1697 lines
75 KiB
Plaintext
1697 lines
75 KiB
Plaintext
Volume 3, Number 44 17 November 1986
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+---------------------------------------------------------------+
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| _ |
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| / \ |
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| /|oo \ |
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| - FidoNews - (_| /_) |
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| _`@/_ \ _ |
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| International | | \ \\ |
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| FidoNet Association | (*) | \ )) |
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| Newsletter ______ |__U__| / \// |
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| / FIDO \ _//|| _\ / |
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| (________) (_/(_|(____/ |
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| (jm) |
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+---------------------------------------------------------------+
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Editor in Chief: Thom Henderson
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Chief Procrastinator Emeritus: Tom Jennings
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FidoNews is the official newsletter of the International FidoNet
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Association, and is published weekly by SEAdog Leader, node 1/1.
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You are encouraged to submit articles for publication in
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FidoNews. Article submission standards are contained in the file
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ARTSPEC.DOC, available from node 1/1.
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Copyright (C) 1986, by the International FidoNet Association.
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All rights reserved. Duplication and/or distribution permitted
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for noncommercial purposes only. For use in other circumstances,
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please contact IFNA.
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SPECIAL IFNA BYLAWS ISSUE
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Table of Contents
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1. EDITORIAL
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Wow! Fast Service!
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Why is this FidoNews different?
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2. ARTICLES
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Introduction, or "What did we want to accomplish?"
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"How does this affect me?"
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IFNA ARTICLES OF ASSOCIATION DRAFT
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IFNA BY-LAWS DRAFT
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Recommendations to the Board of Directors
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What did we leave out?
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What if I don't like it?
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Special Thanks
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3. COLUMNS
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Alternatives
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Alternate Method for Voting
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Why International?
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More proposed changes
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More Comments and Suggestions
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4. NOTICES
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The Interrupt Stack
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Fidonews Page 2 17 Nov 1986
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=================================================================
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EDITORIAL
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=================================================================
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In last week's issue I made some comment about how this week
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might be a special issue devoted to the proposed bylaws. Well,
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that issue hardly hit the phone lines before I was getting calls.
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At least five people called to tell me that that was WAY too
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soon, and that the bylaws committee could not possibly get
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everything together in time.
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But not Bob Hartman. He was (or I guess still is) the chairman
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of the Bylaws and Rules Committee, and he takes that VERY
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seriously. Oh, he called me alright, but all he wanted was to
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know what I would need for a special edition. He then moved
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heaven and earth (or at least several megabytes of data over
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phone lines) to get it ready. From what I hear, he drove
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everyone on the committee mercilessly to get all of the minority
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reports and such together for this issue. He also appears to
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have pleaded with several people who object to the proposed
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bylaws to write up some opposing viewpoints.
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I'd like to go even farther with this. If anybody out there has
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any comments at all about the proposed bylaws or anything else in
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this issue, send a message to 1/1 with a subject of "bylaws."
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I'll do another special issue in a few weeks giving all of the
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comments I've received. Any and all comments will be published.
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Many of you will notice that this isn't the normal method of
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publishing something in FidoNews. Usually you have to send us a
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text message by file attach, and it has to meet a few (hopefully
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easy to meet) format standards. You can still send comments that
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way, of course, but I'm going to make an exception for this. I
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want to make it as easy as possible for you to express your
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thoughts. After all, this whole dog and pony show is for YOUR
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benefit. It isn't worth a tinker's damn if it isn't what YOU
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want.
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So, without further ado, I now turn the rest of this issue over
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to Bob Hartman, chairman of the Bylaws and Rules Committee.
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-----------------------------------------------------------------
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IFNA By-Laws and Rules Committee
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Bob Hartman, Chairperson (132/101)
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Many of you may have noticed that this edition of FidoNews
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is much different than normal. You may also have asked yourself
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"Why is it different?" Well, the answer is that this issue is
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devoted to the IFNA By-Laws and Rules Committee's recommendation
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to the Board of Directors. Now I can hear all of you asking
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"What the heck is he babbling about?" Let me try to explain:
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What is IFNA? IFNA stands for the International FidoNet
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Association. It is a corporation formed in August in St. Louis,
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Missouri with the purpose of taking some of the financial burden
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Fidonews Page 3 17 Nov 1986
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off of the people that had been running the Fidonet network for
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so long (and not getting any reimbursement for a job well done).
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Ken Kaplan and Ben Baker had been running up large phone bills
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trying to help everyone that had questions about Fido or the
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network. They had also been taking many hours of their time to
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make sure that each week the nodelist got updated and was
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correct. This effort went largely unnoticed by most of us, but
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it was costing them large sums of time and money. They realized
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that they were having problems administering to the needs of
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almost 1000 nodes, and with the nodelist doubling each year they
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knew that there was no way they could keep up with the growth.
