120th day prior to
the ANNUAL MEETING, nomination petitions ENDORSED by ten or more
voting members and naming a member as a candidate for director,
may be filed with the Secretary. The Nominations and Elections
Committee shall solicit such petitions at least 180 days prior
to the ANNUAL MEETING in FidoNews in each election year by a
notice that will show the name of the incumbents.
12. The Nominations and Elections Committee shall delete the
name of any nominee who may be ineligible for election and the
name of any who may withdraw by written communication. The
remaining names shall be listed on a ballot, in alphabetical
order. If there be but one eligible nominee, the Nominations and
Elections Committee shall declare him elected without balloting
by the membership. If there be more than one eligible nominee,
then at least 45 days prior to the ANNUAL MEETING the Secretary
shall send by mail to every voting member, and publish in
FidoNews, a ballot listing the candidates for director. The
ballot shall contain a copy of the current voting rules.
13. Mail BALLOTS, to be counted, shall reach the Secretary not
later than the start of the ANNUAL MEETING.
14. The Nominations and Elections Committee shall arrange to
have a certified public accountant receive and collate all mail
BALLOTS received prior to the ANNUAL MEETING, and to be
responsible for the receipt, tabulation and verification of all
BALLOTS cast before the close of voting. The certified public
accountant shall present and certify the results of the
balloting.
15. A director position shall be declared vacant by the Board of
Directors if: there be no eligible nominee for that director
position; a director is no longer able or willing to fulfill the
responsibilities of that position and has not appointed an
ALTERNATE.
16. All vacant director positions will be filled by appointment
of the Board of Directors for the remainder of the term.
17. Each director shall designate in writing within 30 days
after the election an eligible ALTERNATE. Failure to comply
shall cause the ALTERNATE position to be declared vacant by the
Board of Directors.
18. A director shall be elected in each even-numbered year for
Fidonews Page 13 17 Nov 1986
each even-numbered division and an equal number of At-large
directors and in each odd-numbered year for the remaining
director positions. The term of each director shall be for two
years. The terms of all directors shall begin as soon as the
results of the election are declared official by the Secretary.
19. A recall petition shall be presented to the Secretary not
later than 180 days prior to the end of his term. A valid
petition shall contain the signatures of not less than 10
percent of the number of voting members represented by that
director. Upon certification by the Executive Committee that the
petition is valid, the Secretary shall prepare a ballot asking
the single question, "Shall the Director be recalled, yes or
no". These ballots shall be mailed to all voting members
represented by that director accompanied by the current voting
rules. If a majority of the votes cast are for recall, then the
office of director shall be declared vacant. No director shall
be subject to more than one recall during a single term of
office.
20. The annual meeting of the Board of Directors shall be held
at a location near the place of business designated in the
Articles of Association on the third Friday of February of each
year. The places of additional meetings shall be designated by
the Chair of the Board and notified by the Secretary. The times
and places of the meetings may be changed provided that specific
provision is made by (1) majority vote of the directors at the
preceding meeting or (2) majority vote of the directors by mail
initiated by the Executive Committee or on petition of at least
five directors, such mail vote to be taken at least 45 days
prior to the date proposed for the meeting.
21. Special meetings of the Board of Directors may consider or
act upon only those matters which are set out in the request.
The call for any such meeting shall specify the matters to be
considered.
22. A majority of the members of the Board of Directors or of
any committee shall constitute a quorum at any meeting of the
Board or Committee.
23. Prior to any meeting of the Board of Directors, the
Secretary, upon consideration of the reports of the officers and
directors, shall establish an agenda for the meeting. Proposals
for amendment of the agenda or for the deletion or addition of
items shall be the first order of business.
24. On questions of order and procedure not otherwise
determined by these By-Laws the provisions of the current
edition of Robert's Rules of Order shall prevail.
