Freespire Community Board Bylaws

The following shall be the By-laws of the Freespire Community Board.

Article I: Membership and Meetings

Section 1. Members

The members of the Freespire Community Board shall be the board members then in office and additional persons who qualify in accordance with the following sections.

A. General Authorities. The number, qualifications, rights, privileges, responsibilities, terms of membership, and the provisions governing the withdrawal suspension. and expulsion of members shall be decided by the Freespire Community.

B. Classification of Members. Members of the Freespire Community shall be classified as follows:

1. Community Board Member - Those members elected (or appointed as the Chairperson) to the Freespire Community Board.
2. Active Member - Those members who actively participate in the functions of the Freespire Community (forums, wiki, mailing list, IRC, or committee).
3. Honorary Member (unique contribution, non-voting) - Any person who shall from time to time, be selected to be so honored by the Freespire Community Board or Freespire Leadership Board due to a unique contribution (either directly or indirectly) to Freespire that builds community credibility. Can make nominations to the Community Board.

C. Voting Qualifications. In order to qualify as a voting member of the Freespire Community, a member must meet the following criteria:

1. Must understand and uphold the Freespire Community Vision (EULA).
2. Must be registered at Freespire.org and an active member for at least one month.

D. Termination of Membership. Any right of members to vote and any right, title, and interest of any member in or to the Freespire Community shall cease upon termination of his or her membership.

Section 2. Annual Meeting

Annual Meeting for the Election of Board Members. The annual meeting of the members for the election of the Freespire Community Board shall be held on-line as may be determined by the Freespire Community Board and as shall be designated in the notice of said meeting on the first Tuesday in the month of June of each year not a legal holiday (or, if said day be a legal holiday, then on such other day as determined by the Freespire Community Board), for the purpose of electing the Freespire Community Board and for the transaction of such other business as may properly be brought before the meeting.

Section 3. Special Meetings

Special Meetings. Special meetings of the members may be called by the Freespire Community Board, Freespire Leadership Board or email request by at least ten (10) qualified voting members of the Freespire Community to the Freespire Community Board. Upon receipt of such a petition, the Freespire Community Board shall call a special meeting within ten (10) days which shall be held on-line as may be designated in the notice of said meeting. Business at said special meeting shall be limited to that stated in the notice or petition.

Section 4. Notice

Notice of Meeting. Notice of the purpose or purposes and the time and place of the annual and any special meeting of members shall be via email or mailing list sent by the Secretary, not less than seven (7) days prior to the meeting. Such further notice shall be given as may be required by law. No notice of an adjourned meeting of members need be given unless it shall be expressly required by statute. Annual or special meetings of members may be held without notice and without the lapse of any period of time provided that said requirements are waived in writing by the person or persons entitled to receive said notice.

Section 5. Quorum

Quorum. At all annual or special meetings, the Freespire Community Board will decide if enough members are present (either live or through early ballot submissions) to hold the meeting. If the Community Board deems there be no quorum, the Board will adjourn the meeting without further notice for reschedule.

Section 6. Chairperson / Secretary

Chairperson / Secretary. Meetings shall be presided over by the Chairperson of the Freespire Community Board or, in their absence, by the Vice-Chairperson. The Secretary of the Freespire Community Board shall record the meetings or, in their absence, someone appointed by the Chairperson or Vice-Chairperson to so act and record minutes.

Section 7. Voting

Voting at Annual or Special Meetings. At the annual or special meetings of the Freespire Community each qualified member will be entitled to one vote per vacancy. The voting will be held by electronic polling the attending members and those who submitted an early ballot via email. Those members qualified to vote but unable to be present at the time of elections, may submit an early ballot to the Secretary two (2) days prior to the annual meeting. Voting by proxy shall not be permitted.

ARTICLE II: Freespire Community Board

Section 1. Membership

Membership. The business of the Freespire Community shall be managed by its Freespire Community Board, consisting of not less than seven (7) board members (Chairperson and six (6) elected from the community), each of whom shall be a member during their tenure.

The members of the first Freespire Community Board shall be those persons elected by Freespire Community and/or appointed by the Freespire Leadership Board (Board Chairperson). The Freespire Community Board shall have seven (7) members until changed by an amendment to these By-Laws. Except as hereinafter provided, board members shall be elected at the annual meeting of the members of the Freespire Community, and each board member shall be elected to serve for one (1) year (see Terms of Office below) and until the successor shall be elected and shall qualify; provided, however, that failure to elect board members at the time designated therefore shall not work any forfeiture or dissolution of the Freespire Community Board. The Chairperson of the Freespire Community Board is an appointed position and will be designated by the Freespire Leadership Board. If and when the number of board members shall be increased, the additional board members then to be elected by special meeting, or if not elected prior to the next annual meeting of the members of the Freespire Community, they shall be elected by said members.

Section 2. Quorum

Quorum. A minimum of three (3) of the members of the Freespire Community Board (Chairperson or Vice-Chairperson, Secretary or acting, and another board member) when acting at a meeting duty assembled shall constitute a quorum for the transaction of business. If any meeting of the Freespire Community Board there shall be less than three (3) present, the meeting will be adjourned without further notice until the required number of board members shall have been obtained.

Section 3. Vacancies

Vacancies. In case of one or more vacancies shall occur in the Freespire Community Board by reason of death, resignation or otherwise, a special meeting shall be called to elect a successor or successors for the unexpired term or terms (the Leadership Board may deem the positions filled expeditiously through direct designation or selection by the remaining Community Board members). A vacancy in the Freespire Community Board for the purposes of this section shall be deemed to exist whenever the members of the Freespire Community shall fail to elect board members.