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They asked for contributions to help out, and created a
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corporation to collect the money. They then realized that this
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corporation could really help the public in many ways. If enough
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support was garnered, it would be possible to set up ways to
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distribute shareware programs, keep people informed about
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legislation that could effect telecommunications, generate
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mailings about Fido and the Fidonet network, insure Sysop's
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computers against damage, the list goes on and on. They decided
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that if the company was going to be doing all of that, then it
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had to be run by the membership. Well, that created a
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problem...
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In August, the Colorado Springs User Group (COSUG)
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sponsored what was called the Silicon Mountain Fido Sysop
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Conference. It was a gathering of Fido sysops from all over the
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world (or at least those that could get the time off and afford
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the tickets on short notice). One of the items that was to be
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discussed was the formation of IFNA. Since many of the sysops
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present had not heard anything about IFNA, there was obvious
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confusion. The rumor mill was pumping away. There were charges
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that Ken and Ben would simply pocket the money, others said it
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could never work, others complained that they were told they
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could vote, and then told that they had to pay $25 to vote. In
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the end I think that Ken and Ben were simply bewildered by it
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all - they wanted to help the average sysop, not rip him off!
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Anyway, thanks to Ezra Shapiro, things finally settled down a
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little bit. There was a meeting where it was decided that the
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Board of Directors would be Ken Kaplan, Ben Baker, and Thom
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Henderson. This Board would serve until January 1, 1987, and
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their charter was to come up with viable Articles of
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Incorporation, and By-Laws to run IFNA. This seemed to be the
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only possible solution at the time.
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About a week later I got a call from Ken Kaplan asking me
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to be the Chairman of the committee responsible for drafting the
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new By-Laws etc. If I knew then what would happen, I probably
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would have turned him down. Anyway, I had to come up with other
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people for the committee. Steve Jordan had left Colorado
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Springs with a very sour taste in his mouth and had written a
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quick and dirty set of bylaws, he was chosen by Ken to be the
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Co-Chairman of the committee. We then decided to try and find
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one representative from each Region in the nodelist.
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Furthermore, we decided that it would be impossible in the time
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before January 1 to worry about international representation -
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there was not enough time to get the people involved, and the
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Fidonews Page 4 17 Nov 1986
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turnaround time and cost for sending mail was too great. This
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later turned out to be a bad decision for which I apologize to
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our friends from other countries - all I can say in my defense
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is that it seemed right at the time. Anyway, the call went out
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for volunteers...
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The first volunteers were Butch Walker, Ken Shackelford, and
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David Drexler. We still needed others to fill the rest of the
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regions. I had met Allen Miller, Oscar Barlow and Randy Bush
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while in Colorado, and asked them if they would represent their
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regions. All told me they would try to find someone else since
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they really didn't feel they would have the time. I pressured
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each of them by saying that if the committee was going to get
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anything done we had to start quickly - they all succumbed to
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the pressure. We still needed a few more people, so I finally
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asked Ed Rauh, now there were only a few spots left. Ken Kaplan
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volunteered to be his regional rep, and I told him no way - the
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membership would just not accept his being on the committee, so
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he finally gave me the name of Alex Hartley. Finally a day or
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two later Tom Marshall, a lawyer from NJ volunteered. We now
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had a large enough group to go on. We formed an Echomail
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conference for our use and looked at the issues. We read SYSOP
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and IFNA conferences every day. We were making progress, but it
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was too slow. We decided to have an in-person meeting...
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I made all the plans to have a meeting from Nov 6-9 in
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Nashua, NH. Ed Rauh, Tom Marshall, Randy Bush, Steve Jordan and
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myself were there for the committee. We also had several
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interested spectators including Ken Kaplan, Thom Henderson, Rob
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Barker, Bob Morris, and Bill Lyman. I should point out now that
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these people all paid their own way, and paid for food and
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lodging while there. They all obviously cared very much about
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this. Oscar Barlow, Alex Hartley, and Ken Shackelford could not
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attend because of prior commitments, but were in touch by
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telephone and netmail. They all had their inputs heard by the
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people that did attend. Anyway, we spent about 50 hours over
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the course of 3 days hammering out the details of what is
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contained in this edition of FidoNews.
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Read on and decide if we did a good job or not...
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-----------------------------------------------------------------
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Fidonews Page 5 17 Nov 1986
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=================================================================
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ARTICLES
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=================================================================
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IFNA By-Laws and Rules Committee
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Bob Hartman, Chairperson (132/101)
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Introduction, or "What did we want to accomplish?"