25. The following voting divisions are established:
Division 2 Europe, Africa
Division 10 CA NV
Division 11 IL IN KY MI OH WI - USA and
Fidonews Page 14 17 Nov 1986
ON PQ PEI NS NB NF - Canada
Division 12 HI Asia, Australia, Antartica
Division 13 DE DC MD NJ NY PA VA
Division 14 IA KS MN MO NB ND SD
Division 15 AZ CO NM UT WY
Division 16 CT ME MA NH RI VT
Division 17 AK ID MT OR WA - USA and BC ALB SSK - Canada
Division 18 AL FL GA MS NC SC TN
Division 19 AR LA OK TX, South America,
Mexico, Central America
26. The President shall, subject to instruction from the Board
of Directors and with the assistance of the Vice President,
represent IFNA in its relationships with the public and the
various governments, governmental agencies and officials with
which IFNA may be concerned and shall be the official
spokesperson of IFNA in regard to all matters of IFNA policy.
27. In the absence or disability of the President, the
Vice-President shall assume the duties of the President.
28. The Secretary shall: record the proceedings of all meetings
of the Board and of the Executive Committee; promptly furnish
copies of the minutes of these meetings to all officers and
members of the Board; publish such minutes in FidoNews; be
responsible for the maintenance of the corporate status of IFNA
and the filing of all reports and certificates which may be
required of IFNA under the corporation laws of the State of
Missouri; be the archivist of IFNA; maintain the corporate
membership and voting records of IFNA; performs other duties as
described in applicable By-Laws. To the extent that may from time
to time be required by law, he shall act as agent for the
service of process but only while present in the State of
Missouri and he is not authorized to accept serrvice of process
elsewhere.
29. The Treasurer shall: be the recipient of all monies of IFNA
and shall deposit the same in the name of IFNA in a depository
specified by the Board of Directors; sign checks drawn by the
President in payment of obligations known by him to be proper
and authorized; make a report at the annual session of the Board
of Directors and attend meetings of the Board; furnish bond
satisfactory to the Board, the expense of such bond to be borne
by IFNA; be ex-officio a member of the Administration and
Finance Committee provided for in By-Law 32; make quarterly
financial statements to the Adminstration and Finance Committee;
on consultation with and subject to the general supervision of
the Administration and Finance Committee, invest and reinvest
the surplus funds of IFNA in any bonds or stocks or other
securities as would be selected by a trustee with the care of a
prudent investor.
30. The Vice President - Technical Coordinator shall: be
responsible for maintenance and distribution of the master
NODELIST; creation and distribution of the weekly update file
for the master NODELIST; ensuring the smooth operation of the
Fidonews Page 15 17 Nov 1986
IFNA NETWORK as prescribed by the Board of Directors; serve as a
member of the Technical Standards Committee.
STANDING COMMITTEES:
31. The following standing committees are established:
a. Administration and Finance
b. Executive Committee
c. Nominations and Elections
d. By-Laws and Rules
e. Technical Standards
f. Publications
g. International Affairs
h. Membership Services
Each standing committee shall include among its members at least
one director. Additionally, the Treasurer shall serve as a
member of the Administration and Finance Committee. Appointments
of all standing committee members shall be made by the President
at the Annual Meeting and shall be for a term of one year. The
Chair of the Board shall designate the chair of each committee.
Standing committees shall make written reports at least 30 days
prior to each regular meeting of the Board of Directors.
Standing committees may originate studies in their fields and
may generate recommendations to the Board on their own
initiative.
32. The Administration and Finance Committee:
Reviews IFNA management performance and effectiveness,
including IFNA finances, on a continuing basis. On an annual
basis, reviews the operating budget prepared by the Treasurer
for the coming year and, after approval, forwards to the Board
of Directors for ratification at least 30 days prior to the
beginning of the fiscal year. Reviews intermediate and long term
budgetary projections as prepared by the Treasurer and makes
appropriate recommendations to the Board of Directors. Makes
recommendations to the Board in connection with audit and tax
matters, and acts as a Board audit committee. Is reponsible to
the presentation of an annual financial report which shall be
presented to the Board and the Membership. Makes recommendations
to the Board and the President in areas of staff management,
procedures and renumeration. Acts as advisor to and supervisor
of the Treasurer in regard to the investment of IFNA's funds.
