Proposed Bylaws

John Woods edited this page Oct 29, 2013 · 2 revisions

Bylaws of The Ruby Science Foundation

Article I. Name and Location

The name of the organization shall be "The Ruby Science Foundation."

The offices of the organization shall be kept in the Molecular Biology Building at The University of Texas at Austin, 2500 Speedway, Austin, Texas 78712.

Article II. Purpose

The organization shall:

  1. control, develop, and maintain the SciRuby library and community;
  2. promote open science and the sharing of methods, source code, and data; and
  3. educate on the intersecting interests of the Ruby, open source, and science communities.

Article III. Board of Directors

Section 1. Number and Identities

  1. The initial directors shall be as specified in the Certificate of Incorporation filed with the Secretary of State of the State of Texas in the United States of America:
  • John O. Woods
  • John T. Prince
  • Claudio Bustos

These directorships shall be nominated and appointed (by two-thirds vote of the Board of Directors) whenever vacant. 2. The members shall elect two Directors at the first annual meeting, and two additional Directors at the second annual meeting. The members shall nominate and elect these four directorships whenever vacant. 3. The total number of Directors shall not exceed seven.

Section 2. Term of Office

  1. Directors shall serve for terms of two years.
  2. There shall be no limitation on the number of consecutive terms served by a director.

Section 3. Appointment, Removal, & Vacancies

  1. In the event of a vacancy, the Board of Directors may nominate and appoint a new director to serve out the remainder of the term which was vacated.
  2. Appointment shall require approval by two-thirds of the total directors.
  3. Removal shall require approval by two-thirds of total directors, as well as one month notice.
  4. If a director misses two consecutive meetings, removal shall be automatic at the next meeting. The Board of Directors may by majority vote suspend this section for a given director.
  5. Directors may resign at any time.

Section 4. Officers

  1. The Directors shall nominate and appoint officers, either from the membership or from among the directors. Officers may not vote except in their capacity as directors.
  2. The officer positions shall be as follows: president, vice president, treasurer, secretary, and a parliamentarian. The parliamentarian shall not be a director.
  3. The secretary shall keep minutes of all meetings and make them available to the public.
  4. The treasurer shall keep books of accounts and finances, as appropriate, for the organization.
  5. The Directors may by majority vote remove any officer.

Section 5. Powers & Responsibilities

  1. The Directors are authorized to establish accounts for the organization, raise funds, and spend on behalf of the organization. They shall be responsible for ensuring the organization files and pays taxes, if appropriate.
  2. The Directors shall determine the licensing for SciRuby and other intellectual property of the organization, within the boundaries established in Article II.
  3. The Directors shall protect the intellectual property of the organization.
  4. The Directors shall set policy and procedures for the organization on issues not discussed in these bylaws.
  5. The Directors shall not be paid by the organization in their capacity as Directors.

Article IV. Membership

Section 1. Individual Membership

  1. Any individual who contributes source code or documentation to the SciRuby Project, or who serves on the Board of Directors or as an officer, shall be considered a member.
  2. Individual members shall have the power to vote on appointment of membership-appointed directors.
  3. Decisions of the Board of Directors may be countermanded by a two-thirds vote of total individual members, provided that such decisions do not relate to the membership of the Board of Directors.

Section 2. Organizational Membership

Any organization which contributes in excess of ten percent of the funding for the Ruby Science Foundation in the preceding year shall be eligible to appoint one individual member, except if a contributing organization has more than two employees who are also individual members.

Article V. Meetings

  1. The organization shall hold meetings at least once annually.
  2. All meetings of the organization shall held in a public location, or shall be otherwise accessible to the public.
  3. Individual members shall have the power to bring motions, but not to second or vote on those motions, except as permitted by these Bylaws.
  4. The President, or the Vice President in the absence of the President, shall preside over meetings.
  5. The Directors shall provide one month notice of annual meetings, and one week notice of other meetings.
  6. Members may vote by proxy on the appointment of Directors.
  7. The parliamentary authority for meetings shall be Robert's Rules of Order.
  8. Notice for meetings shall include a copy of the agenda.

Article VI. Amendment of Bylaws

  1. Amendment of the Bylaws shall require that a meeting be called with two weeks notice. That notice shall include copies of all proposed amendments.
  2. Amendment of the Bylaws shall require a two-thirds vote by the Directors.