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Before getting right into the By-Laws and Articles of
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Association, let me tell you all how we came up with all of this
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stuff:
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First of all, we used two basic models for reference. The
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first model was that of the US Government. We wanted regional
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representation not based on population density (like the US
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Senate), and we also wanted to allow the densely populated areas
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to have more say in what happened since it would affect them
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more (like the US House of Representatives). Our second model
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was the American Radio Relay League which is a corporation very
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similar to IFNA. There were many parallels which could be
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drawn, and wherever possible we looked at what they had and
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adopted it for use by IFNA.
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Anyway, we sat in a hotel room in the Holiday Inn in Nashua
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for 3 days and brainstormed. We each had copies of the ARRL
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By-Laws and Articles of Association. We went through it point
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by point and tried to modify them to fit our situation. I think
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we were very successful.
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-----------------------------------------------------------------
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Fidonews Page 6 17 Nov 1986
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IFNA By-Laws and Rules Committee
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Bob Hartman, Chairperson (132/101)
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"How does this affect me?"
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It amazes me when I find out about sysops that have not
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heard of IFNA! This affects all of us more than you seem to
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realize. This corporation is going to be making decisions that
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will affect the way the network is run. Since each Fido sysop
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connects into the network, that implies it affects each sysop.
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What if you are a user? In that case this still affects
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you. IFNA is dedicated to bringing telecommunications to the
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public. If you are a user, then you are a member of the public.
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It is your duty to ask your sysop if he or she is supportive of
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IFNA. You should also try to find out the 'why' of their
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decision. Their choice might affect you in the long run. IFNA
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||
is also interested from feedback from users about how to make
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telecommunications more accessible. Give them your feedback
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about what you would like to see IFNA do for users. There is no
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reason why users cannot join IFNA. Associate memberships are
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for anyone that wants to join. It is not a voting membership,
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but it will get you all of the other services that IFNA has to
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offer.
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-----------------------------------------------------------------
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Fidonews Page 7 17 Nov 1986
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IFNA By-Laws and Rules Committee
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Bob Hartman, Chairperson (132/101)
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ARTICLES OF ASSOCIATION FOR INTERNATIONAL FIDONET ASSOCIATION
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Be it known that we, the suscribers, do hereby associate
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ourselves as a body politic and corporate pursuant to the
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statute laws of the State of Missouri regulating the formation
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and organization of corporations without capital stock and the
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following are our Articles of Association:
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Article 1 - The name of our corporation shall be the
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International FidoNet Association also known as "IFNA". The
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corporation commenced its corporate existence as the
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International FidoNet Association, when its Articles of
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Association were approved by the Secretary of the State of
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Missouri on August 13, 1986. The original Articles of
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Association were subscribed by Kenneth H. Kaplan, Sally R.
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Kaplan, and Mark S. Rubin.
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Article 2 - The period of duration of the corporation is
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perpetual.
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Article 3 - The address of its initial Registered Office in the
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State of Missouri is: 120 S. Central, Suite 1400, St. Louis,
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Missouri 63105 and the name of its initial Registered Agent at
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said address is: Mark S. Rubin. The mailing address is: PO Box
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41143, St. Louis, Missouri 63141.
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Article 4 - The purposes for which our corporation is formed are
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the following: the promotion of interest in telecommunications
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and experimentation; the establishment of telecommunication
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networks to provide publicly accessable and publicly available
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electronic communications; the furtherance of the public
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welfare; the advancement of telecommunications art the fostering
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of education in the field of electronic communication; the
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promotion and conduct of research and development to further the
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development of electronic communication; the dissemination of
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technical, educational, and scientific information relating to
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electronic communication; the printing and publishing of
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documents, books, magazines, newspapers and pamphlets necessary
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or incidental to any of the above purposes. No part of the
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||
assets or income of our corporation shall inure to the benefit of
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or be distributable to the members, the officers, or any of
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them, or to other private persons except that our corporation
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shall be authorized and empowered to pay reasonable compensation
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for services rendered and to make payments and distributions in
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furtherance of the purposes set forth herein.
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Article 5 - The affairs of the Corporation shall be governed by a
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Board consisting of Directors as defined in the By-Laws. Each
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Director shall be elected for terms of two years by the members
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eligible to vote. Half of the Directors shall be elected for
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terms beginning on even numbered years and half shall be elected
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for terms beginning on odd-numbered years. Election of Directors
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Fidonews Page 8 17 Nov 1986
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shall be in accordance with the rules and regulations prescribed
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in the By-Laws. The Board shall meet at least once annually at
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times and places as provided in the By-Laws. Special meetings of
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the Board shall be called by the Chair of the Board upon written
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request of at least one-half of the membership of the Board as
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then constituted.
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Article 6 - During the intervals between meetings of the Board of
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Directors, the affairs of the Corporation shall be administered
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by an Executive Committee consisting of the President, four
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Directors selected by the Board of Directors, and, without vote,
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the Vice President and Vice President - Technical Coordinator.