33. The Membership Services Committee performs studies and
makes recommendations to the Board, and acts as advisor to the
President, with regard to services provided to individual
members, other than publications and including, but not limited
to the ANNUAL MEETING.
34. The Publications Committee performs studies and makes
recommendations to the Board, and acts as advisor to the
President, with regard to IFNA's publications, including
FidoNews.
Fidonews Page 16 17 Nov 1986
35. The Nomination and Elections Committee shall be responsible
for: finding and qualifying candidates; reviewing voting
procedures and recommending modifications as necessary; performs
other duties as described in applicable By-Laws.
36. The By-Laws and Rules Committee shall be responsible for
review and any suggestion of changes to these by-laws.
37. The Technical Standards Committee shall be responsible for:
a. Providing a rigorous definition of FidoNet and all
FidoNet protocols sufficient to implement a compatible
electronic mail system.
b. Providing IFNA the means to determine whether a system
is compatible with FidoNet. This will allow IFNA to list
compatible systems so Sysops may decide which system to
install.
c. Producing and enhancing standards for:
1. Data Transmitted
2. Connection
3. Protocols
4. Nodelist
5. Routing
38. The International Affairs Committee shall monitor the
conduct of international liaison by IFNA staff. They shall
initiate recommendations for IFNA representation at
international meetings. They shall encourage the growth and
strengthening of IFNA, its member societies and
telecommunications worldwide. They shall coordinate and monitor
planning and strategy for improving international
telecommunications.
39. The Executive Committee shall be responsible for:
Monitoring progress of the Board actions and recommendations in
order to see that they are expeditiously accomplished.
Monitoring expenditures for legal assistance. Providing
assistance to the staff and general counsel in connection with
Board recommendations for petitions to the Federal
Communications Commission and other governmental agencies.
Evaluating for the Board proposed rules and regulatory changes.
40. There shall be an official publication maintained by IFNA,
in the form of a weekly journal, the name of which shall be
FidoNews. A copy of this journal shall be available each week to
every member of IFNA in good standing. The general management of
this journal shall be in the hands of the President. The policy
of the journal shall be determined by the Board of Directors.
41. Without changing their import, the Secretary may from time
to time, on notice to the members of the Board of Directors,
renumber these By-Laws so as to serve the purpose of ready
reference. References in these By-Laws to Articles shall be
corrected, when necessary, by the Secretary to conform to the
Fidonews Page 17 17 Nov 1986
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
The IFNA By-Laws and Rules Committee hereby recommends the
following to the current Board of Directors:
A. That the articles, bylaws, report, and minutes of these
meetings, are submitted to the Board of Directors and made
public to the membership of the network.
B. That upon submission of this report to the Board of Directors
that they be open for discussion, comment, criticism, or proposed
amendment for a period of time to be delimited by the Board of
Directors.
C. That the committee recommends to the Board of Directors that
it, by whatever means determined to be fair, submit the Articles
and By-laws, as reported by this committee, to a vote by those
nodes listed in NODELIST.311 (as per the policy document in
effect Aug 13, 1986 when IFNA was incorparted in the State of
Missouri). The final talley to be made public.
D. That, when final, Articles of Association and By-laws be
formally adopted by the Board of Directors of IFNA as the
interim rules of business conduct until such time as any of them
are ratified, ammended, or replaced in accordance of such.
E. That anyone who paid or pays any monies intended for use by
IFNA, prior to formal adoption of these bylaws, be given fair
consideration.
F. That the By-laws and Rules Committee strongly recommends that
the Board of Directors prepare and make available to the public
a pro forma budget accounting for all funds received and
disbursed by IFNA; that it also prepare and make available to
the public a projection of expenses that may be incurred by IFNA
in the implementation of some or all of the bylaws and
suggestions concerning policy as contained in the report.