Section 4. Meetings

Meetings. Regular meetings of the Freespire Community Board shall be held on-line on a bi-monthly basis, or as may be specified in the notice of the meeting, and special meetings may be held at any time upon the call of its Chairperson by electronic notice duly served, e-mailed to each board member not less than two (2) days prior to such meeting. A meeting of the Freespire Community Board may be held without notice immediately after the annual meeting of the members of the Freespire Community at the same place at which such meeting is held. Notice need not be given of regular meetings of the Freespire Community Board held at times fixed by resolution of the Freespire Leadership Board. Meetings may be held at any time without notice if all the board members are present or if at any time before or after the meeting those not present waive notice of the meeting in writing.

Section 5. Removal

Removal. At any special meeting of the Freespire Community Board, duly called as provided in these By-Laws, any elected board member or members may, by the affirmative vote of a majority of all the members entitled to vote, be removed from office, either with or without cause, and their successor or successors may be elected at such meeting or in accordance with the provisions for filling vacancies. The Chairperson of the Freespire Community Board is appointed by the Freespire Leadership Board and can removed by consensus of the Members the Leadership Board.

Section 6. Nominations and Elections

Nominations and Elections. Nominations for election to the Freespire Community Board shall be made through the User Discussion List preceding the annual meeting. Only qualified voting or honorary members shall be able to nominate and each nomination must be seconded. For the available Board positions; those nominees receiving the highest number of votes shall be declared elected. In the event of a tie vote, election shall be decided by electronic means.

Section 7. Qualifications

Qualifications. In order to qualify for election to the Freespire Community Board, a nominee must be a qualified voting member and must have attended at least one (1) general membership and/or special meetings of the Freespire Community during the preceding twelve (12) month period as noted in the meeting minutes (not applicable to the first election).

Section 8. Terms of Office

Terms of Office. The members of the Freespire Community Board shall serve for a term of one (1) year (except as noted below). Said term of office shall run from the first day of July in the year in which they are elected to the last day of June of the following year. First year, three (3) of six (6) Board positions will serve a two (2) year term to stagger the positions, following elections will be in accordance with one (1) year terms.

Section 9. Election

Election of Officers. The newly-elected members of the Freespire Community Board shall, as soon after their election as possible, elect a Vice-Chairperson, Secretary and Parliamentarian, to serve as the officers of said Board. The Chairperson of the Freespire Community Board will be appointed by the Freespire Leadership Board. Further, the Freespire Community Board may, from time to time elect such other officers as it deems necessary.

Section 10. Duties and Responsibilities

Duties and Responsibilities of Officers. The duties and responsibilities of the offices of the Freespire Community Board shall be as follows:

• Chairperson - As principal executive of the Freespire Community Board, coordinates and manages the activities of the Freespire Community; presides at all meetings of the Freespire Community Board and all general specific or annual meetings of the Freespire Community. This position is appointed by the Freespire Leadership Board.
• Vice-Chairperson - Assumes the duties and responsibilities of the Chairperson in his or her absence.
• Secretary - Responsible for recording the minutes of all meetings of the Freespire Community Board and maintaining all official records and correspondence.
• Parliamentarian – Enforces constitutional behavior of the board (including upholding the Freespire Vision) and fills in as proxy in the event of a temporary absence or vacancy by another board member.

ARTICLE III: Committees

Section 1. General Authorities

General Authorities. The Freespire Community Board shall, in its discretion, by the affirmative vote of a majority of the members, establish such committees and appoint such Chairperson as it shall from time to time, deem necessary in order to conduct or perform the various duties, functions and responsibilities of the Freespire Community. Said committees shall have and may exercise such powers as shall be conferred or authorized by the resolutions appointing them. A majority of any such committee, if the committee is composed of more than two (2) members, may determine its action and fix the time and place of its meetings, unless the Freespire Community Board shall otherwise provide. The Freespire Community Board shall have the power at any time to fill vacancies in, to change membership of, or to discharge any such committee. Standing Committees will support the Community Forums, Freespire wiki, User Discussion List and Freespire IRC channel.

Section 2. Terms of Office

Terms of Office. The term of office of the Committee Chairperson appointed by the Freespire Community Board shall be one (1) year, or term of the Committee if less than one (1) year, and shall coincide with the term of office of the Freespire Community Board Members.

Section 3. Vacancies

Vacancies. In the event a vacancy shall occur in the chairmanship of any committee by reason of death, resignation, or otherwise, the unexpired term of said Chairperson may be filled by the Freespire Community Board Members.

Section 4. Duties and Responsibilities

Duties and Responsibilities. The committee Chairperson appointed by the Freespire Community Board shall have the duties and responsibilities as may be, from time to time, established by said Board.

ARTICLE IV: Informal Action

Any action required or permitted to be taken at any meeting of the Freespire Community Board or any committee therefor may be taken without a meeting if, prior to such action, an email consent thereto is sent by all members of the Board or of the committee, as the case may be, and such electronic consent is filed with the minutes or proceedings of the Board or the committee.

ARTICLE V: Amendments

These By-Laws may be amended, altered, or repealed, by the Freespire Leadership Board and/or a vote of a designated quorum of the qualified voting members (as deemed by the Community Board) present at a special meeting called for said purpose, provided a quorum is present and written notification stating the purpose of said meeting has been made to all qualified voting members at least ten (10) days prior to said meeting.