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The term of office for the Executive Committee members shall be
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for one year or until their successors are elected. The
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Executive Committee shall meet at the call of the President, but
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no less often than quarterly. The Executive Committee may in its
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discretion submit for determination or decision by members of
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the Board of Directors any proposal pending before the Executive
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Committee. When such submission is made, it shall be in precise
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terms embodying the text of the proposed resolution. Such action
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shall be binding upon the Executive Committee.
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Article 7 - A vacancy in the Board of Directors shall be deemed
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to occur upon the death, resignation, recall, move of permanent
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residence outside the consituency from which elected, or refusal
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to act of any director. Upon the occurrence of such vacancy,
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the Secretary shall proclaim it and thereafter the duties of the
|
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Director shall be assumed by the Alternate, and the Alternate
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shall hold the office of Director for the remainder of the term
|
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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.
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Article 8 - The officers of the Corporation shall be a President,
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a Vice President, Vice President - Technical Coordinator, a
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Secretary, and a Treasurer, who shall be elected by a majority
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of the Directors at the Annual Meeting.
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||
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Article 9 - These articles may be amended by the three-fourths
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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.
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Article 10 - The membership of IFNA shall consist members as
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||
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.
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||
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||
Fidonews Page 9 17 Nov 1986
|
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|
||
|
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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.
|
||
|
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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.
|
||
|
||
|
||
-----------------------------------------------------------------
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||
Fidonews Page 10 17 Nov 1986
|
||
|
||
|
||
IFNA By-Laws and Rules Committee
|
||
Bob Hartman, Chairperson (132/101)
|
||
|
||
|
||
BY-LAWS FOR INTERNATIONAL FIDONET ASSOCIATION
|
||
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||
DEFINITIONS:
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||
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||
The following terms have meanings as follows for all purposes
|
||
of these By-Laws and Articles of Association:
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||
|
||
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
|
||
|
||
|
||
renumbered Articles.
|
||
|
||
Fido and FidoNet are trademarks of Fido Software.
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 18 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.
|
||
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 19 17 Nov 1986
|
||
|
||
|
||
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.
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 20 17 Nov 1986
|
||
|
||
|
||
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.
|
||
|
||
4. Do all of the above!
|
||
|
||
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 21 17 Nov 1986
|
||
|
||
|
||
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.
|
||
|
||
Thanks from all of us!
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 22 17 Nov 1986
|
||
|
||
|
||
=================================================================
|
||
COLUMNS
|
||
=================================================================
|
||
|
||
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.
|
||
|
||
Anyway, on to the alternatives...
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 23 17 Nov 1986
|
||
|
||
|
||
Steve Jordan (102/1301)
|
||
|
||
Alternate Method for Voting:
|
||
|
||
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
|
||
|
||
|
||
Saturday with the world looking on??"
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 25 17 Nov 1986
|
||
|
||
|
||
Ed Rauh (141/215)
|
||
|
||
Why International?
|
||
|
||
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!
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 27 17 Nov 1986
|
||
|
||
|
||
Mike Hamilton AKA Mikey (103/501)
|
||
|
||
More proposed changes
|
||
|
||
[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.]
|
||
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 33 17 Nov 1986
|
||
|
||
|
||
Neal Curtin (138/14)
|
||
|
||
More Comments and Suggestions
|
||
|
||
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.
|
||
|
||
Neal Curtin
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 34 17 Nov 1986
|
||
|
||
|
||
=================================================================
|
||
NOTICES
|
||
=================================================================
|
||
|
||
The Interrupt Stack
|
||
|
||
|
||
22 Nov 1986
|
||
Net 109 sysops meeting. Contact Kurt Reisler at 109/0 for
|
||
details.
|
||
|
||
23 Nov 1986
|
||
Twenty-third anniversary of Doctor Who.
|
||
|
||
3 Dec 1986
|
||
Start of the Electronic Mail Association conference in
|
||
Washigton, D.C.
|
||
|
||
7 Dec 1986
|
||
The Next Occasional MetroNet Sysop Meeting. Contact Gee Wong
|
||
at 107/312 for details.
|
||
|
||
24 Aug 1989
|
||
Voyager 2 passes Neptune.
|
||
|
||
|
||
If you have something which you would like to see on this
|
||
calendar, please send a message to FidoNet node 1/1.
|
||
|
||
-----------------------------------------------------------------
|
||
|
||
Fidonews Page 35 17 Nov 1986
|
||
|
||
|
||
__
|
||
The World's First / \
|
||
BBS Network /|oo \
|
||
* FidoNet * (_| /_)
|
||
_`@/_ \ _
|
||
| | \ \\
|
||
| (*) | \ ))
|
||
______ |__U__| / \//
|
||
/ Fido \ _//|| _\ /
|
||
(________) (_/(_|(____/ (jm)
|
||
|
||
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.
|
||
|
||
-----------------------------------------------------------------
|
||
|