G. That any act of this committee not covered by an entry in the
minutes or in a formal motion adopted be construed as if it had
been formally proposed and adopted.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
What did we leave out?
Several things were deliberately left out of the By-Laws. These
include: How much dues will be for each class of membership?
How does the Board of Directors operate? What about
re-imbursement for expenses?
All of these things are going to be controlled by the Board of
Directors in various policy documents. They will be called
things like DUES.POL, BOARD.POL, BUDGET.POL, etc. These
documents have not yet been completed, but I can say the
following:
The dues for Regular Membership will be $25 per year. Anyone
paying the $25 before January 1, 1987 will receive a charter
membership good until December 31, 1987.
As for re-imbursement of expenses, that is currently not
feasible since IFNA doesn't have the money to cover expenses
other than those required to answer the mail, give phone support
to people that request it, and implement the voting and other
procedures required by the by-laws. We deliberately did not
mention it since it is entirely possible that it could be
included in a future budget. We DID mention that the Board and
Officers would not be paid for their services (as opposed to
expenses)!
I am sorry that we cannot say more about the other policy
documents, but as they become available they will be placed in
FidoNews and posted in various Echomail conferences.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
What if I don't like it?
That is a very valid question, and is the whole purpose behind
publishing these documents well in advance of the January 1
deadline. There are a number of ways to complain about things
you don't like:
1. Enter a message into the IFNA Echomail conference. This
reaches the largest number of people, but has the disadvantage
of being slow, and echomail has been known to get lost.
2. Send a message to 132/101 telling me what you don't like.
Please be very specific, and if possible create a file of the
complaint so that I can incorporate it easily into future
documents. If you request an acknowledgement of receipt, I will
be happy to oblige.
3. Place a submission to FidoNews. Unfortunately, this method
can be even slower than method number 1.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
Special Thanks
On behalf of all of the members of the IFNA By-Laws and Rules
Committee, I would like to extend thanks to the following
people:
1. First and foremost would be the friends and relatives of
each committee member. We put in a lot of work on this, and it
took a lot of our time. It meant a lot and I would like to
thank all of the friends and relatives who were so understanding
during it all.
2. The staff at the Nashua Holiday Inn. These people were
wonderful. Each day we would basically trash two hotel rooms
(littering them with bottles, cans, cigarettes, and munchie
bags), and each morning they would come back and make it
spotless. I would also like to thank the dining room staff
since they put up with us taking 2 hour breakfasts while paying
for nothing more than some toast and coffee.
3. The people in the Fidonet community that helped us out by
making constructive comments and supporting what we were trying
to accomplish.
IFNA By-Laws and Rules Committee
Bob Hartman, Chairperson (132/101)
Alternatives
As we all know, there are always alternative methods for doing
things. This section of FidoNews (COLUMNS) is devoted to the
alternative methods that have been discussed. It is important
that you as a reader inform us as to which method you prefer in
each case. If we don't hear anything, then we have to assume
that the 'default' method outlined in the original documents is
what you prefer.
Present Proposal: That all members can vote by sending in a
proxy into a neutral party, presumably a CPA firm prior to the
annual meeting. At the annual meeting, any member could
withdraw his proxy and vote directly. Any properly registered
proxies could be voted by the person holding that proxy. Those
votes would be tallied and ...
PRO: It is backward compatible with Policy2. It allows members
to go to the meeting and meet the candidates and select the
candidate there.
My proposal: We mail out a ballot to all members with the right
to vote. Those members can select the candidate and mail back
the ballot with maybe a two envelop method.
PRO: 1. It is simpler. There is no problems with re voting.
2. It is more secure. There are no ballots sitting in an office
for 60 days. The ballots do not have to be moved to the
meeting.
3. It is consistent with our structure. In most ownership
organizations, the meeting is to elect officers. Members may
have 10,000 votes (shares). They may and can meet with the
board one and one. There can be five major stockholders and
five members of the board. In membership organization, there is
no capital stock. There is no power plays. The ballots are cast
by mail. In fact, I know of no organization other that small
local ones that elect officers at a national meeting.
4. It frees up the national meeting to discuss new ideas,
directions, and issues. I can see 1 full day of three being
politics. I would prefer 3 full days of business.
5. It is cheaper. The proxy method requires the CPA type to
certify that the ballots made it there, that the proxies are
correct. He must supervise the recall of proxies. The CPA
cannot be a "free friend." He should be hired or else a the
president or board will be charged with conflict of interest or
favoritism.
Cheaper, easier, more professional, more secure, and more time
efficient.
CON: not compatible with Policy2. Since Policy2 was ignored at
COSUG I feel that is not a major problem.
CONCULSION: My method would make the annual meeting an
enjoyable, educational, and fun event. Outsiders and insiders
do not want to travel thousands of miles to see COSUG. I want
the annual meeting to be a highlight. I want to be proud of
that meeting. You must ask yourself, "Do I want another COSUG
Fidonews Page 24 17 Nov 1986
The international aspect of the IFNA may have some very serious
legal ramifications, especially for boards in Europe - and on
this basis I feel that we should limit IFNA membership to North
American nodes, at least until the following points are
clarified for us by IFNA's legal counsel:
(1) Criminal aspects of the European nodes:
We publish a list of European Fido boards each week. Because
of the very restrictive laws of some European nations (Germany
in particular), the sysops of those boards are limited to
operating CCITT protocol modems, which do not communicate well
with the vast majority of modems in use in North America. In an
effort to facilitate communications with us on this side of the
water, some sysops operate an illegal modem during our NMH.
This is noted in the nodelist, a freely distributed document, in
the comments area of those nodes' entries. In other words, we
are publishing a list of criminals in Europe, and the best hours
to catch them at it!
Other aspects of Fido operation (such as operating in
Send-Only mode in Canada) may also have legal ramifications for
non-US Fido sysops. I am not an expert in International Law;
other examples of such limitations on Fido operations may exist
in other countries.
(2) Ramifications to the IFNA:
While those sysops in Europe have their necks on the line, we,
the (potential) North American members of IFNA, also are at
risk, as is IFNA as a whole. To some extent we are guilty of
violations of International Law, and to inciting criminal
activity outside of North America, a violation that the FCC
might take action on. This action could range from a slap of
the hand, to formal injunctions against IFNA-sponsored
communications outside of the U.S./Canada, or, under a very
extreme interpretation of the applicable laws, to prosecution of
IFNA officers and directors, in particular, the International
Technical Coordinator.
At this point I have listed the drawbacks of some of the
international aspects of IFNA. It is reasonable to ask what
should be done about it. My proposal is very simple:
PROPOSED: That Regular membership in the IFNA be limited to
those countries in which operation of FidoNet-compatible
software is within the bounds of that nation's laws.
PROPOSED: That members of IFNA, for countries where operation of
FidoNet compatible software may have legal ramifications, form
their own National FidoNet Associations, which may apply for
IFNA Region/Division status by:
Fidonews Page 26 17 Nov 1986
1. Informing the International Technical Coordinator of the
restrictions on FidoNet operations in the applicable nation;
2. Proposing a set of By-Laws for that Association's members
which would allow them to legally operate FidoNet-compatible
software within their country, to which all their members have
willingly subscribed.
I feel that some of our European members may wish to examine
their advertising of their communications capabilities very
carefully, and that IFNA may wish to examine the legal aspects
of some of the listings in the nodelist. After consulting with
my attorney, it is not clear that the Nodelist is in violation
of the law; someone with more knowledge of that aspect of the
law (or with more money to throw to their attorney than I am
willing to feed to mine) should examine these issues.
Respectfully submitted,
Ed Rauh, Sysop 141/215
IFNA By-laws and Rules Committee
P.S. I'm already wearing the Nomex suit - flame away!
[Editor note - the editor being Bob Hartman this week: Mikey
sent this stuff to me as comments interspersed in the original
documents which he received from me. I extracted the phrases he
commented on, along with the comments and converted them to
FidoNews format. No further editing was done.]
The following changes were for the By-Laws:
ALTERNATE: A member of IFNA who is designated by a director.
The responsibilities of the ALTERNATE include, but are not
limited to acting as a replacement for the director in any
instance of the director's absence.
+++++++++++++++++++++++++++++++
comment
the alternate is to be elected in the same manner as both of the
directors.
+++++++++++++++++++++++++++++++++++
(a) Regular Member. To be eligible, an applicant: must be
the system operator in good standing of a PUBLIC ACCESS node;
must have paid any dues required; is entitled to one vote.
+++comment++++++++++ -> remove --> in good standing
(e) Life Member. Any member may become a Life Member by
paying the required dues.
comment==========eliminate life member
2. Applications for membership shall be submitted to the
Secretary. In the case of any applicant whose character,
reputation or conduct might make him an undesirable member, the
Secretary shall refer the application to the Executive Committee
for review; in all other cases, the Secretary shall have the
authority to grant membership.
COMMENT --> better definition of acceptable reasons for refusing,
as listed, reasons are too loose
4. Dues shall be set by the Board of Directors, and be payable
in advance. For members outside the United States, the Executive
Committee shall assess such additional costs as may be required
for destinations outside the United States.
Fidonews Page 28 17 Nov 1986
+++++++++++++++++++ comment
and be approved by the members.
-------------suggest vote for range of numbers
$0
$5
$10
$25
more _________
majority would be the dues
8. The members of the Board of Directors shall be one director
from each of the several voting divisions of IFNA (Divisional
Directors) and an equivalent number of directors elected from
the membership (At-large Directors). At the first meeting of the
Board of Directors they will elect a CHAIR who shall preside
over all meetings of the Board.
=======--> comment
2 directors and 1 alternate ELECTED from each voting division.
12. The Nominations and Elections Committee shall delete the
name of any nominee who may be ineligible for election and the
name of any who may withdraw by written communication. The
remaining names shall be listed on a ballot, in alphabetical
order. If there be but one eligible nominee, the Nominations and
Elections Committee shall declare him elected without balloting
by the membership. If there be more than one eligible nominee,
then at least 45 days prior to the ANNUAL MEETING the Secretary
shall send by mail to every voting member, and publish in
FidoNews, a ballot listing the candidates for director. The
ballot shall contain a copy of the current voting rules.
---> define criteria for deletion from list.
14. The Nominations and Elections Committee shall arrange to
have a certified public accountant receive and collate all mail
BALLOTS received prior to the ANNUAL MEETING, and to be
responsible for the receipt, tabulation and verification of all
BALLOTS cast before the close of voting. The certified public
accountant shall present and certify the results of the
balloting.
comment
-->>> add CPA to not be compensated for this duty.
Fidonews Page 29 17 Nov 1986
16. All vacant director positions will be filled by appointment
of the Board of Directors for the remainder of the term.
+++++++++++++++comment
by someone from the same division.
17. Each director shall designate in writing within 30 days
after the election an eligible ALTERNATE. Failure to comply
shall cause the ALTERNATE position to be declared vacant by the
Board of Directors.
--->>> eliminate entirely since they are to be elected
18. A director shall be elected in each even-numbered year for
each even-numbered division and an equal number of At-large
directors and in each odd-numbered year for the remaining
director positions. The term of each director shall be for two
years. The terms of all directors shall begin as soon as the
results of the election are declared official by the Secretary.
--->>> Initial term for even numbered regions is 1 year.
20. The annual meeting of the Board of Directors shall be held
at a location near the place of business designated in the
Articles of Association on the third Friday of February of each
year. The places of additional meetings shall be designated by
the Chair of the Board and notified by the Secretary. The times
and places of the meetings may be changed provided that specific
provision is made by (1) majority vote of the directors at the
preceding meeting or (2) majority vote of the directors by mail
initiated by the Executive Committee or on petition of at least
five directors, such mail vote to be taken at least 45 days
prior to the date proposed for the meeting.
======comment
hold meeting at/during annual conference, less financial burden
for attendees.
need for meeting to be voted upon by directors
25. The following voting divisions are established:
Division 2 Europe, Africa
Division 10 CA NV
Division 11 IL IN KY MI OH WI - USA and
ON PQ PEI NS NB NF - Canada
Division 12 HI Asia, Australia, Antartica
Division 13 DE DC MD NJ NY PA VA
Fidonews Page 30 17 Nov 1986
Division 14 IA KS MN MO NB ND SD
Division 15 AZ CO NM UT WY
Division 16 CT ME MA NH RI VT
Division 17 AK ID MT OR WA - USA and BC ALB SSK - Canada
Division 18 AL FL GA MS NC SC TN
Division 19 AR LA OK TX, South America,
Mexico, Central America
==>> comment
we need to double the number of divisions to insure adequate
representation of the members. upon doubling, cut directors down
to 1 and alternate from each division.
26. The President shall, subject to instruction from the Board
of Directors and with the assistance of the Vice President,
represent IFNA in its relationships with the public and the
various governments, governmental agencies and officials with
which IFNA may be concerned and shall be the official
spokesperson of IFNA in regard to all matters of IFNA policy.
=============comment - add -
--->>> and the executive committee
29. The Treasurer shall: be the recipient of all monies of IFNA
and shall deposit the same in the name of IFNA in a depository
specified by the Board of Directors; sign checks drawn by the
President in payment of obligations known by him to be proper
and authorized;...
==========comment
change him to the administrative and finance committee
31. The following standing committees are established:...
Each standing committee shall include among its members at least
one director. Additionally, the Treasurer shall serve as a
member of the Administration and Finance Committee. Appointments
of all standing committee members shall be made by the President
at the Annual Meeting and shall be for a term of one year.
===============comment
scratch president replace with board of directors
34. The Publications Committee performs studies and makes
recommendations to the Board, and acts as advisor to the
President, with regard to IFNA's publications, including
FidoNews.
==============comment
Fidonews Page 31 17 Nov 1986
the editorial content and general content should be under the
direct supervision of the pubs committee
35. The Nomination and Elections Committee shall be responsible
for: finding and qualifying candidates; reviewing voting
procedures and recommending modifications as necessary; performs
other duties as described in applicable By-Laws.
===========> comment
remove - finding and
37. The Technical Standards Committee shall be responsible for:
a. Providing a rigorous definition of FidoNet and all
FidoNet protocols sufficient to implement a compatible
electronic mail system.
======comment - add -
protocols to be freely available at no cost
40. There shall be an official publication maintained by IFNA,
in the form of a weekly journal, the name of which shall be
FidoNews. A copy of this journal shall be available each week to
every member of IFNA in good standing. The general management of
this journal shall be in the hands of the President. The policy
of the journal shall be determined by the Board of Directors.
======comment - remove - president - replace with
pubs committee
--->>>>> additional paragraph added to say
no member of the board of directors or officer of the association
or anyone in their employ
shall participate in any activity such as publishing documents
for sale by ifna, be the sole control of any of ifna's documents
or publications or programs or participate in any activity that
could be construed to be conflict of interest.
no one who has a commercial interest in items recommended,
proposed, or offered by ifna shall be eligible for any of the
positions outlined in this document.
--------------
==>> comment on voting
first item for vote should be ifna yes or no with instructions to
vote for all items regardless of yes/no ifna vote.
Fidonews Page 32 17 Nov 1986
also voting should be done to 2 places (1 could be electronic)
to insure fairness and accuracy of voting.
--------------
==>> comment
disciplinary procedures are lacking for all levels of membership,
including officers, directors , etc...
--------------
Now Mikey's suggestions for changes to the Articles of
Association:
Article 9 - These articles may be amended by the three-fourths
vote of all directors, or, provided due notice of the proposed
amendment shall have been sent to each director at least thirty
days in advance, by a two-thirds vote of all directors.
=====>> add -
and after members have had ample opportunity to review and
comment on amenments.
Article 11 - No person shall be eligible for the office of
Director, Alternate, President, Vice President, Secretary,
Treasurer, or Vice President - Technical Coordinator, who is not
eligible in accordance with the applicable laws and regulations
of the United States prevailing at the time of his election and
throughout his term of office.
===> change - United States - to - State of Missouri
By adding these comments and suggestions I in no way mean to
imply that I approve of this document or go along with the
wording be it as origional or as changed.
I give no one my permission to in any way use my name to imply
that I do approve or have approved of these writings.
Mike Hamilton AKA Mikey
[Ed: That completes the changes the Mikey suggested. I don't
understand his last comment since he was asked to make
suggestions for changes that would make the document acceptable
to him.]
Just a few comments on the By-Laws:
1. Page 1, item 1a. Really question the PUBLIC ACCESS in
here. It seems to be dis-enfranchising the private nodes who do
contribute to the net. I think it would be better to have all
nodes in the St. Louis Nodelist eligible. Minor, but
perturbing.
2. page 4, item 29. Reference to By-Law 36. Should be 32.
Typo.
[Ed: Thanks, this has been fixed in this version]
3. Page 5, item 37c.1. Data Transmitted. Should read Data
Transmission Format. Don't want to have the standards committee
responsible for content, just format.
4. Page 1, item 4. Dues should be labled as payable in US
currency. In case of overseas nodes, should be payed to regional
coordinator, who would forward to IFNA in US funds. (They also
would get a 15-20% better excahnge rate than we would.)
5. Page 1, item 7. Opinion, comment, and hope to head off
flames from other sources. Need some words here so that people
who have a financial or or propriatary interest in IFNA, Fido,
Seadog, and other software or hardware in use in the net be
excluded from being an officer. This should only apply to
commercial(underlined) items that are for sale. This would
eliminate only people who are making money off the net, such as
Tom and Thom, but not Bob as his is available for public use. It
is a small distinction, but could cause some serious flames.
End Comments, start observations..
It is a good start. The main problem is that you started with 10
people, ended up with less, and still took too long. With 20 +
on the BOD, even less will be accomplished in a longer time. Can
not think of a way to limit it more fairly than you guys have
done, but even large Coporations have smaller boards. One from
each net would be good but again too large. One from each region
would be better with out the at large members. That way, when we
go to zones, we could include them or substitute them for the
regions.
Charter Membership for the International FidoNet Association
Membership in IFNA is open to any individual or organization that
pays an annual specified membership fee. IFNA serves the
international FidoNet-compatible electronic mail community to
increase worldwide communications.**
Name _________________________________ Date ________
Address ______________________________
City & State _________________________
Country_______________________________
Phone (Voice) ________________________
Net/Node Number ______________________
Board Name____________________________
Phone (Data) _________________________
Baud Rate Supported___________________
Board Restrictions____________________
Special Interests_____________________
______________________________________
______________________________________
Is there some area where you would be
willing to help out in FidoNet?_______
______________________________________
______________________________________
Send your membership form and a check or money order for $25 to:
International FidoNet Association
P. O. Box 41143
St Louis, Missouri 63141, USA
Thank you for your membership! Your participation will help to
insure the future of FidoNet.
** Please NOTE that IFNA is a general not-for-profit organization
in formation and BYLAWS are presently being prepared by an
International Rules Committee. Membership requirements and fees
are subject to approval of this Committee. An IFNA Echomail
Conference has been established on FidoNet to assist the BYLAWS
Committee. We welcome your input on this Conference.
